AnnualReport 2002
AnnualReport 2002
AnnualReport 2002
highest quality, at competitive prices for customers and a profit to the Company.
Corporate Profile
SIA Engineering Company provides TOTAL SUPPORT maintenance, repair and overhaul
The Company combines specialised expertise developed over the years with extensive
experience as an airline engineering service provider to offer a high level of service and
In addition, SIA Engineering Company actively seeks alliances and partnerships with industry
specialists and original equipment manufacturers to extend the breadth and depth of its
services.
Investments in both staff and processes have earned the Company the People Developer
Award from SPRING Singapore, along with ISO 9002, ISO 14001 and OHSAS 18001
In 2002, SIA Engineering was awarded “Most Transparent Company” in the services/
Financial Statistics
Group ($ million)
Revenue 878.1 835.6 + 5.1
Expenditure 737.2 631.9 + 16.6
Operating profit 140.9 203.7 - 30.8
Profit before tax 216.4 252.5 - 14.3
Profit attributable to shareholders 205.2 223.0 - 8.0
Dividends
Interim dividend (cents) 2.0 1.5 + 33.3
Proposed final dividend (cents) 2.5 3.0 - 16.7
Company ($ million)
Revenue 871.2 830.9 + 4.9
Expenditure 730.5 627.7 + 16.4
Operating profit 140.7 203.2 - 30.7
Notes:
1. SIA Engineering’s financial year is from Profit before tax 167.8 216.0 - 22.3
1 April to 31 March. Profit after tax 164.5 190.6 - 13.7
Throughout this report, all figures are in
Singapore Dollars, unless stated
otherwise. Value added 526.8 501.6 + 5.0
2. Return on shareholders’ funds is the
profit after taxation and minority Employee Indices - Company
interests expressed as a percentage of Average number of employees 4,570 4,245 + 7.7
average shareholders’ funds.
3. Net liquid assets is derived by
Revenue per employee ($) 190,640 195,735 - 2.6
offsetting current loans against liquid Value added per employee ($) 115,267 118,177 - 2.5
assets.
4. Earnings per share is computed by Employee Indices - Group
dividing the profit after taxation and
minority interests by the weighted
Average number of employees 4,624 4,293 + 7.7
average number of fully paid shares in Revenue per employee ($) 189,928 194,675 - 2.4
issue. Value added per employee ($) 123,209 124,907 - 1.4
Chairman’s Statement
Dear Shareholders,
The financial year started well in April 2002 as airlines showed clear signs of recovery from the
effects of the terrible events on 11 September 2001. Then came the Bali bomb blasts in October,
which threatened to derail the fragile recovery. The beginning of 2003 saw air travel depressed
by the threat of war against Iraq, followed by the war itself. And as our financial year came to a
close in March, SARS (severe acute respiratory syndrome) dealt a devastating blow to carriers in
Asia, the epicentre of the virus outbreak. Loads plummeted, forcing airlines to slash services
and ground aircraft.
Against this tumultuous backdrop, the Group posted a revenue growth of 5.1% to $878.1 million.
Net earnings declined 8.0% to $205.2 million, mainly because of profit-sharing bonus payments
to staff. Discounting bonus payments, which were not made in FY01/02, net earnings for the
year under review would have shown an increase of 15.0% compared to the previous year.
Revenue from airframe and component overhaul rose 7.2% to $548.4 million, supported by an
increase of base maintenance work and activities in our 23 workshops.
Line maintenance saw a modest increase in revenue of 1.7% to $329.7 million. While there was a
drop in flights through Changi, we managed to secure all six airlines that inaugurated services to
Singapore in 2002.
Our associate companies and joint ventures continued to do well, increasing their contribution
to profits by 67.7% to $71.1 million. These earnings formed 32.9% of the Group’s pre-tax profit, a
vindication of our strategy of forging strategic alliances with leading original equipment
manufacturers (OEM), from whom we gain access to OEM markets and cutting-edge technology.
The current difficult operating conditions notwithstanding, SIA Engineering Company is positioning
itself for the long haul. We remain committed to building a cluster of comprehensive capabilities in
Singapore, even as we continue to pursue growth opportunities in key markets overseas.
In the year under review, we increased our stake in Singapore-based Rohr Aero Services-Asia
(RASA) from 30% to 40%. With a new facility starting September this year that is two and a half
times its present capacity, RASA will be able to build on its current customer base of 48 airlines.
On the overseas front, in July 2002, we signed a Memorandum of Understanding with PT JAS, a
leading airport ground services operator in Indonesia, for a joint venture to provide aircraft line
maintenance and technical ramp handling services at Indonesia’s major airports.
Our partnerships with OEMs and airlines, backed by our in-house capabilities, enable us to offer
a comprehensive range of services to our customers. As airlines’ needs grow in sophistication,
engineering management services are becoming an important part of what we offer. During the
year, we signed a five-year contract with Air Pacific to provide Fleet Technical Management, and
a Memorandum of Understanding with China Airlines to provide assistance on engineering
management and consultancy services.
Awards
The Company was voted Best Asia-Pacific Airline MRO Operation of the Year by Aviation Week,
a renowned worldwide aviation publication, in recognition of its dedication to quality and safety.
We adhere scrupulously to good governance in all aspects of our business. Recognition in this
area came from the Securities Investors Association of Singapore, which deemed us to be Most
Transparent Company in the services/utilities/agriculture sector.
Outlook
The months ahead are fraught with difficulty and uncertainty. Much will depend on the persistence
of SARS and the pace of recovery. The drastic drop in business and consequential surplus of
resources, including manpower, necessitate painful measures of wage cuts and staff retrenchment
among others. I thank staff for their dedication, forbearance and fortitude.
Acknowledgements
In my final message to you as Chairman, I note with satisfaction the progress and achievements
of the SIA Engineering Group.
Eleven years ago, the operations and support departments in SIA Engineering Division were
amalgamated under one structure with the corporatisation of SIA Engineering Company. From
an internal focus on SIA’s needs, the Company today reaches out to more than 80 airlines and
aerospace companies from five continents, and has a stable of 16 joint ventures in four countries.
I wish to thank everyone in SIA Engineering Company for his or her splendid effort through the
years. The employees of the Company have so much to be proud of.
I take this opportunity also to thank my colleagues on the Board for their invaluable contribution
and welcome Mr Koh Boon Hwee who takes over as Chairman. I wish him every success as he
steers the SIA Engineering Group into new horizons.
21 May 2003
Human
Resources
• A, B, C and D maintenance checks • Aircraft Unit Load Devices (AULD) • Fleet Technical Management
• Zonal and supplementary • Airframe Accessories • Inventory Management
structural inspections • Cleaning Bay • On-site Technical Support
• Major and minor airframe repairs • Composite • Technical Training
• Corrosion prevention and control • Electrical
• Ageing aircraft inspection and • Electronic
OUR JOINT VENTURES
modification • Engine Accessories
• Aircraft modification in • Engine Test Facility
• Asian Compressor Technology Services
compliance with regulatory • Flight Simulator
• Asian Surface Technologies
Airworthiness Directives and • Hydraulic
• Combustor Airmotive Services
Service Bulletins • Instrument
• Eagle Services Asia
• Refurbishment and conversion of • Interior Refurbishment
• Fuel Accessory Service Technologies
cabin interiors • Landing Gear
• Hong Kong Aero Engine Services
• Installation and modification of • Machine
• IAT-Asia
inflight entertainment systems • Paint
• International Engine Component Overhaul
• Aircraft weighing • Pneumatic
• Messier Services Asia
• Painting of aircraft exteriors • Radio
• Pan Asia Pacific Aviation Services
• Non-destructive tests • Safety Equipment
• PWA International
• Seat Refurbishment
• Rohr Aero Services - Asia
Our engineers are certified on • Electrical Support
• Singapore Aero Engine Services
• A300-600 • Sheetmetal
• Singapore Jamco
• A300 B4 • Welding
• Taikoo (Xiamen) Aircraft Engineering
• A310-200/300 • Wheels & Brakes
Company
• A319/320
• Turbine Coating Services
• A340-300
• B737
• B747-100/200/300/400
• B747F
• B767
• B777-200/300/ER
Koh Boon Hwee Cheong Choong Kong
Board of Directors
Chairman (from 22 May 2003) - Mr Koh Boon Hwee is appointed Chairman of SIA Engineering
with effect from 22 May 2003. Among other board appointments, he is the Chairman of Singapore
Airlines (SIA) as well as the Nanyang Technological University Council, a director of Broadvision
Inc and Executive Director of MediaRing Ltd. He serves on the boards of several private companies,
including Temasek Holdings Pte Ltd, as a director, and Infiniti Solutions Pte Ltd, as Chairman. He
is also a council member of the Singapore Business Federation.
Mr Koh holds a degree in Mechanical Engineering (First Class Honours) from the Imperial College
of Science and Technology, University of London, and an MBA (Distinction) from the Harvard
Business School.
Chairman (until 22 May 2003) - Dr Cheong Choong Kong was Chairman of SIA Engineering
until his retirement from the Board on 22 May 2003.
He joined SIA in 1974, serving in various departments before becoming Managing Director in
1984, and Deputy Chairman and CEO in August 1996. He will retire from SIA on 9 June 2003.
Dr Cheong has degrees in Mathematics from the University of Adelaide and Australian National
University in Canberra. He was an Associate Professor at the University of Malaya, and was
Chairman of the Singapore Broadcasting Corporation and its immediate successor, the Singapore
International Media. He is currently Chairman of the Council of the National University of Singapore
as well as Vice Chairman of the Singapore-United States Business Council and a Council member of
Asialink. Dr Cheong currently serves as Board Director of Singapore Press Holdings Ltd and Oversea-
Chinese Banking Corporation Ltd. Dr Cheong will be Chairman and Executive Director of Oversea-
Chinese Banking Corporation Ltd. with effect from 1 July 2003.
Dr Cheong was previously on the Boards of Singapore Airport Terminal Services, Air New Zealand
Limited, KTB Limited and Keppel Capital Holdings Limited. He also served on the Board of Directors
of Virgin Atlantic Limited, Virgin Atlantic Airways Limited and Virgin Travel Group Limited until
1 March 2003.
Deputy Chairman (from 22 May 2003) - Mr Chew Choon Seng is appointed Deputy Chairman
of SIA Engineering with effect from 22 May 2003.
He graduated with a Bachelor of Mechanical Engineering degree (First Class Honours) from the
University of Singapore, and a Master of Science in Operational Research and Management Studies
from Imperial College, University of London.
Mr Chew joined SIA in 1972 and has held a variety of managerial positions, including heading
several regional offices and the Divisions of Planning, Marketing and Finance. He was appointed
Senior Executive Vice-President (Administration) in May 2001. He was appointed a director of
SIA in March 2003, having previously been named as CEO-Designate.
Mr Chew is Chairman of SMRT Corporation Ltd and of Singapore Aircraft Leasing Enterprise. He
is Deputy Chairman of Singapore Airport Terminal Services Ltd and is also a member of the
Boards of Virgin Atlantic Limited and the Singapore International Foundation.
Deputy Chairman (until 22 May 2003) - Mr Chew Leng Seng joined SIA as an apprentice
engineer in 1958 and graduated as a Licensed Aircraft Engineer in 1963. He was made Chief
Planning Engineer in 1970, Assistant Director of Engineering in 1972 and Director of Engineering
in 1975. He became Deputy Managing Director (Technical) in 1988 and was re-titled Executive
Vice-President (Technical) in July 1998.
Mr Chew was appointed Chief Executive Officer of SIA Engineering effective 1 April 2000. On
1 May 2001 Mr Chew retired as the Company’s Chief Executive Officer.
Mr Wong Nang Jang graduated from the University of Singapore with an economics degree. He
is a director of Oversea-Chinese Banking Corporation Ltd, Bank of Singapore Ltd, PacificMas
Berhad, Banking Computer Services Pte Ltd, BCS Information System Pte Ltd, WBL Corporation
Ltd and Global Investment Holdings in Taiwan. Mr Wong was appointed a director of SIA
Engineering on 24 March 2000.
N Varaprasad Wong Ngit Liong Bey Soo Khiang
Dr Varaprasad currently serves on the Health Promotion Board and chairs its Audit Committee,
serves on the Raffles Institution Board of Governors, and is Chairman of the Centre for International
Service Learning. Dr Varaprasad was a member of the Sub-committee on Enhancing Human Capital
of the Economic Review Committee. He received the Public Administration Award (Gold) in 1996.
Mr Wong Ngit Liong is the Managing Director of Venture Corporation Limited and joined SIA
Engineering as a director on 1 March 2000. Mr Wong graduated with a first class honours degree
in Electrical Engineering from the University of Malaya and earned a Master of Science electrical
engineering degree from the University of California at Berkeley, where he was a Fulbright Scholar.
He gained an additional Master of Business Administration degree from McGill University under
the Canadian Commonwealth Fellowship.
Mr Wong is also a director of Singapore Exchange Ltd, the Economic Development Board and
International Enterprise Singapore. He was previously on the Boards of k1 Venture Limited, Keppel
Capital Holdings Limited and Keppel Tat Lee Bank Limited.
Lt-Gen (NS) Bey Soo Khiang was Chief of Air Force from 1992 to 1995 and Chief of Defence
Force in the Ministry of Defence from 1995 to 2000. He was appointed Executive Vice-President
(Technical) of SIA on 1 July 2000 and became its Senior Executive Vice-President (Technical and
Human Resources) on 1 April 2002.
Lt-Gen (NS) Bey graduated with a Bachelor of Arts (First Class Honours) degree in Engineering
and has a Master of Arts degree in Engineering from the University of Cambridge. In 1988, he
also earned a Master of Public Administration degree from Harvard University. Prior to assuming
his appointment in SIA, Lt-Gen (NS) Bey attended the Advanced Management Program at the
Harvard Business School in Spring 2000.
Lt-Gen (NS) Bey was appointed a director of SIA Engineering on 1 March 2000. He was previously
on the Boards of Air New Zealand Limited and Singapore Technologies Engineering Limited.
Dr Thio Su Mien was appointed a director of SIA Engineering on 1 March 2000. She currently holds
various directorships, including one at MobileOne Ltd. She is an Advocate and Solicitor of the
Supreme Court of Singapore and is currently a Senior Executive Director of TSMP Law Corporation.
Previously Dean of the Faculty of Law at the University of Singapore, she has held varied positions
in professional bodies and institutions and sat on the boards of subsidiaries of multinational
corporations in Singapore. She was also on the Board of Goodpack Limited.
She has served on the Board of Legal Education, chaired one of the Disciplinary Committees set
up by the Chief Justice, is an Accredited Arbitrator at the Singapore International Arbitration
Centre, served as Judge and Senior Vice-President of the World Bank Administrative Tribunal
and as a member of the Asian Development Bank Administrative Tribunal.
Mr Jimmy Phoon Siew Heng is Managing Director of Strategic Development (Asia Investments)
in Temasek Holdings (Private) Limited. He was previously an Executive Director of Standard
Chartered Merchant Bank Asia Limited (SCMBA) where he worked for 7 years. Mr Phoon was a
Deputy Director of the Ministry of Finance from 1988 to 1992 before joining SCMBA.
He holds a Bachelor of Economics (Honours) degree from Monash University, Australia. Mr Phoon
is currently a Director of SMRT Corporation Ltd and Singapore Airport Terminal Services Limited.
Mr Phoon was appointed a director of SIA Engineering on 21 May 2002.
Capt Maurice de Vaz joined SIA as a cadet pilot in 1963 and attained the rank of captain in 1969.
He was promoted to Chief Pilot in 1979, Acting Assistant Director of Flight Operations in 1980
and Senior Vice-President of Flight Operations in 1981, from which position he retired on
15 January 2002. He also served as Chairman of Singapore Flying College Pte Ltd from 1988 to
2002. Captain de Vaz was appointed a director of SIA Engineering on 17 February 2000 and
retired from the Board on 31 July 2002.
