Ar 2010
Ar 2010
Ar 2010
FIRM
FOUNDATION
LEADING EDGE INNOVATION
IN THE FIRST
READY
FOR THE NEXT
YEARS
ACHIEVED TOTAL NET PROFIT
OF S$7.4 BILLION IN THE
LAST FIVE YEARS
UNIQUE MULTI-SECTOR
AND MULTI-GEOGRAPHY
REAL ESTATE COMPANY WITH
COMPLETE VALUE CHAIN
COMPETENCY
The company’s real estate and hospitality portfolio, which includes homes, offices,
shopping malls, serviced residences and mixed developments, spans more than
110 cities in over 20 countries. CapitaLand also leverages on its significant asset
base, real estate domain knowledge, financial skills and extensive market network
to develop real estate financial products and services in Singapore and the region.
66 239
FINANCIAL
HIGHLIGHTS
5th Consecutive Year of
Above S$1 Billion Net Profit
9.2% Return on
Shareholders' Funds
7.1% Return on
Total Assets
Equity attributable to owners of the Company 7,367.7 9,940.9 10,681.7 13,408.3 14,170.7
Total Borrowings 8,129.8 9,916.1 9,829.3 10,312.6 10,358.0
Non-Controlling Interests and Other Liabilities 5,094.7 5,984.3 4,572.6 6,445.1 7,171.5
Total Equities & Liabilities 20,592.2 25,841.3 25,083.6 30,166.0 31,700.2
Dividend
First & final dividend per share (cents) 7.0 8.0 5.5 5.5 6.0
Special dividend per share (cents) 5.0 7.0 1.5 5.0 -
Total dividend per share (cents) 12.0 15.0 7.0 10.5 6.0
Dividend cover (times) 3.2 6.5 4.2 2.4 5.0
Debt Equity Ratio (net of cash) (times) 0.58 0.47 0.47 0.09 0.18
Interest Cover (times) 9.73 13.64 5.50 4.54 7.00
Note:
For changes in accounting policies, adoption of new and/or revised accounting standards, as well as changes in the presentation
of financial statements for the respective financial year under review, only the comparative figures for the previous year were
PAGE
restated to conform with the requirements arising from the said changes or adoption.
3
(1)
With effect from 1 April 2008, CapitaLand Residential Limited SBU was reorganised into 3 main components, namely,
CapitaLand Residential Singapore, CapitaLand China Holdings and CapitaLand's holding in Australand.
FIRM
FOUNDATION
LEADING EDGE INNOVATION
CAPITAL TOWER
SINGAPORE
Pioneered the REIT
market in Asia
excluding Japan
with a total of six
REITs to-date
NUMBER OF
SHOPPING MALLS
5 to
91
JINNIU MALL
CHENGDU
CHINA
Early-mover advantage
for shopping malls
in China
ASSETS UNDER
MANAGEMENT
S$0.27B to
S$30.4B
OVERSEAS ASSETS
25% to
56%
RIVERGATE
SINGAPORE
First residential
development in
Singapore to be
accorded landmark
status by Urban
Redevelopment
Authority
THE LOFT
CHENGDU
CHINA
First earthquake-proof
high-rise condominium
community in China
FIRST
10 YEARS
THE PONDS ION ORCHARD AND
NEW SOUTH WALES THE ORCHARD
AUSTRALIA RESIDENCES
SINGAPORE
Australand is one of
the most successful Transformed the
diversified property retail landscape and
groups in Australia set new benchmarks
for super-luxury
residential
developments
in Singapore
UNITS OF
SERVICED RESIDENCES
6,000 to
OVER 26,000
RAFFLES CITY SHANGHAI ASCOTT RAFFLES PLACE SINGAPORE
CHINA
Transformed prime
Exported Singapore’s national heritage
‘Raffles City’ brand building into
globally (seven premium serviced
Raffles City residence property
developments
in China)
READY
THE STRATEGY GOING FORWARD
ASCOTT GUANGZHOU IFC
CAPACITY: CHINA
JCUBE
SINGAPORE
BUILD ASCOTT’S
GLOBAL DOMINANCE
GROW TO 40,000 UNITS BY 2015
RAFFLES CITY HANGZHOU
CHINA
EXPAND IN
VIETNAM
GROW TOTAL ASSETS
FROM S$400M TO S$2B
OVER NEXT 3-5 YEARS
NEXT
10 YEARS
BEDOK TOWN LA FORET
CENTRE SITE BEIJING
SINGAPORE CHINA
GROW FINANCIAL
SERVICES FRANCHISE
ORIGINATE NEW REAL ESTATE FUNDS AND
FINANCIAL PRODUCTS IN SINGAPORE,
CHINA, VIETNAM AND MALAYSIA
RAFFLES CITY CHENGDU
CHINA
INCREASE PRESENCE
IN SINGAPORE
SINGAPORE, A GLOBAL CITY
EXTEND LEADERSHIP IN
PAN-ASIAN SHOPPING
MALL BUSINESS
TARGET TO GROW CHINA TO 40%
OF CAPITAMALLS ASIA’S BUSINESS
HONGKOU PLAZA
SHANGHAI
CHINA
GROW
CAPITAVALUE HOMES
BUSINESS
BUILD 10,000-15,000 AFFORDABLE HOMES
ANNUALLY OVER NEXT 3-5 YEARS
LETTER TO
SHAREHOLDERS
S$7.4b Over the last five years, CapitaLand has achieved total net
profit of S$7.4 billion. The sustained profitability is the result
Over the last five years, of the Group’s aggressive growth strategy, financial discipline
CapitaLand has and focus on capital productivity. During the year, the Group
continued to invest for future growth by committing over
achieved total net profit
S$6 billion of new investments. It entered 2011 with a strong
of S$7.4 billion
cash position of S$7.19 billion and healthy net debt-to-equity
ratio of 0.18 as a result of its successful capital recycling strategy.
This provides the Group with the flexibility and capacity to
seize opportunities quickly in a global economic environment
that experiences increasingly shorter cycles.
MANAGEMENT REPORT
comprising six listed Real Estate Investment Trusts (REITs) and
An aggressive growth
17 real estate private equity funds.
strategy, strategic capital
Our competency across the complete value chain of investing, management, financial
developing, operating and managing real estate assets discipline and a focus on
differentiates us from most other real estate companies. talent development have
Through strategic capital management, we have strengthened produced sustained
our financial standing beyond achieving a low debt exposure. profitability for the Group
Financial flexibility has been greatly enhanced as we successfully despite many market
nurtured our access to the debt capital market, thereby challenges over the years
diversifying our funding sources. An aggressive growth strategy,
strategic capital management, financial discipline and a focus
LETTER TO SHAREHOLDERS
on talent development have produced sustained profitability
for the Group despite many market challenges over the years.
RESIDENTIAL
Our residential business was a strong contributor in 2010.
Healthy sales were recorded in our core markets of Singapore,
China, Australia and Vietnam. During the year, we sold 800
homes in Singapore with a total sales value of S$1.85 billion,
a 54% increase. This achievement can be attributed to our
focus on mid- to high-end projects in preferred locations, which
ANNUAL REPORT 2010
The journey over the last 16 years has been a challenging but
rewarding one as CapitaLand Group is today the leading foreign
developer in China having completed over 11,000 homes. The
wealth of market knowledge acquired over the years has
enabled us to grow our presence through astute land acquisition
as in the case of the US$2.2 billion (S$3.1 billion) purchase of
Orient Overseas Developments Limited (OODL). We will
CAPITALAND LIMITED
LETTER TO SHAREHOLDERS
currency devaluations, we see vast potential in the country and an affordable
given its young and hardworking population, robust economic housing development
growth and rapid urbanisation. We intend to grow our presence
by progressively raising the Group’s total asset size in Vietnam
from S$400 million currently to S$2 billion in the next three to
five years.
INTEGRATED DEVELOPMENTS
Integrated development has been one of CapitaLand’s strengths
and our nine Raffles City integrated developments have become
a well-recognised brand in Asia. The three completed
developments in Singapore, Shanghai and Beijing achieved
strong occupancy for both their office and shopping mall space.
Grew our Raffles City
In 2010, we continued to grow our Raffles City portfolio by
portfolio by adding two adding two more projects in Shenzhen and Changning,
more projects in Shenzhen Shanghai. The two massive developments with a combined
and Changning, Shanghai GFA of just under 500,000 sqm are located close to train lines
and will incorporate a balanced mix of retail space and
commercial elements catering to the residences of the
vibrant neighbourhoods.
LETTER TO SHAREHOLDERS
at end-2010, were injected into a REIT for listing on the Main
Market of Bursa Malaysia Securities Berhad. Ascott Residence
Trust (Ascott Reit) acquired 28 properties in Asia and
Europe from Ascott, almost doubling its portfolio value to
S$2.71 billion in 2010. We also closed two joint venture funds,
one investing in residential developments in Vietnam and the
other to develop Raffles City Changning in Shanghai, China.
These funds are in line with the Group’s strategy, enabling us
to recycle capital for new investments and to develop,
warehouse and incubate retail, office, residential, serviced
residence and integrated developments. Our real estate private
equity funds and REITs are an important platform contributing
to the growth of our real estate business.
SHOPPING MALLS
CapitaMalls Asia (CMA) continues to grow from strength to
strength. Strong rental performances in our core markets of
Singapore, China and Malaysia have contributed S$276 million
to CapitaLand’s bottom line. Our malls continue to experience
strong growth in both shopper traffic and tenants’
gross turnover.
During the year, CMA committed almost S$2 billion in six new
projects in Singapore, China and Malaysia, double its 2010 S$2b
target of S$800 million to S$1 billion. These acquisitions have CapitaMalls Asia
strengthened CMA’s leading positions in its key markets of
committed almost
Singapore and China, and signify its commitment to grow in
S$2 billion in six new
Malaysia – another key market.
projects in Singapore,
As part of its capital management strategy, CMA successfully China and Malaysia
recycled capital with the sale of Clarke Quay to CapitaMall
Trust, and the listing of CapitaMalls Malaysia Trust (CMMT) on
ANNUAL REPORT 2010
From just five malls in Singapore nine years ago, CMA is today
one of Asia’s largest shopping mall developers, owners and
managers with a total of 91 malls across Singapore, China,
Malaysia, Japan and India. Given a cash position of S$1.32
billion and a low gearing, CMA targets to acquire another S$2
billion of new projects in its key markets of Singapore, China
and Malaysia in 2011. It targets to double its China portfolio
from 53 malls to 100 malls within the next three to five years.
CMA’s unique strength in creating value by enhancing returns
on its properties, coupled with its capital efficient business
model, will enable it to extend its leadership position in Asia’s
shopping mall space.
SERVICED RESIDENCES
Ascott continues to Ascott continues to strengthen its leadership position as the
strengthen its leadership world’s largest international serviced residence owner-operator.
CAPITALAND LIMITED
LETTER TO SHAREHOLDERS
target of 40,000 apartment units globally by 2015.
COMMERCIAL
Our commercial business unit is well-positioned to benefit
from the rebound of Singapore’s office sector through our
listed REIT, CapitaCommercial Trust (CCT). Prime office rents
in Singapore have risen by 24% in 2010 after bottoming out in
1Q2010, leading to firming of asset values. CCT’s committed
portfolio occupancy rate remained strong at 99%, above the
market level of 95%, as at end-2010.
CAPITAVALUE HOMES
ANNUAL REPORT 2010
more than 40% of the average household income level in that 2,500 affordable homes
15
16
CAPITALAND HOPE SCHOOLS
At the same time, we have also been actively contributing to
the communities we operate in. Since 2005, our philanthropic
We have 15 CapitaLand arm, CapitaLand Hope Foundation, has donated about
S$10 million to aid underprivileged children in Singapore and
Hope Schools in China
overseas where we have a presence. We have 15 CapitaLand
and recently added one
Hope Schools in China and recently committed to our first
CapitaLand Hope School CapitaLand Hope School in Vietnam, the CapitaLand Nang Yen
in Vietnam Primary Hope School near Hanoi. Our effort towards being a
good corporate citizen has also significantly strengthened our
reputation as a socially responsible company, a company with
a soul. We will continue to support programmes that meet the
shelter, education and healthcare needs of underprivileged
children in Singapore and overseas.
LETTER TO SHAREHOLDERS
meet the demand arising from massive urbanisation and
escalating home prices in Asia.
28 February 2011
BOARD OF
DIRECTORS
1 DR HU TSU TAU
CHAIRMAN
9 DR FU YUNING
DIRECTOR
11 NG KEE CHOE
DIRECTOR
PAGE
DIRECTOR
MANAGEMENT REPORT BOARD OF DIRECTORS ANNUAL REPORT 2010 PAGE 19
9
12
3
11
5
2
8
BOARD OF
DIRECTORS
DR HU TSU TAU Mr Seah is presently the Chairman of DBS
CHAIRMAN Group Holdings Ltd and Singapore Technologies
Engineering Ltd (both listed on the SGX-ST)
Dr Hu Tsu Tau, an Independent Non-Executive
and LaSalle Foundation Limited. He is also
Director, joined the CapitaLand Board on
Deputy Chairman of Global Crossing Limited.
13 April 2004 and was elected Chairman on
Mr Seah is a Director of STATS ChipPAC Ltd,
the same day. He was last re-appointed as
StarHub Ltd (both listed on the SGX-ST) and
Director at CapitaLand’s Annual General
DBS Bank (HK) Limited. Mr Seah also sits on
Meeting on 16 April 2010. He is also Chairman
the Board of the Government of Singapore
of CapitaLand’s Investment Committee.
Investment Corporation Pte Ltd.
Dr Hu is presently a Member of the Board of
Mr Seah was President & CEO of Singapore
the Government of Singapore Investment
Technologies Pte Ltd. Prior to the above
Corporation Pte Ltd (GIC) and Chairman of
appointment, Mr Seah was with Overseas
Fullerton Financial Holdings Pte Ltd. He was
Union Bank (OUB) from 1977 and became
Chairman of GIC Real Estate Pte Ltd.
its President & CEO in 1991. Mr Seah retired
as Vice Chairman and CEO from OUB on
From 1985 to 2001, Dr Hu was a Cabinet
30 September 2001. Mr Seah was also the
Minister whose portfolio included the Trade
Chairman of SembCorp Industries Ltd and
and Industry, Health and Finance ministries.
Singapore Computer Systems Limited (both
Prior to his ministerial appointment, Dr Hu was
listed on the SGX-ST), President Commissioner
Managing Director of the Monetary Authority
of PT Indosat Tbk (listed on the Stock Exchange
of Singapore (MAS) and GIC from 1983 to
of Indonesia), and Director of Chartered
1984. Before his appointments in MAS and
Semiconductor Manufacturing Ltd (listed
GIC, he was with the Shell Group of companies
on the SGX-ST) and Siam Commercial Bank
from 1960, and his last position in this global
Public Company Limited (listed on the Stock
company was as Chairman and Chief Executive
Exchange of Thailand).
of the Shell Group of companies in Singapore.
BOARD OF DIRECTORS
of CapitaMall Trust Management Limited
as Director at CapitaLand’s Annual General
(the manager of CapitaMall Trust listed
Meeting on 29 April 2008. He is a Member
on the SGX-ST), CapitaCommercial Trust
of CapitaLand’s Investment Committee and
Management Limited (the manager of
Finance and Budget Committee.
CapitaCommercial Trust listed on the SGX-
ST), CapitaRetail China Trust Management
Mr Tai is a Director of NYSE Euronext and
Limited (the manager of CapitaRetail China
MasterCard Incorporated in the United States,
Trust listed on the SGX-ST) and Ascott
and the Bank of China Limited in China. He has
Residence Trust Management Limited (the
been nominated as a Director of Philips NV
manager of Ascott Residence Trust listed on
in the Netherlands. Most recently, he was a
the SGX-ST). He is also a Director of CapitaLand
Supervisory Board Member of ING Groep NV
Hope Foundation, the CapitaLand Group’s
in the Netherlands. He also serves as Non-
philanthropic arm.
Executive Chairman of a non-publicly listed
company, Brookstone, Inc., in the United States.
Mr Liew is presently Chairman of Changi
Airport Group (Singapore) Pte Ltd. He is
Mr Tai was formerly the Vice Chairman and
also Director of Singapore Exchange Limited
CEO of DBS Group Holdings Ltd (listed on
(listed on the SGX-ST) and Singapore China
the SGX-ST) and DBS Bank Ltd. Prior to joining
Foundation Ltd.
DBS Bank Ltd, Mr Tai was a senior regional
manager for J.P. Morgan & Co. Incorporated
He is a member of the NUS Business School
in New York, Tokyo, and San Francisco, and
Management Advisory Board, National
a Managing Director of the Investment
Productivity and Continuing Education
Banking Division.
Council, Governing Council of the Human
Capital Leadership Institute and the Board
Mr Tai is a graduate of the Rensselaer
of Trustees of Chinese Development
Polytechnic Institute, USA with a Bachelor
Assistance Council.
of Science in Management. He also holds a
Master of Business Administration from
In 2006, Mr Liew was named Outstanding
Harvard University, USA.
CEO of the Year in the Singapore Business
ANNUAL REPORT 2010
Mr Hale started his career with The Hongkong Mr Koh is presently Chairman of Housing
and Shanghai Banking Corporation Ltd & Development Board, Singapore Deposit
in October 1958 and served in London, Insurance Corporation Limited, MechanoBiology
Paris, Hong Kong, Germany, Malaysia, Institute and Singapore Island Country Club.
Japan and Singapore before retiring from He sits on the Boards of Singapore Airlines
the Bank as CEO Singapore and Director in Limited, UOL Group Limited and Pan Pacific
March 1995. From July 1995 to September Hotels Group Limited (all listed on the
1997, he acted as advisor on environmental SGX-ST). He is also a Director of Singapore
matters for HSBC Holdings plc London, Cooperation Enterprise.
based in Singapore. Mr Hale was Executive
Chairman of SNP Corporation Ltd from From 1997 to 2005, Mr Koh served as
April 1999 to April 2000, and also served CEO of the Inland Revenue Authority of
as Chairman of the Singapore International Singapore. In that capacity, he was both
Chamber of Commerce for 1993 and 1994. Commissioner of Inland Revenue and
He was formerly a Governor of United Commissioner of Charities. Prior to these
World College of South East Asia, Singapore appointments, Mr Koh was the Permanent
and a Director of The Ascott Group Limited Secretary in the Ministries of National
(formerly listed on the SGX-ST and now known Development, Community Development
as The Ascott Limited), Wheelock Properties and Education. Mr Koh has substantial
(Singapore) Limited (listed on the SGX-ST) experience in public administration having
CAPITALAND LIMITED
and BW Trust Management Pte Ltd. served in the Ministries of Finance, National
Development, Community Development,
Mr Hale was educated at Radley College, Education and the Prime Minister’s Office.
Abingdon, UK. He is a Fellow of the Chartered He was awarded the Public Administration
Institute of Bankers, London. Medal (Gold) in 1983 and the Meritorious
Service Medal in 2002.
BOARD OF DIRECTORS
Professor Courtis is Founding Chairman
Mrs Selvam is presently the Managing of Next Capital Partners. He was formerly
Director of Selvam LLC, a corporate finance Managing Director and Vice Chairman of
law practice and its joint law venture, Duane Goldman Sachs Asia, Managing Director, Chief
Morris & Selvam LLP. With over 40 years Economist and Strategist of Deutsche Bank
in legal practice as a corporate finance Group Asia, and a Director of CNOOC Ltd,
lawyer, Mrs Selvam has been involved in Hong Kong. He is presently a Director of Noble
some landmark Singapore acquisition Group Limited (listed on the SGX-ST).
transactions.
Professor Courtis is one of the world’s
Mrs Selvam is also a Director of CapitaMalls leading investment bankers and analysts of
Asia Limited, which is listed on SGX-ST. Asian economies. He has led a number of large,
She was the President of the Law Society international corporate transactions centered
of Singapore in 2003. She was also a member on Asia, and pioneered a number of investment
of the Senate of the Academy of Law, the banking areas across the region. Widely sought
Board of Legal Education and the Board of after for his knowledge of how global market
the Accounting and Corporate Regulatory forces, financial and political developments,
Authority (ACRA). She is a Fellow of the and corporate strategy interact, Professor
Singapore Institute of Directors. She is also Courtis advises major clients throughout the
a Director of Singapore Health Services Asia Pacific region, as well as in Europe and
Pte Ltd. North America.
Mrs Selvam serves the community through Professor Courtis also works closely with
her participation as a member of the Executive central banks, ministries of finance, and
Committees of Breast Cancer Foundation, heads of government throughout Asia, and
Rahmatan Lil’Alamin Foundation Ltd and has been called on several occasions to advise
President of the Muslim Financial Planning the President of the USA, and the heads of
Association. government of several countries in Europe,
North America, Asia, and the Middle East.
ANNUAL REPORT 2010
Committee of the Securities and Futures of Company Directors and a Fellow of the
Commission, Hong Kong Special Australian Institute of Management.
Administrative Region.
PAGE
24
MANAGEMENT REPORT
NG KEE CHOE SIMON CLAUDE ISRAEL
DIRECTOR DIRECTOR
BOARD OF DIRECTORS
and NTUC Income Insurance Co-Operative Ltd of Temasek Holdings (Private) Limited, the
and President-Commissioner of PT Bank Singapore-headquartered investment firm,
Danamon Indonesia Tbk (listed on the since July 2006. He is Chairman of Asia
Indonesia Stock Exchange). Mr Ng is a member Pacific Breweries Ltd (listed on the SGX-ST),
of Temasek Advisory Panel and International Asia Pacific Breweries Foundation and SingTel
Advisory Council of China Development Bank. Innov8 Pte Ltd. He is also a Director of
In addition, he is also a Director of Singapore Neptune Orient Lines Limited and Singapore
Exchange Limited and Singapore Airport Telecommunications Limited (both listed
Terminal Services Limited (both listed on the on the SGX-ST).
SGX-ST).
Mr Israel was Chairman of Asia Pacific of the
Mr Ng was the Vice-Chairman of DBS Group Danone Group. Prior to this, he worked across
Holdings Ltd ("DBS"). He retired from his the Asia Pacific region in a 22-year career with
executive position in July 2003 after 33 years Sara Lee Corporation. He stepped down as
of service with DBS. For his contributions Chairman of Singapore Tourism Board on
to public service, Mr Ng was awarded the 31 December 2010 and was also a Director
Public Service Star award in 2001. of Fraser and Neave Limited (listed on
the SGX-ST).
Mr Ng is a graduate of the University of
Singapore with a Bachelor of Science Mr Israel holds a Diploma in Business Studies
(Honours) Degree. from The University of the South Pacific.
ANNUAL REPORT 2010
PAGE
25
COUNCIL OF 1
CEOS
SDN. BHD.
MANAGEMENT REPORT COUNCIL OF CEOS ANNUAL REPORT 2010 PAGE 27
18
14
7
10
3
13
17
6
12
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16
5
COUNCIL OF
CEOS
LIEW MUN LEONG JENNIE CHUA
PRESIDENT & CEO, CAPITALAND GROUP CHIEF CORPORATE OFFICER, CAPITALAND LIMITED
Mr Liew Mun Leong is President and CEO Ms Jennie Chua is the Chief Corporate
of CapitaLand Group. Mr Liew is Chairman Officer of CapitaLand Limited. She is a
of CapitaMalls Asia Limited, CapitaLand board member of CapitaMalls Asia Limited,
Residential Singapore Pte Ltd, CapitaLand CapitaValue Homes Limited, CapitaLand ILEC
China Holdings Pte Ltd, CapitaLand Pte. Ltd., The Ascott Limited and Ascott
Commercial Limited, CapitaLand Financial Residence Trust Management Limited.
Limited, CapitaLand ILEC Pte. Ltd. and
CapitaValue Homes Limited. He is Deputy She is Chairman of Singapore International
Chairman of The Ascott Limited as well as Chamber of Commerce, Alexandra Health/Khoo
the Deputy Chairman of CapitaMall Trust Teck Puat Hospital, Community Chest of
Management Limited, CapitaCommercial Trust Singapore, Sentosa Cove, Singapore Film
Management Limited, CapitaRetail China Trust Commission, International Advisory Council
Management Limited and Ascott Residence for Tourism, Tourism Industry Skills & Training
Trust Management Limited. Council and The Arts House. She is Deputy
Chairman of Temasek Foundation.
Mr Liew is also Chairman of CapitaLand China
Executive Committee and CapitaLand Vietnam Ms Chua is a member of Singapore’s
Executive Committee. The committees Pro-Enterprise Panel and a Board Director
co-ordinate and align CapitaLand’s of Ministry of Health Holdings Pte Ltd and
investments, operations, branding and NYU Tisch School of the Arts, Asia Ltd.
resources in China and Vietnam respectively.
He is also a Director of CapitaLand Hope She is on the Board of Trustees of Nanyang
Foundation, the Group’s philanthropic arm. Technological University, Singapore.
(Singapore) by Asiamoney and Best CEO in Area Travel Writers Association Hall of Fame
Asia (Property) by Institutional Investor. 2000, Hotelier of the Year 1999, Woman of the
Year 1999, Champion of the Arts 1999 and
Mr Liew graduated from the University of Independent Hotelier of the World 1997.
Singapore with a Civil Engineering degree and
is a registered professional civil engineer.
PAGE
28
MANAGEMENT REPORT
LIM MING YAN OLIVIER LIM
CEO, THE ASCOTT LIMITED GROUP CHIEF FINANCIAL OFFICER,
CAPITALAND LIMITED
Mr Lim Ming Yan is the CEO of The Ascott
Limited. He is concurrently Deputy Chairman Mr Olivier Lim is the Group Chief Financial
of CapitaLand China Executive Committee. Officer of CapitaLand Limited. He is a Non-
Prior to joining Ascott, Mr Lim was CEO of Executive Director of CapitaMalls Asia Limited,
CapitaLand China Holdings Pte Ltd, responsible CapitaMall Trust Management Limited,
for growing CapitaLand into a leading foreign CapitaCommercial Trust Management Limited,
real estate developer in China. Australand Holdings Limited and Raffles
Medical Group Ltd. He is also Chairman of
Mr Lim was conferred the prestigious Mount Faber Leisure Group Pte Ltd, and a
COUNCIL OF CEOS
Magnolia Award by the Shanghai Municipal member of the Board of both Sentosa
Government in 2003 and 2005 for his significant Development Corporation and the Accounting
contributions to Shanghai. He was named and Corporate Regulatory Authority.
Outstanding Chief Executive (Overseas) at the
Singapore Business Awards in 2006. Prior to joining CapitaLand Limited, he was
Director and Head of the Real Estate Unit,
Mr Lim graduated from the University of Corporate Banking in Citibank Singapore.
Birmingham, UK, with a Bachelor of Science He has more than 20 years of work experience
(First Class Honours) in Mechanical Engineering in diverse areas including corporate banking,
and Economics. investment banking, corporate finance and
real estate financial products.
COUNCIL OF CEOS
Limited and Deputy CEO of CMA. He played
Mr Ee Chee Hong was the CEO of CapitaLand an instrumental role in the creation of CMA’s
Commercial Limited. He was also a board retail real estate funds and the creation and
member of Australand Holdings Limited and listing of CapitaRetail China Trust and
United Malayan Land Bhd (listed on the Bursa CapitaMalls Malaysia Trust.
Malaysia Securities Berhad).
Mr Lim holds a Master of Business
Earlier, Mr Ee has held various positions within Administration (Accountancy) from the
the Group including Managing Director of Nanyang Technological University of Singapore
Financial Structuring Support for CapitaLand and a Bachelor of Arts in Physics (Honours)
Financial Limited, CEO (China) for The Ascott from the University of Oxford, UK.
Limited and CEO of Ascott Serviced Residence
(China) Fund Management Limited. Prior to
joining the Group, he held senior positions CHEN LIAN PANG
at the Singapore Embassy in Japan and CEO, CAPITAVALUE HOMES LIMITED
Singapore’s Economic Development Board.
Mr Chen Lian Pang is the CEO of CapitaValue
Mr Ee holds a Master degree in Engineering Homes Limited, CapitaLand’s new business
from the Graduate School of Tokyo Institute unit that focuses on developing affordable
of Technology. He attended the Advanced homes in Asia.
Management Program at Harvard Business
Prior to this, Mr Chen has held various
School in 2007.
positions within the Group responsible for
the company’s operations in Southeast Asia.
He has more than 20 years of construction
and real estate experience in both Singapore
and overseas.
COUNCIL OF CEOS
board member of United Malayan Land Bhd.
TONY TAN TEE HIEONG
Mr Chan holds a Bachelor of Accountancy from
CEO, CAPITARETAIL CHINA TRUST
the National University of Singapore. He has
MANAGEMENT LIMITED
completed the Executive Development
Mr Tony Tan Tee Hieong is the CEO and Program by The Wharton School of the
Executive Director of CapitaRetail China Trust University of Pennsylvania, US.
Management Limited (CRCTML).
OFFICE
14 BELINDA GAN
GROUP FINANCIAL CONTROLLER
HUMAN RESOURCE
(ORGANISATIONAL
34
DEVELOPMENT)
MANAGEMENT REPORT CORPORATE OFFICE ANNUAL REPORT 2010 PAGE 35
7
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9
GLOBAL
PRESENCE
ASIA PACIFIC
AUSTRALIA Rizhao Mangalore MALAYSIA
Adelaide Shanghai Mumbai Cyberjaya
Brisbane Shenyang Mysore Johor
Hobart Shenzhen Nagpur Kuala Lumpur
Melbourne Suzhou Udaipur Kuching
Perth Tianjin Penang
Sydney Weifang INDONESIA Selangor
Wuhan Bali
CHINA Wuhu Jakarta PHILIPPINES
Anyang Xi’an Surabaya Manila
Beijing Xinxiang
Changsha Yangzhou JAPAN SINGAPORE
Chengdu Yibin Chitose
Chongqing Yiyang Eniwa SOUTH
Dalian Zhangzhou Fukuoka KOREA
Deyang Zhanjiang Funabashi Seoul
Dongguan Zhaoqing Hiroshima UNITED
Foshan Zhengzhou Kobe THAILAND KINGDOM
GERMANY
Guangzhou Zibo Kyoto Bangkok
Harbin Nagoya Krabi
BELGIUM
Hangzhou GEORGIA Osaka Pattaya
Hong Kong Tbilisi Saga FRANCE
Huhhot Sapporo VIETNAM
SPAIN
Kunshan INDIA Sendai Danang
Macau Ahmedabad Tokyo Hai Phong
Maoming Bangalore Hanoi
Mianyang Chennai KAZAKHSTAN Ho Chi Minh
Nanchang Cochin Almaty City
Ningbo Hyderabad
Quanzhou Jalandhar
EUROPE
BELGIUM Ferney- Nice SPAIN
Brussels Voltaire Paris Barcelona
Fontainebleau Strasbourg
FRANCE Grenoble Toulouse UNITED
CAPITALAND LIMITED
Abu Dhabi
36
Dubai
MANAGEMENT REPORT
Presence in more than
110 cities in over 20 countries
GLOBAL PRESENCE
KAZAKHSTAN
SOUTH
GEORGIA KOREA
CHINA
JAPAN
BAHRAIN
QATAR
INDIA
UAE
VIETNAM
THAILAND
PHILIPPINES
MALAYSIA
SINGAPORE
INDONESIA
ANNUAL REPORT 2010
AUSTRALIA
7.2%
In 2010, the Group accomplished a number of achievements.
3.4% 16.9% We started the year with our biggest acquisition since formation
- the purchase of Orient Overseas Development Limited (OODL)
11.9% 9.9%
for S$3.1 billion. This acquisition enabled us to secure seven
prime sites in Shanghai, Kunshan and Tianjin to further entrench
our presence in China and increased China assets from 25% to
2009 REVENUE BY
36% of total assets(1).
STRATEGIC BUSINESS UNIT
Total: S$2.96 billion During the year, we also set up a new business unit, CapitaValue
Homes, to focus on the growing affordable housing segments
24.6% 22.6% in China and Vietnam and to add another dimension to our
residential business. In Singapore, we successfully bid for the
Bedok Town Centre site which will be developed into a 500-unit
residential development with a shopping mall. We also acquired
2009 the Storhub self-storage business.
(1)
Total assets excluding treasury cash
MANAGEMENT REPORT
Financially, the Group has performed well in FY2010 with 2010 REVENUE BY
GEOGRAPHICAL LOCATION
positive contributions from all our business units in the various Total: S$3.38 billion
sectors. This is in contrast to FY2009 where some of our business 1.1%
8.6%
units suffered losses as a result of impairment losses on
investments and fair value losses from the revaluation of 6.7% 35.5%
investment properties.
PERFORMANCE OVERVIEW
measures introduced in August 2010. In China, the Chinese
government had also implemented several measures to curb
speculation in the property market. However, CapitaLand China 27.1%
Holdings continued to achieve healthy sales for its projects, 21.0%
fair value gains from its portfolio of investment properties. At 5.5% 1.2%
the same time, the newly acquired Storhub self-storage business 8.4% 33.1%
Australand
Others respectively in July 2010.
EARNINGS ANALYSIS
The Group reported earnings before interest and tax (EBIT) of
S$2.38 billion for FY2010. This is a 54% increase over FY2009’s
PAGE
40
MANAGEMENT REPORT
EBIT of S$1.55 billion. The strong performance in 2010 2010 EBIT BY
GEOGRAPHICAL LOCATION
was largely driven by higher profits from development projects Total: S$2.38 billion
in Singapore and Vietnam, revaluation gains from the Group’s
S$ million
investment properties portfolio and lower impairment losses. 1000 947
900 846
Geographically, overseas EBIT accounted for 60% of the Group’s 800
total EBIT in FY2010, backed by strong contribution from our
700
overseas operations in Australia, China, Other Asia(1) and Europe.
600
In FY2009, overseas EBIT was relatively lower at 15% of total
PERFORMANCE OVERVIEW
500
EBIT as Singapore EBIT was boosted by the gain from the public
400
offering of 34.5% stake in CapitaMalls Asia.
301
300
EBIT from CapitaLand China Holdings rose 24% to S$682.4 2009 EBIT BY
GEOGRAPHICAL LOCATION
million in FY2010 on account of higher portfolio gains from Total: S$1.55 billion
divestments. In FY2010, CapitaLand China Holdings recorded S$ million
significant gains mainly from the sale of a 58.1% effective share 1400 1,312
in Raffles City Changning as well as its 50% stake in a joint 1200
venture, Sichuan Zhixin CapitaLand Co., Ltd.
1000
(1)
Excludes Singapore and China and includes projects in the Gulf Cooperation
41
Council countries.
PERFORMANCE
OVERVIEW
2010 TOTAL ASSETS BY CATEGORY Similarly, EBIT from CapitaMalls Asia of S$472.4 million was
Total: S$31.7 billion 5% higher than FY2009, mainly attributable to higher contribution
7.4% 14.9%
2.7% from the fund management companies and ION Orchard, as
22.7%
well as higher fair value gains from investment properties, but
partially offset by lower portfolio gains and higher operating
expenses in FY2010.
DIVIDENDS
The Board of Directors is pleased to propose a first and final
2010 TOTAL ASSETS BY
GEOGRAPHICAL LOCATION dividend of 6.0 cents per share in respect of the financial
Total: S$31.7 billion year ended 31 December 2010. This amounts to a payout of
1.3%
7.3% 0.2% approximately S$255.7 million based on the number of issued
shares as at 31 December 2010. The dividends are subject to
15.6% 43.8%
the shareholders’ approval at the forthcoming Annual General
Meeting of the Company.
2010
For FY2009, a first and final dividend of 5.5 cents per share
and a special dividend of 5.0 cents per share were approved
and paid. The said dividends of S$447.4 million were paid in
May 2010.
