SGX Annual Report 2016
SGX Annual Report 2016
SGX Annual Report 2016
Corporate
Information
Members Sustainability
Mr Thaddeus Beczak e [email protected]
Mr Chew Choon Seng
Mr Kevin Kwok
Share Registrar
Boardroom Corporate &
Remuneration &
Advisory Services Pte. Ltd.
Staff Development Committee
50 Raffles Place
Chairman
#32-01 Singapore Land Tower
Mr Kwa Chong Seng
Singapore 048623
Members t +65 6536 5355
Mr Chew Choon Seng f +65 6438 8710
Mr Liew Mun Leong e [email protected]
Mr Ng Kok Song w www.boardroomlimited.com
$118.2M
Total
performance show
Revenue how our ability to deploy
$818M our capital across our
Equities and Derivatives Revenue
$325.3M
Fixed Income businesses produces
Derivatives sustainable value for
Market Data shareholders.
and Connectivity Market Data and
Connectivity Revenue
Sustainability
Performance Overview
Business at a Glance 4
Financial Performance Summary 5
Financial Highlights & Performance Review 6
Group Overview
Group Overview
Letter from the Chairman and the CEO 8
Board of Directors 12
Executive Management Committee 18
Organisation 22
Governance
Governance
Corporate Governance Report 45
Self-Regulatory Organisation Governance Report 64
Report of Independent Committees 69
Remuneration Report 73
Financials
Directors Statement 78 Financials
Independent Auditors Report 88
Statements of Comprehensive Income 93
Statements of Financial Position 94
Statements of Changes in Equity 95
Statement of Cash Flows 98
Notes to the Financial Statements 99
Others
Others
Business
at a Glance
4%
5% Corporate
Market data actions and other
6% 6%
Connectivity Listing
1%
Collateral
management,
membership and other
5%
10% Access
Issuer
Services
19%
10% Clearing
Collateral
11%
management,
licence,
membership
and other
25%
30% Securities
Trading and
49%
Equity and
Commodities Clearing
40%
14% 1%
Equities and Post Trade Depository
Services management
Fixed Income
2%
Contract processing
Derivatives
11%
Market Data Securities settlement
and Connectivity
Revenue
$ 818M
Total revenue up 5% from $779 million
28
Unchanged,
36%
1% pt from 37%
including proposed final
dividend of 13 per share
Financial
Performance Overview
Performance
Summary
Group Overview
Statement of Income
Revenue 647 714 686 779 818
Expenses 284 301 315 377 409
Operating profit 363 413 371 402 409
Profit before tax and share of results of
joint venture and associated companies 358 404 377 410 415
Net profit attributable to equity holders 292 336 320 349 349
Statement of Cash Flows
Governance
Total liabilities 896 906 719 825 1,115
Total equity 833 889 922 976 990
Includes proposed final dividend of 160 171 171 171 139
Capital expenditure 41 32 83 76 75
No. of shares issued (million) 1,072 1,072 1,072 1,072 1,072
No. of shares held as treasury shares (million) 4 2 2 1 2
Financial Indicators
Revenue growth (%) (1.9) 10.4 (4.0) 13.5 5.1
Operating profit margin (%) 56.1 57.9 54.1 51.6 50.0 Financials
Cost-to-income ratio (%) 43.9 42.1 45.9 48.4 50.0
Net gearing Nil Nil Nil Nil Nil
Operating cash flow per share (cents) 32.3 39.2 33.5 40.1 39.6
Net asset value per ordinary share as at
30 June (cents) 78.0 83.1 86.2 91.2 92.5
Financial SGX recorded net profit of $349.0 million, unchanged from a year
earlier. Net profit included an impairment charge of $6.0 million
Highlights & on our investment in the Bombay Stock Exchange. Revenue
Performance increased $39.6 million or 5% to $818.1 million.
Review
Contribution to Contribution to
total revenue: total revenue:
10% 25%
Total Income Revenue Revenue
$82.6M $205.0M
Contribution
Sub-Segment
Securities
Clearing 78%
Listing 57%
Access 18%
FY2016 Corporate
actions
FY2016 Collateral
and other 43% management,
membership
and other 4%
Performance Overview
Derivatives Market Data and Connectivity
Group Overview
Revenue is generated from the Revenue is generated from the offering
Post Trade Services
trading and clearing of futures, swaps of connectivity solutions to market
Revenue is generated from settled and options contracts covering a participants, distribution of market data
trades transacted on the SGX stock broad selection of Asian economies, as well as the creation, management and
market, as well as the transfers of commodities and currencies. We also licensing of indices.
securities that take place independently provide clearing services for over-
of the trading on the exchange. the-counter (OTC) trading of selected
commodities and financial derivatives.
Governance
Securities Equity and
settlement 79% Commodities 74%
Contract Collateral Market data 44%
FY2016 processing 14% FY2016 management, FY2016 Connectivity 56%
licence,
Depository membership
management 7% and other 26%
Financials
+15% from unchanged +14% from +8% from $224.2M +17% from $71.6M +5% from $36.6M +9% from $44.6M
$81.3M $7.4M
Securities settlement revenue Equity and Commodities revenue Market data revenue grew 5% due to
increased 15%, following changes grew $17.2 million or 8%, as increased increased revenue from derivatives
in the mix of securities settlement volumes were partially offset by lower market data feed and index services.
instructions. average fee per contract. Total volumes
increased 14% to 183.1 million contracts Connectivity revenue increased 9%,
Depository management revenue was (161.2 million contracts), primarily primarily due to the continued growth
up 14%, following an increase in the from higher volumes in the SGX FTSE of our colocation business.
number of new accounts opened by China A50 Index futures and Iron Ore
Depository Agents. contracts. Average fee per contract was
Others
$349.0M
unchanged from FY2015
Total Revenue
$818.1M
+5% from FY2015
From left:
Mr Chew Choon Seng
Chairman
Mr Loh Boon Chye
Chief Executive Officer
Letter from the Chairman and the CEO Annual Report 2016 09
Performance Overview
the overall Equities and Fixed Income revenue
FY2016 was a year of key changes for by 1% year-on-year.
Singapore Exchange (SGX) as we focused on
building a sustainable business. Market Data and Connectivity revenue rose
$5.9 million to $87.0 million, accounting for
Senior leadership changes were made, and 11% of total revenue. This was attributable to
a reorganisation in December 2015 ensued to stronger demand for data on derivatives and
align with our priorities to improve liquidity growth of our colocation business.
in our securities market, diversify our business
mix and maintain cost discipline in the face Growth of expenses outpaced revenue growth
Group Overview
of difficult market conditions. with higher expenditure on technology, staff
and royalties. Whilst conscious of the need for
discipline on spending, we will invest where
Financial Highlights necessary for growth of the business and
development of the organisation, and to
SGX recorded overall revenue of $818.1 million enhance SGXs capabilities.
for FY2016, up 5% from a year earlier, while
expenses increased 9% to $409.0 million.
We turned in a net profit of $349.0 million, Building Asias Global
unchanged from last year. Multi-Asset Exchange
Governance
contracts, up 12% from a year earlier. the establishment of the Bond Seasoning
Framework, retail investors will have access to
Equities and Fixed Income revenue, bonds and a wider spectrum of fixed income
comprising Issuer Services, Securities products that were hitherto available only to
Trading and Clearing, and Post Trade accredited investors.
Services, remained the largest contributor
to total revenue at 49%, and grew $4 million As we diversify our business mix,
to $405.8 million. IPO activity was subdued we founded our new Index
and fund-raising in both bond and equity business, SGX Index Edge, to Revenue growth was
markets declined year-on-year, as meet the demand for index-linked primarily driven by our
uncertainties in the global economy investments in Asia by issuers
slowed capital-raising activity. There were and investors. Following the
Derivatives business. Derivatives Financials
349 bond listings raising $172.0 billion and launch of SGX Thematic Indices in revenue increased $29.5 million
21 equity and trust listings raising $2.1 billion, late 2015, we rolled out SGX to $325.3 million, accounting for
compared to 487 bond listings raising Sustainability Indices in May 40% of total revenue. This was
$184.8 billion and 34 equity and trust listings 2016. This complements the achieved through a 14% increase
raising $2.7 billion a year earlier. We were addition of Sustainability in total volumes, primarily in the
not spared from the worldwide dearth Reporting to the listing
Iron Ore contracts and SGX FTSE
of IPOs as there were only 3 Mainboard requirements.
IPOs out of the 21 equity and trust listings China A50 Index futures.
in FY2016. While securities daily average We continued to innovate in
Others
traded value (SDAV) was unchanged at Asian derivatives, with new products such as
$1.1 billion, increased participation from market SGX MSCI China Index contracts, the worlds
makers and liquidity providers decreased the first offshore Indian sector futures, iron ore
average clearing fee by 3% to 2.9 basis points. lump premium contracts and the SGX LNG
In contrast, changes in the mix of settlement Index Group (Sling) futures.
instructions and new Depository Agent
accounts resulted in additional $13.6 million SGX was recognised for its development of
revenue from a year earlier. This made up for new products in commodity derivatives and
the lower revenues from Issuer Services and energy risk management. We were named
10 Singapore Exchange
Exchange of the Year at the global 170,000 participants attended our improvement. These findings will
Energy Risk Awards 2016, becoming the investor courses and events, and we help us in our work with the companies
first Asian exchange to win this accolade. ended the year with a total of 921,000 to do better.
CDP accounts with holdings, a 5%
Our freight derivatives business saw increase from a year ago. Our enforcement powers were
volumes increasing five-fold to almost enhanced with the new Listings
half a million contracts and SGX dry Advisory, Disciplinary and Appeals
bulk freight open interest grew Enhancing Trust in Committees. We issued 7 public
correspondingly. This year we also Our Marketplace reprimands to listed companies and their
celebrated 30 years of the SGX Nikkei relevant persons for rule breaches and
225 Index futures contract and the 10th We concentrated our regulatory efforts referred 32 market misconduct cases to
anniversary of both the SGX FTSE China during the year on the prevention of the Monetary Authority of Singapore.
A50 Index futures contract and SGX wrong-doing, enforcement of our rules We extended the privy list that
AsiaClear as an OTC clearing house. and clearer communication of our companies maintain to all material
expectations. These efforts were led by information so as to deter insider trading.
In the area of capital-raising, alternatives, Mr Tan Boon Gin, our Chief Regulatory We also published 7 Regulators Columns
such as private equity, for companies and Officer who was appointed in June 2015. to set out, for example, our expectations
issuers have grown worldwide. To of companies facing short-seller attacks
compete effectively and address the Given that how SGX regulates companies or sudden adverse financial changes.
decrease in the number of listings, we has great bearing on investors trust, the
have reinforced our listings proposition industry and SGX are together stepping
to broaden beyond Singapores up to improve on this front. Reputable Looking Ahead
established sector strengths in REITs and industry professionals make up our
business trusts, to promote fast growing independent Listings Advisory At the time of this writing, we have
industries such as Healthcare and Committee, which considers certain announced a specific offer to acquire the
Technology. listing applications that are novel or of London-headquartered Baltic Exchange.
public interest. The Association of Banks Notwithstanding Britains pending exit
Engagement with stakeholders is always in Singapore enhanced its Listings Due from the European Union, we believe this
a priority for SGX. We reached out to Diligence Guidelines with input from the potential acquisition will bring synergies
over 60 institutional investment firms industry and SGX. from the worlds two most important
and fund managers during the course maritime business hubs and further
of the year and trained in excess of 1,300 Following the introduction of a minimum international commodity trade.
trading representatives. More than trading price of S$0.20 for shares of
Mainboard companies and taking market Subsequent to the financial year ended
feedback into consideration, we 30 June 2016, SGX experienced a
enhanced the calculation methodology technology-related service disruption to
Given that how SGX and gave companies affected by market the securities market on 14 July 2016.
regulates companies has volatility an extension of time to comply SGX takes this incident seriously. We
great bearing on investors with our minimum trading price rules. have identified the root causes and are
Our Trade with Caution alerts are now taking corrective actions accordingly.
trust, the industry and more specific on information that will be
SGX are together stepping meaningful and useful to investors. We In the coming year, we will work on
up to improve on this published a new Report on Long- establishing a subsidiary company with
front. Reputable industry Suspended Companies to highlight its own Board of Directors, separate
professionals make up efforts in helping companies resume from and independent of SGXs Board,
our independent Listings share trading, or to obtain an exit offer with the objective of making more
for shareholders. Our inaugural Review explicit the segregation of regulatory
Advisory Committee, which of Mainboard Companies Code of functions from commercial and operating
considers certain listing Corporate Governance Disclosures rated activities. We will continue to do all we
applications that are novel the disclosures by listed companies as can within the SRO framework to
or of public interest. good overall but with room for address potential conflicts between
Letter from the Chairman and the CEO Annual Report 2016 11
Performance Overview
commercial objectives and regulatory Chairman from 2007 to 2013.
Group Overview
responsibilities. SGX has gained from his conscientious
stewardship, insightful ideas and
Message from
Economic and political uncertainties guidance. We thank Mr Lee for his the Chairman
have brought about volatile market valuable contribution and wish him
conditions that now seem to be the the best.
new normal. While we keep an eye on At the coming AGM, I will retire
the opportunities and challenges that under Article 99, and will not be
this volatility brings, we will stay the Acknowledgments standing for re-election.
course in executing our strategy and
delivering returns. We thank our clients, members, I have been on the Board for
Governance
at 28 cents per share. The Directors have elected
Chairman Mr Kwa Chong Seng to be your
The Board considersthis appropriate, new Chairman. He has been on the
given that profits are at the same level as Board since 2012 and is the Lead
in the preceding year, and the economic Loh Boon Chye Independent Director as well as
uncertainties ahead. Chief Executive Officer Chairman of both the Nominating
& Governance Committee and
the Remuneration & Staff
Board Renewal Development Committee.
Mr Kwa's capabilities, experience
We welcomed Mrs Chng Sok Hui to the and accomplishments in industry,
Board last December. She is the Chief business and public service are Financials
Financial Officer of Singapores largest well known and highly regarded.
bank, a position she has held since 2008, SGX will definitely be well steered.
and brings expertise and experience that
are relevant and beneficial to SGX. She The exchange is an important and
will be standing for election at the sensitive component of Singapore's
coming AGM. financial system. It has been an
honour to be of service and I am
On the other hand, we will be bidding thankful for the support and
farewell to Mr Lee Hsien Yang, who is cooperation of my fellow Board
Others
retiring under Article 99 at the same members and all the people, inside
AGM and will not be standing for and outside the organisation,
re-election. Mr Lee was elected to the whom I have worked with. I trust
Board in 2004, and in his twelve years as that Mr Kwa will enjoy the same.
a Director he has served at various times
as a member of the Nominating
Committee and the Remuneration Chew Choon Seng
Committee, as well as the Audit
Committee, of which he was the
12 Singapore Exchange
Board
of Directors
Performance Overview
Mr Thaddeus Beczak Ms Chew Gek Khim
Group Overview
Non-Executive and Non-Executive and
Independent Director Independent Director
Governance
Present Directorship other than SGX (as at 30 June 2016) ARA Asset Management Limited
Listed company (Non-Executive Deputy Chairman)
Pacific Online Limited ARA Trust Management (Suntec) Limited
Phoenix Satellite Television Holdings Limited (Non-Executive Chairman)
China Minsheng Financial Holding Corporation Limited Malaysia Smelting Corporation Berhad (Non-Independent and
Non-Executive Chairman)
Others (Non-Listed company) The Straits Trading Company Limited (Executive Chairman)
Arnhold (B.V.I.) Limited
Chumleigh Limited1 Others (Non-Listed company)
Derbyshire Limited Cairnhill Rock Pte. Ltd.
Goldic Limited1 Morriston Pte. Ltd
Jade China International Limited1 Nexford Holdings Pte. Ltd.
Old Peak Investments Limited Straits Real Estate Pte. Ltd.
Value Scale Investments Limited1 Tan Chin Tuan Pte. Ltd2 (Deputy Executive Chairman)
White Tiger Group Limited1 Tecity Pte Ltd3 (Executive Chairman)
Major Appointment (other than Directorship) Major Appointment (other than Directorship) Financials
Georgetown University School of Foreign Service (Board of Advisors) RSIS Board of Governors (Member)
Hong Kong University of Science and Technology (Adjunct Securities Industry Council (Member)
Professor, MBA degree programme) SSO Council (Member)
Huaxing Capital Partners (Investment Committee Member) The Tan Chin Tuan Foundation (Deputy Executive Chairman)
International Advisory Committee of the China Securities The Tan Sri Tan Foundation (Chairman)
Regulatory Commission (Member)
Past Directorship other than SGX held over the preceding
Past Directorship other than SGX held over the preceding three years (from 30 June 2013 to 29 June 2016)
three years (from 30 June 2013 to 29 June 2016) CapitalRetail China Trust Management Limited
ACR Capital Holdings Pte Limited (Non-Executive Chairman) Singapore Totalisator Board
Advanced Semiconductor Manufacturing Corp Limited Swiftflash Assets Limited
Arnhold Holdings Limited
Artisan Du Luxe Holding Limited (Non-Executive Chairman)
Others
Board of
Directors
Performance Overview
Mr Kevin Kwok Mr Lee Hsien Yang
Group Overview
Non-Executive and Non-Executive and
Independent Director Non-Independent
Director
Governance
FCA Fellow, Institute of Singapore Chartered Accountants Rolls-Royce Holdings PLC
FSID Fellow, Singapore Institute of Directors
Others (Non-Listed company)
Present Directorship other than SGX (as at 30 June 2016) 38 Oxley Road Pte Ltd
Listed company Caldecott Inc.
Mapletree Greater China Commercial Trust Management Ltd Civil Aviation Authority of Singapore (Chairman)
Wheelock Properties (Singapore) Limited Cluny Lodge Pte Ltd
General Atlantic Singapore Fund FII Pte. Ltd.
Others (Non-Listed company) General Atlantic Singapore Fund Pte. Ltd. (Chairman)
Keppel Offshore & Marine Ltd Governing Board of Lee Kuan Yew School of Public Policy
Singapore Institute of Directors The Islamic Bank of Asia Limited (Chairman)
GA Robusta F&B Company Pte. Ltd.
Major Appointment (other than Directorship) GA Robusta F&B Holding Pte. Ltd.
Accounting Standards Council (Chairman)
Singapore Institute of Directors (Governing Council Member) Major Appointment (other than Directorship)
Financials
Capital International Inc. Advisory Board (Consultant)
Past Directorship other than SGX held over the preceding General Atlantic (Special Advisor)
three years (from 30 June 2013 to 29 June 2016) INSEAD South East Asia Council (President)
NTUC ElderCare Co-Operative Limited Lee Kuan Yew School of Public Policy (Member,
NTUC Income Insurance Co-Operative Limited Board of Governors)
Past Directorship other than SGX held over the preceding
three years (from 30 June 2013 to 29 June 2016)
Nil
Others
16 Singapore Exchange
Board of
Directors
Performance Overview
Mr Ng Kok Song
Group Overview
Non-Executive and
Independent Director
Governance
Nil
Executive
Management
Committee
Performance Overview
Mr Loh Boon Chye Committee of the Singapore Investment in Citigroups international and regional
Group Overview
Chief Executive Officer Banking Association since 2000. Mr Loh is offices, working in Operations,
also a council member and Distinguished Technology and Transaction Banking.
Mr Loh Boon Chye was appointed Fellow at the Institute of Banking &
Chief Executive Officer of Singapore Finance Singapore, and was Chairman of Mr Ramaswami serves on the board
Exchange (SGX) effective 14 July 2015. He the Singapore Foreign Exchange Market of the Infocomm Development Authority
is also an Executive and Non-Independent Committee. He was awarded for of Singapore and is Chairman of its Audit
Director on the SGX Board. Outstanding Contribution to Financial Committee. He is also on the boards
Markets in Asia in the Euromoney Awards of the Energy Market Company (EMC),
With a career in the financial industry for Excellence in 2010. a wholly-owned subsidiary of SGX as
that spans 26 years, Mr Loh was most well as the operator of Singapore's
Governance
of Singapore in 1989. He joined the Ramaswami (Ramu) is responsible Institute of Management, Ahmedabad.
Singapore branch of Morgan Guaranty for various operational aspects of SGX.
Trust Co. of New York in 1992, managing He directly oversees SGXs Membership &
its Southeast Asia fixed-income and International Coverage, Market Data & Mr Chng Lay Chew
derivatives business. Connectivity and the Operations & Chief Financial Officer
Technology functions. These units
From 1995 to 2012, he was with support both the Derivatives and the Mr Chng Lay Chew is Chief Financial
Deutsche Bank AG, where he held Equities & Fixed Income businesses and Officer of SGX where he oversees
various leadership roles including provide exchange-wide support on Finance, Treasury, and Investor Relations.
Head of Corporate & Investment Technology services. Immediately prior to In his role, he also manages the Facilities
Banking for Asia Pacific, Head of Global this, he oversaw all the product groups Management unit.
Markets for Asia, and Chief Executive covering Securities, Fixed Income, Financials
of Global Markets at Deutsche Bank AG Derivatives and Market Data & Access. Mr Chng has more than 30 years
in Singapore. of experience in accounting and
Mr Ramaswami joined SGX as Senior financial management, including
Over the years, Mr Loh has played Executive Vice President and Chief leadership positions in leading local and
a key role in the development of the Operations Officer on 1 July 2007, and international banks. In his previous role,
capital markets in Southeast Asia, was appointed Co-President in July 2010 he was responsible for the finance
having held a number of senior advisory and President in May 2012. functions of DBS Groups operations in
positions. Apart from his directorship all countries outside Singapore. He was
on the SGX Board from October 2003 Prior to SGX, Mr Ramaswami worked also previously CFO of the banks
Others
to September 2012, he has also been with Citigroup from 1996 to 2007 and Greater China business, supporting the
a Director on the Board of GIC Pte Ltd was based in various locations including integration and growth of its Hong Kong
since November 2012. Mumbai, Singapore, Hong Kong, London operations and the expansion into China.
and New York. He was most recently His earlier roles include senior finance
He has served as Chairman of the Capital Chief Information Officer with the positions in JP Morgans Singapore,
Markets Working Group since 1998, International Consumer Business of Tokyo and New York offices.
Deputy President of ACI Singapore, the Citigroups Global Consumer Bank, based
financial markets association, since 1999 in New York and over the years, held Mr Chng serves on the board of EMC and
and Chairman of the Debt Capital Markets progressively senior executive positions is also a board member of the Singapore
20 Singapore Exchange
Executive
Management
Committee
Accountancy Commission, which Mr Tan Boon Gin Mr Chew joined SGX in June 2007
oversees the development of the Chief Regulatory Officer and was appointed to the Executive
countrys accountancy sector, and a Management Committee in May 2008.
director of the Philippine Dealing System Mr Tan Boon Gin joined SGX as Chief He is also Chairman of SGXs Bull Charge
Holdings Corp, a private corporation that Regulatory Officer on 15 June 2015. CSR initiatives.
provides financial market infrastructure He heads the Regulation unit that
services in the Philippines. performs various regulatory functions Prior to SGX, he was previously Group
to promote a fair, orderly and Head, Investment & Treasury Products
Mr Chng is a member of the transparent market. at Standard Chartered Bank, where
New Zealand Institute of Chartered he was responsible for the strategy
Accountants and the Institute Before joining SGX, Mr Tan was the and development of the banks existing
of Singapore Chartered Accountants. Director of the Commercial Affairs geographic franchises as well as new
He holds a Bachelor of Commerce and Department of the Singapore Police ventures for Global Wealth
Administration degree from New Force. Prior to this, Mr Tan held several Management.
Zealands Victoria University. appointments at the Monetary
Authority of Singapore (MAS) including Before Standard Chartered Bank,
Director of the Enforcement Division, Mr Chew was with OCBC Securities,
Ms Agnes Koh Director of the Corporate Finance where he headed the development
Chief Risk Officer Division and Executive Director of the of non-traditional investment products
Investment Intermediaries Department. and services for its customers. He began
Ms Agnes Koh was appointed Mr Tan was seconded to MAS after his career with DBS Bank in the Custody
Chief Risk Officer of SGX from January serving as a District Judge at function, and held varying portfolios
2014. She is responsible for championing Singapores Subordinate Courts. in strategic planning and business
and leading enterprise risk management development for institutional banking,
activities across the organisation, Mr Tans earlier roles include serving as well as private clients.
formulating the risk framework and as a Justices Law Clerk at Singapores
assessments for new products and Supreme Court and a Deputy Public Outside of SGX, he is a Fellow of the
business strategies, and managing the Prosecutor at the Attorney-Generals Institute of Banking and Finance
clearing risk of SGXs securities and Chamber, where he specialised in Singapore (IBF) and Chairman of IBFs
derivatives clearing houses. Since corruption and white-collar crime, Committee for CF Securities & futures.
September 2015, Ms Koh oversees the before leaving to practise at Messrs He sits on the Presidents Advancement
business continuity management of SGX. Sullivan & Cromwell in New York. Advisory Council at the National
University of Singapore and serves as
Ms Koh joined SGX on 1 December 2005 Mr Tan is an advocate and solicitor and industry advisor for the Government
as Vice President in Risk Management holds degrees from the University of Parliamentary Committee for Finance,
and has worked through various roles Cambridge and Harvard Law School. Trade & Industry. In addition, he is Vice
within risk management in her 10 years Mr Tan was also awarded the Public Chairman of Kaki Bukit Citizens
with SGX. Prior to joining SGX, she had Administration (Silver) Medal in 2010. Consultative Committee and is a Director
more than 11 years of experience in of Caregivers Alliance Limited.
managing the foreign reserves of the
Monetary Authority of Singapore and Mr Chew Sutat Mr Chew graduated with a Bachelor
was also an auditor with a public Executive Vice President of Arts (1st Class Honours) degree in
accountancy firm. Ms Koh is a Chartered Philosophy Politics & Economics (PPE)
Accountant and a Member of the Mr Chew Sutat is Head of Equities & from Oxford University, Keble College
Institute of Singapore Chartered Fixed Income, where he is responsible in 1996. He also holds a Master of Arts
Accountants. She holds a Bachelor for the equities and fixed income listing, degree from Oxford.
of Accountancy (Hons) from National trading and post-trade businesses and
University of Singapore. securities product sales for SGX globally.
Executive Management Committee Annual Report 2016 21
Performance Overview
Mr Arulraj Devadoss Mr Syn joined SGX on 1 March 2011 with
Group Overview
Executive Vice President a background in investment banking and
investment management, having worked
Mr Arulraj Devadoss joined SGX on in both London and Singapore. Prior to
1 December 2011 as Head of Human SGX, he was Chief Operating Officer of
Resources and was appointed to the DBS Asset Management, a subsidiary
Executive Management Committee in of DBS Bank.
May 2012.
Mr Syn serves on the boards
Mr Devadoss is an industry veteran with of EMC, Singapore Commodities
more than 26 years in human resources Exchange and AG Delta. He also serves
Governance
Mr Devadoss graduated with
a Bachelor of Arts Degree in Economics
from University of Madras, India in 1982.
He also holds a Honours Diploma in
Personnel Management and Industrial
Relations from Xavier Labour Relations
Institute, Jamshedpur.
Mr Michael Syn
Executive Vice President Financials
Organisation
CEO
Loh Boon Chye
762 7 years
Number of Average
Employees1 Length of
Service
89% 29hrs
Employee Average
Retention2 Training Hours
Per Employee
1 Permanent headcount including EMC but excluding staff on No Pay leave
2 Attrition rate of 11%
Organisation Annual Report 2016 23
Performance Overview
Group Overview
Value Creation & Sustainability
Human Legal, Marketing & Risk Regulation Internal
Resources Compliance Communications Management Audit
& Corporate
Secretariat
Arulraj Glenn Seah Teo Ai June Agnes Koh Tan Boon Gin Sunil Kumar
Devadoss
Governance
Financials
2
48% 52%
Male Female
3
Others
5
Age Diversity
6
Male Female
7 Below 30 14%
Note: 1 to 9 are job grades
8 (where 1 is most senior): a
9
band on the right indicates 30 50 75%
males are paid higher, while
Value This is our second Integrated Report which describes how Singapore
Exchange (SGX) maintains a sustainable business and generates
Creation long-term value. The report covers how we create value through our
business model using four forms of capital. The material factors that
influence our business are described together with our priorities, the
risks that we face and how we manage them. We have also included
a section that summarises our approach towards Sustainability and
our progress to date, with a focus on SGX's material Environmental,
Social and Governance matters.
SGX is a diversified exchange group that
runs key financial market infrastructures. Forms of Capital
We operate the Singapore securities
market, a platform for listed companies Our ability to create shareholder value is highly dependent upon the efficient
to gain access to capital and for investors allocation and effective deployment of our financial, human, intellectual and
to participate in Asias economic growth. social capital.
We also operate a pan-Asian derivatives
exchange. Through our innovative
derivative products covering Asian equity 4 Forms of Capitals:
1 2
indices, commodities and currencies, we
offer global market participants a single
point of access into Asian markets. Our Financial Capital Human Capital
market infrastructures facilitate efficient
3 4
capital allocation and price formation for
exchange-listed financial instruments.
We ensure that our clearing houses
Intellectual Capital Social Capital
and depository are well-capitalised and
meet the highest regulatory standards.
Domestic and global investors are able to
use our products for wealth management
and capital formation, and to manage
their risks in a safe and trustworthy
environment.
Intellectual Capital
3.
Our knowledge-based intangible assets and software, proprietary rights to
our market data, as well as our brand and institutionalised knowledge base, in
the form of policies, procedures and processes.
Social Capital
4.
Our collaborative relationships with various stakeholders, including but not
limited to our regulators, market participants and the communities in which we
operate; we also leverage our position as the leading exchange in Singapore,
the only Asian economy rated AAA by all three major credit rating agencies.
Value Creation Annual Report 2016 25
Performance Overview
Business Model What We Deliver
Group Overview
Contribution to total revenue:
Issuer
Services
Market
Data and
Connectivity Shareholder Return
Post Trade
Services
Governance
Our Businesses Creating Sustainable and Long-Term Value
Derivatives
We operate a pan-Asian derivatives market offering
Others
1 Talent
2 Changes in
Global Regulatory
Landscapes
3 Global
Macroeconomic
Conditions
The exchange sector is a specialised industry Exchanges and financial institutions globally In the near to medium term, the single
relative to other financial services. Our have been subjected to increasing levels of most critical factor influencing our
business model and value creation process regulation since the global financial crisis business performance is volatility in the
require talent and expertise that are not of 2008. While stronger regulations will Asian financial markets, which is in turn
readily transferable from the wider financial ultimately result in a more sustainable particularly susceptible to volatility in
services industry. Our continued success is global financial system, increased regulatory the global economy. In the long term, the
largely dependent on our ability to attract, requirements may lead to higher costs of outlook for our businesses will largely be
develop, retain and engage high-calibre business and impact the pace of industry determined by structural changes to the
talent. With Board-level guidance provided development in the near term. Our global economy.
by the Remuneration & Staff Development continued ability to maintain the highest
Committee (RSDC), we constantly invest in global regulatory standards, both in the The performances of our Equities and
the recruitment and development of staff immediate future and over the long term, is a Derivatives markets are driven primarily
required to create innovative products and competitive advantage that will enable us to by the magnitude and frequency of
provide premier services to our clients. achieve our growth objectives. fluctuations in the prices of stocks and
We invest in our people throughout their other asset classes. Higher market
careers, and seek to provide diverse International regulatory bodies have volatility often leads to increased demand
opportunities for development, as well as introduced many regulations after the for trading and hedging, and may create
competitive compensation and benefits. 2008 crisis. An important cornerstone is additional opportunities for arbitrage and
to incentivise trading on exchanges and speculation. Conversely, sustained periods
Our talent strategy seeks to ensure that clearing by central counterparties (CCPs) of low volatility, especially in bearish
we maintain a diverse and highly skilled while imposing higher capital requirements conditions, may result in lower levels
workforce over the long term. We on non-centrally cleared contracts. In the of market activity.
recognise that SGX must be at the forefront near term, SGX is well placed to navigate
of responsible employment practices and these new regulatory trends, being one of This past year, our businesses were
position SGX as an employer of choice to the first exchanges globally to adopt the significantly influenced by the manner
continually attract talent. This is critical to Principles for Financial Market Infrastructure in which market participants adjusted
sustain a best-in-class talent base over the introduced by CPSS-IOSCO. We are also to changes in benchmark interest rates,
long-term future. certified as a Qualifying Counterparty under slower growth in the global economy and
the Basel III framework. volatile commodity prices.