Corporate Data
Executive Management
William Tan Seng Koon Oh Wee Khoon Chan Seng Yong Png Kim Chiang
Chief Executive Officer Senior Vice President Senior Vice President Senior Vice President
(Commercial) (Operations) (Services)
Goh Mong Huat Toh Mun Wah Liu Kim Yoong Kwok Puay Nee Devika Rani Davar Graeme Gilmore Lim-Ho Geok Choo
Vice President Vice President Vice President Chief Financial Vice President Vice President Vice President
Workshops Line Maintenance Base Maintenance Officer/Vice Corporate Planning Human Resources
President Finance
Ivan Neo Lee Kok Foong Tang Mun Tak Lee Huan Shang Lim Yeow Khee Chew Siong Hee Lim Lin Eng
Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Quality & Safety Business Partnership Facilities & Productivity & Engineering/ Marketing & Sales
Development Management Materials Engineering Information
Training Technology
THE TWIN IMPACT OF THE IRAQ WAR AND THE SARS OUTBREAK HAVE SENT AIRLINES
According to passenger and freight statistics compiled by the International Air Transport
Association (IATA), the global airline industry had begun to show some signs of recovery in
2002. While international passenger traffic increased marginally by 0.06%, there had been a
3.3% improvement in the overall passenger load factor for the year. Freight traffic rose by 6.5%,
on the back of a 2.5% shrinkage in overall capacity. Asia-Pacific airlines performed relatively
better, with passenger and freight traffic growing by 5.8% and 13.3% respectively.
Just as the global airline industry began to recover, the war in Iraq and the Severe Acute
Respiratory Syndrome (SARS) outbreak sent Asian carriers into a tailspin.
As SARS spread through Asia, the World Health Organisation issued travel advisories on the
affected places, and many countries imposed travel restrictions to the region. As a result,
passenger loads plummeted and airlines were forced to slash capacity.
Airport authorities and airlines in many Asian cities have since implemented precautionary
measures, including health screenings on incoming and outgoing passengers and disinfection of
aircraft after flights.
As airlines reduced frequencies and aircraft usage in response to declining loads, this invariably
impacted MRO activity as aircraft are grounded, retired or used less frequently.
How fast the MRO market recovers is dependent on a variety of factors, including how quickly
the SARS outbreak is contained in the various hotspots in Asia, growth in the major economies
and the speed at which passenger and cargo traffic recover.
Indeed, Asia’s MRO companies, accounting for 17% of the world’s MRO market, are experiencing
their greatest challenge ever as Asian airlines brace themselves for difficult and uncertain times
ahead.
All eyes are on China as Asia’s economic powerhouse battles to contain SARS. With 510 aircraft
operated by 25 Chinese carriers in 2002 — largely Boeing and Airbus equipment - the collective
fleet size of Chinese airlines was expected to surge to 2,273 by 2021. The full impact of SARS on
the growth of China’s aviation industry is still uncertain.
Before the SARS outbreak took its toll on Singapore’s economy, the performance of Singapore’s
aerospace industry was strong. In 2002, according to the Singapore Economic Development
Board (EDB), the industry’s consolidated output reached $4.1 billion, registering a 16.8% growth
over 2001. It also recorded a 15% growth in value-added, which amounted to S$1.8 billion. The
aviation aftermarket industry in Singapore represents about 4% of the global MRO markets, and
more than 20% in Asia. 58 aerospace companies, including the world’s leading OEMs, have set
up shop in Singapore - providing a whole spectrum of MRO, manufacturing and research activities.
These companies provide technology transfer and boost the capabilities and capacity of
Singapore’s aviation industry. They have chosen to base their operations in Singapore because
of the ease of doing business here, strong government support and a ready pool of skilled labour
proficient in English - an important criteria for OEMs in the industry.
To further develop Singapore into an aerospace hub, several new initiatives were launched in
2002. These include:
■ The Civil Aviation Authority of Singapore and EDB’s Airport Systems Technology, Research
and Innovation Platform (AIRSTRIP), which allows companies to use Changi Airport as a test-
bed for the commercialisation of their innovations
■ The Honeywell Aerospace Centre of Excellence for Avionics Design
■ New training programmes such as:
• Diploma courses in aeronautical engineering, aerospace technology and avionics which are
being introduced in Singapore’s leading polytechnics
• Three new electives in the Institute of Technical Education’s NITEC in Precision Engineering
(Aerospace) and NITEC in Precision Engineering (Machining) modules, aimed at training
technicians in aerospace manufacturing as well as airframe, engine and component MRO
• AeRO (Aerospace Reskilling Operations) programme for re-deploying workers in the growing
aerospace industry
Moving forward, EDB plans to strengthen the technical capabilities of Singapore-based aerospace
suppliers, both in mechanical and avionics components, to capture the growing outsourcing
opportunities in the aviation industry. A strong aerospace supporting industry can attract more
OEMs to set up manufacturing and design operations here.
The outlook for the industry remains cautious given the current regional and global economic
uncertainties.
Having chalked up losses of US$12 billion in 2002, the global airline industry is increasingly
aware of the need to tightly control costs so that it is in a better position to weather the effects
of shocks and down cycles in the global environment. The highly competitive business environment
dominates as carriers seek to improve profits by reducing capital investment, keeping a tight lid
on capacity and operating costs.
To increase efficiency, major MRO companies today are developing Centres of Excellence where
specific aircraft, engines or components are repaired and overhauled, to leverage on greater
economies of scale and a more streamlined, cost-efficient operation serving as a one-stop shop
for both heavy maintenance and complementary overhaul of components and engines.
MRO companies can partner OEMs where such technical expertise and service reliability are
assured, while MRO companies provide the baseload of customers as well as integrated, one-
stop service for airlines.
Airlines are looking to MRO companies to tie MRO costs more closely to aircraft usage. Rising
passenger expectations and the increasing importance of on-time arrival/departure and the
functionality of onboard services, such as inflight entertainment and seat serviceability, will impact
passenger satisfaction. In view of this, airlines are placing increasing importance on the despatch
reliability of inflight entertainment and cabin equipment.
POSITIONED FOR THE LONG HAUL: ENHANCING CAPABILITIES
Competitive Advantages
Being the MRO provider to SIA, which has one of the most modern fleets in the world, including
one of the world’s largest B747-400 and B777 fleets, SIA Engineering not only has a strong
captive market but also benefits from the technology transfer from OEMs like Airbus and Boeing.
Such exclusive opportunities have enabled the Company to build up a trained pool of expertise
in servicing new aircraft types, thereby sharpening the Company’s competitive edge. SIA
Engineering’s strategy is to specialise in new aircraft types, thereby gaining first-to-market
advantage, greater resilience during economic downturns and better yields.
Being airline-linked, SIA Engineering is able to slot in the shorter “A” & “C” checks between
heavy maintenance “D” checks, thereby optimising resources and improving productivity.
Having achieved nearly 100% component overhaul capability level for B747-400 and A310, we
are currently increasing our in-house capabilities for B777 aircraft.
Our capabilities in new aircraft types allow us to offer comprehensive services to airlines and
aircraft operators which may have smaller fleets of new aircraft and find it more cost-effective
to outsource their maintenance needs.
We have forged strategic alliances with leading OEMs from around the world, culminating in 16
joint ventures in Singapore, China, Hong Kong, Taiwan and Ireland. 11 of these are in Singapore
alone, bringing critical support services to our maintenance base, thereby shortening turn-times
for our customers.
These strategic partnerships provide us with greater access to technology and proprietary
processes compared to non-OEM linked MRO companies. This enables us to tap new markets,
leverage on our partners’ extensive marketing networks and attract aircraft operators from all
over the world.
Joint Ventures - a key growth engine for SIA Engineering
A key thrust of our growth strategy is to grow our earnings base beyond SIA. The combined
revenue from all our joint ventures in FY2002/03 amounted to $2.0 billion. 73.0% of this was
derived from non-SIA customers. We intend to leverage on our core expertise while tapping on
our local partners’ knowledge and network for growth opportunities in less developed aviation
markets.
Already, our 5 joint ventures in China, Hong Kong, Taiwan and Ireland have proven successful.
More recently, we signed a Memorandum of Understanding with PT Jasa Angkasa Semesta
(PT JAS) to form a joint venture providing line maintenance services in Indonesia’s international
and domestic airports, replicating a similar strategic model from an earlier joint venture, Pan
Asia Pacific Aviation Services (PAPAS) in Chek Lap Kok International Airport in Hong Kong.
Growth of our external wing will be driven through strategic joint ventures with leading OEMs
and airlines, as well as acquisitions.
We have also devised innovative, value-added solutions for our customers, such as Power-By-
Hour and On-site Technical Support to complement our in-house capabilities in airframe
maintenance, repair and overhaul of components and line maintenance.
We are also focusing more on knowledge-based services such as fleet technical management,
inventory management, engineering planning and training.
GROUP’S REVENUE, BENEFITED FROM EXPANDED WORK SCOPE AND VOLUME AT CHANGI
80000
Line Maintenance serviced a total of 78,159 flights. In 2002, we welcomed 6 new airline customers
who commenced scheduled services to Changi Airport - Air Macau, Australian Airlines, Gemini 60000
Air Cargo, Pacific Airlines, Orient Thai and Xiamen Airlines.
40000
Besides providing aircraft certification and ground handling services to our 63 airline customers, 20000
our experienced team of engineers and technicians also assist in the scheduling and monitoring
0
of customers’ maintenance plans. 01/02 02/03
The division expanded its work scope by undertaking maintenance of inflight entertainment
systems and major component changes, such as landing gears and engines. By doing this
additional work during night stops at Changi Airport, airlines are able to optimise time on ground,
thereby enhancing efficiency and fleet utilisation. During the year in review, we performed a
total of 87 engine changes, up from 27 previously.
To assist our customers in aircraft-on-ground (AOG) situations, a Quick Action Team was formed
to provide swift response when emergency repairs are required. Other innovative services include
our Maintenance Control Centre at Changi Airport, which coordinates customer flights worldwide,
as well as a Defect Analysis Section to provide dedicated defect troubleshooting and rectification.
During the year, among the various initiatives implemented to improve customer service, we
introduced a cost-effective method of preventing cargo airplanes’ tails from tipping over during
loading. The nose landing gear tethering system requires a relatively shorter time to install
compared to positioning a tail stand and removes the risk of damage to airplane.
REVENUE FROM AIRFRAME AND COMPONENT
600
Base Maintenance division offers a comprehensive range of maintenance capabilities covering
450
airframe structural repair & modification, cabin overhaul/refurbishment and major avionics
retrofit. It is the hub where major maintenance activities are carried out. Besides performing 300
scheduled maintenance checks, the division also delivers essential engineering services, such as
emergency aircraft-on-ground (AOG) services at airports around the world. 150
0
During the year in review, several new customers, including Air Asia, Pegasus Aviation, Air France
01/02 02/03
and Iberia L.A.E., were added to our customer base, which includes Atlas Air, Air Canada, Asiana
Airlines, Biman Bangladesh Airlines, Polar Air, Air India, Federal Express and China Northwest. FY02/03 FY01/02
While we continue to market our services to airlines, we are also establishing synergies with C Checks 113 111
leasing companies, as evidenced by services performed for Singapore Aircraft Leasing Enterprise
D Checks 29 35
and Ansett Worldwide Aviation Services. We also performed work for MyTravel, a tour and charter
services operator based in the UK.
We signed a 7-year airframe maintenance contract with Air Asia, covering its fleet of five B737-300
planes. By July 2002, we completed “C” checks, modification and painting on two of Air Asia’s B737
airplanes. Another B737 aircraft, belonging to Singapore Aircraft Leasing Enterprise, underwent a
total seat re-configuration, painting and modification programme before being leased to Air Asia.
The progressive acquisition and build-up of tools and equipment in Base Maintenance has qualified
the division to conduct “D” checks on SIA’s B777 aircraft. To date, we have performed 7 B777
D checks for SIA, with a turnaround time of 20 days, one of the shortest in the industry.
A new Material Management Process, which tracks the replacement and overhaul of components
by Base Maintenance, was successfully incorporated into all aircraft checks.
Another productivity improvement, the Dock Control Process, was also implemented. With this
new procedure, major non-routine work, special tool needs, vendor support, progress of checks
and job targets are closely monitored.
Base Maintenance installed 42 of SIA’s B747 aircraft with the critical EGPWS (Enhanced Ground
Proximity Warning System), ahead of the mandated ICAO and CAAS deadline of 1 January 2003.
Due to the extensive rewiring of the electronics shelves and cockpit panels, dedicated modification
teams were deployed to perform the system installation.
In May 2002, the first two SIA B747-400 aircraft were retrofitted with SpaceBeds, while the first
two B777-200ER aircraft were retrofitted in July 2002. During the retrofit programme, which
will involve a total of 45 B747 and B777 aircraft, the in-flight entertainment system was also
upgraded to the new-generation Matsushita S3000 system. A new built-in power system for
laptops was also installed in all seats. During the year, a total of 29 B747-400 and B777 underwent
the SpaceBed upgrade programme.
During the year, Base Maintenance completed a number of thrust reverser lock installations, a
modification recommended by an Airworthiness Directive. This called for the installation of a
third locking system on thrust reversers to provide an additional level of protection against an
uncommanded deployment of thrust reversers.
During base maintenance checks, Non-Destructive Tests (NDT) are performed. These include
borescope and video-borescope inspections on engines, as well as X-ray, ultrasonic and eddy current
inspections to check for defects in airframes and engines. NDT inspections, especially ultrasonics,
are routinely performed on composite materials that are increasingly being used in the manufacture
of airplanes.
In August 2002, our NDT laboratory received a certificate of accreditation from the Singapore
Accreditation Council (SAC). This is in recognition of our achieving the SAC-Singapore Laboratory
Accreditation Scheme (SAC-SINGLAS) accreditation ISO/IEC 17025. The SAC-SINGLAS accords
formal recognition to laboratories that have demonstrated technical competence and capabilities
in performing specific services in calibration and testing.
COMPONENT MAINTENANCE AND OVERHAUL
A heavy maintenance programme, such as a B747-400 ‘D’ check, yields some 1,500 components
that are removed for overhaul and tests. 98% of these components are sent to our 23 workshops,
which provide inspection, overhaul, repair, modification and testing of these components.
While we maintain our component capabilities for B747-300/400, A310 and A340-300, we have
also made significant achievements in raising our B777 component capability, which will further
reinforce our position as the market leader in Asia-Pacific for airframe maintenance and
component overhaul of the B777 aircraft. In response to market demand, we are also increasing
our capability for the A320 aircraft to support SilkAir and other regional airlines.
Spanning 22,000 square metres, our modern workshop facilities, some of which also serve as
regional warranty centres for OEMs, are equipped with the latest computerised test equipment.
These include nine state-of-the-art automatic test stations to analyse and test a large variety of
aircraft auto-flight, communication, navigation and radio computers from a wide range of Airbus
and Boeing aircraft.
During the year in review, components we serviced include those from new customers, such as
Matsushita Avionics Systems, Air Asia and Air Paradise.
To further boost customer service, staff were nominated as Workshop Focal Points to liase with
customers and provide fast, efficient service. We have also initiated a new marketing strategy -
to pair marketing executives with technical specialists from our workshops - and to assign them
Our Hydraulics workshop added another computer-aided engine-driven pump test stand, which
will enable the workshop to test hydraulic pressure and flow rates for higher capacity pumps,
such as those used on newer generation B777 and A340 aircraft, at a much faster speed than
conventional manual test stands.
With the acquisition of the new SBU 120 oxygen test stand used for testing, adjustment and fault
isolation of oxygen supply equipment in Instrument workshop, testing is now fully automated,
hence increasing our productivity significantly.
Our Engine Test Facility has acquired a new capability to carry out tests on the V2500 engines
which powers SilkAir’s A319 and A320 aircraft, and has since obtained the Certificate of Approval
from the Civil Aviation Authority of Singapore. The first engine was rolled out in June 2002.
Other acquisitions include the new Matsushita System 3000 Test Station in our Radio workshop
for testing audio and video-on-demand components.
Following the debut of SIA’s SpaceBed, our Electrical workshop has geared up its capabilities to
refurbish third-generation aircraft passenger seats.
In May 2002, we successfully relocated an A320 flight simulator. Belonging to CAE International,
it is used by SilkAir for the training of its crew. Planning was very crucial for a project of such
magnitude as it involved the disassembly and reinstallation of complex and sensitive avionics
equipment, including some modifications to suit the new site requirements. This latest addition
means we are providing support for a total of 9 simulators for the SIA Group round-the-clock,
including a Learjet 45 simulator for the Singapore Flying College in Australia.