31.8%
ASSETS
The Group’s total assets as at 31 December 2010 totalled
S$31.7 billion, an increase of S$1.5 billion, or 5%, from the total
CAPITALAND LIMITED
Singapore
China (including Hong Kong and Macau) assets as at 31 December 2009 of S$30.2 billion. The increase
Australia was mainly due to the acquisition of new investments, in
Europe particular, OODL and fair value gains from the revaluation of
Asia (excluding Singapore and China)
the Group’s investment properties portfolio. The increase was
Others
partially offset by the divestment of four shopping malls and
28 serviced residences to our REITs.
PAGE
42
MANAGEMENT REPORT
BORROWINGS
As at 31 December 2010, the Group’s gross debts stood at
S$10.4 billion. At the same time, the Group also had a cash
balance of S$7.2 billion. The Group’s net debt as at 31 December
2010 was S$3.2 billion as compared to S$1.6 billion as at end
2009. The net debt as at 31 December 2009 was significantly
reduced by a higher cash balance which was in turn boosted by
the proceeds from the public offering of CapitaMalls Asia shares.
PERFORMANCE OVERVIEW
The Group’s net debt equity ratio remained healthy at 0.18 as
at 31 December 2010 (2009: 0.09).
SHAREHOLDERS’ EQUITY
As at 31 December 2010, issued and paid-up ordinary share
capital of the Company comprised 4.26 billion shares at
S$6.3 billion. The Group’s total reserves increased from
S$7.2 billion in December 2009 to S$7.9 billion in December
2010. This increase was mainly contributed by the S$1.27 billion
net profit for the year, partially offset by the payment of the
2009 dividends and exchange differences arising from the
translation of foreign operations. The shareholders’ funds as at
end 2010 was S$14.2 billion compared to S$13.4 billion in 2009.
With a higher equity, the Group’s net tangible assets per share
increased 6% to S$3.22 as at 31 December 2010.
PERFORMANCE OVERVIEW
of undrawn banking facilities and capital market programmes 4
to facilitate fund raising at opportunistic windows.
2
Global financial outlook has improved but risks remain. Against 67% 58% 47% 48% 45%
this backdrop, the Group continues to maintain strong cash 0
2006 2007 2008 2009 2010
Finance cost for the Group was S$448.2 million for the $8.1b
8
10%
year ended 2010. This was about 1.26% lower compared to
S$453.9 million last year. The lower finance costs was due to 6
lower interest rates as a result of various worldwide government
policy measures to ease tight credit conditions and stimulate 4
from capital market bond issuances and the balance 45% was
raised through bank borrowings. The Group continues to seek Committed
a diversified and balanced sources of funding for its loan Uncommitted
portfolio so as to ensure financial flexibility and mitigate
concentration risk. During the year, bank loans decreased by
ANNUAL REPORT 2010
COMMITMENT OF FUNDING
As at end 2010, the Group is able to achieve 99% of its funding
from committed facilities.
PAGE
45
PERFORMANCE
OVERVIEW
AVAILABLE LINES BY NATIONALITY As part of financial discipline, the Group constantly reviews its
OF BANKS
asset versus liability match to ensure that a prudent portion of
13%
committed funding is put in place to match the investments
35% planned holding periods. Although global economic recovery is
on track and there is general stability in the financial and capital
15%
markets, committed financing was secured whenever possible
to support its committed investments and to ensure that the
2010
Group had sufficient financial capacity to support its operations
and future growth plans.
MATURITY PROFILE
18%
19% S$ billion % of Debt
* Includes long term debt with remaining loan life of less than a year to maturity.
During the year, the Group has successfully raised several long
dated capital market bond issuances of about S$700 million and
this has enabled the Group to extend its average loan maturity
profile to 3.7 years. It has prudently tapped the debt capital
markets opportunistically for longer dated committed funding,
ensuring financial discipline by maintaining a strong cash position
of S$7.2 billion and unutilised bank lines of about S$3.1 billion.
The prudent average loan maturity profile, strong cash position
and healthy net debt equity ratio of 0.18 was a result of successful
capital recycling strategy and focus on capital productivity by
the Group.
PERFORMANCE OVERVIEW
flexibility from operational cash surplus, the remaining portfolio
was maintained on floating rate basis. In managing the interest 4
rate profile, the Group takes into account the interest rate outlook
2
on its loan portfolio, holding periods of its investment portfolio,
certainty of its planned divestments and operating cashflow 0
74% 75% 75% 66% 72%
0 0
2006 2007 2008 2009 2010
FinanceAsia
49
AWARDS &
ACCOLADES
COMMERCIAL SERVICED INTEGRATED
DEVELOPMENTS RESIDENCES DEVELOPMENTS
SINGAPORE SINGAPORE SINGAPORE
Six Battery Road Ascott Raffles Place Singapore Raffles City Singapore
• Green Mark Platinum • Best Serviced Residence in • Green Mark Gold
BCA Awards 2010 Asia-Pacific (1st) BCA Awards 2010
Building and Construction Business Traveller Asia- Building and Construction
Authority, Singapore Pacific Awards 2010 Authority, Singapore
CHINA
SOUTH KOREA
CAPITALAND LIMITED
BUSINESS REVIEW
The total market capitalisation of the nine public listed entities in the Group,
net of common holdings, is S$29.1 billion as at 31 December 2010.
The Group manages S$50.6 billion of real estate assets.
Offices
GROUP BUSINESSES
CapitaLand China
Executive Committee
Shopping Malls
REAL
ESTATE
Residential
Singapore
Value Housing
China
Australia
*
ANNUAL REPORT 2010
Serviced
Residences
HOSPITALITY
Financial
Services
Non-Retail
FINANCIAL Fund & REIT
PAGE
SERVICES Management
51
CAPITALAND
RESIDENTIAL
SINGAPORE
D’LEEDON
SINGAPORE
CAPITALAND LIMITED
PAGE
52
started for the 64-unit Urban Resort Condominium in the year.
CapitaLand will build an
Both projects are designed by Kerry Hill Architects and located
at Cairnhill in the Orchard Road shopping district.
integrated development
comprising about 500
BUSINESS REVIEW
Temporary Occupation Permit was obtained for The Seafront apartments above a
on Meyer, Latitude and The Orchard Residences. shopping mall on a
prime site in the Bedok
CapitaLand continued to replenish its development pipeline. Town Centre
It secured a prime site in the Bedok Town Centre, and will build
an integrated development comprising about 500 apartments
above a shopping mall.
LOOKING AHEAD
400 200
CapitaLand will continue to acquire quality sites with strong 200 100
1 2 3 4
5 6 7 8
4 COLIN WONG
SENIOR VICE PRESIDENT,
MARKETING & SALES
CAPITALAND RESIDENTIAL SINGAPORE
PTE LTD
PAGE
53
CAPITALAND
CHINA
SUMMIT RESIDENCES
NINGBO
CHINA
economic fundamentals.
sales value of
RMB5.4 billion In 2010, CapitaLand China sold over 2,900 residential units across
Beijing, Shanghai, Chengdu, Ningbo, Kunshan and Foshan, with
a total sales value of RMB5.4 billion (S$1.1 billion). New launches
included Beaufort in Beijing, The Pinnacle in Shanghai and The
Metropolis in Kunshan. New units at The Loft in Chengdu were
also released for sale.
BUSINESS REVIEW
4 5 6 7
CAPITALAND CHINA
CAPITALAND CHINA HOLDINGS PTE LTD CAPITALAND CHINA HOLDINGS PTE LTD
4 STEVE GONG
CHIEF FINANCIAL OFFICER
CAPITALAND CHINA HOLDINGS PTE LTD
7
RAFFLES CITY DEVELOPMENTS
ideal location to build a second Raffles City in Shanghai while
‘Raffles City’ branded
a quick time-to-market was achieved for the residential projects.
portfolio now totals seven
BUILDING THE RAFFLES CITY BRAND properties in China with
During the year, CapitaLand extended the ‘Raffles City’ brand the addition of another
with another two developments in Shenzhen and Changning, two developments
Shanghai, and its ‘Raffles City’ branded portfolio now totals seven in Shenzhen and
properties across China. The completed ‘Raffles City’ developments Changning, Shanghai
in 2010
ANNUAL REPORT 2010
the country’s strong economic growth and grow its business were mainly through associates and
55
200 -200
Downtown district, for S$218.1 million. CCT unlocked value by
145
100 -400
divesting two non-Grade A office properties, Robinson Point
0 -600
and Starhub Centre located in Singapore, for total net proceeds
FY2009 FY2010 FY2009 FY2010
of approximately S$578.1 million.
Revenue increased 133% from revenue
recognition of projects in Vietnam.
EBIT recovered to S$264 million In India, CCL divested its 49% stake in the 590-unit freehold
on fair value gains and lower
impairment losses. residential development, The Orchard Residency, in Ghatkopar,
Mumbai, for INR1.02 billion (approximately S$30 million).
CAPITALAND
COMMERCIAL
SIX BATTERY ROAD
SINGAPORE
CAPITALAND LIMITED
BUSINESS REVIEW
Business District (CBD). At a cost of S$92 million, the initiative
will augment the building’s technical, aesthetic and green
S$92 million asset
specifications to capture the office market recovery and is
expected to be completed in phases by end-2013. It is the first
enhancement works at
operating office building in Singapore’s CBD to be conferred Six Battery Road expected
the prestigious Green Mark Platinum award by the Building to be completed in phases
and Construction Authority. by end-2013
CAPITALAND COMMERCIAL
self-storage facilities at four properties, totalling approximately
363,000 square feet of gross floor area in Singapore. 363,000
SQUARE FEET
1 2 3 4
5 6 7 8
2010 marked the first full year of operations for CapitaMalls Asia
(CMA) after listing on the Singapore Exchange on 25 November
2009. During the year, CMA continued to grow its presence as
a leading shopping mall developer, owner and manager in Asia.
BUSINESS REVIEW
5 6 7 8
9 10 11 12
CAPITAMALLS ASIA
1 LIM BENG CHEE 7 TONY TAN TEE HIEONG
CEO CEO
CAPITAMALLS ASIA LIMITED CAPITARETAIL CHINA TRUST
MANAGEMENT LIMITED
2 NG KOK SIONG
CHIEF FINANCIAL OFFICER 8 SHARON LIM
CAPITAMALLS ASIA LIMITED CEO
CAPITAMALLS MALAYSIA REIT
3 SIMON HO MANAGEMENT SDN. BHD.
CEO
CAPITAMALL TRUST 9 JESLINE GOH
MANAGEMENT LIMITED DEPUTY CEO
CAPITAMALL TRUST
4 SIMON YONG MANAGEMENT LIMITED
CHIEF DEVELOPMENT OFFICER
CAPITAMALLS ASIA LIMITED 10 TOH KIM SAI
DEPUTY CHIEF DEVELOPMENT OFFICER
5 GOH SOON YONG CAPITAMALLS ASIA LIMITED
CEO, CHINA
CAPITAMALLS ASIA LIMITED 11 KEK CHEE HOW
COUNTRY HEAD, JAPAN
6 LOCK WAI HAN CAPITAMALLS ASIA LIMITED
CHIEF CORPORATE OFFICER
CAPITAMALLS ASIA LIMITED 12 KEVIN CHEE
COUNTRY HEAD, INDIA
CAPITAMALLS ASIA LIMITED
within 3 to 5 years
CMA continued to make good progress in China with the opening
of five malls in 2010: Aidemengdun Mall in Harbin, Cuiwei Mall
in Beijing, Anyang Mall in Anyang, Jinshui Mall in Zhengzhou
REVENUE (S$m) EBIT (S$m)
and Xinxiang Mall in Xinxiang. As at end-2010, CMA had
500 500
449 472
53 shopping malls in 34 cities in China, with a total GFA of
400 400
48.6 million sq ft. Of these, 38 malls were operational. 300 300
229 245
200 200
LOOKING AHEAD 100 100
With the confidence from the improving performances of its malls 0 0
FY2009 FY2010 FY2009 FY2010
in China, CMA has set an interim goal of doubling the China
Revenue rose 7% despite monetising
portfolio to 100 malls in the coming three to five years. For 2011, four properties in Malaysia and
PAGE
CMA targets to acquire another S$2 billion of projects in its key Singapore into REITs. EBIT increased
59
28 properties to Ascott Reit. EBIT surged Ascott Reit with divestment proceeds of S$974 million. This move
60
BUSINESS REVIEW
4 5 6
7 8 9
5 RONALD TAY
CHIEF INVESTMENT OFFICER
THE ASCOTT LIMITED
OVER
Ascott plans to invest around S$70 million to refurbish
16 properties across Asia and Europe over the next two 20
PRESTIGIOUS AWARDS
years. The divestment has also transformed Ascott Reit
into a larger and stronger platform which complements Garnered over
Ascott’s global growth strategy.
20 prestigious awards
for strong branding,
As Ascott expanded globally, it garnered over 20 prestigious
awards for its strong branding, outstanding service and
outstanding service and
management excellence. These included ‘Best Serviced management excellence
ANNUAL REPORT 2010
LOOKING AHEAD
40,000
APARTMENT UNITS
Demand for serviced residences is growing. The growth is
due to the increase in global travel and relocation assignments, On track to achieve
given the improving world economy. Ascott is on track to achieve 40,000 apartment units
40,000 apartment units globally by 2015. In 2011, it will redeploy globally by 2015
S$1 billion capital to invest in Asia and Europe, open at least 12
properties and secure 12 more new management contracts and
investments. To create more value for customers, Ascott will also
PAGE
CAPITALAND
INTEGRATED
DEVELOPMENTS
RAFFLES CITY SHENZHEN
CHINA
CAPITALAND LIMITED
PAGE
62
INTEGRATED LIFESTYLE DESTINATIONS
In Singapore, ION Orchard remains the ‘must visit’ shopping
destination on Orchard Road while The Orchard Residences
BUSINESS REVIEW
– a luxury residential condominium above the mall – obtained
Temporary Occupation Permit. CapitaLand secured a strategic
site in the Bedok Town Centre where it will build an integrated
development comprising about 500 apartments above a one-
stop family shopping mall. It will provide a new and dynamic
residential and shopping destination in the heart of the Bedok
transportation hub.
1 2 3
4 5 6
4,000
PRIME RESIDENTIAL UNITS
BUILDING RESIDENTIAL PORTFOLIO
CAPITALAND LIMITED
development functions.
64
1 2 3
BUSINESS REVIEW
4 5 6
7 8 9
CAPITAVALUE HOMES
1 CHEN LIAN PANG 6 YOONG VOON SIN
CEO GENERAL MANAGER, CENTRAL CHINA
CAPITAVALUE HOMES LIMITED CAPITAVALUE HOMES LIMITED
5 QIAN YI QI
MANAGING DIRECTOR, CHINA
CAPITAVALUE HOMES LIMITED
CAPITALAND
FINANCIAL
SERVICES
RAFFLES CITY NINGBO
CHINA
CAPITALAND LIMITED
PAGE
66
Ascott Residence Trust acquired 28 properties in Asia and
Europe, almost doubling its portfolio value from S$1.56 billion
in 2009 to S$2.71 billion in 2010. Ascott Residence Trust also
S$2.71b
BUSINESS REVIEW
divested two properties - Ascott Beijing in China and Country
Woods Jakarta in Indonesia, achieving sale proceeds of
S$227.0 million and net gain of S$103.9 milion. Ascott Residence Trust
acquired 28 properties in
CapitaMall Trust, Singapore’s largest REIT by asset size and Asia and Europe, almost
market capitalisation, acquired Clarke Quay, bringing its portfolio doubling its portfolio
to 15 strategically located malls in the suburban areas and value from S$1.56 billion
Downtown Core. to S$2.71 billion
0 0
LOOKING AHEAD FY2009 FY2010 FY2009 FY2010
CapitaLand will continue to grow its AUM through accretive Revenue declined 28% as certain
fund management companies
acquisitions, asset enhancements and to explore opportunities were transferred to CMA. EBIT,
to originate new funds and financial products in Singapore, however, was up 5% on better
operating performance and higher
China, Vietnam and Malaysia. portfolio gains.
1 2 3
4 5 6 7
ANNUAL REPORT 2010
4 5 6 7
4 KIERAN PRYKE
CHIEF FINANCIAL OFFICER
AUSTRALAND PROPERTY GROUP
High quality investment Australand’s high quality investment portfolio was valued
portfolio valued at at A$2.1 billion (S$2.7 billion) as at December 31, 2010.
PAGE
A$2.1 billion as at Portfolio metrics remain very strong with occupancy of 98%
68
December 31, 2010 and a weighted average lease expiry profile of 5.0 years.
AUSTRALAND
BUSINESS REVIEW
PROPERTY GROUP
WARRIEWOOD, THE SANDS
SYDNEY
AUSTRALIA
150
given its leverage to the growing Asia region. Strong 600
0
-241
400
employment conditions and improving consumer confidence
200 -150
combined with Australand’s competitive positioning in each
0 -300
of the sectors in which it operates provide reason for Australand FY2009 FY2010 FY2009 FY2010
Australand has a clear growth strategy and earnings momentum to S$312 million on improved
operating performance, fair value
69
which positions it well to deliver continued growth. gains and absence of impairment.
HUMAN
RESOURCE
strength for growth and These include undergraduates, fresh graduates, young and
succession planning mid-career professionals as well as industry veterans.
BUSINESS REVIEW
Since formation in 2006,
HUMAN RESOURCE
CapitaLand Institute of
Management and
Business (CLIMB) has
provided training for
5,750 employees
PHILANTHROPY
S$10m Every year, CapitaLand allocates up to 0.5% of its net profit to
CapitaLand Hope Foundation (CHF), its philanthropic arm, to
CAPITALAND LIMITED
Donated close to
support programmes for the shelter, education and healthcare
S$10 million to aid
needs of underprivileged children. In 2010, CHF celebrated its
underprivileged
5th anniversary with close to S$10 million donated since 2005.
children since 2005
Its donation of S$500,000 to President’s Challenge 2010 was
largely due to the charity sales of the book “Building People:
Sunday Emails from a CEO Volume 2” by Mr Liew Mun Leong,
President and CEO, CapitaLand Group.
visit the Shanghai World Expo 2010, with the aim of inspiring
72
COMMUNITY
CapitaLand believes in promoting an understanding of the
cultures between Singapore and overseas communities. It was
a Supporting Partner of the Singapore Pavilion at the Shanghai
World Expo 2010. CapitaLand is the Presenting Sponsor and
Conservation Donor of the pair of giant panda cubs Singapore
PAGE
INVESTOR RESOURCE
FINANCIAL YEAR ENDED 31 DECEMBER 2010
FINANCIAL CALENDAR
Books Closure 12 May 2011
Benchmark
Index
450
400
350
300
250
200
150
100
CAPITALAND LIMITED
50
0
Dec 02
Dec 03
Dec 04
Dec 05
Dec 06
Dec 07
Dec 08
Jun 09
Jun 10
Jun 02
Jun 03
Jun 04
Jun 05
Jun 06
Jun 07
Jun 08
Dec 01
Jun 01
Jun 00
Dec 00
Dec 09
Dec 10
INVESTOR RESOURCE
The Paragon, Shanghai, China – one of the projects secured
through the OODL acquisition
YEAR IN BRIEF
JANUARY CapitaMalls Asia acquired Meili project,
CapitaLand signed an agreement with Hoang comprising retail and residential in Chengdu,
Thanh Investment and Infrastructure China for RMB459.9 million (S$94.6 million).
Development Joint Stock Company to jointly
develop a 14,000-square-metre residential site CapitaMalls Asia monetised Clarke Quay,
in Ha Dong District in Mo Lao New Urban Area, Singapore’s premier lifestyle and entertainment
Hanoi, Vietnam. The signing ceremony was precinct, to CapitaMall Trust for S$268.0 million.
witnessed by Singapore Prime Minister Lee
Hsien Loong and Vietnam Prime Minister MARCH
Nguyen Tan Dung in Hanoi. CapitaMalls Asia acquired Tianfu integrated
development, comprising a shopping mall,
CapitaLand’s Urban Suites condominium was residential and office towers in Chengdu, China
launched and saw strong sales. The high-end for RMB554.2 million (S$114.0 million).
development in the Cairnhill area in
Singapore’s prime Orchard Road shopping CapitaMalls Asia opened Anyang Mall in
district has a total of 165 apartments. Anyang, China.
CapitaLand held a groundbreaking ceremony Ascott entered Vietnam’s fourth largest city,
for a residential development located in Danang, through securing a contract to manage
Jinshazhou, in the heart of the Guangzhou- the 121-unit Somerset Danang Bay.
Foshan Metropolis Circle. The project will
comprise about 2,800 units. APRIL
ANNUAL REPORT 2010
comprises seven prime sites in Shanghai, Capitala, a joint venture between CapitaLand
77
CapitaMalls Asia opened Cuiwei Mall in being conferred the Green Mark Platinum Award
Beijing, China. by the Building and Construction Authority.
mall and a serviced residence. Mr Wong Heang Fine assumed the CEO
position at CapitaLand Residential Singapore.
CapitaLand launched its ‘Hand in Hand 20.10’
campaign, bringing 2,010 underprivileged CapitaLand divested its entire 50% stake in
children across China, including CapitaLand Sichuan Zhixin CapitaLand Co., Ltd for a net
Hope School students, to visit the Shanghai gain of approximately S$33 million, in line
World Expo 2010. The campaign also marked with its ongoing strategy of capital productivity.
the 20th anniversary of diplomatic relations
between Singapore and China, and CapitaMalls Asia successfully listed CapitaMalls
CapitaLand’s 10th anniversary. Malaysia Trust (CMMT), Malaysia’s largest
“pure-play” shopping mall REIT by market
PAGE
Six Battery Road was the first operating office capitalisation and property value, on the Main
78
building in Singapore’s Central Business District Market of the Bursa Securities, Malaysia.
INVESTOR RESOURCE
Ascott entered Bali in Indonesia through Mr Lim Swee Say, Minister in the Prime
securing a contract to manage the 174-unit Minister’s Office of Singapore, officiated the
Citadines Kuta Bali. grand opening of Ascott’s first property in
Chengdu, China – the 200-unit Somerset
CapitaLand invested in a 62% stake in the joint Riverview Chengdu.
venture with Hersing Corporation Ltd to acquire
the StorHub brand and four self-storage Latitude, a boutique freehold development in
properties in Singapore. Singapore with 127 elegant apartments,
achieved Temporary Occupation Permit.
AUGUST
Ascott announced its target to achieve 40,000 Ascott secured a contract to manage its first
apartment units globally by 2015 at the opening Ascott-branded property in Dubai, UAE – the
of the 278-unit Ascott Huai Hai Road Shanghai 118-unit Ascott Park Place Dubai.
YEAR IN BRIEF
in China.
OCTOBER
Ascott clinched contracts to manage four Ascott injected 28 quality stabilised assets in
more properties in China – the 160-unit Europe and Asia into Ascott Reit with divestment
Ascott Raffles City Ningbo; 151-unit Ascott proceeds of S$974 million. This move gave
Raffles City Hangzhou; 178-unit Ascott Suzhou; Ascott financial capacity to capture new growth
and 314-unit Ascott Guangzhou IFC. opportunities and has transformed Ascott Reit
into a larger and stronger platform which
Ascott announced it would convert the 51-unit complements Ascott’s global growth strategy.
Citadines Louvre Paris into Ascott Louvre Paris,
the company’s first Ascott-branded property Nearly 200 units built under the first phase of
in France. CapitaLand China’s The Loft residential project
in Chengdu were successfully handed over
Riverside Ville, located in Chancheng District to buyers.
in Foshan, China, was awarded the Green
Mark Award by Singapore’s Building and CapitaLand organised an Investor Day specially
Construction Authority. It is the first project in for its retail shareholders to celebrate its
South China to win the award. 10th Anniversary. A total of 1,500 retail investors
were present to listen to presentations made
CapitaLand raised S$350 million through by top and senior management.
a 10-year, Singapore-dollar bond with a
coupon rate of 4.3%. CapitaValue Homes, a new strategic business
unit, was formed to meet the demand for
CapitaMalls Asia raised S$350 million affordable homes in Asia.
through 3.95% unrated fixed rate notes
under a S$2 billion Euro-Medium Term CapitaValue Homes entered into a Co-operative
Note Programme. Agreement with the Caidian District Government
ANNUAL REPORT 2010
units above a shopping mall. Prime Minister Lee Hsien Loong and Vietnam
79
NOVEMBER DECEMBER
The five towers of Rihan Heights reached their d’Leedon received strong buyer interest during
final heights, and a topping-out ceremony was preview sales to former owners of Farrer Court
held to mark this significant construction and an initial launch. The project’s seven 36-
milestone. The residential project in Abu Dhabi storey residential towers will offer breathtaking
is on schedule to be handed over to views of Singapore’s skyline and large
homebuyers in 2011. expanses of greenery.
CapitaLand sold its entire 49% stake in Runwal Ascott opened its first Citadines-branded
CapitaLand India Private Limited which owned property in Indonesia, the 135-unit Citadines
The Orchard Residency in Mumbai, India, Quartier Jakarta.
at a cash consideration of INR1.02 billion
(approximately S$30 million). The divestment CapitaLand entered into four sale and purchase
enabled early recycling of capital ahead of the agreements to divest its 163 strata-titled units
project completion. in The Adelphi for a total consideration of
S$218.1 million to recycle capital.
CapitaLand established a US$200 million joint
venture fund with Mitsubishi Estate Asia and Phase two of Beaufort in Beijing was launched
GIC Real Estate to invest in residential to strong response. Homebuyers had a choice
developments in Vietnam. of 220 units, comprising studios, one- and
two-bedroom apartments.
CapitaLand and its partners unveiled d’Leedon,
a 1,715-unit condominium on the site of the CapitaMalls Asia acquired Queensbay Mall
former Farrer Court. The iconic project in in Penang, Malaysia for RM651.8 million
CAPITALAND LIMITED
CapitaMalls Asia opened Xinxiang Mall in CapitaLand closed a joint venture fund to
80
INVESTOR RESOURCE
REPORT FOR THE PERIOD FROM 1 JANUARY 2010 TO 31 DECEMBER 2010
CapitaLand observes high standards of To assist the Board in the discharge of its
corporate conduct in line with the Principles oversight functions, various Board Committees,
of the Code of Corporate Governance 2005 namely Audit Committee (”AC”), Corporate
(the “Code”). We believe that each company Disclosure Committee (”CDC”), Executive
needs to develop and maintain sound and Resource and Compensation Committee
transparent policies and practices to meet (”ERCC”), Finance and Budget Committee
its specific business needs and to provide a (”FBC”), Investment Committee (”IC”),
solid foundation for a trusted and respected Nominating Committee (”NC”) and Risk
business enterprise. We remain focused on Committee (”RC”) have been constituted with
CORPORATE GOVERNANCE
the substance and spirit of the Principles of clear written Terms of Reference. Other Board
the Code while achieving operational Committees may be formed as dictated by
excellence and delivering the Group’s long business imperatives.
term strategic objectives.
Membership of the various Board Committees
This Report on our corporate governance is carefully managed to ensure an equitable
practices for financial year 2010 (”Report”) distribution of responsibility among Board
describes our application of good governance members, to maximise the effectiveness of
principles in building a company committed the Board and to foster active participation
to integrity, excellence and its people. The and contribution from Board members.
application is underpinned by sound systems Diversity of experience and appropriate skills
of internal controls and accountability, which are considered. CapitaLand has also taken
help to promote and drive long term steps to ensure that there are appropriate
sustainable growth and shareholder value. checks and balances between the different
Board Committees. Hence, membership of the
The following sections covering each of the FBC and IC being committees which are more
Principles outline our policies and practices. involved in key businesses or executive
decisions, and membership of the AC with its
(A) BOARD MATTERS supervisory role, are mutually exclusive.
Principle 1: Board’s Conduct of Affairs
CapitaLand is led by an effective Board The Board meets regularly to review the key
comprising a majority of independent non- activities and business strategies of the Group,
executive directors. Each director brings to the at least once every quarter, and as required
Board his skills, experience, insights and sound by business imperatives. The Board deliberates
judgement, which together with strategic strategic policies of the Group, including
networking relationships, serves to further the significant acquisitions and divestments,
interests of the Group. At all times, the directors approving the annual budget, reviewing the
are collectively and individually obliged to act performance of the Group’s businesses, and
in good faith and consider the best interests approving the release of the quarterly and
of CapitaLand. full-year results. The AC is delegated the
authority by the Board to review such results.
ANNUAL REPORT 2010
A table of the Board members’ participation authority to the Boards and Management
in the various Board Committees is set out Committees of its various strategic business
on page 92 of this Report. This reflects each units (”SBU”) within strict limits. Apart from
Board member’s additional responsibilities convening four formal meetings of the IC in
and special focus in the respective 2010, the views of the IC and Board were
Board Committee. actively sought by the SBUs, and the approval
of the IC obtained where required.
A table showing the attendance record of
directors at Board and Board Committee Changes to regulations and accounting
meetings during the year is set out on page standards are monitored closely by
93 of this Report. We believe in the manifest Management. Where regulatory changes
contribution of our directors beyond attendance have an important bearing on CapitaLand’s
at formal Board and Board Committee or directors’ disclosure obligations, directors
meetings. CapitaLand’s directors are all are briefed during Board meetings or at
professionals with diverse experience able to specially-convened sessions conducted
provide effective guidance on the strategic by professionals.
direction of the Group’s businesses. To judge
a director’s contribution based on his Newly appointed directors are given briefings
attendance at formal meetings alone would by Management on the business activities of
not do justice to his overall contribution, which the Group and its strategic directions. Upon
includes being accessible to Management for appointment, each director is briefed and
guidance or exchange of views outside the provided with a formal letter setting out the
formal environment of Board meetings. director’s duties and obligations. Directors are
expected to exercise independent judgement
The Board has adopted a set of internal controls in the best interests of CapitaLand. Directors
which sets out approval limits for capital are also briefed and provided with relevant
expenditure, investments and divestments, information on CapitaLand’s policies and
bank borrowings and signature of cheques at procedures relating to corporate conduct and
Board level. Approval sublimits are also governance including disclosure of interests
provided at Management levels to facilitate in securities, prohibitions on dealings in
operational efficiency. CapitaLand’s securities, restrictions on
disclosure of price sensitive information and
The IC is chaired by Dr Hu Tsu Tau and the disclosure of interests relating to certain
comprises Mr Liew Mun Leong, Mr Jackson property transactions.
Peter Tai, Professor Kenneth Stuart Courtis,
Mr Simon Claude Israel (appointed on 1 July The directors are provided with opportunities
2010) and Mr Olivier Lim Tse Ghow, the Group for continuing education in areas such as
Chief Financial Officer (”Group CFO”). The IC directors’ duties and responsibilities, corporate
has been delegated the authority by the Board governance, changes in financial reporting
to approve the Group’s investments and standards, insider trading, changes in the
CAPITALAND LIMITED
divestments, participation in tenders and bids Companies Act and listing rules, and
and acceptance of credit facilities from financial industry-related matters, so as to update
institutions and banks. Since 2000, the Board them on matters that affect or may enhance
had approved the delegation of some of its their performance as Board or Board
Committee members.
PAGE
82
INVESTOR RESOURCE
Principle 2: Board Composition and Guidance amount of S$16,590 for consultancy services
The Board comprises 12 directors, with 11 non- rendered to a subsidiary of CapitaLand in
executive directors. the financial year 2010, the NC considers
both Professor Courtis and Mrs Selvam as
The non-executive Chairman Dr Hu Tsu Tau independent directors notwithstanding their
brings with him a wealth of experience both relationships with CapitaLand in respect of
in the Singapore Government (as a former Guidance Note 2.1(c) of the Code as the
Cabinet Minister) and in a major global amounts paid are not significant and they
company (as previous Chairman and Chief are able to exercise strong independent
CORPORATE GOVERNANCE
Executive of the Shell Group of companies in judgement in their deliberations in the
Singapore). The sole executive director is Mr interests of CapitaLand.
Liew Mun Leong, who is also the President
and Chief Executive Officer (”CEO”). Principle 3: Chairman and
Chief Executive Officer
The directors are business leaders and To maintain effective supervision and
professionals with governmental, financial, accountability at each of the Board and
banking, tax, trading, real estate, transport and Management levels, the positions of Chairman
legal backgrounds. Profiles of the directors are and CEO are held by separate individuals.
provided on pages 18 to 25 of this Report.
The non-executive Chairman, Dr Hu Tsu Tau,
This composition of the Board enables is responsible for the Board and acts
Management to benefit from the directors’ independently in the best interests of
external, diverse and objective perspective CapitaLand and its shareholders, while the
on issues brought before the Board. It also President and CEO, Mr Liew Mun Leong,
enables the Board to interact and work with is responsible for the running of the
Management through a robust exchange of Group’s businesses.
ideas and views to help shape the strategic
process. This, together with a clear separation The Chairman ensures that the members of
of the role of the Chairman and the CEO, the Board and Management work together
provides a healthy professional relationship with integrity, competency and moral authority,
between the Board and Management with and that the Board constructively engages
clarity of roles and facilitates robust Management on strategy, business operations,
deliberations on the business activities enterprise risk and other plans.
of the Group.
The President and CEO is a Board member
The Board has established the NC which makes and has full executive responsibilities over
recommendations to the Board on all Board the business directions and operational
appointments and determines a director’s decisions of the Group. The President and
independence. The NC has determined that CEO, in consultation with the Chairman,
10 of the 11 non-executive directors on the schedules Board meetings and finalises the
ANNUAL REPORT 2010
Board were independent in the financial year preparation of the Board meeting agenda.
2010. Although Professor Kenneth Stuart He ensures the quality and timeliness of the
Courtis received payment of an amount of flow of information between Management and
US$2,016 for services rendered to CapitaLand the Board. He is also responsible for ensuring
as Economics Advisor and Mrs Arfat Pannir that CapitaLand complies with corporate
Selvam received payment of an aggregate governance guidelines.
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83
CORPORATE
GOVERNANCE
REPORT FOR THE PERIOD FROM 1 JANUARY 2010 TO 31 DECEMBER 2010
CORPORATE GOVERNANCE
financial reports. The Articles of Association
A more important consideration is that the of CapitaLand provide for directors to
Board, through the NC, had ensured from the convene meetings by teleconferencing or
outset the requisite blend of background, videoconferencing. Where a physical Board
experience and knowledge in technology, meeting is not possible, timely communication
business, finance and management skills with members of the Board is effected through
critical to the Group’s businesses. It has from electronic means which include electronic mail,
the outset ensured that each director with his teleconferencing and videoconferencing.
special contribution brings to the Board an Alternatively, Management will brief directors
independent and objective perspective to in advance before seeking the Board’s approval.
enable balanced and well-considered decisions
to be made. The Board has access to Senior Management
and the Company Secretary at all times. The
The NC has beginning 2011 initiated processes Company Secretary attends to corporate
for formal Board assessment to be carried out secretarial administration matters and is the
by an external consultant. corporate governance advisor on corporate
matters to the Board and Senior Management.
Renewal or replacement of Board members The Company Secretary attends Board
do not necessarily reflect their contributions meetings. The appointment and removal of
to date, but may be driven by the need to the Company Secretary are subject to the
position and shape the Board in line with approval of the Board. The Board also has
the medium term needs of CapitaLand and access to independent professional advice
its business. where appropriate.
may better understand the matters prior to the auditors separately at least once a year, without
Board meeting and discussion may be focused the presence of the President and CEO and
on questions that the members may have. the Senior Management, in order to have
However, sensitive matters may be tabled at unfettered access to information that it
the meeting itself or discussed without any may require.