We have in place policies and practices
to make SGX an attractive place for our New global regulations affecting SGX will The volatility in the Asian equity and
employees to contribute to our value continue to be phased in over the coming commodity markets has highlighted
creation process. Please read more few years. These will include margining on Singapores role as a multi-market
about our talent management and other un-cleared derivatives, the supplemental jurisdiction and SGX as an offshore hub
diversity efforts in our Sustainability leverage ratio for financial institutions, and for risk management in Asia. At a time
Report from pages 40 to 42. the fundamental review of the trading book when some onshore markets experienced
by Bank for International Settlements. While uncertainty and trading restrictions, SGX
the ultimate goal of the regulators is the was able to provide a reliable alternate
establishment of sustainable and stable venue for market participants.
markets, the pace of introduction of the many
new and previously untested regulations
may cause unintended consequences in the
markets in the near term.
Performance Overview
4 Competition
5 Technology
Group Overview
SGX faces competition in both our Equities and Derivatives markets Technology is both a key enabler as well as a potential source of
from regional and global exchanges. Increased competition may significant disruption to our business model in the long run. We rely
lead to either lower volumes or lower margins, both of which will on technology across all aspects of our business and operations,
negatively impact our business performance. In the near to medium including our regulatory and risk management functions. We focus
term, we remain confident that we can compete favourably against on enhancing operational resilience, while simultaneously seeking
existing and potential competitors, on the strength of our unique to future-proof our core technology and infrastructure for the
value proposition as the only exchange offering single point access long term by making appropriate investments. Our approach in
into key Asian markets. Our well-capitalised clearing houses meet continually investing to refresh and upgrade technology is crucial
SGXs competitive advantage is reflected in our recent success As a critical infrastructure provider of the Singapore financial
with offshore derivatives such as the SGX FTSE China A50 index system, we contribute to the industry development of security
futures and the SGX Nifty 50 index futures and options. Through standards and practices to address global cyber security risks. We
Singapores geographical proximity to major Asian economies, and are also progressively investing in new technology capabilities to
our first mover advantage offering international investors access improve our ability to anticipate, assess and manage these risks as
into derivatives of key Asian equity indices, SGX is well positioned they evolve over time.
to benefit from the substantial volume of spillover trading from
onshore Asian trading venues. The near to medium term trend is for exchanges to become
Governance
integrated platforms where a broad range of products are easily
MSCI postponed the inclusion of Chinese shares into its index in listed and traded, including products traditionally traded over the
2016. Future inclusion could potentially open up the large Chinese counter. Similarly, a clearing house clears various asset classes
market to the global fund management industry. Western exchanges and offers efficient margin usage. SGX is progressing along this
are gearing up to provide offshore services to the Chinese market. trajectory, supported by innovations in trading platforms and
In response to this increasing competition, we will launch products connectivity, as well as our progressive move towards standards-
strategically to widen our Asian product suite and create synergies based application programming interfaces (API). An open-API can
across different asset classes such as equities, foreign exchange and be a differentiating opportunity for SGX to provide access and
interest rates derivatives. capability to a larger addressable market but can also lead to the risk
of lowering the bar for customers to switch to a competitor.
The landscape for global exchanges is evolving rapidly. In recent
Financials
years, we have seen exchanges expanding into adjacent businesses The development of disruptive technologies such as Blockchain or,
such as indices and electronic trading platforms, as well as scaling more generally, distributed ledgers, could change the landscape
up through mergers and acquisitions. These two trends will of our industry over time. As a result, we actively monitor and
impact our strategic positioning over the long term. The rise of participate in the development of such technologies as we explore
large international exchange groups will widen the gap in market innovative business opportunities.
share between these global players and national exchanges. In
response, SGX is exploring inorganic opportunities, partnerships
and joint ventures that would offer synergies, especially in product
development and internationalising our distribution. For example,
our recent bid for the Baltic Exchange will enable us to achieve
a vertical integration of the entire value chain, from provision
Others
1. 2. 3.
Continue to Diversify business mix Maintain
improve liquidity of across geography and cost discipline
Securities market asset classes
d. Strengthen SGX
market presence
Build stronger links with
Singapore wealth and asset
management industries
Participate in industry
dialogues on distributed
ledgers/Blockchain and
conduct selective pilots
Priorities Annual Report 2016 29
Performance Overview
1. Equities and Fixed Income
Issuer Services Securities Trading and Clearing Post Trade Services
In FY2017, we will continue to build on Our primary focus will be the The ongoing development of the New
our strengths in established industries continuation of efforts to improve the Post Trade System (NPTS), in close
in Singapore, and target new growth quality and tradability of the market engagement with the industry and
sectors by attracting more regional which have started to deliver results. regulators, will remain our main focus in
and international companies to raise We look to expand our pool of market the coming financial year. With the start
capital on our Equities and Fixed makers and liquidity providers to of the new financial year, a significant
Group Overview
Income platforms. We remain increase participation and widen stocks milestone has been achieved. Brokers
committed to supporting local small covered. Through active engagement of will be able to connect directly to the
and medium enterprises in their fund our members and other market SGX Post Trade environment using their
raising efforts by expanding our participants, we continue to seek own back office systems, thereby
collaborations with Government feedback in our ongoing efforts to achieving increased operational
agencies and private platforms. We will create a vibrant and robust market. SGX efficiency and flexibility to offer
also actively support listed companies will also continue to educate and grow differentiated services to their
in their governance and communication the retail investor base. In the coming customers. In addition, both CDP and
with investors and shareholders with financial year, we will step up efforts to the brokers will be able to offer
our range of services and corporate attract more overseas institutions to electronic contracts and account
Governance
2. Derivatives
Our overarching focus will continue to be on the development of a pan-Asian suite of products and services covering all major
Asian economies. We will continue our efforts to pivot from a product-centric development strategy to one centred on platform
and distribution. Tactically, we will focus on three key areas:
1. Deliver the next-generation SGX 2. Increase global distribution for 3. Continue incubation of Asian
TITAN platform for derivatives SGXs unique offering of pan-Asian market opportunities for the future:
trading, clearing and collateral liquidity on a world-class exchange, Singapore-hubbed power and gas
management, with the objective to especially benchmark China and derivatives, RMB clearing services
provide comprehensive self-help India equity futures, rapidly anchored on our China currency Financials
technology for the increasingly growing Asian currency futures and futures and ASEAN futures.
international profile of our Singapore-hubbed seaborne
Derivatives market participants; our commodities.
new platform will enhance
efficiency in straight-through
processing as well as round-the-
clock reconciliations and risk control.
Others
Risk
Management
Exchange Clearing
House
SGX
Central
Depository
Performance Overview
Types of risks What are we doing about it?
Group Overview
1. Risks arising from default of a participant SGX has established layers of defences to safeguard its
Credit Risks SGX is a financial infrastructure that operates clearing house against members credit risk.
a business model different from most financial
institutions. As an exchange, SGX matches buyers Good quality members are screened at admission and
with sellers. As a clearing house, SGX eliminates reviewed regularly as part of ongoing supervision. The
counterparty risk by serving as the central collection of margins for trades done and active monitoring of
counterparty in every trade SGX acts as a buyer members positions ensure that risk does not concentrate on
to every seller and a seller to every buyer. In so any particular member without appropriate mitigation actions
doing, SGX plays the vital role as the risk by SGX. Our risk control is performed to the highest standards
Governance
scenario, our clearing house will need to manage Singapore marketplace and as a result contributes at least 25%
and close-out the open positions of the defaulted of the default fund using its own capital, one of the highest
firm. SGX and other members may need to absorb commitment levels among global clearing houses. Our default
the losses from the resulting market risk. fund is strong enough to withstand multiple member defaults.
2. Risks arising from default of a participant SGX sets aside resources to cover liquidity risks. To provide
Liquidity In the rare event of a member default, SGX may sufficient headroom, we perform a liquidity stress test which
Risks have a need for liquidity in honouring payment simulates a variety of hypothetical default scenarios under
obligations to other members. This is because it severe stress conditions involving members and commercial Financials
will no longer receive payments from the banks. This practice ensures that even under such extreme but
defaulted member. plausible scenarios, SGX will have sufficient cash resources and
credit lines.
In addition, in facilitating day-to-day settlement
of payments and safekeeping of customer SGX actively manages counterparty risk exposure to
monies, the clearing house uses commercial commercial banks by admitting only financially strong banks
banks. A counterparty default of such a and monitoring their credit quality. Concentration limits apply
commercial bank, though highly unlikely, to our exposures to each bank, while standby liquidity lines
will expose SGX to liquidity risks. from other financial institutions are in place.
Others
Risk
Management
3. No direct market risk Under our investment framework, our monies are prudently
Market As a financial infrastructure, SGX observes placed as term deposits across multiple commercial banks in
Risks strict regulatory requirements in managing its Singapore. This ensures SGXs resources are liquid and of the
resources and maintaining capital adequacy. highest quality.
The company maintains a strong balance sheet
and currently does not access the debt market to
raise capital for its business activities. Our assets
are primarily cash resources and not investments
in risky securities. Hence, SGX is not directly
affected by market risk except in the rare event
of a member default, as explained above.
4. Operational resilience is paramount to our Our systems are constantly monitored, and required to meet
Operational business success specic performance criteria such as predictable response times
Risks SGX is a financial infrastructure that is heavily for critical business transactions, latency, capacity and
dependent on technology. We are committed to expected current, future and peak load. SGX technology and
our trading, clearing and depository systems operations personnel work from two locations supported by
adhering to a high standard in terms of latency, dual data centres. The backup systems are designed to be
volume capacity and service availability. Any running all the time in active or fault tolerant conditions and have
service interruptions could lead to reputational recovery time objectives in line with PFMI-IOSCO standards.
risk and potential loss of revenue.
SGX has a thorough process for self-assessment of our
Operational resilience also extends to our human capabilities, using both past experiences and the experiences
resources. SGX needs to protect its staff from a of our global peers to drive continuous improvements that will
wide range of threats to ensure market provide greater operational resiliency and preparedness for
continuity in the event of civil crises such as business continuity.
terrorism or pandemic.
We continually assess potential scenarios and threats that
could disrupt the exchange and clearing house, and perform
business contingency drills regularly to ensure that staff
respond effectively and SGX services are recovered and
validated in the fastest possible time to minimise the impact
on market users.
Increasing threat of cyber-attacks SGX has invested in new capabilities to defend against
The Singapore financial centre has become a cyber-attacks and has also increased staff training and
target for increasing cyber-attacks. Similar to awareness of cyber-crime. This ensures that our people and
other financial institutions, we have experienced a systems are always on alert and able to respond to cyber
rise in such activities compared to previous years. threats. We will continue to proactively identify areas of
We have been vigilant in monitoring cyber threats improvement in our defences to address the emerging and
and improving our defences. evolving cyber security risks.
Risk Management Annual Report 2016 33
Performance Overview
Types of risks What are we doing about it?
Group Overview
5. Risk of not maintaining the highest regulatory SGX strives for the highest regulatory standards in the
Regulatory standards oversight of listed companies and member firms with zero
Risks & As a regulator of the Singapore marketplace and tolerance towards events that could impact the operation
Reputation public companies, SGX has to maintain the highest of a fair, orderly, transparent and efficient marketplace.
reputation for supervision and for adherence to
Risks
regulation. A loss in confidence in the quality of Our market surveillance system detects trading
our marketplace could have serious impact on irregularities. Where appropriate, SGX issues public alerts
SGXs competitiveness. to investors. Our admission and continuous listing
requirements are constantly reviewed to address new risks
Governance
and actions. Market participants are similarly subject to high
levels of transparency. This promotes a well-educated and
informed market.
Financials
Others
34 Singapore Exchange
Sustainability
Sustainability has become a critical success factor for This report summarises our approach
companies to ensure long-term value creation, and there has towards sustainability and our progress
been a growing demand among investors for enhanced
transparency on listed companies Environmental, Social and
to date, with a focus on addressing SGXs
Governance (ESG) practices. In FY2016, SGX responded to this material Environmental, Social and
by announcing the Comply or Explain sustainability Governance (ESG) matters.
reporting rule and guide which seeks companies listed on the
SGX to issue a sustainability report from financial year 2017. Report Scope
In line with usual practice, SGX had conducted a public The report covers the performance of our consolidated entities
consultation to obtain the views of stakeholders prior to the from 1 July 2015 to 30 June 2016 (FY2016). We have included
final announcement of the rule. This was preceded by the the historical data for the previous two years of FY2014 and
launch of the SGX Sustainability Indices a suite of equity FY2015 for comparison, where available.
indices composed of SGX-listed stocks which are considered to
be clear frontrunners in ESG standards. Reliability and Methodology
We have produced our report in accordance to the
At SGX, management, with guidance from the Board, sets the internationally recognised GRI G4 guidelines Comprehensive.
tone for its sustainability efforts and identifies, manages and The Comprehensive option requires reporters to report fully
addresses ESG factors that are material to its business. Some against all recommended indicators for ESG factors identified as
highlights of the year included: being material. We have chosen the GRI G4 reporting guidelines
due to its robust guidance and longstanding universal
The formalisation of SGXs environmental policy application, which allows for comparability of our performance.
to focus efforts on managing the usage of energy and This report also takes into consideration the primary
other resources components of report content as set out by the SGXs
The formalisation of SGXs talent strategy to sustain Comply or Explain requirements for sustainability reporting.
SGXs competitive edge in attracting, retaining and
replenishing talent while ensuring diversity and inclusion Our data is reported in good faith and to the best of our
in the workplace knowledge. We continue to work on strengthening our data
Extended outreach of SGX Academy with the inaugural collection processes.
investment education symposium for teachers, with the
belief that the knowledge they acquire will be imparted to
future generations
Performance Overview
Our Esg Risks and Opportunities
Group Overview
Our enterprise risk management system includes the identification and assessment of ESG risks and opportunities. This is
supplemented by our stakeholder engagement and materiality assessment processes. Where we have assessed the impacts of our
ESG risks and opportunities to be substantial, we have addressed them, as charted below:
Governance
Risks
Sustainability
1
More information on the consultation paper can be found on
http://www.sgx.com/wps/wcm/connect/sgx_en/home/regulation_v2/consultations_and_publications/PC/Consultation-Paper-on-Sustainability-Reporting-Comply-or-Explain
Sustainability Annual Report 2016 37
Performance Overview
Participating in the Sustainability Dialogue
Group Overview
SGX regularly supports and contributes to the development of ESG practices in Singapore and worldwide. Besides playing a
critical role with our contributions to the Singapore Corporate Governance Framework, we have contributed to other similar
efforts that include:
1
Developed new listing rule and
sustainability indices
Require sustainability disclosure by
2
Participation and attendence in
committees and events
Participation in the Singapore
3
Hosting of ESG events
Governance
Summary of Stakeholder Interests
Interests raised by stakeholder Our response Read more in our:
The new sustainability reporting SGX plans to organise training for all listed companies to build Governance section of our Sustainability
rule would be a challenge for their reporting capability. Report: Targets and Performance
issuers to follow Scoreboard (page 39)
More time is needed to prepare SGX has agreed and announced an extension of reporting We will monitor the compliance by listed
Financials
a sustainability report for some timeline by giving listed companies up to 12 months from the end companies and report the progress in
issuers than the five months of the financial year to publish their first sustainability report. our Sustainability Report and Annual
proposed Report next year.
Others
38 Singapore Exchange
Sustainability
Our materiality definition is guided by the GRI reporting for SGX, with an additional non-material factor, energy,
framework, and is defined as reflecting the organisations selected for reporting. In particular, economic performance
significant economic, environmental and social impacts, and pertains to SGXs financial performance as a business.
substantively influencing the assessments and decisions of Socio-economic impacts refer to how SGX has affected the
stakeholders. At SGX, assessing materiality of ESG factors to economy and society through its role as a market operator and
our business and significant stakeholders is a continuous regulator. As a financial service organisation, our operations do
process. In FY2016, our Sustainability Committee updated our not have a significant energy footprint. However, the risks of
material ESG factors based on feedback garnered during our climate change to Singapore remain high, and we will continue
stakeholder engagement and internal reviews. A total of to report on our policies, practices and performance for
4 material ESG factors were identified to be most relevant managing our energy consumption.
2 The material ESG factors are not numbered according to order of importance.
Sustainability Annual Report 2016 39
Performance Overview
Governance
Group Overview
As Southeast Asias leading securities exchange, SGX plays a pivotal role in supporting regional economic growth. We therefore
create a transparent, fair, and sustainable marketplace to foster trust and confidence in our markets, by regulating and setting high
standards of corporate governance and business ethics for companies listed on our exchange. Most notably, the Singapore
Corporate Governance Framework has enabled Singapore to remain among the top 3 in corporate governance practices3. Further
information can be found in our Self-Regulatory Organisation Governance Report (pages 64 to 68).
At SGX, we lead by example, and are committed to ensuring adherence to the very same high standards of corporate governance
as we have mandated to our issuers. More details about SGXs corporate governance and Board can be found in the Corporate
Governance Report (pages 45 to 63).
Governance
Publish anti-bribery and anti-corruption Published on SGXs website4
policy online
Sustainability Committee copy of the Code of Dealing and the SRO Conflicts Handbook.
SGX is dedicated to our sustainability goals and we seek to The SGX Conduct and Ethics Policy forms the foundation for the
ensure that our policies are well charted and adhered to. Our conduct expected of each employee in dealings with all SGX
Sustainability Committee, supported by the Sustainability matters. It provides guidance on appropriate conduct for some
working groups, tracks and sets directions for our sustainability common ethical issues, such as conflicts of interest, zero Financials
journey. The Committee is chaired by the Chief Financial Officer tolerance on bribery and corruption, confidential information,
and supported by the Head of Investor Relations as the compliance, among others. We also educate our employees on
secretary. Members of the Committee include the Chief our whistle-blowing policy, which is publicly posted on our
Executive Officer, Chief Regulatory Officer, Chief Risk Officer, website5, and which facilitates the reporting of suspected and
Head of Human Resources and Head of Communications. actual cases of improper, unethical or fraudulent conduct.
The Committee meets quarterly to plan and review the progress In FY2016, no whistle-blowing reports concerning SGX were
of our sustainability efforts. Where necessary, discussions are received. However, 4 cases relating to companies listed on the
escalated to senior management. SGX were filed through our whistle-blowing channel. These
Others
Sustainability
People
Talent Management
The exchange sector is a specialised industry relative to other financial services. Our business model and value creation process
requires talents and expertise which are not readily transferable from the wider financial services industry. We seek to attract and
retain the best staff through our talent strategy, the key elements of which include the following:
Performance Overview
Diversity and Inclusion
Group Overview
SGX thrives on the diversity of our workforce. We work hard to discrimination policy6. As a result, we sustain our diverse mix of
ensure that all employees feel included regardless of their roles staff by gender, age and seniority. The new hires we welcomed
in SGX. We recognise that a diverse and inclusive workforce on board in FY20167 comprised an almost equal ratio of females
broadens our collective skills and perspectives as an and males, ranging across all age groups from below 30 to
organisation. This in turn drives growth and leverages SGXs above 50 years of age. The negligible gender pay gap, in
full potential. particular among our most senior positions, exemplifies gender
equality in our organisation.
In talent recruitment, we hire based on merit, and provide a
competitive and fair compensation and benefits package with In addition, we have had zero reported cases of grievances,
Governance
5
46 48 6
44
7
14 14 14 9
8 7 7
FY2014 FY2015 FY2016 FY2014 FY2015 FY2016 FY2014 FY2015 FY2016 15% 10% 5% 0% 5% 10% 15%
Male Female Over 50 Non-executive staff Male Female
Between 30 and 50 Executive staff Note: 1 to 9 are job grades (where 1 is most
Below 30 Management committee senior): a band on the right indicates males
are paid higher, while a band on the left
Financials
indicates females are paid higher.
New Hires by Gender New Hires by Age Voluntary Departure Voluntary Departure
(%) (%) by Gender by Age
(%) (%)
2
50 54 44 12 8 67 50 52 45 12 8 9
79 79 78
65 65
56 55
50 50 48
46
Others
31
23 23
13 13 13
FY2014 FY2015 FY2016 FY2014 FY2015 FY2016 FY2014 FY2015 FY2016 FY2014 FY2015 FY2016
Male Female Over 50 Male Female Over 50
Between 30 and 50 Between 30 and 50
Below 30 Below 30
6 Read more about how our Remuneration & Staff Development Committee determines the remuneration of our staff and the Board in our Corporate Governance Report (page 53).
7 Our rate of new hires was 17% in FY2016. This brings our total staff strength to 762, a 16% increase from FY2015. Apart from the new hires which were meant to support
business growth and strengthen operations, our FY2016 headcount also included our new subsidiary Energy Market Company (EMC), following the acquisition in FY2015.
42 Singapore Exchange
Sustainability
We focus on leadership renewal and development to shore up our current capabilities while
developing our bench strength for future needs. Every year as part of our future leadership
pipeline, we recruit new graduates into the Management Associate programme, where they
undergo two rigorous years of job rotations and career development. We specifically monitor
competency requirements for strategically critical roles, and maintain a line of sight for
high-potential internal candidates, proactively providing them with development opportunities FY2014 FY2015 FY2016
to raise their level of readiness.
8 Ministry of Manpower: Labour Market Statistical Information, based on an average monthly resignation rate of 1.9% in 2015.
9 A restatement has been made on the FY2015 average training hours per employee to better reflect the full year performance. The figure disclosed in prior year was based on an
annualisation of 11 months performance.
Sustainability Annual Report 2016 43
Performance Overview
Energy
Group Overview
SGX is committed to reducing its impacts on the environment. Singapore, a small island
Key Elements of
state, is particularly vulnerable to rising sea levels caused by global warming and
Our Environmental Policy
climate change. SGX is focused on minimising its energy footprint and related carbon
emissions while concurrently balancing our commercial needs. Managing our direct impacts
Minimise the use of electricity,
In FY2016, there was an overall increase by 12% in electrical consumption at our water and paper
offices10 due to the inclusion of our subsidiary Energy Market Company (EMC). Reduce environmental impact by
Excluding EMC, the electrical consumption at SGX offices remained largely unchanged reducing non-essential travel
from FY2015, despite a headcount increase. This led to a marginal decrease in energy Comply with all relevant
Governance
Raised the office temperature setting to reduce air-conditioning energy
consumption
Raised awareness among our employees on good environmental practices
We will continue to measure our progress against our targets, and drive improvements
for environmentally-friendly resource usage.
Financials
Others
10 We have excluded the energy consumption of our data centres as they are managed by third parties.
44 Singapore Exchange
Sustainability
2,803 2,706
0.2 2,631
1.8 1.8
1.7
Corporate
Performance Overview
Governance
Report
Group Overview
Singapore Exchange (SGX) is fully Exchanges, Approved Clearing Houses Self-Regulatory Organisation (SRO)
committed to upholding the highest and Approved Holding Companies) Governance Report, which sets out
standards of corporate governance, Regulations 2005 (SFR 2005). Unless SGXs corporate governance as a
business integrity and professionalism in otherwise stated, these practices were in self-regulatory organisation. Unless
all activities in the Group. This report sets place for the entire financial year. specified otherwise, references to
out SGXs key corporate governance independence of directors are as defined
practices with reference to the Code of Self-Regulatory under the SFR 2005.
Corporate Governance 2012 (CCG 2012), Organisation Governance
as well as the Securities and Futures This Corporate Governance Report is to
shareholders Regulators
board of directors
Governance
Committee Development
Auditors Committee Committee Committee
Committee
Executive management
committee
SGX
Financials
Highlights
Awards & Accolades Transparency Strong Risk Board Succession
Ranked 3 in Singapore for the ASEAN
rd
Daily updates on SGXs Management Planning
Corporate Governance Scorecard 2015. website of volumes and Board-endorsed risk Board renewal &
Ranked 2 for the Governance &
nd values of securities and appetite statement, refreshment:
Transparency Index 2015. derivatives traded or driving balanced Appointment of
cleared by SGX. approach to strategy Ms Lim Sok Hui
Others
Corporate
Governance
Report
Performance Overview
have in-depth discussions on SGXs strategic direction. The last A record of the Directors attendance at Board meetings during
Group Overview
annual off-site strategy meeting was held on 20 January 2016. the financial year ended 30 June 2016 is set out in the table below.
: By Invitation
Independent (I)/
Governance
1/1 7/7 4/4 2/2 4/4
Mr Kwa Chong Seng Lead NE Yes Yes Yes Yes Yes Lead
ID 1/1 ID 2/2 3/3
6/7
Mr Kevin Kwok I NE Yes Yes Yes Yes Yes
1/1 7/7 4/4 2/2 4/4
Mr Lee Hsien Yang NI NE No1 Yes Yes Yes Yes
1/1 5/7 3/4
Mr Liew Mun Leong I NE Yes Yes Yes Yes Yes
1/1 6/7 4/4 1/2 3/3
Ms Lim Sok Hui NI NE Yes No4 Yes No4 Yes Financials
(Mrs Chng Sok Hui) 4/4 2/2
Mr Ng Kok Song I NE Yes Yes Yes Yes Yes
1/1 7/7 1/2 3/3
Mr Quah Wee Ghee NI NE Yes No5 Yes No Yes
1/1 2/2 1/1
1 Messrs Chew Choon Seng and Lee Hsien Yang are deemed non-independent, solely on account of each having completed nine consecutive years of service, as at the dates
of their first appointments pursuant to the NGCs decision on Guideline 2.4 of the CCG 2012.
2 As CEO of SGX, Mr Loh Boon Chye is considered employed by SGX and deemed non-independent by virtue of Guideline 2.3(a) of the CCG 2012.
3 As CEO of SGX, Mr Loh Boon Chye is considered employed by SGX and deemed non-independent by virtue of Regulation 3(1)(a) of the SFR 2005.
4 As chief financial officer of DBS Bank Limited (DBS Ltd) and on account that DBS Ltd is a trading member of SGX-DC (OTCF) and DBS Vickers Securities (Singapore) Pte Ltd is
Others
a trading and clearing member of SGX-ST, CDP, SGX-DT and SGX-DC, Ms Lim Sok Hui is deemed non-independent by virtue of Regulation 3(3)(d) of the SFR 2005.
5 Mr Quah Wee Ghee was deemed non-independent by virtue of Regulation 3(3)(c)(ii) of the SFR 2005, due to his directorship held with OCBC Ltd, which is a related corporation
of an SGX member firm. Mr Quah stepped down from the Board at the last AGM held on 23 September 2015.
48 Singapore Exchange
Corporate
Governance
Report
Board Approval SGX conducts a comprehensive The directors also attend other
SGX has documented internal guidelines orientation programme to familiarise appropriate courses, conferences and
for matters that require Board approval. new directors with its business and seminars. These include programmes run
Matters which are specifically reserved governance practices. The orientation by the Singapore Institute of Directors,
for Board approval are: programmes are conducted by the CEO of which SGX is a corporate member.
matters involving a conflict of and senior management and provide
interest for a substantial shareholder directors an understanding of SGXs Directors can request for further
or a director; businesses, operations and regulatory information on any aspect of SGXs
material acquisition and disposal environment, to enable them to operations or business from
of assets; assimilate into their new roles. The management.
corporate or financial restructuring; programmes also allow the new director
share issuances, interim dividends to get acquainted with senior Board Composition and Guidance
and other returns to shareholders; management, thereby facilitating board Principle 2
matters which require Board interaction and independent access to
approval as specified under SGXs senior management. Board Independence
interested person transaction policy; The SFR 2005 provides that an
and The directors are provided with briefings independent director is one who is
any investments or expenditures and updates on an ongoing basis in areas independent from any management and
exceeding S$10 million in total. such as directors duties and business relationship with SGX and
responsibilities, corporate governance, independent from any substantial
For expenditures of S$10 million and changes in financial reporting standards shareholder of SGX. Under this definition,
below, SGX has internal guidelines which and issues which have a direct impact on more than half of the Board is considered
set out, the authorisation limits granted financial statements, so as to enable independent.
to management for approval of capital them to properly discharge their duties
and operating expenditures, specified and responsibilities as Board members or The Board, taking into account the views
financial transactions and Board committee members. The scope of of the NGC, the nature and scope of
supplementary budgets. such briefings and updates includes SGXs businesses and the number of
industry trends and developments, Board committees, considers that a
While matters relating to SGXs governance practices, and changes in board with a majority of members being
objectives, strategies and policies regulatory requirements pertaining to independent is necessary.
require the Boards direction and SGXs business.
approval, the Executive Management Over the course of the year, the NGC
Committee (EMCO) comprising senior Briefings and Updates Provided assessed the independence of Board
management is responsible for for Directors in FY2016 members in compliance with the
overseeing the management of the The external auditor, requirements of the SFR 2005 and took
SGX Group and implementing the PricewaterhouseCoopers LLP (PwC), into consideration the relevant guidelines
Board approved strategic policies. regularly briefs AC members on of the CCG 2012. With regard to Guideline
developments in accounting and 2.4 of the CCG 2012 which requires that
Board Orientation and Training governance standards. the independence of any director, who
A formal letter of appointment is provided The CEO updates the Board at each has served on the Board beyond nine
to every new director. The formal letter of meeting on business and strategic years from the date of first appointment
appointment indicates the time developments in the global exchange be subject to particularly rigorous
commitment required and the directors and clearing house industry. review, the NGC decided that any
role and responsibilities. The new director The Board and EMCO members were independent director upon completing
will also receive a manual containing Board briefed on the key trends pertaining nine consecutive years of service will
and SGX policies relating to the disclosure to cyber security. thereafter be deemed a non-independent
of interests in securities, disclosure of The Board and EMCO members met director, notwithstanding demonstrable
conflicts of interest in transactions in an annual off-site strategy meeting independence of management, or
involving SGX, restrictions on dealings in for in-depth discussion on the business relationships with SGX or any
SGXs securities and the disclosure of strategic issues and direction of SGX. substantial shareholder. The Board is in
price-sensitive information. accord with the NGCs decision.
