Straits Trading : Annual Report 2024 | MarketScreener India
INNOVATE
Annual Report 2024
Table of Contents
OVERVIEW
YEAR IN REVIEW
Investor Relations & Shareholders' Club24
SUSTAINABILITY & GOVERNANCE
Report on Corporate Governance
FINANCIAL REPORT & OTHER INFORMATION
Independent Auditor's ReportConsolidated Statement of Profit or Loss
Consolidated Statement of Comprehensive IncomeStatements of Financial Position
Statements of Changes in EquityConsolidated Statement of Cash FlowsNotes to the Financial Statements
Additional Information Required under the Mainboard Rulesof the Singapore Exchange Securities Trading Limited
Additional Information on Directors Seeking Re-electionShareholdings Information
Notice of Annual General MeetingProxy Form
Corporate Profile
Established in 1887, The Straits Trading Company Limited is a conglomerate-investment company with operations and financial interests in resources, property, and hospitality. These include majority or strategic stakes in Malaysia Smelting Corporation Berhad, ESR Group, and Far East Hospitality Holdings. These holdings also include a diversified property portfolio and real estate investment that are wholly owned.
Straits City, Penang
Mission
To create value for our stakeholders and to grow in the process
Our mission is to create sustainable, long-term value for our stakeholders by embracing innovation, seizing growth opportunities, and optimising our diverse portfolio of businesses. We are committed to delivering consistent returns through strategic investments, operational excellence, and responsible practices.
As we grow, we aim to build a future grounded in resilience, driven by resourcefulness, and focused on relevance in a rapidly changing world.
Company Structure
RESOURCES
PROPERTY
HOSPITALITY
52% Stake
Straits Developments Private Limited
("SDPL")
100% Stake
Largest independent custom tin smelter in the world
Corporate and operational arm for the Group; new business and property business, excluding SRE
100% Stake
Developer of Straits City Project Penang
4.0% Stake
APAC's largest real estate and real assets fund manager
10.08% Stake
An integrated digital financial services platform
Straits Investment Management
Pte. Ltd. ("SIM")
100% Stake
Fund management specialising in global real estate securities
100% Stake
Investment vehicle seeking out real estate related opportunities globally
Far East
Hospitality Holdings Pte. Ltd.
("FEHH")
30% Stake
An established international hospitality owner and operator
Transformation Milestones
STRAITS 2.0
Refocused the businesses into scalable assets and sustainable growth engines after the Tecity Group completed a successful takeover of Straits Trading in 2008
Diversified into investment and property development having purchased colonial properties back in 1923
STRAITS 1.0
The world's largest tin producer, renowned for its finest grade tin
Resources business is presently known as Malaysia Smelting Corporation (MSC)
STRAITS 5.0
STRAITS 3.0
Ventured into hospitality in 1994; trading as Rendezvous Hospitality Group in the Asia Pacific market
MSC listed on Bursa Malaysia in 1994
STRAITS 4.0
Converting assets into investment products and platforms for new growth engines
Engaging shareholders actively via Shareholders' Club
Creating investment opportunities to broaden investor base (e.g. FIR-STTM)
1880s
1960s
1990s
2010s
2020s
Chairman's Statement
DEAR SHAREHOLDERS,
The global economy in 2024 has been shaped by divergent growth trajectories across regions. While inflationary pressures have moderated from their recent peaks, they remain elevated compared to pre-pandemic levels, compounded by ongoing tariff policies and geopolitical tensions. Central banks have maintained a cautious stance, with the U.S. Federal Reserve signalling a 'higher for longer' interest rate environment to rein in inflation. This, in turn, has raised borrowing costs and dampened both consumer and business sentiment.
Against this backdrop of economic uncertainty, I am pleased to present Straits Trading's performance for the financial year 2024 ("FY2024"). Despite macroeconomic headwinds, we have demonstrated resilience, agility, and an unwavering commitment to delivering sustainable value to our stakeholders.
RESILIENCE AMIDST MARKET CHALLENGES
The higher interest rate environment has necessitated a disciplined approach to capital allocation and investment decisions. While rising capitalisation rates have impacted our property valuations and constrained capital recycling opportunities, we have prioritised investments that offer robust cash flow generation and long-term value creation. Our ability to secure financing at competitive rates, supported by a strong credit profile, has positioned us well to navigate the evolving monetary landscape.
In FY2024, the Group achieved earnings before interest expense, tax, depreciation and amortisation ("EBITDA") of S$124.4 million, representing a 56.6% increase from the previous year. This was primarily driven by a S$60.3 million net fair value gain in investment properties and a stronger performance from our tin business.
MALAYSIA SMELTING CORPORATION ("MSC") - STRENGTHENING MARKET LEADERSHIP
MSC continues to be a cornerstone of our business, delivering stable and consistent earnings. As an integrated player in the tin value chain - from mining to smelting and trading - MSC remains well-positioned to benefit from increased operational efficiencies and energy-saving initiatives. The planned closure of the century-old Butterworth plant, which has been in operation since 1902, marks the end of an era and the beginning of a more efficient and sustainable future. The ramp-up of the Pulau Indah plant to full operating capacity marks a critical milestone, allowing MSC to optimise production while reducing operating costs.