PAGE
85
CORPORATE
GOVERNANCE
REPORT FOR THE PERIOD FROM 1 JANUARY 2010 TO 31 DECEMBER 2010
(B) REMUNERATION MATTERS The aim of the ERCC is to build capable and
Principle 7: Procedures for Developing committed management teams, through
Remuneration Policies competitive compensation, focused
Principle 8: Level and Mix of Remuneration management, and progressive policies which
Principle 9: Disclosure on Remuneration can attract, motivate and retain a pool of
We believe that a framework of remuneration talented executives to meet the current and
for the Board and key executives should not future growth of CapitaLand.
be taken in isolation. It should be linked to the
building of management bench strength and The ERCC conducts, on an annual basis, a
the development of key executives. This is to succession planning review of the President
ensure continual development of talent and and CEO and selected key positions in
renewal of strong and sound leadership for a CapitaLand. Potential internal and external
sustainable business and a lasting Company. candidates for succession are reviewed in the
CapitaLand’s ERCC plays a crucial role in light of immediate, medium term and longer
helping to ensure that we are able to attract, term needs and readiness.
recruit and retain the best talents to drive the
Group’s businesses forward. The ERCC has access to expert professional
advice on human resource matters whenever
The ERCC is chaired by Mr Peter Seah Lim there is a need to consult externally. In its
Huat and comprises Mr Ng Kee Choe and deliberations, the ERCC takes into consideration
Mr Simon Claude Israel. industry practices and norms in compensation.
The President and CEO is not present
The majority of the ERCC members, including during the discussions relating to his own
the Chairman, are independent non-executive compensation and terms and conditions of
directors. Outside members may be co-opted service, and the review of his performance.
into the ERCC to provide a global perspective The President and CEO will be in attendance
of talent management and remuneration when the ERCC discusses policies and
practices. compensation of his senior team and key staff.
This includes major compensation and
The ERCC oversees executive compensation incentive policies such as contingent share
and development in CapitaLand. The ERCC is awards, bonus, staff salary review and other
guided by its Terms of Reference. Specifically, incentive schemes. One ERCC meeting was
the ERCC will: held in 2010.
• approve the remuneration framework for
non-executive directors; Non-executive directors have remuneration
• establish compensation policies for packages consisting of directors’ fees,
key executives; attendance fees and share awards. The
• approve salary reviews, bonus and directors’ fee policy is based on a scale of fees
incentives for key executives; divided into basic retainer fees as director and
• approve share incentives and share additional fees for attendance and serving on
CAPITALAND LIMITED
The President and CEO as executive director Share awards which were made in 2010 were
does not receive director’s fees. He is the lead based on the CapitaLand Performance Share
member of Management. His compensation Plan and the CapitaLand Restricted Stock Plan
consists of his salary, allowances, bonuses (the “Existing Share Plans”) approved and
and contingent share awards. The latter is adopted by shareholders of the Company at
CORPORATE GOVERNANCE
conditional upon him and CapitaLand meeting an Extraordinary General Meeting held on
certain performance targets. The details of his 16 November 2000.
compensation package are provided in the
Other Information on page 102. At the Extraordinary General Meeting of
the Company held on 16 April 2010, the
Key executives’ compensation consists of shareholders approved the adoption of a new
salary, allowances, bonuses and contingent CapitaLand Performance Share Plan 2010 and
share awards. The latter is conditional upon a new CapitaLand Restricted Share Plan 2010
meeting certain performance targets. (the “New Share Plans”). Upon the adoption
A significant proportion of executives’ of the New Share Plans, the Existing Share
remuneration is linked to company and Plans were terminated without prejudice to
individual performance in the form of share the rights of holders of outstanding options
based and Economic Value Added based and awards. The New Share Plans carry the
compensation. The Code requires a company same terms as the Existing Share Plans except
to disclose the names of at least the top five that the maximum size of the shares to be
key executives of the company. CapitaLand awarded has been reduced to 8% over the 10-
considers members of the Office of the year life of the New Share Plans (compared to
President as its key executives. Currently, apart 15% for the Existing Share Plans).
from the President and CEO who is the
executive director, the other four members of Details of the Existing Share Plans and New
the Office of the President are CapitaLand Chief Share Plans as well as awards granted under
Corporate Officer Ms Jennie Chua Kheng Yeng, the Existing Share Plans are given in the Share
CapitaLand Chief Investment Officer Mr Wen Plans section of the Directors’ Report from
Khai Meng, CapitaLand Group CFO Mr Olivier pages 110 to 115.
Lim Tse Ghow and The Ascott Limited CEO
Mr Lim Ming Yan. Their remuneration in bands (C) ACCOUNTABILITY AND AUDIT
of S$250,000 are provided in the Other Principle 10: Accountability
Information on page 102. CapitaLand believes in conducting itself in
ways that deliver maximum sustainable value
No employee of CapitaLand and its subsidiaries to its shareholders. CapitaLand promotes best
is an immediate family member of a practices as a means to build an excellent
ANNUAL REPORT 2010
director or the President and CEO and whose business for its shareholders and is accountable
remuneration exceeds S$150,000 during to shareholders for its performance.
the financial year 2010. “Immediate family
member” means the spouse, child, adopted At CapitaLand, the separation of the roles of
child, step-child, sibling and parent. the Chairman and the President and CEO, and
PAGE
87
CORPORATE
GOVERNANCE
REPORT FOR THE PERIOD FROM 1 JANUARY 2010 TO 31 DECEMBER 2010
the holding of such appointments by separate between CapitaLand and CapitaMalls Asia
individuals, ensure effective supervision of Limited, the processes for the management of
Management and maintenance of material conflicts of interest within the
accountability of the Board to the shareholders, Group and also the resolution of all conflicts
and of Management to the Board. of interest matters referred to the AC.
Prompt fulfilment of statutory reporting The AC reviews quarterly and full-year results
requirements is but one way to maintain and the appointment and re-appointment of
shareholders’ confidence and trust in the auditors before recommending them to the
capability and integrity of CapitaLand. Board for approval. The AC also approves the
compensation of the external auditors, as
CapitaLand was the first listed real estate well as considers the nature and extent of
group in Singapore to implement quarterly non-audit services and their potential impact
reporting before it became a requirement by on the independence and objectivity of the
the Singapore Exchange Securities Trading external auditors.
Limited (”SGX-ST”). This shows CapitaLand’s
corporate intent to discharge its continuing The AC also reviews arrangements by which
obligation of prompt and thorough disclosures employees of CapitaLand may, in confidence,
as practised by international standards, in view raise concerns about possible improprieties
of the global reach of its businesses and in matters of financial reporting or other
shareholder base. matters. Pursuant to this, the AC has introduced
a Whistle Blowing Policy where staff may raise
Principle 11: Audit Committee improprieties to the Chairman, with the
CapitaLand’s internal policy requires the AC confidence that, in good faith, the staff making
to have at least three members, all of whom such reports will be treated fairly and be
are non-executive and the majority must protected from reprisal. The AC confirms that
be independent. no reports have been received under the
Whistle Blowing Policy thus far.
The AC is chaired by Mr Richard Edward
Hale and comprises Mr James Koh Cher Siang A total of four AC meetings was held in
and Mrs Arfat Pannir Selvam. All the members 2010. The AC also held one meeting with
of the AC, including the Chairman, are the external auditors and internal auditors,
independent non-executive directors. without Management’s presence, to discuss
The members bring with them invaluable the reasonableness of the financial reporting
managerial and professional expertise in process, the system of internal control,
the financial, tax and legal domains. and the significant comments and
recommendations by the auditors.
The AC is guided by Terms of Reference
which defines its scope of authority. These Principle 12: Internal Controls
Terms include review of the annual audit Principle 13: Internal Audit
CAPITALAND LIMITED
plan, adequacy of the internal audit process, CapitaLand believes that it has in place a
results of audit findings and Management’s system of internal controls to safeguard
response, adequacy and effectiveness of shareholders’ interests and the Group’s assets,
internal controls, Interested Person and also to manage risks.
Transactions, framework and processes
established for the implementation of the The AC’s responsibilities in the Group’s internal
terms of the collaboration agreement controls are complemented by the work of the
FBC and the RC.
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INVESTOR RESOURCE
The FBC is chaired by Mr Peter Seah Lim The Group has an Internal Audit Department
Huat and comprises Mr Liew Mun Leong, (”CL IA”) which reports directly to the Chairman
Mr Jackson Peter Tai, Professor Kenneth Stuart of the AC and administratively to the Group
Courtis and Mr Olivier Lim Tse Ghow, the CFO. CL IA plans its internal audit schedules in
Group CFO. The FBC reviews the annual budget consultation with, but independently of,
and financial policies of the Group. Management and its plan is submitted to the
AC for approval at the beginning of each year.
A total of two FBC meetings was held in The AC also meets with CL IA at least once a
2010 to review the financial forecasts and the year without the presence of Management.
CORPORATE GOVERNANCE
annual financial plan of the Group. Major
business events, initiatives, strategies and CL IA is a corporate member of the Singapore
areas of concern were also discussed at the branch of the Institute of Internal Auditors Inc.
meetings. In addition, the FBC reviews and (”IIA”), which has its headquarters in the USA.
approves updates to the CapitaLand Group CL IA subscribes to, and is guided by, the
Finance Manual. Standards for the Professional Practice of
Internal Auditing (”Standards”) developed by
The RC was formed in September 2002 as part the IIA and has incorporated these Standards
of CapitaLand’s efforts to strengthen its risk into its audit practices.
management processes and framework. The
RC is chaired by Mr James Koh Cher Siang The Standards set by the IIA cover requirements
and comprises Mr Richard Edward Hale and on:
Mrs Arfat Pannir Selvam. A total of four RC • Independence;
meetings was held in 2010. • Professional Proficiency;
• Scope of Work;
The RC’s role is to: • Performance of Audit Work; and
• review the adequacy of CapitaLand’s risk • Management of the Internal Auditing
management process; Department.
• review and approve in broad terms,
the risk guidelines and limits. These CL IA staff involved in Information Technology
include country concentration limits and (”IT”) audits are Certified Information System
risk-adjusted country hurdle rates for the Auditors and members of the Information
Group and the SBUs, which are reviewed System Audit and Control Association
annually; and (”ISACA”) in the USA. The ISACA Information
• review CapitaLand’s risk portfolio and risk System Auditing Standards provide
levels, as assisted by the CapitaLand guidance on the standards and procedures to
Corporate Risk Assessment Group, be applied in IT audits.
which scrutinises the risk profile of every
major project which is proposed and is To ensure that the internal audits are performed
responsible for compiling the Group by competent professionals, CL IA recruits and
Quarterly Risk Report. Included in the employs suitably qualified staff. In order that
ANNUAL REPORT 2010
report is a monitoring of the utilisation of their technical knowledge remains current and
approved country and treasury limits relevant, CL IA identifies and provides training
of the Group. and development opportunities to these staff.
(D) COMMUNICATION WITH SHAREHOLDERS under the Listing Manual of the SGX-ST, or as
Principle 14: Communication with soon as possible where immediate disclosure
Shareholders is not practicable. Regular briefings and
Principle 15: Greater Shareholder meetings for analysts and the media are held,
Participation generally coinciding with the release of the
CapitaLand’s Investor Relations and Corporate Group’s second quarter and full-year results.
Communications departments facilitate During these briefings, Senior Management
effective communication with CapitaLand’s reviews the Group’s most recent performance
shareholders, analysts, fund managers and and discusses CapitaLand’s outlook. In
the media. the interest of transparency and broad
dissemination, these briefings are webcast live
CapitaLand’s results for the first three quarters and accessible to the public on the Group’s
and full-year for financial year 2010 were all website at www.capitaland.com. Materials
released on a timely basis, within 35 days of used in the briefings are also disseminated
the end of the relevant quarter and 55 days of via SGXNET. Recordings of the briefings are
the end of the full year. archived on the website.
CapitaLand has also formed the CDC which In 2010, Senior Management conducted about
is chaired by Mr James Koh Cher Siang 700 meetings with institutional investors.
and comprises Mr Liew Mun Leong and Management also participated in investor
Mrs Arfat Pannir Selvam. The CDC reviews conferences in London, Paris, Amsterdam,
the promptness and comprehensiveness Edinburgh, New York, Boston, Denver, San
of corporate disclosure issues and Francisco, Frankfurt, Hong Kong, Tokyo and
announcements made to the SGX-ST, and Beijing besides Singapore. In addition,
ensures the adoption of good corporate CapitaLand pursues opportunities to keep its
governance and best practices in terms of retail shareholders informed through the
transparency to shareholders and the investing business media, website postings and other
community. The views and approvals of the publicity channels. In 2010, as part of continual
CDC were sought throughout the year on efforts to maintain a high level of investor
various announcements and news releases access, a CapitaLand Investor Day was
issued by CapitaLand. organised. Senior Management presented the
Group’s activities and strategies to 1,500 retail
CapitaLand continues to keep stakeholders shareholders who attended the event.
and analysts informed of its corporate activities
in Singapore and around the world on a timely CapitaLand supports the Code’s principle
and consistent basis. CapitaLand makes to encourage shareholder participation.
disclosures on an immediate basis as required Shareholders receive the summary financial
CAPITALAND LIMITED
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90
INVESTOR RESOURCE
report and notice of the AGM. Notice of the DEALINGS IN SECURITIES
AGM is also advertised in the press and issued Taking into consideration the SGX-ST Best
via SGXNET. At the AGM and immediately Practices Guide, CapitaLand has issued
thereafter, shareholders have the opportunity guidelines to directors and employees in the
to communicate their views and discuss with Group prohibiting dealings in CapitaLand’s
the Board and Management matters affecting securities (i) while in possession of material
CapitaLand. The respective Chairpersons unpublished price-sensitive information,
of the AC, NC and ERCC, and the external (ii) during two weeks before the release
auditors, would usually be present at the AGM. of CapitaLand’s results for the first three
CORPORATE GOVERNANCE
Voting in absentia and by email may only be quarters and (iii) one month before the release
possible following careful study to ensure of CapitaLand’s full-year results.
that the integrity of the information and
authentication of the identity of shareholders Directors and employees are also prohibited
through the web are not compromised and from dealing in securities of other listed
legislative changes are effected to recognise companies in the Group while in possession
electronic voting. of unpublished price-sensitive information
by virtue of their status as directors and/or
In 2010, CapitaLand was the winner of the employees. They are also made aware of
Most Transparent Company (Property the applicability of the insider trading laws
Category) in the Securities Investors at all times.
Association (Singapore) (SIAS) Investors’
Choice Awards for the tenth consecutive year.
In addition, CapitaLand was named “Best
Overall Managed Property Company in Asia”
in Euromoney Best Managed and Governed
Companies – Asia Poll 2010, “Best Overall
for Corporate Governance” and “Best for
Disclosure and Transparency” in Asiamoney’s
Corporate Governance Poll 2010 and “Best
Disclosure Procedure in Asia Pacific” by World
Finance in its Investor Relations Awards 2010.
CapitaLand is also a signatory of the Statement
of Support Towards Excellence in Corporate
Governance, initiated by SIAS in conjunction
with the inaugural Singapore Corporate
Governance Week 2010.
ANNUAL REPORT 2010
PAGE
91
CORPORATE
GOVERNANCE
REPORT FOR THE PERIOD FROM 1 JANUARY 2010 TO 31 DECEMBER 2010
Executive
Resource and Finance and Corporate
Audit Investment Compensation Nominating Budget Disclosure Risk
Board Members Committee Committee Committee Committee Committee Committee Committee
Dr Hu Tsu Tau C
Professor Kenneth M M
Stuart Courtis
Dr Fu Yuning
Ng Kee Choe 5 M
Non-Board Member
Notes:
1 Appointed as Chairman of Executive Resource and Compensation Committee and Chairman of Nominating Committee on
16 April 2010.
2 Retired as Director, Chairman of Executive Resource and Compensation Committee and Chairman of Nominating Committee on
16 April 2010.
3 Retired as Director on 16 April 2010.
4 Appointed as Director on 1 February 2010. Appointed as Member of Nominating Committee on 1 January 2011.
PAGE
5 Appointed as Director and Member of Executive Resource and Compensation Committee on 16 April 2010.
6 Appointed as Director, Member of Executive Resource and Compensation Committee and Member of Investment Committee on
92
Executive
Resource and Finance and
Audit Investment Compensation Budget Risk
Board Committee Committee Committee Committee Committee
Board Members
Dr Hu Tsu Tau 5 4
CORPORATE GOVERNANCE
Peter Seah Lim Huat 5 1 2
Professor Kenneth 5 3 2
Stuart Courtis
Dr Fu Yuning 1
Ng Kee Choe 4 3
Non-Board Member
Notes:
1 Retired as Director, Chairman of Executive Resource and Compensation Committee and Chairman of Nominating Committee on
16 April 2010.
2 Retired as Director on 16 April 2010.
3 Appointed as Director on 1 February 2010. Appointed as Member of Nominating Committee on 1 January 2011.
PAGE
4 Appointed as Director and Member of Executive Resource and Compensation Committee on 16 April 2010.
5 Appointed as Director, Member of Executive Resource and Compensation Committee and Member of Investment Committee on
93
respective risk profiles for the various countries and business for shareholders on a
units that the Group is active in. This is to ensure that for risk-adjusted basis
every investment undertaken, the potential returns must
commensurate with the risks undertaken so as to create
incremental value for shareholders on a risk-adjusted basis.
STAKEHOLDER COMMUNICATIONS
Investor Relations (Large Cap)” by IR Magazine SEA Awards.
Corporate Governance
Poll for the second
2010 AWARDS (LISTING) year running.
• ASIAMONEY CORPORATE GOVERNANCE POLL 2010
OVERALL BEST COMPANY IN SINGAPORE FOR
CORPORATE GOVERNANCE (2nd consecutive year)
• WORLD FINANCE
BEST FINANCIAL DISCLOSURE PROCEDURE IN ASIA PACIFIC
• THE ASSET
OLIVIER LIM – CFO OF THE YEAR
• FINANCE ASIA
BEST CFO (SINGAPORE) – 2nd
Note 1: The reported current tax is adjusted for the statutory tax impact of interest expense.
Note 2: Monthly average capital employed included equity, interest-bearing liabilities, timing provision, cumulative goodwill and
present value of operating leases.
Borrowings 10,175.0
Equity 16,067.8
Others 508.6
Total 26,751.4
INVESTOR RESOURCE
2010 2009
S$ million S$ million
Distribution:
To employees in wages, salaries and benefits 475.3 421.2
To government in taxes and levies 314.6 146.3
To providers of capital in:
- Net interest on borrowings 433.8 430.3
- Dividends to shareholders 447.4 297.2
1,671.1 1,295.0
Balance Retained in the Business:
Depreciation and amortisation 59.6 63.0
Revenue reserves net of dividends to owners of the Company 825.8 755.8
Non-controlling interests 397.0 (44.3)
1,282.4 774.5
Non-Production Costs:
Allowance for doubtful receivables 6.4 15.4
Fidelity losses arising from financial irregularities 14.0 –
Total Distribution 2,973.9 2,084.9
Productivity Analysis:
Value added per employee (S$'000) # 223 192
Value added per dollar of employment cost (S$) 3.04 2.91
Value added per dollar sales (S$) 0.43 0.41
#
Based on average 2010 headcount of 6,482 (2009: 6,399).
ANNUAL REPORT 2010
PAGE
99
SHAREHOLDING
STATISTICS
AS AT 28 FEBRUARY 2011
Note:
SHAREHOLDING STATISTICS
(1) By virtue of Section 7 of the Companies Act, Cap. 50 of Singapore, Temasek Holdings (Private) Limited (“Temasek”) is deemed to have
an interest in 63,606,870 ordinary shares in which its associated companies have or are deemed to have an interest. Temasek is wholly
owned by the Minister for Finance.
SIZE OF HOLDINGS
No. of % of No. of % of
Size of Shareholdings shareholders shareholders shares shares
Approximately 58.94% of the issued ordinary shares are held in the hands of the public. Rule 723
of the Listing Manual of the Singapore Exchange Securities Trading Limited is complied with.
Bonus and
Salary inclusive other benefits Directors’ fees
of AWS and inclusive of inclusive of Awards
employer’s CPF employer’s CPF(1) attendance fees(2) of shares(3) Total
Directors of the Company $ $ $ $ $
Payable by Company:
Dr Hu Tsu Tau – – 193,000 52,404 245,404
Peter Seah Lim Huat – – 169,250 63,123 232,373
Liew Mun Leong 1,298,840 3,602,021 – 1,792,701 6,693,562
Lim Chin Beng (4) – – 31,678 20,775 52,453
Jackson Peter Tai – – 157,400 36,921 194,321
Richard Edward Hale – – 138,000 56,374 194,374
(5)
Dr Victor Fung Kwok King – – 22,900 – 22,900
James Koh Cher Siang – – 140,000 48,831 188,831
Arfat Pannir Selvam – – 151,000 52,801 203,801
Professor Kenneth Stuart
Courtis – – 155,700 36,921 192,621
Dr Fu Yuning – – 61,000 22,629 83,629
John Powell Morschel (6) – – 77,500 21,041 98,541
Ng Kee Choe (6) – – 56,292 – 56,292
(6)
Simon Claude Israel – – 55,500 – 55,500
Sub-Total 1 1,298,840 3,602,021 1,409,220 2,204,521 8,514,602
Payable by Subsidiaries:
Liew Mun Leong – – – 67,058 67,058
Lim Chin Beng – – 63,500 – 63,500
Richard Edward Hale – – 80,000 – 80,000
James Koh Cher Siang – – 117,442 6,457 123,899
Arfat Pannir Selvam – – 69,964 29,517 99,481
Dr Fu Yuning – – 46,000 18,679 64,679
Sub-Total 2 – – 376,906 121,711 498,617
(6)
Mr John Powell Morschel, Mr Ng Kee Choe and Mr Simon Claude Israel were appointed as Directors of the Company
on 1 February 2010, 16 April 2010 and 1 July 2010, respectively. Fees are payable to Mr Simon Claude Israel’s employer.
102
INVESTOR RESOURCE
1. DIRECTORS’ REMUNERATION (cont’d)
(b) Directors’ Compensation Table for the Financial Year Ended 31 December 2009:
Bonus and
Salary inclusive other benefits Directors’ fees Contingent
of AWS and inclusive of inclusive of awards
employer’s CPF employer’s CPF(1) attendance fees(2) of shares(3) Total
Directors of the Company $ $ $ $ $
Payable by Company:
Dr Hu Tsu Tau – – 130,634 58,463 189,097
Peter Seah Lim Huat – – 154,243 58,463 212,706
OTHER INFORMATION
Liew Mun Leong 1,019,148 3,828,384 – 947,858 5,795,390
Lim Chin Beng – – 105,184 53,591 158,775
Jackson Peter Tai – – 141,494 34,103 175,597
Richard Edward Hale – – 130,534 53,591 184,125
Dr Victor Fung Kwok King (4) – – 59,940 – 59,940
James Koh Cher Siang – – 132,351 58,463 190,814
Arfat Pannir Selvam – – 142,343 43,848 186,191
Professor Kenneth Stuart
Courtis – – 147,794 34,103 181,897
Dr Fu Yuning (5) – – 38,814 – 38,814
Sub-Total 1 1,019,148 3,828,384 1,183,331 1,342,483 7,373,346
Payable by Subsidiaries:
Lim Chin Beng – – 63,500 – 63,500
Richard Edward Hale – – 78,000 – 78,000
James Koh Cher Siang – – 131,000 – 131,000
Arfat Pannir Selvam – – 9,000 – 9,000
Dr Fu Yuning – – 6,900 – 6,900
Sub-Total 2 – – 288,400 – 288,400
Performance Share Plan (“PSP”) at the time of grant. All Directors are granted the contingent awards of shares pursuant
to RSP except for Mr Liew Mun Leong who is granted the contingent awards of shares pursuant to both RSP and PSP.
The final number of shares released under the contingent awards of shares for RSP and PSP will depend on the
achievement of pre-determined targets and subject to the respective vesting period under RSP and PSP. The fair value
of the shares determined for the contingent awards in 2009 is significantly lower than 2008.
(4)
Dr Victor Fung Kwok King had declined the grant of contingent awards of shares.
(5)
Dr Fu Yuning was appointed as a director of the Company on 27 July 2009.
Below $250,000 13 10
103
Total 14 11
OTHER
INFORMATION
2. INTERESTED PERSON TRANSACTIONS
Interested person transactions carried out during the financial year which fall under
Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited are
as follows:
2010
The Group $’000
4. USE OF PROCEEDS
In September 2009, the Company issued $1.2 billion principal amount of convertible bonds
CAPITALAND LIMITED
due in 2016. As of 31 December 2010, the Company has utilised $659 million of the proceeds
and the balance of proceeds unutilised was $541 million.
5. PROPERTY PORTFOLIO
The Group’s property portfolio as at 31 December 2010 is set out in the booklet “Property
Portfolio 31 December 2010” accompanying this Annual Report.
PAGE
104
STATUTORY
ACCOUNTS
CONTENTS
Directors’ Report
106
Statement by Directors
120
Independent Auditors’ Report to
the Members of CapitaLand Limited
121
Balance Sheets
122
Income Statements
123
Statements of Comprehensive Income
124
Statements of Changes in Equity
125
Consolidated Statement of Cash Flows
128
Notes to the Financial Statements
130
DIRECTORS’
REPORT
We are pleased to submit this annual report to the members of the Company, together with the audited financial
statements for the financial year ended 31 December 2010.
Directors
The directors in office at the date of this report are as follows:
Dr Hu Tsu Tau
Peter Seah Lim Huat
Liew Mun Leong
Jackson Peter Tai
Richard Edward Hale
James Koh Cher Siang
Arfat Pannir Selvam
Professor Kenneth Stuart Courtis
Dr Fu Yuning
John Powell Morschel
Ng Kee Choe (appointed on 16 April 2010)
Simon Claude Israel (appointed on 1 July 2010)
According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter
50, particulars of interests of directors who held office at the end of the financial year in shares, debentures,
options and awards in the Company and its related corporations are as follows:
The Company
Ordinary shares
Dr Hu Tsu Tau 180,929 211,893
Peter Seah Lim Huat 180,741 267,417
Liew Mun Leong 2,628,307 3,356,436
Jackson Peter Tai 389,060 600,572
Richard Edward Hale 683,106 839,549
James Koh Cher Siang 64,648 193,633
CAPITALAND LIMITED
DIRECTORS’ REPORT
Options to subscribe for ordinary shares exercisable
from 25/02/2007 to 24/02/2011 at an exercise price of $3.221 per share
Dr Hu Tsu Tau 41,760 41,760
Peter Seah Lim Huat 60,660 –
Jackson Peter Tai 94,360 –
Richard Edward Hale 128,060 –
James Koh Cher Siang 134,800 34,800
Arfat Pannir Selvam 80,880 –
Options to subscribe for ordinary shares exercisable
from 25/02/2007 to 24/02/2016 at an exercise price of $3.181 per share
Liew Mun Leong 493,600 –
Contingent award of Performance shares2 to be delivered after 2009
Liew Mun Leong 0 to 727,3384 –¶
¶
No share was released under the 2007 award.
Contingent award of Performance shares2 to be delivered after 2010
Liew Mun Leong (368,7261 shares) 0 to 720,6604 0 to 737,4524
Contingent award of Performance shares2 to be delivered after 2011
Liew Mun Leong (370,2581 shares) 0 to 718,3204 0 to 740,5164
Contingent award of Performance shares2 to be delivered after 2012
Liew Mun Leong (381,0391 shares) – 0 to 762,0784
Related Corporations
CapitaMalls Asia Limited
Ordinary shares
Dr Hu Tsu Tau 29,000 29,000
CAPITALAND LIMITED
108
STATUTORY ACCOUNTS
Directors’ Interests in Shares or Debentures (cont’d)
DIRECTORS’ REPORT
James Koh Cher Siang – 2,8005
Arfat Pannir Selvam – 12,8005
Dr Fu Yuning – 8,1005
The Ascott Capital Pte Ltd
Liew Mun Leong
- $50 million 3.10% Fixed Rate Notes due 2010 $1,000,000 –
- $150 million 4.70% Fixed Rate Notes due 2011 $1,000,000 $1,000,000
- $200 million 4.38% Fixed Rate Notes due 2012 $1,000,000 $1,000,000
- $50 million 5.15% Fixed Rate Notes due 2014 $1,000,000 $1,000,000
Footnotes:
1
On 30 April 2010 and 3 May 2010, adjustments were made to the exercise prices of unexercised options and the number of
shares under awards respectively. The adjustments were made in accordance with the rules of the CapitaLand Share Option
Plan, the CapitaLand Performance Share Plan and the CapitaLand Restricted Stock Plan, arising from the payment of a special
dividend of $0.05 per issued ordinary share for the financial year ended 31 December 2009.
2
Performance shares are shares under awards pursuant to the CapitaLand Performance Share Plan.
3
Restricted shares are shares under awards pursuant to the CapitaLand Restricted Stock Plan or CMA Restricted Stock Plan.
4
The final number of shares released will depend on the achievement of pre-determined targets over a three-year performance
period. No share will be released if the threshold targets are not met at the end of the performance period. On the other hand, if
superior targets are met, more shares than the baseline award could be delivered up to a maximum of 200% of the baseline
award.
5
The final number of shares released will depend on the achievement of pre-determined targets at the end of a one-year
performance period and the release will be over a vesting period of two to three years. No share will be released if the threshold
targets are not met at the end of the performance period. On the other hand, if superior targets are met, more shares than the
baseline award could be delivered up to a maximum of 150% of the baseline award. For the year 2010, the awards granted to
non-executive directors are time-based with no performance conditions and will be released over a vesting period of two years.
6
Being the unvested half of the award.
7
Being the unvested one-third of the award.
8
Being the unvested two-thirds of the award.
ANNUAL REPORT 2010
There was no change in any of the above-mentioned directors’ interests in the Company and its related
corporations between the end of the financial year and 21 January 2011.
PAGE
109
DIRECTORS’
REPORT
Directors’ Interests in Contracts
During the financial year, the directors’ interests in contracts relate to:
(ii) professional advisory fees of $2,843 paid to Professor Kenneth Stuart Courtis;
(iii) professional fees of $16,590 paid or payable to Selvam LLC (formerly known as Arfat Selvam Alliance LLC),
of which Mrs Arfat Pannir Selvam is a shareholder; and
(iv) an ongoing tenancy lease agreement entered into between a related corporation and a company in which
Mr Liew Mun Leong is a shareholder.
Save as disclosed above, since the end of the last financial year, no other 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.
Share Plans
The Executive Resource and Compensation Committee (“ERCC”) of the Company has been designated as the
Committee responsible for the administration of the Share Plans. The ERCC comprises the following members:
(a) CapitaLand Share Option Plan, Performance Share Plan and Restricted Stock Plan
The CapitaLand Share Option Plan, the CapitaLand Performance Share Plan and the CapitaLand Restricted
CAPITALAND LIMITED
Stock Plan (collectively referred to as the “Existing Share Plans”) were approved and adopted by the
members of the Company at an Extraordinary General Meeting (“EGM”) held on 16 November 2000.
A new CapitaLand PSP 2010 and CapitaLand RSP 2010 (together, the “New Share Plans”) were approved
by the members of the Company at the EGM held on 16 April 2010. These new plans are intended to replace
the CapitaLand Performance Share Plan and the CapitaLand Restricted Stock Plan under the Existing Share
Plans. The Company did not extend the duration of, or replace, the existing CapitaLand Share Option Plan.
The Existing Share Plans were terminated following the adoption of the New Share Plans. However, all
awards granted under the Existing Share Plans prior to its termination will continue to be valid and be subject
to the terms and conditions of the Existing Share Plans.
PAGE
110
STATUTORY ACCOUNTS
Share Plans (cont’d)
(a) CapitaLand Share Option Plan, Performance Share Plan and Restricted Stock Plan (cont’d)
The CapitaLand RSP 2010 is intended to apply to a broader base of executives as well as to the non-executive
directors, while the CapitaLand PSP 2010 is intended to apply to a select group of key senior management.
Under the CapitaLand PSP 2010, the awards granted are conditional on performance targets set based on
medium-term corporate objectives. Awards represent the right of a participant to receive fully paid shares,
their equivalent cash value or combinations thereof, free of charge, upon the Company achieving prescribed
performance target(s). Awards are released once the ERCC is satisfied that the prescribed target(s) have
been achieved. There are no vesting periods beyond the performance achievement periods.
DIRECTORS’ REPORT
Under the CapitaLand RSP 2010, awards granted to eligible participants vest only after the satisfactory
completion of time-based service conditions or where the award is performance-related, after a further
period of service beyond the performance target completion date (performance-based restricted awards).
No minimum vesting periods are prescribed under the CapitaLand RSP 2010.
Awards granted under the CapitaLand RSP 2010 differ from awards granted under the CapitaLand PSP 2010
in that an extended vesting period is normally imposed beyond the performance target completion date, that
is, they also incorporate a time-based service condition as well, to encourage participants to continue serving
the Group beyond the achievement date of the pre-determined performance target(s). In addition, the
CapitaLand RSP 2010 also enable grants of fully paid shares to be made to non-executive directors as part
of their remuneration in respect of their office as such in lieu of cash.
The aggregate number of new shares which may be allotted, issued and/or delivered pursuant to awards
granted under the New Share Plans on any date, when aggregated with existing shares (including shares
held in treasury and cash equivalents) delivered and/or to be delivered, pursuant to the New Shares Plans,
and all shares, options or awards granted under any other share schemes of the Company then in force,
shall not exceed 8% of the total number of issued shares (excluding treasury shares) from time
to time.
The duration of each share plan is 10 years commencing on 16 April 2010. As at the end of the financial
year, there were no issued shares of the Company under the New Share Plans.
** The number of stapled securities issued pursuant to the exercise of options were prior to the consolidation of the stapled
securities in May 2010.
Save as disclosed above, there was no share issued during the financial year by virtue of the exercise of
options to take up unissued shares of the Company and its subsidiary.
PAGE
111
DIRECTORS’
REPORT
Share Plans (cont’d)
(c) Unissued Shares under Options
At the end of the financial year, there were the following unissued ordinary shares of the Company
under options:
Exercise Price* Number of
Number of (per share) Unissued Shares
Holders Expiry Date $ under Options
The Company
Non-Executive Directors 7 24/02/2011 3.22 285,280
(including non-executive directors
of subsidiaries and former directors)
Group Executives 14 18/06/2011 1.15 96,741
14 10/05/2012 0.49 62,459
25 28/02/2013 0.30 239,488
4 29/08/2013 0.30 7,846
67 27/02/2014 0.50 615,517
7 27/08/2014 0.85 43,210
179 25/02/2015 1.72 1,811,796
25 26/08/2015 2.15 111,090
410 24/02/2016 3.18 6,377,502
1 19/06/2016 3.65 87,350
54 01/09/2016 4.09 662,066
10,115,065
Total 10,400,345
* On 30 April 2010, adjustments were made to the exercise prices of unexercised options in accordance with the rules of the
CapitaLand Share Option Plan arising from the payment of a special dividend of $0.05 per issued ordinary share for the
financial year ended 31 December 2009. Exercise prices of the unexercised options were adjusted lower by $0.05 to $0.10
per option to compensate for the decline in values of the said options.
CAPITALAND LIMITED
PAGE
112
STATUTORY ACCOUNTS
Share Plans (cont’d)
(c) Unissued Shares under Options (cont’d)
The aggregate number of options granted since the commencement of the CapitaLand Share Option Plan
to the end of the financial year is as follows:
DIRECTORS’ REPORT
Peter Seah Lim Huat 494,460 (494,460) – –
Liew Mun Leong 6,257,200 (6,257,200) – –
Jackson Peter Tai 722,250 (502,250) (220,000) –
Richard Edward Hale 608,230 (608,230) – –
James Koh Cher Siang 134,800 (100,000) – 34,800
Arfat Pannir Selvam 100,880 (100,880) – –
8,599,580 (8,303,020) (220,000) 76,560
Non-Executive Directors
of subsidiaries (including former
directors of the Company) 10,024,290 (9,286,120) (529,450) 208,720
Group Executives
(excluding Liew Mun Leong) 138,155,955 (93,835,458) (34,205,432) 10,115,065
Parent Group Executives
and others 2,662,482 (2,232,834) (429,648) –
Total 159,442,307 (113,657,432) (35,384,530) 10,400,345
At the end of the financial year, there were also unissued stapled securities of a subsidiary under options
as follows:
** In May 2010, the total number of stapled securities on issue were consolidated on a 1 for 5 basis. For every 5 stapled
securities on issue prior to the consolidation, security holders received 1 new stapled security. The exercise price has been
adjusted for the effect of the security consolidation.