POSITIONED FOR THE LONG HAUL: EXPANDING BEYOND
Singapore Jamco
A joint venture with Jamco Corporation and Itochu of Japan, Singapore Jamco manufactures
cabin interior equipment and refurbishes aircraft galleys, lavatories and galley inserts.
Accredited by Civil Aviation Authority of Singapore (CAAS), Singapore Jamco applies its
manufacturing and MRO capabilities to a full suite of cabin interior products and specialised
products such as hospital food carts. Linked to a premier aircraft interior design company, Jamco
Corporation, Singapore Jamco services airline customers as well as MRO companies.
Our joint venture partner in Messier Services Asia (MSA) is Messier Services International, which
is owned by Messier-Dowty, a world leader in landing gears, and Messier-Bugatti, a leading
company in high-performance brakes and hydraulics. Both are part of Snecma, Europe’s top-tier
propulsion and equipment aerospace group.
Located in Loyang, MSA operates one of the most comprehensive landing gear repair and overhaul
facilities in the world. It has a Landing Gear Service Centre, whose repair and overhaul capability
covers the entire range of commercial aircraft landing gears. Its Component & Accessory Service
Centre provides component and accessory overhaul services to support a wide range of
commercial aircraft.
SIA Engineering has a 40% stake in Rohr Aero Services-Asia (RASA) while Goodrich, a leading
supplier of nacelle and pylon systems to the world’s major commercial airframe and engine
manufacturers, owns the remaining 60%.
Incorporated in 1995, RASA operates a 12,100 square metre facility in Singapore’s aerospace hub
at Loyang. It repairs and overhauls nacelle, pylon and thrust reverser components for over 40
airlines in the Asia-Pacific region.
Armed with comprehensive repair capabilities, RASA offers a highly specialised service which
has found rising demand as advanced composite materials are increasingly being used in new-
generation commercial aircraft.
To cater for future business growth, RASA plans to expand its capacity by repairing and overhauling
airframe composite-material components as well. RASA is currently constructing a new 22,000
square metre facility in Changi North, which will feature the largest autoclave facility in the
region to accommodate B777 and A380 components. Due for completion by September 2003,
the autoclave will enable engine nacelles to be repaired in Singapore instead of abroad.
Combustor Airmotive Services
A joint venture with Pratt & Whitney, Combustor Airmotive Services (CAS) is a one-stop shop for
the repair and overhaul of a full range of combustion chambers and fuel nozzles for major engines.
Its customers include airlines as well as aviation companies.
With its extensive capabilities, CAS is able to provide its customers with high quality repairs at
fast turn-times.
Incorporated in 1994, Asian Surface Technologies (AST), a joint venture with Praxair and Pratt &
Whitney, repairs and overhauls fan blades for JT9D and PW4000 series engines. AST also provides
coating services for aerospace and industrial engineering products in the Asia-Pacific region.
From its Loyang facility, AST enjoys a first-mover advantage in setting up fan blade repair
capabilities in the Asia-Pacific region, servicing airlines and aviation firms.
In the near term, AST is looking at developing the fan blade repair business for other engine
models besides the JT9D and PW4000.
International Engine Component Overhaul (IECO), incorporated in 1997, is a 50-50 joint venture
between SIA Engineering and Rolls-Royce, focusing on the repair and overhaul of engine
components, such as nozzle guide vanes and compressor stators.
IECO, an OEM-linked shop with access to Rolls-Royce’s repair schemes, sales network and
resources, has strong links to airlines through SIA Engineering. IECO has established product
cell processes for faster turnaround time and more efficient use of resources and materials.
IECO is currently developing capabilities for the new Trent 700 and 500 Engine series as well as
preparing for the Trent 900 engines which will power the A380 aircraft.
A joint venture with Pratt & Whitney (P&W), Eagle Services Asia (ESA) combines the technology
of a world-renowned OEM with the extensive capabilities of an airline-linked MRO company.
The Company expects to increase its market share in the JT9D and PW4000 engines in its role
as a Centre of Excellence for P&W engines in Asia-Pacific. ESA’s competitive advantage is enhanced
by Singapore’s position as a regional hub for MRO services as well as having access to P&W’s full
range of technical expertise.
In responding to a highly competitive business environment, ESA will continually strive for higher
productivity and more value-added work processes, such as increasing its in-house repair capacity
and capabilities.
Singapore Aero Engine Services
A joint venture with Rolls-Royce and Hong Kong Aero Engine Services Ltd (HAESL), Singapore
Aero Engine Services Limited (SAESL) is a Centre of Excellence for the repair and overhaul of
Rolls-Royce’s Trent engines.
Having commenced operations in early 2002, SAESL has completed a full year of business,
servicing airlines in the region. It aims to eventually overhaul 200 engines annually, with an
average turnaround for a full engine overhaul of 65 days. It also plans to increase its engine
overhaul capabilities to include the Trent 500 and 700 series in 2003.
Turbine Coating Services (TCS) is a joint venture company with Pratt & Whitney holding a 51%
stake, and SIA Engineering and Singapore Technologies Aerospace holding equal stakes of 24.5%.
TCS focuses on new technologies such as the Electron Beam Physical Vapour Deposition
coating technology, as well as Cubic Boron Nitric and Cathodic Arc technology. These are licensed
to TCS and are used on PW4000 high pressure turbine blade repairs. Its customers include
airlines as well as MRO providers.
In its first full year of operations, TCS has delivered a total of 48,000 parts and has gained a
reputation for reliable, quality service and achieving a delivery turn-time of less than 35 days. It
aims to lower the delivery turn-time to less than 30 days in the near term.
Fuel Accessory Service Technologies (FAST) is a joint venture with Hamilton Sundstrand, a leading
OEM of fuel and electronic components. Set up in 1999, FAST focuses on providing the best
quality jet fuel control and engine accessory repair services to airlines and other customers in
the Asia-Pacific region.
At its state-of-the-art facility at Loyang, FAST offers complete repair, overhaul and modification
capabilities for a wide range of Hamilton Sundstrand and other OEMs’ fuel components installed
in large commercial engines and auxiliary power units. The Company adopts ACE (Achieving
Competitive Excellence), an integrated approach for continuous improvement to ensure the
highest quality and the shortest turn-times for all fuel accessory products.
Supported by a team of OEM-trained technicians and engineers, FAST is the Hamilton Sundstrand-
dedicated regional repair station for customers in the Asia-Pacific region. FAST is looking forward
to be appointed Hamilton Sundstrand Power Systems’ (HSPS) authorised repair station in Asia-
Pacific for APS3200 APU fuel accessories.
IAT-Asia
IAT-Asia, a specialist in the repair of aerospace tubes and manifolds for PW4000 engines,
commenced business in December 2002. A joint venture with International Aerospace Tubes (a
joint venture between Tube Processing Company and Pratt & Whitney), IAT- Asia received approvals
from the Civil Aviation Authority of Singapore and Federal Aviation Administration in December
2002 for the repairs of aircraft metal conduits.
The Company’s efforts in developing repair capabilities for tubes of PW4000 Diffuser & Combustor,
Intermediate Case and Turbine Exhaust Case are on schedule.
OVERSEAS JOINT VENTURES
Taikoo (Xiamen) Aircraft Engineering Company Limited (TAECO), was set up on 1 July 1993 by a
conglomerate of partners, namely Hong Kong Aircraft Engineering Company, Cathay Pacific
Airways, Japan Airlines, Xiamen Aviation Industry, The Boeing Company, Beijing Kai Lan
Technology Development Services and SIA Engineering, to provide heavy maintenance, line
maintenance and structural modifications.
Pan Asia Pacific Aviation Services (PAPAS) is SIA Engineering’s line maintenance joint venture in
Hong Kong, a major gateway to China and the Pearl River Delta area.
Operational in 1998, PAPAS builds on SIA Engineering’s reputation as a leading MRO provider in
Asia-Pacific. With accreditation from major airworthiness authorities, PAPAS offers a full suite
of line maintenance services. These include aircraft certification, defect rectification, technical
ramp handling, aircraft cleaning, as well as “A” checks.
Initially set up to provide line maintenance services to partners of the joint venture, namely SIA,
Malaysia Airlines, Garuda Indonesia and Royal Brunei, PAPAS has since won contracts from other
airlines.
Hong Kong Aero Engine Services Ltd (HAESL), an engine repair and overhaul joint venture with
Rolls-Royce and Hong Kong Aircraft Engineering Company (HAECO), commenced operations in
1997.
Asian Compressor Technology Services (ACTS), a joint venture with China Airlines and Pratt &
Whitney, commenced operations in June 1997.
In 1998, ACTS expanded its business scope, taking on engine repair for its principal investors,
China Airlines and SIA, as well as other regional carriers. Having achieved ISO 9002 certification
in 1998, ACTS has also ensured that its operations meet the national guidelines for safety and
environmental standards, as well as those of international organisations.
Located in Dublin, Ireland, this joint venture with Pratt & Whitney specialises in the overhaul and
repair of large commercial jet engine cases. Commencing operations in 1990, PWA International
(PWAI) is committed to providing customers with customised, dependable solutions. It strives to
offer the highest levels of quality, with competitive turn-times and pricing, through a combination
of continuous improvement, value-added approach, modern technology and a highly motivated
workforce.
Joint Ventures - providing synergy for core activities
Singapore Aero Engine Services - Eagle Services Asia - Repair Combustor Airmotive Services -
Repair and overhaul of Trent and overhaul of JT9D, PW4000 Repair and overhaul of JT9D
engines and CFM56-5 series engines series and PW4000 series
and modules combustion chambers and fuel
nozzles
INFORMATION TECHNOLOGY
SIA Engineering strives to continually stay on the cutting-edge of technology in order to boost
productivity, efficiency and explore new frontiers in customer care and service.
Today, almost all aspects of SIA Engineering’s MRO operations are IT-enabled - from the
management of its spare inventories to the detailed planning and execution of maintenance
inspections on airframes, engines and components.
The Company continually upgrades its IT systems, equipment and infrastructure, introducing
new systems whenever it is cost-effective to do so.
With all systems hardware in place, the project is in its final stages of integration testing.
A business-to-business (B2B) exchange that provides vital information through the Internet has
been developed for our customers. With this, our customers have direct access to real-time
information on the repair status, turnaround time and delivery status of their aircraft undergoing
maintenance and repair at the company’s facilities. They can also place repair orders, check on
the type and cost of materials used, approve invoices and exchange technical information with
our team of MRO specialists.
The B2B exchange is also able to provide subscription-based services such as notifications to
customers about high engine oil consumption, real-time technical log entries and file transfer
services which enable customers to upload or download data.
Pervasive Computing
The Company is exploring the use of pervasive computing in its operations to speed up the flow of
information through online updates or changes in information. Operations staff will be able to
make use of the pervasive equipment to access maintenance manuals necessary for their work.
Staff no longer need to leave their place of work just to print out an electrical drawing, for example.
The wireless technology will enable them to book their jobs without having to leave their workplace.
Pervasive computing technology promises the freedom of mobility - allowing our staff to access
information anytime, anywhere.
IT Training
Preparation for the introduction of SAP company-wide began as early as 2000. End-user training
will also be conducted for all affected staff before the SAP system is cut over. An extensive
awareness campaign to promote SAP to all staff has also been completed. Specific end-user
training on the use of the new system has also commenced, and will continue until the system
completely cuts over.
Predictive Maintenance
Predictive maintenance is gaining popularity in the way MRO companies are tapping on technology
to boost productivity and efficiency. First introduced in the 1990s, predictive maintenance is now
being actively developed.
At SIA Engineering, we have been using sophisticated monitoring programmes in our predictive
maintenance systems such as the Aircraft Conditioning Monitoring System and the Engine Health
Monitoring System. The data captured in these applications are used in fault diagnosis and to
predict the failure trends of critical components used in the engines, systems or aircraft structures.
The timely corrective actions taken on these components will help to improve aircraft availability
and despatch reliability, while decreasing maintenance costs and investments in spares.
Airplanes of the future will have a more sophisticated on-board IT network that poses greater
challenges as compared to the conventional maintenance and repair of commercial aircraft. To
prepare ourselves for future technology and the various operational implications, we have
spearheaded internal work groups and are having regular dialogues with aircraft manufacturers
and OEMs.
We are progressively converting aircraft technical documents, wiring diagrams and illustrated
parts catalogues in our technical library into digital formats. In the near future, maintenance
manuals from aircraft and engine manufacturers will also be in digital form, which are more
intuitive and user-friendly.
Already, we have a portal, called Digital Information Management For Engineering (DIME), that
can handle the myriad of digital formats provided by the manufacturers, allowing our engineers
and technicians access to digital information at their workstations.
HUMAN CAPITAL
New generation aircraft, such as the B777 and A340-500, adopt advanced technology that
provides computerised, self-diagnostic troubleshooting tools. To optimise the use of these tools,
SIA Engineering continually upgrades employees’ skill-sets and knowledge to analyse and use
data more effectively, so as to save time and repair costs for customers.
Our people are our greatest asset. Our ability to compete for the long haul lies in our employees.
Thus, we strive to ensure that our people feel valued and their performance is recognised and
rewarded. Staff are also given opportunities to further their careers and hone their skills.
Our Company places a very high priority on attracting, developing, motivating and retaining our
human capital. Stringent recruitment criteria and processes not only match candidates with the
right profile to each job, but also ensures the best are selected.
There is also a need for tools to promote employee productivity and enable the Human Resources
(HR) division to serve its internal customers consistently and cost-effectively. In May 2002, our
SAP HR Services and Employee Self-Service was launched, enabling staff to request for benefits
products such as staff travel, loans and air cargo rebates using electronic terminals within the
workplace. In addition, an SAP HR Helpdesk was set up to assist staff.
At SIA Engineering, we place a very high priority on developing our human capital and achieving
higher productivity with our continuous improvement programmes. During the year in review,
the Company invested a total of $16.8 million, or 5.0% of our annual payroll, on staff training.
With a total of 37,739 man-days deployed, each employee received an average of 49 hours of
training.
Fundamental to our ability to attract and retain the right talent is providing opportunities to
learn in a dynamic business environment. Our Productivity & Engineering Training division
conducts technical courses to equip our engineers and technicians with the latest knowledge
and processes in aircraft maintenance.
Whenever a new aircraft type is added to SIA’s fleet, our staff will be trained by the aircraft
manufacturer, thereby gaining new capabilities in servicing the most modern aircraft. Having
access to the latest technology from the world’s best aviation manufacturers is one of SIA
Engineering’s competitive advantages.
The highly specialised MRO business requires our engineers and technicians to be trained and
certified by regulatory authorities, such as the Civil Aviation Authority of Singapore, Federal
Aviation Administration and Joint Aviation Authorities.
The Productivity Unit provides internal consultancy services and facilitates productivity training
for SIA Engineering’s operational divisions and joint venture companies. Productivity for Achieving
Competitive Excellence (PACE), a company-wide initiative to improve our competitive edge, was
implemented across all operational divisions. The programme has a strong focus on Continuous
Improvement (CI) skills and tools, setting up CI committees in various work areas and monitoring
the results of these activities. Since it was established, a total of 42,746 man-hours have been
invested in CI training, averaging two training days per employee in the operational divisions.
On 3 January 2003, the division’s Skills Training Centre was relocated to a new 3,644 square
metre facility located at Chai Chee Technopark. The expanded facilities include specialised aircraft
maintenance skills training workshops, seven classrooms and a Lecture Theatrette for skills
training and basic aircraft courses. The existing facilities at SIA Engineering Company Hangar
will continue to be used for aircraft-specific training and as an administration centre for trainee
engineers and technicians under on-the-job (OJT) attachments to the operational divisions.
SAFETY AT THE WORKPLACE
Our Quality & Safety division oversees the Occupational Health and Safety Management System.
Safety Champions, made up of staff from various divisions, help to promote and resolve
Occupational Health and Safety related issues at work level. They report to two Safety Committees
— the Line Maintenance/Apron Safety Committee and the Base Maintenance/Workshop Safety
Committee. These committees oversee all Occupational Health and Safety matters, and formulate
policies and regulations that comply with statutory requirements at the Company level. These
include identifying unsafe work practices and conditions, implementing corrective measures,
conducting safety inspections and organising safety promotion programmes. The various work
areas are inspected regularly to ensure that they comply with the current safety legislation.