In the tin mining segment, MSC is actively enhancing daily output and productivity through expanded mining activities, cost-efficient techniques, and a firm commitment to reducing its carbon footprint.
PROPERTY - FOCUSED EXECUTION FOR A RESILIENT PORTFOLIO
Despite industry-wide challenges in 2024, Straits Real Estate ("SRE") successfully executed its strategy, achieving stronger operational performance. Notably, SRE completed several divestments in Japan, Australia, and the United Kingdom, generating over S$50 million in net sales proceeds. The portfolio also saw a 9.3% positive rental reversion, with high occupancy levels maintained through active asset management.
Our strategic focus on Australia and South Korea yielded positive outcomes, with the successful lease renewals of office anchor tenants in Melbourne and the completion of the Arenas Anseong logistics facility in Seoul's metropolitan area.
In Malaysia, the first phase of Straits City has been successfully completed with the opening of the Crowne Plaza Penang Straits City hotel. We are optimistic about Malaysia's economic prospects and remain confident that our investments in Butterworth, Penang, will continue to generate long-term value.
FUND MANAGEMENT - EXPANDING OUR INVESTMENT OFFERINGS
Straits Investment Management Pte Ltd ("SIM"), our wholly owned fund management subsidiary, is a global fund management firm currently focused on equities. Looking ahead, we intend to expand this platform to include fixed income and real estate alternatives. As at end December 2024, SIM's assets under management and advisory have surpassed S$538 million.
ESR GROUP ("ESR") - CLOSING A CHAPTER ON A REWARDING PARTNERSHIP
ESR, the Asia-Pacific region's leading real asset manager, received a privatisation offer of HK$13 per share in December 2024. Straits Trading has opted for the cash offer, subject to ESR shareholder approval. This marks the successful conclusion of our investment journey in ARA Asset Management Limited, which began in 2013.
This strategic exit exemplifies our ability to identify and invest alongside the right partners across market cycles, delivering strong outcomes for our stakeholders.
FAR EAST HOSPITALITY HOLDINGS ("FEHH") - CAPITALISING ON RECOVERY TRENDS
The hospitality sector continued its recovery in 2024, buoyed by the resurgence of international travel. While profitability was impacted by currency exchange losses and higher overheads, segment EBITDA improved from S$2.7 million in 2023 to S$5.8 million in 2024.
FEHH expanded its portfolio with the opening of two new hotels, adding over 500 rooms in Singapore and Australia. These include the 273-room Vibe Hotel Melbourne Docklands and the 255-room Quincy House Singapore.
The divestment of Rendezvous Hotel Perth Central also yielded S$4.7 million in capital returns to Straits Trading. With a solid balance sheet, FEHH is well-positioned to capitalise on emerging opportunities in the hospitality sector.
LOOKING AHEAD - INNOVATE
As we look to the future, we reaffirm our belief that innovation is critical to sustaining long-term success. Over the years, Straits Trading has evolved - from Straits 1.0 to 5.0 - ensuring that our businesses remain relevant in an ever-changing world.
While geopolitical tensions, inflationary pressures, and supply chain disruptions continue to pose challenges, we remain confident in our ability to navigate complexities and seize new opportunities. Our focus remains on prudent capital management, strategic investments, and fostering sustainable growth.
In line with our commitment to delivering sustainable shareholder returns, the Board has declared an interim tax-exempt dividend of 8 cents per share.
"To create value for our stakeholders and to grow in the process."
REAFFIRMING OUR CORPORATE ETHOS
In an increasingly volatile, uncertain, complex, and ambiguous (VUCA) world, we remain steadfast in our mission:
To create value for our stakeholders and to grow in the process.
This guiding principle reinforces the responsibility of every employee to drive value creation and embrace a growth mindset. Success is measured not only by financial performance but also by the positive impact we make on our people, partners, and communities.
ACKNOWLEDGMENTS
In 2024, we welcomed Ms Lin Diaan Yi as an independent director to the Board. A seasoned management consultant, Ms Lin brings valuable expertise, and we look forward to her contributions.
At the same time, we bid farewell to Mr Desmond Tang, who retired after serving as CEO of Straits Real Estate since 2014. Under his stewardship, SRE expanded its assets under management and solidified its reputation as a global private equity real estate player. We extend our sincere appreciation for his contributions. Succeeding Mr Tang, Ms Adeline Fong will take the helm as SRE's new CEO.
On behalf of the Board, I extend my deepest gratitude to our shareholders, business partners, and colleagues. Your unwavering support, trust, and dedication remain the cornerstone of our success. As we continue to innovate and forge ahead, we do so with a clear purpose and an unyielding commitment to excellence.