Save as disclosed above, there were no unissued shares of the Company or its subsidiary under options as
at the end of the financial year.
ANNUAL REPORT 2010
PAGE
113
DIRECTORS’
REPORT
Share Plans (cont’d)
(d) Awards under the CapitaLand Performance Share Plan
During the financial year, the ERCC of the Company has granted awards under the Existing Share Plans
which are conditional on targets set for a performance period, currently prescribed to be a three-year
performance period. A specified number of shares will only be released by the ERCC to the recipient at the
end of the qualifying performance period, provided the threshold targets are achieved.
The final number of shares released will depend on the achievement of pre-determined targets over a three-
year performance period. No share will be released if the threshold targets are not met at the end of the
performance period. On the other hand, if superior targets are met, more shares than the baseline award
could be delivered up to a maximum of 200% of the baseline award.
Details of the movement in the awards of the Company during the year were as follows:
^
On 3 May 2010, adjustments were made to the number of shares under awards in accordance with the rules of the
CapitaLand Performance Share Plan arising from the payment of a special dividend of $0.05 per issued ordinary share for the
financial year ended 31 December 2009. The Company granted a total of 362,822 shares to compensate for the decline in
values of the said awards.
The final number of shares released will depend on the achievement of pre-determined targets at the end of
a one-year performance period. No share will be released if the threshold targets are not met at the end of
the performance period. On the other hand, if superior targets are met, more shares than the baseline award
could be delivered up to a maximum of 150% of the baseline award. The shares have a vesting schedule of
two to three years. Recipients can receive fully paid shares, their equivalent cash value or combinations
thereof, at no cost.
CAPITALAND LIMITED
With effect from 2008, the ERCC of the Company has instituted a set of share ownership guidelines for
senior management who receives shares under the CapitaLand Restricted Stock Plan. Under these
guidelines, members of the senior management team are required to retain a portion of the total number of
CapitaLand shares acquired through the CapitaLand Restricted Stock Plan which will vary according to their
job grades and base salaries. For the year 2010, awards granted to non-executive directors are time-based
with no performance conditions and will be released over a vesting period of two years.
PAGE
114
STATUTORY ACCOUNTS
Share Plans (cont’d)
(e) Awards under the CapitaLand Restricted Stock Plan (cont’d)
Details of the movement in the awards by the Company during the year were as follows:
<------------ Movements during the year ------------>
Balance as at Granted/ Lapsed/ Balance as at
1 January 2010 Adjusted^^ Released+ Cancelled 31 December 2010
Year of No. of No. of No. of No. of No. of No. of No. of
Award holders shares shares shares shares holders shares
2007 868 2,012,134 – (1,958,147) (53,987) – –
2008 1,223 3,378,636 24,507 (1,714,443) (261,609) 1,069 1,427,091
DIRECTORS’ REPORT
2009 1,656 8,230,224 2,420,934 (3,505,177) (950,888) 1,430 6,195,093
2010 – – 6,405,436 – (536,667) 885 5,868,769
13,620,994 8,850,877 (7,177,767) (1,803,151) 13,490,953
^^
On 3 May 2010, adjustments were made to the number of shares under awards in accordance with the rules of the
CapitaLand Restricted Stock Plan arising from the payment of a special dividend of $0.05 per issued ordinary share for the
financial year ended 31 December 2009. The Company granted a total of 254,118 shares (of which 34,083 are to be
cash-settled) to compensate for the decline in values of the said awards.
+
The number of shares released during the year was 7,177,767, of which 1,063,145 were cash-settled.
As at 31 December 2010, the number of shares comprised in awards granted under the CapitaLand
Restricted Stock Plan is as follows:
Equity-settled Cash-settled
Final number of shares has not been determined (baseline award) # 5,078,845 663,863
Final number of shares determined but not released 6,594,458 1,153,787
11,673,303 1,817,650
#
The final number of shares released could range from 0% to 150% of the baseline award.
During the year, the aggregate number of new shares issued pursuant to the Existing Share Plans did not exceed
15% of the issued share capital of the Company.
(f) Awards under the CapitaMalls Asia Limited (“CMA”) Share Plans
The CMA Performance Share Plan and the CMA Restricted Stock Plan (collectively referred to as the
“CMA Share Plans”) were approved and adopted by the shareholders’ of CMA at an Extraordinary General
Meeting held on 30 October 2009.
Under the CMA Share Plans, awards are granted to eligible participants who will have the right to receive
ANNUAL REPORT 2010
fully paid shares, their equivalent cash value or combinations thereof, free of charge, upon the company
achieving prescribed performance target(s).
PAGE
115
DIRECTORS’
REPORT
Share Plans (cont’d)
(f) Awards under the CapitaMalls Asia Limited (“CMA”) Share Plans (cont’d)
(i) Awards under the CMA Performance Share Plan
The CMA Performance Share Plan has no vesting periods beyond the performance achievement periods
and applies only to key executives.
Details of the movement in the awards by CMA during the year were as follows:
<------------ Movements during the year ------------>
Balance as at Lapsed/ Balance as at
1 January 2010 Granted Released Cancelled 31 December 2010
Year of No. of No. of No. of No. of No. of No. of No. of
Award holders shares shares shares shares holders shares
2010 – – 871,700 – – 20 871,700
The number of securities outstanding under the Australand Performance Rights Plan as at the end of the
year is summarised below:
CAPITALAND LIMITED
* In May 2010, the total number of stapled securities on issue were consolidated on a 1 for 5 basis. For every 5 stapled
securities on issue prior to the consolidation, security holders received 1 new stapled security. Opening balances of
performance rights granted, and performance rights exercised, lapsed and forfeited, as well as their fair values, have
PAGE
DIRECTORS’ REPORT
The plan provides up to A$1,000 of Australand stapled securities (tax-free) to eligible employees annually
for no cash consideration.
A three-year restriction period on selling, transferring or otherwise dealing with the securities applies,
unless the employee leaves Australand. Under the plan, employees will receive the same benefits as all
other security holders.
The number of securities issued to participants in the plan is the offer amount divided by the weighted
average price at which Australand’s stapled securities are traded on the Australian Stock Exchange
during the week up to and including the acquisition date (rounded down to the nearest whole number
of stapled securities).
During the year, 110,410 (2009: Nil) securities were issued under the Australand Tax Exempt Employee
Security Plan at the weighted average market price of A$2.76 per security.
In addition to the above Australand ESOP, options over unissued Australand stapled securities have
previously been issued to employees under the terms of the Australand Share Option Scheme.
No option has been issued under this scheme since March 2002. No future options will be issued
under this scheme.
ANNUAL REPORT 2010
PAGE
117
DIRECTORS’
REPORT
Audit Committee
The Audit Committee members at the date of this report are Mr Richard Edward Hale (Chairman), Mr James Koh
Cher Siang and Mrs Arfat Pannir Selvam.
The Audit Committee performs the functions specified by Section 201B of the Companies Act, Chapter 50 (the
“Act”), the Listing Manual of the SGX-ST, and the Code of Corporate Governance.
The principal responsibility of the Audit Committee is to assist the Board of Directors in fulfilling its oversight
responsibilities. Areas of review by the Audit Committee include:
• the impact of new, revised or proposed changes in accounting policies or regulatory requirements on the
financial statements;
• the compliance with laws and regulations, particularly those of the Act and the Listing Manual of the
SGX-ST;
• the appointment and re-appointment of external auditors and the level of auditors’ remuneration;
• the nature and extent of non-audit services and their impact on independence and objectivity of the
external auditors;
• the framework and processes established for the implementation of the terms of the collaboration agreement
with CMA in order to ensure that such framework and processes remain appropriate;
• the processes put in place to manage any material conflicts of interest within the Group; and
The Audit Committee also reviews arrangements by which employees of the Company may, in confidence, raise
CAPITALAND LIMITED
concerns about possible improprieties in matters of financial reporting or other matters. Pursuant to this, the
Audit Committee has introduced a Whistle Blowing Policy where employees may raise improprieties to the Audit
Committee Chairman in good faith, with the confidence that employees making such reports will be treated fairly
and be protected from reprisal.
The Audit Committee met four times in 2010. Specific functions performed during the year included reviewing
the scope of work and strategies of both the internal and external auditors, and the results arising therefrom,
including their evaluation of the system of internal controls. The Audit Committee also reviewed the assistance
given by the Company’s officers to the auditors. The financial statements of the Group and the Company were
reviewed by the Audit Committee prior to the submission to the Board of Directors of the Company for adoption.
The Audit Committee also met with the internal and external auditors, without the presence of management, to
discuss issues of concern to them.
PAGE
118
STATUTORY ACCOUNTS
Audit Committee (cont’d)
The Audit Committee has, in accordance with Chapter 9 of the Listing Manual of the SGX-ST, reviewed the
requirements for approval and disclosure of interested person transactions, reviewed the procedures set by the
Group and the Company to identify and report and where necessary, seek approval for interested person
transactions and, with the assistance of the internal auditors, reviewed interested person transactions.
The Audit Committee also undertook quarterly reviews of all non-audit services provided by KPMG LLP and
its member firms and was satisfied that they did not affect their independence as external auditors of
the Company.
The Audit Committee has recommended to the Board of Directors that the auditors, KPMG LLP, be nominated
DIRECTORS’ REPORT
for re-appointment as auditors at the forthcoming Annual General Meeting of the Company.
Auditors
The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.
Dr Hu Tsu Tau
Director
Singapore
28 February 2011
ANNUAL REPORT 2010
PAGE
119
STATEMENT
BY DIRECTORS
In our opinion:
(a) the financial statements set out on pages 122 to 215 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 and changes
in equity of the Group and of the Company, and of the 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.
Dr Hu Tsu Tau
Director
Singapore
28 February 2011
CAPITALAND LIMITED
PAGE
120
INDEPENDENT
AUDITORS’ REPORT
STATUTORY ACCOUNTS
TO THE MEMBERS OF CAPITALAND LIMITED
We have audited the accompanying financial statements of CapitaLand Limited (the “Company”) and its
subsidiaries (the “Group”), which comprise the balance sheets of the Group and the Company as at 31 December
2010, the income statements, statements of comprehensive income and statements of changes in equity
of the Group and the Company and the statement of cash flows of the Group for the year then ended, and a
summary of significant accounting policies and other explanatory notes, as set out on pages 122 to 215.
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 about 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 control relevant to the entity’s preparation of the financial statements
that give a true and fair view 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 management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet, income statement,
statement of comprehensive income 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 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 the results, changes
in equity of the Group and the Company and cash flows of the Group for the year ended on that date.
ANNUAL REPORT 2010
KPMG LLP
Public Accountants and
Certified Public Accountants
PAGE
Singapore
121
28 February 2011
BALANCE
SHEETS
AS AT 31 DECEMBER 2010
The Group The Company
2010 2009 2010 2009
Note $’000 $’000 $’000 $’000
Non-Current Assets
Property, Plant and Equipment 3 1,049,407 1,772,301 8,164 7,291
Intangible Assets 4 459,605 518,026 147 147
Investment Properties 5 4,732,895 5,058,507 – –
Interests in Subsidiaries 6 – – 12,435,703 12,258,126
Interests in Associates 7(a) 8,249,142 7,012,174 – –
Interests in Joint Ventures 8(a) 1,861,232 1,672,056 – –
Other Financial Assets 9(a) 308,205 233,359 – –
Deferred Tax Assets 10 87,686 81,250 3,135 5,461
16,748,172 16,347,673 12,447,149 12,271,025
Current Assets
Development Properties for
Sale and Stock 11 5,419,350 3,590,270 – –
Trade and Other Receivables 12 2,139,625 1,301,916 1,166,526 87,847
Other Financial Assets 9(b) 203,009 196,437 – –
Cash and Cash Equivalents 15 7,190,064 8,729,718 53,954 2,356,466
14,952,048 13,818,341 1,220,480 2,444,313
Less: Current Liabilities
Trade and Other Payables 16 1,694,385 1,880,017 195,367 1,242,589
Short Term Bank Borrowings 18 852,255 992,974 – –
Current Portion of Debt Securities 19 909,519 400,776 – –
Current Portion of Finance Leases 20 – 3,836 – –
Current Tax Payable 496,405 457,374 5,424 10,515
3,952,564 3,734,977 200,791 1,253,104
Net Current Assets 10,999,484 10,083,364 1,019,689 1,191,209
Less: Non-Current Liabilities
Long Term Bank Borrowings 18 3,798,410 3,951,770 – –
Debt Securities 19 4,797,859 4,929,453 3,379,883 3,305,801
Finance Leases 20 – 33,745 – –
Deferred Tax Liabilities 10 593,238 173,756 55,176 65,986
Other Non-Current Liabilities 21 540,687 462,550 32,373 44,597
9,730,194 9,551,274 3,467,432 3,416,384
Net Assets 18,017,462 16,879,763 9,999,406 10,045,850
CAPITALAND LIMITED
Representing:
Share Capital 23 6,276,504 6,229,227 6,276,504 6,229,227
Revenue Reserves 7,652,261 6,839,047 3,301,550 3,396,949
Other Reserves 24 241,886 339,999 421,352 419,674
Equity attributable to Owners
of the Company 14,170,651 13,408,273 9,999,406 10,045,850
Non-controlling Interests 3,846,811 3,471,490 – –
Total Equity 18,017,462 16,879,763 9,999,406 10,045,850
PAGE
122
STATUTORY ACCOUNTS
YEAR ENDED 31 DECEMBER 2010
The Group The Company
2010 2009 2010 2009
Note $’000 $’000 $’000 $’000
Revenue 26 3,382,742 2,957,359 286,565 510,348
Cost of sales (2,106,384) (1,931,165) – –
Gross profit 1,276,358 1,026,194 286,565 510,348
Other operating income 27(a) 892,687 1,238,399 320,579 1,284,775
Administrative expenses (488,279) (412,649) (79,245) (149,068)
Other operating expenses (117,421) (572,121) (94) (115,509)
Financial Statements
Profit from operations 1,563,345 1,279,823 527,805 1,530,546
Finance costs 27(d) (448,183) (453,922) (183,895) (144,796)
Share of results (net of tax) of:
- associates 499,357 (197,961) – –
- joint ventures 321,495 467,156 – –
820,852 269,195 – –
Profit before taxation 27 1,936,014 1,095,096 343,910 1,385,750
Taxation 28 (265,907) (86,462) 8,060 (760)
Profit for the year 1,670,107 1,008,634 351,970 1,384,990
Attributable to:
Owners of the Company 1,273,139 1,052,959 351,970 1,384,990
Non-controlling interests 396,968 (44,325) – –
Profit for the year 1,670,107 1,008,634 351,970 1,384,990
Attributable to:
Owners of the Company 1,152,083 1,056,899 351,970 1,384,990
Non-controlling interests 368,616 197,853 – –
Total comprehensive income for the year 1,520,699 1,254,752 351,970 1,384,990
CAPITALAND LIMITED
PAGE
124
STATUTORY ACCOUNTS
YEAR ENDED 31 DECEMBER 2010
Non-
Share Revenue Other controlling Total
Capital Reserves Reserves Total Interests Equity
The Group $’000 $’000 $’000 $’000 $’000 $’000
At 1 January 2010 6,229,227 6,839,047 339,999 13,408,273 3,471,490 16,879,763
Total comprehensive income
Profit for the year – 1,273,139 – 1,273,139 396,968 1,670,107
Financial Statements
from translation of foreign
operations and foreign
currency loans forming
part of net investment in
foreign operations – – (189,549) (189,549) (29,025) (218,574)
Change in fair value of available-
for-sale investments – – 19,730 19,730 – 19,730
Effective portion of change in
fair value of cash flow hedges – – 30,476 30,476 3,198 33,674
Share of other comprehensive
income of associates and
joint ventures – – 18,287 18,287 (2,525) 15,762
Total other comprehensive
income, net of income tax – – (121,056) (121,056) (28,352) (149,408)
Total comprehensive income – 1,273,139 (121,056) 1,152,083 368,616 1,520,699
Transactions with owners,
recorded directly in equity
Issue of shares 47,277 – (25,110) 22,167 – 22,167
Dividends paid/payable – (447,369) – (447,369) (103,656) (551,025)
Share-based payments – – 32,150 32,150 2,006 34,156
Non-controlling interests
contributions (net) – – – – 19,742 19,742
Changes in ownership interests
in subsidiaries with a
change in control – – – – (33,786) (33,786)
Changes in ownership interests
in subsidiaries with no
change in control – 14,168 (2,204) 11,964 123,339 135,303
Share of reserves of associates
and joint ventures – (6,745) (1,737) (8,482) (877) (9,359)
ANNUAL REPORT 2010
Financial Statements
Dividends paid – (447,369) – – (447,369)
Issue of shares 47,277 – – (6,186) 41,091
Share-based payments – – – 7,864 7,864
Total transactions with owners 47,277 (447,369) – 1,678 (398,414)
At 31 December 2010 6,276,504 3,301,550 383,490 37,862 9,999,406
At 1 January 2009 4,396,144 1,617,293 213,212 41,592 6,268,241
Total comprehensive income
Profit for the year – 1,384,990 – – 1,384,990
Operating activities
Profit after taxation 1,670,107 1,008,634
Adjustments for:
Amortisation and impairment of intangible assets 1,627 56,565
Allowance/(Write back) for:
- foreseeable losses 30,848 304,028
- doubtful receivables 6,381 15,361
- impairment on financial assets 10,936 50,953
- impairment on interests in associates and joint ventures (5,413) 55,254
- impairment on property, plant and equipment 23,891 1,826
Gain from bargain purchase (11,580) (2,958)
Share-based expenses 39,128 28,727
Changes in fair value of financial instruments (19,652) 34,210
Depreciation of property, plant and equipment 57,998 61,466
Gain on disposal of property, plant and equipment (12,077) (23,576)
Gain on disposal of investment properties (13,845) (19,140)
Net fair value (gain)/loss from investment properties (394,585) 225,932
Gain on disposal/liquidation/dilution of equity investments
and other financial assets (254,523) (981,681)
Share of results of associates and joint ventures (820,852) (269,195)
Provision for fidelity losses 7,021 –
Accretion of deferred income (9,209) 895
Interest expense 448,183 453,922
Interest income (83,027) (76,550)
Tax expense 265,907 86,462
(732,843) 2,501
Operating profit before working capital changes 937,264 1,011,135
Decrease/(Increase) in working capital:
Trade and other receivables (324,723) 172,784
Development properties for sale 600,349 (109,362)
Trade and other payables (131,430) (195,636)
Other financial assets – 58,804
Restricted bank deposits (2,729) –
Changes in working capital 141,467 (73,410)
Cash generated from operations 1,078,731 937,725
Income tax paid (176,490) (61,662)
CAPITALAND LIMITED
Net cash generated from operating activities carried down 902,241 876,063
PAGE
128
Net cash generated from operating activities brought forward 902,241 876,063
Investing activities
Proceeds from disposal of property, plant and equipment 110,286 82,592
Purchase of property, plant and equipment (88,310) (205,774)
Investments in associates and joint ventures (215,657) (1,174,234)
(Advance to)/repayment from investee companies
Financial Statements
and other receivables (95,462) 34,277
Prepayment for acquisition of an investment property (18,631) –
Deposits for new investments (135,933) –
Acquisition of investment properties (315,776) (269,831)
Proceeds from disposal of investment properties 1,001,467 238,903
Proceeds from disposal of other financial assets 10,360 132,233
Dividends received from associates and joint ventures 247,839 319,069
Acquisitions of subsidiaries, net of cash acquired 31(b) (3,034,955) (60,051)
Disposals of subsidiaries, net of cash disposed off 31(d) 692,208 509,051
Proceeds from public offering of a subsidiary – 2,763,112
Acquisition of remaining interests in subsidiaries – (21,786)
Transaction costs for public offering of a subsidiary (18,932) –
Interest income received 44,682 33,159
Net cash (used in)/generated from investing activities (1,816,814) 2,380,720
Financing activities
Proceeds from issue of shares under options 22,155 8,154
Proceeds from rights issue – 1,789,655
Borrowing from non-controlling interests 18,739 20,382
Contributions from non-controlling interests 19,742 203,634
Proceeds from disposal of interests in subsidiaries
with no change in control 150,412 –
Repayment of amount owing from sales of future receivables – (234,279)
Proceeds from bank borrowings 3,184,232 2,578,312
Repayment of bank borrowings (3,288,517) (3,114,737)
Proceeds from issue of debt securities 700,000 1,450,000
Repayment of debt securities (404,438) (548,553)
Repayment of finance lease payables (2,387) (4,509)
Dividends paid to non-controlling interests (104,366) (83,037)
Dividends paid to shareholders (447,369) (297,159)
Interest expense paid (438,608) (495,552)
Net cash (used in)/generated from financing activities (590,405) 1,272,311
ANNUAL REPORT 2010
The financial statements were authorised for issue by the Board of Directors on 28 February 2011.
The principal activities of the Company during the financial year are those relating to investment holding and
consultancy services as well as the corporate headquarters which gives direction, provides management
support services and integrates the activities of its subsidiaries.
The principal activities of the significant subsidiaries are those relating to investment holding, real estate
development, investment in real estate financial products and real estate assets, investment advisory and
management services as well as management of serviced residences.
The consolidated financial statements relate to the Company and its subsidiaries (the “Group”) and the
Group’s interests in associates and joint ventures.
The financial statements have been prepared on the historical cost basis except as disclosed in the
accounting policies below.
These financial statements are presented in Singapore Dollars, which is the Company’s functional
currency. All financial information presented in Singapore Dollars have been rounded to the nearest
thousand, unless otherwise stated.
The preparation of the financial statements in conformity with FRSs requires management to
make judgements, estimates and assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and expenses. Actual results may differ from
these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimates are revised and in any future
periods affected.
Information about critical judgements in applying accounting policies that have the most significant
CAPITALAND LIMITED
effect on the amount recognised in the financial statements are described in the following notes:
Note 2(m) – classification of leases
Note 2(p) – recognition of deferred tax assets
Note 36 – contingencies
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a
material adjustment within the next financial year are included in the following notes:
Note 2(n) – estimation of the percentage of completion of the projects, attributable profits for
development properties for sale and allowance for foreseeable losses
Note 3 – measurement of recoverable amounts of property, plant and equipment
PAGE
The Group has applied FRS 103 Business Combinations (2009) in its accounting for business
combinations. Business combinations are now accounted for using the acquisition method as at the
acquisition date (see note 2(b)(i)). Previously, business combinations were accounted for under the
purchase method. In the purchase method, the cost of an acquisition was measured at the fair value of
the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange,
plus costs directly attributable to the acquisition; and the excess of the Group’s interest in the net fair
value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition was credited
to the profit or loss in the period of acquisition. For business acquisitions that were achieved in stages,
any existing equity interests in the acquiree were not re-measured to their fair value. Contingent
consideration was recognised as an adjustment to the cost of acquisition only when it was probable and
can be measured reliably.
The Group has also applied FRS 27 Consolidated and Separate Financial Statements (2009) in accounting
for transaction with non-controlling interests (see note 2(b)(ii) and 2(e)(i)). Changes in the Group’s interest
in subsidiaries that do not result in a loss of control are accounted for as equity transactions. When the
Group losses control of a subsidiary, any interest retained in the former subsidiary will be recorded at fair
value with the re-measurement gain or loss recognised in the profit or loss.
The above changes in accounting policies have been applied prospectively and had the following impact
on the financial statements:
The Group
Increase/(Decrease)
2010
$’000
Except for the above changes, the accounting policies set out below have been applied consistently by
the Group to all periods presented in these financial statements and have been applied consistently by
the entities in the Group.
PAGE
131
NOTES TO THE
FINANCIAL STATEMENTS
2 Summary of Significant Accounting Policies (cont’d)
(b) Basis of consolidation
(i) Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date,
which is the date on which control is transferred to the Group. Control is the power to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing
control, the Group takes into consideration potential voting rights that are currently exercisable.
The consideration transferred does not include amounts related to the settlement of pre-existing
relationships. Such amounts are generally recognised in the profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity
securities, that the Group incurs in connection with a business combination are expensed
as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the
contingent consideration is classified as equity, it is not re-measured and settlement is accounted
for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration
are recognised in the profit or loss.
The Group elects on a transaction-by-transaction basis whether to measure non-controlling interests
at fair value, or at their proportionate share of the recognised amount of the identifiable net assets
of the acquiree, at the acquisition date. If the business combination is achieved in stages, the
Group’s previously held equity interest in the acquiree is re-measured to fair value at each acquisition
date and any changes are taken to the profit or loss.
From 1 January 2004 to 31 December 2009, business combinations are accounted for under the
purchase method. The cost of an acquisition is measured at the fair value of the assets given, equity
instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly
attributable to the acquisition.
For acquisition of subsidiaries prior to 1 January 2004 which previously met the criteria for merger
of businesses such that the assets and liabilities and results were accounted for under the pooling
of interests method, the classification and accounting treatment of these business combinations
have not been reconsidered or restated in preparing the Group’s financial statements.
(ii) Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control commences until
the date that control ceases. Losses applicable to the non-controlling interest in a subsidiary are
allocated to the non-controlling interests even if this results in the non-controlling interests having
CAPITALAND LIMITED
a deficit balance.
Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted
for as equity transactions. Upon the loss of control of a subsidiary, the Group derecognises the
assets and liabilities of the subsidiary, any non-controlling interests and the other components of
equity related to the subsidiary. Any surplus or deficit arising from the loss of control is recognised
in the profit or loss. If the Group retains any interest in the previous subsidiary, then such interest
is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an
equity-accounted investee or as an available-for-sale financial asset depending on the level of
influence retained.
PAGE
132
STATUTORY ACCOUNTS
2 Summary of Significant Accounting Policies (cont’d)
(b) Basis of consolidation (cont’d)
(iii) Associates and joint ventures
Associates are those entities in which the Group has significant influence, but not control, over their
financial and operating policies. Significant influence is presumed to exist when the Group holds
between 20% and 50% of the voting power of another entity. Joint ventures are entities (including
When the Group’s share of losses exceeds its interest in an equity-accounted investee, the carrying
amount of that interest is stated at zero and the recognition of further losses is discontinued except
to the extent that the Group has an obligation or has made payments on behalf of the investee.
(v) Accounting for subsidiaries, associates and joint ventures by the Company
Investments in subsidiaries, associates and joint ventures are stated in the Company’s balance
sheet at cost less accumulated impairment losses.
Transactions in foreign currencies are translated to the respective functional currencies of the Group’s
ANNUAL REPORT 2010
entities at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated
in foreign currencies at the end of the reporting period are retranslated to the functional currency at the
exchange rate prevailing at that reporting date. Non-monetary assets and liabilities denominated in
foreign currencies that are measured at fair value are retranslated to the functional currency at the
exchange rate at the date on which the fair value was determined.
Foreign currency differences arising from retranslation are recognised in the profit or loss, except for
differences arising from the retranslation of monetary items that in substance form part of the Group’s
net investment in a foreign operation, available-for-sale equity instruments and financial liabilities
designated as hedges of net investment in a foreign operation (see note 2(g)) or qualifying cash flow
hedges, which are recognised in other comprehensive income.
PAGE
133
NOTES TO THE
FINANCIAL STATEMENTS
2 Summary of Significant Accounting Policies (cont’d)
(c) Foreign currencies (cont’d)
Foreign operations
The assets and liabilities of foreign operations are translated to Singapore Dollars at exchange rates
prevailing at the end of the reporting period. The income and expenses of foreign operations are
translated to Singapore Dollars at exchange rates prevailing at the dates of the transactions. Goodwill
and fair value adjustments arising from the acquisition of a foreign operation are treated as assets and
liabilities of the foreign operation and translated at the closing rate.
Foreign currency differences are recognised in other comprehensive income, and presented in the
foreign currency translation reserve in equity. However, if the operation is not a wholly-owned subsidiary,
then the relevant proportionate share of the translation difference is allocated to the non-controlling
interests. When a foreign operation is disposed off such that control, significant influence or joint control
is lost, the cumulative amount in the translation reserve related to that foreign operation is transferred to
the profit or loss as part of the gain or loss on disposal. When the Group disposes off only part of its
interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion
of the cumulative amount is reattributed to non-controlling interests. When the Group disposes off only
part of its investment in an associate or joint venture that includes a foreign operation while retaining
significant influence or joint control, the relevant proportion of the cumulative amount is transferred to
the profit or loss.
Subsequent expenditure relating to property, plant and equipment that has already been recognised is
added to the carrying amount of the asset when it is probable that future economic benefits, in excess
of the originally assessed standard of performance of the existing asset, will flow to the Group. All other
subsequent expenditure is recognised as an expense in the period in which it is incurred.
Depreciation on property, plant and equipment is recognised in the profit or loss on a straight-line
basis over the estimated useful lives of each component of an item of property, plant and equipment
as follows:
Leasehold land and buildings (excluding Remaining lease period ranging from
CAPITALAND LIMITED
Residual values of the properties at the end of the intended holding period are determined based
on annual independent professional valuation. Residual value is the estimated amount that the Group
would obtain from the disposal of a property if the property is already of the age and in the condition
expected at the date when the Group has the intention to dispose that property.
Assets under construction are stated at cost and are not depreciated. Expenditure relating to assets
under construction (including borrowing costs) are capitalised when incurred. Depreciation will
commence when the development is completed.
The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if
appropriate, at each reporting date.
Goodwill arising from the acquisition of subsidiaries is presented in intangible assets. Goodwill
arising from the acquisition of associates and joint ventures is presented together with interests in
associates and joint ventures.
recognition and amortised over its estimated useful life of 20 years. On 1 January 2004, the Group
discontinued the amortisation of goodwill. The remaining goodwill balance is subject to testing for
impairment (see note 2(j)). Negative goodwill was derecognised by crediting revenue reserves on 1
January 2004.
Prior to 1 January 2001, goodwill and negative goodwill on acquisitions were written off against
revenue reserves in the year of acquisition.
PAGE
135
NOTES TO THE
FINANCIAL STATEMENTS
2 Summary of Significant Accounting Policies (cont’d)
(e) Intangible assets (cont’d)
(i) Goodwill (cont’d)
Acquisition of non-controlling interests
From 1 January 2010, acquisitions of non-controlling interests are accounted for as transactions
with owners in their capacity as owners and therefore no goodwill is recognised. Previously, goodwill
arising on the acquisition of non-controlling interests in a subsidiary has been recognised, and
represented the excess of the cost of the additional investment over the carrying amount of the
interest in the net assets acquired at the date of the transaction.
Other intangible assets with indefinite useful lives are not amortised and are measured at cost less
impairment losses.
When an investment property or property under development is disposed off, the resulting gain or loss
recognised in the profit or loss is the difference between the net disposal proceed and the carrying
amount of the property.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at
fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial
recognition, non-derivative financial instruments are measured as described below.
A financial instrument is recognised if the Group becomes a party to the contractual provisions of
the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows
CAPITALAND LIMITED
from the financial assets expire or if the Group transfers the financial assets to another party without
retaining control or transfers substantially all the risks and rewards of the assets. Regular way
purchases and sales of financial assets are accounted for at trade date, i.e., the date that the Group
commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group’s
obligations specified in the contract expire or are discharged or cancelled.
Cash and cash equivalents comprise cash balances and bank deposits. Bank overdrafts that are
repayable on demand and form an integral part of the Group’s cash management are included as a
component of cash and cash equivalents for the purpose of the statement of cash flows.
PAGE
136
STATUTORY ACCOUNTS
2 Summary of Significant Accounting Policies (cont’d)
(g) Financial instruments (cont’d)
(i) Non-derivative financial instruments (cont’d)
Instruments at fair value through profit or loss
An instrument is classified as fair value through profit or loss if it is held for trading or is designated
as such upon initial recognition. Financial instruments are designated as fair value through profit or
Investments in equity securities whose fair value cannot be reliably measured are measured at
cost less impairment loss.
Others
Other non-derivative financial instruments are categorised as loans and receivables or financial
liabilities, which are measured at amortised cost using the effective interest method, less any
impairment losses.
On initial designation of the derivative as the hedging instrument, the Group formally documents the
relationship between the hedging instrument and hedged item, including the risk management
objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the
methods that will be used to assess the effectiveness of the hedging relationship. The Group
makes an assessment, both at the inception of the hedge relationship as well as on an ongoing
ANNUAL REPORT 2010
basis, of whether the hedging instruments are expected to be “highly effective” in offsetting the
changes in the fair value or cash flows of the respective hedged items attributable to the hedged
risk, and whether the actual results of each hedge are within a range of 80%-125%. For a cash flow
hedge of a forecast transaction, the transaction should be highly probable to occur and should
present an exposure to variations in cash flows that could ultimately affect reported profit or loss.
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in the
profit or loss when incurred. Subsequent to initial recognition, derivatives are measured at fair value,
and changes therein are accounted for as described below.
PAGE
137
NOTES TO THE
FINANCIAL STATEMENTS
2 Summary of Significant Accounting Policies (cont’d)
(g) Financial instruments (cont’d)
(ii) Derivative financial instruments and hedging activities (cont’d)
Cash flow hedges
Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge
are recognised directly in other comprehensive income and presented in the hedging reserve in
equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes
in fair value are recognised in the profit or loss. If the hedging instrument no longer meets the
criteria for hedge accounting, expires or is sold, terminated or exercised, hedge accounting is
discontinued prospectively.
When the hedged item is a non-financial asset, the amount accumulated in equity is included in
the carrying amount of the asset when the asset is recognised. In other cases, the amount
accumulated in equity is reclassified to the profit or loss in the same period that the hedged item
affects profit or loss.
Fair value hedges
Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are
recognised in the profit or loss. The hedged item is adjusted to reflect change in its fair value in
respect of the risk being hedged, with any gain or loss being recognised in the profit or loss.
Hedge of net investment in a foreign operation
Foreign currency differences arising from the retranslation of a financial liability designated as a
hedge of a net investment in a foreign operation are recognised in the profit or loss. On consolidation,
such differences are recognised directly in other comprehensive income and presented in the
foreign currency translation reserve in equity, to the extent that the hedge is effective. To the extent
that the hedge is ineffective, such differences are recognised in the profit or loss. When the hedged
net investment is disposed off, the cumulative amount in other comprehensive income is transferred
to the profit or loss.
instruments. The gross proceeds are allocated to the equity and liability components, with the
equity component being assigned the residual amount after deducting the fair value of the liability
component from the fair value of the compound financial instrument.
When a convertible bond is being repurchased before its maturity date, the purchase consideration
(including directly attributable costs, net of tax effects) are allocated to the liability and equity
PAGE
components of the instrument at the date of transaction. Any resulting gain or loss relating to the
138
The provision is assessed by reviewing individual claims and tested for adequacy by comparing the
amount recognised and the amount that would be required to settle the guarantee contract.
Significant financial assets are tested for impairment on an individual basis. The remaining financial
assets are assessed collectively in groups that share similar risk characteristics.
In assessing collective impairment, the Group uses historical trends of the probability of default,
timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to
whether current economic and credit conditions are such that the actual losses are likely to be
greater or lesser than that suggested by historical trends.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the
difference between its carrying amount, and the present value of the estimated future cash flows
discounted at the original effective interest rate. Losses are recognised in the profit or loss and
reflected as an allowance account against receivables. When a subsequent event causes the
ANNUAL REPORT 2010
amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit
or loss.
Impairment losses on available-for-sale financial assets are recognised by reclassifying the losses
accumulated in the available-for-sale reserve in equity to profit or loss. The cumulative loss that is
reclassified from equity to profit or loss is the difference between the acquisition cost, net of any
principal repayment and amortisation, and the current fair value, less any impairment loss recognised
previously in the profit or loss. Changes in impairment provision attributable to application of the
effective interest method are reflected as a component of interest income.