Corporate Governance Report Annual Report 2016 49
Performance Overview
Consequently, Messrs Lee Hsien Yang Board Guidance is unable to attend a Board or Board
Group Overview
and Chew Choon Seng were deemed An effective and robust Board, whose committee meeting, the director may
non-independent, solely on account of members engage in open and nevertheless provide his/her comments
each of them having completed nine constructive debate and challenge to the Chairman or relevant Board
consecutive years of service from the management on its assumptions and committee Chairman separately.
dates of their first appointments. proposals, is fundamental to good
corporate governance. A Board should Meeting of Directors
Mr Lee, who has served for more than also aid in the development of strategic without Management
eleven years on the Board, is retiring at proposals and oversee effective Executive sessions are available for the
SGXs next AGM in September 2016. implementation by management to NEDs to meet without the presence of
achieve set objectives. management or executive directors at
Governance
industry knowledge, familiarity with receive periodic information papers and division of responsibilities, increased
regulatory requirements and knowledge board briefings on the latest market accountability and greater capacity
of risk management. The NGC also takes developments and trends, and key of the Board for independent decision-
into account gender diversity in relation business initiatives. Regular informal making. The Chairman and the CEO are
to the composition of the Board. Out of meetings are held for management to not related. The division of
11 directors, 3 are female. The Board, brief directors on prospective deals and responsibilities and functions between
taking into account the views of the NGC, potential developments in the early the two has been demarcated with the
considers that its directors possess the stages, before formal Board approval is concurrence of the Board.
necessary competencies and knowledge sought. Board papers are provided to
to lead and govern SGX effectively. directors not less than a week in advance The Chairman manages the business of
of the meeting to afford the directors the Board and monitors the translation
sufficient time to review the board of the Boards decisions and directions Financials
papers prior to the meeting. If a director into executive action. He approves the
agendas for the Board meetings and
Board Independence (as at 30 June 2016)
ensures sufficient allocation of time for
Non-indpendent thorough discussion of each agenda item.
executive Directors 1 A
risk He promotes an open environment for
Independent
Non-executive
management debate, and ensures that NEDs are able
FY2016 Directors 6 strategies
to speak freely and contribute
Non-independent effectively. He exercises control over the
Non-executive The four (4)
Directors 4 regular Board B quality and quantity of the information
Others
Corporate
Governance
Report
between shareholders, the Board Based on the NGCs assessment of the Nomination and Selection of Directors
and management. independence of each individual director SGX adopts a comprehensive and
and his or her relevant expertise, and detailed process in the selection of new
The CEO manages and develops the with the aim of ensuring compliance with directors. The NGC is responsible for
businesses of SGX and implements the the requirements of the CCG 2012 and identifying candidates and reviewing
Boards decisions. He chairs the EMCO, SFR 2005, the Board reviews, and all nominations for the appointment,
which comprises senior management reconstitutes as appropriate, the re-appointment or termination of
executives. EMCO meets weekly to membership of the Board committees. directors and Board committee
oversee the management of the SGX members, taking into account the
group and implement the Boards The Articles provide that at each AGM, Monetary Authority of Singapores
strategic policies. one-third of the directors, including the (MAS) fit and proper criteria for such
CEO who also serves on the Board (or, if appointments, the directors
Board interaction with, and independent their number is not a multiple of three, independence status, his or her
access to, senior management is the number nearest to but not less than participation and contributions during
encouraged. EMCO members are invited one-third) shall retire from office by and outside board meetings and other
to attend all Board meetings, and rotation. Effectively, this results in all relevant factors as may be determined
relevant Board committee meetings. directors having to retire at least once by the NGC. Where the need to appoint
every three years or even earlier. a new Director arises, the NGC will
Lead Independent Director Directors appointed by the Board during review the composition and range of
Mr Kwa Chong Seng, chairman of the the financial year, to fill a casual vacancy expertise, skills and attributes of the
NGC and RSDC, was appointed as Lead or appointed as an additional Director, Board and Board committees. The NGC
Independent Director (LID) on 1 December may only hold office until the next AGM identifies SGXs needs and prepares a
2013 to lead and co-ordinate the activities and thereafter be eligible for re-election shortlist of candidates with the
of the NEDs of SGX. The charter of the by shareholders at the next AGM. appropriate profile for nomination
LID is available on SGXs website. Shareholders will be provided with before sourcing for candidates through
relevant information on the candidates an extensive network of contacts.
The LID has the authority to call and lead for election or re-election. Candidates are identified based on the
meetings of the independent directors, needs of SGX and the relevant expertise
when necessary and appropriate, and to NGC Composition required. After the NGC Chairman, the
preside at all meetings of the Board at The NGC comprises five (5) directors Chairman of the Board and the other
which the Chairman is not present or has namely: NGC members have interviewed the
to recuse himself, including closed Mr Kwa Chong Seng candidates, the candidates are
sessions of the NEDs. The LID shall Committee chairman and independent shortlisted for the NGCs formal
represent the independent directors in non-executive Director consideration for appointment to
responding to shareholders questions Mr Chew Choon Seng the Board.
and comments that are directed to the Non-independent non-executive Director
independent directors as a group. Ms Chew Gek Khim When reviewing a nomination
Independent non-executive Director for a proposed Board appointment,
Board Membership Mr Liew Mun Leong the NGC complies with SFR 2005 criteria
Principle 4 Independent non-executive Director as follows:-
Mr Ng Kok Song a determination of the candidates
Continuous Board Renewal Independent non-executive Director independence;
The Board, in conjunction with the NGC, whether his/her appointment will
reviews the composition of the Board The NGC is responsible for SGXs result in non-compliance with any
and Board committees annually, taking corporate governance framework, of the SFR 2005 composition
into account the performance and the Boards succession plan and requirements for the Board and its
contribution of each individual director. reviewing relevant local and Board committees; and
Board composition is also evaluated to international developments in the area whether the candidate fulfils the fit
ensure that diversity of skills and of corporate governance (including and proper criteria under the MAS fit
experience is maintained within the changes in applicable laws, regulations and proper guidelines which include,
Board and Board committees. and listing rules). honesty, integrity, reputation,
Corporate Governance Report Annual Report 2016 51
Performance Overview
competence and capability, and The NGC is of the view that the progressively and in an orderly manner,
Group Overview
financial soundness. effectiveness of each of the directors is to avoid losing institutional memory.
best assessed by a qualitative
All directors of SGX are approved by the assessment of the directors Key Information on Directors
MAS, based on its fit and proper criteria, contributions as well as by taking into The profile of the directors and key
before they are appointed by the Board account each directors listed company information are set out under Board of
or at the AGM (as the case may be). board directorships, and any other Directors section in this Annual Report.
relevant time commitments. While The Notice of AGM sets out the directors
Continuous Review having a numerical limit on the number proposed for re-election or re-appointment
of Directors Independence of directorships may be considered by at the AGM. Key information on directors
The NGC conducts an annual review some other companies to be suitable is also available on SGXs website.
Governance
satisfied that a director is independent, For now, the NGC believes that individual director to the effectiveness
notwithstanding any determination by SGXs qualitative assessment and the of the Board. The Board Evaluation Policy
the NGC, MAS may direct SGX to rectify existing practice, which requires each is available on SGXs website.
the composition of the Board or Board director to confirm annually to the NGC,
committees (as the case may be). his/her ability to devote sufficient time Board Evaluation Process
and attention to SGXs affairs, having The NGC undertakes a process to
SGX has in place a policy whereby regard to his/her other commitments, assess the effectiveness of the Board
directors must consult both the are effective. as a whole and its Board committees
Chairman of the Board and the NGC annually. The NGC will ascertain key
Chairman prior to accepting new director SGX will continue to disclose each areas for improvement and requisite
appointments. Directors must also directors listed company board follow-up actions;
immediately report any changes in their directorships and principal commitments Once every two (2) years, Financials
external appointments, including any which may be found in the Board of independent consultants will be
corporate developments relating to their Directors section in the Annual Report. appointed to assist in the evaluation
external appointments, which may affect process of the Board and its Board
their independence. This ensures The Board is satisfied that all directors committees. This process includes
directors continually meet the stringent have discharged their duties adequately a questionnaire designed to assess
requirements of independence under the for FY2016. The Board also expects that the performance of the Board and
SFR 2005. the directors (including any directors its Board committees and enhance
who are newly appointed) will continue the overall effectiveness of
Directors Time Commitments to (or will) discharge their duties directors; and
Others
The NGC assesses the effectiveness adequately in FY2017. The Board and its Board committees
of the Board as a whole and takes into performance will be evaluated by each
account, each directors contribution and Alternate Directors director and each EMCO member.
devotion of time and attention to SGX. SGX has no alternate directors on its Board.
The NGC also assesses nominees The Board believes that the use of an
identified for recommendation to the Succession Planning for the Board external independent consultant greatly
Board, on their individual credentials and Succession planning is an important part enhances the quality and objectivity of
their ability to devote appropriate time of the governance process. The NGC will the evaluation.
and attention to SGX. seek to refresh the Board membership
52 Singapore Exchange
Corporate
Governance
Report
During FY2016, an external independent Individual Director Evaluation papers, and directors are provided with
consultant was appointed to facilitate the There is an individual assessment of each tablet devices to enable them to access
evaluation of the Board and its Board NEDs contribution by the Chairman and read Board and Board committee
committees. Factors which were evaluated of the Board, and the results of the papers prior to and at meetings.
included Board composition, information assessment are discussed with the NGC
management, Board processes, corporate Chairman. The factors considered in the Managements proposals to the Board
integrity and social responsibility, individual review include directors for approval provide background and
management of the Companys attendance and participation in and explanatory information such as facts,
performance, Board committee outside meetings, the quality of resources needed, risk analysis and
effectiveness, CEO performance and directors interventions and special skills mitigation strategies, financial impact,
succession planning, Director development and contributions made by directors. expected outcomes, conclusions and
and management, risk management and recommendations. Any material variance
overall perception of the Board. Senior The performance of individual between any projections and the actual
management was also requested to directors is taken into account in their results of budgets is disclosed and
complete appraisal forms assessing the re-appointment or re-election. Specific explained to the Board. Employees
Boards performance in areas of needs which arise from time to time are who can provide additional insight
developing and monitoring strategy, taken into account in any appointment of into matters to be discussed, will be
working with management, managing new directors. present at the relevant time during the
risks and overall perception of the Board. Board and Board committee meetings.
The external independent consultant had The assessment of CEOs performance is
no connection with SGX or the Board. The undertaken by the Chairman, together To facilitate direct and independent
findings from this evaluation were with the NGC Chairman and the RSDC access to the senior management,
presented to the Board to facilitate Chairman, and the results are reviewed directors are also provided with the
improvements to the Boards practices. by the Board. The NEDs, led by the NGC names and contact details of the
Chairman, assess the performance of the management team. Draft agendas for
Board Performance Criteria Chairman of the Board, and the NGC Board and Board committee meetings
The Board reviews its performance Chairman provides the feedback to the are circulated to EMCO and Chairmen of
against qualitative and quantitative Chairman of the Board. the Board and Board committees, in
targets annually. advance, for them to suggest items for
Access To Information the agenda and/or review the usefulness
The Board is required to ensure that a Principle 6 of the items in the proposed agenda.
proper balance is maintained between its
commercial objectives and its regulatory Complete, Adequate and For the AC and the RMC to liaise closely
responsibilities. Therefore, the Board Timely Information and have a clear understanding of each
performance criteria include a measure Management recognises that the others work and plan their work on the
to capture the performance of SGXs flow of complete, adequate and timely same risk framework, finalised minutes
regulatory responsibilities as a SRO. information on an ongoing basis to the of the respective committees are
Board is essential to the Boards effective promptly circulated to the other
In line with the CCG 2012s and efficient discharge of its duties. To committee. Arrangements are also in
recommendation of using quantitative allow directors sufficient time to prepare place for the AC and the RMC to share
financial indicators, the Board has for the meetings, all scheduled Board and information on a regular basis, which
adopted performance measures which Board committee papers are distributed includes having common directors on the
align its interests with shareholders to directors not less than a week in AC and the RMC, and the Head, Internal
interests, such as (a) Return on Equity, advance of the meeting. This enables the Audit and Chief Risk Officer attending
(b) absolute minimum SGX Total discussion during the meeting to focus on both the AC and the RMC meetings.
Shareholder Return (TSR), and (c) SGXs questions that directors may have. Any These measures are in line with the
TSR performance against the TSR of the additional material or information recommendations of the Guidebook for
FTSE/MV Exchanges Index, which is an requested by the directors is promptly Audit Committees in Singapore.
index of 28 listed exchanges, in order to furnished. As part of its sustainability
benchmark its relative performance efforts, SGX has done away with hard In order to keep directors abreast
against other exchanges. copy Board and Board committee of sell-side analysts views on SGXs
Corporate Governance Report Annual Report 2016 53
Performance Overview
performance, the Board is updated for managements compliance with the members of the RSDC collectively have
Group Overview
annually on the market view which Listing Rules, including training and strong management experience and
includes a summary of analysts feedback advising management to ensure that expertise on remuneration issues.
and recommendations following the material information is disclosed on a
full-year and half-year results. A monthly prompt basis. The Company Secretary The key responsibilities of the RSDC,
financial performance report is also attends and prepares minutes for all as delegated by the Board, are to oversee
provided to the Board. This report Board meetings. As secretary to all the the governance of the Groups
includes the financial and management other Board committees, the Company remuneration policy, oversee the
accounts, accompanied by an analysis Secretary assists to ensure coordination remuneration of the Board and key
of SGXs performance and supporting and liaison between the Board, the Board executives including reviewing the
data. It also contains operational metrics, committees and management. The remuneration of the CEO, set appropriate
Governance
recommended by the AC to the or renewal (where applicable).
Board for approval. Directors, either individually or as a Subsequently, annual increments,
group, in the furtherance of their duties, variable bonuses, long-term incentive
Company Secretary may take independent professional awards and other incentive awards or
Directors have separate and independent advice, if necessary, at SGXs expense. benefits-in-kind, will be reviewed by the
access to the Company Secretary. The RSDC against the achievement of
Company Secretary is responsible for, Remuneration Matters prescribed goals and targets for the
among other things, ensuring that Board Procedures for Developing CEO and key management personnel,
procedures are observed and that the Remuneration Policies for recommendation to the Board.
SGXs Memorandum and Articles of Principle 7
Association, relevant rules and The RSDC also reviews the Companys
regulations, including requirements of RSDC Composition obligations arising in the event of Financials
the Securities and Futures Act (SFA), The RSDC comprises four (4) directors termination of the CEOs and key
Companies Act and Listing Manual, are namely: management personnels contracts
complied with. The Company Secretary Mr Kwa Chong Seng of service, to ensure that such contracts
also assists the Chairman and the Board Committee chairman and independent of service contain fair and reasonable
to implement and strengthen corporate non-executive Director termination clauses which are not
governance practices and processes, Mr Chew Choon Seng overly generous.
with a view to enhancing long-term Non-independent non-executive Director
shareholder value. Mr Liew Mun Leong The RSDC approves the framework of
Independent non-executive Director remuneration for the entire organisation
Others
The Company Secretary assists the Mr Ng Kok Song including the structure of short-term and
Chairman to ensure good information Independent non-executive Director long-term incentive schemes and policies.
flows within the Board and its Board Each year, the RSDC also approves the
committees and between senior The Board considers that Mr Kwa salary increment pool and total incentive
management and NEDs, as well as Chong Seng, who has many years pool for distribution to staff of all grades.
facilitating orientation and assisting with of experience in senior management
professional development as required. positions and on various boards dealing The RSDC has access to the Head of
The Company Secretary is responsible for with remuneration issues, is well Human Resources, who attends all RSDC
designing and implementing a framework qualified to chair the RSDC and that the meetings. The RSDC may also seek
54 Singapore Exchange
Corporate
Governance
Report
external expert advice on remuneration those of shareholders and link rewards to The fees paid to the SGX Chairman have
of directors and staff. corporate and individual performance. remained unchanged since FY2010.
As a policy, up to half of the senior
The RSDC reviews the succession and managements variable compensation The RSDC recommends the
leadership development plans for senior may be deferred in the form of long-term non-executive directors fees for the
management. As part of this annual incentives which will vest over a period Boards endorsement and approval by
review, the successors to key positions of time. shareholders. Having regard to the scope
are identified, and development plans and extent of a directors responsibilities
instituted for them. Details of SGXs compensation philosophy and obligations, the prevailing market
and the compensation framework conditions and referencing directors fees
No member of the RSDC is involved in including the long-term incentive awards against comparable benchmarks, the
deliberations in respect of any made thereunder, and the performance Board agreed with the RSDCs
remuneration, compensation, options or conditions for the vesting of the awards, recommendation that the current
any form of benefits to be granted to him. are found under Remuneration Report in framework for determining non-
this Annual Report. executive directors fees remain
Level and Mix of Remuneration unchanged. The framework for
Principle 8 Non-executive Directors determining non-executive directors
Remuneration fees (excluding the fees payable to the
The RSDC administers all the SGXs CEO is an executive director and is, SGX Chairman), as set out below, was last
performance-related elements of therefore, remunerated as part of senior revised in FY2011, and the basic fee and
remuneration for senior management. management and in accordance with the attendance fee have remained
A significant proportion of senior terms of his contract. He does not receive unchanged since FY2008. In view of the
managements remuneration is in the directors fees. internal review process that SGX has in
form of variable or at risk place, and that there is no change to the
compensation, awarded in a combination The SGX Chairman receives fees framework for determining non-
of short-term and long-term incentives. for being the Chairman of the Board, executive directors fees, SGX has not
The incentive schemes are designed to together with the provision to him appointed any external consultants to
align the interests of the CEO, key of a car with a driver, as approved by review the framework for FY2016.
management personnel and staff with a separate resolution at each AGM.
The gross remuneration paid to the non-executive directors for the financial year ended 30 June 2016 was S$1,945,316
(details as set out in the table below):
Name of Director Directors fees Name of Director Directors fees
Mr Chew Choon Seng 1
S$ 825,000 Mr Lee Hsien Yang S$ 97,000
Mr Thaddeus Beczak S$ 114,500 Mr Liew Mun Leong S$ 146,000
Ms Chew Gek Khim S$ 121,864 Ms Lim Sok Hui (Mrs Chng Sok Hui) 2 S$ 51,318
Ms Jane Diplock AO S$ 160,500 Mr Ng Kok Song S$ 111,500
Mr Kwa Chong Seng S$ 131,500 Mr Quah Wee Ghee 3 S$ 25,634
Mr Kevin Kwok S$ 160,500
Total S$ 1,945,316
1 Excluding the provision of a car with a driver
2 Ms Lim was appointed as a director on 1 December 2015
3 Mr Quah stepped down as a director on 23 September 2015
Corporate Governance Report Annual Report 2016 55
Performance Overview
SGX seeks shareholders approval at the Results for the first three quarters are Risk Management and
Group Overview
AGM for the non-executive directors released to shareholders no later than Internal Controls
fees to be paid for the current financial 25 days from the end of the quarter. Principle 11
year so that the non-executive directors Annual results are released within 31
fees can be paid on a quarterly basis in days from the financial year-end. In RMC Composition
arrears. No director decides his own presenting the annual and quarterly The RMC comprises five (5) directors namely:
fees. The non-executive directors fees financial statements to shareholders, the Ms Chew Gek Khim
which are paid on a current year basis, Board aims to provide shareholders with Committee chairman and independent
will be payable to the director if he/she a balanced and clear assessment of SGXs non-executive Director
is in service at the end of the current financial results, position and prospects. Mr Thaddeus Beczak
quarter, or if the term of appointment Independent non-executive Director
Governance
concurrence of the AC provides an policies. To assist the Board, the Board
For disclosure of the remuneration of the opinion that the financial statements give has established the RMC, a dedicated
CEO and the five (5) top-earning a true and fair view of the results of the board risk committee. Its responsibilities
executives, please refer to Remuneration SGX Group and that SGX will be able to include reviewing and recommending to
Report in the Annual Report. The pay its debts as and when they fall due. the Board the type and level of risk that
Remuneration Report further sets out This, in turn, is supported by a negative SGX undertakes on an integrated basis to
the performance conditions used to assurance statement from the CEO and achieve its business strategy and the
determine EMCOs short-term and CFO. Management provides directors appropriate framework and policies for
long-term incentives. SGX has also with a monthly financial performance managing risks that are consistent with
disclosed in the Remuneration Report, report either (a) within 10 business days SGXs risk appetite. At the management
the remuneration of the five top-earning from month-end close; or (b) on or prior level, the EMCO has also established a
executives in actual figures, in line with to the day when the annual or quarterly dedicated Enterprise Risk Committee, Financials
best practices, with a breakdown in terms financial results are released. SGX has chaired by the Chief Risk Officer. This
of fixed pay, variable bonus, ex-gratia also procured undertakings from all its committee oversees and ensures that
payment (if any), long-term incentives directors and executive officers in risks are being managed by appropriate
and benefits-in-kind. The Remuneration compliance with Listing Rule 720(1). units holistically across the organisation.
Report also discloses the employee share
schemes that SGX has in place and how SGX is accountable to MAS on how it SGX has three lines of defence for risk
remuneration paid is varied according to discharges its responsibilities as an management. The operating units, the
SGXs and the individuals performance. exchange and clearing house, and as a first line of defence, own the risks at their
regulator. In this respect, an annual source and establish processes and
Others
None of the current employees are self-assessment report and an annual controls to respond to them. The second
related to the directors. report on the RCCs activities in relation to line of defence, comprising the
SGXs SRO conflicts management are independent Enterprise Risk
Accountability & Audit prepared and submitted to MAS. MAS also Management and Compliance functions,
Accountability conducts an annual on-site inspection of oversee the completeness and accuracy
Principle 10 SGX as part of its oversight of SGX. of risk assessments, risk reporting and
the adequacy of mitigation plans. Internal
The Board provides shareholders with Audit, as the third line of defence,
quarterly and annual financial reports. provides objective assurance to the Audit
56 Singapore Exchange
Corporate
Governance
Report
Committee. Together, these three lines of In addition to these exercises, the units financial, operational, compliance and
defence assure that there are adequate are required to perform a control information technology risks, are
internal controls relating to processes, self-assessment to provide objective adequate and effective as of 30 June 2016.
risk and control governance. assurance to the CEO and his
SGX has implemented an enterprise- management team that the controls are On 14 July 2016, SGXs securities
wide risk management framework to operating effectively. The program also market experienced a market disruption
facilitate the management of risks across requires the units to perform self-testing when the exchange ceased trading at
the organisation. to verify and substantiate their control 1138 hours, and remained closed for the
self-assessment outcomes. Together, all rest of the day. Investigations found
SGX recognises the importance of these tools and exercises provide greater that the event was caused by a disk
balancing risks and rewards to achieve assurance that the SGX groups risks failure and an application that did not
the optimal level of risk that SGX can identified are adequately managed. detect the problem. The disruption was
tolerate in its pursuit of its strategic Where deficiencies in controls are prolonged due to challenges in the
priorities and business opportunities. In identified, the operating units are able to orders and trade reconciliation process.
this regard, the Board has established a address and rectify such deficiencies in SGX has since taken remedial action to
Risk Appetite Statement to identify the a timely manner. address the key causes of the event. In
return objectives that are imperative to particular, the faulty disk has been
the organisation and the corresponding The Board has received assurance from replaced, SGX has taken measures to
risk boundaries that are acceptable to the CEO and CFO on the SGX groups improve its processes in data
support the achievement of these financial records and the effectiveness of generation, and is working closely with
objectives. This stated understanding SGXs risk management and internal members to improve their reconciliation
between the Board and Management controls. The Board also receives a processes and overall recovery and
aligns SGXs risk profile with its business separate quarterly representation on market resumption.
objectives and helps bring discipline as SGXs financial information and controls,
Management drives strategy within the including that the financial records have Audit Committee
established risk boundaries. It also been properly maintained and the Principle 12
reinforces SGXs risk culture through the financial statements give a true and fair
establishment of a tone from the top view of the SGX groups operations and AC Composition
regarding the nature and extent of risks finances, from the CEO and CFO. The AC comprises four (4) directors
that SGX is willing to accept. namely:
SGXs system of internal controls and risk Mr Kevin Kwok
There are two exercises that are management provides reasonable Committee chairman and independent
performed each year to identify, assess assurance against foreseeable events non-executive Director
and manage risks faced by SGX. The first that may adversely affect SGXs business Ms Jane Diplock AO
exercise adopts a top-down approach, objectives. The Board notes that no Independent non-executive Director
where key risks including strategic, system of internal controls and risk Mr Lee Hsien Yang
financial, operational, compliance and management can provide absolute Non-independent non-executive Director
regulatory risks, are identified. Mitigating assurance in this regard, or against the Mr Liew Mun Leong
actions are put in place to manage these occurrence of material errors, poor Independent non-executive Director
risks, and key risk indicators (KRI) are judgement in decision-making, human
established to monitor the risks. These error, losses, fraud or other irregularities. In compliance with the requirements of
KRIs are approved by the RMC and the the SFR 2005 and taking into
Board. The second exercise, the Risk Self Based on the internal controls consideration the relevant guidelines in
Assessment (RSA) exercise, adopts a established and maintained by SGX, the CCG 2012, all members of the AC are
bottom-up approach and allows work performed by the internal and non-executive directors who do not have
individual units to identify unit-level external auditors, and reviews any management and business
risks. Similar to the top-down exercise, performed by management and various relationships with SGX or any
mitigating actions are formulated to Board Committees, the Board, with the substantial shareholder of SGX. None of
manage the risks. This year, the RSA recommendation of the AC, is the AC members were previous partners
exercise has been enhanced to enable of the opinion that SGXs internal controls or directors of the Companys external
continuous self-assessments by the units. and risk management systems, addressing auditor, PwC, within the last twelve
Corporate Governance Report Annual Report 2016 57
Performance Overview
months or hold any financial interest in In February 2014, SGX conducted a Internal Audit and Compliance
Group Overview
the external auditor. The Board Request for Proposal exercise for The AC reviews the scope and plans
considers Mr Kevin Kwok, who has provision of external audit services. undertaken by the internal auditor and the
extensive and practical accounting and Following the ACs evaluation, the AC compliance function, and considers the
financial management knowledge and recommended the re-appointment results, significant findings and
experience, well qualified to chair the AC. of PwC as they possess the relevant recommendations together with
The members of the AC collectively have industry experience and knowledge as managements responses. The AC assesses
strong accounting and related financial well as a deep understanding of SGXs the adequacy and effectiveness of the
management expertise and experience. business, operations, systems and internal audit function and ensures that
They keep abreast of relevant changes risks. The Board accepted the ACs the internal auditor has direct and
to accounting standards and issues recommendation for PwCs unrestricted access to the Chairman of the
Governance
external auditors. plans and results of audits undertaken a confidential line of communication to
by the external auditor and considers all report concerns about possible
Role and Responsibilities of the AC significant findings, recommendations improprieties to the Head of Internal
and managements responses. It also Audit, and ensures the independent
Financial Reporting reviews the independence and investigation of, and follow-up of such
The AC meets on a quarterly basis objectivity of the external auditor, and matters. SGX will treat all information
to review the financial statements, assesses the nature, extent and costs received confidentially and protect the
including the relevance and consistency of non-audit services provided by the identity of all whistleblowers.
of the accounting principles adopted, external auditor, seeking to balance the Anonymous disclosures will be accepted
and the significant financial reporting independence and objectivity of the and anonymity honoured. Employees
issues and judgments to obtain external auditor with the business and who have acted in good faith will be
reasonable assurance as to the integrity operational needs of SGX. protected from reprisal. Reports can Financials
and fairness of the financial statements. be lodged by calling the hotline at
The AC recommends the financial Internal Controls and +65 6236 8585 or via email at
statements and corresponding SGXNet Regulatory Compliance [email protected]. The AC
announcements to the Board for approval. The AC reviews and assesses the reviews all whistleblowing complaints
adequacy and effectiveness of SGXs at its quarterly meetings to ensure
External Auditor internal controls and regulatory independent, thorough investigation
The AC oversees SGXs relationship compliance. In order to do this, the AC and appropriate follow-up actions.
with its external auditor. It reviews the considers the reports, the processes and
selection of the external auditor and controls in place and carries out Interested Person Transactions Policy
Others
recommends to the Board the discussions with management, the Head SGX has procedures in place to comply
appointment, re-appointment and of Internal Audit, the Head of Legal, with the Listing Manual requirements
removal of the external auditor, as well Compliance & Corporate Secretariat and relating to interested person
as the remuneration and terms of the external auditor, at its quarterly AC transactions. All new directors are
engagement of the external auditor. meetings. Based on its reviews, the AC briefed on the relevant provisions that
The annual re-appointment of the makes recommendations to the Board they need to comply with. All interested
external auditor is subject to with regards to the adequacy and person transactions, if any, are reported
shareholder approval at SGXs AGM. effectiveness of SGXs internal controls. to and monitored by the Finance
department, and reviewed by the AC.
58 Singapore Exchange
Corporate
Governance
Report
Authority of the AC Following the review and discussions, Management has referred to the
The Board has delegated to the AC the the AC recommended to the Board Checklist for Evaluation of External
authority to investigate any matter to approve the full year financial Auditors in the Guidebook for Audit
within its terms of reference. The AC has statements. Committees in Singapore and Guidance to
full access to the internal and external Audit Committees on ACRAs Audit
auditors as well as to management. It also Oversight of the external auditor Quality Indicators Disclosure Framework
has full discretion to invite any director or The AC approved the scope and audit to set the evaluation criteria.
officer to attend its meetings and has plans undertaken by the external auditor,
access to various resources, including reviewed the results of the audits, On the basis of their own interactions
external consultants, to enable it to significant findings and with PwC and with managements
discharge its responsibilities properly. recommendations as well as report, the AC assessed and concluded
managements responses. that PwC has fulfilled its responsibilities
Activities in FY2016 as external auditor. The Board concurred
The AC met four (4) times during the The AC assessed the independence and with the ACs endorsement. Accordingly,
financial year under review. The quality of the external auditor the Board recommends the re-
Chairman, CEO, President, CFO, Chief Risk throughout the year and also met with appointment of PwC at the coming AGM.
Officer, Head of Technology, Head of the external auditor without the
Internal Audit, Head of Legal, Compliance presence of management. The external SGX has complied with Listing Rules 712
& Corporate Secretariat and the external auditor provided regular updates to the and 715 in the appointment of PwC as its
auditor were invited to attend these AC on relevant changes to the accounting external auditor.
meetings. The following matters were standards and the implications on the
reviewed during the meetings: financial statements. Non-audit services
The AC reviewed the volume and nature
Financial matters The AC received a report from of non-audit services provided by the
In the review of the financial statements, management on their evaluation of the external auditor during the financial year.
the AC has discussed with management performance and effectiveness of the Based on this and other information, the
the accounting principles that were external auditor. This report assessed the AC is satisfied that the financial,
applied and their judgment of items that quality of the external auditor across a professional and business relationships
might affect the integrity of the financial number of evaluation criteria, including between SGX and the external auditor
statements. The following significant measures of relevance and quality of its will not prejudice their independence
matters impacting the financial work as well as its level of independence. and objectivity.
statements were discussed with
management and the external auditor
and were reviewed by the AC:
Significant matters How the AC reviewed these matters and what decisions were made
Valuation of available-for- The AC considered the approach and methodology applied to the valuation model in assessing the valuation of the
sale (AFS) financial asset AFS financial asset relating to the unlisted equity securities of BSE Limited.