In 2002, approximately 1,400 employees attended safety awareness training. An additional 400
employees from Line Maintenance attended a seminar on safe driving practices in July 2002.
ENVIRONMENT MANAGEMENT
Our EMS steers our work procedures and ensure that our work processes are in compliance with
environmental regulations. In April 1998, we obtained the ISO 14001 certification which affirms
that our management of environmental issues is in accordance with international best practices.
Staff awareness is key in any management system of this nature. As such, all staff have access to
Material Safety Data Sheets, specially produced to raise awareness about the hazards and proper
handling of a wide range of chemicals used in the workplace.
Our EMS in fact begins at the source. We work with purchasers and facilities managers to ensure
that plant/equipment purchased and facilities built meet the current environmental legislations.
Besides conducting regular internal cross-division audits, we also work closely with external
authorities, such as the National Environmental Agency, to ensure that we are compliant with
international regulations.
Corporate Governance
The Company’s standards of corporate governance are Papers submitted to the Board by Management are detailed,
generally consistent with the Code of Corporate Governance providing the background, explanatory information and
(the “Code”) established by the Singapore Corporate justification for each decision and mandate sought by
Governance Committee in April 2001. The Board will continue Management, including where applicable, relevant budgets,
to uphold good corporate governance practices within the forecasts and projections. Information papers are also circulated
Company to create long-term value to Shareholders. to the Board to inform the Board of material matters and issues
currently being dealt with by Management. As part of good
Board of Directors corporate governance, Board papers for decision or discussion
at Board meetings are circulated a reasonable period in advance
After 19 years on the Board of the Company, the last 7 years as of the meetings for Directors’ review and consideration. Key
Chairman, Cheong Choong Kong retired on 22 May 2003. Koh decisions are reserved for discussion at Board meetings rather
Boon Hwee and Chew Choon Seng were appointed as Directors than by circulation. The detailed agenda of each Board meeting,
on 22 May 2003 and elected Chairman and Deputy Chairman prepared by Management and approved by the Chairman,
respectively. Chew Leng Seng stepped down as Deputy contains both regular items such as reports on its subsidiaries
Chairman and remains a Director. Koh Boon Hwee and Chew and associated companies, updates on business development,
Choon Seng are both non-independent Directors. Chew Choon latest monthly management accounts, and productivity and
Seng was also appointed to fill the vacancies in the Nominating performance indicators, as well as matters for the decision or
Committee, the Compensation Committee and the Board information of the Board. Monthly management accounts of the
Committee, following Cheong Choong Kong’s retirement. Company which are not circulated to the Board for discussion
at Board meetings are circulated separately to the Board for
At the end of FY02/03, the Board comprised eight non-executive their information.
Directors, four of whom are independent, as determined in
accordance with the guidance notes of the Code. Maurice de Eight Board meetings were held between April 2002 and March
Vaz, a non-executive and non-independent Director, retired on 2003. The attendance of individual Directors at Board meetings
31 July 2002. and the respective Board Committees on which they serve are
detailed in Table 1.
The Company continues to benefit from the diverse background,
qualities, expertise and experience of its Board members. The Board has separate and independent access to the Chief
Cheong Choong Kong and four of the current Board members, Executive Officer, other members of Senior Management and
namely Koh Boon Hwee, Chew Choon Seng, Chew Leng Seng the Company Secretary at all times. Board procedures also
and Bey Soo Khiang, hail from an airline background, giving enable Directors, either individually or as a group, to seek
the Company an intimate understanding of the high independent professional advice at the Company’s expense, if
expectations and demands of airline customers in the necessary, in the furtherance of their duties.
competitive MRO business. Collectively, we have Directors with
core competencies in finance, legal, industry, business and Newly appointed Directors are briefed by Management to
management. familiarise them with the Company’s business and strategic
directions. Jimmy Phoon, who was appointed as Director during
The Board supervises the Management of the Company. It meets FY02/03, was briefed on the Company’s activities and given a
regularly and focuses on strategies and policies, with particular tour of its key facilities.
attention paid to strategic growth opportunities, major
investments and financial performance. The Board also reviews
and approves major financial transactions according to internal
guidelines.
Directors are, from time to time, updated at Board meetings on The Board is supported in its duties by five Board Committees,
relevant new laws, regulations and changing commercial risks. which are the Audit Committee, the Nominating Committee, the
During FY02/03, a half-day joint presentation to the Boards and Compensation Committee, the Capital Structure Committee and
Senior Managements of the Company and Singapore Airport the Board Committee. The composition of each of these
Terminal Services Limited was organised. The presentation Committees is detailed in Table 1. The functions of these
included an update on key changes in financial reporting Committees are also described in detail below.
standards and practices, the implications of quarterly reporting
and a briefing on principal changes in the law and the Listing
Manual of the Singapore Exchange Securities Trading Limited
(SGX-ST). In addition, Directors are encouraged to attend
relevant seminars conducted by external organisations, at the
Company’s expense.
Under Article 83 of the Company’s Articles of Association, at Nominating Committee
each Annual General Meeting (AGM), one-third of the Directors
for the time being, or, if their number is not three or a multiple Three non-executive Directors, two of whom are independent
of three, then the number nearest one-third are required to (including the Chairman), make up the Nominating Committee.
retire from office. Retiring Directors are selected on the basis The members of the Nominating Committee for FY02/03 were:
of those who have been longest in office since their last election,
failing which they shall be selected by agreement or by lot. Chairman Wong Ngit Liong
They are eligible for re-election under Article 84. An Members Cheong Choong Kong (till 22 May 2003)
amendment to Article 83 has been tabled before Shareholders Wong Nang Jang
at the Company’s Extraordinary General Meeting (EGM)
scheduled on 12 July 2003 to the effect that all Directors, The terms of reference of the Nominating Committee were
including the Chief Executive Officer if he is a Director, be required expanded to include proposing objective performance criteria
to submit themselves for re-nomination and re-election at least and benchmarks to evaluate the Board’s performance to ensure
once every three years, in accordance with the requirements of that the mix of skills and experience of the Directors continue
Guidance Note 4.2 of the Code. to meet the needs of the Company.
The Directors standing for re-election at the AGM for FY02/03 The Board has implemented a formal process for assessing the
are Chew Leng Seng, Bey Soo Khiang and Thio Su Mien. The effectiveness of the Board as a whole, with the objective of
Nominating Committee has recommended their re-election, continuous improvement of the Board’s performance. The
after assessing their respective contributions (including their Nominating Committee appointed a consulting firm, specialising
attendance, preparedness and participation at Board meetings), in Board evaluation and human resource, to assist the Board to
and additionally, in the case of Thio Su Mien, her qualification design and implement the Board evaluation process. Briefly, the
as an independent Director. The Nominating Committee had process is in two parts – a structured qualitative assessment of
also recommended, and the Board had approved, the the functioning of the Board, and its contribution to the
appointment of Koh Boon Hwee and Chew Choon Seng as performance of the Company on the basis of a review of selected
Directors, who were elected Chairman and Deputy Chairman financial performance indicators. Both sets of performance
respectively, with effect from 22 May 2003. In accordance with criteria were recommended by the consultant and approved by
Article 90, Koh Boon Hwee and Chew Choon Seng will be the Nominating Committee and the Board. The consultant’s
seeking re-election at the AGM. analysis of the Board performance evaluation has been given
to the Directors.
Key decisions of the Board are communicated to a Management
Committee that comprises senior executive officers and is The Nominating Committee and the Board will implement a
chaired by the Chief Executive Officer. The Management formal process for assessing the contribution of each Director
Committee meets weekly on operational and policy matters. to the effectiveness of the Board in the second phase. The
consultant, who has been appointed for a three-year term, will
There is a clear division of responsibilities between the Chairman guide the Nominating Committee in establishing a process for
and the Chief Executive Officer. The Chief Executive Officer, who is this purpose.
not a Board member, is responsible for managing the day-to-day
operations of the Company. For FY02/03, the Committee performed, inter alia, the following
functions over two meetings:
Audit Committee During the year, the Committee also met with the internal and
external auditors without the presence of the Company’s
The Audit Committee comprises four non-executive Directors, Management.
three of whom (including the Chairman) are independent. The
members of the Audit Committee at the date of this report are: The audit committee confirms that it has undertaken a review
of all non-audit services provided by the auditors and they would
Chairman Wong Nang Jang not, in the audit committee’s opinion, affect the independence
Members Chew Leng Seng of the auditors.
N Varaprasad
Thio Su Mien Minutes of the Committee’s meetings were circulated to the
Directors of the Company.
In the course of the year, the Committee held four meetings
and performed, inter alia, the following functions in accordance In the opinion of the Directors, the Company complies with the
with its responsibilities and duties under its Charter: principles of the Code on Audit Committees.
(a) reviewed the audit plans of the internal and external Compensation Committee
auditors of the Company, the results of the auditors’
examination of the Company’s internal financial, The Compensation Committee comprises three non-executive
accounting and compliance controls, and the co-operation Directors, two of whom (including the Chairman) are
given by the Company’s officers to the auditors; independent. The members of the Compensation Committee
(b) reviewed the half-year and full-year announcements of for FY02/03 were:
results and annual financial statements of the Group and
the Company and the external auditors’ report thereon Chairman N Varaprasad
before their submission to the Board of Directors; Members Cheong Choong Kong (till 22 May 2003)
(c) reviewed the independence of the external auditors of Wong Ngit Liong
the Company and the nature and extent of non-audit
services provided by the external auditors; In the course of the year, the Committee met 3 times and
(d) nominated the external auditors of the Company for performed, inter alia, the following main functions:
reappointment;
(e) reviewed the adequacy and effectiveness of the internal (a) monitored the status of previous Employee Share Option
audit function; Plan (“ESOP”) grants (1st, 2nd and 3rd grants);
(f) reviewed the Company’s risk management processes and (b) determined the eligibility and guidelines of the 4th ESOP
oversaw the work of the Risk Management Committee in grant;
respect of financial risks; and (c) reviewed Director’s Remuneration for FY02/03;
(g) reviewed interested person transactions. (d) conducted the annual salary review and promotion
exercise of senior staff; and
(e) considered the findings of the review of Senior Officers’
salary structure and remuneration by consultants
appointed for this purpose.
The Committee, guided by the principles of the Code, regularly The Board Committee does not conduct physical meetings. In
reviews the recruitment, appointment, development and practice, resolutions are passed by the Board Committee by
compensation of Senior Officers with reference to market data circulation in writing. Resolutions approved by the Board
provided by recognised surveys of comparative groups in the Committee are reported to the Board at the Board meeting
aerospace and other related sectors. following the circulation.
Capital Structure Committee The Board Committee has been useful in relieving the Board
from decisions on routine matters. The swiftness of their
The Capital Structure Committee was formed on deliberation and decision-making also enabled the Company to
21 August 2002 and comprises 3 non-executive Directors, two be more efficient in its daily operations.
of whom are independent. The members of the Capital Structure
Committee are: Company Secretary
Chairman Chew Leng Seng The Directors have separate and independent access to the
Members Wong Nang Jang Company Secretary. The role of the Company Secretary has
Jimmy Phoon been defined by the Board to include supervising, monitoring
and advising on compliance by the Company with its
In the course of the financial year, the Committee held one Memorandum and Articles of Association, laws and regulations,
meeting to review the Company’s financial position, capital and the Listing Manual of the SGX-ST, communicating with the
structure, and investment and financing requirements. SGX-ST, the Registry of Companies & Businesses and
Shareholders on behalf of the Company, and performing such
Board Committee other duties of a company secretary, as required under the laws
and regulations or as specified in the SGX-ST Listing Manual or
To facilitate day-to-day administration and to expedite decisions the Articles of Association of the Company, or as required
thereon, a two-member Board Committee was set up to deputise by the Chairman of the Board or the Chairman of any
for the Board on routine matters, including opening of bank Board Committee or the Directors (or any of them), as the case
accounts, approving capital expenditure from $200,001 to may be.
$5,000,000 where budgeted, and from $100,001 to $5,000,000
where unbudgeted, affixing the Company’s seal on documents
requiring the Company’s seal, and authorising specific officers
to sign pertinent documents on behalf of the Company. For
FY02/03, the Committee comprised:
Directors’ remuneration for FY02/03, comprising fees and allowances, amounts to $341,447.00 ($291,260.00 in FY01/02; $353,644.00
in FY00/01) and is derived using the following rates:
Type of Appointment Proposed Fee For FY02/03 Fee Paid in FY01/02 Fee Paid in FY00/01
Full 50% Waived
Board of Directors $ $ $ $
Member’s Fees (Basic) 1 x Basic Fee = 28,000 14,000 1 x Basic Fee = 23,800 28,000
Chairman’s Allowance 1 X Basic Fee = 28,000 14,000 1 x Basic Fee = 23,800 28,000
Board Committee
Member’s Allowance 0.15 x Basic Fee = 4,200 2,100 0.25 x Basic Fee = 5,950 7,000
Audit Committee
Member’s Allowance 0.30 x Basic Fee = 8,400 4,200 0.3 x Basic Fee = 7,140 7,000
Chairman’s Allowance 0.60 x Basic Fee = 16,800 8,400 0.6 x Basic Fee = 14,280 14,000
Other Board Committees
Member’s Allowance 0.15 x Basic Fee = 4,200 2,100 0.15 x Basic Fee = 3,570 7,000
Chairman’s Allowance 0.30 x Basic Fee = 8,400 4,200 0.3 x Basic Fee = 7,140 14,000
Notes:
(1) In FY01/02, there was a 15% reduction in the Basic Fee of Directors in light of the general economic downturn, the events of 11 September 2001 and wage cuts
of the Company’s employees.
(2) Subject to Shareholders’ approval, every Director will be entitled to receive the full Basic Fee as shown in the table above for FY02/03. In addition, he will be
entitled to receive the Chairman’s allowance if he is Chairman of the Board as well as the relevant allowances (depending on whether he is Chairman or a
Member of the relevant Board Committee) for each position he holds on a Board Committee, subject to an overall cap on the total fees and allowances to be
received by him. The overall cap for the Chairman of the Board is three times the amount of the Basic Fee, and that for each Director is two times the amount
of the Basic Fee. If the Director occupied a position for part of FY02/03, the fee or allowance payable will be pro-rated accordingly.
However, the Directors have decided to waive 50% of their fees Name of Director Fees Received ($)
and allowances for FY02/03 in response to the deteriorating Cheong Choong Kong 34,300
business conditions facing the Company. After factoring in the Chew Leng Seng 20,300
respective waivers, the remuneration of each Director is as Wong Nang Jang 24,500
shown in the table on the right: N Varaprasad 22,400
Wong Ngit Liong 20,300
Bey Soo Khiang 14,000
Thio Su Mien 18,200
Jimmy Phoon Siew Heng 12,044
Maurice de Vaz (till 31 July 2002) 4,679
Total Fees 170,723
The annual remuneration report for the Company’s top 4 executives (although the Code refers to the top 5 key executives, the
Company believes that it is more meaningful, given its management structure, to refer to the top 4 executives) is as follows:
Remuneration Bands & Salary Bonuses Benefits Total Share options granted
Top 4 Executives (%) (%) (%) during the year
Fixed Variable# Number Exercise
(%) (%) Price ($)
$500,001 – $750,000
William Tan 55 5 25 15 100 380,000 2.38
Chief Executive Officer
$250,000 – $500,000
Details of the Company’s Employee Share Option Scheme can 1 April 2000. Mr Oh is responsible for Business Development,
be found in the Report by the Board of Directors. Partnership Management, Facilities & Materials and Productivity
& Engineering Training Divisions.
Executives’ Profile
Senior Vice President (Operations) - Mr Chan Seng Yong, 55,
Chief Executive Officer - Mr William Tan, 51, was appointed Chief joined the Engineering Division of SIA in 1968. In 1997, he was
Executive Officer of SIA Engineering Company in May 2000. appointed Vice-President Engineering Planning. In April 2000,
Mr Chan was transferred to SIA Engineering Company. Currently,
Mr Tan joined the Engineering Division of SIA in 1978. He served he is the Senior Vice President (Operations) and is responsible
as Assistant Director of Engineering in SIA in 1995 and was for all operational divisions.
appointed Senior Vice-President Engineering of SIA in July 1999.