PAGE
139
NOTES TO THE
FINANCIAL STATEMENTS
2 Summary of Significant Accounting Policies (cont’d)
(g) Financial instruments (cont’d)
(v) Impairment of financial assets (cont’d)
If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and
the increase can be related objectively to an event occurring after the impairment loss was
recognised in the profit or loss, then the impairment loss is reversed, with the amount of the
reversal recognised in the profit or loss. However, any subsequent recovery in the fair value of an
impaired available-for-sale equity security is recognised in other comprehensive income.
Incremental costs directly attributable to the issue of ordinary shares and options are recognised as a
deduction from equity.
Where share capital recognised as equity is repurchased (“treasury shares”), the amount of the
consideration paid, including directly attributable costs, net of any tax effects, is presented as a deduction
from equity. Where such shares are subsequently reissued, sold or cancelled, the consideration received
is recognised as a change in equity. No gain or loss is recognised in the profit or loss.
The cost of properties under development comprises specifically identified costs, including acquisition
costs, development expenditure, borrowing costs and other related expenditure. Borrowing costs
payable on loans funding a development property are also capitalised, on a specific identification basis,
as part of the cost of the development property until the completion of development.
the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be
tested individually are grouped together into the smallest group of assets that generates cash inflows
from continuing use that are largely independent of the cash inflows of other assets or CGU. Subject to
an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which
goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the
lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a
business combination is allocated to groups of CGU that are expected to benefit from the synergies of
the combination.
PAGE
140
STATUTORY ACCOUNTS
2 Summary of Significant Accounting Policies (cont’d)
(j) Impairment – non-financial assets (cont’d)
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated
recoverable amount. Impairment losses are recognised in the profit or loss. Impairment losses
recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill
allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses
recognised in prior periods are assessed at each reporting date for any indication that the loss has
decreased or no longer exists. An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment loss is reversed only to the
extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Goodwill that forms part of the carrying amount of an investment in an associate is not recognised
separately, and therefore is not tested for impairment separately. Instead, the entire amount of the
investment in an associate is tested for impairment as a single asset when there is objective evidence
that the investment in an associate may be impaired.
A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-
sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of
past service provided by the employee and the obligation can be estimated reliably.
Share-based payments
ANNUAL REPORT 2010
For equity-settled share-based payment transactions, the fair value of the services received is recognised
as an expense with a corresponding increase in equity over the vesting period during which the
employees become unconditionally entitled to the equity instrument. The fair value of the services
received is determined by reference to the fair value of the equity instrument granted at the grant date.
At each reporting date, the number of equity instruments that are expected to be vested are estimated.
The impact on the revision of original estimates is recognised as an expense and as a corresponding
adjustment to equity over the remaining vesting period, unless the revision to original estimates is due
to market conditions. No adjustment is made if the revision or actual outcome differs from the original
estimate due to market conditions.
PAGE
141
NOTES TO THE
FINANCIAL STATEMENTS
2 Summary of Significant Accounting Policies (cont’d)
(k) Employee benefits (cont’d)
Share-based payments (cont’d)
For cash-settled share-based payment transactions, the fair value of the goods or services received is
recognised as an expense with a corresponding increase in liability. The fair value of the services received
is determined by reference to the fair value of the liability. Until the liability is settled, the fair value of the
liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value
recognised for the period.
The proceeds received from the exercise of the equity instruments, net of any directly attributable
transaction costs, are credited to share capital when the equity instruments are exercised.
(l) Provision
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be
required to settle the obligation.
A provision for onerous contract is recognised when the expected benefits to be derived by the Group
from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The
provision is measured at the present value of the lower of the expected cost of terminating the contract
and the expected net cost of continuing with the contract.
(m) Leases
When entities within the Group are lessees of a finance lease
Leased assets in which the Group assumes substantially all the risks and rewards of ownership are
classified as finance leases. Upon initial recognition, property, plant and equipment acquired through
finance leases are capitalised at the lower of their fair value and the present value of the minimum lease
payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting
policy applicable to that asset. Leased assets are depreciated over the shorter of the lease term and their
useful lives. Lease payments are apportioned between finance expense and reduction of the lease
liability. The finance expense is allocated to each period during the lease term so as to produce a
constant periodic rate of interest over the remaining balance of the liability. Contingent lease payments
are accounted for by revising the minimum lease payments over the remaining term of the lease when
the lease adjustment is confirmed.
At inception, an arrangement that contains a lease is accounted for as such based on the terms and
conditions even though the arrangement is not in the legal form of a lease.
recognised as an integral part of the total lease payments made. Contingent rentals are charged to
the profit or loss in the accounting period in which they are incurred.
Revenue excludes goods and services or other sale taxes and is after deduction of any trade discounts.
No revenue is recognised if there are significant uncertainties regarding recovery of the consideration
due, associated costs or the possible return of unit sold.
Dividends
Dividend income is recognised on the date that the Group’s right to receive payment is established.
Interest income
Interest income is recognised as it accrues, using the effective interest method.
necessarily takes a substantial period of time to be prepared for its intended use or sale.
PAGE
143
NOTES TO THE
FINANCIAL STATEMENTS
2 Summary of Significant Accounting Policies (cont’d)
(p) Income tax expense
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the profit
or loss except to the extent that it relates to a business combination, or items recognised directly in
equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax
rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in
respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax
is not recognised for the following temporary differences: the initial recognition of goodwill, the initial
recognition of assets or liabilities in a transaction that is not a business combination and that affects
neither accounting nor taxable profit, and differences relating to investments in subsidiaries and joint
ventures to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax
is measured at the tax rates that are expected to be applied to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the same
taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a
net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which temporary differences can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will
be realised.
maker has been identified as the Council of Chief Executive Officers (“CEOs”) that makes strategic
resources allocation decisions. The Council of CEOs comprises the President & CEO, key management
officers of the corporate office and CEOs of the strategic business units.
PAGE
144
STATUTORY ACCOUNTS
3 Property, Plant and Equipment
Plant, Furniture,
Serviced Other Assets machinery fittings
residence Leasehold leasehold under and Motor and
properties land buildings construction improvements vehicles equipment Total
The Group $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Cost
At 1 January 2009 1,361,778 841 23,511 160,942 70,531 3,037 249,315 1,869,955
Translation differences 27,413 – (373) 9,081 (5,550) 194 16,952 47,717
Additions 51,528 – 341 126,304 8,677 128 18,007 204,985
Acquisition of subsidiaries 24,965 – – 35,425 – 55 105 60,550
Disposal of subsidiaries (40,104) – – – (137) (247) (10,311) (50,799)
Disposals/Written off (53,879) – (203) (775) (1,418) (336) (11,678) (68,289)
Reclassification 130,737 – – (140,953) 233 – 9,983 –
At 31 December 2009 1,502,438 841 23,276 190,024 72,336 2,831 272,373 2,064,119
Accumulated depreciation
and impairment loss
At 1 January 2009 37,585 24 8,989 – 47,428 1,909 140,642 236,577
Translation differences 73 – (93) – (2,542) (40) 10,699 8,097
Depreciation for the year 10,241 17 2,024 – 8,657 403 40,124 61,466
Impairment loss 1,161 – 83 – – – – 1,244
Disposal of subsidiaries – – – – (22) (175) (4,277) (4,474)
Disposals/Written off 1 – (185) – (1,162) (291) (9,455) (11,092)
ANNUAL REPORT 2010
PAGE
145
NOTES TO THE
FINANCIAL STATEMENTS
3 Property, Plant and Equipment (cont’d)
(a) As at 31 December 2010, certain property, plant and equipment with carrying value totalling
approximately $392.2 million (2009: $984.1 million) were mortgaged to banks to secure credit facilities
for the Group (note 18).
(b) During the year, the Group recognised an impairment loss of $23.5 million relating to a serviced residence
property in Australia and operating assets of certain leased properties in Europe. The impairment loss
was determined based on value in use calculation using cash flow projections based on financial budgets
and forecasts, and was recognised in “Other Operating Expenses” in the income statement.
(c) During the financial year, interest capitalised as cost of property, plant and equipment amounted to
approximately $4.2 million (2009: Nil) (note 27(d)).
(d) There was no property, plant and equipment held under finance leases as at 31 December 2010
following the sale of certain subsidiaries by the Group during the year. As at 31 December 2009, the
value of property, plant and equipment of the Group held under finance leases was $59.7 million.
Plant, Furniture,
machinery fittings
and and Motor
improvements equipment vehicles Total
The Company $’000 $’000 $’000 $’000
Cost
At 1 January 2010 11,418 11,879 431 23,728
Additions 327 5,303 11 5,641
Disposals/Written off (167) (441) - (608)
At 31 December 2010 11,578 16,741 442 28,761
Accumulated depreciation
At 1 January 2010 8,161 7,845 431 16,437
Depreciation for the year 2,661 1,989 2 4,652
Disposals/Written off (38) (454) - (492)
At 31 December 2010 10,784 9,380 433 20,597
Carrying amount
At 1 January 2010 3,257 4,034 – 7,291
At 31 December 2010 794 7,361 9 8,164
CAPITALAND LIMITED
PAGE
146
STATUTORY ACCOUNTS
3 Property, Plant and Equipment (cont’d)
Plant, Furniture,
machinery fittings
and and Motor
improvements equipment vehicles Total
The Company $’000 $’000 $’000 $’000
Carrying amount
At 1 January 2010 505,500 12,526 518,026
At 31 December 2010 445,417 14,188 459,605
^
Other comprised trademarks, franchises, patents, licences and club memberships.
PAGE
147
NOTES TO THE
FINANCIAL STATEMENTS
4 Intangible Assets (cont’d)
Goodwill Others^ Total
The Group Note $’000 $’000 $’000
Cost
At 1 January 2009 585,125 23,974 609,099
Additions – 72 72
Disposals/Written off (16,195) (746) (16,941)
Translation differences 1,513 324 1,837
At 31 December 2009 570,443 23,624 594,067
Accumulated amortisation
and impairment loss
At 1 January 2009 9,942 9,546 19,488
Amortisation for the year – 1,564 1,564
Impairment loss 27(c)(iii) 55,001 – 55,001
Write back – (6) (6)
Disposals/Written off – (164) (164)
Translation differences – 158 158
At 31 December 2009 64,943 11,098 76,041
Carrying amount
At 1 January 2009 575,183 14,428 589,611
At 31 December 2009 505,500 12,526 518,026
Goodwill Others^ Total
The Company $’000 $’000 $’000
Cost and carrying amount
At 1 January 2009, 31 December 2009
and 31 December 2010 – 147 147
^
Others comprised trademarks, franchises, patents, licences and club memberships.
% % % % $’000 $’000
The Ascott Limited (“Ascott”) 0.8 1.2 6.4 6.5 445,417 481,161
Serviced residences in Europe – 2.0 to 2.5 – 8.2 to 11.3 – 24,339
Balance as at 31 December 445,417 505,500
The recoverable amount of the CGUs is determined based on value in use calculation. The value in use
calculation is a discounted cash flow model using cash flow projections based on the most recent budgets
and forecasts approved by management covering three years (2009: three to 10 years). Cash flows beyond
these periods are extrapolated using the estimated terminal growth rates stated in the table above. The
discount rate applied is the weighted average cost of capital from the relevant business segment. The key
assumptions are those relating to expected changes in average room rates and occupancy and direct costs.
PAGE
The terminal growth rate used for each CGU does not exceed management’s expectation of the long term
148
average growth rate of the respective industry and country in which the CGU operates.
STATUTORY ACCOUNTS
4 Intangible Assets (cont’d)
The Group believes that any reasonably possible changes in the above key assumptions applied are not
likely to materially cause the recoverable amount to be lower than its carrying amount. The movement in
goodwill during the year relates principally to the disposal of certain subsidiaries.
For the year ended 31 December 2009, an impairment charge of $55.0 million was taken in respect
5 Investment Properties
The Group
2010 2009
Note $’000 $’000
At 1 January 5,058,507 4,848,784
Acquisition of subsidiaries 31(b) 1,263,170 –
Disposal of subsidiaries 31(d) (1,052,291) (403,017)
Additions 336,243 611,076
Disposals (1,216,693) (219,358)
Reclassification to development properties for sale (39,505) –
Changes in fair value 27(a), (c)(iii) 394,585 (225,932)
Translation differences (11,121) 446,954
At 31 December 4,732,895 5,058,507
(a) Investment properties, which include investment properties in the course of development are stated at
fair value based on internal valuations or independent professional valuations. All the properties were
independently valued during the year. The fair values are based on open market values, being the
estimated amount for which a property could be exchanged on the date of the valuation between a
willing buyer and a willing seller in an arm’s length transaction wherein the parties had each acted
knowledgeably and without compulsion. In determining the fair value, the valuers have used valuation
techniques which involve certain estimates. The key assumptions used to determine the fair value of
investment properties include market-corroborated capitalisation yield, terminal yield and discount rate.
In relying on the valuation reports, management has exercised its judgement and is satisfied that the
valuation methods and estimates are reflective of current market conditions.
The valuers have considered valuation techniques including the direct comparison method, capitalisation
approach and/or discounted cash flows in arriving at the open market value as at the balance sheet date.
The direct comparison method involves the analysis of comparable sales of similar properties and
adjusting the sale prices to that reflective of the investment properties. The capitalisation approach
capitalises an income stream into a present value using revenue multipliers or single-year capitalisation
rates. The discounted cash flow method involves the estimation and projection of an income stream
ANNUAL REPORT 2010
over a period and discounting the income stream with an internal rate of return to arrive at the
market value.
(b) As at 31 December 2010, investment properties included $1,176.0 million (2009: $652.3 million) of
properties under development.
(c) As at 31 December 2010, certain investment properties with carrying value of approximately $1,552.4
million (2009: $3,744.9 million) were mortgaged to banks to secure credit facilities for the Group (notes
18 and 19).
PAGE
149
NOTES TO THE
FINANCIAL STATEMENTS
5 Investment Properties (cont’d)
(d) During the financial year, interest capitalised as cost of investment properties amounted to approximately
$4.9 million (2009: $6.6 million) (note 27(d)).
(e) Investment properties of the Group are held mainly for use by tenants under operating leases. There
was no non-cancellable lease as at 31 December 2010. In the previous year, certain leases contain an
initial non-cancellable period of three to six years. Contingent rents, representing income based on
certain sale achieved by tenants, recognised in the income statement during the year amounted to $4.8
million (2009: $4.6 million).
6 Interests in Subsidiaries
The Company
2010 2009
$’000 $’000
(a) Unquoted shares, at cost 7,247,453 7,138,412
Less:
Allowance for impairment loss (113,700) (163,132)
7,133,753 6,975,280
Add:
Amounts owing by subsidiaries:
Loan accounts
- interest bearing 3,674,750 3,674,750
- interest free 1,636,160 1,626,145
Less: Allowance for doubtful debts (8,960) (18,049)
5,301,950 5,282,846
12,435,703 12,258,126
(i) The loans to subsidiaries form part of the Company’s net investment in the subsidiaries. These
loans are unsecured and settlement is neither planned nor likely to occur in the foreseeable future.
(ii) Movements in allowance for impairment loss are as follows:
The Company
2010 2009
$’000 $’000
At 1 January (163,132) (47,764)
Allowance during the year (48,541) (115,368)
Allowance written back during the year 97,973 –
At 31 December (113,700) (163,132)
CAPITALAND LIMITED
During the year, an allowance for impairment loss was recognised in respect of the Company’s
investments in certain subsidiaries amounting to $48.5 million (2009: $115.4 million) as a result of
decline in market valuation of assets held through these subsidiaries, taking into account the general
economic and operating environment in which the relevant subsidiaries operate in. The recoverable
amount for the relevant subsidiaries was estimated based on the higher of the value in use calculation
using cash flow projections based on financial budgets and forecasts covering three years period,
or the fair value of the net assets as at balance sheet date. In respect of certain subsidiaries, a
reversal of impairment amounting to $98.0 million was recognised during the year, as a result of an
increase in recoverable amounts of these subsidiaries.
(iii) The movement in allowance for doubtful debts relates to provision written back during the year of
$9.1 million (2009: provision made of $18.0 million).
PAGE
150
(iii) Loan accounts include an amount of approximately $359.3 million (2009: $317.5 million) which is
subordinated to the repayment of borrowings of certain associates.
ANNUAL REPORT 2010
(iv) The Group’s share of the contingent liabilities of the associates is $271.7 million (2009: $43.7 million).
(v) The Group’s investments in associates include investments in listed associates with a carrying
amount of $4,427.7 million (2009: $3,780.0 million), for which the published price quotations are
$4,612.4 million (2009: $3,578.9 million).
PAGE
151
NOTES TO THE
FINANCIAL STATEMENTS
7 Associates (cont’d)
The Group
2010 2009
Note $’000 $’000
Balance sheet
Total assets 40,604,614 33,998,399
Total liabilities 14,433,374 14,871,218
Income statement
Revenue 3,638,021 3,063,571
Profit/(Loss) after taxation 2,185,280 (870,392)
8 Joint Ventures
The Group
2010 2009
$’000 $’000
1,861,232 1,672,056
STATUTORY ACCOUNTS
8 Joint Ventures (cont’d)
(a) Interests in joint ventures (cont’d)
(i) Movements in allowance for impairment loss are as follows:
The Group
2010 2009
Note $’000 $’000
(iii) Loan accounts include an amount of approximately $177.1 million (2009: $570.7 million) which is
subordinated to the repayment of borrowings of certain joint ventures.
(c) Details of the joint ventures are set out in note 40.
(d) Movements in allowance for doubtful receivables in respect of the above loan and current accounts
are as follows:
ANNUAL REPORT 2010
The Group
2010 2009
$’000 $’000
At 1 January (21,143) (8,811)
Allowance during the year (4,500) (21,156)
Allowance written back during the year 6 8,796
Translation differences 888 28
At 31 December (24,749) (21,143)
PAGE
153
NOTES TO THE
FINANCIAL STATEMENTS
8 Joint Ventures (cont’d)
(e) The Group’s share of the joint ventures’ assets, liabilities and results is as follows:
The Group
2010 2009
$’000 $’000
Balance sheet
Investment properties 1,617,720 1,556,170
Other non-current assets 130,963 112,789
1,748,683 1,668,959
Current assets 1,441,901 1,965,616
Less:
Current liabilities (436,191) (843,994)
Net current assets 1,005,710 1,121,622
2,754,393 2,790,581
Less:
Non-current liabilities (1,497,256) (1,671,203)
1,257,137 1,119,378
Income statement
Revenue 733,583 871,783
Expenses (461,228) (730,407)
Fair value gains on investment properties 94,086 378,589
Profit before taxation 366,441 519,965
Taxation (44,946) (52,809)
Profit after taxation 321,495 467,156
(f) The Group’s share of the capital commitments of the joint ventures is $199.8 million (2009:
$183.5 million).
(g) The Group’s share of the contingent liabilities of the joint ventures is $41.8 million (2009: $70.8 million).
(b) an amount of $42.9 million (2009: Nil) due from a third party which bears an effective interest at
5.4% per annum, is unsecured and repayable in June 2012, or such earlier date as mutually
agreed.
(ii) As at 31 December 2009, loans and receivables amounting to $15.9 million were mortgaged to
banks to secure credit facilities of the Group (notes 18 and 19).
Recognised Acquisition/
At in profit Disposal of Translation At
1/1/2010 or loss Equity subsidiaries differences 31/12/2010
The Group $’000 $’000 $’000 $’000 $’000 $’000
Recognised Acquisition/
At in profit Disposal of Translation At
1/1/2010 or loss Equity subsidiaries differences 31/12/2010
The Group $’000 $’000 $’000 $’000 $’000 $’000
Recognised Acquisition/
At in profit Disposal of Translation At
1/1/2009 or loss Equity subsidiaries differences 31/12/2009
The Group $’000 $’000 $’000 $’000 $’000 $’000
Deferred tax liabilities
Accelerated tax depreciation 20,512 3,843 – 237 525 25,117
Discounts on compound
financial instruments 39,995 (12,769) 38,760 – – 65,986
Accrued income and
interest receivable 9,837 (2,496) – – (1) 7,340
Capital allowances of assets
in investment properties 9,727 124 – – – 9,851
Profits recognised on
percentage of completion
of development properties
for sale 34,806 47,137 – – 5,689 87,632
Fair value changes of
investment properties 39,273 29,623 – (43,375) 1,299 26,820
Unremitted earnings/
Deferred income 26,580 5,403 – – 7,059 39,042
Others 6,439 2,384 – – 1,566 10,389
Total 187,169 73,249 38,760 (43,138) 16,137 272,177
CAPITALAND LIMITED
(d) During the financial year, the following amounts were capitalised as cost of development properties
for sale:
The Group
2010 2009
Note $’000 $’000
Staff costs 27(b) 52,119 33,377
Interest and securitisation costs paid/payable 27(d) 83,321 74,179
Less:
Interest received/receivable from project
fixed deposit accounts 27(a) (259) (134)
135,181 107,422
(e) As at 31 December 2010, development properties for sale amounting to approximately $1,069.5 million
(2009: $1,158.3 million) were mortgaged to banks to secure credit facilities of the Group (notes 18
and 19).
(f) As at 31 December 2010, properties amounting to approximately $137.5 million (2009: $93.9 million)
were acquired through unconditional exchange contracts with various land vendors. The related amount
CAPITALAND LIMITED
owing to land vendors is secured over the title of the properties being purchased (notes 16 and 21).
PAGE
158
STATUTORY ACCOUNTS
11 Development Properties for Sale and Stock (cont’d)
(g) The Group’s current policy of recognising revenue using the percentage of completion method on its
development projects is an allowed alternative under RAP 11. If the Group had adopted the completion
of construction method, the effects on the financial statements would have been as follows:
The Group
(a) In accordance with the Group’s accounting policy, income is recognised based on the progress of
construction work for development properties for sale. Upon receipt of Temporary Occupation Permit,
the balance of sales consideration to be billed is included as accrued receivables.
(b) As at 31 December 2010, certain trade and other receivables amounting to approximately $1.8 million
(2009: $224.3 million) were mortgaged to banks to secure credit facilities of the Group (notes 18
and 19).
PAGE
159
NOTES TO THE
FINANCIAL STATEMENTS
13 Trade Receivables
(c) The movements in allowances for doubtful receivables in respect of trade receivables during the year
CAPITALAND LIMITED
are as follows:
The Group
2010 2009
$’000 $’000
At 1 January (10,655) (9,639)
Provision utilised 464 518
Provision during the year (4,255) (1,906)
Translation differences (69) 372
At 31 December (14,515) (10,655)
Based on historical default rates, the Group believes that no allowance for doubtful debts is necessary
PAGE
As at 31 December 2010, other receivables include consideration receivable of $399.9 million and loans of
$50.8 million assigned to the buyers relating to the sale of a subsidiary.
Other than disclosed above, the Group believes that no additional allowance for doubtful debts is required in
respect of the other receivables.
(b) The Group’s cash and cash equivalents are held mainly in Singapore Dollars, US Dollars, Australian
ANNUAL REPORT 2010
Dollars, Euros, Chinese Renminbi, Hong Kong Dollars, Malaysian Ringgit and Vietnamese Dong. As at
31 December 2010, the effective interest rates for cash and cash equivalents ranged from 0% to 13.0%
(2009: 0% to 10.4%) per annum.
PAGE
161
NOTES TO THE
FINANCIAL STATEMENTS
16 Trade and Other Payables
(b) Accrued capital expenditure relates to amounts owing by a subsidiary of the Group to land vendors
under certain unconditional contracts entered into to purchase properties for future developments. The
total acquisition cost of the properties has been included in development properties for sale and the
amount payable is secured over the relevant development properties.
(c) Other payables included retention sums and amounts payable in connection with capital expenditure
incurred.
CAPITALAND LIMITED
PAGE
162
STATUTORY ACCOUNTS
17 Amounts Owing by/(to) Subsidiaries
The Company
2010 2009
Note $’000 $’000
Current
(b) All balances with subsidiaries are unsecured and repayable on demand.
18 Bank Borrowings
The Group
2010 2009
$’000 $’000
ANNUAL REPORT 2010
Bank borrowings
- secured 1,276,512 2,325,741
- unsecured 3,374,153 2,619,003
4,650,665 4,944,744
PAGE
163
NOTES TO THE
FINANCIAL STATEMENTS
18 Bank Borrowings (cont’d)
The Group
2010 2009
$’000 $’000
Repayable:
Not later than 1 year 852,255 992,974
Between 1 and 2 years 1,420,784 1,762,539
Between 2 and 5 years 2,061,522 2,061,723
After 5 years 316,104 127,508
After 1 year 3,798,410 3,951,770
4,650,665 4,944,744
(a) The Group’s borrowings are denominated mainly in Singapore Dollars, US Dollars, Australian Dollars,
Chinese Renminbi, Hong Kong Dollars and Vietnamese Dong. As at 31 December 2010, the effective
interest rates for bank borrowings ranged from 0.63% to 16.00% (2009: 0.42% to 15.04%) per annum.
(b) Bank borrowings are secured by the following assets, details of which are disclosed in the respective
notes to the financial statements:
(i) mortgages on the borrowing subsidiaries’ property, plant and equipment, investment properties
and development properties for sale; and
(ii) assignment of all rights, titles and benefits with respect to the properties mortgaged.
19 Debt Securities
Debt securities comprise fixed rate notes, floating rate notes, hybrid rate notes and bonds issued by the
Company and subsidiaries in the Group.
Repayable:
Not later than 1 year 909,519 400,776 – –
Between 1 and 2 years 300,000 906,120 – –
Between 2 and 5 years 129,869 429,835 – –
After 5 years 4,367,990 3,593,498 3,379,883 3,305,801
After 1 year 4,797,859 4,929,453 3,379,883 3,305,801
5,707,378 5,330,229 3,379,883 3,305,801
(a) As at 31 December 2010, the effective interest rates for debt securities ranged from 0.97% to 6.27%
(2009: 1.31% to 4.78%) per annum.
PAGE
(b) The repayment schedule for convertible bonds was based on its final maturity dates.
164
STATUTORY ACCOUNTS
19 Debt Securities (cont’d)
(c) The Company has the following convertible bonds which remain outstanding as at 31 December 2010:
Aggregate
Principal Final
Date Amount Conversion Interest Maturity Redemption
Issued Outstanding Price Rate Put Dates Dates Price
* The conversion price has been adjusted as a result of the payment of special dividend of $0.05 per issued ordinary
share for the financial year ended 31 December 2009.
(ii) These notes are fully secured by a first ranking real property mortgage over specific investment
properties. Details on assets pledged are disclosed in the respective notes to the financial
statements.
20 Finance Leases
There was no outstanding obligation under finance leases as at 31 December 2010 following the sale of
certain subsidiaries by the Group during the year. In 2009, the Group had obligations under finance leases
that are repayable as follows:
Lease
Principal Interest Payments
$’000 $’000 $’000
2009
Repayable:
Not later than 1 year 3,836 738 4,574
ANNUAL REPORT 2010
(b) During the year, provisions totalling $25.8 million (2009: $145.9 million) were made for the Group’s
exposure to the unavoidable costs of meeting its obligation under contractual agreements. Movements
in the provisions are as follows:
The Group
2010 2009
Note $’000 $’000
At 1 January 163,691 35,654
Provision during the year 27(c)(iii) 25,848 145,924
Provision utilised (7,040) (17,887)
At 31 December 182,499 163,691
Current 16 7,177 8,995
Non-current 175,322 154,696
182,499 163,691
(c) The other non-current payables include an amount of approximately $30.5 million (2009: $15.3 million),
owing to land vendors on terms similar to those described in note 16(b).
(d) Deferred income represents a government grant received to fund the costs of an infrastructure
in Singapore.
CAPITALAND LIMITED
PAGE
166
STATUTORY ACCOUNTS
22 Employee Benefits
A new CapitaLand PSP 2010 and CapitaLand RSP 2010 (together, the “New Share Plans”) were
approved by the members of the Company at the EGM held on 16 April 2010. These new plans are
intended to replace the CapitaLand Performance Share Plan and the CapitaLand Restricted Stock Plan
under the Existing Share Plans. The Company did not extend the duration of, or replace, the existing
CapitaLand Share Option Plan. The Existing Share Plans were terminated following the adoption of the
New Share Plans. However, all awards granted under the Existing Share Plans prior to its termination will
continue to be valid and be subject to the terms and conditions of the Existing Share Plans.
ANNUAL REPORT 2010
PAGE
167
NOTES TO THE
FINANCIAL STATEMENTS
22 Employee Benefits (cont’d)
(c) Equity compensation benefits (cont’d)
CapitaLand Share Option Plan
The Company ceased to grant options under the CapitaLand Share Option Plan with effect from 2007.
Statutory information regarding the CapitaLand Share Option Plan is set out below:
(ii) The options vest between one year and four years from the grant date.
(iii) The options granted expire after five or 10 years from the dates of the grant.
Movements in the number of outstanding options and their related weighted average exercise prices
are as follows:
Weighted Weighted
average No. of average No. of
exercise price options exercise price options
2010 2010 2009 2009
$ (’000) $ (’000)
At 1 January 2.78 18,707 3.05 20,044
Additional options granted arising
from modification – – 3.00 3,674
Forfeited/Expired 2.87 (259) 3.60 (826)
Exercised 2.75 (8,048) 1.95 (4,185)
At 31 December 2.71 10,400 2.78 18,707
Exercisable on 31 December 2.71 10,400 2.59 13,763
Options exercised in 2010 resulted in 8,048,400 (2009: 4,185,255) shares being issued at a weighted
average market price of $3.93 (2009: $3.54) each. Options were exercised on a regular basis throughout
the year. The weighted average share price during the year was $3.88 (2009: $3.14).
CAPITALAND LIMITED
PAGE
168
STATUTORY ACCOUNTS
22 Employee Benefits (cont’d)
(c) Equity compensation benefits (cont’d)
CapitaLand Share Option Plan (cont’d)
The fair value of services received in return for options granted is measured by reference to the fair value
of options granted. The fair value of the options granted is measured based on Enhanced Trinomial (Hull
and White) valuation model.
No incremental fair value of options was recognised as a result of the modification exercise and the
significant inputs into the Enhanced Trinomial (Hull and White) option valuation model were:
– Share price of $3.94, based on volume-weighted average share price for three consecutive trading
days prior to the modification date;
– The volatility measured at the standard deviation of expected share price returns of 32.64%, based
on 36 months closing share price prior to the modification date;
ANNUAL REPORT 2010
– Risk-free interest rate ranging from 0.43% to 2.13% per annum that matches the remaining life of
the award. This is based on the zero-coupon Singapore Government bond yield on modification date
for awards matching tenure contractual life; and
– Dividend yield of 1.46% based on expected dividend over one-year volume-weighted average share
price prior to the modification date.
PAGE
169
NOTES TO THE
FINANCIAL STATEMENTS
22 Employee Benefits (cont’d)
(c) Equity compensation benefits (cont’d)
CapitaLand Share Option Plan (cont’d)
Options outstanding at the end of the year are summarised below:
The final number of shares released will depend on the achievement of pre-determined targets over a
three-year performance period. No share will be released if the threshold targets are not met at the end
of the performance period. On the other hand, if superior targets are met, more shares than the baseline
award could be delivered up to a maximum of 200% of the baseline award.
The fair values of the shares are determined using Monte Carlo simulation method at the measurement
date which projects future share price assuming log normal distribution based on Geometric Brownian
CAPITALAND LIMITED
Motion Theory. The fair value and assumptions are set out below:
With effect from 2008, the ERCC of the Company has instituted a set of share ownership guidelines for
senior management who receives shares under the CapitaLand Restricted Stock Plan. Under these
guidelines, members of the senior management team are required to retain a portion of the total number
of CapitaLand shares acquired through the CapitaLand Restricted Stock Plan which will vary according
to their job grades and base salaries.
The number of shares outstanding under the CapitaLand Restricted Stock Plan at the end of the year is
summarised below:
2010 2009
(’000) (’000)
At 1 January 13,621 9,883
Granted 8,597 7,951
Lapsed/Cancelled (1,803) (1,624)
Additional shares granted arising from modification 254 1,736
Released* (7,178) (4,325)
At 31 December 13,491 13,621
* The number of shares released during the year was 7,177,767 (2009: 4,324,511), of which 1,063,145 (2009: 579,928)
were cash-settled.
As at 31 December 2010, the number of shares comprised in awards granted under the CapitaLand
Restricted Stock Plan is as follows:
2010 2009
Equity-settled Cash-settled Equity-settled Cash-settled
(’000) (’000) (’000) (’000)
Final number of shares has not been
determined (baseline award) # 5,079 664 6,965 1,265
Final number of shares determined
but not released 6,594 1,154 4,616 775
11,673 1,818 11,581 2,040
CAPITALAND LIMITED
#
The final number of shares released could range from 0% to 150% of the baseline award.
The final number of shares released will depend on the achievement of pre-determined targets at the
end of a one-year performance period. No share will be released if the threshold targets are not met at
the end of the performance period. On the other hand, if superior targets are met, more shares than the
baseline award could be delivered up to a maximum of 150% of the baseline award. The shares have a
vesting schedule of two to three years. Recipient can receive fully paid shares, their equivalent cash
value or combinations thereof, at no cost. For the year 2010, the awards granted to non-executive
directors are time-based with no performance conditions and will be released over a vesting period of
two years.
PAGE
Cash-settled awards of shares are measured at their current fair values at each balance sheet date.
172
STATUTORY ACCOUNTS
22 Employee Benefits (cont’d)
(c) Equity compensation benefits (cont’d)
CapitaLand Restricted Stock Plan – Equity-settled/Cash-settled (cont’d)
The fair values of the shares are determined using Monte Carlo simulation method at the measurement
date which projects future share price assuming log normal distribution based on Geometric Brownian
Motion Theory. The fair value and assumptions are set out below:
– Share price of $3.94, based on volume-weighted average share price for three consecutive trading
days prior to the modification date;
– The volatility measured at the standard deviation of expected share price returns of 32.64%, based
on 36 months closing share price prior to the modification date;
– Risk-free interest rate ranging from 0.43% to 0.69% per annum that matches the remaining life of
the award. This is based on the zero-coupon Singapore Government bond yield on modification date
for awards matching tenure contractual life; and
– Dividend yield of 1.46% based on expected dividend over one-year volume-weighted average share
price prior to the modification date.
PAGE
173
NOTES TO THE
FINANCIAL STATEMENTS
22 Employee Benefits (cont’d)
(c) Equity compensation benefits (cont’d)
Share Plans of Subsidiaries
(a) CapitaMalls Asia Limited (“CMA”)
The CMA Performance Share Plan and the CMA Restricted Stock Plan (collectively referred to
as the “CMA Share Plans”) were approved and adopted by the shareholders of CMA at an
Extraordinary General Meeting held on 30 October 2009.
The number of shares granted during the year and remained outstanding under the CMA
Performance Share Plan at the end of the year is 871,700 (2009: Nil).
The final number of shares released will depend on the achievement of pre-determined targets
over a three-year performance period. No share will be released if the threshold targets are not met
at the end of the performance period. On the other hand, if superior targets are met, more shares
than the baseline award could be delivered up to a maximum of 200% of the baseline award.
The fair values of the shares are determined using Monte Carlo simulation method at the
measurement date which projects future share price assuming log normal distribution based on
Geometric Brownian Motion Theory. The fair value and assumptions are set out below:
The final number of shares released will depend on the achievement of pre-determined targets at
the end of a one-year performance period. No share will be released if the threshold targets are
not met at the end of the performance period. On the other hand, if superior targets are met,
more shares than the baseline award could be delivered up to a maximum of 150% of the
baseline award. The shares have a vesting schedule of two to three years. Recipient can receive
fully paid shares, their equivalent cash value or combinations thereof, at no cost.
Cash-settled awards of shares are measured at their current fair values at each balance
sheet date.