The AC reviewed the reasonableness of cash flow forecasts, long-term growth rate and discount rate used in the
valuation model.
The valuation of the AFS financial asset was also an area of focus for the external auditor. The external auditor has
included this item as a key audit matter in its audit report for the financial year ended 30 June 2016. Refer to page 90
of this Annual Report.
Impairment assessment The AC considered the approach and methodology applied to the valuation model in goodwill impairment assessment
of goodwill and as well as the assessment for indicators of impairment of intangible asset. It reviewed the reasonableness of cash flow
intangible asset forecasts, the long-term growth rate and discount rate.
The impairment review was also an area of focus for the external auditor. The external auditor has included this item as
a key audit matter in its audit report for the financial year ended 30 June 2016. Refer to page 90 of this Annual Report.
Corporate Governance Report Annual Report 2016 59
Performance Overview
The total fees paid to our external presence of management, more than recommendations by the internal and
Group Overview
auditor, PwC, are as disclosed in the four (4) times for the financial year under external auditors to ensure management
table below: review. The Head of Internal Audit has implemented them in a timely and
External Auditor Fees % of total provided regular updates to the AC appropriate fashion and reports the
for FY2016 S$000 audit fees on the workings of the Internal Audit results to the AC every quarter.
Total Audit Fees 692 function. For the financial year under
Total Non-Audit Fees 331 48% review, the AC Chairman guided the Line of Reporting and Activities
Total Fees Paid 1,023 Internal Audit function in adopting the Internal Audit is an in-house function
prescribed practices published in the within SGX. The Head of Internal Audit
Internal Controls and revised Audit Committee Guidance reports directly to the AC and
Regulatory Compliance Committee Guidebook. administratively to the CEO. The AC
Governance
recommends to the Board that SGXs and Material Contracts (Rule 1207(8) AC Chairman.
internal controls addressing financial, of the Listing Manual)
operational, compliance and information There were no Interested Person Internal Audit operates within the
technology risks were adequate as at Transactions and no material contracts framework stated in its Internal Audit
30 June 2016. entered into by SGX or any of its Charter, which is approved by the AC.
subsidiaries involving interests of any The primary role is to assist the Board
Oversight of Internal Audit Director or controlling shareholder and senior management to meet the
and Compliance during FY2016. strategic and operational objectives of
The AC exercised its oversight over SGX, by providing an independent and
Internal Audit and Compliance Internal Audit objective evaluation of the adequacy
throughout the year. The AC reviewed Principle 13 and effectiveness of risk management,
the following: internal controls and governance Financials
scope of the annual internal audit Internal Audit processes.
plans to ensure that the plans Annually, Internal Audit prepares and
provided a sufficiently robust review executes a robust risk-based audit plan, All audit reports are circulated to
of the internal controls of SGX; which complements that of the external the AC, the CEO, the external auditor
scope of annual compliance plans; auditor, so as to review the adequacy and relevant senior management
significant audit observations and and effectiveness of SGX Groups system representatives. The progress of
managements responses thereto; of internal controls. These include corrective actions on outstanding audit
regulatory breaches and operational, financial, compliance issues is monitored through company-
managements responses thereto; and information technology controls. wide issue management systems.
Others
approval of Internal Audit and In addition, the external auditor will Information on outstanding issues is
Compliance Charters; highlight any material internal control categorised according to severity and
adequacy and effectiveness of weaknesses which have come to their quarterly reports are sent to senior
Internal Audit; and attention in the course of their management and the AC.
budget and staffing for Internal Audit statutory audit. All audit findings and
and Compliance functions. recommendations made by the internal
and external auditors are reported to the
The AC Chairman met regularly with the AC. Significant issues are discussed at AC
Head of Internal Audit without the meetings. Internal Audit follows up on all
60 Singapore Exchange
Corporate
Governance
Report
Performance Overview
briefings, accessible by the public, are Financial Results; and resolutions passed at the general
Group Overview
available on SGXs website. Calendar of Events. meetings of shareholders for greater
transparency in the voting process. Votes
Interaction with Shareholders The latest Annual Report, financial cast for, or against, each resolution will
At each AGM, the CEO delivers a results (including webcasts of the be tallied and displayed live-on-screen
presentation to update shareholders quarterly and full-year results briefings to shareholders immediately at the
on SGXs progress over the past year. for media and analysts and press meeting. The total numbers and
The Directors, EMCO and senior releases) and company announcements percentage of votes cast for or against
management are in attendance to are posted on the website following their the resolutions are also announced after
address queries and concerns about release to the market, to ensure fair the meeting via SGXNet. However, as the
SGX. SGXs external auditor also attends dissemination to shareholders. SGX authentication of shareholder identity
Governance
an amount which is no less than Investor Relations team are available on to address shareholders queries.
(a) 80% of the annual net profit after tax; the dedicated link, as well as in the
or (b) 20 cents per share, whichever is Annual Report, to enable shareholders to SGX provides for separate resolutions
higher. The difference between the contact SGX easily. Investor Relations has at general meetings on each distinct
targeted dividend and the interim base procedures in place for addressing issue. All the resolutions at the general
dividend will be declared and paid as final investors queries or complaints as soon meetings are single item resolutions.
dividend of each financial year. as possible. Detailed information on each item in the
AGM agenda is in the explanatory notes
Corporate Website Conduct of to the AGM Notice in the Annual Report.
SGX adopts transparent, accountable Shareholder Meetings
and effective communication practices as Principle 16 Audiocasts of the AGM proceedings are
a key means to enhance standards of publicly available on SGXs website. Financials
corporate governance. We aim to provide Shareholders are informed of
clear and continuous disclosure of our shareholders meetings through Other Codes & Practices
corporate governance practices through published notices and reports or circulars Employee Code of Conduct & Ethics
efficient use of technology. The following sent to all shareholders or at the All employees are required to observe
information is made available on our shareholders election, made available and maintain high standards of integrity,
corporate website within six (6) weeks electronically. The general meeting as well as comply with laws, regulations
from the date of events: procedures provide shareholders the and company policies. SGX sets
Board of Directors and EMCO opportunity to raise questions relating standards of ethical conduct for
profiles; to each resolution tabled for approval. employees, which covers all aspects of
Others
Minutes and Summary of Opportunities are given to shareholders the business operations of SGX such as
Proceedings of general meetings to participate, engage, and openly work ethics, personal conflicts of
of shareholders; communicate their views on matters interest, confidentiality of information,
Audiocasts of general meetings relating to SGX to the directors. related party transactions, gifts and
of shareholders; dealings in securities.
Annual Reports; Shareholders are given the opportunity
Letter/Circular to Shareholders; to vote at the general meetings of
Company announcements; shareholders. SGX has been conducting
Press releases; electronic poll voting for all the
62 Singapore Exchange
Corporate
Governance
Report
Performance Overview
Summary of Disclosures of Code of Corporate Governance 2012
Group Overview
Board Remuneration Accountability Shareholder Rights
Matters Matters and Audit and Responsibilities
The Boards Conduct Procedures for Developing Accountability Shareholder Rights
of Affairs Remuneration Policies Principle 10 Page 55 Principle 14 Page 60
Principle 1 Page 46 Principle 7 Page 53 Guideline 10.1 Page 55 Guideline 14.1 Page 60
Guideline 1.1 Page 46 Guideline 7.1
#
Page 53 Guideline 10.2 Page 55 Guideline 14.2 Page 60
Guideline 1.2 Page 51 Guideline 7.2 Page 53 Guideline 10.3 Page 55 Guideline 14.3 Page 60
Guideline 1.3# Page 46 Guideline 7.3# Page 54
Guideline 1.4# Pages 46-47 Guideline 7.4 Page 53 Risk Management Communication
Guideline 1.5# Page 48 and Internal Controls with Shareholders
Guideline 1.6# Page 48 Level and Mix Principle 11 Page 55 Principle 15 Page 60
Governance
Guideline 9.5# Page 55 Guideline 12.7# Page 57 Guideline 16.5 Page 61
Chairman and Guideline 9.6# Page 55 Guideline 12.8# Pages 58-59
Chief Executive Officer
Guideline 12.9 Page 56
Principle 3 Page 49
Guideline 3.1# Page 49 Internal Audit
Guideline 3.2 Page 49
Principle 13 Page 59
Guideline 3.3 Page 50
Guideline 13.1 Page 59
Guideline 3.4 Page 50
Guideline 13.2 Page 59
Guideline 13.3 Page 60
Board Membership
Guideline 13.4 Page 60
Principle 4 Page 50 Guideline 13.5 Page 57
Guideline 4.1# Page 50
Guideline 4.2 Page 50
Financials
Guideline 4.3 Page 51
Guideline 4.4# Page 51
Guideline 4.5 Page 51
Guideline 4.6# Page 50
Guideline 4.7 # Pages 12-17
Board Performance
Principle 5 Page 51
Guideline 5.1# Page 51
Guideline 5.2 Page 52
Guideline 5.3 Page 52
Access to Information
Others
Principle 6 Page 52
Guideline 6.1 Page 52
Guideline 6.2 Page 52
Guideline 6.3 Page 53
Guideline 6.4 Page 53
Guideline 6.5 Page 53
Self-Regulatory
Organisation
Governance Report
Obligations
Our regulatory activities remain focused on:
SGX is a front-line
regulator, regulating
market participants
including listed
companies, and
trading & clearing Operating Admitting Providing Supporting
members. SGX is also a fair, orderly and high quality safe and efficient the continuous
a listed, for-profit transparent market issuers and market clearing and development of
entity with a widely intermediaries settlement facilities SGXs markets and
clearing houses
distributed ownership
and shareholder
base. This gives rise
to Self-Regulatory We achieve our objectives through stringent framework for managing actual or perceived
listing and trading rules. We apply strict conflict arising from SGXs dual role as a
obligations. We
admission criteria on our members, sponsors commercial for-profit entity and a Securities
employ the highest and their registered professionals and issuers Market Regulator.
standards in carrying to assure their quality and safeguard the
out our dual role integrity of the markets and clearing houses. The RCC decides on conflict cases, as needed,
and ensure that any Issuers must ensure the timely, accurate and and reviews the regulatory implications
potential conflicts adequate disclosure of material information. of our strategic initiatives. The RCC also
We also impose prudent financial ensures the adequacy of resources allocated
between our
requirements on our members and have to the regulatory function and oversees the
responsibilities as a robust default management processes. To processes for identifying and managing
regulator and as a ensure compliance with our rules, we conduct regulatory conflicts. The RCC reports to MAS
listed company are comprehensive ongoing supervision and annually on the adequacy of our conflicts
addressed. We remain surveillance and take enforcement action management framework and practices as
the custodians of trust when necessary. We continually benchmark required under the Securities and Futures Act.
ourselves against developed jurisdictions and
and confidence in the
established international standards to improve The RCC reported to the MAS in November
Singapore market. our systems and processes. 2015 that they had fulfilled their statutory
duties in overseeing SRO governance within
Managing Self-Regulatory SGX, adequacy of regulatory resources and in
Organisation (SRO) Conflicts addressing SRO conflicts.
The Monetary Authority of Singapore
(MAS) regulates SGX in the discharge of our
regulatory functions and our management Enhancing the Quality
of regulatory conflicts. We have a strong of Our Marketplace
governance framework in place to manage
any perceived or actual conflicts. The We continue to set and enforce regulation
Regulatory Conflicts Committee (RCC) assists to assure a fair, orderly and transparent
the SGX Board with the management of SRO marketplace and as such have implemented
conflicts. The RCC comprises directors who are new rules and policies this year.
independent of management and business
relationships with SGX. Appointments to the Minimum Trading Price Requirement
RCC are subject to MAS approval. In addition, The Minimum Trading Price (MTP) of S$0.20
the Listings Advisory Committee was a share for Mainboard companies came into
introduced in October 2015 to enhance SGXs effect after a one-year transition period ended
Self-Regulatory Organisation Governance Report Annual Report 2016 65
on 1 March 2016. Several issuers were affected as a These committees will enhance the transparency and
Performance Overview
result of their share price being below the required independence in the administration of sanctions for
MTP. SGX continued its engagement with all affected such cases.
issuers over the course of the year to help transition
them to the new requirement. We also made several Retail Access to Wholesale Bonds
refinements including a change in the calculation We introduced a bond-seasoning framework as part
methodology of the Volume Weighted Average of efforts to increase the range of bonds available to
Prices (VWAP) for determining the MTP. Another retail investors.
refinement was the extension of time granted to
companies that had made efforts to comply with The framework enables retail investors to buy
the MTP requirement such as those which had wholesale bonds initially offered to institutions and
Group Overview
undertaken consolidation within the review period accredited investors, six months after the bonds are
and those unable to comply with the MTP due solely listed on SGX. These bonds will be offered by issuers
to turbulent market conditions. We worked to place that meet minimum criteria relating to their size,
safeguards against error trades in consolidated track record and listing history. After the six-month
companies that included technical changes for the period, issuers may also make subsequent direct
application of circuit breakers and fat finger checks, offers of bonds to retail investors under the same
provision of a list of upcoming consolidations to terms without issuing a prospectus. An exempt bond
brokers as well as reminders to brokers to ensure that issuer framework was also introduced to allow
they draw investors attention to stocks trading on certain eligible issuers to offer bonds directly to
the first day post consolidation. investors at the onset without a prospectus.
Governance
how listing rules are enforced.
The updates draw upon our experiences with
The Listings Advisory Committee (LAC) enables regulating foreign issuers from developing
SGX to draw upon the view of a panel of countries in setting out additional due diligence
independent and experienced market professionals procedures, which Issue Managers and Full
who will provide advice on SGX's listing process as Sponsors will be expected to undertake when
well as listing applications to the Mainboard which preparing a new applicant for listing on SGX. The
meet certain referral criteria. The criteria include improvements to the Guidelines will help ensure
where novel or unprecedented issues are involved, quality listings and grow investors trust and
specialist expertise is required, or matters of public participation in our market.
interest are involved. Financials
Sustainability Reporting
The establishment of the LAC also helps address SGX introduced a new listing rule for sustainability
perceptions of self-regulatory organisation reporting on a comply or explain basis for all
conflicts, or concerns SGX could compromise on companies listed on the exchange. By reporting on
regulatory standards and/or admit companies for its Environmental, Social and Governance aspects,
commercial benefits. a company can further enhance transparency and
visibility among investors who support sustainable
To improve the governance and compliance investment as well as build and maintain trust in
standards of the listing space, SGX also strengthened their business. The requirement for sustainability
Others
the range of enforcement actions it can take against reporting on a comply or explain basis was
companies, directors and executive officers, issue developed with extensive feedback gathered from
managers, and financial advisors advising on reverse surveys and working groups with listed companies,
takeover applications, for Listing Rule breaches. The investors and a detailed public consultation.
independent Listings Disciplinary Committee (LDC) To enhance reporting capabilities of listed
and Listings Appeals Committee (LApC) were companies, SGX will invite CEOs to a briefing session
established to hear and determine charges and and is collaborating with Global Compact Network
appeals for cases involving rule breaches that are Singapore to organise training workshops by
more serious and entailing more severe sanctions. sustainability reporting consultants.
66 Singapore Exchange
Self-Regulatory
Organisation
Governance Report
Enhanced Trade with Caution Announcements Online Calendar for Annual General Meetings
We enhanced our Trade with Caution (TWC) SGX together with the Chartered Secretaries
announcements by providing more targeted Institute of Singapore launched an online calendar
for listed companies to indicate their tentative
and higher value information
Annual General Meeting (AGM) dates. The calendar
helps companies to try to schedule their AGMs on
in instances of unusual trading activity in a days that are either free of other AGMs, or have
companys stock. Where warranted, information fewer AGMs occurring. The initiative is in response to
gathered from review of trading activities will also feedback that many AGMs are clustered around the
be included to enhance informational value and last two weeks of April; if AGMs are more evenly
provide transparency of both SGXs concerns as well spread out throughout April, investors may be able
as its regulatory actions. The changes follow to attend a higher number of AGMs to exercise their
feedback from stakeholders about the previous high shareholder vote.
volume of TWC announcements with little new
information being provided. SGX has issued two Refining SGX Trading Rulebook
TWCs following the enhancements. As part of our continuous effort to renew our
policies, we embarked on a major initiative to
Management of Price Sensitive Information completely review our Securities and Derivatives
We widened the scope of the requirement for listed Trading rulebooks. The aim is to ensure that our
companies to maintain a privy person list to cover all policies are relevant to the current market
material transactions, from only certain significant environment, aligned with international practices,
transactions i.e. takeovers, reverse takeovers or and consistent across the markets we operate. We
very substantial acquisitions previously. The privy will do so with active involvement of our Members
person list is a useful tool when SGX conducts an and relevant stakeholders in our regulatory
investigation into, for instance, insider trading. To development process.
enhance robustness in the prevention of insider
trading, we are setting up a working group comprising Automated Trading Service in Hong Kong
key stakeholders to examine the practices currently We continued work with the Hong Kong Securities
adopted for price-sensitive information and identify and Futures Commission in FY2016 which resulted in
areas for improvement. Once complete, we will issue an approval of the Automated Trading Services for
a set of best practices. This will complement the SGX-ST that will allow the Hong Kong broking
exchanges surveillance of unusual trading in shares community direct access to shares listed on SGX-ST.
of companies involved in significant transactions.
Appropriate enforcement action is taken against We put emphasis on engaging with key stakeholders
Performance Overview
errant Members and Sponsors who breach our by keeping them well informed of our initiatives,
rules and financial requirements. For breaches seeking for, and responding directly to their
of our rules, we imposed a total of S$40,000 in feedback and supporting greater discussion
composition fines on two of our Member firms and of initiatives.
issued letters of warnings and advisory notes to other
Member firms, Sponsors and Registered professionals. To enhance transparency and address trends
We also charged a trading representative for having that are of regulatory concern, we published
created a false market in certain share counters by seven Regulators Columns to provide guidance
employing a layering scheme. The trading and awareness on topical issues as well for the
representative was fined S$180,000 and suspended first time, case studies of private disciplinary actions.
Group Overview
for 6 months by the Disciplinary Committee. We introduced guidelines for Catalist sponsors, a
toolkit to aid companies in common corporate
Listings Applications actions and a half-yearly report on long-suspended
We continued to uphold high listing standards to companies. All these were made available on our
ensure the quality of our issuers. During the year, we website. We also published a summary of the
received 29 Initial Public Offering (IPO) and Reverse Listings Advisory Committees first advice.
Takeover (RTO) applications and notifications.
Including applications and notifications from the We also spoke at several conferences and forums
previous year, 24 were approved or proceeded to and engaged the media and industry professionals
lodge and 6 applications were returned or withdrawn. to provide insights into our Regulatory processes.
Governance
take early and appropriate mitigating actions. This is channels with stakeholders open and increase
necessary to protect the interests of their customers. transparency on our regulatory thinking and
In addition, we conduct periodic inspections and focus areas.
reviews of Sponsors for assurance that key processes,
procedures and systems are in place to discharge their
duties and obligations under our rules. Engaging the Investing Public
Self-Regulatory
Organisation
Governance Report
education projects that included both SGX-led In addition to initiatives supported by the IEF,
projects as well as supporting the initiatives of SGX continued to partner stakeholders in
industry partners. strengthening investor education. These include
the Save & Invest Portfolio Series an education
Continuing with its retail outreach efforts, initiative jointly put together by CFA Society
SGX held two runs of My First Stock Carnival Singapore, Singapore Press Holdings, MAS and SGX.
(MFSC). MFSC @ UniSIM took place in October 2015. This initiative has helped many Singaporeans learn
MFSC @ Ngee Ann City Civic Plaza was held in May how to construct investment portfolios to meet
2016 where it included The Real Estate Investment their financial goals and will continue until
Trust (REITs) Race to help new investors learn about December 2016.
the REITs sector and investment opportunities in
Singapore. These events attracted about 3,000 and An Exchange Traded Fund (ETF) education campaign
5,200 visitors respectively. was also rolled out following the change in Excluded
Investment Product (EIP) requirements, which gave
SGX also launched a series of initiatives to raise retail investors more options in EIP ETFs to choose
investors understanding of the risks and from. The ETF campaign includes monthly ETF
opportunities associated with investing in the fast seminars, an ETF Pavilion @ INVEST Fair, a 5-part
evolving digital sector. An independent research editorial series on Straits Times, ETF animated
paper titled Investing in Financial Technology and e-tutorials, monthly ETF market research reports
Consumer Digital Technology Companies was and an enhanced ETF screener providing information
commissioned which is available on the SGX at a glance.
webpage and has seen over 1,900 downloads
to-date. Complementing this is a series of investor We also launched a new 2-minute segment
education videos and seminars to provide an SGX Stock Market Beat that debuted on Channel 8
overview and key summaries of the sub-sectors. in November 2015 and ran for 6 weeks to provide
To date, four videos have been produced and in viewers with bite size investment and market
total, they have achieved over 155,000 views. information. To help new investors ease into their
Five seminars were organised this year and first steps in investing we launched a new Welcome
attracted a mix of institutional and retail investors, e-Newsletter for new CDP account holders by
as well as financial professionals. introducing relevant SGX tools and resources to
them. Since the launch in March 2016, the
The IEF also co-funded various partners on investor e-newsletter maintains an average Open Rate
education initiatives. SGX supported the Securities of 92%.
Investors Association (Singapore) (SIAS) in various
projects and Securities Association of Singapore
(SAS) in their seminars and workshops to upskill
customers of brokers.
Annual Report 2016 69
Report of
Performance Overview
Independent
Committees
Overview involving more serious breaches and The Disciplinary Committee currently
Group Overview
entailing more severe sanctions against comprises 14 members and the Appeals
SGXs systems to deal with listed issuers, directors and executive Committee comprises 7 members. The
self-regulatory organisation conflicts officers, issue managers, financial advisors Disciplinary Committee and Appeals
include the setting up of independent advising on reverse takeover applications, Committee members have legal,
committees to supplement its sponsors and registered professionals. accounting, corporate finance, market
regulatory and disciplinary processes. Sanctions the two committees can mete experience, as well as directorship
To ensure impartial and independent out include fines for issuers, prohibiting experience in SGX-listed issuers.
administration of their powers, the issuers from raising funds through
members of SGXs independent SGX for up to 3 years, requiring the The independent committees are
committees are not directors, officers resignation of directors or executive supported by the Office of the
Governance
In addition to conflicts prevention, respectively, breaches of SGXs trading The operation of the Committees and
the establishment of the Listings and clearing rules will continue to be the Office of the Secretariat is funded
Advisory Committee also enables heard by the Disciplinary Committee separately by a newly established
SGX to draw upon the views of a panel and Appeals Committee. Compliance Fund, which is segregated
of independent and experienced market from the rest of SGXs monies. The
professionals. The Listings Advisory The Disciplinary Committee is able Compliance Fund comprises an annual
Committee provides advice on SGXs to impose a wide range of sanctions earmarked amount received by SGX
listing policies and Mainboard listing against trading or clearing members, from listing revenue. In FY2016, the
applications which involve novel their directors, trading representatives, operating costs of the Committees and
or unprecedented issues, or where approved traders, registered the Office of the Secretariat amounted
specialist expertise is required, or representatives, officers, employees to S$521,320.
which involve matters of public interest. or agents including reprimands, fines, Financials
The Listings Advisory Committee restrictions or conditions on activities,
currently has 16 members with legal, suspension, expulsion, revocation of Listings Advisory Committee
accounting, corporate finance authorisation, deregistration, requiring Annual Report
and market experience, and also persons to undertake an education or
includes representatives of the compliance program, ordering directors Note from the Listings Advisory
investment community. to relinquish their day-to-day roles and Committee Chairman
appointing a manager to manage a The Listings Advisory Committee (LAC)
The Listings Disciplinary Committee member's business. was established on 7 October 2015 by
and Listings Appeals Committee were SGX to supplement its listings regulatory
Others
established in conjunction with the The Appeals Committee hears appeals process in reviewing Mainboard listing
strengthening of the range of by SGX or the party facing the charge applications and formulating listing
enforcement actions which can be taken against the Disciplinary Committee policies. The LAC is well represented
for listing rule breaches, with the aim of decisions, and in the case of listing by 16 members with legal, accounting,
improving the governance and matters, the Listings Appeals Committee corporate finance and market
compliance standards of the listing space. additionally hears appeals against certain experience, and representatives of the
The Listings Disciplinary Committee and decisions of SGX. The decision of the investment community, all of whom
Listings Appeals Committee will hear and Appeals Committee or Listings Appeals are independent of SGX.
determine charges and appeals for cases Committee is final.
70 Singapore Exchange
Report of
Independent
Committees
Listing applications referred to the LAC had been set by the listing applicant. strengthen investor confidence and
can either be referred by SGX, or by me This is to ensure that the subsidiary of attract greater investor interest.
or the Deputy Chairman, Professor Tan the listing applicant would enjoy lower
Cheng Han, Senior Counsel, taking into tax rates under the applicable foreign The grounds of decision of LACs advice
account recommendations of the law. The Deputy Chairman had referred for the referral cases are available on
Secretariat. A listing application may be the case to the LAC as the forfeiture SGX's website.
referred to the LAC when novel issues mechanism was considered to be novel.
are involved, specialist expertise is
required, matters of public interest are Acknowledgements
involved or when SGX is of the view that Listing Policy Referral
a referral is appropriate. I wish to express my appreciation to the
A listing policy matter was referred to Deputy Chairman for his legal expertise
I am pleased to report on the LACs the LAC in April 2016. Following the and the other distinguished LAC
activities in the first nine months Companies Act amendment earlier this members for their valuable insights and
following its establishment. Between year removing the one-share-one-vote contributions during LAC meetings.
7 October 2015 and 30 June 2016, seven restriction in public companies, SGX
IPO listing applications were reviewed by sought the LACs advice on whether I would also like to extend my sincere
me and the Deputy Chairman, together companies with a dual class share thanks to the Secretariat team headed
with the Secretariat. Out of these seven structure should be permitted to list on by Ms Ng Ee San for their dedication and
IPO listing applications, one was referred SGX, and if so, the safeguards to be strong technical support in carrying out
to the LAC by SGX, and one was referred adopted. Given the long-term and research and analysis to facilitate the
to the LAC by the Deputy Chairman. As wide-ranging impact of allowing listing LACs discussions as well as organising
for the remaining five listing applications of dual class share structures, the LAC and managing LAC meetings efficiently.
which were found not to satisfy any of met once in March 2016 and again in
the criteria for referral to the LAC, we April 2016 to consider and render advice I look forward to the LACs work ahead
had where appropriate, recommended on the various propositions under the in the coming year. The LAC remains
prospectus disclosure on certain issues possible listing framework. committed to working together with
and provided general observations on SGX in improving the quality of
our expectations in reviewing cases After robust discussions, an Singapores capital market.
of a similar nature going forward. overwhelming majority of the LAC
members present voted in favour of
permitting dual class share structures Mr Gautam Banerjee
IPO Referral Cases to list on SGX, subject to various Listings Advisory Committee Chairman
corporate governance safeguards to
The two IPO listing applications mitigate the inherent risks of such a dual
referred to the LAC involved issuers class share structure.
with foreign operations.
The envisaged dual class share structure
The first referral case in November 2015 listing framework is intended to enhance
involved past bill financing activities SGXs attractiveness as a listing venue
undertaken by companies within the and to broaden and deepen Singapores
listing applicants group which did not capital market. Unlike many other
comply with foreign laws. SGX had countries, Singapore does not have a vast
referred the case to the LAC as it was of hinterland providing a continuous
the view that a referral was appropriate. pipeline of IPO-ready listing applicants.
The LAC understands the need for SGX
The second referral case in April 2016 to attract quality listings from both
involved the proposed establishment of a within and outside Singapore, including
mechanism allowing the listing applicant companies with a dual class share
to forfeit shares when a shareholders structure. Quality IPO listings, together
holdings exceeding a prescribed limit that with a well-regulated market will
Report of Independent Committees Annual Report 2016 71
Performance Overview
Listing Advisory Committee Members
Group Overview
The current members of the LAC are:
No. Name Position Title
1 Mr Gautam Banerjee Chairman Chairman, Blackstone Singapore Pte Ltd
Former Executive Chairman, PricewaterhouseCoopers Singapore
2 Professor Tan Cheng Han, Deputy Chairman, Centre for Law & Business, Faculty of Law, National University
Senior Counsel Chairman of Singapore
Board Member, Accounting and Corporate Regulatory Authority
Commission Member, Competition Commission Singapore
3 Mrs Fang Ai Lian Member Adviser, Far East Organisation
Governance
11 Mr Kabir Mathur Member Director, KKR Singapore Pte. Limited
12 Mr Ronald Ong Member Chairman and Chief Executive Officer, Southeast Asia, Morgan Stanley Asia
(Singapore) Pte.
13 Mr Soon Tit Koon Member Independent Director, Great Eastern Holdings Limited
Independent Director, SPH REIT Management Pte. Ltd.
14 Professor Hans Tjio Member Co-Director, Centre for Banking & Finance Law, National University of Singapore
Member, Securities Industry Council
15 Mr Toh Teng Peow David Member Director and Chief Technology Officer, Nanyang Technological University-NTUitive
Pte. Ltd.
16 Ms Tracey Woon Member Vice-Chairman, Asia Pacific, Wealth Management, UBS AG
Financials
Others
72 Singapore Exchange
Report of
Independent
Committees
Case heard in FY2016 During FY2016, two new members, namely Mr Eric Ang Teik Lim
On 28 June 2016, the Disciplinary Committee heard one case and Mr Lucas Tran were added to the Disciplinary Committee.
relating to breaches of the SGX-ST Rules by a trading
representative of a SGX-ST Trading Member arising from his Mr Eric Ang Teik Lim was appointed as co-chairman of the
acts which led to a false market in certain securities. The trading Disciplinary Committee and will chair Listings Disciplinary
representative was fined S$180,000 and suspended for six Committee hearings.
months. The grounds of decision of the case are available on
SGXs website.
Remuneration
Performance Overview
Report
Group Overview
Committee (RSDC) reviews and and Mix
recommends to the Board for approval Variable compensation comprises
matters concerning management An employees total compensation is cash-based short-term incentives and
development, succession planning and made up of the following components: share-based long-term incentives. The
remuneration of senior management award of variable compensation is
and employees and the remuneration approved by the RSDC and Management
Total compensation
of the Board. through a process where due
consideration is given to corporate and
The RSDC comprises the following individual performance in four broad
directors: categories of objectives, namely,
Fixed Variable
Governance
SGX adopts a compensation philosophy compensation for staff in Regulation, companys financial performance.
that is directed towards the attraction, Risk Management, CFOs Office, Human
retention and motivation of talent to Resources, Internal Audit and Legal, Each year, the RSDC evaluates the
achieve its business vision and create Compliance & Corporate Secretariat extent to which each of the senior
sustainable value for its shareholders. functions, collectively known as control management has delivered on the
Pay-for-performance is emphasised by functions, is weighted towards fixed corporate and individual objectives
linking total compensation to the compensation. The proportion of variable (details are not disclosed for strategic
achievement of organisational and or at risk compensation to the total and confidentiality reasons) and based
individual performance objectives, compensation increases with job grade on the evaluation, approves the
taking into consideration relevant seniority. At the senior management compensation for senior management
regulatory standards and comparative level, up to 50% of variable compensation and proposes the compensation for the
compensation in the market to maintain is deferred over a time period of three to CEO for the Boards approval. Financials
market competitiveness. four years in the form of share-based
long-term incentives.