Mr Tan holds a Bachelor of Science (Engineering) degree from In addition to aircraft maintenance qualifications, Mr Chan holds
the University of Singapore and a Diploma in Business a Bachelor of Business (Business Administration for Information
Administration from National University of Singapore (NUS). Technology) from the Royal Melbourne Institute of Technology,
Australia.
Senior Vice President (Commercial) - Mr Oh Wee Khoon, 44,
graduated from University of Manchester Institute of Science Senior Vice President (Services) - Mr Png Kim Chiang, 44,
and Technology with a First Class Honours degree in Mechanical joined SIA as an apprentice aircraft maintenance engineer in
Engineering and holds a Master Degree in Business 1975. He served in various departments of the Engineering
Administration from National University of Singapore. Division of SIA and was appointed Vice President Engineering
Supplies in 1998. In April 2001, Mr Png was transferred to SIA
Mr Oh joined Singapore Airlines in 1975 and was transferred to Engineering Company as its Senior Vice President (Services)
SIA Engineering Company in 1993. Mr Oh served in various and is responsible for the Marketing & Sales, Planning and
management positions in SIA and SIA Engineering before Engineering & IT divisions.
his appointment as Senior Vice President (Commercial) on
Internal Audit The Risk Management Committee (RMC) was formed in January
2003 to act as a focus and driver of the risk management
The Company has an internal audit function, which is process. The RMC took over the functions of the Operations
undertaken by the Internal Audit Department of Singapore Risk Management Committee (ORMC), which was set up in
Airlines Limited (SIA Internal Audit Department), the Company’s August 2001. The RMC is chaired by the Chief Executive Officer
holding company. It is designed to provide reasonable assurance and members include Senior Management of the Company. The
about the effectiveness and efficiency of operations, reliability RMC assists the Audit Committee and the Board in meeting the
of financial information and compliance with the Company’s requirements of the Code.
policies and procedures, applicable laws and regulations. The
internal auditors report directly to the Company’s Audit The RMC meets monthly to ensure a continuing risk
Committee. In situations where the audit work to be carried management effort throughout the Company. For FY02/03, the
out by SIA Internal Audit Department could give rise to potential RMC held three meetings. The predecessor, ORMC, which
conflicts of interest, such as audit work relating to transactions oversaw operational risks, conducted 5 meetings in the period
between the Company and Singapore Airlines Limited, the Audit April 2002 to December 2002.
Committee may authorise such audit work to be carried out by
an independent third party as it deems appropriate. The The RMC is also represented at regular meetings with the SIA
Company’s internal audit function meets the standards set by Group Risk Management Committee, and coordinators of the
the Institute of Internal Auditors. respective Risk Management units share information to facilitate
a more comprehensive, cohesive, integrated SIA Group-wide
Internal Controls approach to risk management.
The Board believes that, in the absence of evidence to the Risk Reporting Structure
contrary, the system of internal controls maintained by the Within the risk management framework, the risk reporting
Company’s Management and that was in place throughout the structure of the Company was formalised as follows:
financial year and up to the date of this report provides
reasonable, but not absolute, assurance against material Board of Directors
financial misstatements or loss, and includes the safeguarding
Reports to the Board on:
of assets, the maintenance of proper accounting records, the i) Business Risks Reviews the effectiveness
reliability of financial information, compliance with appropriate ii) Strategic Risks of the risk management
legislation, regulations and best practices, and the identification iii) Operational Risks structure and process
Risk Co-ordinators
• Terrorism
Risk Management Process
• Increase in competition
Operational
To ensure consistency across the Company, we adopt a simplified
• Dilution in market shares
5-step risk management process adapted from international best
• Political events practices as shown below:
• Economic cycles
Financial
• Financial markets
Identification
Business Risks: These are risks, which may be of internal or
external origin, that interfere with the short-term effectiveness,
competitiveness and overall standing of the Company. It
includes changes in the business environment, legal risks and Review Evaluation
regulatory risks, including non-compliance with regulations of
airworthiness authorities worldwide.
Financial Review • 66
Report by the Board of Directors • 72
Statement by the Directors • 80
Auditor’s Report • 81
Profit and Loss Accounts • 82
Balance Sheets • 83
S$M For the financial year 2002-03, the Company’s operating profit was $140.7 million, a
300 decrease of $62.5 million (-30.7%) from 2001-02. Revenue was $40.3 million (+4.9%)
higher at $871.2 million. The 4.9% increase in revenue, achieved under difficult operating
conditions due to the slump in the aviation industry, came mainly from the Company’s
200 core activity of airframe and component overhaul. Expenditure increased 16.4% (+$102.8
million) to $730.5 million. The increase was primarily due to provision for profit-sharing
bonus, higher aviation insurance premium and lower recovery of doubtful debts.
100
The Company’s profit before tax was $167.8 million, a drop of $48.2 million (-22.3%). The
0
Company’s profit after tax was $164.5 million, a decrease of $26.1 million (-13.7%).
98/99 99/00 00/01 01/02 02/03
The Group’s operating profit was $140.9 million, down $62.8 million (-30.8%) from 2001-
Profit before tax*
02. Profit before tax declined at a lower rate of 14.3% or $36.1 million to $216.4 million,
Profit attributable to shareholders*
Operating profit
mainly due to an increase of $28.7 million in share of profits from associated companies
* excludes exceptional item and joint venture companies.
Profit attributable to shareholders at $205.2 million was 8.0% lower (-$17.8 million). The
Group Profitability Ratios
Group’s basic earnings per share (based on weighted average number of ordinary shares
% cents in issue) decreased 8.0% (-1.8 cents) to 20.5 cents.
40 24
22
The Group’s shareholders’ funds rose 22.7% to $837.7 million. Return on average
35
shareholders’ funds was 27.0%, a reduction of 11.2 percentage points from 2001-02.
20
30
Return on turnover was 23.4%, 3.3 percentage points lower while return on total assets
18
25 was 18.8%, a decrease of 5.8 percentage points over last year.
16
20
14
15
12
10
10
5 8
0 6
98/99 99/00 00/01 01/02 02/03
900 In 2002-03, the Company’s revenue was $871.2 million, up 4.9% (+$40.3 million) from
800
last year. The Group’s revenue increased 5.1% (+$42.5 million) to $878.1 million.
700
The rise in the Company’s revenue was the result of:
600
500 $million
400
Airframe and component overhaul services + 34.7
300
Line maintenance and technical ground handling + 5.6
200 + 40.3
100
0 Airframe and component overhaul revenue rose 6.9% (+$34.7 million) to $541.5 million.
98/99 99/00 00/01 01/02 02/03 This is mainly due to workload increase as a result of additional capacity from the third
hangar, commissioned in October 2001. Line maintenance and technical ground handling
Group
revenue was up 1.7% (+$5.6 million) to $329.7 million. Airframe and component overhaul
Company
revenue, and line maintenance and technical ground handling contributed 62.2% and
37.8% respectively to total revenue of the company.
Company Revenue Composition
2002/03
62.2%
37.8%
2001/02
61.0%
39.0%
600
The increase in the Company’s expenditure came from:
500 $million
0 The rise in staff costs of $71.6 million (+27.0%) was largely due to the provision for profit
98/99 99/00 00/01 01/02 02/03 sharing bonus this year compared with nil provision in the previous year. Material costs
were $5.2 million lower (-2.1%). Overheads increased $36.4 million (+31.0%) mainly due
Group
Company to higher aviation insurance premium and lower recovery of doubtful debts.
21.1%
Share of profits from associated companies and joint venture companies increased $28.7
32.9% million (+67.7%) to $71.1 million and represent 32.9% of the Group’s current pre-tax profit.
46.0%
Our 16 associated companies and joint ventures in Singapore, China, Hong Kong, Taiwan
and Ireland generated about $2.0 billion in revenue, with 73.0% derived from airlines outside
the Singapore Airlines Group, and employ about 4,300 staff.
2001/02
18.7%
Taxation
39.1%
42.2% The Company’s taxation decreased by $22.2 million (-87.2%) over 2001-02.
The Group’s provision for taxation in 2002-03 was $11.2 million, a reduction of $18.1
2002-2003 2001-2002 Change
S$M % S$M % % million (-61.9%) from 2001-02. The decrease was mainly due to (i) a higher provision for
Staff cost 336.3 46.0 264.8 42.2 27.0 deferred tax arising from timing differences made in 2001-02, (ii) effect of a reduction in the
Material cost 240.1 32.9 245.3 39.1 -2.1
statutory tax rate for 2001-02 adjusted in 2002-03, (iii) write-back of provision made in
Overheads 154.1 21.1 117.6 18.7 31.0
2001-02 no longer required. This is partially offset by additional tax from the increase in
share of profits of associated companies.
730.5 100.0 627.7 100.0 16.4
Share Capital
During the financial year, the Company issued 437,000 new ordinary shares pursuant to
the exercise of 437,000 share options under the Employee Share Option Plan. The issued
and paid-up capital of the Company increased to $100,043,700 as at 31 March 2003.
S$M cents
On 1 July 2002, the Company made a fourth grant of share options to employees.
1200 90
16,594,800 share options were accepted by eligible employees to subscribe for ordinary
shares at the exercise price of $2.38 per share for the exercise period 1 July 2003 to 30
1000 80
June 2012. As at 31 March 2003, options to subscribe for 60,301,000 ordinary shares
800 70 remain outstanding under the Employee Share Option Plan.
600 60
Dividends
400 50
An interim dividend of 2.0 cents per share, less income tax at 22.0% amounting to $15.6
200 40
million, was paid on 27 November 2002.
0 30
98/99 99/00 00/01 01/02 02/03 A final dividend of 2.5 cents per share (1.2 cents less income tax at 22.0% and 1.3 cents
Shareholders’ funds (S$M) tax-exempt), amounting to $22.4 million, is proposed for 2002-03. This brings the total
Total assets (S$M) net of tax dividend for 2002-03 to 4.5 cents per share ($38.0 million).
Net asset value per share (cents)
Financial Position
Net Liquid Assets
S$M Shareholders’ funds of the Group stood at $837.7 million on 31 March 2003, up 22.7%
400 (+$155.0 million) from a year ago.
350
The net asset value per share of the Group rose 22.7% (+15.4 cents) to 83.7 cents at 31
300
March 2003.
250
200 The Group’s total assets was $1,089.8 million as at 31 March 2003, 20.3% (+$183.6
150 million) higher from 2001-02.
100
50
The net liquid assets of the Group increased 42.1% (+$119.7 million) to $404.2 million at
31 March 2003.
0
98/99 99/00 00/01 01/02 02/03
In 2002-03, capital expenditure by the Group was $28.8 million, 38.9% (-$18.4 million)
lower than the previous year.
Internally generated cash flow increased 20.8% (+$36.1 million) to $209.9 million. The self
financing ratio of cash flow to capital expenditure increased to 7.29 times from 3.68 times
last year.
Financial Review
Capital Expenditure, Internally Generated Statement of Value Added and its Distribution (in $million)
Cash Flow and Self Financing Ratio
S$M ratio
2002-2003 2001-2002 2000-2001 1999-2000 1998-1999
250 8.0
500
To government
2.0
- Corporate taxes 3.0 25.6 13.8 8.4 6.9
400
1.5
To suppliers of capital
300
- Dividends 38.0 38.7 30.1 22.9 49.1
1.0
- Minority Interests 0.1 0.2 (0.1) - (0.2)
200
0.5
100 Retained for future capital
requirements
0 0.0 - Depreciation 23.0 21.2 20.8 23.5 21.4
98/99 99/00 00/01 01/02 02/03
- Retained profit 167.2 184.3 85.8 80.9 27.8
Retained in the business Total value added 569.7 536.1 458.0 403.5 381.6
Suppliers of capital
Government Value added per $ revenue 0.65 0.64 0.70 0.71 0.58
Employee
Value added per $ employment cost 1.68 2.01 1.49 1.51 1.38
Value added per $ revenue
Value added per $ employment cost
Value added per $ investment in
Value added per $ investment in fixed assets 1.61 1.58 1.52 1.38 1.56
fixed assets
Value added is a measure of wealth created. The statement above shows the Group’s value added
from 1998-99 to 2002-03 and its distribution by way of payments to employees, government, and to
those who have provided capital. It also indicates the portion retained in the business for future
capital requirements.
100
1000 Staff Strength and Indices
500
80 0 In 2002-03, the Company average staff strength was 4,570, an increase of 325 (+7.7%)
98/99 99/00 00/01 01/02 02/03
over the previous financial year.
Staff Strength
Revenue per employee ($) 2002-2003 2001-2002 % change
Value added per employee ($)
Revenue per employee ($) 190,640 195,735 -2.6
Value added per employee ($) 115,267 118,177 -2.5
Company Staff Strength and Indices Staff costs per employee ($) 73,595 62,370 +18.0
S$’000 number
Average number of employees 4,570 4,245 +7.7
200 5000
The Group’s staff strength increased 331 (+7.7%) to 4,624.
4500
180
4000 Group revenue per employee decreased 2.4% to $189,928, while value added per
160
3500 employee dropped 1.4% to $123,209.
3000
140 2500
2000
120
1500
1000
100
500
80 0
98/99 99/00 00/01 01/02 02/03
Staff Strength
Revenue per employee ($)
Value added per employee ($)
Report by the Board of Directors
The directors have pleasure in presenting their report together with the audited financial statements of the
Group and of the Company for the financial year ended 31 March 2003.
In the opinion of the directors, the results of the operations of the Group and of the Company during the
financial year have not been affected by any item, transaction or event of a material and unusual nature,
other than as disclosed in the financial statements.
There were no other material transfers to or from reserves or provisions during the financial year save as
disclosed in the financial statements.
3. Dividends
A final dividend of 3.0 cents (1.2 cents less income tax at 22% and 1.8 cents tax exempt) per $0.10
ordinary share, amounting to $27,361,000 was paid in respect of the last financial year as proposed in
the previous directors’ report.
An interim dividend of 2.0 cents per $0.10 ordinary share less income tax at 22%, amounting to
$15,607,000 was paid on 27 November 2002.
The directors propose a final dividend of 2.5 cents (1.2 cents less income tax at 22% and 1.3 cents tax
exempt) per $0.10 ordinary share, amounting to $22,370,000, to be paid for the financial year ended 31
March 2003.
4. Principal Activities
The principal activities of the Company are the maintenance, repair and overhaul of aircraft, the provision
of engine and component overhaul, the provision of line maintenance and technical ground handling
services, and investment holdings. The principal activities of the subsidiary companies include the
manufacturing of aircraft cabin equipment, refurbishment of aircraft galleys and investment holdings.
There have been no significant changes in the nature of these activities during the financial year.
(a) The names of the directors in office at the date of this report are:-
(b) The following directors who held office at the end of the financial year have, according to the register
required to be kept under Section 164 of the Companies Act, Cap. 50, an interest in the ordinary
shares and share options of the Company, and in the shares, share options, debentures and rights of
the Company’s immediate holding company and the subsidiary companies of the Company’s
immediate and ultimate holding company:-
* at date of appointment
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangements
to which the Company is a party, whereby directors might acquire benefits by means of the acquisition of
shares and share options in, or debentures of, the Company or any other body corporate, other than
pursuant to the SIA Engineering Company Limited Employee Share Option Plan.
(c) No directors who held office at the end of the financial year had an interest in shares or debentures
of the Company’s holding companies or any of the subsidiary companies of the Company’s holding
companies other than those disclosed in paragraph 5(b) above.
(d) Neither at the end of the financial year, nor at any time during that year, did there subsist any
arrangements to which the Company is a party, whereby directors might acquire benefits by means
of the acquisition of shares in, or debentures of, the Company or any other body corporate other
than those disclosed in paragraph 5(b) above.
(e) Since the end of the previous financial year, no director has received or has become entitled to
receive benefits under contracts required to be disclosed by section 201(8) of the Companies Act,
Cap. 50, save as disclosed in the financial statements.