The fair values of the shares are determined using Monte Carlo simulation method at the
measurement date which projects future share price assuming log normal distribution based on
Geometric Brownian Motion Theory. The fair value and assumptions are set out below:
(b) Australand
Australand Employee Securities Ownership Plan
Australand has an Australand Employees Securities Ownership Plan (“Australand ESOP”) which
offers a five-year, interest-free loan to enable employees to purchase a specified number of
Australand stapled securities allocated by Australand’s Remuneration Committee. The loan has
limited recourse and the employees’ obligations to repay the loan are limited to the market value of
the securities at any time. The loan will be partly repaid by distributions on the securities held and
must be fully repaid on cessation of employment with Australand or by the fifth anniversary of the
origination date of the loan, whichever is earlier. The last offer under Australand ESOP was made on
PAGE
30 June 2006 and hence Australand ESOP will cease to exist on 30 June 2011.
175
NOTES TO THE
FINANCIAL STATEMENTS
22 Employee Benefits (cont’d)
(c) Equity compensation benefits (cont’d)
Share Plans of Subsidiaries (cont’d)
(b) Australand (cont’d)
Australand Employee Securities Ownership Plan (cont’d)
In addition to the above Australand ESOP, options over unissued Australand stapled securities have
previously been issued to employees under the terms of the Australand Share Option Scheme. No
options have been issued under this scheme since March 2002. No future options will be issued
under this scheme.
During the financial year, there were 144,250 (pre-consolidation) securities being issued by Australand
by virtue of the exercise of options at an exercise price of A$0.22 per security.
As at 31 December 2010, there were 13,550 unissued securities under options at an exercise price
of A$1.10 per security.
Australand Performance Rights Plan
The establishment of the Australand Performance Rights Plan was approved by Australand’s
shareholders at the 2007 Annual General Meeting (“AGM”).
The number of shares outstanding under the Australand Performance Rights Plan as at the end of
the year is summarised below:
2010 2009
(’000) (’000)
At 1 January 2,725* 6,374
Granted 1,940 14,710
Lapsed/Forfeited (752) (7,459)
At 31 December 3,913 13,625
* In May 2010, the total number of stapled securities on issue were consolidated on a 1 for 5 basis. For every
5 stapled securities on issue prior to the consolidation, security holders received 1 new stapled security. Opening
balances of performance rights granted, and performance rights exercised, lapsed and forfeited, as well as their
fair values, have been adjusted for the effect of the security consolidation. The comparative disclosure have not
been adjusted.
The fair value is independently determined at grant date using the Monte Carlo Simulation technique.
This technique involves stock prices being randomly simulated under risk neutral conditions and
parameters in order to calculate the value of the performance rights at expiry. The simulation is
repeated numerous times to produce distribution payoff amounts. The performance rights value is
taken as the average of the payoff amounts calculated and discounted back to the valuation date.
The fair value and assumptions are set out below:
CAPITALAND LIMITED
23 Share Capital
The Company
2010 2009
No. of shares No. of shares
Issued and fully paid, with no par value (’000) (’000)
At 1 January 4,247,993 2,823,506
Issue of shares pursuant to the:
- Rights issue – 1,411,945
- Exercise of options 8,048 4,185
- Performance Share and Restricted Stock Plans 6,451 8,357
At 31 December 4,262,492 4,247,993
ANNUAL REPORT 2010
(a) 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 regards to the
Company’s residual assets.
(b) At the end of the financial year, there were 10,400,345 (2009: 18,707,026) options under the
CapitaLand Share Option Plan, a maximum of 18,438,960 (2009: 18,927,310) shares under the
CapitaLand Performance Share Plan and 14,219,986 (2009: 15,063,405) shares under the CapitaLand
Restricted Stock Plan, details of which are disclosed in note 22(c).
PAGE
177
NOTES TO THE
FINANCIAL STATEMENTS
23 Share Capital (cont’d)
(c) As at December 2010, the convertible bonds issued by the Company which remained outstanding are
as follows:
Conversion
Principal Amount Maturity Date Price
$ million Year $
424.75 2016 6.01 Convertible into 70,673,876 new ordinary shares
1,000.00 2022 11.5218 Convertible into 86,791,994 new ordinary shares
1,050.00 2018 7.1468 Convertible into 146,918,900 new ordinary shares
1,200.00 2016 4.7275 Convertible into 253,833,950 new ordinary shares
There has been no redemption or conversion by the bondholders of any of the above convertible bonds
during the year (2009: Nil).
(d) The Company did not hold any treasury shares as at 31 December 2010 and 31 December 2009.
Capital Management
The Group’s policy is to build a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. The Group monitors the return on capital, which the
Group defines as total shareholders’ equity, excluding non-controlling interests, and the level of dividends to
ordinary shareholders.
The Group also monitors capital using a net debt equity ratio, which is defined as net borrowings divided by
total equity (including non-controlling interests).
The Group
2010 2009
$’000 $’000
Gross borrowings 10,358,043 10,312,554
Cash and cash equivalents (7,190,064) (8,729,718)
Net debt 3,167,979 1,582,836
Total equity 18,017,462 16,879,763
Net debt equity ratio 0.18 0.09
The Group seeks to strike a balance between the higher returns that might be possible with higher level of
borrowings and the liquidity and security afforded by a sound capital position.
In addition, the Company has a share purchase mandate as approved by its shareholders which allows the
CAPITALAND LIMITED
Company greater flexibility over its share capital structure with a view to improving, inter alia, its return on
equity. The shares which are purchased may be held as treasury shares which the Company may transfer
for the purposes of or pursuant to its employee share-based incentive schemes so as to enable the Company
to take advantage of tax deductions under the current taxation regime. The use of treasury shares in lieu of
issuing new shares would also mitigate the dilution impact on existing shareholders. No share purchase was
made during the year.
Six of the Group’s subsidiaries are required to maintain certain minimum base capital and financial resources,
or shareholders’ funds as they are holders of Capital Markets Services licenses registered under the Monetary
Authority of Singapore or the Securities Commission Malaysia to conduct the regulated activity of Real
Estate Investment Trust management. These subsidiaries have complied with the applicable requirements
throughout the year.
PAGE
178
There were no changes in the Group’s approach to capital management during the year.
STATUTORY ACCOUNTS
24 Other Reserves
The Group The Company
2010 2009 2010 2009
$’000 $’000 $’000 $’000
The equity compensation reserve comprises the cumulative value of employee services received for
the issue of the options and shares under the share plans of the Company and its subsidiaries (note 22(c)).
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of
hedging instruments related to hedged transactions that have not yet occurred.
The available-for-sale reserve comprises the cumulative net change in the fair value of available-for-sale
investment until the investment is derecognised.
The foreign currency translation reserve comprises all foreign exchange differences arising from the
translation of the financial statements of foreign entities, as well as from the translation of foreign currency
loans used to hedge or form part of the Group’s net investments in foreign entities.
2010 2009
Before tax Tax expense Net of tax Before tax Tax expense Net of tax
The Group $’000 $’000 $’000 $’000 $’000 $’000
Exchange differences arising from
translation of foreign operations
and foreign currency loans
forming part of net investment in
foreign operations (345,167) – (345,167) 151,907 – 151,907
Recognition of exchange
differences to profit or loss 126,593 – 126,593 6,844 – 6,844
Change in fair value of
available-for-sale investments 34,218 (1,470) 32,748 53,839 – 53,839
Recognition of fair value gain in
ANNUAL REPORT 2010
available-for-sale reserve to
profit or loss (13,018) – (13,018) (41,403) – (41,403)
Effective portion of change in fair
value of cash flow hedges 24,448 (3,647) 20,801 150,916 (36,117) 114,799
Recognition of fair value losses/
(gains) in hedging reserve to
profit or loss 12,873 – 12,873 (12,214) – (12,214)
Recognition of changes in other
capital reserve to profit or loss – – – (132) – (132)
Share of other comprehensive
income of associates and
joint ventures 15,756 – 15,756 (38,308) – (38,308)
Recognition of share of other
comprehensive income of associates
PAGE
NOTES TO THE
FINANCIAL STATEMENTS
26 Revenue
Revenue of the Group and of the Company is analysed as follows:
The Group The Company
2010 2009 2010 2009
$’000 $’000 $’000 $’000
* Includes re-measurement gain attributable to recognising investment retained in former subsidiaries at their respective
fair values of $88.1million (2009: Nil).
STATUTORY ACCOUNTS
27 Profit Before Taxation (cont’d)
The Group The Company
2010 2009 2010 2009
Note $’000 $’000 $’000 $’000
- development properties
for sale 11(d) (83,321) (74,179) – –
(92,391) (80,761) – –
448,183 453,922 183,895 144,796
PAGE
183
NOTES TO THE
FINANCIAL STATEMENTS
28 Taxation
The Company
2010 2009
$’000 $’000
Income tax using Singapore tax rate of 17% (2009: 17%) 58,465 235,578
Adjustments:
Expenses not deductible for tax purposes 6,185 33,861
Income not subject to tax (72,496) (275,950)
Effect of other deductible temporary differences (460) (2,691)
Under provision in respect of prior years 424 10,527
PAGE
(8,060) 760
STATUTORY ACCOUNTS
29 Earnings Per Share
(a) Basic earnings per share
The Group
2010 2009
$’000 $’000
2010 2009
Number of shares
(’000)
Weighted average number of ordinary shares used in the calculation
of basic earnings per share 4,258,925 4,017,136
Weighted average number of unissued ordinary shares from:
- options under CapitaLand Share Option Plan 9,738 5,460
- shares under CapitaLand Performance Share Plan 18,439 18,927
- shares under CapitaLand Restricted Stock Plan 14,285 15,063
- convertible bonds 324,508 152,384
Number of ordinary shares that would have been issued at fair value (6,547) (2,549)
360,423 189,285
ANNUAL REPORT 2010
For the financial year ended 31 December 2009, a first and final dividend of 5.5 cents per share and a special
dividend of 5.0 cents per share were approved at the Annual General Meeting held on 16 April 2010. The
PAGE
Effective
Name of Subsidiary Date Acquired Interest Acquired
The total costs (including the assumption of shareholder’s loan) for the above-mentioned acquisitions
in aggregate amounted to $3,473.4 million.
There was no acquisition of significant subsidiaries in 2009. The total acquisition cost for subsidiaries
acquired, which individually was not significant, in aggregate amounted to $72.6 million.
The Group
2010
Property, plant and equipment 381,179 60,550
Investment properties 5 1,263,170 –
Deferred tax assets 25,489 15
Other non-current assets 19,083 25,221
Development properties for sale 2,344,857 365,930
Cash and cash equivalents 438,478 12,535
Other current assets 20,539 155,178
Current liabilities (195,107) (398,040)
Long-term bank borrowings (158,811) –
Shareholder’s loan (1,466,912) –
Deferred tax liabilities (603,421) –
Non-controlling interests (60,116) (30,253)
2,008,428 191,136
Amounts previously accounted for as associates,
joint ventures and other financial assets (5,370) (118,550)
CAPITALAND LIMITED
Effective
* These subsidiaries were sold to Ascott Residence Trust in which the Group has an effective interest of 47.8%
as at end-2010.
The disposed subsidiaries previously contributed net profit of $4.6 million from 1 January 2010 to
the date of disposal.
(ii) In 2009, the Group disposed off the following significant subsidiary for a total consideration of
$171.4 million:
Effective
Name of Subsidiary Date Disposed Interest Diposed
* This subsidiary was sold to Raffles City China Fund Ltd in which the Group has an effective interest of 44.8% as
at end-2009.
The disposed subsidiary previously contributed a net profit of $132.6 million from 1 January 2009 to
the date of disposal.
The Group
2010 2009
Note $’000 $’000
PAGE
187
NOTES TO THE
FINANCIAL STATEMENTS
31 Notes to the Consolidated Statement of Cash Flows (cont’d)
(d) Effects of disposals (cont’d)
The Group
2010 2009
$’000 $’000
The acquisition allowed the Group to further strengthen its presence in China.
CCHDL contributed revenue of $129.5 million and net profit of $127.3 million to the Group’s results for
the period from 10 February 2010 to 31 December 2010.
If the acquisition had occurred on 1 January 2010, management estimates that the contribution from
CCHDL in terms of revenue and profit for the year ended 31 December 2010 would have been $130.2
million and $125.0 million respectively. In determining these amounts, management has assumed that
the fair value adjustments that arose on the date of acquisition would have been the same if the
acquisition had occurred on 1 January 2010.
Details of the consideration paid, the assets acquired and liabilities assumed, the non-controlling interest
recognised and the effects on the cash flows of the Group, at the acquisition date, are as follows:
The consideration transferred for the acquisition was $3,110.9 million, which included the
assignment of and transfer of a shareholder’s loan due from CCHDL to its previous shareholder. It
was settled in cash.
No contingent consideration or indemnification asset was recognised at the acquisition date. Both
the Group and the acquired entities do not have a relationship before this acquisition. Therefore,
there was no settlement of pre-existing relationship.
No goodwill was recognised as the fair value of the identifiable net assets of the acquired group was
equivalent in amount to the purchase consideration transferred.
PAGE
188
STATUTORY ACCOUNTS
32 Business Combinations (cont’d)
(a) Acquisition of Orient Overseas Developments Limited (cont’d)
(ii) Effects of cash flows of the Group
2010
$’000
2010
$’000
contractual amount of other receivables was $11.6 million. The carrying amount of other receivables
approximated its fair value as the contractual maturity period was within twelve months from the
acquisition date. None of the amounts was expected to be uncollectible.
Four properties, together with the management business and management assets were acquired for
$63.4 million.
PAGE
189
NOTES TO THE
FINANCIAL STATEMENTS
32 Business Combinations (cont’d)
(b) Acquisition of Storhub (cont’d)
Acquisition-related costs of $0.9 million relating to external legal fees and due diligence cost were
included in administrative expenses in the consolidated income statement, and in operating cash flows
in the consolidated statement of cash flows.
From the date of acquisition to 31 December 2010, the Storhub group of companies contributed revenue
of $4.2 million and net profit after tax of $1.6 million to the Group.
The carrying amount of Eurimeg SA’s net assets in the Group’s financial statements on the date of
acquisition was $59.1 million.
From the date of the acquisition to 31 December 2010, the revenue and net profit after tax contributed
by the additional interest acquired were not significant.
The Group’s exposure to market risk for changes in interest rate environment relates mainly to its
investment in financial products and debt obligations.
The investments in financial products are short term in nature and they are not held for trading or
speculative purposes. The financial products comprise fixed deposits or short term commercial
papers which yield better returns than cash at bank.
PAGE
190
STATUTORY ACCOUNTS
33 Financial Risk Management (cont’d)
(b) Market risk (cont’d)
(i) Interest rate risk (cont’d)
The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating
rate borrowings. The Group actively reviews its debt portfolio, taking into account the investment
holding period and nature of its assets. This strategy allows it to capitalise on cheaper funding in a
The fair value loss of swaps as at 31 December 2010 was $5.2 million (2009: fair value loss of
$44.2 million).
Sensitivity analysis
For interest rate swaps accounted for as cash flow hedges and other variable rate financial liabilities,
it is estimated that an increase of 100 basis point in interest rate at the reporting date would lead to
a reduction in the Group’s profit before tax (and revenue reserves) by approximately $28.8 million
(2009: $34.6 million). A decrease in 100 basis point in interest rate would have an equal but opposite
effect. This analysis assumes that all other variables, in particular foreign currency rates, remain
constant, and has not taken into account the effects of qualifying borrowing costs allowed for
capitalisation, the associated tax effects and share of non-controlling interests.
The Group maintains a natural hedge, whenever possible, by borrowing in the currency of the
country in which its property or investment is located or by borrowing in currencies that match the
future revenue stream to be generated from its investments.
The Group also uses forward exchange contracts to hedge its foreign currency risk, where feasible.
It generally enters into forward exchange contracts with maturities ranging between 3 months and
5 years which are rolled over at market rates at maturity.
The net fair value gain of the above forward exchange contracts as at 31 December 2010 was $8.0
million (2009: net fair value loss of $21.4 million).
Foreign exchange exposures in transactional currencies other than functional currencies of the
operating entities are kept to an acceptable level.
ANNUAL REPORT 2010
In relation to its investments in foreign subsidiaries whose net assets are exposed to currency
translation risks and which are held for long term investment purposes, the differences arising from
such translation are recorded under the foreign currency translation reserve. These translation
differences are reviewed and monitored on a regular basis.
PAGE
191
NOTES TO THE
FINANCIAL STATEMENTS
33 Financial Risk Management (cont’d)
(b) Market risk (cont’d)
(ii) Foreign currency risk (cont’d)
The Group’s and the Company’s exposure to foreign currencies as at 31 December 2010 and
31 December 2009 are as follows:
Total
US Australian Chinese Hong Kong Japanese Malaysian Foreign
Dollars Dollars Renminbi Dollars Yen Euro Ringgit Others* Currencies
The Group $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
2010
Other financial assets 22,089 – – 27,093 148,578 30 – – 197,790
Trade and other receivables 606,316 298,860 173,391 15,412 70,518 30,725 42,935 65,592 1,303,749
Cash and cash equivalents 680,484 76,291 666,390 3,867 24,769 18,705 235,314 33,834 1,739,654
Borrowings (756,830) (2,452,043) (465,498) (230,707) (258,128) – (8,835) (126,233) (4,298,274)
Trade and other payables (251,429) (293,367) (549,682) (17,274) (17,030) (45,246) (17,694) (34,758) (1,226,480)
Gross currency exposure 300,630 (2,370,259) (175,399) (201,609) (31,293) 4,214 251,720 (61,565) (2,283,561)
Less: Net financial
liabilities/(assets)
denominated in the
respective entities’
functional currencies 216,184 2,374,620 137,431 229,622 218,907 (99) (31,941) 93,120 3,237,844
Foreign exchange
forward contracts (47,596) – – – (50,803) – – – (98,399)
Less: Available-for-sale
financial assets (4,371) – – (27,093) (148,578) – – – (180,042)
Net currency exposure 464,847 4,361 (37,968) 920 (11,767) 4,115 219,779 31,555 675,842
2009
Other financial assets 33,036 – – 3,114 152,982 93 – – 189,225
Trade and other receivables 278,346 273,476 226,566 46,028 12,270 30,360 7,324 68,653 943,023
Cash and cash equivalents 410,178 161,010 757,609 48,624 19,908 55,532 94,168 57,569 1,604,598
Borrowings and
finance leases (1,417,495) (1,800,288) (354,304) (346,137) (195,430) (425,745) (395,153) (81,620) (5,016,172)
Trade and other payables (150,357) (271,336) (588,206) (18,090) (18,537) (49,680) (48,232) (35,092) (1,179,530)
Gross currency exposure (846,292) (1,637,138) 41,665 (266,461) (28,807) (389,440) (341,893) 9,510 (3,458,856)
Less: Net financial
(assets)/liabilities
denominated in the
respective entities’
functional currencies (74,814) 2,079,071 (118,753) 232,303 248,017 394,980 496,082 24,208 3,281,094
Foreign exchange
forward contracts – (407,400) – – (63,872) – – (39,750) (511,022)
Less: Available-for-sale
financial assets (272) – – – (152,982) – – – (153,254)
Net currency exposure (921,378) 34,533 (77,088) (34,158) 2,356 5,540 154,189 (6,032) (842,038)
* Others include mainly Sterling Pound, Thai Baht, Indian Rupee and Vietnamese Dong.
CAPITALAND LIMITED
PAGE
192
STATUTORY ACCOUNTS
33 Financial Risk Management (cont’d)
(b) Market risk (cont’d)
(ii) Foreign currency risk (cont’d)
Total
US Foreign
Sensitivity analysis
It is estimated that a five percentage point strengthening in foreign currencies against the Singapore
Dollar would increase the Group’s profit before tax (and revenue reserves) by approximately $33.8
million (2009: decrease by $42.1 million) and increase the Group’s other components of equity by
approximately $9.0 million (2009: $7.7 million) respectively. A five percentage point weakening in
foreign currencies against the Singapore Dollar would have an equal but opposite effect. The Group’s
outstanding forward exchange contracts have been included in this calculation. The analysis
assumed that all other variables, in particular interest rates, remain constant and does not take into
account the translation related risk, associated tax effects and share of non-controlling interests.
It is estimated that a five percentage point strengthening in foreign currencies against the Singapore
Dollar would not have any material impact on the profit before tax or revenue reserves of the
Company in 2010 (2009: decrease in Company’s profit before tax and revenue reserves by
approximately $54.5 million). The analysis assumed that all other variables, in particular interest
rates, remain constant.
Sensitivity analysis
ANNUAL REPORT 2010
If prices for equity securities listed in Japan change by 5% with all other variables including tax rate
being held constant, the impact on profit after tax and available-for-sale reserve will be as follows:
2010 2009
5% increase 5% decrease 5% increase 5% decrease
The Group $’000 $’000 $’000 $’000
Available-for-sale reserve 1,737 (1,737) 2,208 (2,208)
PAGE
193
NOTES TO THE
FINANCIAL STATEMENTS
33 Financial Risk Management (cont’d)
(c) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations. For trade receivables, the Group has guidelines governing the
process of granting credit as a service or product provider in its respective segments of business. Trade
and other receivables relate mainly to the Group’s customers who bought its residential units and
tenants from its commercial buildings, shopping malls and serviced residences. Investments and
financial transactions are restricted to counterparties that meet the appropriate credit criteria and are of
high credit standing.
The principal risk to which the Group and the Company is exposed in respect of financial guarantee
contracts is credit risk in connection with the guarantee contracts it has issued. To mitigate the risks,
management continually monitors the risks and has established processes including performing credit
evaluations of the parties it is providing the guarantee on behalf of. Guarantees are only given for its
subsidiaries and related parties. The maximum exposure to credit risk in respect of these financial
guarantees at the balance sheet date is disclosed in note 35.
The Group has a diversified portfolio of businesses and as at balance sheet date, there were no significant
concentration of credit risk with any entity. The maximum exposure to credit risk is represented by the
carrying amount of each financial asset in the balance sheet, including derivative financial instruments as
well as any irrevocable loan undertaking to associates and joint ventures.
The following are the expected contractual undiscounted cash flows of financial liabilities, including
interest payments and excluding the impact of netting agreements:
Contractual cash flows
Carrying Not later Between After
amount Total than 1 year 1 and 5 years 5 years
The Group $’000 $’000 $’000 $’000 $’000
2010
Financial liabilities,
CAPITALAND LIMITED
at amortised cost
Bank borrowings 4,650,665 5,301,788 1,040,837 3,906,332 354,619
Debt securities 5,707,378 7,236,635 1,043,486 999,658 5,193,491
Trade and
other payables* 1,864,021 1,885,939 1,590,040 293,176 2,723
12,222,064 14,424,362 3,674,363 5,199,166 5,550,833
Derivative financial
liabilities, at fair value 9,983 17,595 12,049 5,175 371
12,232,047 14,441,957 3,686,412 5,204,341 5,551,204
* Excludes quasi-equity loans, excess of progress billings over work-in-progress, liability for employee benefits
and provisions.
PAGE
194
STATUTORY ACCOUNTS
33 Financial Risk Management (cont’d)
(d) Liquidity risk (cont’d)
Contractual cash flows
Carrying Not later Between After
amount Total than 1 year 1 and 5 years 5 years
2009
Financial liabilities,
at amortised cost
Bank borrowings 4,944,744 5,348,592 1,150,922 4,065,078 132,592
Debt securities 5,330,229 6,982,951 555,700 1,864,679 4,562,572
Finance leases 37,581 41,086 4,574 19,284 17,228
Trade and
other payables* 1,895,405 1,925,871 1,538,956 377,589 9,326
12,207,959 14,298,500 3,250,152 6,326,630 4,721,718
Derivative financial
liabilities, at fair value 64,030 90,817 58,746 30,730 1,341
12,271,989 14,389,317 3,308,898 6,357,360 4,723,059
2010
Financial liabilities,
at amortised cost
Debt securities 3,379,883 4,601,875 81,576 423,129 4,097,170
Trade and
ther payables* 172,440 172,440 172,440 – –
3,552,323 4,774,315 254,016 423,129 4,097,170
2009
Financial liabilities,
at amortised cost
Debt securities 3,305,801 4,707,607 81,576 423,129 4,202,902
Trade and
other payables* 1,209,912 1,212,390 1,212,390 – –
4,515,713 5,919,997 1,293,966 423,129 4,202,902
ANNUAL REPORT 2010
* Excludes quasi-equity loans, excess of progress billings over work-in-progress, liability for employee benefits
and provisions.
PAGE
195
NOTES TO THE
FINANCIAL STATEMENTS
33 Financial Risk Management (cont’d)
(d) Liquidity risk (cont’d)
The following table indicates the periods in which the cash flows associated with derivatives that are
cash flow hedges are expected to occur and affect the income statement:
2010
Interest rate swaps
- liabilities (10,441) (19,031) (10,311) (7,846) (874)
Forward start interest
rate swaps
- assets/(liabilities) 6,491 (484) (3,218) 2,231 503
Forward exchange
contracts
- assets 291 291 291 – –
(3,659) (19,224) (13,238) (5,615) (371)
2009
Interest rate swaps
- liabilities (44,190) (72,430) (34,075) (35,543) (2,812)
Forward start interest
rate swaps
- assets/(liabilities) 3,001 5,419 (865) 4,813 1,471
(41,189) (67,011) (34,940) (30,730) (1,341)
(e) Fair values
The following methods and assumptions are used to estimate the fair values of the following significant
classes of financial instruments:
(i) Derivatives
The fair value of derivatives financial instruments is based on their market prices or brokers’ quotes.
Where discounted cash flow techniques are used, estimated future cash flows are based on
management’s best estimates and the discount rate is a market-related rate for a similar instrument
at the balance sheet.
PAGE
196
STATUTORY ACCOUNTS
33 Financial Risk Management (cont’d)
(e) Fair values (cont’d)
(iv) Fair value hierarchy
The table below analyses financial instruments carried at fair value, by valuation method as at
31 December 2010. The different levels have been defined as follows:
Level 2 : Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3 : Inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
2009
Available-for-sale financial assets 44,167 195,000 112,201 351,368
Derivative financial assets – 2,006 – 2,006
44,167 197,006 112,201 353,374
Derivative financial liabilities – (64,030) – (64,030)
44,167 132,976 112,201 289,344
The Group
2010 2009
$’000 $’000
The movements of financial assets classified under
Level 3 are presented as follows:
Balance as at 1 January 112,201 334,249
Translation differences – 174
Additions 12,471 9,399
Capital distribution – (201)
(5,752)
ANNUAL REPORT 2010
2010
Trade and other receivables 12 – 2,033,965 – – 2,033,965 2,033,965
Cash and cash equivalents 15 – 7,190,064 – – 7,190,064 7,190,064
Other non-current
financial assets 9(a) 4,814 100,897 202,494 – 308,205 308,205
Other current financial assets 9(b) 8,009 – 195,000 – 203,009 203,009
12,823 9,324,926 397,494 – 9,735,243 9,735,243
Trade and other payables# – – – 1,864,021 1,864,021 1,864,021
Bank borrowings 18 – – – 4,650,665 4,650,665 4,650,665
Debt securities 19 – – – 5,707,378 5,707,378 6,006,225
Derivative financial liabilities 9,983 – – – 9,983 9,983
9,983 – – 12,222,064 12,232,047 12,530,894
2009
Trade and other receivables 12 – 1,255,361 – – 1,255,361 1,255,361
Cash and cash equivalents 15 – 8,729,718 – – 8,729,718 8,729,718
Other non-current
financial assets 9(a) 569 39,634 193,156 – 233,359 233,359
Other current financial assets 9(b) 1,437 – 195,000 – 196,437 196,437
2,006 10,024,713 388,156 – 10,414,875 10,414,875
Other Total
Loans and financial carrying
receivables liabilities amount Fair value
The Company Note $’000 $’000 $’000 $’000
CAPITALAND LIMITED
2010
Trade and
other receivables 12 1,163,355 – 1,163,355 1,163,355
Cash and cash equivalents 15 53,954 – 53,954 53,954
1,217,309 – 1,217,309 1,217,309
Trade and other payables# – 172,440 172,440 172,440
Debt securities 19 – 3,379,883 3,379,883 3,674,251
– 3,552,323 3,552,323 3,846,691
#
Excludes quasi-equity loans, excess of progress billings over work-in-progress, liability for employee benefits
and provisions.
PAGE
198
STATUTORY ACCOUNTS
33 Financial Risk Management (cont’d)
(e) Fair values (cont’d)
(v) Accounting classifications and fair values (cont’d)
Other Total
Loans and financial carrying
receivables liabilities amount Fair value
The Company Note $’000 $’000 $’000 $’000
34 Commitments
As at the balance sheet date, the Group and the Company had the following commitments:
(a) Operating lease
The Group leases a number of offices under operating leases. The leases typically have tenure of three
years, with an option to renew the lease after that date. Lease payments are usually revised at each
renewal date to reflect the market rate. Future minimum lease payments for the Group and the Company
on non-cancellable operating leases are as follows:
The Group The Company
2010 2009 2010 2009
$’000 $’000 $’000 $’000
The Group leases out its investment properties. Non-cancellable operating lease rentals are receivable
as follows:
The Group The Company
ANNUAL REPORT 2010
(c) As at the balance sheet date, the notional principal values of financial instruments are as follows:
(ii) A subsidiary of the Group has provided several undertakings on cost overrun, security margin,
interest shortfall and an indemnity for bankers’ guarantee issuance on a several basis as well as a
project completion undertaking on a joint and several basis, in respect of term loan and revolving
construction facilities amounting to $476.5 million (2009: $605.2 million) and bankers’ guarantee
facility amounting to $54.8 million (2009: $54.8 million) granted to its subsidiary. As at 31 December
2010, the amount outstanding under the term loan facility was $376.5 million (2009: $376.5 million).
(iii) A subsidiary of the Group has provided several undertakings on cost overrun, security margin,
interest shortfall and an indemnity for bankers’ guarantee issuance on a several basis as well as a
project completion undertaking on a joint and several basis, in respect of term loan and revolving
construction facilities amounting to $1,486.1 million (2009: $1,370.0 million) and bankers’ guarantee
facility amounting to $133.9 million (2009: $133.9 million) granted to an associate. As at 31 December
2010, the total amount outstanding under the term loan and revolving construction facilities was
$1,241.1 million (2009: $870.1 million).
(iv) A subsidiary of the Group has provided several undertakings on cost overrun, security margin,
interest shortfall and an indemnity for bankers’ guarantee issuance on a several basis as well as a
project completion undertaking on a joint and several basis, in respect of term loan and revolving
ANNUAL REPORT 2010
construction facilities amounting to $214.1 million (2009: $264.1 million) and bankers’ guarantee
facility amounting to $42.0 million (2009: $42.0 million) granted to a joint venture. As at 31 December
2010, the amount outstanding under the term loan facility was $176.1 million (2009: $226.1 million).
(v) A subsidiary of the Group has provided undertakings on cost overrun, security margin, interest
shortfall and project completion in respect of a term loan facility amounting to US$40 million (or its
equivalent in VND) granted to a subsidiary. As at 31 December 2010, the amount outstanding under
the term loan facility was US$4.9 million and VND 239.96 billion.
(vi) A subsidiary of the Group has provided several undertakings on security margin and interest shortfall
in respect of a $36.0 million (2009: Nil) term loan facility granted to its subsidiaries. As at 31 December
2010, the amount outstanding under the term loan facility was $36.0 million (2009: Nil).
PAGE
201
NOTES TO THE
FINANCIAL STATEMENTS
35 Financial Guarantee Contracts (cont’d)
(b) Undertakings by the Group and the Company (cont’d):
(vii) Certain of the Group’s subsidiaries in China, whose principal activities are the trading of development
properties, would in the ordinary course of business act as guarantors for the bank loans taken by
the buyers to finance the purchase of residential properties developed by these subsidiaries. As at
31 December 2010, the outstanding notional amount of the guarantees amounted to $61.2 million
(2009: $55.2 million).
36 Contingencies
CapitaLand Limited has an effective 20% interest in the proposed Macao Studio City (“MSC”) project
through its minority holding in East Asia Satellite Television (Holdings) Limited (“East”), a joint venture
company with eSun Holdings Limited (“eSun”). The MSC project is held by East and New Cotai LLC (“New
Cotai”) in the proportions of 60% and 40% respectively, through Cyber One Agents Limited (“Cyber One”).
On 14 October 2010, New Cotai Entertainment LLC (“NCE”), an affiliate company of New Cotai, issued a
writ in the High Court of Hong Kong, Special Administrative Region against, amongst others, CapitaLand
Limited and CapitaLand Integrated Resorts Pte Ltd (“CIR”). CIR is a shareholder of East. The writ was served
on CapitaLand and CIR on 4 November 2010.
The writ alleged that East Asia Televisao por Satelite, Limitada (“MacauCo”) has breached its contract with
NCE in relation to a lease of premises in the MSC for NCE’s casino operations (“Casino Lease”). MacauCo
is the Macau-incorporated subsidiary of Cyber One which directly owns the MSC project. NCE has sued
CapitaLand and CIR for inducement and/or procurement of breach of contract by MacauCo and conspiracy
with eSun and others to use unlawful means with the intention of injuring NCE by doing whatever was
necessary to ensure that MacauCo did not sign the definitive agreement in relation to the Casino Lease. NCE
is claiming specific performance from MacauCo of the execution of the definitive agreement for the Casino
Lease as well as damages from the parties named as defendants in the writ (namely, CapitaLand, CIR, eSun,
East and MacauCo) in addition to, or instead of, such specific performance. The amount of the damages
sought was not specified in the writ.
The Group and the Company understand that East has complied with all material obligations relevant to the
joint venture. CapitaLand’s minority indirect stake gives it limited influence over the implementation of the
MSC project. The Group and the Company believe that the allegations in the writ are without merit and
accordingly, no amount is provided in respect of this matter.
The Group considers the directors of the Company, and the Council of CEOs comprising the President &
CEO, key management officers of the corporate office and CEOs of the strategic business units, to be key
management personnel in accordance with FRS 24 Related Party Disclosures.
PAGE
202
STATUTORY ACCOUNTS
37 Significant Related Party Transactions (cont’d)
In addition to the related party information disclosed elsewhere in the financial statements, there were
significant related party transactions which were carried out in the normal course of business on terms
agreed between the parties during the financial year as follows:
The Group The Company
* The Group has deferred a portion of the profit from the sale of these properties and investments based on its retained
investments in the associates.
Remuneration of
Key Management Personnel
Salary, bonus and other benefits 23,806 25,229 11,974 10,832
Employer’s contributions to defined
contribution plans 106 95 27 28
PAGE
#
Transferred to The Ascott Limited during the year. See note 38(b)(v).
1 Capitaland – Vista Joint Venture Co., Ltd Vietnam 80.0 80.0
CapitaLand (Vietnam) Holdings Pte Ltd Singapore 100 100
E-Pavilion Pte Ltd Singapore 100 100
SBR Private Limited Singapore 100 100
Wan Tien Realty (Pte) Ltd Singapore 100 100
PAGE
205
NOTES TO THE
FINANCIAL STATEMENTS
38 Subsidiaries (cont’d)
Effective Interest
held by the Group
Place of 2010 2009
Name of Company Incorporation % %
(iv) Directly or indirectly held by CapitaMalls Asia Limited:
CapitaLand Retail China Pte Ltd Singapore 65.5 65.5
CapitaLand Retail (MY) Pte Ltd Singapore 65.5 65.5
CapitaLand Retail Singapore Investments Pte Ltd Singapore 65.5 65.5
CapitaMall Trust Management Limited Singapore 65.5 65.5
CapitaRetail China Investments Pte Ltd Singapore 65.5 65.5
Pyramex Investments Pte Ltd Singapore 65.5 65.5
(v) Directly or indirectly held by The Ascott Limited:
1 Ascott Group (Jersey) Limited Jersey, 100 100
United Kingdom
Ascott International Management (2001) Pte Ltd Singapore 100 100
1 Ascott Property Management (Beijing) Co., Ltd The People’s 100 100
Republic of China
Ascott Residence Trust Management Limited Singapore 100 100
Ascott Serviced Residence (China) Fund Mgt Pte Ltd Singapore 100 100
1 Citadines Melbourne on Bourke Pty Ltd Australia 100 100
1 Hemliner Real Estate (Beijing) Co., Ltd The People’s 100 –
Republic of China
Somerset Capital Pte Ltd Singapore 100# –
#
Transferred from CapitaLand Limited during the year. See note 38(a).