With effect from 1 July 2015, the mix Short-term Incentives
of fixed and variable compensation for
employees was adjusted to align with the Fixed Compensation Short-term incentives take the form of an
remuneration mix in the financial services annual variable bonus for all employees
industry, arising from a comprehensive Fixed compensation comprises base excluding those participating in the sales
review of SGXs compensation salary, fixed allowances and an annual incentive plan, who will receive sales
framework to ensure greater alignment wage supplement. Base salary is pegged incentive payment based on achievement
Others
of its pay policies and practices with the to the 50th percentile of market pay data of sale targets. Each year, the RSDC
market and regulatory standards. Aon in the Singapore banking and financial reviews and approves the variable bonus
Hewitt (Singapore) Pte Ltd (Aon Hewitt) services industry. pool for distribution. The Management
consultants were engaged by the RSDC reviews and allocates variable bonus
to conduct the review. The annual salary review is in July of based on the individual performance
each year. The RSDC approves the salary of employees and their contributions
Aon Hewitt and its consultants are increment budget taking into account towards SGXs performance. The sales
independent and not related to any market trends and the profitability of incentive pool is generated by the
of our directors. SGX as a whole. achievement of sales targets and
74 Singapore Exchange
Remuneration
Report
Performance Overview
FY2013 to FY2016 Grants
Group Overview
The performance share awards will vest upon the achievement of respective performance targets over the performance period.
The performance targets were chosen as they are key financial measures that also drive alignment with shareholders interests.
Details of the performance share grants for FY2013 to FY2016 are as follows:
Summary of Grants
Grant Performance period Vesting Date Performance Targets
FY2013 1 July 2012 to 30 June 2015 1 September 2015 (1) ROE
FY2014 1 July 2013 to 30 June 2016 1 September 2016 (2) Absolute TSR
(3) Relative TSR against FTSE/MV TSR
(Details in Table B)
* Grant awarded to the former CEO, Mr Magnus Bcker on 30 June 2015 as part of his rewards for performance in FY2015.
+ +
Governance
ROE Absolute TSR* SGX TSR against FTSE/MV TSR
(Weight = 50%) (Weight = 25%) (Weight = 25%)
Payout Payout Payout
Performance Average (% of base Average (% of base Average (% of base
Level over 3FYs allocation) over 3FYs allocation) over 3FYs allocation)
Above Target 45.0% 150% 17.0% 150% 7.0% points 150%
At Target 40.0% 100% 13.0% 100% 4.5% points 100%
Threshold 35.0% 50% 10.0% 50% 2.0% points 50%
Below Threshold <35.0% Nil <10.0% Nil <2.0% points Nil
* Absolute TSR is benchmarked against the Cost of Equity of 10%.
Financials
Table B FY2016 Grant
+
EPS Growth Relative TSR against selected peers
(Weight = 50%) (Weight = 50%)
Payout Payout
3 FY (% of base Average (% of base
Performance Level CAGR (%) allocation) over 3FYs allocation)
Above Target 9.1% 150% 75th percentile of peers 150%
At Target 5.7% 100% 50th percentile of peers 100%
Others
The extent to which the performance share awards will vest could range from 0% to 150%, depending on the achievement of
performance targets in the respective performance periods. There shall be no award if the achievement falls below the threshold
performance level. For an achievement between the Threshold and Above Target performance levels, the payout percentage will be
pro-rated on a straight-line basis.
76 Singapore Exchange
Remuneration
Report
The SGX Deferred Long-Term The RSDC may decide to grant an award, conditional on the recipient remaining in
Incentives Scheme wholly or partly, in SGX shares or in cash service up to the specified vesting date.
(based on the market value of shares
The SGX Deferred Long-Term Incentives on vesting date) subject to a vesting Eligibility
Scheme (DLTIS) was approved by the schedule. Selected executives who have attained
RSDC in July 2006. the rank of Assistant Vice President and
The shares are vested in three equal above are eligible to be considered for
It recognises past contributions and instalments over a period of three years the award under the scheme.
services, and strengthens the Companys with the first instalment vesting one year
ability to reward and retain high- after grant date. Please refer to the Directors Statement
performing recipients whose on page 78 for the details of the share
contributions are essential to the Restrictions plans and grants to senior management
long-term growth of SGX. Unless otherwise decided by the RSDC, and staff.
the entitlement to the award is
The table below shows the gross remuneration of the Executive Director of SGX for the financial year ended 30 June 2016.
Bonus for Long-term Total gross
FY20161, 2 incentives Benefits-in-kind Remuneration
Executive Director Fixed pay1 $ $ $ $
Mr Loh Boon Chye 1,171,790 2,005,100 25,078 3,201,968
1 Includes Employer CPF Contribution.
2 The bonus was determined by the Board after taking into account the achievement of specific quantitative and qualitative targets and objectives set for FY2016.
Please refer to the Corporate Governance Report on page 54 for the details of the Non-Executive Directors remuneration.
The table below shows the gross remuneration of the five top-earning executives for the financial year ended 30 June 2016.
Bonus for Long-term Total gross
FY20161, 2 incentives3 Benefits-in-kind Remuneration
Executive Director Fixed pay1 $ $ $ $
Mr Muthukrishnan Ramaswami 508,284 903,900 682,135 3,484 2,097,803
Mr Chew Sutat 411,228 630,100 465,114 8,990 1,515,432
Mr Lawrence Wong 405,798 402,700 356,252 132,492 4 1,297,242
Mr Michael Syn 411,228 605,100 228,172 2,952 1,247,452
Mr Chng Lay Chew 582,288 391,400 224,007 3,194 1,200,889
1 Includes Employer CPF Contribution.
2 The bonuses for SGX senior management were determined by the RSDC after taking into account the achievement of the specific individual and organisational targets and
objectives set for FY2016.
3 Vesting of FY2013 PSP and DLTIS awards based on the fair value on grant date. The shares vested on 1 September 2015.
4 Includes allowances related to overseas posting.
Benefits
Benefits provided for employees are comparable with local market practices. These include medical, dental, and group insurances.
Annual Report 2016 77
Financials
Performance Overview
Group Overview
Value Creation & Sustainability
Governance
Contents
Financials Financials
Directors Statement 78
Independent Auditors Report 88
Statements of Comprehensive Income 93
Statements of Financial Position 94
Statements of Changes in Equity 95
Statement of Cash Flows 98
Notes to the Financial Statements 99
Others
78 Singapore Exchange
Directors Statement
For the financial year ended 30 June 2016
The directors present their statement to the shareholders together with the audited financial statements of Singapore
Exchange Limited (the Company or SGX) and its subsidiaries (the Group) for the financial year ended 30 June 2016.
(a) the financial statements set out on pages 93 to 152 are drawn up so as to give a true and fair view of the financial
position of the Group and of the Company as at 30 June 2016 and the financial performance, changes in equity of the
Group and of the Company, and the cash flows of the Group for the financial year ended on that date; 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.
Directors
The directors of the Company in office at the date of this statement are as follows:
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object
was to enable the directors of the Company to acquire benefits by means of an acquisition of shares in, or debentures of, the
Company or any other body corporate, other than as disclosed under Share plans in this statement.
(a) According to the register of directors shareholdings, none of the directors holding office at the end of the financial year
had any interest in the shares or debentures of the Company or its related corporations, except as follows:
(b) According to the register of directors shareholdings, none of the directors holding office at the end of the financial year
had interests in the shares of the Company granted pursuant to SGX Performance Share Plan and SGX Deferred Long-
Term Incentives Scheme.
(c) There was no change in any of the abovementioned interests in the Company or in related corporations between the end
of the financial year and 21 July 2016.
Directors Statement Annual Report 2016 79
Share plans
Performance Overview
The Company offers the following share plans to its employees:
All share plans are administered by the Remuneration & Staff Development Committee (RSDC).
Group Overview
22 September 2005. The share plan known as SGX PSP commenced on the date of adoption and had expired on
21 September 2015. On 23 September 2015, the new share plan, SGX PSP 2015, was adopted to replace SGX PSP.
The SGX Performance Share Plan recognises and rewards past contributions and services, and motivates key senior
management to ensure the long-term success of the Company.
Eligibility
Selected senior management who have attained the rank of Vice President, job grade 2 and above are eligible to
participate in the SGX Performance Share Plan.
Unless otherwise decided by the RSDC, the entitlement to this award is conditional on the participant remaining in
service up to the specified vesting date.
Restrictions
The total number of new SGX shares which may be issued pursuant to awards granted under SGX PSP or SGX PSP 2015
on any date, when added to the total number of new shares issued and issuable in respect of all awards granted under
SGX PSP or SGX PSP 2015, shall not exceed 10% of SGXs issued share capital on the day preceding the relevant date
Governance
of award.
For grants under SGX PSP, participants are required to retain 50% of the total number of shares that are released to
them for at least one calendar year from the vesting date. As for grants under SGX PSP 2015, the vesting period has been
extended to four years (instead of three years) and with that, any shares that have been released to the participants are
no longer subject to a retention period.
Other participants
Mr Magnus Bcker (3)(7) 174,500 174,500 (66,000) (108,500)
Ms Yeo Lian Sim (3)(9) 48,800 48,800 (18,400) (30,400)
Mr Robert Ian Caisley (6) 33,700 33,700 (12,700) (21,000)
Mr Benjamin Foo (10) 31,700
Mr Richard Teng Wee Chen (8) 30,000
702,000 640,300 (242,000) (398,300)
Other participants
Mr Magnus Bcker (3)(7) 161,100 161,100 161,100
Ms Yeo Lian Sim (3)(9) 45,500 45,500 45,500
Mr Robert Ian Caisley (6) 35,000 35,000 (35,000)
Mr Richard Teng Wee Chen (8) 31,500
Mr Timothy Utama (5) 28,700 28,700 (28,700)
753,900 710,500 (63,700) 646,800
Performance Overview
There were two grants in FY2015. The first grant of 687,300 SGX shares was granted on 15 August 2014. The number
of SGX shares to be awarded to each participant will be based on the achievement of certain prescribed performance
targets, over a three-year performance period from 1 July 2014 to 30 June 2017. The second grant of 124,300 SGX
shares was granted to Mr Magnus Bcker on 30 June 2015. The number of SGX shares to be awarded will be based
on the achievement of certain prescribed performance targets, over a three-year performance period from 1 July
2015 to 30 June 2018. The performance shares of the first grant and second grant will vest on 1 September 2017 and
1 September 2018 respectively.
Group Overview
Shares Balance Shares Balance
Participants (as defined under SGX granted at as at lapsed during as at
Performance Share Plan) grant date 01.07.2015 financial year 30.06.2016 (2)
EMCO members
Mr Muthukrishnan Ramaswami (3) 61,200 61,200 61,200
Mr Chew Sutat (3) 43,200 43,200 43,200
Mr Chng Lay Chew 34,200 34,200 34,200
Mr Syn Hsien-Min Michael 27,400 27,400 27,400
Mr Arulraj Maria Devadoss 21,600 21,600 21,600
Ms Agnes Koh (4) 15,300 15,300 15,300
Other participants
Mr Magnus Bcker (3)(7) 268,400 268,400 268,400
Mr Timothy Utama (3)(5) 45,000 45,000 (45,000)
Mr Robert Ian Caisley (6) 31,500 31,500 (31,500)
Mr Richard Teng Wee Chen (8) 25,900
811,600 785,700 (76,500) 709,200
Governance
(iv) FY2016 Grant under SGX PSP 2015
The number of SGX shares to be awarded to each participant will be based on the achievement of certain prescribed
performance targets, over a three-year performance period from 1 July 2015 to 30 June 2018. The performance
shares will vest on 1 September 2019.
Shares
granted Shares Balance
Participants (as defined under SGX during the lapsed during as at
Financials
Performance Share Plan) financial year financial year 30.06.2016 (2)
EMCO members
Mr Muthukrishnan Ramaswami (3) 53,600 53,600
Mr Chew Sutat (3) 37,800 37,800
Mr Syn Hsien-Min Michael (3) 34,700 34,700
Mr Chng Lay Chew 22,800 22,800
Ms Agnes Koh 15,100 15,100
Mr Arulraj Maria Devadoss 14,200 14,200
Other participants
Mr Timothy Utama (3)(5) 31,500 (31,500)
487,500 (31,500) 456,000
(vi) Summary of SGX Performance Share Plan under SGX PSP 2015
The summary of the total number of shares granted, lapsed, vested and outstanding as at 30 June 2016 are
as follows:
No shares were granted to employees of Associated Company (as defined under the SGX Performance Share Plan)
Performance Overview
since the commencement of SGX Performance Share Plan.
The number of shares vested during the financial year represents the level of achievement against the performance conditions. Overall
(1)
achievement for the grant was 62.2%. The number of shares vested to each participant is rounded to the nearest hundred shares.
Represents the number of shares required if participants are to be awarded at 100% of the grant. However, the shares to be awarded at the
(2)
vesting date may range from 0% to 150% of the grant, depending on the level of achievement against the performance conditions.
Ms Agnes Koh was appointed as a member of EMCO with effect from 1 July 2015. Her shares were previously grouped under Other staff.
(4)
Mr Timothy Utama resigned as SGXs Chief Operations and Technology Officer and his last day of service was 31 March 2016. All his unvested
(5)
Group Overview
shares lapsed at the end of his employment.
Mr Robert Ian Caisley resigned as SGXs Chief Information Officer and his last day of service was 31 December 2015. All his unvested shares
(6)
Mr Magnus Bckers contract as the Chief Executive Officer ended on 30 June 2015. Under his contract, he will continue to be eligible to
(7)
receive the grant at the vesting date, subject to the level of achievement against the performance conditions.
Mr Richard Teng Wee Chen resigned as SGXs Chief Regulatory Officer and his last day of service was 28 February 2015. All his unvested
(8)
Ms Yeo Lian Sim retired from her position as SGXs Chief Regulatory & Risk Officer and her last day of service was 31 December 2013. As
(9)
approved by the RSDC, she will continue to be eligible to receive the grant at the vesting date, subject to the level of achievement against the
(10)
Mr Benjamin Foo resigned as SGXs Head of Operations and his last day of service was 11 January 2013. All his unvested shares lapsed at the
end of his employment.
(11)
Mr Gan Seow Ann resigned as SGXs Co-President and his last day of service was 26 May 2012. All his unvested shares lapsed at the end of
his employment.
(12)
Mr Seck Wai Kwong resigned as SGXs Chief Financial Officer and his last day of service was 10 June 2011. All his unvested shares lapsed at
the end of his employment.
(13)
Mr Hsieh Fu Hua was SGXs former Chief Executive Officer and his contract ended on 30 November 2009.
Governance
(b) SGX Deferred Long-Term Incentives Scheme
The SGX Deferred Long-Term Incentives Scheme was approved by the RSDC in July 2006. It recognises past
contributions and services, and strengthens the Companys ability to reward and retain high-performing executives
and key senior employees.
Eligibility
Selected executives who have attained the rank of Assistant Vice President and above are eligible to be considered for
the award under the SGX Deferred Long-Term Incentives Scheme.
Financials
The RSDC may determine to grant an award, wholly or partly, in the form of SGX shares, which will be free of charge,
or in the form of cash. The amount released, if in the form of cash, is based on the market value of such shares on
vesting date.
Unless otherwise decided by the RSDC, the entitlement to the award is conditional on the Recipient remaining in service
up to the specified vesting date.
Others
84 Singapore Exchange
Other recipients
Mr Magnus Bcker (1)(5) 174,500 58,168 (58,168)
Ms Yeo Lian Sim (7) 48,800 16,268 (16,268)
Mr Robert Ian Caisley (4) 33,700 11,234 (11,234)
Mr Benjamin Foo (8) 31,700
Mr Richard Teng Wee Chen (6) 30,000
Total 1,044,400 307,172 (307,172)
Other recipient
Mr Magnus Bcker (1)(5) 161,100 107,400 (53,700) 53,700
Ms Yeo Lian Sim (7) 45,500 30,334 (15,166) 15,168
Mr Robert Ian Caisley (4) 35,000 23,334 (11,668) (11,666)
Mr Richard Teng Wee Chen (6) 31,500
Mr Timothy Utama (3) 28,700 19,134 (9,566) 9,568
Total 1,223,500 748,365 (12,968) (374,135) 361,262
Performance Overview
There were two awards in FY2015 in the form of SGX shares. The first award of 1,159,500 shares was awarded on
15 August 2014 which will vest in three equal instalments over a period of three years with the first instalment
vested on 1 September 2015. The second award of 124,300 SGX shares was awarded to Mr Magnus Bcker on
30 June 2015 which will vest in three equal instalments over a period of three years with the first instalment
vesting on 1 September 2016.
Group Overview
EMCO members
Mr Muthukrishnan Ramaswami 61,200 61,200 (20,400) 40,800
Mr Chew Sutat 43,200 43,200 (14,400) 28,800
Mr Chng Lay Chew 34,200 34,200 (11,400) 22,800
Mr Syn Hsien-Min Michael 27,400 27,400 (9,133) 18,267
Mr Arulraj Maria Devadoss 21,600 21,600 (7,200) 14,400
Ms Agnes Koh (2) 15,300 15,300 (5,100) 10,200
Governance
The FY2016 Award was in the form of SGX shares. The award will vest in three equal instalments over a period of
three years with the first instalment vesting on 1 September 2016.
Other recipient
Mr Timothy Utama (3) 31,500 31,500
Mr Robert Ian Caisley (4) 26,800 (26,800)
Others
Ms Agnes Koh was appointed as a member of EMCO with effect from 1 July 2015. Her shares were previously grouped under Other staff.
(2)
Mr Timothy Utama resigned as SGXs Chief Operations and Technology Officer and his last day of service was 31 March 2016. As approved by
(3)
the RSDC, he will continue to be eligible to receive the award at the vesting date.
Mr Robert Ian Caisley resigned as SGXs Chief Information Officer and his last day of service was 31 December 2015. All his unvested shares
(4)
Mr Magnus Bckers contract as the Chief Executive Officer ended on 30 June 2015. Under his contract, he will continue to be eligible to
(5)
Mr Richard Teng Wee Chen resigned as SGXs Chief Regulatory Officer and his last day of service was 28 February 2015. All his unvested
(6)
Ms Yeo Lian Sim retired from her position as SGXs Chief Regulatory & Risk Officer and her last day of service was 31 December 2013. As
(7)
approved by the RSDC, she will continue to be eligible to receive the award at the vesting date.
Mr Benjamin Foo resigned as SGXs Head of Operations and his last day of service was 11 January 2013. All his unvested shares lapsed at the
(8)
Audit Committee
Performance Overview
The Audit Committee comprises the following Non-Executive Directors at the date of this statement:
Based on the criteria prescribed in both the Securities and Futures (Corporate Governance of Approved Exchanges, Approved
Clearing Houses and Approved Holding Companies) Regulations 2005 (SFR 2005) and the Code of Corporate Governance 2012
(CCG 2012), all the Audit Committee members, except Lee Hsien Yang, are independent.
Group Overview
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Regulation
14(2) of the SFR 2005, the CCG 2012, and the SGX-ST Listing Manual. These functions include a review of the financial
statements of the Company and of the Group for the financial year and the independent auditors report thereon.
Accordingly, the Audit Committee has also undertaken a review of the nature and extent of non-audit services provided by
the firm acting as the auditor. In the opinion of the Audit Committee, these services would not affect the independence of the
auditor.
The Audit Committee has recommended to the Board that the independent auditor, PricewaterhouseCoopers LLP be
nominated for re-appointment at the forthcoming Annual General Meeting.
Independent auditor
The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment.
Governance
Mr Chew Choon Seng Mr Loh Boon Chye
Director Director
27 July 2016
Financials
Others
88 Singapore Exchange
Independent Auditors
Report
To the Members of Singapore Exchange Limited
Opinion
In our opinion, the accompanying financial statements of Singapore Exchange Limited (the Company) and its subsidiaries (the
Group) are properly drawn up in accordance with the provisions of the Companies Act, Chapter 50 (the Act) and Financial
Reporting Standards in Singapore (FRSs) so as to give a true and fair view of the financial position of the Group and of the
Company as at 30 June 2016, and of the financial performance and changes in equity of the Group and the Company, and the
cash flows of the Group, for the financial year ended on that date.
the statements of comprehensive income of the Group and of the Company for the year ended 30 June 2016;
the statements of financial position of the Group and of the Company as at 30 June 2016;
the statements of changes in equity of the Group and of the Company for the year then ended;
the statement of cash flows of the Group for the year then ended; and
the notes to the financial statements, including a summary of significant accounting policies.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code
of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the ethical
requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ACRA Code.
Materiality The overall group materiality that we used amounted to $20 million (rounded down to
the nearest million), which represents 5% of profit before tax for the financial year ended
30 June 2016. In determining materiality, both quantitative and qualitative factors were
considered.
Audit Scope Audit procedures were performed over the complete financial information of the Company
and the subsidiaries that are significant to the Group (significant components).
Performance Overview
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we considered where management made subjective judgements; for example, in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in
all of our audits, we also addressed the risk of management override of internal controls, including among other matters,
consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance
whether the financial statements are free from material misstatement due to fraud or error. Misstatements are considered
material if individually, or in aggregate, they could reasonably be expected to influence the economic decisions of users taken
Group Overview
on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the financial statements as
a whole. We determined overall group materiality for the Group financial statements as a whole to be $20 million (rounded
down to the nearest million), being 5% of profit before tax. We chose profit before tax as the benchmark because, in our view,
it reflects the underlying performance of the Group and it is one of the benchmarks that is commonly used by the users of
financial statements in evaluating the performance of the Group. In performing our audit, we allocated materiality levels, which
are less than the overall group materiality, to the significant components.
Audit Scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial
statements as a whole, taking into account the structure of the Group, the industry in which the Group operates, and the
accounting processes and controls. The Groups financial reporting process is dependent on its IT systems. Our audit scope
included testing the operating effectiveness of the controls over the integrity of key financial data processed through the IT
systems that are relevant to financial reporting.
Governance
We audited the complete financial information of the Company and each of the significant components. This, together with the
audit procedures performed at the Group level over group consolidation, goodwill, intangible asset, taxation and disclosures in
the financial statements, gave us the evidence we needed for our opinion on the financial statements as a whole.
Financials
Others
90 Singapore Exchange
Key Audit Matter How our audit addressed the key audit matter
Performance Overview
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the
provisions of the Act and FRSs, and for devising and maintaining a system of internal accounting controls sufficient to provide
reasonable assurance that assets are safeguarded against loss from unauthorised use of disposition; and transactions are
properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements
and to maintain accountability of assets.
In preparing the financial statements, management is responsible for assessing the Groups ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Group Overview
The directors responsibilities include overseeing the Groups financial reporting process.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Groups internal
control.
Governance
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
Conclude on the appropriateness of managements use of going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Groups ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditors report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and Financials
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.
Others
92 Singapore Exchange
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide directors with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in the
audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters
in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditors report is Mrs Deborah Ong (Ms Deborah Tan Yang Sock).
PricewaterhouseCoopers LLP
Public Accountants and Chartered Accountants
Statements of
Performance Overview
Comprehensive Income
For the financial year ended 30 June 2016
Group Overview
Note 2016 2015 2016 2015
$000 $000 $000 $000
Operating revenue
Equities and Fixed Income 4 405,763 401,552 11,465 11,084
Derivatives 4 325,304 295,791
Market Data and Connectivity 4 87,042 81,174 16,966 14,434
Management fees from subsidiaries 201,079 191,579
Dividends from subsidiaries 450,000 253,000
Operating revenue 818,109 778,517 679,510 470,097
Operating expenses
Governance
associated company 414,849 409,646 461,268 261,609
Share of results of associated company 23 1,112 1,903
Attributable to:
Equity holders of the Company 349,017 348,612 460,413 258,770
Total comprehensive income for the financial year 350,533 348,577 460,342 258,841
Statements of
Financial Position
For the financial year ended 30 June 2016
Non-current assets
Available-for-sale financial asset 16 44,956 50,956 44,956 50,956
Property, plant and equipment 17 62,030 61,169 46,765 52,395
Software 18 154,702 139,977 32,049 29,735
Intangible asset 19 25,556 26,462
Goodwill 20 9,614 9,614
Club memberships 287 287 287 287
Investments in subsidiaries 22 614,490 534,990
Investment in associated company 23 9,387 9,426 4,389 4,389
306,532 297,891 742,936 672,752
Liabilities
Current liabilities
Trade and other payables 24 1,012,652 718,326 370,892 419,115
Derivative financial instruments 15 66 84
Taxation 25 75,262 76,802 5,174 2,714
Provisions 26 9,775 9,433 6,677 6,172
1,097,755 804,645 382,743 428,001
Non-current liabilities
Trade and other payables 24 312 1,807
Deferred tax liabilities 25 17,836 18,764 3,928 5,687
18,148 20,571 3,928 5,687
Equity
Capital and reserves attributable to the
Companys equity holders
Share capital 27 426,445 428,568 426,445 428,568
Treasury shares 27 (12,855) (12,049) (12,855) (12,049)
Cash flow hedge reserve 2,152 146 71
Currency translation reserve (1,325) (835)
Securities clearing fund reserve 30 25,000 25,000
Derivatives clearing fund reserve 31 34,021 34,021
Share-based payment reserve 17,430 19,695 17,430 19,695
Retained profits 359,631 310,625 243,475 83,073
Proposed dividends 28 139,082 171,225 139,082 171,225
Total equity 989,581 976,396 813,577 690,583
Statements of Changes in Equity Annual Report 2016 95
Statements of
Performance Overview
Changes in Equity
For the financial year ended 30 June 2016
The Group
Group Overview
Cash Securities Derivatives Share-
flow Currency clearing clearing based
Share Treasury hedge translation fund fund payment Retained Proposed
Note capital shares reserve* reserve* reserve* reserve* reserve* profits dividends Total
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
2016
Balance at 1 July 2015 428,568 (12,049) 146 (835) 25,000 34,021 19,695 310,625 171,225 976,396
Dividends paid
Financial year 2015
Final dividend (171,225) (171,225)
Financial year 2015
Under provision of final
dividend (232) (232)
Governance
Total comprehensive income for
the financial year 2,006 (490) 349,017 350,533
Balance at 30 June 2016 426,445 (12,855) 2,152 (1,325) 25,000 34,021 17,430 359,631 139,082 989,581
These reserves are not available for distribution as dividends to the equity holders of the Company.
*
The tax effect relates to the deferred tax benefit/(liability) on the difference between consideration paid for treasury shares and variable share-based
**
payment expense.
Financials
Others
96 Singapore Exchange
Statements of
Changes in Equity (continued)
For the financial year ended 30 June 2016
Balance at 30 June 2015 428,568 (12,049) 146 (835) 25,000 34,021 19,695 310,625 171,225 976,396
These reserves are not available for distribution as dividends to the equity holders of the Company.
*
The tax effect relates to the deferred tax benefit/(liability) on the difference between consideration paid for treasury shares and variable share-based
**
payment expense.
Statements of Changes in Equity Annual Report 2016 97
Statements of
Performance Overview
Changes in Equity (continued)
For the financial year ended 30 June 2016
The Company
Group Overview
Cash Share-
flow based
Share Treasury hedge payment Retained Proposed
Note capital shares reserve * reserve * profits dividends Total
$000 $000 $000 $000 $000 $000 $000
2016
Balance at 1 July 2015 428,568 (12,049) 71 19,695 83,073 171,225 690,583
Dividends paid
Financial year 2015 Final dividend (171,225) (171,225)
Financial year 2015 Under provision
Governance
(2,123) (806) (2,265) (300,011) (32,143) (337,348)
Total comprehensive income for
the financial year (71) 460,413 460,342
2015
Balance at 1 July 2014 428,332 (13,865) 16,116 124,233 171,184 726,000
Dividends paid
Financial year 2014 Final dividend (171,184) (171,184)
Financial year 2014 Under provision Financials
of final dividend (178) (178)
Financial year 2015 Interim dividends 28 (128,527) (128,527)
Proposed dividend
Financial year 2015 Final dividend 28 (171,225) 171,225
Employee share plan Value of
employee services 5 13,792 13,792
Vesting of shares under sharebased
remuneration plans 27(a) 236 9,977 (10,213)
Purchase of treasury shares 27(a) (8,025) (8,025)
Others
These reserves are not available for distribution as dividends to the equity holders of the Company.
*
The tax effect relates to the deferred tax benefit/(liability) on the difference between consideration paid for treasury shares and variable share-based
**
payment expense.
98 Singapore Exchange
Statement 0f
Cash Flows
For the financial year ended 30 June 2016
The Group
Note 2016 2015
$000 $000
Cash flows from operating activities
Profit before tax and share of results of associated company 414,849 409,646
Adjustments for:
- Depreciation and amortisation 9 59,855 57,273
- Variable share-based payment 5 7,903 13,792
- Impairment loss on available-for-sale financial asset 16 6,000
- Net write-off of property, plant and equipment and software 8 165
- Interest income 10 (9,445) (5,317)
- Dividend income from other investments 10 (1,327) (415)
- Net gain on disposal of property, plant and equipment and software 8 (43)
Operating cash flow before working capital change 477,957 474,979
Notes to the
Performance Overview
Financial Statements
For the financial year ended 30 June 2016
These notes form an integral part of and should be read in (b) Group accounting
Group Overview
conjunction with the accompanying financial statements.
(1) Subsidiaries
(i) Consolidation
1. General
Subsidiaries are entities over which the Group has
control. The Group controls an entity when it is
The Company is incorporated and domiciled in
exposed to, or has rights to, variable returns from
Singapore. On 23 November 2000, the Company was
its involvement with the entity and has the ability
admitted to the Official List of Singapore Exchange
to affect those returns through its power over the
Securities Trading Limited (SGX-ST). The address of
entity. Subsidiaries are consolidated from the date
the registered office is:
when control is transferred to the Group and cease to
be consolidated on the date when that control ceases.