Report by the Board of Directors
6. Audit Committee
The Audit Committee comprises four members, all of whom are non-executive and three of whom are
independent directors. The members of the Audit Committee at the date of this report are:-
With the exception of Dr Thio Su Mien, all the members were in attendance at the Committee’s four
meetings during the year with the internal and external auditors of the Company. Dr Thio Su Mien attended
three of the meetings. The Committee performs the following functions:-
(a) reviews the audit plans of the internal auditors and external auditors of the Company, the results of
the auditors’ examination of the Company’s material internal financial, accounting and compliance
controls and the co-operation given by the Company’s officers to the auditors;
(b) reviews the half-year and full-year announcements of results and annual financial statements of the
Group and the Company and the external auditors’ report thereon before their submission to the
Board of Directors;
(c) reviews the independence of the external auditors of the Company and the nature and extent of non-
audit services provided by the external auditors;
(e) reviews the adequacy and effectiveness of the internal audit function;
(f) reviews the Company’s risk management processes and provides oversight to the work of the Risk
Management Committee (RMC) in respect of financial risks; and
The Committee has nominated Ernst & Young, Certified Public Accountants, for re-appointment as the
Company’s auditors by shareholders for the ensuing financial year.
During the financial year, the following subsidiary company was incorporated:-
There was no other acquisition or disposal of subsidiary companies by the Company during the
financial year.
During the financial year, the Company issued 437,000 new ordinary shares pursuant to the exercise of
437,000 share options at exercise prices of $1.41, $1.95 and $2.05. Share premium of $823,000 arose
from the issue of the new shares. The new shares rank pari passu in all respects with the existing ordinary
shares of the Company.
There were no other issues of shares or debentures during the financial year.
The SIA Engineering Company Limited Employee Share Option Plan (“the Plan”), which comprises the
Senior Executive Share Option Scheme for senior executives and the Employee Share Option Scheme
for all other employees, was approved by shareholders on 9 February 2000.
Under the Plan, all options to be issued will have a term no longer than 10 years from the date of grant.
The exercise price of the option will be the average of the closing prices of the ordinary shares on the
SGX-ST for the five market days immediately preceding the date of grant.
Under the Employee Share Option Scheme, options will vest two years after the date of grant. Under the
Senior Executive Share Option Scheme, options will vest:-
(a) one year after the date of grant for 25% of the ordinary shares subject to the options;
(b) two years after the date of grant for an additional 25% of the ordinary shares subject to the options;
(c) three years after the date of grant for an additional 25% of the ordinary shares subject to the options;
and
(d) four years after the date of grant for the remaining 25% of the ordinary shares subject to the options.
N Varaprasad - Chairman
Cheong Choong Kong
Wong Ngit Liong
No options have been granted to controlling shareholders or their associates, or parent group employees.
No employee has received 5% or more of the total number of options available under both the Employee
Share Option Scheme and the Senior Executive Share Option Scheme.
During the financial year, in consideration of the payment of $1.00 for each offer of options accepted,
offers of options were granted pursuant to the Employee Share Option Scheme and the Senior Executive
Share Option Scheme in respect of 16,679,200 unissued shares of $0.10 each in the Company at an
offering price of $2.38 per share.
Report by the Board of Directors
At the end of the financial year, options to take up 60,301,000 unissued shares of $0.10 each in the
Company were outstanding:-
* the adjustments to share options granted pertain to options granted but not taken up.
Aggregate Aggregate
options granted options exercised
since since Aggregate
commencement commencement options
Options granted of scheme to end of scheme to end outstanding at
during financial of financial year of financial year end of financial
Name of participant year under review under review under review Options lapsed year under review
(a) Before the financial statements of the Group and of the Company were made out, the directors took
reasonable steps:-
(i) to ascertain that proper action had been taken in relation to the writing-off of bad debts and the
making of provision for doubtful debts and satisfied themselves that all known bad debts had
been written-off and that adequate provision had been made for doubtful debts, and
(ii) to ensure that any current assets which were unlikely to realise their book value in the ordinary
course of business were written-down to an amount which they might be expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:-
(i) the amount written-off for bad debts or the amount of the provision for doubtful debts inadequate
to any substantial extent, and
(i) there are no charges on the assets of the Group and of the Company which have arisen since the
end of the financial year to secure the liabilities of any other person; and
(ii) there are no material contingent liabilities which have arisen since the end of the financial year.
(e) No contingent liability or other liability has become enforceable or is likely to become enforceable
within the period of twelve months after the end of the financial year which, in the opinion of the
directors, will or may affect the ability of the Company or its subsidiary companies to meet their
obligations as and when they fall due.
(f) In the opinion of the directors, no item, transaction or event of a material and unusual nature has
arisen in the interval between the end of the financial year and the date of this report which is likely to
affect substantially the results of the operations of the Group or of the Company for the financial year
in which this report is made.
11. Auditors
The auditors, Ernst & Young, Certified Public Accountants, have expressed their willingness to accept
re-appointment.
We, Cheong Choong Kong and Chew Leng Seng, being two of the directors of SIA Engineering Company
Limited, do hereby state that, in the opinion of the directors:-
(a) the accompanying financial statements set out on pages 82 to 113 are drawn up so as to give a true
and fair view of the state of affairs of the Group and of the Company as at 31 March 2003, the results
of the business, the changes in shareholders’ equity of the Group and of the Company and the cash
flows of the Group for the financial year then ended;
(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.
We have audited the financial statements of SIA Engineering Company Limited and its subsidiary companies
set out on pages 82 to 113. These financial statements comprise the balance sheets of the Group and
the Company as at 31 March 2003, the profit and loss accounts, the statements of changes in shareholders’
equity of the Group and the Company and cash flow statement of the Group for the financial year then
ended, and notes thereto. These financial statements are the responsibility of the Company’s directors.
Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the directors, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:-
(a) the financial statements and consolidated financial statements are properly drawn in accordance
with the provisions of the Companies Act, Cap. 50 (“Act”), and Singapore Statements of Accounting
Standard and so as to give a true and fair view of:-
(i) the state of affairs of the Group and of the Company as at 31 March 2003, the results, the
changes in shareholders’ equity of the Group and of the Company and cash flows of the Group
for the financial year then ended; and
(ii) the other matters required by Section 201 of the Act to be dealt with in the financial statements
and consolidated financial statements;
(b) the accounting and other records, and the registers required by the Act to be kept by the Company
and by those subsidiary companies incorporated in Singapore of which we are the auditors, have
been properly kept in accordance with the provisions of the Act.
We are satisfied that the financial statements of the subsidiary companies that have been consolidated
with the financial statements of the Company are in form and content appropriate and proper for the
purposes of the preparation of the consolidated financial statements and we have received satisfactory
information and explanations as required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiary companies were not subject to any
qualification and did not include any comment made under section 207(3) of the Act.
EXPENDITURE
Staff costs 28 338,404 266,124 336,327 264,762
Material costs 242,304 246,623 240,097 245,325
Depreciation 12 22,968 21,172 22,639 20,878
Company accommodation 39,818 38,160 39,688 38,063
Other operating expenses 93,698 59,809 91,719 58,667
737,192 631,888 730,470 627,695
The accounting policies and explanatory notes on pages 87 to 113 form an integral part of the financial statements.
SHARE CAPITAL
Authorised 10 300,000 300,000 300,000 300,000
RESERVES
Distributable
General reserve 731,890 569,672 659,255 537,681
Foreign currency translation reserve 4,988 12,991 308 800
Non-distributable
Share premium 823 - 823 -
737,701 582,663 660,386 538,481
SHARE CAPITAL AND RESERVES 837,745 682,663 760,430 638,481
MINORITY INTEREST 2,012 1,955 - -
DEFERRED TAXATION 11 10,715 14,162 10,715 13,937
850,472 698,780 771,145 652,418
Represented by :-
CURRENT ASSETS
Trade and other debtors 17 50,546 54,652 49,531 53,660
Immediate holding company 18 58,547 56,376 58,287 56,288
Related parties 19 24,538 20,255 24,553 20,518
Term-loan due from an investee company 16 882 - 882 -
Stocks 20 13,134 10,326 12,245 9,337
Work-in-progress 27,687 16,814 26,972 15,971
Short-term deposits 21 338,303 208,929 338,303 208,929
Cash and bank balances 22 60,798 71,069 59,616 70,703
574,435 438,421 570,389 435,406
Less:-
CURRENT LIABILITIES
Trade and other creditors 23 218,358 179,016 216,838 178,518
Bank loans 24 950 950 - -
Provision for taxation 20,160 27,397 20,160 27,397
239,468 207,363 236,998 205,915
The accounting policies and explanatory notes on pages 87 to 113 form an integral part of the financial statements.
Statement of Changes in Shareholders’ Equity
For the financial year ended 31 March 2003
Foreign currency
Share General Share translation
(In thousands of S$) capital reserve premium reserve Total
The Group
The accounting policies and explanatory notes on pages 87 to 113 form an integral part of the financial statements.
Foreign currency
Share General Share translation
(In thousands of S$) capital reserve premium reserve Total
The Company
The accounting policies and explanatory notes on pages 87 to 113 form an integral part of the financial statements.
Cash Flow Statements
For the financial year ended 31 March 2003
The Group
(In thousands of S$) Notes 2002-2003 2001-2002
The accounting policies and explanatory notes on pages 87 to 113 form an integral part of the financial statements
1. General
The financial statements of SIA Engineering Company Limited (“the Company”) for the financial
year ended 31 March 2003 were authorised for issue in accordance with a resolution of the directors on
13th May 2003.
The Company is a limited liability company incorporated in the Republic of Singapore. Its immediate
holding company is Singapore Airlines Limited, and its ultimate holding company is Temasek Holdings
(Private) Limited. Both are incorporated in Singapore.
Related companies in these financial statements refer to Singapore Airlines Limited and its subsidiary
companies. Related parties in these financial statements refer to related companies, directors and director
related entities and companies which controlling shareholders have control or significant influence.
The registered office of the Company is at SIA Engineering Company Hangar, 31 Airline Road, Singapore
819831.
The principal activities of the Company are the maintenance, repair and overhaul of aircraft, the provision
of engine and component overhaul, the provision of line maintenance and technical ground handling
services, and investment holdings. The principal activities of the subsidiary companies include the
manufacturing of aircraft cabin equipment, refurbishment of aircraft galleys and investment holdings.
There have been no significant changes in the nature of these activities during the financial year.
2. Accounting Policies
The main accounting policies of the Group, which are consistent with those of the previous financial year
and have been consistently applied, are described in the following paragraphs:-
The financial statements of the Group and of the Company, which are expressed in Singapore dollars,
are prepared under the historical cost convention and in accordance with Singapore Statements of
Accounting Standard and applicable requirements of the Companies Act, Cap 50.
(b) Consolidation
The consolidated financial statements incorporate the financial statements of the Company and its
subsidiary companies for the financial year ended 31 March.
The Group’s share of the consolidated results of associated companies for the financial year or
period is included in the consolidated profit and loss account and the Group’s share of the post-
acquisition reserves is added to the value of investments in associated companies shown in the
consolidated balance sheet. These amounts are taken from the latest audited financial statements
of the associated companies concerned, adjusted as appropriate to the end of the financial year or
period.
Notes to the Financial Statements
31 March 2003
The Group’s share of the consolidated results of the joint venture companies is included in the consolidated
financial statements using the equity method on the same basis as associated companies.
(c) Goodwill
When subsidiary companies or interests in joint venture and associated companies are acquired,
any excess of the consideration over the fair value of the net assets as at the date of acquisition
represents goodwill. Goodwill arising from business combinations on or after 1 April 2001 is amortised
using the straight-line method over a period not exceeding twenty years. Goodwill arising from business
combinations prior to 31 March 2001 has been written-off against reserves in the financial year in
which it arose.
(d) Revenue
Revenue from repair and maintenance of aircraft, engine and component overhaul is recognised in
accordance with the percentage of completion method. The stage of completion is measured by
reference to labour hours incurred to date as a percentage of total estimated hours for each contract.
Dividend income from investments is recognised when the shareholders’ right to receive the payment
is established.
Interest income from investments and fixed deposits is accrued on a day-to-day basis.
Training and development costs which include start-up programme costs are charged to the profit
and loss account in the financial year in which they are incurred.
Foreign currency transactions are converted at exchange rates closely approximating those ruling on
the transaction date. Foreign currency monetary assets and liabilities are converted into Singapore
dollars at the exchange rates prevailing at balance sheet date. All foreign currency exchange differences
arising from conversion are included in the profit and loss account except for those arising on,
monetary items that, in substance, form part of the Group’s and the Company’s net investments in
foreign entities. These are taken directly to the foreign currency translation reserve.
For the purposes of consolidation, the net assets of associated companies and joint venture
companies, whose financial statements are maintained in a currency other than Singapore dollars,
are translated into Singapore dollars at the exchange rates prevailing at the balance sheet date. The
share of results of associated companies and joint venture companies are translated at average
exchange rates applicable for the financial year. The resulting conversion adjustments are included in
the foreign currency translation reserve.
Fixed assets are stated at cost less accumulated depreciation. The cost of an asset comprises its
purchase price and any directly attributable costs of bringing the asset to working condition for its
intended use. Expenditure for additions, improvements and renewals is capitalised and expenditure
for maintenance and repairs is charged to the profit and loss account. When assets are sold or
retired, their costs and accumulated depreciation are removed from the financial statements and any
gain or loss resulting from their disposal is included in the profit and loss account.
The carrying amounts are reviewed at each balance sheet date to assess whether they are recorded
in excess of their recoverable amount and if the carrying value exceeds the recoverable amount,
assets are written-down to their recoverable amount. In determining the recoverable amount for
fixed assets, the higher of the net selling price and the value in use of the fixed assets is considered.
Fixed assets are depreciated on a straight-line basis at rates which are calculated to write-down their
costs over their estimated useful lives. The estimated useful lives are as follows:
Leasehold land and buildings are amortised over the lease period or 30 years, whichever is the
shorter.
These are depreciated over 3 to 7 years, with the exception of the test cell which is depreciated over
15 years.
This covers engine overhaul tooling, office furniture and equipment, and motor vehicles. These are
depreciated over 1 to 7 years.
Fully-depreciated assets are retained in the financial statements until they are no longer in use and no
further charge for depreciation is made in respect of these assets.
Shares in subsidiary, associated and joint venture companies are stated at cost, less provision for
impairment in value.
A subsidiary company is defined as a company, not being an associated company or joint venture
company, in which the Company has a long-term interest of more than 50% in the equity and in
whose financial and operating policy decisions the Company exercises control. A list of the subsidiary
companies is shown in Note 13 to the financial statements.
Notes to the Financial Statements
31 March 2003
An associated company is defined as a company, not being a subsidiary or a joint venture company,
in which the Company has a long-term interest of not less than 20% or more than 50% in the equity
and in whose financial and operating policy decisions the Company exercises significant influence.
A list of the associated companies is shown in Note 14 to the financial statements.
A joint venture company is defined as a company, not being a subsidiary or an associated company,
in which the Company has a share in the control of the company’s financial and operating affairs.
A list of the joint venture companies is shown in Note 15 to the financial statements.
These are stated at cost and provision is made for any impairment in value.
(l) Stocks
Stocks are stated at the lower of cost and net realisable value. Cost is determined on the first-in-first-
out basis. Net realisable value is the estimated selling price in the ordinary course of business less
estimated costs necessary to make the sale. Provision is made when necessary for slow moving,
obsolete and defective stocks.
Trade and other debtors, which generally have 30-90 day credit terms, are recognised and carried at
original invoiced amount less an allowance for any uncollectible amounts. An estimate for doubtful
debts is made when collection of the full amount is no longer probable. Bad debts are written-off as
incurred.
(n) Work-in-progress
Work-in-progress is stated at cost plus a proportion of estimated profit earned to-date, based upon
the degree of completion of the projects. Cost comprises direct materials, direct labour and other
direct overheads. Anticipated losses, if any, are provided for in full as and when they are determined.
Provision for warranty claims is made for engine overhaul and repair and maintenance of aircraft
(excluding line maintenance) based on past experience of the level of repairs.
Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred tax liabilities are recognised for all taxable temporary differences associated with investments
in subsidiary, associated and joint venture companies, except where the timing of the reversal of the
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused
tax assets and losses, to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, carry forward of unused tax assets and losses, can be
utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part
of the deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the balance sheet date.