PAGE
206
STATUTORY ACCOUNTS
38 Subsidiaries (cont’d)
Effective Interest
held by the Group
Place of 2010 2009
Name of Company Incorporation % %
207
NOTES TO THE
FINANCIAL STATEMENTS
38 Subsidiaries (cont’d)
Effective Interest
held by the Group
Place of 2010 2009
Name of Company Incorporation % %
(viii) Directly held by CapitaLand ILEC Pte Ltd:
CapitaLand Integrated Resort Pte Ltd Singapore – # 100
Kestrel Pte Ltd Singapore 100 100
# Transferred to CapitaLand China Holdings Pte Ltd during the year. See note 38(b)(ii).
All significant subsidiaries are audited by KPMG LLP Singapore except for the following:
39 Associates
Details of significant associates are as follows:
Effective Interest
held by the Group
Place of 2010 2009
Name of Company Incorporation % %
(i) Held by The Ascott Limited:
Ascott Residence Trust Singapore 47.8 47.5
(ii) Indirectly held by CapitaLand China Holdings Pte Ltd:
CAPITALAND LIMITED
Effective Interest
held by the Group
Place of 2010 2009
Name of Company Incorporation % %
@
Transferred from CapitaLand ILEC Pte Ltd during the year. See note 39(vi).
#
Includes 11.8% interest indirectly held through CapitaMalls Asia Limited.
* Considered to be an associate as the Group has significant influence over the financial and operating policy decisions
of the investee through its subsidiary CapitaMalls Asia Limited.
(v) Indirectly held by CapitaLand Financial Limited:
1 CapitaLand AIF Ltd Cayman Islands 44.4 44.4
(vi) Indirectly held by CapitaLand ILEC Pte Ltd:
2 East Asia Satellite Television (Holdings) Limited British Virgin Islands – † 33.3
PAGE
†
Transferred to CapitaLand China Holdings Pte Ltd during the year. See note 39(ii).
209
NOTES TO THE
FINANCIAL STATEMENTS
39 Associates (cont’d)
Effective Interest
held by the Group
Place of 2010 2009
Name of Company Incorporation % %
(vii) Indirectly held by CapitaLand GCC Holdings Pte Ltd:
1 Raffles City Bahrain Fund Ltd Cayman Islands 40.9 37.7
Notes:
All significant associates are audited by KPMG LLP Singapore except for the following:
1
Audited by other member firms of KPMG International.
2
Audited by Ernst & Young and its associated firms.
3
Audited by PricewaterhouseCoopers and its associated firms.
40 Joint Ventures
Details of significant joint ventures are as follows:
Effective Interest
held by the Group
Place of 2010 2009
Name of Company Incorporation % %
(i) Directly held by CapitaLand Asia Pte Ltd:
1 T.C.C. Capital Land Limited Thailand 40.0 40.0
(ii) Directly held by CapitaLand Financial Limited:
2 I.P. Real Estate Asset Management (Asia) Limited Singapore 50.0 50.0
(iii) Indirectly held by CapitaMalls Asia Limited:
Orchard Turn Holding Pte Ltd Singapore 32.8 32.8
(iv) Indirectly held by CapitaLand GCC Holdings Pte Ltd:
1 Mubadala CapitaLand Real Estate LLC United Arab Emirates 49.0 49.0
CAPITALAND LIMITED
Notes:
All significant joint ventures are audited by KPMG LLP Singapore except for the following:
1
Audited by other member firms of KPMG International.
2
Audited by Ernst & Young and its associated firms.
PAGE
210
STATUTORY ACCOUNTS
41 Operating Segments
Management determines the operating segments based on the reports reviewed and used by the Council
of CEOs for strategic decisions making and resources allocation. For management purposes, the Group is
organised into strategic business units based on their products, services and geography.
(ii) CapitaLand China Holdings – involves in the residential, commercial and integrated property development
sectors in China.
(iii) CapitaLand Commercial – owner/manager of commercial and industrial properties in Singapore, Malaysia
and United Kingdom. It also develops residential projects in Vietnam, Malaysia, India and Thailand.
(iv) Ascott – an international serviced residence owner-operator with operations in key cities of Asia Pacific,
Europe and the Gulf region. It operates three brands, namely Ascott, Somerset and Citadines.
(v) CapitaLand Financial – involves in real estate fund management and financial advisory services.
(vi) CapitaMalls Asia – shopping mall owner/manager with portfolio in Singapore, China, India, Japan and
Malaysia.
(vii) Australand – a major diversified property group with activities in residential, commercial and industrial
developments and investment properties across Australia.
(viii) Others – includes Corporate Office, Group Treasury and the Group’s new businesses.
Information regarding the operations of each reportable segment is included below. Management monitors
the operating results of each of its business unit for the purpose of making decisions on resource allocation
and performance assessment. Performance is measured based on segment earnings before interest and
tax (“EBIT”). EBIT is used to measure performance as management believes that such information is the
most relevant in evaluating the results of certain segments relative to other entities that operate within these
industries. Group financing (including finance costs) and income taxes are managed on a group basis and are
not allocated to operating segments. Segment assets and liabilities are presented net of inter segment
balances. Inter-segment pricing is determined on arm’s length basis.
Geographically, management reviews the performance of the businesses in Singapore, China, Other Asia,
Australia and Europe. In presenting information on the basis of geographical segments, segment revenue is
based on the geographical location of customers. Non-current assets and total assets are based on the
geographical location of the assets.
ANNUAL REPORT 2010
PAGE
211
NOTES TO THE
FINANCIAL STATEMENTS
41 Operating Segments (cont’d)
Operating Segments – 31 December 2010
CapitaLand CapitaLand
Residential China CapitaLand CapitaLand CapitaMalls
Singapore Holdings Commercial Ascott Financial Asia Australand Others Elimination Group
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Revenue
External revenue 843,203 569,808 332,344 400,589 114,333 242,506 879,796 163 – 3,382,742
Inter-segment revenue – 3,665 5,409 6,772 1,834 2,896 – 281,850 (302,426) –
Total Revenue 843,203 573,473 337,753 407,361 116,167 245,402 879,796 282,013 (302,426) 3,382,742
Segmental Results
Company and subsidiaries 363,219 543,645 70,464 93,837 83,219 127,527 313,772 247,580 (279,918) 1,563,345
Associates (18,291) 129,601 167,097 79,899 12,053 101,275 4,156 3,278 20,289 499,357
Joint ventures 6,581 9,149 26,651 (726) 7,768 243,631 28,441 – – 321,495
Earnings Before Interest
and Taxation 351,509 682,395 264,212 173,010 103,040 472,433 346,369 250,858 (259,629) 2,384,197
Finance costs (448,183)
Taxation (265,907)
Profit for the year 1,670,107
Segment Assets 2,096,710 7,035,688 2,744,914 3,315,287 271,398 6,944,427 4,675,853 11,315,621 (6,699,678) 31,700,220
Segment Liabilities 842,182 1,633,740 793,948 1,215,607 54,801 940,535 1,821,772 6,380,173 – 13,682,758
Other segment items:
Interest income 17,691 9,749 5,780 7,563 13 26,037 4,199 11,995 – 83,027
Depreciation and
amortisation (582) (6,876) (2,914) (30,248) (351) (7,207) (5,239) (6,208) – (59,625)
Impairment
losses for assets – (11) (31,276) (29,021) (1) (284) – (1,545) – (62,138)
Fair value gains on
investment properties – 266,420 17,013 16,837 – 37,375 56,878 62 – 394,585
Share-based expenses (1,124) (4,343) (6,551) (4,330) (1,739) (8,997) (2,273) (9,771) – (39,128)
Gains on disposal
of investments – 184,061 150 70,906 12,970 12,333 – 24 – 280,444
Interests in associates 257,870 1,894,077 1,459,331 822,926 142,494 3,121,472 40,082 76,814 434,076 8,249,142
Interests in joint ventures 111,680 124,470 190,818 38,798 6,781 1,043,657 342,818 2,210 – 1,861,232
Capital expenditure* 756 16,684 66,214 94,168 61 95,178 182,189 5,277 – 460,527
* Capital expenditure consists of additions of property, plant and equipment, investment properties and intangible assets.
CAPITALAND LIMITED
PAGE
212
STATUTORY ACCOUNTS
41 Operating Segments (cont’d)
Operating Segments – 31 December 2009
CapitaLand CapitaLand
Residential China CapitaLand CapitaLand CapitaMalls
Singapore Holdings Commercial Ascott Financial Asia Australand Others Elimination Group
Revenue
External revenue 673,782 641,970 133,367 388,368 158,136 223,000 732,490 6,246 – 2,957,359
Inter-segment revenue – 4,987 11,560 5,343 4,036 5,946 – 271,637 (303,509) –
Total Revenue 673,782 646,957 144,927 393,711 162,172 228,946 732,490 277,883 (303,509) 2,957,359
Segmental Results
Company and subsidiaries 322,892 353,167 (246,916) 52,316 111,838 32,595 (168,126) 1,133,413 (311,356) 1,279,823
Associates (24,916) 188,892 (240,287) (19,629) (13,466) (50,658) (1,658) (45,395) 9,156 (197,961)
Joint ventures 73,732 9,128 (10,158) (1,270) (400) 467,174 (71,050) – – 467,156
Earnings Before Interest
and Taxation 371,708 551,187 (497,361) 31,417 97,972 449,111 (240,834) 1,088,018 (302,200) 1,549,018
Finance costs (453,922)
Taxation (86,462)
Profit for the year 1,008,634
Segment Assets 2,316,567 3,520,170 2,580,886 3,755,397 222,068 6,482,363 4,373,107 13,880,855 (6,965,399) 30,166,014
Segment Liabilities 779,252 848,743 782,665 1,758,712 47,093 973,514 1,617,365 6,478,907 – 13,286,251
Other segment items:
Interest income 17,181 10,133 5,897 2,311 (138) 23,517 5,903 11,746 – 76,550
Depreciation
and amortisation (787) (2,197) (5,006) (37,906) (713) (6,563) (3,747) (6,111) – (63,030)
Impairment losses for assets – (1,557) (176,179) (7,633) (5) (221) – (73,363) – (258,958)
Fair value gains/(losses)
on investment
properties – 185,723 (77,569) 729 – (98,970) (235,845) – – (225,932)
Share-based expenses (1,962) (3,028) (4,687) (3,541) (2,602) (5,245) (1,117) (6,545) – (28,727)
Gains on disposal
of investments – 18,889 29,474 25,373 1 52,817 – 897,843 – 1,024,397
Interests in associates 240,059 1,320,496 1,357,786 538,872 140,307 2,997,218 38,831 178,577 200,028 7,012,174
Interests in joint ventures 114,467 219,424 167,570 40,046 (962) 794,830 334,488 2,193 – 1,672,056
Capital expenditure* 448 384,663 2,102 190,735 281 92,555 142,703 1,992 – 815,479
* Capital expenditure consists of additions of property, plant and equipment, investment properties and intangible assets.
ANNUAL REPORT 2010
PAGE
213
NOTES TO THE
FINANCIAL STATEMENTS
41 Operating Segments (cont’d)
Geographic Information
Singapore China* Other Asia# Australia Europe Others@ Total
2010 $’000 $’000 $’000 $’000 $’000 $’000 $’000
External Revenue 1,200,843 711,336 291,706 916,159 227,391 35,307 3,382,742
Non-current Assets^ 6,604,807 5,376,659 1,222,136 3,148,591 88 – 16,352,281
Total Assets 13,879,760 10,095,610 2,327,792 4,929,458 424,012 43,588 31,700,220
2009
External Revenue 978,996 773,914 163,291 755,689 248,189 37,280 2,957,359
Non-current Assets^ 6,488,552 3,814,030 1,720,267 2,975,908 1,033,554 – 16,032,311
Total Assets 15,772,857 6,197,750 2,363,928 4,568,785 1,209,408 53,286 30,166,014
INT FRS 115 which is effective for financial period commencing from 1 January 2011 clarifies when revenue
and related expenses from a sale of a real estate unit should be recognised if an agreement between a
developer and a buyer is reached before the construction of the real estate is completed. INT FRS 115
clarifies that contracts which do not classify as construction contracts in accordance with FRS 11 can only be
accounted for under the percentage of completion method if the entity continuously transfers to the buyer
control and the significant risks and rewards of ownership of the work-in-progress in its current state as
CAPITALAND LIMITED
construction progresses.
The Group’s current accounting policy for all residential property sales was to recognise revenue on
percentage of completion method which is an allowed alternative method under Recommended Accounting
Practise 11 – Pre-Completion Contracts For The Sale Of Development Property (“RAP 11”). RAP 11 will be
withdrawn with effect from 1 January 2011 following the adoption of INT FRS 115.
PAGE
214
STATUTORY ACCOUNTS
42 New Accounting Standards and Interpretations not yet adopted (cont’d)
The Group has considered the application of INT FRS 115 and the accompanying practice note issued
specifically in the context of the sale of development properties in Singapore, and concluded that whilst the
“pre-completion” sale contracts were not, in substance, construction contracts, the legal terms in certain
contracts result in the continuous transfer of work-in-progress to the purchaser. Consequently, the Group will
continue to adopt the percentage of completion method of revenue recognition for residential projects under
The estimated impact of this change in accounting policy is set out below:
The Group
2010
$’000
Increase in revenue from trading of properties 650
Increase in profit attributable to owners of the Company 152,539
Decrease in net assets (152,258)
Increase in basis earning per share (cents) 3.6
Increase in diluted earning per share (cents) 3.3
Revised FRS 24 Related Party Disclosures modifies the definition of a related party and simplifies
disclosures for government-related entities. The Group does not expect any impact on its financial position
or performance, however, disclosures regarding related party transactions and balances in these
consolidated financial statements may be affected when the revised version of the Standard is applied in
future accounting periods.
Except for INT FRS 115 Agreements for the Construction of Real Estate, the initial application of these
standards (and its consequential amendments) and interpretations is not expected to have a material impact
on the Group’s financial statements. The Group has not considered the impact of accounting standards
issued after the balance sheet date.
ANNUAL REPORT 2010
PAGE
215
NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at the STI Auditorium,
168 Robinson Road, Level 9, Capital Tower, Singapore 068912, on Monday, 25 April 2011 at 10.00 a.m. to
transact the following business:
AS ORDINARY BUSINESS
1 To receive and adopt the Directors’ Report and Audited Financial Statements for the year ended 31 December
2010 and the Auditors’ Report thereon.
2 To declare a first and final 1-tier dividend of S$0.06 per share for the year ended 31 December 2010.
3 To approve Directors’ fees of S$1,409,220 for the year ended 31 December 2010 (2009: S$1,183,331).
4 To re-appoint the following Directors, who are retiring under Section 153(6) of the Companies Act, Cap. 50
of Singapore (the “Companies Act”), to hold office from the date of this Annual General Meeting until the
next Annual General Meeting:
5 To re-elect the following Directors, who are retiring by rotation pursuant to Article 95 of the Articles of
Association of the Company and who, being eligible, offer themselves for re-election:
6 To re-elect Mr Simon Claude Israel, a Director who is retiring pursuant to Article 101 of the Articles of
Association of the Company and who, being eligible, offers himself for re-election.
7 To re-appoint Messrs KPMG LLP as Auditors of the Company and to authorise the Directors to fix their
remuneration.
8 To transact such other ordinary business as may be transacted at an Annual General Meeting of the Company.
CAPITALAND LIMITED
PAGE
216
NOTICE OF ANNUAL GENERAL MEETING
AS SPECIAL BUSINESS
9 To consider and, if thought fit, to pass with or without any modification, the following resolutions as Ordinary
Resolutions:
9A That pursuant to Section 161 of the Companies Act, authority be and is hereby given to the Directors of the
Company to:
(a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or otherwise;
and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares
in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued
in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per cent.
(50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as
calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be
issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in
pursuance of Instruments made or granted pursuant to this Resolution) does not exceed ten per cent.
(10%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as
calculated in accordance with sub-paragraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities
Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number of shares that may
be issued under sub-paragraph (1) above, the total number of issued shares (excluding treasury shares)
shall be based on the total number of issued shares (excluding treasury shares) in the capital of the
Company at the time this Resolution is passed, after adjusting for:
(I) new shares arising from the conversion or exercise of any convertible securities or share options or
vesting of share awards which are outstanding or subsisting at the time this Resolution is passed;
and
ANNUAL REPORT 2010
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions
of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been
waived by the SGX-ST) and the Articles of Association for the time being of the Company; and
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution
shall continue in force until the conclusion of the next Annual General Meeting of the Company or the
date by which the next Annual General Meeting of the Company is required by law to be held, whichever
is the earlier.
9B That the Directors of the Company be and are hereby authorised to:
(a) grant awards in accordance with the provisions of the CapitaLand Performance Share Plan 2010 (the
“Performance Share Plan”) and/or the CapitaLand Restricted Share Plan 2010 (the “Restricted Share
Plan”); and
(b) allot and issue from time to time such number of shares in the capital of the Company as may be
required to be issued pursuant to the vesting of awards under the Performance Share Plan and/or the
Restricted Share Plan,
provided that the aggregate number of shares to be issued, when aggregated with existing shares (including
treasury shares and cash equivalents) delivered and/or to be delivered pursuant to the Performance Share
Plan, the Restricted Share Plan and all shares, options or awards granted under any other share schemes
of the Company then in force, shall not exceed eight per cent. (8%) of the total number of issued shares
(excluding treasury shares) in the capital of the Company from time to time.
CAPITALAND LIMITED
PAGE
218
NOTICE OF ANNUAL GENERAL MEETING
AS SPECIAL BUSINESS (cont’d)
9C That:
(a) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the
Company of all the powers of the Company to purchase or otherwise acquire ordinary shares in the
capital of the Company (“ordinary shares”) not exceeding in aggregate the Maximum Limit (as hereafter
defined), at such price or prices as may be determined by the Directors of the Company from time to
time up to the Maximum Price (as hereafter defined), whether by way of:
(i) market purchase(s) on the SGX-ST and/or any other stock exchange on which the ordinary shares
may for the time being be listed and quoted (“Other Exchange”); and/or
(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, Other
Exchange) in accordance with any equal access scheme(s) as may be determined or formulated by
the Directors of the Company as they consider fit, which scheme(s) shall satisfy all the conditions
prescribed by the Companies Act,
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the case
may be, Other Exchange as may for the time being be applicable, be and is hereby authorised and
approved generally and unconditionally (the “Share Purchase Mandate”);
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors
of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors of the
Company at any time and from time to time during the period commencing from the date of the passing
of this Resolution and expiring on the earlier of:
(i) the date on which the next Annual General Meeting of the Company is held; and
(ii) the date by which the next Annual General Meeting of the Company is required by law to be held;
“Average Closing Price” means the average of the last dealt prices of an ordinary share for the five
consecutive Market Days on which the ordinary shares are transacted on the SGX-ST or, as the case
may be, Other Exchange immediately preceding the date of market purchase by the Company or, as
the case may be, the date of the making of the offer pursuant to the off-market purchase, and deemed
to be adjusted in accordance with the listing rules of the SGX-ST for any corporate action which occurs
after the relevant five-day period;
“date of the making of the offer” means the date on which the Company makes an offer for the
purchase or acquisition of ordinary shares from shareholders, stating therein the purchase price (which
shall not be more than the Maximum Price) for each ordinary share and the relevant terms of the equal
access scheme for effecting the off-market purchase;
“Market Day” means a day on which the SGX-ST is open for trading in securities;
“Maximum Limit” means that number of ordinary shares representing two per cent. (2%) of the issued
ordinary shares as at the date of the passing of this Resolution (excluding any ordinary shares which are
held as treasury shares); and
“Maximum Price” in relation to an ordinary share to be purchased or acquired, means the purchase
price (excluding brokerage, commission, applicable goods and services tax and other related expenses)
which shall not exceed:
(i) in the case of a market purchase of an ordinary share, one hundred and five per cent. (105%) of the
Average Closing Price of the ordinary shares; and
(ii) in the case of an off-market purchase of an ordinary share pursuant to an equal access scheme, one
hundred and ten per cent. (110%) of the Average Closing Price of the ordinary shares; and
(d) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all
such acts and things (including executing such documents as may be required) as they and/or he may
consider expedient or necessary to give effect to the transactions contemplated and/or authorised by
this Resolution.
Singapore
23 March 2011
PAGE
220
NOTICE OF ANNUAL GENERAL MEETING
NOTES:
A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint not
more than two proxies to attend and vote instead of him. Where a member appoints more than one proxy, he
shall specify the proportion of his shareholdings to be represented by each proxy. A proxy need not be a member
of the Company. The instrument appointing a proxy or proxies must be deposited at the office of the Company’s
Share Registrar, M & C Services Private Limited, 138 Robinson Road, #17-00 The Corporate Office, Singapore
068906 not less than 48 hours before the time appointed for holding the Annual General Meeting.
1 In relation to items 4(a) and (b) under the heading “As Ordinary Business”, Dr Hu Tsu Tau will, upon re-
appointment, continue to serve as Chairman of the Investment Committee and Mr Richard Edward Hale
will, upon re-appointment, continue to serve as Chairman of the Audit Committee and a Member of the Risk
Committee. Dr Hu and Mr Hale are considered as independent Directors.
2 In relation to item 5 under the heading “As Ordinary Business”, Mr Jackson Peter Tai, who will be retiring by
rotation pursuant to Article 95 of the Articles of Association of the Company at the Annual General Meeting,
is not seeking re-election. Mr Tai will also cease to serve as Member of the Investment Committee and
the Finance and Budget Committee respectively. In relation to items 5(a) and (b) under the heading “As
Ordinary Business”, Mr James Koh Cher Siang will, upon re-election, continue to serve as Chairman of
the Risk Committee and the Corporate Disclosure Committee respectively, and a Member of the Audit
Committee; and Mrs Arfat Pannir Selvam will, upon re-election, continue to serve as a Member of the
Nominating Committee, the Corporate Disclosure Committee, the Risk Committee and the Audit Committee
respectively. Mr Koh and Mrs Selvam are considered as independent Directors.
3 In relation to item 6 under the heading “As Ordinary Business”, Article 101 of the Company’s Articles of
Association permits the Directors to appoint any person to be a Director, either to fill a casual vacancy or as
an addition to the existing Directors. Any Director so appointed shall hold office only until the next following
Annual General Meeting, and shall then be eligible for re-election. Mr Simon Claude Israel was appointed
on 1 July 2010 and is seeking re-election at the Annual General Meeting. Mr Israel will, upon re-election,
continue to serve as a Member of the Investment Committee, the Executive Resource and Compensation
Committee and the Nominating Committee respectively. Mr Israel is considered as a non-independent
Director.
4 Ordinary Resolution No. 9A under the heading “As Special Business”, if passed, will empower the Directors
to issue shares in the Company and to make or grant instruments (such as warrants or debentures)
convertible into shares, and to issue shares in pursuance of such instruments from the date of the Annual
General Meeting until the date of the next Annual General Meeting. The aggregate number of shares which
the Directors may issue (including shares to be issued pursuant to convertibles) under this Resolution must
not exceed fifty per cent. (50%) of the total number of issued shares (excluding treasury shares) in the
ANNUAL REPORT 2010
capital of the Company with a sub-limit of ten per cent. (10%) for issues other than on a pro rata basis.
For the purpose of determining the aggregate number of shares that may be issued, the total number of
issued shares (excluding treasury shares) in the capital of the Company will be calculated based on the total
number of issued shares (excluding treasury shares) in the capital of the Company at the time that Ordinary
Resolution No. 9A is passed, after adjusting for (a) new shares arising from the conversion or exercise of
any convertible securities or share options or vesting of share awards which are outstanding or subsisting
at the time that Ordinary Resolution No. 9A is passed and (b) any subsequent bonus issue, consolidation or
subdivision of shares. The sub-limit of ten per cent. (10%) for issues other than on a pro rata basis is below
the twenty per cent. (20%) sub-limit permitted by the Listing Manual of the SGX-ST. The Directors believe
that the lower sub-limit of ten per cent. (10%) would sufficiently address the Company’s present need to
maintain flexibility while taking into account shareholders’ concerns against dilution.
PAGE
221
NOTICE OF
ANNUAL GENERAL MEETING
NOTES: (cont’d)
5 Ordinary Resolution No. 9B under the heading “As Special Business”, if passed, will empower the Directors
to grant awards under the Performance Share Plan and the Restricted Share Plan, and to allot and issue
shares pursuant to the vesting of such awards provided that the aggregate number of shares to be issued,
when aggregated with existing shares (including treasury shares and cash equivalents) delivered and/or to
be delivered pursuant to the Performance Share Plan, the Restricted Share Plan and all shares, options or
awards granted under any other share schemes of the Company then in force, does not exceed eight per
cent. (8%) of the total number of issued shares (excluding treasury shares) in the capital of the Company
from time to time.
6 Ordinary Resolution No. 9C under the heading “As Special Business”, if passed, will empower the Directors
to exercise all the powers of the Company to purchase or otherwise acquire ordinary shares not exceeding
in aggregate two per cent. (2%) of the total number of issued shares as at the date of the passing of this
Resolution (excluding treasury shares) in the capital of the Company from the date of the Annual General
Meeting until the date of the next Annual General Meeting, whether by way of market purchase(s) or
off-market purchase(s), on the terms of the Share Purchase Mandate set out in the Appendix circulated to
shareholders of the Company.
The Company intends to use internal sources of funds, external borrowings, or a combination of internal
resources and external borrowings, to finance purchases or acquisitions of its ordinary shares. The amount
of financing required for the Company to purchase or acquire its ordinary shares, and the impact on the
Company’s financial position, cannot be ascertained as at the date of this Notice as these will depend
on, inter alia, whether the ordinary shares are purchased or acquired out of capital and/or profits of the
Company, the aggregate number of ordinary shares purchased or acquired, and the consideration paid at
the relevant time. For illustrative purposes only, the financial effects of an assumed purchase or acquisition
of two per cent. (2%) of its ordinary shares by the Company as at 28 February 2011, at a purchase price
equivalent to the Maximum Price per Share, in the case of a market purchase and an off-market purchase
respectively, based on the audited financial statements of the Group and the Company for the financial year
ended 31 December 2010 and certain assumptions, are set out in paragraph 2.7 of the Appendix
circulated to shareholders of the Company.
CAPITALAND LIMITED
PAGE
222
APPENDIX
APPENDIX
This Appendix is circulated to shareholders of CapitaLand Limited (the “Company”). Its purpose is to provide
shareholders of the Company with information on the proposed renewal of the Share Purchase Mandate to be
tabled at the Annual General Meeting to be held on 25 April 2011 at 10.00 a.m. at the STI Auditorium, 168
Robinson Road, Level 9, Capital Tower, Singapore 068912.
If you are in any doubt as to the action you should take, you should consult your stockbroker or other professional
adviser immediately.
The Singapore Exchange Securities Trading Limited takes no responsibility for the accuracy of any statements
made or opinions expressed in this Appendix.
In this Appendix, the following definitions apply throughout unless otherwise stated:
“AGM” The annual general meeting of the Company to be held on 25 April 2011
“Companies Act” The Companies Act, Chapter 50 of Singapore as amended from time to time
“Latest Practicable Date” 28 February 2011, being the latest practicable date prior to the printing of
this Appendix
“Listing Manual” The Listing Manual of the SGX-ST, including any amendments made thereto
up to the Latest Practicable Date
“Market Day” A day on which the SGX-ST is open for trading in securities
“Securities Accounts” Securities accounts maintained by Depositors with CDP, but not including
securities sub-accounts maintained with a Depository Agent
“Share Purchase Mandate” The mandate to enable the Company to purchase or otherwise acquire its
issued Shares
“Shareholders” Registered holders of Shares, except that where the registered holder is
CDP, the term “Shareholders” shall, in relation to such Shares and where
the context admits, mean the Depositors whose Securities Accounts
maintained with CDP are credited with the Shares
CAPITALAND LIMITED
PAGE
224
APPENDIX
DEFINITIONS (cont’d)
“Substantial Shareholder” In relation to the Company, a person who has an interest in not less than
5% of the issued voting shares of the Company
“2010 EGM” The Extraordinary General Meeting of the Company held on 16 April 2010
The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to
them respectively in Section 130A of the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the
masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall
include corporations.
Any reference in this Appendix to any enactment is a reference to that enactment as for the time being amended
or re-enacted. Any word defined in the Companies Act or any statutory modification thereof and not otherwise
defined in this Appendix shall have the same meaning assigned to it in the Companies Act or any statutory
modification thereof, as the case may be.
The headings in this Appendix are inserted for convenience only and shall be ignored in construing this Appendix.
Any reference to a time of day in this Appendix is made by reference to Singapore time unless otherwise stated.
Any discrepancies in the tables in this Appendix between the listed amounts and the totals thereof are due
to rounding.
ANNUAL REPORT 2010
PAGE
225
APPENDIX
1. INTRODUCTION
1.1 AGM. We refer to (a) the notice of AGM dated 23 March 2011 (the “Notice of AGM”) convening the AGM
to be held on 25 April 2011; and (b) the Ordinary Resolution No. 9C under the heading “Special Business”
set out in the Notice of AGM.
1.2 This Appendix. The purpose of this Appendix is to provide Shareholders with information relating to the
proposed renewal of the Share Purchase Mandate to be tabled at the AGM.
2.1 Background. Shareholders had approved the renewal of the Share Purchase Mandate at the 2010 EGM.
The authority and limitations of the Share Purchase Mandate were set out in the 2010 Circular and the
ordinary resolution in the notice of the 2010 EGM. The authority contained in the Share Purchase Mandate
was expressed to continue in force until the next annual general meeting of the Company and, as such,
would be expiring on 25 April 2011, being the date of the forthcoming AGM. Although the Company has
not undertaken any purchases or acquisitions of its Shares pursuant to the authority conferred by the Share
Purchase Mandate approved by Shareholders at the 2010 EGM, it is proposed nonetheless that such
authority be renewed. Accordingly, the renewal of the Share Purchase Mandate will be tabled as Ordinary
Resolution No. 9C for Shareholders’ approval at the AGM (“Ordinary Resolution”).
2.2 Rationale for the Share Purchase Mandate. The Share Purchase Mandate will give the Company the flexibility
to undertake purchases or acquisitions of its Shares at any time, subject to market conditions, during the
period that the Share Purchase Mandate is in force. Share purchases or acquisitions allow the Company
greater flexibility over its share capital structure with a view to improving, inter alia, its return on equity. The
Shares which are purchased or acquired may be held as treasury shares which the Company may, inter alia,
transfer for the purposes of or pursuant to its employee share schemes so as to enable the Company to take
advantage of tax deductions under the current taxation regime. The use of treasury shares in lieu of issuing
new Shares would also mitigate the dilution impact on existing Shareholders.
It should be noted that the purchase or acquisition of Shares pursuant to the Share Purchase Mandate will
only be undertaken if it can benefit the Company and Shareholders. No purchase or acquisition of Shares will
be made in circumstances which would have or may have a material adverse effect on the financial position
of the Company and the Group and/or affect the listing status of the Company on the SGX-ST.
2.3 Authority and limitations of the Share Purchase Mandate. The authority and limitations placed on the Share
Purchase Mandate are summarised below.
The total number of Shares which may be purchased or acquired by the Company pursuant to the Share
CAPITALAND LIMITED
Purchase Mandate is limited to that number of Shares representing not more than 2% of the issued
Shares as at the date of the AGM, excluding any Shares held as treasury shares. Under the Companies
Act, any Shares which are held as treasury shares shall be disregarded for the purposes of computing
the 2% limit. As at the Latest Practicable Date, no Shares were held as treasury shares.
PAGE
226
APPENDIX
2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
Purchases or acquisitions of Shares may be made, at any time and from time to time, on and from the
date of the AGM at which the renewal of the Share Purchase Mandate is approved, up to the date (being
a date after the AGM) on which the next annual general meeting of the Company is held or required by
law to be held; or the date (being a date after the AGM) on which the authority conferred by the Share
Purchase Mandate is revoked or varied, whichever is the earlier.
Market Purchases refer to purchases or acquisitions of Shares by the Company effected on the SGX-
ST or, as the case may be, such other stock exchange for the time being on which the Shares may be
listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the
purpose.
Off-Market Purchases refer to purchases or acquisitions of Shares by the Company made under an
equal access scheme or schemes for the purchase or acquisition of Shares from Shareholders. The
Directors may impose such terms and conditions which are not inconsistent with the Share Purchase
Mandate, the Listing Manual and the Companies Act as they consider fit in the interests of the Company
in connection with or in relation to any equal access scheme or schemes. Under the Companies Act, an
Off-Market Purchase must, however, satisfy all the following conditions:
(A) offers for the purchase or acquisition of Shares shall be made to every person who holds Shares to
ANNUAL REPORT 2010
(B) all of those persons shall be given a reasonable opportunity to accept the offers made; and
PAGE
227
APPENDIX
2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
(1) differences in consideration attributable to the fact that offers may relate to Shares with different
accrued dividend entitlements; and
(2) differences in the offers introduced solely to ensure that each person is left with a whole
number of Shares.
Additionally, the Listing Manual provides that, in making an Off-Market Purchase, the Company
must issue an offer document to all Shareholders which must contain, inter alia:
(dd) the consequences, if any, of Share purchases by the Company that will arise under the Take-
over Code or other applicable takeover rules;
(ee) whether the Share purchases, if made, would have any effect on the listing of the Shares on
the SGX-ST; and
(ff) details of any Share purchases made by the Company in the previous 12 months (whether
Market Purchases or Off-Market Purchases), giving the total number of Shares purchased,
the purchase price per Share or the highest and lowest prices paid for the purchases, where
relevant, and the total consideration paid for the purchases.
The purchase price (excluding brokerage, commission, applicable goods and services tax and other
related expenses) to be paid for a Share will be determined by the Directors. However, the maximum
purchase price (the “Maximum Price”) to be paid for the Shares as determined by the Directors must
not exceed:
(i) in the case of a Market Purchase, 105% of the Average Closing Price of the Shares; and
CAPITALAND LIMITED
(ii) in the case of an Off-Market Purchase, 110% of the Average Closing Price of the Shares,
PAGE
228
APPENDIX
2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
“Average Closing Price” means the average of the last dealt prices of a Share for the five consecutive
Market Days on which the Shares are transacted on the SGX-ST or, as the case may be, such other
stock exchange on which the Shares are listed or quoted, immediately preceding the date of the Market
Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the
Off-Market Purchase, and deemed to be adjusted in accordance with the listing rules of the SGX-ST for
any corporate action which occurs after the relevant five-day period; and
“date of the making of the offer” means the date on which the Company makes an offer for an Off-
Market Purchase, stating therein the purchase price (which shall not be more than the Maximum Price
for an Off-Market Purchase calculated on the foregoing basis) for each Share and the relevant terms of
the equal access scheme for effecting the Off-Market Purchase.
2.4 Status of purchased or acquired Shares. Under current law, the Shares purchased or acquired by the Company
shall be deemed cancelled immediately on purchase or acquisition, and all rights and privileges attached to
those Shares will expire on cancellation, unless such Shares are held by the Company as treasury shares.
The total number of issued Shares will be diminished by the number of Shares purchased or acquired by the
Company which are cancelled and are not held as treasury shares.
2.5 Treasury shares. Under the Companies Act, the Shares purchased or acquired by the Company may be held
or dealt with as treasury shares. Some of the provisions on treasury shares under the Companies Act are
summarised below.