Governance
corporations, provision of contract processing and
Non-controlling interest is that part of the net
technology connectivity services. The principal activities
results of operations and of net assets of a
of the subsidiaries are set out in Note 22 to the financial
subsidiary attributable to interests which are not
statements. There has been no significant change in the
owned directly or indirectly by the equity holders
principal activities of the Company and its subsidiaries
of the Company. They are shown separately in the
during the financial year.
consolidated statement of comprehensive income,
statement of changes in equity and statement of
financial position. Total comprehensive income is
2. Significant accounting policies
attributed to the non-controlling interest based on
their respective interests in a subsidiary, even if
(a) Basis of preparation
this results in the non-controlling interests having a
These financial statements have been prepared deficit balance. Financials
in accordance with Singapore Financial Reporting
Standards (FRS) under the historical cost convention Please refer to Note 2(p) for the Companys
except as disclosed in the accounting policies accounting policy on investments in subsidiaries.
below. The preparation of financial statements in
conformity with FRS requires the use of estimates (ii) Acquisitions
and assumptions, based on managements best
The acquisition method of accounting is used to
knowledge, that affect the reported amounts of assets
account for business combinations by the Group.
and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
The consideration transferred for the acquisition
reported amounts of revenues and expenses during the
Others
Foreign currency monetary assets and liabilities are been enacted or substantially enacted by the balance
Performance Overview
translated into the functional currency at the rates sheet date.
of exchange at the balance sheet date. Currency
translation differences are recognised in profit or loss. Deferred income tax is provided in full, using the
liability method, on temporary differences arising
Non-monetary items measured at fair values in foreign between the tax bases of assets and liabilities and their
currencies are translated using the exchange rates at carrying amounts in the financial statements.
the date when the fair values are determined.
Deferred income tax assets and liabilities are
The results and financial position of foreign operations measured at:
and associates that have a functional currency different
from the presentation currency are translated into the (i) the tax rates that are expected to apply when the
Group Overview
presentation currency as follows: related deferred income tax asset is realised or the
deferred income tax liability is settled, based on
(i) Assets and liabilities are translated at the closing tax rates and tax laws that have been enacted or
exchange rates at the reporting date; substantially enacted by the balance sheet date; and
(ii) Revenue and expenses are translated at average (ii) the tax consequence that would follow from the
exchange rates; and manner in which the Group expects, at the balance
sheet date, to recover or settle the carrying
(iii) All resulting currency translation differences are amounts of its assets and liabilities.
recognised in other comprehensive income and
accumulated in the currency translation reserve. Deferred tax assets are recognised to the extent that it
Governance
The Group recognises revenue when the amount of loss on a straight-line basis over the lease period.
revenue and related cost can be reliably measured
and it is probable that the collectability of the related When an operating lease is terminated before the
receivables is reasonably assured. The recognition expiry of the lease period, any payment required to be
criteria below must be met before revenue is made to the lessor by way of penalty is recognised as
recognised: an expense in the financial year in which the lease
is terminated.
(i) securities clearing revenue, equity and
commodities revenue, net of rebates, on a due date (g) Government grants
basis;
Grants from the government are recognised as a
Financials
receivable at their fair value when there is reasonable
(ii) listing revenue, collateral management, licence,
assurance that the grant will be received and the
membership revenue, connectivity revenue and
Group will comply with all the attached conditions.
rental income on a time proportion basis;
Government grants relating to expenses are offset
against the related expenses. Government grants
(iii) access revenue, market data revenue, post trade
relating to assets are deducted against the carrying
services revenue, corporate actions and other
amount of the assets.
revenue, management fees, when the services are
rendered;
(h) Employee benefits
(iv) interest income, on a time proportion basis using Employee benefits are recognised as employee
the effective interest method; and compensation expense when they are due, unless they
Others
2. Significant accounting policies (continued) amortised cost had no impairment been recognised in
prior periods.
(h) Employee benefits (continued)
(k) Available-for-sale financial assets
(2) Employee leave entitlement
Available-for-sale financial assets are initially
Employee entitlements to annual leave are recognised recognised at fair value plus transaction costs and are
when they accrue to employees. A provision is made subsequently carried at fair value. Purchase and sales
for the estimated liability for annual leave as a result of available-for-sale financial assets are recognised on
of services rendered by employees up to the balance trade date, on which the Group commits to purchase
sheet date. or sell the asset. Investments are derecognised when
the rights to receive cash flows from the available-
(3) Share-based compensation for-sale financial assets have expired or all risks and
rewards of ownership have been transferred. Changes
The fair value of employee services received in
in fair values of available-for-sale equity securities
exchange for equity-settled share-based remuneration
are recognised in the fair value reserve, together with
plans granted to employees is recognised as share-
the related currency translation differences. The fair
based payment to employees in profit or loss with a
value of available-for-sale financial assets not traded
corresponding increase in the share-based payment
in an active market are determined by using valuation
reserve over the vesting period. The amount is
techniques, such as discounted cash flow analysis.
determined by reference to the fair value of the shares
on grant date and the expected number of shares to be
Dividends on available-for-sale financial assets are
vested on vesting date.
recognised in profit or loss when the right to receive
payment is established.
At the end of each financial reporting period, the
Company revises its estimates of the expected number
When available-for-sale financial assets are sold,
of shares that the participants are expected to receive.
the difference between the carrying amount and the
Any changes to the expected number of shares to be
sales proceeds is recognised in the profit or loss. The
vested will entail a corresponding adjustment to the
accumulated fair value adjustments recognised in the
share-based payment to employees and share-based
fair value reserve within equity are reclassified to
payment reserve.
profit or loss.
Upon vesting of a share-based compensation plan, the
The Group assesses at each balance sheet date whether
portion of share-based payment previously recognised
there is objective evidence that the available-for-sale
in the share-based payment reserve is reversed against
financial assets are impaired. A significant or prolonged
treasury shares. Differences between share-based
decline in the fair value of the available-for-sale financial
payment and cost of treasury shares are taken to the
asset below its cost is considered an indicator that the
share capital of the Company.
available-for-sale financial asset is impaired. When there
is objective evidence that an available-for-sale financial
(i) Cash and cash equivalents
asset is impaired, the cumulative loss that has been
Cash and cash equivalents include cash on hand recognised directly in the fair value reserve is removed
and deposits with banks which are subject to an from the fair value reserve within equity and recognised
insignificant risk of change in value. in profit or loss. The cumulative loss is measured as the
difference between the acquisition cost and the current
(j) Trade and other receivables fair value, less any impairment loss on that available-for-
sale financial asset previously recognised in profit or loss.
Trade and other receivables are recognised on the
Impairment losses previously recognised in profit or loss
date they are originated and initially at fair value
on available-for-sale financial assets are not reversed
and subsequently measured at amortised cost using
through profit or loss.
the effective interest method, less an allowance for
impairment. An allowance for impairment of trade
and other receivables is recognised when there is (l) Property, plant and equipment
objective evidence that the Group will not be able to
(1) Property, plant and equipment
collect amounts due according to the original terms
of the receivables. The amount of the allowance is Property, plant and equipment are initially recognised at
the difference between the assets carrying amount cost and subsequently stated at cost less accumulated
and the present value of estimated future cash flows, depreciation and accumulated impairment losses.
discounted at the original effective interest rate and is
recognised in profit or loss. (2) Components of costs
The cost of property, plant and equipment includes
The allowance for impairment loss is reduced through
expenditure that is directly attributable to the
profit or loss in a subsequent period when the amount
acquisition and bringing the asset to the condition
of impairment loss decreases and the related decrease
necessary for it to be capable of operating in the
can be objectively measured. The carrying amount of
manner intended by management. Cost also includes
the asset previously impaired is increased to the extent
any fair value gains or losses on qualifying cash flow
that the new carrying amount does not exceed the
hedges of property, plant and equipment that are
Notes to the Financial Statements Annual Report 2016 103
transferred from the hedging reserve. Dismantlement, specifications, and which can be reliably measured, are
Performance Overview
removal or restoration costs are included as part of the recognised as a capital improvement and added to the
cost of property, plant and equipment if the obligation original cost of the software.
for dismantlement, removal or restoration is required
to be incurred for the purpose of acquiring and using Computer software costs and acquired computer
the asset. software licences are stated at cost less accumulated
amortisation and accumulated impairment losses.
(3) Depreciation of property, plant and equipment These costs are amortised using the straight-line
method over their estimated useful lives, a period not
No depreciation is provided on work-in-progress.
exceeding 7 years. Where an indication of impairment
exists, the carrying amount is assessed and written
Depreciation is calculated on a straight-line basis to
down immediately to its recoverable amount.
allocate the cost of property, plant and equipment over
Group Overview
their expected useful lives as follows:
The period and method of amortisation of the software
are reviewed at least at each financial year end. The
Useful lives effects of any revision of the amortisation period or
Leasehold improvements 1 to 7 years or lease term, method are included in profit or loss for the period in
whichever is shorter which the changes arise.
Furniture, fittings and 3 to 10 years
office equipment (n) Intangible asset
Computer hardware 1 to 7 years
Motor vehicles 5 years Intangible asset comprises the right to operate the
Singapore electricity spot market that is initially
Fully depreciated assets still in use are retained in the recognised at cost and is subsequently carried at
Governance
and equipment that has already been recognised is (o) Goodwill on acquisitions
added to the carrying amount of the asset only when it
is probable that future economic benefits, in excess of Goodwill on acquisitions of subsidiaries on or
the originally assessed standard of performance of the after 1 January 2010 represents the excess of the
existing asset, will flow to the Group and the cost can consideration transferred, the amount of any non-
be reliably measured. All other repair and maintenance controlling interest in the acquiree and the acquisition-
expenses are recognised in profit or loss when incurred. date fair value of any previously-held equity interest in
the acquiree over the fair value of the net identifiable
(5) Disposal assets acquired.
On disposal or retirement of a property, plant and Goodwill on acquisition of subsidiaries and associated
equipment, the difference between the net disposal
Financials
companies prior to 1 January 2010 represents the
proceeds and its carrying amount is recognised in profit excess of the cost of an acquisition over the fair value
or loss. of the Groups share of the identifiable net assets
acquired.
(m) Software
Costs recognised are directly associated with Goodwill on subsidiaries is recognised separately in the
identifiable software controlled by the Group that statement of financial position and carried at cost less
generate economic benefits exceeding costs beyond accumulated impairment losses.
one year. Cost also includes any fair value gains or
losses on qualifying cash flow hedges of computer Goodwill on associated companies is included in the
software that are transferred from the hedging reserve. carrying amount of the investments.
Others
For the purpose of impairment testing of goodwill, Trade and other payables are initially measured at fair
goodwill is allocated to each of the Groups cash- value, and subsequently measured at amortised cost,
generating-units (CGU) expected to benefit from using the effective interest method.
synergies arising from the business combination. A
CGU is the smallest identifiable group of assets that (s) Offsetting financial instruments
generate cash inflows that are largely independent of
Financial assets and liabilities are offset and the net
the cash inflows from other assets or group of assets.
amount reported in the balance sheet when there is
An impairment loss is recognised when the carrying
a legally enforceable right to offset and there is an
amount of a CGU, including the goodwill, exceeds the
intention to settle on a net basis or realise the asset and
recoverable amount of the CGU. Recoverable amount
settle the liability simultaneously.
of a CGU is the higher of the CGUs fair value less cost
to sell and value-in-use.
(t) Provisions
The total impairment loss of a CGU is allocated first to Provisions are recognised when the Group has a legal
reduce the carrying amount of goodwill allocated to the or constructive obligation as a result of past events, it is
CGU and then to the other assets of the CGU pro-rata probable that an outflow of resources will be required
on the basis of the carrying amount of each asset in to settle the obligation, and a reliable estimate of the
the CGU. amount of the obligation can be made. Changes in the
estimated amount are recognised in profit or loss when
An impairment loss on goodwill is recognised as an the changes arise.
expense and is not reversed in a subsequent period.
(u) Derivative financial instruments and hedging activities
(2) Property, plant and equipment A derivative financial instrument is initially recognised
Software at its fair value on the date the contract is entered
Intangible assets into and is subsequently carried at its fair value.
Investments in subsidiaries and associated companies The method of recognising the resulting gain or loss
depends on whether the derivative is designated as a
Property, plant and equipment, software, intangible
hedging instrument, and if so, the nature of the item
assets and investments in subsidiaries and associated
being hedged.
companies are reviewed for impairment whenever
there is any objective evidence or indication that the
The Group documents at the inception of the
carrying amount may not be fully recoverable. An
transaction the relationship between the hedging
impairment loss is recognised for the amount by which
instruments and hedged items, as well as its risk
the assets carrying amount exceeds its recoverable
management objective and strategies for undertaking
amount, which is the higher of an assets net selling
various hedge transactions. The Group also documents
value and its value in use. The impairment loss is
its assessment, both at hedge inception and on an
recognised in profit or loss.
ongoing basis, on whether the derivatives designated
Notes to the Financial Statements Annual Report 2016 105
as hedging instruments are highly effective in offsetting Final dividends are transferred from retained profits to
Performance Overview
changes in fair value or cash flows of the hedged items. a proposed dividend reserve when they are proposed
by the directors. The amount will be transferred from
Derivatives that are designated as hedging instrument the proposed dividend reserve to dividend payable
are designated by the Group as cash flow hedge. Fair when the dividends are approved by the shareholders.
value changes on derivatives that are not designated or
do not qualify for hedge accounting are recognised in (x) Segment reporting
profit or loss when the changes arise.
Operating segments are reported in a manner consistent
with the internal reporting provided to the executive
Currency forwards cash flow hedge
committee who are responsible for allocating resources
The Group has entered into currency forwards that and assessing performance of the operating segments.
qualify as cash flow hedges against highly probable
Group Overview
forecasted transactions in foreign currencies. The 3. Critical accounting estimates and judgments
fair value changes on the effective portion of the
currency forwards designated as cash flow hedges are Estimates and judgments are regularly evaluated based
recognised in the hedging reserve and transferred to on historical experience, current circumstances and
either the cost of a hedged non-monetary asset upon expectations of future events. The following provides
acquisition or profit or loss when the hedged forecast a description of the areas involving a higher degree of
transactions are recognised. judgment or complexity, or areas where assumptions
and estimates are significant to the financial
The fair value of currency forward contracts purchased statements:
or sold is based on the quoted bid price or offer price
respectively at the balance sheet date. The notional (a) Available-for-sale financial asset
Governance
appropriate methodology and amortised over the
Ordinary shares are classified as equity.
estimated useful life. The valuation and useful life
are based on managements best estimates of future
When any entity within the Group purchases the
performance and periods over which value from the
Companys ordinary shares (treasury shares), the
intangible asset will be realised (Note 2(n) and Note
consideration paid, including any directly attributable
19). Management reassess the estimated useful life at
incremental costs, net of income taxes, is deducted
each period end, taking into account the period over
from equity attributable to the Companys equity
which the intangible asset is expected to generate
holders and presented as treasury shares within
future economic benefit. Intangible asset is tested for
equity, until they are cancelled, sold or reissued.
impairment in accordance with Note 2(q)(2).
Financials
When treasury shares are cancelled, the cost of the
(c) Goodwill
treasury shares is deducted against the share capital
account, if the shares are purchased out of capital of Goodwill is tested for impairment in accordance with
the Company, or against the retained profits of the Note 2(q)(1). The recoverable amount of goodwill is
Company, if the shares are purchased out of profits of based on value-in-use calculation using discounted
the Company. cash flow model and managements best estimate of
expected future cash flows, long term growth rate and
When treasury shares are subsequently sold or discount rate (Note 20).
reissued pursuant to the share-based remuneration
plan, the cost of the treasury shares is reversed from
the treasury share account and the realised gain or
Others
(w) Dividends
Interim dividends are deducted from retained
profits during the financial year in which they are
declared payable.
106 Singapore Exchange
4. Operating revenue
Issuer Services
Listing 46,668 51,570
Corporate actions and other 35,882 36,011
82,550 87,581
Securities Trading and Clearing (previously
known as Securities)
Securities clearing 158,547 163,540
Access 37,589 37,675
Collateral management, membership and other 8,871 8,101
205,007 209,316
Post Trade Services (previously known as
Depository services)
Securities settlement 93,803 81,267
Contract processing 15,943 15,991 11,465 11,084
Depository management 8,460 7,397
118,206 104,655 11,465 11,084
5. Staff
The remuneration of key management under the employment of the Group and the Company are included in staff costs.
Refer to Note 38 on key managements remuneration.
Notes to the Financial Statements Annual Report 2016 107
6. Technology
Performance Overview
The Group The Company
2016 2015 2016 2015
$000 $000 $000 $000
System maintenance and rental 71,782 62,100 39,759 33,575
Depreciation and amortisation 51,869 50,593 18,080 17,835
Communication charges 4,195 3,218 3,397 2,782
127,846 115,911 61,236 54,192
7. Premises
Group Overview
The Group The Company
2016 2015 2016 2015
$000 $000 $000 $000
Rental and maintenance of premises 17,765 16,791 13,109 12,341
Depreciation of furniture and fittings and
leasehold improvements 6,969 5,851 6,871 5,754
24,734 22,642 19,980 18,095
Governance
Regulatory fee 4,159 3,524 400 425
Services from price vendors 3,274 2,649 1,044 1,123
Credit facilities fees 842 856 455 443
Amortisation of intangible asset 906 678
Miscellaneous 4,835 6,263 6,689 5,758
27,965 28,025 14,646 14,619
9. Operating profit
Financials
2016 2015 2016 2015
$000 $000 $000 $000
Operating profit is arrived after:
Charging:
Audit services by auditor of the Company 692 628 243 241
Other services by auditor of the Company 331 59 233 35
Rental of Technology equipment - operating lease 1,898 2,914 1,226 1,355
Rental of premises - operating lease 22,368 20,755 15,820 15,599
Provision for unutilised leave 587 1,165 500 1,012
Depreciation and amortisation 59,855 57,273 25,062 23,740
Others
And crediting:
Grants from government schemes and agencies 76 119 76 119
Collateral management revenue on collateral balances held
in trust (net) 49,266 39,923
108 Singapore Exchange
Weighted average number of ordinary shares in issue for basic earnings per share (000) 1,070,925 1,070,745
Adjustments for:
Shares granted under SGX performance share plans and deferred long-term incentives
schemes (000) 2,873 3,465
Weighted average number of ordinary shares for diluted earnings per share (000) 1,073,798 1,074,210
Basic earnings per share is calculated by dividing the net profit attributable to the equity holders of the Company by the
weighted average number of ordinary shares in issue during the year.
For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares in issue is
adjusted for the effects of all dilutive potential ordinary shares. Shares granted under the SGX performance share plans
and the deferred long-term incentives schemes have potential dilutive effect on ordinary shares. The adjustment made
represents the number of shares expected to vest under the SGX performance share plans and the defered long-term
incentives schemes.
Notes to the Financial Statements Annual Report 2016 109
Performance Overview
The Group The Company
2016 2015 2016 2015
$000 $000 $000 $000
Cash at bank and on hand 66,078 43,531 4,525 10,207
Fixed deposits with banks 800,228 806,371 436,200 426,230
866,306 849,902 440,725 436,437
For the purpose of presenting the statement of cash flows, the cash and cash equivalents comprise the following:
The Group
Group Overview
2016 2015
$000 $000
Cash and cash equivalents per statement of cash flows 598,083 632,601
Add: Cash committed for
Singapore Exchange Derivatives Clearing Limited (SGX-DC) Clearing Fund (Note 31) 200,021 150,021
Securities Clearing Fund (Note 30) 60,000 60,000
National Electricity Market of Singapore (NEMS) (Note 14) 8,202 7,280
Cash and cash equivalents (as above) 866,306 849,902
The Security Clearing Fund contributed by The Central Depository (Pte) Limited ("CDP") is presented as part of cash and
Governance
(a) Trade receivables comprise:
Receivables from clearing members and settlement banks
Daily settlement of accounts for due contracts and rights 762,878 416,330
Receivables under NEMS (Note 14) 81,702 134,122
Other trade receivables 61,621 74,113 5,261 4,436
906,201 624,565 5,261 4,436
Less: Allowance for impairment of trade receivables (Note 39) (1,668) (1,654) (1) (5)
904,533 622,911 5,260 4,431
The receivables from clearing members and settlement banks represent the net settlement obligations to CDP.
The corresponding net settlement obligations from CDP to the clearing members and settlement banks are disclosed Financials
in Note 24(a).
Staff advances 16 30 4 6
Others (non-trade) 1,295 410 683 31
25,448 30,597 11,327 10,565
110 Singapore Exchange
The Energy Market Company Pte Ltd (EMC) has cash, receivables and payables in respect of sale of electricity to market
participants and purchase of electricity and ancillary services from market participants in the NEMS as follows:
The Group
2016 2015
$000 $000
(b) Adjustments to balances arising from post-transaction changes in metering data or dispute over final
settlement statements
EMC acts as an administrator in the NEMS. In the NEMS, the Market Support Services Licensee (MSSL) is responsible for
the provision and accuracy of the metering data, which is used in calculation of settlements.
Under the Market Rules, transactions must be settled based on final settlement invoices. Subsequent to the final
settlement date and up to 253 trading days from the trading day, EMC may, however be advised by the MSSL on the
changes to the metering data and the quantities of electricity traded.
In addition, the market participants may dispute over final settlement statements. These will result in adjustments to
the settlement amounts due to/from the market participants. Any adjustments to be made after the issue of the final
settlement invoices shall be included in the preliminary settlement statement issued immediately following the resolution
of disputes.
Notes to the Financial Statements Annual Report 2016 111
Performance Overview
The table below sets out the notional principal amounts of the outstanding currency forward contracts of the Group and
their corresponding fair values at the balance sheet date:
Group Company
Fair value Fair value
Contract Contract
notional notional
amount Asset Liability amount Asset Liability
$000 $000 $000 $000 $000 $000
2016
Group Overview
Cash-flow hedges
Currency forwards 82,830 2,665 (66)
2,665 (66)
2015
Cash-flow hedges
Currency forwards 44,031 311 (84) 1,614 86
311 (84) 86
As at 30 June 2016, the settlement dates on currency forward contracts range between 1 month and 9 months (2015: 1
Currency forwards designated as cash flow hedges are entered to hedge highly probable forecast transactions
denominated in United States Dollar (USD), Japanese Yen (JPY) and Euro (EUR). The currency contracts have
maturity dates that coincide within the expected occurrence of these transactions. Gains and losses recognised in the
cash flow hedge reserve prior to the occurrence of these transactions are reclassified to profit or loss in the month
during which the hedged forecast transaction affects the profit or loss. Gains and losses of currency forwards used to
hedge highly probable forecast foreign currency purchases of property, plant and equipment and software transactions
are included in the cost of the assets and recognised in the profit or loss over their estimated useful lives as part of
depreciation expenses.
Governance
16. Available-for-sale financial asset
The fair value of the unlisted equity security was determined using the discounted cash flow model. Key inputs of the Financials
computation are as follows:
Long term growth rate 6.5% (2015: 7.5%) Long term growth rate of the Indian economy
Discount rate 13.5% (2015: 13.5%) Cost of capital to operate an exchange in India
Others
During the financial year, the Group and the Company recognised an impairment loss of $6,000,000 (2015: Nil) against
the unlisted equity security. The impairment arose mainly due to a decline in the fair value of the equity security and
depreciation of the Indian Rupee (INR) against the SGD.
The estimated fair value is sensitive to any change in key inputs to the valuation model such as future cash flows, long
term growth rate and discount rate. A sensitivity analysis of the key inputs has been included in Note 39.
112 Singapore Exchange
Furniture,
fittings
Leasehold and office Computer Motor Work-in-
improvements equipment hardware vehicles progress(a) Total
$000 $000 $000 $000 $000 $000
The Group
2016
Cost
At 1 July 2015 33,719 6,717 55,071 750 8,221 104,478
Reclassification 1,222 29 5,370 (6,621)
Additions 433 601 2,390 15,388 18,812
Disposals (1,867) (259) (6,142) (403) (8,671)
At 30 June 2016 33,507 7,088 56,689 750 16,585 114,619
Accumulated depreciation
At 1 July 2015 6,721 1,176 34,773 639 43,309
Depreciation charge(b) 5,959 1,257 10,138 111 17,465
Disposals (1,790) (256) (6,139) (8,185)
At 30 June 2016 10,890 2,177 38,772 750 52,589
2015
Cost
At 1 July 2014 22,614 5,426 45,522 750 16,194 90,506
Acquisition of subsidiary (Note 21) 108 10 3,716 3,834
Reclassification 10,097 958 4,664 (15,719)
Additions 900 329 2,401 7,746 11,376
Disposals (6) (1,232) (1,238)
At 30 June 2015 33,719 6,717 55,071 750 8,221 104,478
Accumulated depreciation
At 1 July 2014 1,677 99 26,754 488 29,018
Depreciation charge(b) 5,044 1,083 9,251 151 15,529
Disposals (6) (1,232) (1,238)
At 30 June 2015 6,721 1,176 34,773 639 43,309
Furniture,
Performance Overview
fittings
Leasehold and office Computer Motor Work-in-
improvements equipment hardware vehicles progress(a) Total
$000 $000 $000 $000 $000 $000
The Company
2016
Cost
At 1 July 2015 33,489 6,630 39,914 750 3,797 84,580
Reclassification 971 1,970 (2,941)
Additions 345 535 1,594 6,823 9,297
Disposals (92) (27) (28) (54) (201)
Group Overview
At 30 June 2016 34,713 7,138 43,450 750 7,625 93,676
Accumulated depreciation
At 1 July 2015 6,645 1,157 23,744 639 32,185
Depreciation charge(b) 5,900 1,218 7,644 111 14,873
Disposals (92) (27) (28) (147)
At 30 June 2016 12,453 2,348 31,360 750 46,911
Accumulated depreciation
Governance
At 1 July 2014 1,673 99 16,845 488 19,105
Depreciation charge(b) 4,972 1,058 7,668 151 13,849
Disposals (769) (769)
At 30 June 2015 6,645 1,157 23,744 639 32,185
(a)
Work-in-progress comprises mainly systems infrastructure under development and leasehold improvements
under construction.
Financials
(b)
Depreciation of leasehold improvements in SGXs data centres amounting to $247,000 (2015: $276,000) is classified as
depreciation and amortisation expense under Technology cost for both Group and Company. Others
114 Singapore Exchange
18. Software
Work-in-
Software progress Total
$000 $000 $000
The Group
2016
Cost
At 1 July 2015 273,097 67,577 340,674
Reclassification 40,029 (40,029)
Additions 15,963 40,356 56,319
Write-off (20,441) (110) (20,551)
At 30 June 2016 308,648 67,794 376,442
Accumulated amortisation
At 1 July 2015 200,697 200,697
Amortisation charge 41,484 41,484
Write-off (20,441) (20,441)
At 30 June 2016 221,740 221,740
2015
Cost
At 1 July 2014 247,699 23,957 271,656
Acquisition of subsidiary (Note 21) 3,724 743 4,467
Reclassification 14,019 (14,019)
Additions 8,086 56,896 64,982
Write-off (431) (431)
At 30 June 2015 273,097 67,577 340,674
Accumulated amortisation
At 1 July 2014 160,062 160,062
Amortisation charge 41,066 41,066
Write-off (431) (431)
At 30 June 2015 200,697 200,697
Work-in-
Performance Overview
Software progress Total
$000 $000 $000
The Company
2016
Cost
At 1 July 2015 65,278 1,797 67,075
Reclassification 755 (755)
Additions 2,101 10,402 12,503
Write-off (2,965) (2,965)
At 30 June 2016 65,169 11,444 76,613
Group Overview
Accumulated amortisation
At 1 July 2015 37,340 37,340
Amortisation charge 10,189 10,189
Write-off (2,965) (2,965)
At 30 June 2016 44,564 44,564
2015
Accumulated amortisation
At 1 July 2014 27,547 27,547
Amortisation charge 9,891 9,891
Governance
Write-off (98) (98)
At 30 June 2015 37,340 37,340
The Group
2016 2015
$000 $000
Cost Financials
Beginning of financial year 27,140
Addition (Note 21(c)) 27,140
Balance at end of financial year 27,140 27,140
Accumulated amortisation
Beginning of financial year 678
Amortisation charge (Note 8) 906 678
Balance at end of financial year 1,584 678
Others
The intangible asset is the right to operate the Singapore electricity spot market arising from the acquisition of
EMC (Note 21).
No impairment loss has been recognised as there is no objective evidence or indication that the carrying amount may not
be fully recoverable as at 30 June 2016 (2015: Nil).
116 Singapore Exchange
20. Goodwill
The Group
2016 2015
$000 $000
Beginning of financial year 9,614
Acquisition of subsidiary (Note 21(c)) 9,614
Balance at end of financial year 9,614 9,614
The goodwill relates to the acquisition of EMC, a subsidiary operating the Singapore electricity spot market.
The recoverable amount of the goodwill was determined based on value-in-use calculation using the discounted cash
flow model. Key inputs of the computation are as follows:
Long term growth rate 2% - 3% (2015: 3%) Long term electricity demand growth rate and long
term growth rate of the Singapore economy
Discount rate 9.5% (2015: 9.5%) Cost of capital to operate the Singapore electricity
spot market
Based on the value-in-use calculations, there is no impairment on goodwill (FY2015: Nil). While the estimated recoverable
amount of the goodwill is sensitive to any change in key inputs to the value-in-use calculations, the change in the
estimated recoverable amount from any reasonably possible change on the key input does not materially cause the
recoverable amount to be lower than its carrying amount.
In financial year 2013, the Group acquired 49% in EMC for $19,989,000 and had accounted for EMC as an associated
company. On 1 October 2014, the Group acquired the remaining 51% equity interest in EMC for a consideration of
$23,000,000. Consequently, EMC became a wholly owned subsidiary.
The principal activity of EMC is to operate the Singapore Electricity Spot Market. This acquisition strengthens the Groups
ability to further develop energy related products.
Notes to the Financial Statements Annual Report 2016 117
Details of the consideration paid, the assets acquired and liabilities assumed, and the effects on the cash flows of the
Performance Overview
Group, at the acquisition date, are as follows:
$000
(a) Purchase consideration
Cash paid 23,000
Fair value of previously-held equity interest * 19,957
Consideration transferred for the business 42,957
*
The Group has recognised the previously-held equity interest at its fair value of $19,957,000. The gain or loss as a result of
re-measuring to fair value the previously-held equity interest is nil.
Group Overview
(b) Effect on cash flows of the Group
Cash paid (as above) 23,000
Less: Cash and cash equivalents in subsidiary acquired (4,450)
Cash outflow on acquisition 18,550
Governance
Total identifiable net assets 33,343
Add: Goodwill 9,614
Consideration transferred for the business 42,957
(f) Goodwill
The goodwill of $9,614,000 is attributable to the synergies expected to arise from the acquisition.
The Company
2016 2015
$000 $000
Equity investments at cost
Balance at beginning of financial year 494,001 493,501
Incorporation of subsidiary 500
Capital injection into subsidiaries 79,500
573,501 494,001
Long-term receivables
Amount due from subsidiary 40,989 40,989
Balance at end of financial year 614,490 534,990
The carrying value of the amount due from subsidiary approximates its fair value. The amount due from subsidiary is
interest-free and has no fixed terms of repayment.
Notes to the Financial Statements Annual Report 2016 119
Performance Overview
Equity held by
The Company Subsidiaries
Country of
business and 2016 2015 2016 2015
Name of subsidiary Note Principal activities incorporation % % % %
Singapore Exchange Securities (a) Operating a Singapore 100 100
Trading Limited securities exchange
Singapore Exchange Derivatives (a) Operating a Singapore 100 100
Trading Limited derivatives exchange
Group Overview
The Central Depository (a) Providing clearing, Singapore 100 100
(Pte) Limited counterparty guarantee,
depository and related
services for securities
transactions
Singapore Exchange Derivatives (a) Providing clearing, Singapore 100 100
Clearing Limited counterparty guarantee
and related services for
derivatives transactions
SGX Bond Trading Pte. Ltd. (a) Providing bond Singapore 100 100
trading services
Governance
Securities Clearing and Computer (a) Dormant Singapore 100 100
Services (Pte) Limited
Asian Gateway Investments (China) (a) Investment holding Singapore 100 100
Pte. Ltd.