Borrowing costs are recognised as expenses in the financial period in which they are incurred.
The Company has in place the SIA Engineering Company Limited Employee Share Option Plan for
granting share options to senior executives and all other employees. There are no charges to the
profit and loss account upon the grant or exercise of the options. Details of the plans are disclosed in
Note 28 to the financial statements.
As required by law, the Company and its subsidiary companies make contributions to the state
pension scheme, the Central Provident Fund (CPF) for the benefit of its employees. The Company
also contributes to its immediate holding company’s group pension scheme, the SIA Singapore
Provident Fund (SIA SPF) for the benefit of certain of its employees. Such contributions are recognised
as compensation expenses in the same period as the employment that gave rise to the contributions.
Liabilities for trade and other creditors, which are settled on 30 day terms, are carried at cost, which
is the fair value of the consideration to be paid in the future for goods and services received, whether
or not billed to the Group.
Notes to the Financial Statements
31 March 2003
Cash and cash equivalents include cash and bank balances and time and short-term deposits, less
bank overdrafts.
3. Segment Reporting
The Company and its subsidiary companies operate in Singapore in one business segment, that of
maintenance, repair and overhaul of aircraft and aircraft engines.
4. Revenue
Revenue comprised:-
The Group The Company
(In thousands of S$) 2002-2003 2001-2002 2002-2003 2001-2002
5. Operating Profit
The operating profit for the financial year is derived after charging/(crediting):-
Auditors’ remuneration
- Audit fees 117 95 102 80
- Non-audit fees 356 249 349 242
Bad debts recovered (1,601) (2,142) (1,601) (2,142)
Consultancy fee paid to a director 276 253 276 253
Emoluments for directors
- of the Company 344 512 341 507
- of the subsidiary companies 7 43 - -
Exchange losses/(gains), net 5,567 (2,004) 5,511 (1,942)
Operating lease expenses 113 124 - -
Professional fee paid to a firm in
which a director has an interest - 27 - 27
Provision for obsolete stock, net 1,691 1,742 1,596 1,636
(Write-back)/provision for warranty claims, net (147) 404 (147) 404
Provision/(write-back) for doubtful debts, net 4,344 (13,012) 4,344 (13,012)
The Company has been granted expansion incentive under the Economic Expansion Incentives (Relief
from Income Tax Act) till May 2004, subject to the Company complying with the conditions imposed by
the law. Profits from qualifying activities in excess of a pre-determined base profit will be tax-exempt
during the expansion period.
The current year’s taxation charge for the Group and the Company is computed after taking into account
income not assessable to tax and is therefore lower than the amount determined by applying the statutory
tax rate to the financial year’s profit. A reconciliation of the statutory tax rate to the Group and the Company’s
effective tax rate applicable to pre-tax profits is as follows:-
Notes to the Financial Statements
31 March 2003
Profit before taxation for the year 216,414 252,517 167,806 216,021
The statutory income tax rate applicable to Singapore companies of the Group was reduced to 22.0%
for Year of Assessment 2003 from 24.5% for Year of Assessment 2002.
The Group
(In thousands of S$) 2002-2003 2001-2002
Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted
average number of ordinary shares in issue during the financial year.
Diluted earnings per share is calculated by dividing the net profit attributable to shareholders by the
weighted average number of ordinary shares outstanding during the year (adjusted for the effects of
dilutive options).
Dividends Paid:-
Final dividend of 3.0 cents per share
(1.2 cents less 22.0% tax and 1.8 cents
tax exempt) in respect of previous financial year
(2001: 2.5 cents per share less 24.5% tax) 27,361 18,875 27,361 18,875
The directors propose a final dividend of 2.5 cents (1.2 cents less income tax at 22% and 1.3 cents tax
exempt) per $0.10 ordinary share, amounting to $22,370,000 (2002:$27,361,000), be paid for the financial
year ended 31 March 2003.
Authorised:-
Balance at beginning and end of the financial year -
3,000,000,000 ordinary shares of $0.10 each 300,000 300,000
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company.
All ordinary shares carry one vote per share without restriction.
During the financial year, in consideration of the payment of $1.00 for each offer of options accepted,
offers of options were granted pursuant to the Employee Share Option Scheme and the Senior Executive
Share Option Scheme in respect of 16,679,200 unissued shares of $0.10 each in the Company at an
offering price of $2.38 per share.
Notes to the Financial Statements
31 March 2003
At the end of the financial year, share options granted to employees under the SIA Engineering Company
Limited Employee Share Option Plan to take up 60,301,000 unissued shares of $0.10 each in the Company
were outstanding as follows:-
* the adjustments to share options granted pertain to options granted but not taken up.
During the financial year, 437,000 new ordinary shares of $0.10 each were issued pursuant to the exercise
of 437,000 share options at exercise prices of $1.41, $1.95 and $2.05. Share premium of $823,000
arose from the issue of the new shares.
Group
Cost
Leasehold land and buildings 137,176 621 8 137,805
Plant, equipment and tooling 169,628 8,000 (1,922) 175,706
Engine overhaul tooling 4,544 578 (652) 4,470
Office furniture and equipment 22,055 4,117 3,674 29,846
Motor vehicles 5,836 178 93 6,107
339,239 13,494 1,201 353,934
Advance and progress payments 14,468 15,346 (7,327) 22,487
353,707 28,840 (6,126) 376,421
Accumulated depreciation
Leasehold land and buildings 30,553 4,628 - 35,181
Plant, equipment and tooling 111,539 13,607 (3,192) 121,954
Engine overhaul tooling 1,326 873 (653) 1,546
Office furniture and equipment 16,970 3,309 (1,697) 18,582
Motor vehicles 3,932 551 (166) 4,317
164,320 22,968 (5,708) 181,580
Net book value 189,387 194,841
Company
Cost
Leasehold land and buildings 132,191 425 8 132,624
Plant, equipment and tooling 167,405 7,805 (1,289) 173,921
Engine overhaul tooling 4,544 578 (652) 4,470
Office furniture and equipment 21,786 3,969 3,681 29,436
Motor vehicles 5,746 178 93 6,017
331,672 12,955 1,841 346,468
Advance and progress payments 14,386 15,346 (7,327) 22,405
346,058 28,301 (5,486) 368,873
Accumulated depreciation
Leasehold land and buildings 29,290 4,437 - 33,727
Plant, equipment and tooling 109,456 13,529 (2,560) 120,425
Engine overhaul tooling 1,326 873 (653) 1,546
Office furniture and equipment 16,747 3,261 (1,691) 18,317
Motor vehicles 3,870 539 (166) 4,243
160,689 22,639 (5,070) 178,258
Net book value 185,369 190,615
The Company
31 March
(In thousands of S$) 2003 2002
The term-loan to SIAEC Services Pte Ltd is unsecured and bears interest between 1.6% and 2.1%
(2002: 2.1% and 5.3%) per annum. The term loan principal of US$180,000 was drawn down on
8 September 1999 and is repayable in 3 equal instalments. The first and second principal repayments
were made in March 2000 and March 2003 respectively. The last instalment is to be repaid in December
2003. The loan forms part of the Company’s loan to its associated company, Eagle Services Asia Private
Limited (see Note 14).
Singapore Jamco Pte Ltd * Manufacturing aircraft cabin 3,816 3,816 65.0 65.0
(Singapore) equipment and refurbishment
of aircraft galleys
SIAEC Services Pte Ltd * Investment holding 1,461 1,461 100.0 100.0
(Singapore)
During the financial year, the Company acquired an additional 10.0% equity interest in Rohr Aero Services-
Asia Pte Ltd at a cost of $10,044,000 on 24 June 2002. Goodwill arising from this acquisition amounting
to $4,154,000 was capitalised and is being amortised over a period of ten years.
During the financial year, the Company acquired 33.3% equity interest in a newly incorporated associated
company, International Aerospace Tubes-Asia Pte Ltd, at a cost of $3,583,000.
Goodwill arising from the acquisition of associated companies which are included as part of the cost of
investment in associated companies is analysed as follows:-
The Group
31 March
(In thousands of S$) 2003 2002
Goodwill
Balance at 1 April 24,095 23,045
Additions during the financial year 4,154 1,050
Balance at 31 March 28,249 24,095
Goodwill written-off
Balance at 1 April (24,095) (23,045)
Charge to profit and loss* - (1,050)
Balance at 31 March (24,095) (24,095)
Amortisation of goodwill
Balance at 1 April - -
Charge to profit and loss (312) -
Balance at 31 March (312) -
* this relates to consideration adjustment arising from the acquisition of an associated company in financial year ended 31 March 2001
Eagle Services Asia Repair and overhaul of 71,588 71,588 49.0 49.0
Private Limited aircraft engines
(Singapore)
Fuel Accessory Service Repair and overhaul of 5,071 5,071 49.0 49.0
Technologies Pte Ltd engine fuel components
(Singapore) and accessories
Messier Services Asia Repair and overhaul of 13,971 13,971 40.0 40.0
Private Limited Boeing and Airbus series
(Singapore) landing gears
Rohr Aero Services-Asia Repair and overhaul of 37,220 27,176 40.0 30.0
Pte Ltd aircraft nacelles, thrust
(Singapore) reversers and pylons
Turbine Coating Services Repair of PW4000 turbine 5,671 5,671 24.5 24.5
Private Limited airfoils
(Singapore)
162,185 148,558
The Group
31 March
(In thousands of S$) 2003 2002
The Group’s share of the consolidated assets and liabilities of the joint venture companies comprises:-
The Group
31 March
(In thousands of S$) 2003 2002
International Engine Repair of nozzle guide vanes 11,006 11,967 50.0 50.0
Component Overhaul and compressor stators of
Pte Ltd Rolls-Royce RB 211 and
(Singapore) Trent aero-engines and
other aircraft components
Singapore Aero Engine Repair and maintenance of 46,532 38,516 50.0 50.0
Services Pte Ltd Trent aero-engines
(Singapore)
57,538 50,483
During the financial year, there was a capital reduction exercise by International Engine Component
Overhaul Pte Ltd.
During the financial year, the Company made additional capital contribution of $8,016,000 in Singapore
Aero Engine Services Pte Ltd in accordance with the joint venture agreement.
Notes to the Financial Statements
31 March 2003
The Company holds a 5.0% (2002: 5.0%) equity interest in Taikoo (Xiamen) Aircraft Engineering Company
Limited which is incorporated and operates in the People’s Republic of China.
The Company also holds a 10.0% (2002: 10.0%) interest in the equity of Hong Kong Aero Engine Services
Limited, which is incorporated and operates in Hong Kong Special Administrative Region of the People’s
Republic of China.
The Company has also provided Hong Kong Aero Engine Services Limited with a shareholders’ loan of
US$3,557,510 (2002: US$6,001,000 of which $1,290,000 is interest free and US$4,711,000 is interest
bearing) which is unsecured, bears interest between 1.9% and 2.8% (2002: 2.4% and 6.2%) per annum.
The loan has no fixed repayment term, and is not expected to be repayable within the next 12 months.
Included in staff loans are loans to the Company’s staff who are directors of its subsidiary companies,
amounting to approximately $123,000 (2002: nil). These loans have been granted in accordance with
schemes approved by the shareholders of the Company.
The amounts due from the immediate holding company are trade in nature and for which normal commercial
terms apply.
The amounts receivable on current account from related parties are trade in nature and for which normal
commercial terms apply.
Notes to the Financial Statements
31 March 2003
20. Stocks
Aircraft and component spares and raw materials are stated after deducting provision for stock
obsolescence. An analysis of the provision for stock obsolescence is as follows:-
Funds surplus to the Company’s working capital requirements are placed in short-term deposits with
external financial institutions through the immediate holding company. These deposits earn interest ranging
from 0.6% to 1.8% (2002: 0.7% to 4.3%) per annum and can be withdrawn on demand.
These balances are placed in interest bearing current accounts earning interest ranging from 0.1% to
1.5% (2002: 0.1% to 4.3%) per annum.
The Group
31 March
(In thousands of S$) 2003 2002
The revolving credit facility taken by Singapore Jamco Pte Ltd is unsecured, repayable 31 March 2004
and bears interest between 1.8% and 2.1% (2002: 2.1% and 3.6%) per annum.
Notes to the Financial Statements
31 March 2003
The Group
(In thousands of S$) 2002-2003 2001-2002
(a) The following commitments for capital expenditure have not been provided for in the financial
statements:-
The Group The Company
31 March 31 March
(In thousands of S$) 2003 2002 2003 2002
The Group
31 March
(In thousands of S$) 2003 2002
The Group leases certain property under lease agreements that are non-cancellable within a year. The
leases expire at various dates till 2024 and contain provisions for rental adjustments.
Contingent liabilities in respect of guarantees given by the Group and the Company are as follows:-
As mentioned in the previous financial year, the Company is proceeding with arbitration with an airline
customer who made a claim on 16 January 2001 for damages arising from maintenance work. The claim
is for US$4.6million (S$8.3million), and is fully covered by insurance. The Directors are of the opinion that
based on information made available up to the date of this report, the matter is not likely to have a
material adverse effect on the results of the Company or its liquidity. In view of the foregoing, no provision
for the claim has been made in the financial statements.
Notes to the Financial Statements
31 March 2003
The SIA Engineering Company Limited Employee Share Option Plan (“the Plan”), which comprises the
Senior Executive Share Option Scheme for senior executives and the Employee Share Option Scheme
for all other employees, was approved by the shareholders of the Company on 9 February 2000.
Under the Plan, all options to be issued will have a term no longer than 10 years from the date of grant.
The exercise price of the option will be the average of the closing prices of the ordinary shares on the
SGX-ST for the five market days immediately preceding the date of grant.
Under the Employee Share Option Scheme, options will vest two years after the date of grant. Under the
Senior Executive Share Option Scheme, options will vest:-
(a) one year after the date of grant for 25% of the ordinary shares subject to the options;
(b) two years after the date of grant for an additional 25% of the ordinary shares subject to the options;
(c) three years after the date of grant for an additional 25% of the ordinary shares subject to the options;
and
(d) four years after the date of grant for the remaining 25% of the ordinary shares subject to the options.
Information with respect to the number of options granted under the Plan is as follows:-
* considerations received from share options exercised during the financial year was:-
2002-2003 2001-2002
(a) The total number of options outstanding includes an aggregate of 3,794,950 share options held by
employees who have retired or ceased to be employed by the Company or any of the subsidiary
companies by reason of (i) ill health, injury or disability or death; (ii) redundancy; or (iii) any other
reason approved in writing by the Committee. The said options are exercisable up to the expiration
of the applicable exercise period or the period of 5 years from the date of retirement or cessation of
employment, whichever is earlier;
(b) The total number of options outstanding includes an aggregate of 119,900 share options held by
employees who have completed their fixed term contracts during the financial year. The said options,
if unvested yet, shall immediately vest and be exercisable from the date of cessation of employment
to the date falling one year from the date of cessation of employment.
Notes to the Financial Statements
31 March 2003
The Group operates principally in Singapore and generates revenue mainly in Singapore dollars. The
Group also has investments in associated and joint venture companies that operate in four countries. The
Group’s operations carry certain financial risks, including the effects of changes in foreign exchange rates
and interest rates. The Group’s risk management approach is to minimise the effects of such volatility on
its financial performance. Financial risk management policies are periodically renewed and approved by
the Board of Directors.
The Group’s maximum exposure to credit risk (not taking into account the value of any collateral or other
security held) in the event the counterparties fail to perform their obligations in relation to each class of
recognised financial assets is the carrying amount of those assets as indicated in the balance sheet as of
31 March 2003.
Concentrations of credit risk with respect to trade debtors are limited to the entities comprising the
Group’s customer base. The Group carefully assesses the financial strength of its customers and generally
does not require any collateral. At 31 March 2003, the only trade debtor exceeding 10% of the Group’s
trade debtors was an amount of $58,547,000 (2002: $56,376,000) due from its immediate holding
company, Singapore Airlines Limited.
The Group’s exposure to market risk for changes in the interest rates relates primarily to the Group’s
short-term deposits with banks placed via its immediate holding company and loans to associated and
investee companies.