The number of Shares held as treasury shares cannot at any time exceed 10% of the total number of
issued Shares.
The Company cannot exercise any right in respect of treasury shares. In particular, the Company
cannot exercise any right to attend or vote at meetings and for the purposes of the Companies Act, the
Company shall be treated as having no right to vote and the treasury shares shall be treated as having
no voting rights.
ANNUAL REPORT 2010
In addition, no dividend may be paid, and no other distribution of the Company’s assets may be made,
to the Company in respect of treasury shares. However, the allotment of Shares as fully paid bonus
shares in respect of treasury shares is allowed. A subdivision or consolidation of any treasury share into
treasury shares of a smaller amount is also allowed so long as the total value of the treasury shares after
the subdivision or consolidation is the same as before.
PAGE
229
APPENDIX
2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
Where Shares are held as treasury shares, the Company may at any time but subject always to the Take-
over Code:
(ii) transfer the treasury shares for the purposes of or pursuant to an employees’ share scheme;
(iii) transfer the treasury shares as consideration for the acquisition of shares in or assets of another
company or assets of a person;
(v) sell, transfer or otherwise use the treasury shares for such other purposes as may be prescribed by
the Minister for Finance.
Under the Listing Manual, immediate announcement must be made of any sale, transfer, cancellation
and/or use of treasury shares (in each case, the “usage”). Such announcement must include details
such as the date of the usage, the purpose of the usage, the number of treasury shares of the usage,
the number of treasury shares before and after the usage, and the percentage of the number of treasury
shares of the usage against the total number of issued shares (of the same class as the treasury shares)
which are listed on the SGX-ST before and after the usage.
2.6 Source of funds. In purchasing or acquiring Shares pursuant to the Share Purchase Mandate, the Company
may only apply funds legally available for such purchase or acquisition in accordance with the Articles of
Association of the Company and applicable laws. Under the Companies Act, any payment made by the
Company in consideration of the purchase or acquisition of its Shares may be made out of the Company’s
capital and/or profits. The Company intends to use internal sources of funds, external borrowings, or a
combination of internal resources and external borrowings, to finance purchases or acquisitions of its Shares.
The Directors do not propose to exercise the Share Purchase Mandate to such extent that it would materially
affect the working capital requirements, financial flexibility or investment ability of the Group.
2.7 Financial effects. The financial effects on the Group and the Company arising from purchases or acquisitions
of Shares which may be made pursuant to the Share Purchase Mandate will depend on, inter alia, whether
the Shares are purchased or acquired out of capital and/or profits of the Company, the aggregate number of
Shares purchased or acquired, and the consideration paid at the relevant time. The financial effects on the
Group and the Company based on the audited financial statements of the Group and the Company for the
CAPITALAND LIMITED
financial year ended 31 December 2010 are based on the assumptions set out below.
PAGE
230
APPENDIX
2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
Under the Companies Act, purchases or acquisitions of Shares by the Company may be made out of the
Company’s capital and/or profits so long as the Company is solvent.
Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of
capital, the amount available for the distribution of cash dividends by the Company will not be reduced.
Where the consideration paid by the Company for the purchase or acquisition of Shares is made out
of profits, such consideration (excluding brokerage, commission, applicable goods and services tax and
other related expenses) will correspondingly reduce the amount available for the distribution of cash
dividends by the Company.
Based on 4,262,936,446 issued Shares as at the Latest Practicable Date (none of which are held as
treasury shares), the purchase or acquisition by the Company of 2% of such Shares will result in the
purchase or acquisition of 85,258,728 Shares.
Assuming that the Company purchases or acquires the 85,258,728 Shares at the Maximum Price, the
maximum amount of funds required is approximately:
(i) in the case of Market Purchases of Shares, $294.1 million based on $3.45 for one Share (being the
price equivalent to 5% above the Average Closing Price of the Shares traded on the SGX-ST for the
five consecutive Market Days immediately preceding the Latest Practicable Date); and
(ii) in the case of Off-Market Purchases of Shares, $308.6 million based on $3.62 for one Share (being
the price equivalent to 10% above the Average Closing Price of the Shares traded on the SGX-ST
for the five consecutive Market Days immediately preceding the Latest Practicable Date).
For illustrative purposes ONLY, on the basis of the assumptions set out above as well as the following:
(A) the Share Purchase Mandate had been effective on 1 January 2010;
(B) there was no issuance of Shares, whether pursuant to the exercise of Share Options and/or vesting of
Awards or otherwise, after the Latest Practicable Date; and
Financial indicators
NTA per Share ($) 2.35 2.32 3.22 3.21 2.35 2.32 3.22 3.21
Gearing (Net D/E) 0.33 0.35 0.18 0.20 0.33 0.35 0.18 0.20
Current ratio (times) 6.07 4.61 3.78 3.71 6.07 4.53 3.78 3.70
Basic EPS (cents) 8.26 8.43 29.89 30.50 8.26 8.43 29.89 30.50
Notes:
(1) NTA means Net Tangible Assets
Net D/E means Net Debt-to-Equity
EPS means Earnings Per Share
(2) The disclosed financial effects remain the same irrespective of whether:
(a) the purchase of the Shares is effected out of capital or profits; or
(b) the purchased Shares are held in treasury or are cancelled.
(3) NTA equals shareholders’ funds less non-controlling interests and intangible assets. NTA per Share is calculated based on the
number of issued Shares excluding treasury shares.
(4) Current ratio equals current assets divided by current liabilities.
SHAREHOLDERS SHOULD NOTE THAT THE FINANCIAL EFFECTS SET OUT ABOVE ARE BASED ON
THE AUDITED FINANCIAL STATEMENTS OF THE GROUP AND THE COMPANY FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2010 AND ARE FOR ILLUSTRATION ONLY. THE RESULTS OF THE
CAPITALAND LIMITED
GROUP AND THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 MAY NOT BE
REPRESENTATIVE OF FUTURE PERFORMANCE.
PAGE
232
APPENDIX
2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
2.8 Taxation. Shareholders who are in doubt as to their respective tax positions or any tax implications, or who
may be subject to tax in a jurisdiction outside Singapore, should consult their own professional advisers.
2.9 Listing status of the Shares. The Listing Manual requires a listed company to ensure that at least 10% of
the total number of its issued shares (excluding treasury shares, preference shares and convertible equity
securities) in a class that is listed, is held by public shareholders at all times. As at the Latest Practicable Date,
approximately 58.94% of the issued Shares are held by public shareholders. Accordingly, the Company is
of the view that there is a sufficient number of the Shares held by public shareholders which would permit
the Company to undertake purchases or acquisitions of its Shares through Market Purchases up to the full
2% limit pursuant to the Share Purchase Mandate without affecting the listing status of the Shares on the
SGX-ST. The Company will consider investor interests when maintaining a liquid market in its securities, and
will ensure that there is a sufficient float for an orderly market in its securities when purchasing its Shares.
2.10 Listing rules. The Listing Manual restricts a listed company from purchasing shares by way of market
purchases at a price per share which is more than 5% above the “average closing price”, being the
average of the closing market prices of the shares over the last five Market Days on which transactions
in the shares were recorded, before the day on which the purchases were made, as deemed to be
adjusted for any corporate action that occurs after the relevant five-day period. The Maximum Price for a
Share in relation to Market Purchases referred to in paragraph 2.3 above complies with this requirement.
Although the Listing Manual does not prescribe a maximum price in relation to purchases of shares by
way of off-market purchases, the Company has set a cap of 10% above the average closing price of a
Share as the Maximum Price for a Share to be purchased or acquired by way of an Off-Market Purchase.
While the Listing Manual does not expressly prohibit any purchase or acquisition of shares by a listed
company during any particular time or times, because the listed company would be regarded as an “insider”
in relation to any proposed purchase or acquisition of its issued shares, the Company will not undertake any
purchase or acquisition of Shares pursuant to the Share Purchase Mandate at any time after any matter
or development of a price sensitive nature has occurred or has been the subject of consideration and/or a
decision of the Board of Directors of the Company until such price sensitive information has been publicly
announced. In particular, in line with the Company’s internal guide on securities dealings, the Company will
not purchase or acquire any Shares through Market Purchases during the two weeks immediately preceding,
ANNUAL REPORT 2010
and up to the time of the announcement of, the Company’s results for each of the first three quarters of its
financial year and during the one month preceding, and up to the time of announcement of, the Company’s
results for the full financial year.
PAGE
233
APPENDIX
2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
2.11 Reporting requirements. The Listing Manual specifies that a listed company shall report all purchases or
acquisitions of its shares to the SGX-ST not later than 9.00 a.m. (a) in the case of a market purchase, on the
Market Day following the day of purchase or acquisition of any of its shares, and (b) in the case of an off-
market purchase under an equal access scheme, on the second Market Day after the close of acceptances
of the offer. Such announcement (which must be in the form prescribed by the Listing Manual) must include
details of the date of the purchase, the total number of shares purchased, the purchase price per share or
the highest and lowest prices paid for such shares, as applicable, and the total consideration (including stamp
duties and clearing charges) paid or payable for the shares.
2.12 Take-over implications. Appendix 2 of the Take-over Code contains the Share Buy-Back Guidance Note.
The take-over implications arising from any purchase or acquisition by the Company of its Shares are set
out below.
If, as a result of any purchase or acquisition by the Company of its Shares, the proportionate interest in
the voting capital of the Company of a Shareholder and persons acting in concert with him increases,
such increase will be treated as an acquisition for the purposes of Rule 14 of the Take-over Code.
Consequently, a Shareholder or a group of Shareholders acting in concert with a Director could obtain or
consolidate effective control of the Company and become obliged to make an offer under Rule 14 of the
Take-over Code.
Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant
to an agreement or understanding (whether formal or informal), co-operate, through the acquisition by
any of them of shares in a company to obtain or consolidate effective control of that company.
Unless the contrary is established, the Take-over Code presumes, inter alia, the following individuals and
companies to be persons acting in concert with each other:
(A) a company;
(F) companies whose associated companies include any of (A), (B), (C), (D) or (E); and
(G) any person who has provided financial assistance (other than a bank in the ordinary course of
business) to any of the foregoing companies for the purchase of voting rights; and
PAGE
234
APPENDIX
2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
The circumstances under which Shareholders, including Directors and persons acting in concert with
them respectively, will incur an obligation to make a take-over offer under Rule 14 of the Take-over Code
after a purchase or acquisition of Shares by the Company are set out in Appendix 2 of the Take-over
Code.
In general terms, the effect of Rule 14 and Appendix 2 of the Take-over Code is that, unless exempted,
Directors and persons acting in concert with them will incur an obligation to make a take-over offer under
Rule 14 if, as a result of the Company purchasing or acquiring Shares, the voting rights of such Directors
and their concert parties would increase to 30% or more, or in the event that such Directors and their
concert parties hold between 30% and 50% of the Company’s voting rights, if the voting rights of such
Directors and their concert parties would increase by more than 1% in any period of six months. In
calculating the percentages of voting rights of such Directors and their concert parties, treasury shares
shall be excluded.
Under Appendix 2 of the Take-over Code, a Shareholder not acting in concert with the Directors will
not be required to make a take-over offer under Rule 14 if, as a result of the Company purchasing or
acquiring its Shares, the voting rights of such Shareholder would increase to 30% or more, or, if such
Shareholder holds between 30% and 50% of the Company’s voting rights, the voting rights of such
Shareholder would increase by more than 1% in any period of six months. Such Shareholder need not
abstain from voting in respect of the resolution authorising the Share Purchase Mandate.
Based on the interests of the Substantial Shareholder in issued Shares recorded in the Register of
Substantial Shareholders as at the Latest Practicable Date, the Substantial Shareholder would not
become obliged to make a take-over offer for the Company under Rule 14 of the Take-over Code as
a result of any purchase or acquisition of Shares by the Company pursuant to the Share Purchase
Mandate of the maximum limit of 2% of its issued Shares (excluding Shares held in treasury) as at the
Latest Practicable Date.
3.1 Interests of Directors. The interests of the Directors in issued Shares, as recorded in the Company’s Register
of Directors’ Shareholdings as at the Latest Practicable Date, are set out below.
Dr Hu Tsu Tau 253,653 0.0060 0 0 253,653 0.0060
Peter Seah Lim Huat 267,417 0.0063 0 0 267,417 0.0063
Liew Mun Leong 3,119,436 0.0732 237,000* 0.0056 3,356,436 0.0787
Jackson Peter Tai 600,572 0.0141 0 0 600,572 0.0141
Richard Edward Hale 839,549 0.0197 0 0 839,549 0.0197
James Koh Cher Siang 223,933 0.0053 4,500* 0.0001 228,433 0.0054
Arfat Pannir Selvam 179,799 0.0042 0 0 179,799 0.0042
Professor Kenneth Stuart Courtis 117,697** 0.0028 0 0 117,697** 0.0028
Dr Fu Yuning 0 0 0 0 0 0
John Powell Morschel 0 0 0 0 0 0
Ng Kee Choe 10,000 0.0002 0 0 10,000 0.0002
Simon Claude Israel 0 0 0 0 0 0
Notes:
* Shares are held by spouse.
** 80,000 Shares and 37,697 Shares are held through DBS Nominees (Private) Limited and Morgan Stanley Asia (Singapore)
Securities Pte Ltd, respectively.
There were 4,262,936,446 issued Shares as at the Latest Practicable Date, none of which were held as treasury shares.
The interests of the Directors in outstanding Awards as at the Latest Practicable Date are set out below.
Number of Shares
comprised in
outstanding
Directors Awards
Dr Hu Tsu Tau 19,336(1)
13,373(2)
Peter Seah Lim Huat 19,336(1)
16,108(2)
Liew Mun Leong 53,554(3)
171,958(4)
Up to 301,913(5)
CAPITALAND LIMITED
Up to 2,240,046(6)
Jackson Peter Tai 11,280(1)
9,422(2)
Richard Edward Hale 17,725(1)
14,386(2)
James Koh Cher Siang 19,336(1)
12,461(2)
PAGE
236
APPENDIX
3. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS (cont’d)
Notes:
(1)
Being the unvested half of the Award.
(2)
Being the Award granted in 2010. For the year 2010, the awards to non-executive directors are time-based with no
performance conditions and will be released over a vesting period of two years.
(3)
Being the unvested remaining one-third of the Award.
(4)
Being the unvested two-third of the Award.
(5)
The final number of Shares released will depend on the achievement of pre-determined targets at the end of a one-year
performance period and the release will be over a vesting period of three years. No Shares will be released if the threshold
targets are not met at the end of the performance period. On the other hand, if superior targets are met, more Shares than
the baseline award could be delivered up to a maximum of 150% of the baseline award.
(6)
The final number of Shares released will depend on the achievement of pre-determined targets over a three-year
performance period. No Shares will be released if the threshold targets are not met at the end of the performance period.
On the other hand, if superior targets are met, more Shares than the baseline award could be delivered up to a maximum
of 200% of the baseline award.
^ Mr Ng Kee Choe and Mr Simon Claude Israel were appointed on 16 April 2010 and 1 July 2010 respectively.
There were no outstanding Share Options held by the Directors as at the Latest Practicable Date.
3.2 Interests of Substantial Shareholder. The interests of the Substantial Shareholder in issued Shares, as
recorded in the Company’s Register of Substantial Shareholders as at the Latest Practicable Date, are set
out below.
Notes:
By virtue of Section 7 of the Companies Act, Temasek Holdings (Private) Limited (“Temasek”) is deemed to have an interest in
63,606,870 Shares in which its associated companies have or are deemed to have an interest. Temasek is wholly owned by the
Minister for Finance.
There were 4,262,936,446 issued Shares as at the Latest Practicable Date, none of which were held as treasury shares.
PAGE
237
APPENDIX
4. DIRECTORS’ RECOMMENDATION
The Directors are of the opinion, for the reasons set out in paragraph 2.2 above, that the Share Purchase
Mandate is in the interests of the Company. Accordingly, they recommend that Shareholders vote in favour
of the Ordinary Resolution No. 9C relating to the renewal of the Share Purchase Mandate to be proposed at
the AGM.
6. INSPECTION OF DOCUMENTS
Copies of the following documents are available for inspection at the registered office of the Company
during normal business hours from the date hereof up to and including the date of the AGM:
PROXY FORM
3. CPF investors who wish to attend the Meeting as an observer must submit their
requests through their CPF Approved Nominees within the time frame specified. If they
also wish to vote, they must submit their voting instructions to the CPF Approved
Nominees within the time frame specified to enable them to vote on their behalf.
ANNUAL GENERAL MEETING
of ___________________________________________________________________________________________________ (Address)
Proportion of Shareholdings
Name Address NRIC/Passport No. No. of Shares %
Proportion of Shareholdings
Name Address NRIC/Passport No. No. of Shares %
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and if necessary, to demand a poll, at the Annual
General Meeting of the Company, to be held at the STI Auditorium, 168 Robinson Road, Level 9, Capital Tower, Singapore
068912, on Monday, 25 April 2011 at 10.00 a.m., and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for
or against the Resolutions to be proposed at the Annual General Meeting as indicated hereunder. If no specific direction as to
voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter
arising at the Annual General Meeting.
Affix
postage
stamp
CAPITALAND LIMITED
c/o M & C Services Private Limited
138 Robinson Road
#17-00 The Corporate Office
Singapore 068906
This Annual Report to Shareholders may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results
may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples
of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, availability of real
estate properties, competition from other companies and venues for the sale/distribution of goods and services, shifts in customer demands, customers and partners,
changes in operating expenses, including employee wages, benefits and training, governmental and public policy changes and the continued availability of financing
in the amounts and the terms necessary to support future business. You are cautioned not to place undue reliance on these forward-looking statements, which are
based on current view of management on future events.
CAPITALAND LIMITED
168 Robinson Road
#30-01 Capital Tower
Singapore 068912
Tel +65 6823 3200
Fax +65 6820 2202
(Reg No. 198900036N)
This Annual Report is printed on
environmentally-friendly paper. www.capitaland.com
PROPERTY
PORTFOLIO
31 DECEMBER 2010
CONTENTS
Residential
2
Commercial
6
Shopping Malls
8
Serviced Residences
16
PAGE
Integrated Developments
1
22
RESIDENTIAL
LATITUDE
SINGAPORE
RESIDENTIAL
AS AT 31 DECEMBER 2010
PORTFOLIO DETAILS
Expected Gross Approximate Total
Completion Effective Floor Area Percentage No. of Tenure
Name Location Date Stake(%) (sqm) Completion Units (Years)
UNDER DEVELOPMENT
SINGAPORE
d'Leedon Leedon Heights/ 2015 35% 218,519 2% 1,715 99
King’s Road/
Farrer Road
The Wharf Tong Watt Road 2013 100% 27,168 26% 186 999
Residence
RESIDENTIAL
Urban Resort Cairnhill Road 2013 100% 14,890 8% 64 Freehold
Condominium
CHINA
Beau Chancheng 2011 100% 45,912 89% 648 70
Residences District, Foshan
VIETNAM
ANNUAL REPORT 2010
Mulberry Lane Ha Dong District, 2013 70% 235,853 14% 1,478 Freehold
Hanoi
Gross
Effective Floor Area Total No. Tenure
Name Location Stake(%) (sqm) of Units (Years)
COMPLETED PROJECTS
SINGAPORE
Botannia West Coast Park 50% 60,556 493 956
CHINA
La Capitale Dongcheng District, 100% 51,671 313 50
Beijing
THAILAND
Athenee Residence Wireless Road, 40% 84,315 222 Freehold
Bangkok
CAPITALAND LIMITED
North Park Place North Park, Bangkok 40% 33,337 130 Freehold
FUTURE DEVELOPMENT
SINGAPORE
Site at Yio Chu Kang Yio Chu Kang Road 100% 19,330 80 Freehold
(estimated)
Road
CHINA
99 Hengshan Road Xuhui District, 100% 15,000 91 50
RESIDENTIAL
Shanghai
VIETNAM
Site at Thanh My Loi District 2, 30% 70,168 NA Freehold
(Phase 2)
Ho Chi Minh City
THAILAND
Site at Jomtien Jomtien, Pattaya 40% 40,922 166 Freehold
PAGE
(estimated)
5
PORTFOLIO DETAILS
Total Net
Effective Lettable Tenure
Name Location Stake (%) Area (sqm) (Years)
COMPLETED PROJECTS
INDUSTRIAL
SINGAPORE
15 Changi South Street 1 Changi South 62% 3,774 30
COMMERCIAL
CHINA
Corporation Park Sha Tin, Hong Kong 30% 40,099 (GFA) 54
OFFICE
SINGAPORE
PWC Building Cross Street 30% 33,080 99
163 strata-titled units in The Adelphi Coleman Street 100% 16,543 999
(office and retail)
CHINA
IBM China Centre Haidian District, Beijing 50% 20,345 50
UNITED KINGDOM
1 Derry Street Central London 33.3% 2,991 Freehold
FUTURE DEVELOPMENT
IT PARK/OFFICE
INDIA
Site at Trans Thana Creek Thana District, Navi Mumbai 49% 273,162 100
COMPLETED PROJECTS
SINGAPORE
CAR PARK
Golden Shoe Car Park Market Street 31.8% 4,117 99
OFFICE
Bugis Village Queen Street/Rochor Road/ 31.8% 11,375 99
Victoria Street
residences)
7
SHOPPING MALLS
AIDEMENGDUN MALL
HARBIN
CHINA
SHOPPING MALLS
AS AT 31 DECEMBER 2010
PORTFOLIO DETAILS
Total Net
Effective Lettable Tenure
Name Location Stake (%) Area (sqm) (Years)
UNDER DEVELOPMENT
SINGAPORE
One-North Vista Xchange Green 65.5% 24,000 60,
(Commercial)
expiring in
38,000sqm October 2067
(civic, cultural
& institutional)
(GFA)
CHINA
Fucheng Mall Fucheng district, Mianyang 29.5% 45,000 (GFA) Expiring in
(Phase II)
June 2047
SHOPPING MALLS
Jinniu Mall Jinniu district, Chengdu 29.5% 90,624 (GFA) Expiring in
(Phase II)
October 2044
Rizhao Mall Juction of Haiqu East Road 19.7% 77,458 (GFA) Expiring in
and Qingdao Road, Rizhao November 2043
Total Net
Effective Lettable Tenure
Name Location Stake (%) Area (sqm) (Years)
Mysore Mall Abba Road/ Hyder Ali Road, 14.6% 33,417 (GFA) Freehold
Mysore
COMPLETED PROJECTS
SINGAPORE
ION Orchard Orchard Road 32.8% 58,139 99, expiring in
March 2105
CHINA
Aidemengdun Mall Daoli District, Harbin 29.5% 27,347 Expiring in
September 2042
carpark:
Expiring in
May 2056
PAGE
10
PORTFOLIO DETAILS
Total Net
Effective Lettable Tenure
Name Location Stake (%) Area (sqm) (Years)
SHOPPING MALLS
Guicheng Mall Nanhai district, Foshan 47.5% 35,966 Expiring in
August 2044
March 2041
PAGE
11
SHOPPING MALLS
AS AT 31 DECEMBER 2010
Total Net
Effective Lettable Tenure
Name Location Stake (%) Area (sqm) (Years)
INDIA
Forum Value Mall, Forum Value Mall, Bangalore 10.4% 46,817 Freehold
Bangalore 5
MALAYSIA
CAPITALAND LIMITED
SHOPPING MALLS
Narashino Shopping Center Funabashi-shi,Chiba 17.2% 10,736 Freehold
COMPLETED PROJECTS
SINGAPORE
Bugis Junction Victoria Street 19.6% 39,084 99, expiring in
September 2089
Funan DigitaLife Mall North Bridge Road 19.6% 27,748 99, expiring in
December 2078
Lot One Shoppers' Mall Choa Chu Kang 19.6% 20,285 99, expiring in
November 2092
ANNUAL REPORT 2010
Total Net
Effective Lettable Tenure
Name Location Stake (%) Area (sqm) (Years)
UNDER DEVELOPMENT
SINGAPORE
JCube 8 Jurong East 19.6% 26,113 (GFA) 99, expiring in
February 2090
COMPLETED PROJECTS
CHINA
Anzhen Mall Chaoyang District, Beijing 17.9% 43,442 Expiring in
October 2034/
March 2042/
June 2042
May 2053
May 2042
14
PORTFOLIO DETAILS
Total Net
Effective Lettable Tenure
Name Location Stake (%) Area (sqm) (Years)
COMPLETED PROJECTS
MALAYSIA
Gurney Plaza Persiaran Gurney, Penang 27.3% 65,542 Freehold
SHOPPING MALLS
Sungei Wang Plaza Jalan Sultan Ismail, 27.3% 42,093 Freehold
(Strata Parcels) 11 Kuala Lumpur
Notes:
Excludes our interest in Horizon Realty Fund, which we do not manage.
Our effective interests in properties are based on our direct interests and our interests in the private real estate funds, CMT, CRCT and
CMMT as at 31 December 2010.
For details of the Bedok Town Centre site and all Raffles City projects, please refer to the Integrated Developments section.
1
We do not have equity interests in these properties as at 31 December 2010.
2
Held through a combination of equity and debentures.
3
Asset plan is currently under review.
4
The India Development Fund owns a 49.00% interest in a special purpose vehicle that has a 68.00% interest in the property.
5
NLA for India includes loading for common area.
6
Signed, with completion subject to, among other things, regulatory approvals for the asset-backed securitisation structure.
7
Refers to approximately 90.7% of the retail strata area and 100% of the carpark bays.
8
Total valuation of these properties is S$428.3 million.
9
Gurney Plaza Extension is considered as part of Gurney Plaza.
10
Signed, with completion subject to regulatory and unitholders’ approvals and a placement of new units in CMMT. Effective stake
PAGE
PORTFOLIO DETAILS
Total Net
Effective Lettable No. of Tenure
Name Location Stake(%) Area (sqm) Units (Years)
AUSTRALIA
Citadines on Bourke Melbourne Bourke Street, Melbourne 100% 15,372 380 Freehold
CHINA
Ascott Beijing Chaoyang District, Beijing 100% 41,936 310 70
Citadines Ashley Hongkong Tsim Sha Tsui District, Hong Kong 100% 1,159 36 150
SERVICED RESIDENCES
Citadines Biyun Shanghai Jinqiao Export Processing Zone, 33% 10,881 196 70
Shanghai
Citadines Gaoxin Xi'an Hi-Tech Development Zone, Xi’an 33% 18,456 251 50
Citadines Xinghai Suzhou Suzhou Industrial Park, Suzhou 100% 8,410 167 70
Somerset Garden City Shenzhen Nanshan District, Shenzhen 33% 13,123 147 70
Somerset Heping Shenyang Taiyuan Street Commercial Zone, 33% 22,700 270 30
Shenyang
Citadines Hitec City Hyderabad Hitec City, Hyderabad 49% 8,310 218 Freehold
(under construction)
Citadines OMR Gateway Old Mahabalipuram Road, Chennai 40% 14,918 300 Freehold
Chennai (under construction)
Citadines Parimal Garden Central Business District, 40% 7,320 220 Freehold
Ahmedabad (under construction) Ahmedabad
Somerset Greenways Chennai Sathyadev Avenue, Chennai 64.4% 18,325 187 Freehold
(under construction)
Total Net
Effective Lettable No. of Tenure
Name Location Stake(%) Area (sqm) Units (Years)
JAPAN
Citadines Karasuma-Gojo Kyoto Gojo-ku, Kyoto 40% 3,216 124 Freehold
MALAYSIA
Ascott Kuala Lumpur Jalan Pinang, Kuala Lumpur 50% 26,009 221 Freehold
-1 unit
PAGE
Somerset Ampang Kuala Ampang District, Kuala Lumpur 100% 14,014 207 Freehold
18
Lumpur
PORTFOLIO DETAILS
Total Net
Effective Lettable No. of Tenure
Name Location Stake(%) Area (sqm) Units (Years)
MALAYSIA (cont’d)
Somerset Seri Bukit Ceylon Lorong Ceylon, Kuala Lumpur 100% 7,193 96 Freehold
of 48 units
Kuala Lumpur
SINGAPORE
Ascott Raffles Place Singapore Finlayson Green 100% 10,338 146 999
THAILAND
Ascott Sathorn Bangkok South Sathorn Road, Bangkok 40% 21,022 177 50+10
SERVICED RESIDENCES
Citadines Sukhumvit 8 Bangkok Bangkok 49% 4,967 130 Freehold
BELGIUM
Citadines Sainte-Catherine Quai au Bois a Bruler, Brussels 47.8% 7,536 (NFA) 169 Freehold
Brussels
Citadines Toison d’Or Brussels Avenue de la Toison d’Or, 47.8% 8,662 (NFA) 154 Freehold
Brussels
CHINA
Somerset Grand Fortune Chaoyang District, Beijing 47.8% 11,279 221 70
of 81 units
Garden Beijing
Somerset Olympic Tower Tianjin Heping District, Tianjin 47.8% 25,043 185 70
FRANCE
Ascott Louvre Paris* Rue de Richelieu, Paris 47.8% 3,373 (NFA) 51 Freehold
ANNUAL REPORT 2010
Citadines Antigone Montpellier Boulevard d'Antigone, 47.8% 5,575 (NFA) 122 Freehold
Montpellier
Citadines Austerlitz Paris Rue Esquirol, Paris 47.8% 1,827 (NFA) 50 Freehold
Citadines Castellane Marseille Rue du Rouet, Marseille 47.8% 3,974 (NFA) 97 Freehold
Citadines City Centre Grenoble Rue de Strasbourg, Grenoble 47.8% 4,657 (NFA) 106 Freehold
Citadines City Centre Lille Avenue Willy Brant-Euralille, Lille 47.8% 3,863 (NFA) 101 Freehold
Citadines Croisette Cannes Rue le Poussin, Cannes 47.8% 2,139 (NFA) 58 Freehold
Citadines Les Halles Paris Rue des Innocents, Paris 47.8% 9,207 (NFA) 189 Freehold
PAGE
19
* This property will operate as Citadines Louvre Paris till 3Q 2011. It will be fully refurbished and relaunched as Ascott Louvre Paris in 2012.
SERVICED RESIDENCES
AS AT 31 DECEMBER 2010
Total Net
Effective Lettable No. of Tenure
Name Location Stake(%) Area (sqm) Units (Years)
Citadines Montparnasse Paris Avenue du Maine, Paris 47.8% 2,123 (NFA) 67 Freehold
Citadines Place d’Italie Paris Place d'Italie, Paris 47.8% 7,090 (NFA) 169 Freehold
Citadines Porte de Versailles Rue Didot, Paris 47.8% 3,518 (NFA) 80 Freehold
Paris
Citadines Prado Chanot Boulevard de Louvain, Marseille 47.8% 3,310 (NFA) 77 Freehold
Marseille
Citadines Presqu’ile Lyon Rue Thomassin, Lyon 47.8% 5,973 (NFA) 116 Freehold
Citadines Republique Paris Avenue Parmentier, Paris 47.8% 3,217 (NFA) 76 Freehold
Citadines Tour Eiffel Paris Boulevard de Grenelle, Paris 47.8% 5,380 (NFA) 104 Freehold
Citadines Trocadéro Paris Rue Saint-Didier, Paris 47.8% 4,511 (NFA) 97 Freehold
GERMANY
Citadines Arnulfpark Munich Arnulfstrasse, Munich 47.3% 6,502 (NFA) 146 Freehold
Citadines Kurfürstendamm Olivaer Platz, Berlin 47.8% 5,480 (NFA) 118 Freehold
Berlin
INDONESIA
Ascott Jakarta Jalan Kebon Kacang Raya, 47.3% 21,371 198 26
Jakarta
Somerset Grand Citra Jakarta Jalan Prof Dr Satrio Kav 1, 27.4% 29,666 203 30
Jakarta
JAPAN
Somerset Azabu East Tokyo Minato-ku, Tokyo 47.8% 4,019 79 Freehold
Zesty Nishi Shinjuku III Tokyo Shinjuku-ku, Tokyo 47.8% 803 29 Freehold
SERVICED RESIDENCES
Zesty Shin Ekoda Tokyo Nerima-ku, Tokyo 47.8% 467 18 Freehold
PHILIPPINES
Ascott Makati Ayala Centre, Manila 47.8% 34,282 306 48
Somerset Millennium Makati Legaspi Village, Manila 47.8% 4,448 137 Freehold
of 69 units
Somerset Salcedo Makati Salcedo Village, Manila 47.8% 5,901 138 Freehold
of 71 units
SINGAPORE
Citadines Mount Sophia Wilkie Road 47.8% 7,015 154 96
Singapore
SPAIN
Citadines Ramblas Barcelona Ramblas District, Barcelona 47.8% 6,440 (NFA) 131 Freehold
UNITED KINGDOM
Citadines Barbican London Goswell Road, London 47.8% 6,158 (NFA) 129 Freehold
Citadines Prestige Holborn- High Holborn, London 47.8% 8,403 (NFA) 192 Freehold
Covent Garden London
Citadines Prestige South Gloucester Road, London 47.8% 5,430 (NFA) 92 Freehold
Kensington London
ANNUAL REPORT 2010
Citadines Trafalgar Square Northumberland Avenue, 47.8% 8,977 (NFA) 187 Freehold
London London
VIETNAM
Somerset Chancellor Court Nguyen Thi Minh Khai Street, 32% 20,853 172 48
Ho Chi Minh City Ho Chi Minh City
Somerset Ho Chi Minh City Nguyen Binh Khiem Street, 33% 19,154 165 45
Ho Chi Minh City
PAGE
Somerset Hoa Binh Hanoi Hoang Quoc Viet Street, Hanoi 43% 14,330 206 36
21
Somerset West Lake Hanoi Thuy Khue Road, Hanoi 33.5% 5,349 90 49
INTEGRATED DEVELOPMENTS
RAFFLES CITY BEIJING
CHINA
INTEGRATED DEVELOPMENTS
AS AT 31 DECEMBER 2010
PORTFOLIO DETAILS
Gross
Effective Floor Tenure
Name Location Stake(%) Area (sqm) (Years)
UNDER DEVELOPMENT
CHINA
Daning Project Zhabei District, Shanghai 100% 71,086 50 (office)
40 (retail and
serviced
residences)
INTEGRATED DEVELOPMENTS
Raffles City Chengdu Wuhou District, Chengdu 45.2% 194,962 40
BAHRAIN
Raffles City Bahrain Bahrain Bay, Manama 40.9% 286,976 Freehold
JAPAN
Shinjuku Front Square Shinjuku Ward, Tokyo 20% 123,981 Freehold
(office, retail,
and 298
residential units)
KAZAKHSTAN
Site at Almaty Almaty 70% 35,000 Freehold
(residential
and serviced
residences)
UNITED ARAB EMIRATES
Rihan Heights (Arzanah, Phase 1) Abu Dhabi 49% 116,298 Freehold
(saleable area)
COMPLETED PROJECTS
SINGAPORE
Raffles City Singapore North Bridge Road/ 26.9% 74,376 99
(retail, office
Stamford Road/ and 2,030
Bras Basah Road hotel rooms)
(NLA)
CHINA
Raffles City Beijing Dongcheng District, Beijing 45.2% 103,185 50 (office and
serviced
ANNUAL REPORT 2010
residences)
40 (retail)
UNITED KINGDOM
99-121 Kensington High Street Central London 33.3% 34,443 Freehold
(NLA)
FUTURE DEVELOPMENT
SINGAPORE
Site at Bedok Town Centre New Upper Changi/ 82.8% 52,295 99
(residential)
Bedok North Drive
PAGE
34,863
(retail)
23
This Property Portfolio accompanies the CapitaLand Limited Annual Report 2010.
CAPITALAND LIMITED
168 Robinson Road
#30-01 Capital Tower
Singapore 068912
Tel +65 6823 3200
Fax +65 6820 2202
(Reg No. 198900036N)
This Property Portfolio is printed
on environmentally-friendly paper. www.capitaland.com