Energy Market Company (a) Operating an Singapore 100 100
Pte Ltd electricity market
Asia Converge Pte Ltd (a) Dormant Singapore 100 100
Asiaclear Pte Ltd (a) Dormant Singapore 100 100
CDP Nominees Pte Ltd (a) Dormant Singapore 100 100
Globalclear Pte Ltd (a) Dormant Singapore 100 100 Financials
Joint Asian Derivatives Pte. Ltd. (a) Dormant Singapore 100 100
SGX America Limited (b) Dormant United States 100 100
of America
Shanghai Yaxu Consultancy Company (c) Providing consultancy Peoples Republic
Limited services of China 100 100
(a)
Audited by PricewaterhouseCoopers LLP, Singapore.
(b)
Not required to be audited in the United States of America.
Others
(c)
Audited by PricewaterhouseCoopers Zhong Tian LLP, Peoples Republic of China.
120 Singapore Exchange
Equity holding
Country of
business and 2016 2015
Name of company Principal activity incorporation % %
Philippines Dealing System
Holdings Corp. (a) Investment holding Philippines 20 20
(a)
Audited by SyCip Gorres Velayo & Co, Philippines
There was no associated company that was individually material to the Group (2015: Nil).
The following table summarises, in aggregate, the Groups share of profit and other comprehensive income of the
associated company accounted for using the equity method:
The Group
2016 2015
$000 $000
There are no contingent liabilities relating to the Groups interest in the associated company. (2015: Nil).
Notes to the Financial Statements Annual Report 2016 121
Performance Overview
The Group The Company
2016 2015 2016 2015
$000 $000 $000 $000
Current
Trade payables (Note (a)) 882,699 585,448 762 352
Other payables (Note (b)) 129,953 132,878 62,449 60,920
Amount due to subsidiaries (non-trade) (Note (c)) 307,681 357,843
1,012,652 718,326 370,892 419,115
Non-current
Group Overview
Trade and other payables:
Accrual for operating expenses 312 1,807
Governance
Advance receipts 3,860 4,569 231 231
Others (non-trade) 6,046 6,103 4,099 4,198
129,953 132,878 62,449 60,920
(c) The amounts due to subsidiaries are unsecured, non-interest bearing and repayable on demand.
Financials
Others
122 Singapore Exchange
Tax calculated at a tax rate of 17% (2015: 17%) 70,524 69,640 78,416 44,474
Tax effect of:
Singapore statutory income exemption (182) (162) (26) (26)
Income not subject to tax (283) (301) (76,840) (43,081)
Tax incentives and rebate (1,627) (1,546) (428) (428)
Expenses not deductible for tax purposes 422 1,826 338 2,061
Others 459 348 195 79
Over provision in prior financial years (2,369) (6,868) (800) (240)
66,944 62,937 855 2,839
Performance Overview
The following amounts, determined after appropriate offsetting, are shown in the statement of financial position:
Group Overview
The movements in the deferred tax assets and liabilities during the financial year are as follows:
Governance
The Group deferred tax liabilities
Intangible asset
arising from
Cash flow Accelerated business
hedge reserve tax depreciation combination Total
2016 2015 2016 2015 2016 2015 2016 2015
$000 $000 $000 $000 $000 $000 $000 $000
Balance at beginning of financial year 30 80 16,476 17,164 4,498 21,004 17,244
Acquisition of subsidiary (Note 21(c)) 1,397 4,614 6,011
Charged/(credited) to profit or loss 1,662 (2,085) (154) (116) 1,508 (2,201)
Financials
Charged/(credited) to equity 409 (50) 409 (50)
Balance at end of financial year 439 30 18,138 16,476 4,344 4,498 22,921 21,004
Deferred tax assets have not been recognised in respect of the following items:
The Group
2016 2015
$000 $000
Tax losses 22,705 23,572
Unutilised capital allowances 615 615
These items principally relate to four (2015: five) entities within the Group of which four (2015: four) entities are dormant.
Deferred tax assets have not been recognised in respect of these items as it is not probable that future taxable profits
will be available against which the Group can utilise the benefits. The tax losses and unutilised capital allowances are
subject to the relevant provisions of the Singapore Income Tax Act and confirmation by the tax authorities.
2015
Other comprehensive income
26. Provisions
Performance Overview
The Group The Company
2016 2015 2016 2015
$000 $000 $000 $000
Provision for SGX-MAS Market Development
Scheme (Note (a)) 1,802 1,802
Provision for unutilised leave (Note (b)) 4,972 4,385 3,695 3,195
Provision for dismantlement, removal or restoration of
property, plant and equipment (Note (c)) 3,001 3,246 2,982 2,977
9,775 9,433 6,677 6,172
Group Overview
(a) Provision for SGX-MAS Market Development Scheme
Provision for SGX-MAS Market Development Scheme is used to fund projects that raise awareness of the securities and
derivatives market among investors.
The provision recorded at the Group as at 30 June 2016 is $1,802,000 (2015: $1,802,000).
(c) Provision for dismantlement, removal or restoration of property, plant and equipment
Governance
Provision for dismantlement, removal or restoration is the estimated cost of dismantlement, removal or restoration of
leased premises. The provision is expected to be utilised upon return of the leased premises.
2015
Balance at beginning of financial year 1,071,642 1,742 428,332 (13,865)
Purchase of treasury shares 920 (8,025)
Vesting of shares under share-based remuneration plans (1,175) 236 9,977
Tax effect on treasury shares (136)
Balance at end of financial year 1,071,642 1,487 428,568 (12,049)
All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company,
except for shares held as treasury shares.
The Company purchased 1,746,100 of its shares (2015: 920,000) in the open market during the financial year. The total
amount paid to purchase the shares was $12,637,000 (2015: $8,025,000). The Company holds the shares bought back as
treasury shares and plans to use these shares to fulfil its obligations under the Companys share-based remuneration plans.
2015
Balance at beginning of financial year 1,040,100 670,300 742,000 2,452,400
Granted 811,600 811,600
Vested (395,400) (395,400)
Lapsed (644,700) (30,000) (31,500) (25,900) (732,100)
Balance at end of financial year 640,300 710,500 785,700 2,136,500
*
The number of shares vested represents the level of achievement against the performance conditions.
**
Represents the number of shares required if participants are to be awarded at 100% of the grant. However, the shares to be awarded at the
vesting date may range from 0% to 150% of the grant, depending on the level of achievement against the performance conditions.
The terms of the performance share plans are set out in the Directors Statement under the caption SGX
Performance Share Plan.
Notes to the Financial Statements Annual Report 2016 127
Performance Overview
The fair value of the performance shares at grant date and the key assumptions of the fair value model for the grants
were as follows:
Group Overview
Number of performance 487,500 811,600 753,900 702,000 1,088,100
shares at grant date
Fair value per performance $6.30 $5.27 to $5.54 $5.77 $5.19 $5.27
share at grant date
Assumption under
Monte-Carlo Model
Expected volatility
Governance
Singapore government 30.06.2015
bond was based
Term (years) 3 3 3 3 3
Cost of funding
Risk-free interest rate 1.42% 0.71% to 1.27% 0.34% 0.28% 0.37%
2015
Balance at beginning of financial year 59,800 650,305 1,195,000 1,905,105
Awarded 1,283,800 1,283,800
Lapsed (800) (19,338) (50,469) (51,100) (121,707)
Vested (59,000) (323,795) (396,166) (778,961)
Balance at end of financial year 307,172 748,365 1,232,700 2,288,237
The terms of the deferred long-term incentives scheme are set out in the Directors Statement under the caption
SGX Deferred Long-Term Incentives Scheme.
FY2016 Award
Date of award 17.08.2015
Fair value per deferred long-term incentives share at award date $7.72 $7.74 $7.69
Cost of funding
Risk-free interest rate 0.97% 1.17% 1.43%
FY2015 Awards
Performance Overview
Date of award 15.08.2014 and 30.06.2015
Group Overview
Risk-free interest rate 0.34% 0.47% to 0.86% 0.69% to 0.99% 1.28%
Date on which yield of Singapore 14.08.2014 and 14.08.2014 and
government bond was based 14.08.2014 29.06.2015 29.06.2015 29.06.2015
Cost of funding
Risk-free interest rate 0.34% 0.47% to 0.86% 0.69% to 0.99% 1.28%
FY2014 Award
Date of award 15.08.2013
Fair value per deferred long-term incentives share at award date $7.34 $7.34 $7.26
Governance
Assumption used in fair value model
Cost of funding
Risk-free interest rate 0.22% 0.26% 0.33%
FY2013 Award
Date of award 15.08.2012
Fair value per deferred long-term incentives share at grant date $6.68 $6.65 $6.61
Cost of funding
Risk-free interest rate 0.22% 0.25% 0.28%
FY2012 Award
Date of award 05.08.2011
Fair value per deferred long-term incentives share at award date $7.09 $7.06 $7.04
Cost of funding
Risk-free interest rate 0.18% 0.14% 0.33%
28. Dividends
Performance Overview
The Group
and The Company
2016 2015
$000 $000
Interim tax exempt dividends of 15.0 cents per share (2015: 12.0 cents) 160,697 128,527
Proposed final tax exempt dividends of 13.0 cents per share (2015: 16.0 cents) 139,082 171,225
299,779 299,752
The directors have proposed a final tax exempt dividend for 2016 of 13.0 cents (2015: 16.0 cents) per share amounting to
a total of $139,082,000 (2015: $171,225,000). The proposed dividend has been transferred from retained profits to the
Group Overview
proposed dividends reserve.
Management determines the operating segments based on the reports reviewed and used by the Executive Management
Committee for performance assessment and resources allocation.
The Group operates primarily in Singapore and is organised into four segments as follows:
(i) Equities and Fixed Income provision of issuer services, securities trading and clearing, post trade services,
membership and collateral management.
(iii) Market Data and Connectivity provision of market data and connectivity services.
(iv) Corporate A non-operating segment comprising corporate activities which are not allocated to the three operating
segments described above.
Segment performance is evaluated based on operating profits of the segment. Management monitors the operating
results of the segments for the purpose of making decisions on performance assessment and resource allocation.
Governance
Financials
Others
132 Singapore Exchange
Equities Market
and Fixed Data and
Income Derivatives Connectivity Corporate The Group
$000 $000 $000 $000 $000
2016
Operating Revenue 405,763 325,304 87,042 818,109
Operating profits 225,633 138,224 45,283 409,140
Other gains - net 5,709 5,709
Share of results of associated company 1,112 1,112
Tax (66,944) (66,944)
Net profit after tax 349,017
Other Information
Depreciation and amortisation 32,124 21,864 5,867 59,855
2015
Operating Revenue 401,552 295,791 81,174 778,517
Operating profits 232,614 131,673 37,548 401,835
Other gains net 7,811 7,811
Share of results of associated company 1,903 1,903
Tax (62,937) (62,937)
Net profit after tax 348,612
Other Information
Depreciation and amortisation 27,198 25,123 4,952 57,273
Notes to the Financial Statements Annual Report 2016 133
Performance Overview
The Securities Clearing Fund was established under the clearing rules of the securities clearing subsidiary, The Central
Depository (Pte) Limited (CDP). The clearing fund is to provide resources to enable CDP to discharge its obligations and
the liabilities of defaulting clearing members arising from transactions in approved securities and futures.
The Securities Clearing Fund uses a scalable structure to better align members contributions to their clearing risk
exposure with CDP. Contributions by clearing members will vary with the value of securities and futures traded.
The Securities Clearing Fund comprised contributions from both CDP and its clearing members as follows:
Group Overview
The Group
2016 2015
$000 $000
Cash at bank - contributed by CDP 60,000 60,000
Cash contributions by CDP are denominated in SGD and placed in interest bearing accounts with two banks (2015: 2
banks). The initial $25,000,000 contribution by CDP into the Securities Clearing Fund is recorded in the securities clearing
fund reserve.
The Group
2016 2015
$000 $000
Contributions by CDP clearing members
cash at bank, held in trust 45,328 44,680
The Securities Clearing Fund is a trust asset held subject to the trust purposes set out in CDP Clearing Rule 7.1.2.
Governance
Payments out of the Securities Clearing Fund shall be made in the following order:
(2) Contributions by CDP of an amount not less than 15% of the Securities Clearing Fund size or $30,000,000, whichever
is higher;
(3) Collateralised contributions by all other non-defaulting clearing members on a pro-rata basis in the proportion of
each clearing members required Collateralised Contribution to the total required Collateralised Contributions of all
other non-defaulting clearing members at the time of default;
Financials
(4) Contingent contributions by all other non-defaulting clearing members on a pro-rata basis in the proportion of each
clearing members required Contingent Contributions to the total required Contingent Contributions of all other non-
defaulting clearing members;
(6) Any other contributions (The last layer of the Securities Clearing Fund contributed by CDP amounted to $30,000,000
(2015: $30,000,000)).
Others
134 Singapore Exchange
The SGX-DC Clearing Fund structure specifies the apportionment and sequence of use of resources in the event of single
and multiple defaults.
The Group has committed cash amounting to $200,021,000 (2015: $150,021,000) (Note 12) to support the SGX-DC
Clearing Fund. The SGX-DC Clearing Fund is made up of the following:
2016 2015
$000 $000
SGX-DC share capital 152,000 102,000
Derivatives clearing fund reserve (Note a) 34,021 34,021
Other SGX-DCs contributions 14,000 14,000
200,021 150,021
Except for the $200,021,000 (2015: $150,021,000) mentioned above, other resources available for the SGX-DC Clearing
Fund are not included in the consolidated statement of financial position of the Group. These are third party obligations
towards the SGX-DC Clearing Fund and where they are held by SGX-DC, these resources are held in trust (Note 32(b)(iii)).
(1) the defaulting derivatives clearing members collateral deposited with or provided to SGX-DC;
(2) SGX-DCs contributions of an amount equivalent to 15% of its Clearing Fund size;
(3) security deposits of non-defaulting derivatives clearing members participating in the same Contract Class as the
defaulted derivatives clearing member;
(4) further assessments on non-defaulting derivatives clearing members participating in the same Contract Class as the
defaulted derivatives clearing member;
(5) SGX-DCs contributions of an amount equivalent to 10% of its Clearing Fund size;
(6) security deposits of other non-defaulting derivatives clearing members not participating in the same Contract Class
as the defaulted derivatives clearing member;
(7) further assessments on other non-defaulting derivatives clearing members not participating in the same Contract
Class as the defaulted derivatives clearing member; and
The rules of SGX-DC provide for SGX-DC to continually draw down resources in the above sequence in the event of
multiple defaults occurring within a period of 90 days. Upon utilisation of the SGX-DC Clearing Fund, SGX-DC will be
obliged to contribute at least 25% of the SGX-DC Clearing Fund size in relation to paragraph 31(b)(2) and 31(b)(5) above.
The Group, in its normal course of business, through subsidiaries operating as clearing houses, holds assets in trust or
contingent assets such as irrevocable letters of credit, government securities or on-demand guarantees. None of these
assets or contingent assets, together with the corresponding liabilities, are included in the consolidated statement of
financial position of the Group.
Performance Overview
The rules of CDP require its clearing members to provide collateral in the form acceptable to CDP as margin deposits
to guarantee the performance of the obligations associated with marginable futures contracts and securities traded
on SGX-ST. The total collateral required by CDP at 30 June 2016 were approximately $106,930,000
(2015: $35,566,000).
In addition, the CDP Clearing Rules provides that CDP may request its clearing members to place additional collateral
with CDP in respect of its securities clearing activities from time to time.
Forms of collateral acceptable by CDP as margins include cash, government securities, selected common stocks and
other instruments as approved by CDP from time to time.
Group Overview
As at 30 June 2016, clearing members had lodged the following collateral with CDP:
2016 2015
$000 $000
Margin deposits
Cash 157,393 120,535
Other collateral
Irrevocable letters of credit 20,000 20,000
All cash deposits in the financial year are placed in interest-bearing accounts with banks. Interest earned on the cash
The rules of SGX-DC require its derivatives clearing members to provide collateral in the form acceptable to SGX-DC
as margin deposits to guarantee the performance of the obligations associated with derivative instruments positions.
Governance
The total margins required by SGX-DC at 30 June 2016 were approximately $7,616,398,000 (2015: $6,489,597,000).
As at 30 June 2016, clearing members had lodged the following collateral with SGX-DC:
2016 2015
$000 $000
Margin deposits
Cash 8,784,395 7,288,661
Quoted government securities, at fair value 1,124,613 1,034,307
All cash deposits are placed in interest-bearing accounts with banks. Interest earned on the cash deposits is credited Financials
to the derivatives clearing members, with a portion retained by SGX-DC.
As at 30 June 2016, the following were lodged with SGX-DC for performance deposits purposes:
Others
2016 2015
$000 $000
Performance deposits and deposits received for contract value
Cash 538
136 Singapore Exchange
(i) Clearing Members who clear exchange-traded derivatives and OTC commodities contracts are required to post the
higher of $1,000,000 or up to 4.5% (currently 3.3%) of the daily average of risk margin during the preceding three-
month period, in cash, government securities or any forms of collateral acceptable to SGX-DC;
(ii) Clearing Members who clear OTCF derivatives contracts are required to post the higher of US$5,000,000 or 6.0% of
the daily average of risk margin during the preceding three-month period, in cash or government securities or any
forms of collateral acceptable to SGX-DC;
(iii) Clearing Members who clear exchange-traded derivatives, OTC commodities contracts and OTCF derivatives
contracts will be required to post the aggregate of (1) and (2).
As at 30 June 2016, the following security and other deposits were lodged with SGX-DC for clearing fund purpose:
2016 2015
$000 $000
Security and other deposits
Cash 543,785 461,729
Quoted government securities, at fair value 6,453 6,448
(a) CDP
The rules of CDP impose financial requirements on its clearing members. As at 30 June 2016, clearing members had
lodged the following collateral with CDP to support their financial requirements:
2016 2015
$000 $000
Cash 10,000 10,000
None of these assets or contingent assets nor the corresponding liabilities are included in the consolidated statement of
financial position of the Group.
(b) SGX-DC
The rules of SGX-DC impose financial requirements on its clearing members. As at 30 June 2016, clearing members had
lodged the following collateral with SGX-DC to support their financial requirements:
2016 2015
$000 $000
Cash 510,835 581,659
None of these assets or contingent assets nor the corresponding liabilities are included in the consolidated statement of
financial position of the Group.
Notes to the Financial Statements Annual Report 2016 137
Performance Overview
CDP operates a Securities Borrowing and Lending (SBL) programme for its Depositors and Depository Agents. SBL
involves a temporary transfer of securities from a lender to a borrower, via CDP, for a fee. The SBL programme requires
the borrowers of securities to provide collateral in the form of cash and/or certain designated securities.
As at 30 June 2016, borrowers had lodged the following collateral with CDP for SBL purpose:
2016 2015
$000 $000
Cash 24,747 20,797
Securities, at fair value 19,022 18,790
Group Overview
None of these assets or contingent assets nor the corresponding liabilities are included in the statement of financial
position of the Group.
The Fidelity Funds are administered by Singapore Exchange Securities Trading Limited (SGX-ST) and Singapore
Exchange Derivatives Trading Limited (SGX-DT), as required by Section 176 of the Securities and Futures Act. The assets
of the Funds are kept separate from all other assets, and are held in trust for the purposes set out in the Securities and
Futures Act. The balances of the Fidelity Funds are as follows:
The purposes of the fidelity funds pursuant to Section 186 of the Securities and Futures Act are as follows:
(a) to compensate any person (other than an accredited investor) who has suffered a pecuniary loss from any
defalcation committed
Governance
(i) in the course of, or in connection with, dealing in securities, or the trading of a futures contract;
(ii) by a member of a securities exchange or a futures exchange or by any agent of such member; and
by that member or any of its agents as trustee or on behalf of the trustees of that money or property.
(b) to pay the Official Assignee or a trustee in bankruptcy within the meaning of the Bankruptcy Act (Cap. 20) if the
available assets of a bankrupt, who is a member of SGX-ST or SGX-DT, are insufficient to satisfy any debts arising Financials
from dealings in securities or trading in futures contracts which have been proved in the bankruptcy by creditors of
the bankrupt member.
(c) to pay a liquidator of a member of SGX-ST or SGX-DT which is being wound up if the available assets of a member
are insufficient to satisfy any debts arising from dealings in securities or trading in futures contracts which have been
proved in the liquidation of the member.
Any reference to dealing in securities or trading of a futures contract refers to such dealing or trading through the
exchange which establishes, keeps and administers the fidelity fund or through a trading linkage of the exchange with an
overseas securities exchange or an overseas futures exchange.
Others
No further provision has been made in the financial year ended 30 June 2016 for contribution to be paid to the securities
and derivatives fidelity funds as the minimum sum of $20 million for each fund as currently required under the Securities
and Futures Act has been met.
138 Singapore Exchange
2016 2015
$000 $000
The assets and liabilities of the Funds are as follows:
Assets
Fixed deposits with banks 59,700 58,800
Bank balance 417 608
Interest receivable 30 27
60,147 59,435
Liabilities
Other payables and accruals 3 7
Taxation 165 87
Deferred tax liabilities 5 5
173 99
The assets and liabilities of the Funds are not included in the consolidated statement of financial position of the Group as
they are held in trust.
At the balance sheet date, the Group and the Companys contingent liabilities are as follows:
37. Commitments
The future aggregate minimum lease payments payable under non-cancellable operating leases contracted for at the
reporting date but not recognised as liabilities, are as follows:
Performance Overview
In addition to the information disclosed elsewhere in the financial statements, the following transactions took place
between the Group and related parties at terms agreed between the parties:
The Group
Group Overview
2016 2015
$000 $000
Salaries and other short-term employee benefits 12,907 13,759
Employers contribution to Central Provident Fund 121 120
Share-based payment to key management 2,114 8,195
15,142 22,074
Included in the above is total remuneration to directors of the Company amounting to $5,162,000 (2015: $10,000,000).
During the financial year, 237,300 shares (2015: 590,800 shares) under SGX performance share plan and 264,100 shares
The Board of Directors has overall responsibility for the oversight of financial risk management for the Group. The Risk
Governance
Management Committee (RMC) assists the Board in discharging its oversight responsibility. The RMCs primary function
is to review, recommend to the Board for approval, and where authority is delegated by the Board, approve:
(1) the type and level of business risks (risk appetite) that the Group undertakes on an integrated basis to achieve its
business strategy; and
(2) the frameworks and policies for managing risks that are consistent with its risk appetite.
Management is responsible for identifying, monitoring and managing the Groups financial risk exposures.
The main financial risks that the Group is exposed to and how they are managed are set out below.
manner to minimise currency exposure. As at 30 June 2016 and 30 June 2015, there are no significant currency risk
exposures arising from receivables. These receivables are also exposed to credit risks.
The Group
At 30 June 2016
SGD (a) USD INR HKD Others Total
$000 $000 $000 $000 $000 $000
Financial assets
Cash and cash equivalents 860,970 4,489 27 820 866,306
Trade and other receivables
Daily settlement of accounts for
due contracts and rights 686,409 73,527 2,942 762,878
Receivables under NEMS 81,702 81,702
Others 65,985 3,308 16 99 264 69,672
Available-for-sale financial asset 44,956 44,956
Financial liabilities
Trade and other payables
Daily settlement of accounts for
due contracts and rights (686,409) (73,527) (2,942) (762,878)
Payables under NEMS (89,904) (89,904)
Others (135,128) (24,162) (4) (72) (816) (160,182)
Currency exposure 783,625 (16,365) 44,995 27 268 812,550
Currency forward contracts (b) 81,675 1,155 82,830
Currency forward contracts entered by the Group are to hedge future revenue receivables arising from clearing of various derivative
(b)
products denominated in USD, interest receivables denominated in USD, JPY and EUR, and capital expenditure denominated in USD.
The Group
At 30 June 2015
SGD (a) USD INR HKD Others Total
$000 $000 $000 $000 $000 $000
Financial assets
Cash and cash equivalents 836,543 11,435 46 1,878 849,902
Trade and other receivables
Daily settlement of accounts for
due contracts and rights 355,011 60,735 583 1 416,330
Receivables under NEMS 134,122 134,122
Others 72,029 10,815 58 123 3,634 86,659
Available-for-sale financial asset 50,956 50,956
Financial liabilities
Trade and other payables
Daily settlement of accounts for
due contracts and rights (355,011) (60,735) (583) (1) (416,330)
Payables under NEMS (141,402) (141,402)
Others (129,431) (32,001) (29) (6) (934) (162,401)
Currency exposure 771,861 (9,751) 51,031 117 4,578 817,836
Currency forward contracts (b) 37,382 6,649 44,031
Currency forward contracts entered by the Group are to hedge future revenue receivables arising from clearing of various derivative
(b)
products denominated in USD, interest receivables denominated in USD, JPY and EUR, and capital expenditure denominated in USD.
Notes to the Financial Statements Annual Report 2016 141
The Company
Performance Overview
At 30 June 2016
SGD (a) USD INR Others Total
$000 $000 $000 $000 $000
Financial assets
Cash and cash equivalents 439,785 640 27 273 440,725
Trade and other receivables 7,722 27 16 69 7,834
Available-for-sale financial asset 44,956 44,956
Financial liabilities
Trade and other payables (370,554) (4) (334) (370,892)
Group Overview
Currency exposure 76,953 667 44,995 8 122,623
Currency forward contracts
The Company
At 30 June 2015
SGD (a) USD INR Others Total
$000 $000 $000 $000 $000
Financial assets
Cash and cash equivalents 435,533 482 46 376 436,437
Financial liabilities
Trade and other payables (418,512) (531) (29) (43) (419,115)
Currency exposure 22,553 (12) 51,031 400 73,972
Currency forward contracts (b) 1,614 1,614
Currency forward contracts entered by the Company are to hedge capital expenditure denominated in USD.
(b)
Governance
A currency risk sensitivity analysis is not provided as the Group and the Company are not expected to have significant
currency exposures other than from available-for-sale financial asset.
The currency risk sensitivity analysis for available-for-sale financial asset is as follows:
Impact to other
Impact to comprehensive
Change in profit after tax income
Assumption assumption $000 $000
INR currency movement Increase by 0.5% 200
Decrease by 0.5% 300
The Group is exposed to equity security price risk arising from its investment in BSE, an unlisted long-term strategic
investment classified as available-for-sale financial asset. In managing the price risk, the management of SGX
regularly monitors the latest developments and business performance of BSE and assesses the financial performance
of BSE on an on-going basis.
The fair value of available-for-sale financial asset is sensitive to changes in the assumptions used. The impact on fair
value of available-for-sale financial asset from a reasonable change in these assumptions is as follows:
Impact to other
Others
Impact to comprehensive
Change in profit after tax income
Assumption assumption $000 $000
Long term growth rate Increase by 0.5% 1,000
Decrease by 0.5% 1,000
The Group and the Company are not subject to significant cash flow and fair value interest rate risks as the Groups and
the Companys fixed deposit placements are mainly short-term in nature. Fixed deposits are placed with banks that offer
the most competitive interest rates.
The tables below set out the Groups and the Companys financial assets and liabilities at carrying amounts, categorised
by the earlier of contractual re-pricing or maturity dates.
The Group
Variable rates Fixed rates
Non-
Less than 6 to 12 Less than 6 to 12 Over 1 interest
6 months months 6 months months year bearing Total
$000 $000 $000 $000 $000 $000 $000
At 30 June 2016
Financial assets
Cash and cash equivalents 58,352 598,207 202,021 7,726 866,306
Trade and other receivables 8 2 914,242 914,252
Available-for-sale financial asset 44,956 44,956
Financial liabilities
Trade and other payables (1,012,964) (1,012,964)
Net financial assets/(liabilities) 58,352 598,215 202,023 (46,040) 812,550
At 30 June 2015
Financial assets
Cash and cash equivalents 32,121 756,371 50,000 11,410 849,902
Trade and other receivables 8 3 637,100 637,111
Available-for-sale financial asset 50,956 50,956
Financial liabilities
Trade and other payables (720,133) (720,133)
Net financial assets/(liabilities) 32,121 756,379 50,003 (20,667) 817,836
Notes to the Financial Statements Annual Report 2016 143
Performance Overview
The Company
Variable rates Fixed rates
Non-
Less than 6 to 12 Less than 6 to 12 Over 1 interest
6 months months 6 months months year bearing Total
$000 $000 $000 $000 $000 $000 $000
At 30 June 2016
Financial assets
Cash and cash equivalents 2,320 436,200 2,205 440,725
Trade and other receivables 3 1 7,830 7,834
Group Overview
Available-for-sale financial asset 44,956 44,956
Financial liabilities
Trade and other payables (370,892) (370,892)
Net financial assets/(liabilities) 2,320 436,203 1 (315,901) 122,623
At 30 June 2015
Financial assets
Cash and cash equivalents 1,042 426,230 9,165 436,437
Trade and other receivables 4 1 5,689 5,694
Financial liabilities
Trade and other payables (419,115) (419,115)
Net financial assets/(liabilities) 1,042 426,234 1 (353,305) 73,972
As the Group and the Company are not exposed to significant interest rate risks, a sensitivity analysis is not provided.
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the
Governance
Group and the Company. The major classes of financial assets of the Group and of the Company are trade receivables and
cash deposits.
Both SGX-DC and CDP have well-established risk management systems to monitor and measure the risk exposures
of its members. In addition, SGX-DC and CDP require all derivative positions, securities contracts and marginable
futures contracts to be sufficiently collateralised at all times and these collaterals protect SGX-DC and CDP against
potential losses. SGX-DC also revalues and settles the daily mark-to-market variations with clearing members
to prevent losses from accumulating. CDP requires all positions in securities contracts and Extended Settlement
Contracts, being marginable futures contracts, to be sufficiently collateralised and these collaterals protect CDP
against cumulative mark-to-market and potential losses. CDP also requires clearing members to monitor compliance
with risk management measures such as monitoring for large exposures.
Financial safeguards
A clearing fund has been established for each of the securities and derivatives markets to be used in support of
the clearing houses roles as CCP. The Group and the relevant clearing members are required to contribute to the
respective clearing funds.
The receivables from clearing members and settlement banks included in trade receivables represent the aggregate
of net settlement obligations of each of the clearing members and settlement banks to CDP for the last three trading
days of the financial year. At 30 June 2016, there were 25 (2015: 25) securities clearing members and 7 (2015: 6)
designated settlement banks. The Group may have concentration risk exposure to these securities clearing members
and settlement banks with regards to their net settlement obligations to CDP. The settlement exposure of CDP to
each securities clearing member or settlement bank fluctuates daily according to the net trading position (net buy
or net sell) of each securities clearing member and the extent to which these settlement obligations are effected
through the settlement banks.