The Group is exposed to movements in foreign currency exchange rates through its normal course of
business. Billings for services provided to certain third party customers are denominated in United States
dollars. Ordinarily, the Group does not enter into foreign currency forward exchange contracts to protect
against the volatility associated with the fluctuations of foreign currency exchange rates as the net foreign
currency balances are not significant to the Group. The Group does not use foreign currency forward
exchange contracts or purchased currency options for trading purposes.
The Group is exposed to foreign exchange movements on its net investments in foreign associated
companies. The Group does not use any foreign currency borrowings to hedge against such investments.
Fair values
The carrying values of current financial assets and liabilities approximate their fair values due to their short
maturities.
The significant transactions between the Group and its related parties and the effects of these transactions
on terms agreed among the companies are as follows:-
Income
Sales of services and related materials to the
immediate holding and related companies 722,297 694,971 720,513 693,098
Rental of office space charged to the
immediate holding company 2,001 2,001 2,001 2,001
Interest income from the immediate
holding company 2,310 4,076 2,310 4,076
Equipment fee charged to the immediate
holding company 6,202 5,626 6,202 5,626
Sales of services and related materials to
associated companies 1,808 1,030 1,808 1,030
Sales of services and related materials to
joint venture companies 4,894 372 4,894 372
Sales of services and related materials to
a related party 182 - 182 -
Expense
Management fees charged by the immediate
holding company for corporate, general and
administrative, technical and insurance
services and equipment leases 8,618 7,611 8,618 7,611
Rental of workshop and office space charged
by the immediate holding company 25,621 25,493 25,621 25,493
Purchases of materials from the immediate
holding company 237,388 242,198 237,388 242,198
Service rendered by the immediate holding
company 7,537 8,368 7,537 8,368
Service rendered by a related company 1,825 1,352 1,825 1,352
Other transactions with related parties are disclosed in Notes 5, 6 and 17.
Additional Information
1. Directors’ Emoluments
The number of directors of the Company whose emoluments fall within the following bands:-
The Company
2002-2003 2001-2002
The directors’ emoluments for the financial year ended 31 March 2003 include directors’ fees of $341,447
which is derived using the following rates:-
The Company
(In thousands of S$) 2002-2003
Type of Appointment
(i) Board of Directors
- Basic Fee 28
- Chairman’s Allowance 28
(ii) Board Committee
- Member’s Allowance 4
(iii) Audit Committee
- Chairman’s Allowance 17
- Member’s Allowance 8
(iv) Other Board Committees
- Chairman’s Allowance 8
- Member’s Allowance 4
The aggregate value of interested persons transactions (“IPTs”) entered into during the financial year are
as follows:-
Aggregate value of all IPTs during the financial
year under review (excluding transactions less Aggregate value of all IPTs conducted
than $100,000 and transactions conducted under the shareholders’ mandate pursuant
under the shareholders’ mandate pursuant to Rule 920 (excluding transactions less
Name of interested person to Rule 920) than $100,000)
(In thousands of S$)
SIAEC has subsisting contracts with Singapore Airlines Limited and its Group companies. The details of
the transactions entered into pursuant to these contracts can be found in Note 30 to the financial statements
on page 113 and Point No. 2 of the Additional Information on Interested Person Transactions on page
114. Save for the aforementioned contracts, neither SIAEC nor any of its subsidiaries has entered into
any material contract, involving the interests of SIAEC’s chief executive officer, director or controlling
shareholder, which is either still subsisting at the end of the financial year ended 31 March 2003 or
entered into since the end of the previous financial year ended 31 March 2002.
Revenue:
2002-2003 (S$million) 426.4 451.7 878.1
(%) 48.6 51.4 100.0
2001-2002 (S$million) 417.5 418.1 835.6
(%) 50.0 50.0 100.0
Expenditure:
2002-2003 (S$million) 354.1 383.1 737.2
(%) 48.0 52.0 100.0
2001-2002 (S$million) 331.4 300.5 631.9
(%) 52.4 47.6 100.0
Operating profit:
2002-2003 (S$million) 72.3 68.6 140.9
(%) 51.3 48.7 100.0
2001-2002 (S$million) 86.1 117.6 203.7
(%) 42.3 57.7 100.0
# Internally generated cash flow comprises cash generated from operations, dividends from associated companies, and proceeds
from sale of fixed assets.
100% SIAEC Services Pte Limited (holds 1% of Eagle Services Asia Pte Limited)
Analysis of Shareholdings
Number of Amount of
Range of Shareholdings Shareholders % Shareholdings %
Based on information available to the Company as at 13 May 2003, 13.02% of the issued ordinary shares of the Company is held by
the public and therefore, Rule 723 of the Listing Manual issued by SGX-ST is complied with.
Major Shareholders
ST Index Volume
Share price (Million
(S$) Stock
Units)
2.5 2000 20
1800 18
2.0 1600 16
1400 14
1.5 1200 12
1000 10
1.0 800 8
600 6
0.5 400 4
200 2
0 0 0
Apr 02 May 02 Jun 02 Jul 02 Aug 02 Sep 02 Oct 02 Nov 02 Dec 02 Jan 03 Feb 03 Mar 03
ST Index High
Close price
Volume Low
Notes:
* Based on closing price on 31 March
** Cash earnings is defined as profit after tax and minority interest plus depreciation
Notice of Annual General Meeting
SIA Engineering Company Limited
NOTICE IS HEREBY GIVEN that the 21st Annual General Meeting of SIA Engineering Company Limited
(“the Company”) will be held at the Mandarin Ballrooms 1 and 2, 6th Floor, South Tower, Meritus Mandarin
Singapore, 333 Orchard Road, Singapore 238867 on Saturday, 12 July 2003 at 10.00 a.m. to transact
the following business:
Ordinary Business
1. To receive and adopt the Directors’ Report and Audited Accounts of the Company for the year ended
31 March 2003 and the Auditors’ Report thereon.
2. To declare a final dividend of 2.5 cents per share (1.2 cents less income tax at 22% and 1.3 cents tax
exempt) for the year ended 31 March 2003.
3. To re-elect Mr Chew Leng Seng, a Director retiring pursuant to Article 83 of the Company’s Articles of
Association and who, being eligible, will offer himself for re-election as a Director.
Note: Mr Chew Leng Seng, a non-independent Director, will upon re-election, continue to serve as
chairman of the Capital Structure Committee, a member of the Board Committee and a member of
the Audit Committee.
4. To re-elect Lt-Gen (NS) Bey Soo Khiang, a Director retiring pursuant to Article 83 of the Company’s
Articles of Association and who, being eligible, will offer himself for re-election as a Director.
5. To re-elect Dr Thio Su Mien, a Director retiring pursuant to Article 83 of the Company’s Articles of
Association and who, being eligible, will offer herself for re-election as Director.
Note: Dr Thio Su Mien, will upon re-election, continue to serve as a member of the Audit Committee
and an alternate member of the Board Committee. She will be considered independent for the purposes
of Clause 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
6. To re-elect Mr Koh Boon Hwee, a Director retiring pursuant to Article 90 of the Company’s Articles of
Association and who, being eligible, will offer himself for re-election as Director.
Note: Mr Koh Boon Hwee, a non-independent Director, will upon re-election, continue to serve as
Chairman of the Board.
7. To re-elect Mr Chew Choon Seng, a Director retiring pursuant to Article 90 of the Company’s Articles
of Association and who, being eligible, will offer himself for re-election as Director.
Note: Mr Chew Choon Seng, a non-independent Director, will upon re-election, continue to serve as
Deputy Chairman of the Board and a member of the Board Committee, Nominating Committee and
Compensation Committee.
8. To re-appoint Messrs Ernst & Young as auditors of the Company to hold office until the next Annual
General Meeting and to authorise the Directors to fix their remuneration.
9. To consider and, if thought fit, to pass the following resolutions as ordinary resolutions with or without
any modifications:
9.1 “That the Directors’ Fees of $341,447.00 (FY2001/2002: $291,260.00) for the year ended
31 March 2003 be and are hereby approved for payment.”
9.2 “That subject to the Companies Act (Cap. 50), the Articles of Association of the Company and the
Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), the Directors of
the Company be and are hereby authorised pursuant to Section 161 of the Companies Act (Cap.
50), to issue shares in the Company (whether by way of rights, bonus or otherwise) 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, PROVIDED ALWAYS THAT:- (a) the aggregate number
of shares to be issued pursuant to this Resolution does not exceed 50 per cent. of the total issued
share capital of the Company for the time being, of which the aggregate number of shares that
may be issued other than on a pro rata basis to existing shareholders shall not exceed 20 per
cent. of the total issued share capital of the Company for the time being, and the aggregate
number of shares that may be issued under this proviso shall be calculated in accordance with
the listing rules of the SGX-ST, and (b) unless revoked or varied by the Company in general
meeting, such authority 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 or the Articles of Association of the Company to be held, whichever is the
earlier.”
9.3 “That, for the purposes of Chapter 9 of the Listing Manual of the Singapore Exchange Securities
Trading Limited (“Chapter 9”):-
9.3.1 approval be and is hereby given, for the Company, its subsidiaries and relevant associated
companies comprising entities at risk under the provisions of Chapter 9, or any of them to
enter into any of the transactions falling within the types of interested person transactions,
particulars of which are set out in the Company’s Mandate for Interested Person Transactions
approved at the Extraordinary General Meeting of the Company held on 7 July 2001 and
renewed at the Annual General Meeting held on 6 July 2002 (“IPT Mandate”) with any
party who is of the class of interested persons described in the IPT Mandate;
9.3.2 such approval shall, unless revoked or varied by the Company in General Meeting, continue
in force until the next Annual General Meeting of the Company; and
9.3.3 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 without limitation executing all such documents
as may be required), as they and/or he may consider expedient or necessary or in the
interests of the Company to give effect to the transactions contemplated and/or authorised
by the IPT Mandate and/or this Resolution.”
Notice of Annual General Meeting
SIA Engineering Company Limited
9.4 “That the Board of Directors of the Company be and is hereby authorised to offer and grant
Options in accordance with the provisions of the SIA Engineering Company Limited Employee
Share Option Plan (the “Plan”) and to allot and issue from time to time such number of ordinary
shares of S$0.10 each in the capital of the Company as may be required to be issued pursuant
to the exercise of the Options under the Plan PROVIDED ALWAYS THAT the aggregate number
of ordinary shares to be issued pursuant to the Plan shall not exceed 15 per cent. of the total
issued share capital of the Company from time to time.”
10. To transact any other business of the Company which may arise and can be transacted at an Annual
General Meeting.
NOTICE IS HEREBY GIVEN that, subject to approval being obtained at the 21st Annual General Meeting
of the Company for the declaration of the final dividend which will be paid on 31 July 2003, registrable
transfers received by the Company’s Share Registrars, KPMG, at 138 Robinson Road, #17-00 The
Corporate Office, Singapore 068906, up to 5.00 p.m. on 18 July 2003 will be registered to determine
shareholders’ entitlement to the proposed final dividend (depositors whose securities accounts with The
Central Depository (Pte) Limited are credited with shares as at 5.00 p.m. on 18 July 2003 will be entitled
to the proposed final dividend), and thereafter the Share Transfer Books and Register of Members of the
Company will be closed on 21 and 22 July 2003 for the preparation of dividend warrants.
i. Ordinary Resolution No. 9.1 is to approve the payment of Directors’ fees of $341,447.00 (FY2001/
2002:- $291,260.00) for the year ended 31 March 2003, for services rendered by Directors on the
Board as well as various Board Committees except for the Capital Structure Committee. Given the
ad-hoc nature of the Capital Structure Committee, no fees will be payable to the members thereof.
The Directors have, however, agreed to waive 50 per cent. of their fees for the year ended 31 March
2003, in response to the deteriorating business conditions facing the Company.
ii. Ordinary Resolution No. 9.2 is to empower the Directors from the date of the above Annual General
Meeting until the date of the next Annual General Meeting to issue shares in the Company. The
number of shares which the Directors may issue under the Resolution would not exceed 50 per cent.
of the issued share capital of the Company for the time being. For issues of shares other than on a
pro rata basis to all shareholders, the aggregate number of shares to be issued shall not exceed 20
per cent. of the existing issued share capital of the Company for the time being, calculated in accordance
with the listing rules of the Singapore Exchange Securities Trading Limited.
iii. Ordinary Resolution No. 9.3 is to renew the IPT Mandate (modified and restated and approved by
shareholders at the Extraordinary General Meeting held on 7 July 2001 and renewed at the Annual
General Meeting held on 6 July 2002) to allow the Company, its subsidiaries and relevant associated
companies or any of them to enter into certain interested person transactions with persons who are
considered “interested persons” in accordance with the terms of the IPT Mandate.
iv. Ordinary Resolution No. 9.4 is to authorise the Directors to offer and grant Options and to allot and
issue shares upon the exercise of such Options in accordance with the provisions of the Company’s
Employee Share Option Plan (the “Plan”). The Plan was approved at the Extraordinary General Meeting
held on 24 March 2000, prior to the Company’s initial public offering and was modified and restated
at the Extraordinary General Meeting held on 7 July 2001.
Notes
1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint not more
than two (2) proxies to attend and vote in his stead. A proxy need not be a member of the Company.
2. The instrument appointing a proxy must be deposited at Robinson Road Post Office, P.O. Box 314, Singapore
900614 not less than 48 hours before the time appointed for the Annual General Meeting.
This page is intentionally left blank
Proxy Form SIA ENGINEERING COMPANY LIMITED
(Incorporated in the Republic of Singapore)
Or failing *him/her, the Chairman of the Annual General Meeting (“AGM”) of the Company, as *my/our *proxy/proxies to
attend and to vote for *me/us and on *my/our behalf, at the AGM of the Company to be held on 12 July 2003 and at
any adjournment thereof.
*I/We direct *my/our *proxy/proxies to vote for or against the Ordinary Resolutions to be proposed at the AGM as
indicated hereunder. If no specific direction as to voting is given, the *proxy/proxies will vote or abstain from voting at
*his/their discretion, as *he/they will on any other matter arising at the AGM and at any adjournment thereof. If no
person is named in the above boxes, the Chairman of the AGM shall be *my/our *proxy/proxies to vote, for or against
the Ordinary Resolutions to be proposed at the AGM as indicated hereunder, for *me/us and on *my/our behalf at the
AGM and at any adjournment thereof.
Signature(s) of Shareholder(s) or Common Seal IMPORTANT: Please read Notes on the reverse.
NOTES:-
1. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his stead.
Such proxy need not be a member of the Company.
2. Where a member appoints two proxies, he must specify the proportion of his shareholding to be represented by each proxy.
3. The instrument appointing a proxy must be signed by the appointor or his duly authorised attorney or if the appointor is a corporation, it must be executed
either under its common seal or signed by its attorney.
4. A corporation which is a member may also appoint by resolution of its directors or other governing body an authorised representative or representatives in
accordance with its Articles of Association and Section 179 of the Companies Act (Cap. 50), to attend and vote on its behalf.
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 be deposited
at Robinson Road Post Office, P.O. Box 314, Singapore 900614, at least 48 hours before the time appointed for the AGM.
6. A member should insert the total number of Ordinary Shares held. If the member has Ordinary Shares entered against his name in the Depository Register
(as defined in Section 130A of the Companies Act (Cap. 50), he should insert that number of Ordinary Shares. If the member has Ordinary Shares registered
in his name in the Register of Members, he should insert that number of Ordinary Shares. If the member has Ordinary Shares entered against his name in the
Depository Register as well as Ordinary Shares registered in his name in the Register of Members, he should insert the aggregate number of Ordinary Shares.
If no number is inserted, this form of proxy will be deemed to relate to all the Ordinary Shares held by the member.
7. The Company shall be entitled to reject this instrument of proxy if it is incomplete, or illegible, or where the true intentions of the appointor are not ascertainable
from the instructions of the appointor specified in this instrument of proxy. In addition, in the case of a member whose Ordinary Shares are entered in the
Depository Register, the Company shall be entitled to reject this instrument of proxy which has been lodged if such member is not shown to have Ordinary
Shares entered against his name in the Depository Register at least 48 hours before the time appointed for holding the AGM as certified by The Central
Depository (Pte) Limited to the Company.
Affix
Postage
Stamp