Under the Market Rules, each market participant has to provide credit support which is not less than 30 times of
individual estimated average daily exposure. The Market Rules specify the type of credit support to be provided
and assigned to EMC. These include bankers guarantees or irrevocable commercial letter of credit from reputable
financial institutions, cash deposits and Singapore Government Treasury bills. The credit support received as at 30
June 2016 were in the form of bankers guarantees and cash deposits and have an aggregate value of $318,520,000
(2015: $328,953,000). There is no significant concentration of credit risk for receivables under NEMS.
Notes to the Financial Statements Annual Report 2016 145
(d) Trade receivables (excluding balances arising from clearing and settlement of securities trades and NEMS)
Performance Overview
Trade receivables of the Group and the Company comprise receivables from trading and clearing members, listed
companies and other entities. Exposure from these trade receivables is continuously monitored and followed up by
Finance and relevant business units.
Management believes that the credit risk with respect to trade receivables is limited. Impairment allowances are
made for debts that are outstanding above 360 days and debtors that are under judicial management, scheme of
arrangement or other financial difficulties. Management believes that there is no other additional credit risk beyond
the amount of allowance for impairment made in these financial statements.
The Group, excluding the balances arising from clearing and settlement of trade and NEMS, has no significant
concentration of credit risk on its trade receivables.
Group Overview
The Company has no significant concentration of credit risk on its trade receivables.
The maximum exposure to credit risk for trade receivables and cash deposits is the carrying amount of the financial
assets presented on the statement of financial position as the Group and the Company do not hold any collateral
against these financial assets.
As clearing houses, SGX-DC and CDP have general lien on all monies and other properties deposited by clearing
members. The clearing house may combine any account of the clearing member with its liabilities to the clearing
house. Such funds may be applied towards satisfaction of liabilities of the clearing member to the clearing house.
Trade receivables that are neither past due nor impaired comprise companies with good collection track record with
the Group. As at 30 June 2016, 99.7% (2015: 99.2%) and 93.0% (2015: 91.9%) of the Group and the Companys trade
receivables fall into this category.
Governance
The age analysis of trade receivables past due but not impaired is as follows:
The carrying amount of trade receivables individually determined to be impaired and the movement in the related
allowance for impairment are as follows:
Financials
The Group The Company
2016 2015 2016 2015
$000 $000 $000 $000
Gross amount 1,668 1,654 1 5
Less: Allowance for impairment (1,668) (1,654) (1) (5)
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset.
The financial liabilities of the Group and Company are analysed into the relevant maturity buckets based on the
remaining period from the balance sheet date to the contractual maturity dates. The amounts disclosed in the table
below are contractual undiscounted cash flows.
The Group
Up to > 3 months Above
3 months to 1 year 1 year Total
$000 $000 $000 $000
At 30 June 2016
Financial liabilities
Trade and other payables (a) 1,012,562 90 312 1,012,964
- $762,878,000 payables to clearing members and settlement banks for daily settlement of accounts for due contracts and rights with a
corresponding amount in trade receivables; and
- $89,904,000 payables under NEMS with corresponding amounts in cash and cash equivalents and trade receivables.
- $416,330,000 payables to clearing members and settlement banks for daily settlement of accounts for due contracts and rights with a
corresponding amount in trade receivables; and
- $141,402,000 payables under NEMS with corresponding amounts in cash and cash equivalents and trade receivables.
The Company
Up to > 3 months Above
3 months to 1 year 1 year Total
$000 $000 $000 $000
At 30 June 2016
Financial liabilities
Trade and other payables 370,892 370,892
At 30 June 2015
Financial liabilities
Trade and other payables 419,115 419,115
As at 30 June 2016, the gross notional value of outstanding currency forward contracts held by the Group and
Company was $82,830,000 (2015: $44,031,000) and nil (2015: $1,614,000), respectively. The Group and the
Companys outstanding currency forward contracts that would be settled on a gross basis are analysed into relevant
maturity buckets based on the remaining contractual maturity dates as follows:
Notes to the Financial Statements Annual Report 2016 147
Performance Overview
Up to > 3 months Up to > 3 months
3 months to 1 year Total 3 months to 1 year Total
The Group $000 $000 $000 $000 $000 $000
Currency forward contracts
Group Overview
3 months to 1 year Total 3 months to 1 year Total
The Company $000 $000 $000 $000 $000 $000
Currency forward contracts
The settlement obligation of the above contingent liabilities is not determinable as the obligation arises from the
occurrence of future events that are not within the control of the Group and the Company.
Governance
The clearing houses of the Group, CDP and SGX-DC, act as the novated counterparty for transactions of approved
securities and derivatives. The Group is exposed to liquidity risk should any clearing member default. The Group
has secured sufficient committed bank credit facilities of $567,000,000 (2015: $974,000,000), comprising of
$567,000,000 (2015: $774,000,000) committed unsecured credit lines and nil (2015: $200,000,000) committed
share financing, for prudent risk management and to maintain adequate liquid resources.
(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); Financials
(b) 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 2); and
(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
Others
148 Singapore Exchange
At 30 June 2016
Assets
Available-for-sale financial asset 44,956 44,956
Derivative financial instruments 2,665 2,665
Liabilities
Derivative financial instruments 66 66
At 30 June 2015
Assets
Available-for-sale financial asset 50,956 50,956
Derivative financial instruments 311 311
Liabilities
Derivative financial instruments 84 84
The Company
At 30 June 2016
Assets
Available-for-sale financial asset 44,956 44,956
At 30 June 2015
Assets
Available-for-sale financial asset 50,956 50,956
Derivative financial instruments 86 86
The fair values of currency forward contracts have been calculated using the rates quoted by the Groups bankers to
terminate the contracts at the balance sheet date.
As the available-for-sale financial asset is not traded in an active market, its fair value is determined by using discounted
cash flow model.
The available-for-sale financial asset has been classified under Level 3 in the fair value measurement hierarchy as
the valuation technique includes market premium on the discount rate, which is an unobservable market data. The
movement in fair value arising from reasonably possible changes to the market premium on the discount rate is assessed
to be insignificant.
Impairment loss recognised during the financial year on available-for-sale financial asset is disclosed in Note 10 and
Note 16.
The carrying amounts of cash and cash equivalents, trade and other receivables, and trade and other payables are
assumed to approximate their fair values.
Notes to the Financial Statements Annual Report 2016 149
Performance Overview
The Group reports financial assets and financial liabilities on a net basis on the statement of financial position where
there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or to
realise the asset and settle the liabilities simultaneously.
The following table shows the effect of netting arrangements on financial assets and liabilities that are reported net on
the statement of financial position.
As at 30 June 2016
Less: Gross
Group Overview
amounts Net amounts
of recognised of financial assets
financial liabilities presented in
Gross amounts set off in the the statement
of recognised statement of of financial
financial assets financial position position (1)
$000 $000 $000
Receivables from clearing members and settlement banks - Daily
settlement of accounts for due contracts and rights 6,284,077 (5,521,199) 762,878
The collaterals deposited by clearing members and settlement banks cannot be attributed directly to the individual transactions.
(1)
As at 30 June 2015
Less: Gross amounts Net amounts
of recognised of financial assets
financial liabilities presented in
Gross amounts set off in the the statement
of recognised statement of of financial
financial assets financial position position (1)
$000 $000 $000
Receivables from clearing members and settlement banks - Daily
Governance
settlement of accounts for due contracts and rights 5,309,323 (4,892,993) 416,330
The collaterals deposited by clearing members and settlement banks cannot be attributed directly to the individual transactions.
(1)
Financials
Others
150 Singapore Exchange
As at 30 June 2016
Less: Gross amounts Net amounts
of recognised of financial liabilities
financial assets presented in
Gross amounts set off in the the statement
of recognised statement of of financial
financial liabilities financial position position (1)
$000 $000 $000
Payables to clearing members and settlement banks - Daily
settlement of accounts for due contracts and rights 6,284,077 (5,521,199) 762,878
The collaterals deposited by clearing members and settlement banks cannot be attributed directly to the individual transactions. For
(1)
As at 30 June 2015
Less: Gross amounts Net amounts
of recognised of financial liabilities
financial assets presented in
Gross amounts set off in the the statement
of recognised statement of of financial
financial liabilities financial position position (1)
$000 $000 $000
Payables to clearing members and settlement banks - Daily
settlement of accounts for due contracts and rights 5,309,323 (4,892,993) 416,330
The collaterals deposited by clearing members and settlement banks cannot be attributed directly to the individual transactions. For
(1)
The amounts shown in the tables above that have been offsetted in the statements of financial position are
measured using the same basis.
The Groups capital management objectives are to optimise returns to shareholders whilst supporting the growth
requirements of the business and fulfilling its obligations to the relevant regulatory authorities and other stakeholders.
Effective 1 July 2008, the Group is required, under the Regulatory Capital Framework (the Framework) formalised
by the Monetary Authority of Singapore to maintain adequate financial resources to meet prudential requirements
that commensurate with the operational risk, investment risk and the counterparty default risk arising from its central
counterparty clearing and settlement activities. With respect to the counterparty default risk, each of the Groups
clearing house subsidiaries is required to contribute capital to maintain a clearing fund that is sufficient to cover
simultaneous default of the member that is responsible for largest credit exposure, its affiliates and the two financially
weakest members under simulated extreme but plausible market conditions. The Group has been in compliance with the
Framework since 1 July 2008.
Given the dynamic nature of the Groups business and the framework, the Group regularly reviews and monitors its
capital position to ensure that the business activities and growth are prudently funded. In addition, the Group will seek
opportunities to optimise shareholders returns by creating a more efficient capital structure to reduce the overall cost of
capital. In line with its dividend policy, SGX maintains a base dividend commitment to its shareholders.
Notes to the Financial Statements Annual Report 2016 151
41. Comparatives
Performance Overview
Revision to presentation of statements of comprehensive income and segment information
Effective from 1 January 2016, SGX Group implemented changes to the organisational structure to better serve
customers and improve operational efficiency. The sales and product teams were combined to form three vertical
businesses of Equities and Fixed Income (EQFI), Derivatives and Market Data and Connectivity (MDC).
Following the changes, the presentation of statements of comprehensive income and segment information has been
revised as follows:
Group Overview
(a) The revenue line previously known as Securities has been renamed to Securities Trading and Clearing.
(b) The revenue line previously known as Depository Services has been renamed to Post Trade Services.
(c) The revenue lines Issuer Services, Securities Trading and Clearing and Post Trade Services have been consolidated
under EQFI.
(d) The revenue line Other, under Operating revenue, has been reclassified to EQFI, Derivatives and Other revenue
including interest income. The comparatives have been restated.
This is to better reflect the nature of these revenue lines. Refer to the statement of comprehensive income for the
Segment information
(a) The segment previously known as Securities Market has been renamed to EQFI. This segment continues to
consolidate the results and balance sheet of Issuer Services, Securities Trading and Clearing and Post Trade Services
but excludes the results and balance sheet of MDC related to the securities market.
(b) The segment previously known as Derivatives Market has been renamed to Derivatives. This segment continues to
consolidate the results and balance sheet of Derivatives but excludes the results and balance sheet of MDC related to
the derivatives market.
Governance
(c) MDC is disclosed as a separate segment.
(d) The Corporate segment is a non-operating segment, and comprises results and balance sheet of the corporate
activities which are not allocated to the other operating segments described above.
(e) The segment information has been reclassified and accordingly, the comparatives for the segment information of the
Group have been restated.
Financials
Others
152 Singapore Exchange
Below are the mandatory standards, amendments and interpretations to existing standards that have been published,
and are relevant for the Groups accounting periods beginning on or after 1 July 2016 or later periods and which the
Group has not early adopted:
The Group is presently assessing the impact of adopting these new accounting standards, amendments and
interpretations. The Group has not considered the impact of accounting standards issued after the balance sheet date.
(b) Establishment of subsidiary to undertake all front-line regulatory functions of the Company
On 18 July 2016, the Company announced its intention to establish a subsidiary with its own separate Board, which
will undertake all of the regulatory functions that the Company is currently performing. The move aims to further
enhance the governance of the Company as a self-regulatory organisation by making more explicit the segregation
of its regulatory functions from its commercial and operating activities. The set up of the regulatory subsidiary is
expected to take place by the second half of calendar year 2017.
These financial statements have been authorised for issue by the Board of Directors on 27 July 2016.
Statistics of Shareholdings Annual Report 2016 153
Statistics of Shareholdings
Performance Overview
As at 2 August 2016
Group Overview
Distribution of Shareholdings
No. of shares
No. of (excluding
Size of shareholdings shareholders % treasury shares) %1
1 99 93 0.25 3,273 0.00
100 1,000 11,459 30.29 11,047,609 1.03
1,001 10,000 22,347 59.07 87,718,652 8.20
10,001 1,000,000 3,904 10.32 152,810,760 14.28
1,000,001 and above 27 0.07 818,277,966 76.49
Based on information available to the Company as at 2 August 2016 approximately 99.93% of the issued ordinary shares of the Company
are held by the public and, therefore, Rule 723 of the Listing Manual issued by the Singapore Exchange Securities Trading Limited is
complied with.
Governance
4 HSBC (SINGAPORE) NOMINEES PTE LTD 63,159,291 5.90
5 DBSN SERVICES PTE. LTD. 54,572,400 5.10
6 UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED 31,572,973 2.95
7 RAFFLES NOMINEES (PTE) LIMITED 21,941,403 2.05
8 BNP PARIBAS SECURITIES SERVICES SINGAPORE BRANCH 13,746,275 1.28
9 PHILLIP SECURITIES PTE LTD 12,174,478 1.14
10 CITIGROUP GLOBAL MARKETS SINGAPORE SECURITIES PTE. LTD. 9,056,464 0.85
11 MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 5,228,899 0.49
12 DB NOMINEES (SINGAPORE) PTE LTD 5,164,454 0.48
13 OCBC NOMINEES SINGAPORE PRIVATE LIMITED 3,375,576 0.32
14 DBS VICKERS SECURITIES (SINGAPORE) PTE LTD 3,231,400 0.30
15 UOB KAY HIAN PRIVATE LIMITED 3,122,500 0.29 Financials
16 OCBC SECURITIES PRIVATE LIMITED 2,317,119 0.22
17 WONG KONG CHOO 1,745,700 0.16
18 BNP PARIBAS NOMINEES SINGAPORE PTE LTD 1,711,608 0.16
19 LEONG KHUEN NYEAN 1,657,300 0.15
20 MAYBANK KIM ENG SECURITIES PTE. LTD. 1,622,704 0.15
Total 809,812,138 75.68
Percentage is calculated based on the total number of issued shares, excluding treasury shares of the Company.
1
2
Pursuant to section 11(2)(b) of the Exchanges (Demutualisation & Merger) Act 1999 (the Merger Act), SEL Holdings Pte Ltd (SEL), being the special purpose company set up under
the Merger Act to hold the SGX shares for the benefit of the Financial Sector Development Fund, shall not exercise or control the exercise of votes attached to the SGX shares.
Others
Owing to the restriction in the exercise of votes attached to the shares, SEL is not regarded as a substantial shareholder of SGX.
Treasury Shares
Number of ordinary shares held in treasury: 1,784,140
Percentage of such holding against the total number of issued ordinary shares (excluding ordinary shares held in treasury): 0.17%1
Substantial Shareholders
According to the Register of Substantial Shareholders maintained by the Company, the Company had no substantial shareholders as at
2 August 2016.
154 Singapore Exchange
NOTICE IS HEREBY GIVEN that the Seventeenth Annual General Meeting of Singapore Exchange Limited (the Company) will be
held at The Star Theatre, Level 5, The Star Performing Arts Centre, 1 Vista Exchange Green, Singapore 138617 on Thursday,
22 September 2016 at 10.00 a.m. to transact the following business:
ROUTINE BUSINESS
1 To receive and adopt the Directors Statement and Audited Financial Statements for the financial year Ordinary Resolution 1
ended 30 June 2016 and the Auditors Report thereon.
2 To declare a final tax exempt dividend of 13 cents per share for the financial year ended 30 June 2016 Ordinary Resolution 2
(Final Dividend).
(FY2015: 16 cents per share)
3 To re-elect the following directors who will be retiring by rotation under Article 99 of the
Constitution of the Company and who, being eligible, offer themselves for re-election as
directors of the Company:
4 To re-elect Ms Lim Sok Hui (Mrs Chng Sok Hui) who will cease to hold office under Article 104 of Ordinary Resolution 4
the Constitution of the Company and who, being eligible, offers herself for re-election as a director
of the Company.
5 To approve (i) the sum of $750,000 to be paid to the Chairman as directors fees, and (ii) the provision Ordinary Resolution 5
to him of a car with a driver, for the financial year ending 30 June 2017.
(Same as for FY2016: $750,000 and a car with a driver)
6 To approve the sum of up to $1,600,000 to be paid to all directors (other than the Chief Executive Ordinary Resolution 6
Officer) as directors fees for the financial year ending 30 June 2017.
(Same as for FY2016: up to $1,600,000 for all directors other than the Chief Executive Officer)
7 To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company and to authorise the Ordinary Resolution 7
directors to fix its remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, to pass with or without modifications, the following resolutions, of which
Resolutions 8 and 9 will be proposed as Ordinary Resolutions and Resolution 10 will be proposed as a
Special Resolution:
8 That authority be and is hereby given to the directors of the Company to: Ordinary Resolution 8
(a) (i) issue shares of the Company (shares) whether by way of rights, bonus or otherwise;
and/or
(ii) make or grant offers, agreements or options (collectively, Instruments) that might
or would require shares to be issued, including but not limited to the creation and
issue of (as well as adjustments to) warrants, debentures or other instruments
convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons
as the directors may in their absolute discretion deem fit; and
Notice of Annual General Meeting Annual Report 2016 155
Performance Overview
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be
Group Overview
in force) issue shares in pursuance of any Instrument made or granted by the
directors while this Resolution was in force,
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares
to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does
not exceed 50 per cent. of the total number of issued shares (excluding treasury shares) (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 10 per cent. of the total number of issued shares (excluding treasury shares)
(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 percentage of issued shares
shall be based on the total number of issued shares (excluding treasury shares) 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
Governance
(ii) any subsequent bonus issue or consolidation or subdivision of shares;
(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 Monetary Authority of Singapore) and the Constitution
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.
Financials
9 That: Ordinary Resolution 9
(a) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore
(the Companies Act), the exercise by the directors of the Company of all the powers of the
Company to purchase or otherwise acquire issued ordinary shares of the Company (Shares)
not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or
prices as may be determined by the directors from time to time up to the Maximum Price (as
hereafter defined), whether by way of:
(i) market purchase(s) on the SGX-ST and/or any other securities exchange on which
the Shares may for the time being be listed and quoted (Other Exchange); and/or
Others
(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 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);
156 Singapore Exchange
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the
directors of the Company pursuant to the Share Purchase Mandate may be exercised by the
directors at any time and from time to time during the period commencing from the date of
the passing of this Resolution and expiring on the earliest of:
(i) the date on which the next Annual General Meeting of the Company is held;
(ii) the date by which the next Annual General Meeting of the Company is required by
law to be held; and
(iii) the date on which purchases and acquisitions of Shares pursuant to the Share
Purchase Mandate are carried out to the full extent mandated;
Average Closing Price means the average of the closing market prices of a Share over the
five consecutive trading days on which the Shares are transacted on the SGX-ST or, as the
case may be, Other Exchange, immediately preceding the date of the market purchase by
the Company or, as the case may be, the date of the making of the offer pursuant to the off-
market purchase, and deemed to be adjusted, in accordance with the listing rules of the
SGX-ST, for any corporate action that occurs after the relevant five-day period;
date of the making of the offer means the date on which the Company makes an offer for
the purchase or acquisition of Shares from holders of Shares stating therein the relevant
terms of the equal access scheme for effecting the off-market purchase;
Maximum Percentage means that number of issued Shares representing 10 per cent. of
the total number of issued Shares as at the date of the passing of this Resolution (excluding
any Shares which are held as treasury shares as at that date); and
(i) in the case of a market purchase of a Share, 105 per cent. of the Average Closing
Price of the Shares; and
(ii) in the case of an off-market purchase of a Share, 110 per cent. of the Average Closing
Price of the Shares; and
(d) the directors of the Company and/or any of them be and are hereby authorised to complete
and do all such acts and things (including executing such documents as may be required) as
they and/or he/she may consider expedient or necessary or in the interests of the Company
to give effect to the transactions contemplated and/or authorised by this Resolution.
10 That the regulations contained in the new Constitution submitted to this meeting and, for the purpose Special Resolution 10
of identification, subscribed to by the Chairman thereof, be approved and adopted as the Constitution
of the Company in substitution for, and to the exclusion of, the existing Constitution.
Performance Overview
EXPLANATORY NOTES
Group Overview
1 Ordinary Resolution 2 is to declare a final tax exempt dividend of 13 cents per share for the financial year ended 30 June 2016
(FY2016). Together with the sum of 15 cents per share of interim base dividends declared over the first three quarters of
FY2016, the total dividend for FY2016 is 28 cents per share. The total dividend for FY2016 remains unchanged from that for
the preceding financial year, except that in the preceding financial year, the total dividend comprised 12 cents per share of
interim base dividends and 16 cents per share of final dividend. From FY2016 onwards, the Companys dividend policy is to
declare a base dividend of 5 cents per share per quarter, an increase of 1 cent per share per quarter compared to the preceding
financial year. For each financial year, the Company intends to pay as dividend, an amount which is no less than 80% of the
annual net profit after tax or 20 cents per share, whichever is higher. All dividends are tax exempted.
2 Ordinary Resolutions 3(a) & 3(b) are to re-elect Ms Jane Diplock AO and Ms Chew Gek Khim who will be retiring by rotation
Ordinary Resolution 4 is to re-elect Ms Lim Sok Hui (Mrs Chng Sok Hui) who will cease to hold office under Article 104 of the
Constitution of the Company.
Ms Jane Diplock AO will, upon re-election, continue to serve as Chairman of the Regulatory Conflicts Committee, as well as a
member of the Audit Committee and Risk Management Committee. Ms Chew Gek Khim will, upon re-election, continue to
serve as Chairman of the Risk Management Committee and a member of the Nominating & Governance Committee. Ms Lim
Sok Hui (Mrs Chng Sok Hui) will, upon re-election, continue to serve as a member of the Risk Management Committee.
Ms Diplock and Ms Chew are considered independent directors. Ms Lim is considered a non-executive non-independent
director. Detailed information on these directors can be found under Board of Directors in the Companys Annual Report
Governance
2016. Save as disclosed therein, there are no material relationships (including immediate family relationships) between each
of these directors and the other directors or the Company.
Mr Lee Hsien Yang and Mr Chew Choon Seng are retiring from office by rotation, and have decided not to offer themselves for
re-election to office.
3 Ordinary Resolution 5 is to seek approval for (i) the payment of $750,000 to the Chairman as director's fees for undertaking
duties and responsibilities as Chairman of the Board, and (ii) the provision to him of a car with a driver, for the financial year
ending 30 June 2017 (which is the same as that approved for the preceding financial year). As in the preceding financial year,
the sum of $750,000 does not include any directors fees payable for serving as chairman or member of any Board committee(s)
or attendance fees for any Board committee meetings.
Financials
4 Ordinary Resolution 6 is to seek approval for the payment of up to $1,600,000 to all directors (other than the Chief Executive
Officer) as directors fees for the financial year ending 30 June 2017 (which is the same as that approved for the preceding
financial year). The exact amount of directors fees received by each director for the financial year ended 30 June 2016 is
disclosed in full in the Annual Report.
5 Ordinary Resolution 8 is to empower the directors to issue shares and to make or grant instruments (such as warrants or
debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding
50 per cent. of the total number of issued shares (excluding treasury shares) (the 50% Limit), with a sub-limit (Sub-Limit)
of 10 per cent. for issues other than on a pro rata basis to shareholders. For the purpose of determining the aggregate number
of shares that may be issued, the percentage of issued shares shall be based on the total number of issued shares (excluding
Others
treasury shares) at the time that Ordinary Resolution 8 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 8 is passed, and (b) any subsequent bonus issue or consolidation or subdivision of shares.
Although the Listing Manual of the SGX-ST enables the Company to seek a mandate to permit its directors to issue shares up
to the 50% Limit if made on a pro rata basis to shareholders, and up to a Sub-Limit of 20 per cent. if made other than on a
pro rata basis to shareholders, the Company is nonetheless only seeking a Sub-Limit of 10 per cent. The Company believes that
the lower limit sought for the issue of shares made other than on a pro rata basis to shareholders is adequate for the time
being and will review this limit annually.
158 Singapore Exchange
6 Ordinary Resolution 9 is to renew the mandate to allow the Company to purchase or otherwise acquire Shares, on the terms
and subject to the conditions set out in the Resolution.
The Company intends to use its internal sources of funds to finance its purchase or acquisition of its Shares. The amount of
financing required for the Company to purchase or acquire its Shares, and the impact on the Companys financial position,
cannot be ascertained as at the date of this Notice as these will depend on whether the Shares are purchased or acquired out
of capital and/or retained profits of the Company, the number of Shares purchased or acquired, the consideration paid for
such Shares and whether the Shares purchased or acquired are held as treasury shares or cancelled.
Based on the existing issued Shares (excluding treasury shares) as at 2 August 2016 (the Latest Practicable Date), and
assuming no further Shares are issued or repurchased, or held by the Company as treasury shares, on or prior to the Annual
General Meeting, the purchase by the Company of up to the maximum limit of 10 per cent. of its issued Shares (excluding
treasury shares) will result in the purchase or acquisition of 106,985,826 Shares.
In the case of market purchases by the Company, assuming that the Maximum Price is $8.03 for one Share (being the price
equivalent to 5 per cent. above the Average Closing Price of the Shares immediately preceding the Latest Practicable Date),
having regard to the Companys share capital and cash and cash equivalents of approximately $426,445,000 and $440,725,000
respectively, the maximum number of Shares the Company is able to purchase or acquire out of capital to be held as treasury
shares or to be cancelled for the duration of the proposed Share Purchase Mandate is 53,106,476 Shares representing 4.96 per cent.
of the total number of issued Shares (excluding treasury shares) as at the Latest Practicable Date.
In the case of off-market purchases by the Company, assuming that the Maximum Price is $8.41 for one Share (being the price
equivalent to 10 per cent. above the Average Closing Price of the Shares immediately preceding the Latest Practicable Date),
having regard to the Companys share capital and cash and cash equivalents of approximately $426,445,000 and $440,725,000
respectively, the maximum number of Shares the Company is able to purchase or acquire out of capital to be held as treasury
shares or to be cancelled for the duration of the proposed Share Purchase Mandate is 50,706,897 Shares representing
4.74 per cent. of the total number of issued Shares (excluding treasury shares) as at the Latest Practicable Date.
In the case of market purchases by the Company, assuming that the Maximum Price is $8.03 for one Share (being the price
equivalent to 5 per cent. above the Average Closing Price of the Shares immediately preceding the Latest Practicable Date),
having regard to the Companys retained profits and cash and cash equivalents of approximately $243,475,000 and
$440,725,000 respectively, the maximum number of Shares the Company is able to purchase or acquire out of retained
profits to be held as treasury shares or to be cancelled for the duration of the proposed Share Purchase Mandate is
30,320,672 Shares representing 2.83 per cent. of the total number of issued Shares (excluding treasury shares) as at the
Latest Practicable Date.
In the case of off-market purchases by the Company, assuming that the Maximum Price is $8.41 for one Share (being the price
equivalent to 10 per cent. above the Average Closing Price of the Shares immediately preceding the Latest Practicable Date),
having regard to the Companys retained profits and cash and cash equivalents of approximately $243,475,000 and
$440,725,000 respectively, the maximum number of Shares the Company is able to purchase or acquire out of retained
profits to be held as treasury shares or to be cancelled for the duration of the proposed Share Purchase Mandate is 28,950,654
Shares representing 2.71 per cent. of the total number of issued Shares (excluding treasury shares) as at the Latest
Practicable Date.
The financial effects of the purchase or acquisition of such Shares by the Company pursuant to the proposed Share Purchase
Mandate on the audited financial statements of the Company and the Group for the financial year ended 30 June 2016 based
on the assumptions set out above are set out in paragraph 2.7 of the Letter to Shareholders dated 30 August 2016.
7 Special Resolution 10 is to adopt a new Constitution following the wide-ranging changes to the Companies Act, Chapter 50
of Singapore (the Companies Act) introduced pursuant to the Companies (Amendment) Act 2014 (the Amendment Act).
The new Constitution will consist of the memorandum and articles of association of the Company which were in force immediately
before 3 January 2016, and incorporate amendments to (inter alia) take into account the changes to the Companies Act introduced
pursuant to the Amendment Act. Please refer to the Letter to Shareholders dated 30 August 2016 for more details.
Notice of Annual General Meeting Annual Report 2016 159
Performance Overview
NOTES
Group Overview
(1) Each of the resolutions to be put to the vote of members at the Annual General Meeting (and at any adjournment thereof) will
be voted on by way of a poll.
(2) (a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote
at the Annual General Meeting. Where such members form of proxy appoints more than one proxy, the proportion of the
shareholding concerned to be represented by each proxy shall be specified in the form of proxy.
(b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Annual
General Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such
member. Where such members form of proxy appoints more than two proxies, the number and class of shares in relation
to which each proxy has been appointed shall be specified in the form of proxy.
(4) Completion and return of the instrument appointing a proxy or proxies by a member will not prevent him/her from attending,
speaking and voting at the Annual General Meeting if he/she so wishes. The appointment of the proxy(ies) for the Annual
General Meeting will be deemed to be revoked if the member attends the Annual General Meeting in person and in such event,
the Company reserves the right to refuse to admit any person or persons appointed under the relevant instrument appointing
a proxy or proxies to the Annual General Meeting.
Governance
(5) The instrument appointing a proxy or proxies (together with the power of attorney, if any, under which it is signed or a certified
copy thereof) must, if sent personally or by post, be deposited at the office of the Companys Share Registrar, Boardroom Corporate
& Advisory Services Pte. Ltd. at Singapore Land Tower, 50 Raffles Place #32-01, Singapore 048623 or, if submitted by electronic
communication (where the member has signed up for the electronic service provided by the Company to its members to receive
notices of meetings, annual reports and other shareholder communications electronically, for online proxy appointment and
for the access and use of an SGX-designated website (collectively Electronic Service) and where such service has been made
available), be received via the online proxy appointment process through the Electronic Service, in either case not less than
48 hours before the time appointed for holding the Annual General Meeting.
Financials
Others
160 Singapore Exchange
Duly completed transfers in respect of ordinary shares of the Company received by the Companys Share Registrar, Boardroom
Corporate & Advisory Services Pte. Ltd. at Singapore Land Tower, 50 Raffles Place #32-01, Singapore 048623 up to 5.00 p.m. on
30 September 2016 (Friday) will be registered before entitlements to the proposed Final Dividend are determined. Shareholders
whose securities accounts with The Central Depository (Pte) Limited are credited with ordinary shares of the Company as at
5.00 p.m. on 30 September 2016 (Friday) will rank for the proposed Final Dividend.
The Final Dividend, if approved by shareholders at the Annual General Meeting, will be paid on 7 October 2016 (Friday).
Singapore Exchange Limited
Company Reg. No. 199904940D
2 Shenton Way
#02-02 SGX Centre 1
Singapore 068804
tel: +65 6236 8888
fax: +65 6535 6994