CHEW GEK KHIM, Hon. Litt.D., PJG
Executive Chairman
28 March 2025
Board of Directors
CHEW GEK KHIM, Hon. Litt.D., PJG, 63
Executive Chairman
First appointed: 20 March 2008
Last re-elected: 30 April 2024
CHEW GEK HIANG, 61
Non-Independent and Non-Executive Director
First appointed: 30 April 2008
Last re-elected: 28 April 2022
GOH KAY YONG DAVID, 63
Non-Independent and Non-Executive Director
First appointed: 30 April 2008
Last re-elected: 30 April 2024
TAN CHIAN KHONG, 69
Lead Independent Director
First appointed: 1 January 2018
Last re-elected: 28 April 2022
Ms Chew Gek Khim is a lawyer by training. She has been Executive Chairman of The Straits Trading Company Limited since 24 April 2008.
Ms Chew is also Executive Chairman of the Tecity Group. Concurrently, she is the Non-Executive Chairman of Malaysia Smelting Corporation Berhad and ESR Trust Management (Suntec) Limited, Deputy Chairman of The Tan Chin Tuan Foundation.
She is a member of the National University of Singapore Board of Trustees, the Governing Board of Lee Kuan Yew School of Public Policy, the Board of Governors of S. Rajaratnam School of International Studies and Wealth Management Institute.
Ms Chew graduated from the National University of Singapore in 1984. She was awarded the Chevalier de l'Ordre National du Mérite in 2010, the Singapore Businessman of the Year 2014 at the Singapore Business Awards in 2015, and the Meritorious Service Medal at the National Day Awards in 2016. Ms Chew was conferred an Honorary Degree of Doctor of Letters (honoris causa) by the Nanyang Technological University in 2021.
Ms Chew Gek Hiang, an accountant by training, has been with the Tecity Group, the parent company of The Straits Trading Company Limited, since 1991. As Executive Director and Head of Finance, she is actively involved in investment activities of the Tecity Group and is responsible for its securities trading portfolio. Ms Chew also oversees the human resource and administrative functions of the Tecity Group. She is also a Director of Tecity Asset Management Pte Ltd.
Ms Chew is a Council Member of The Tan Chin Tuan Foundation in Singapore and is the President of the Breast Cancer Foundation and Noah's Ark CARES ("Companion Animal Rescue and Education Society"). She also currently serves on the Advisory Board of the Academy of Chinese Medicine, Singapore.
After graduating from the National University of Singapore in 1986, Ms Chew worked with Ernst & Whinney in Singapore for a year. She then joined Ernst & Young (London) in 1987 to pursue chartered accountancy, and was admitted to the Institute of Chartered Accountants in England and Wales in October 1990.
Mr David Goh has been the Chief Investment Officer and Chief Strategist of the Tecity Group since 1997. As Chief Investment Officer and Chief Strategist, he is responsible for providing strategic direction in the investment decision-making process, and assists the Executive Chairman in developing the Tecity Group's long-term investment policy and asset allocation strategy. He also oversees a team of investment managers and analysts within the Tecity Group. Mr Goh also serves as Founding Director of Stewardship Equity Pte Ltd (2000), Commonwealth Capital Pte. Ltd. (2010) and Project Chulia Street Limited (2016).
Mr Goh started his investment career as an Investment Analyst with Great Eastern Life in 1986, and subsequently taught and coordinated the Bachelor of Business Financial Analyst programme at the Nanyang Technological University ("NTU"), Singapore, in 1991. After joining the Tecity Group in 1997, Mr Goh remained as Adjunct Associate Professor of Finance at NTU from 1997 to 2003.
Mr Goh holds a Bachelor of Arts (Hons) degree in Economics from York University, Canada; a Master of Science in Management (System Dynamics, Finance and Strategy) from Massachusetts Institute of Technology's Sloan School of Management, as well as a CFA Charter.
Mr Tan Chian Khong has about 35 years of experience in the audit industry in Singapore. He retired from Ernst & Young LLP in June 2016. Mr Tan currently serves as an Independent Non-Executive Director of Alliance Bank Malaysia Berhad, Hong Leong Asia Ltd, CSE Global Limited and Banyan Tree Holdings Ltd. He is a Board Member of the Gambling Regulatory Authority of Singapore and SMRT Corporation Ltd. He is also a Member of the Audit Committee of the Agency for Science, Technology and Research (A*STAR) of Singapore.
Mr Tan holds a Bachelor of Accountancy from the National University of Singapore, and a Master of International Environmental Management from the University of Adelaide.
He is a member of the American Institute of Certified Public Accountants, a Fellow of CPA Australia and the Institute of Singapore Chartered Accountants.
Board of Directors
CHUA TIAN CHU, 65
Independent and Non-Executive Director
First appointed: 1 January 2018
Last re-elected: 28 April 2023
LAU CHENG SOON, 69
Independent and Non-Executive Director
First appointed: 1 July 2022
Last re-elected: 28 April 2023
LEE CHUAN SENG, 69
Independent and Non-Executive Director
First appointed: 28 April 2023
Last re-elected: 30 April 2024
HO TIAN YEE, 72
Independent and Non-Executive Director
First appointed: 1 July 2023
Last re-elected: 30 April 2024
Mr Chua Tian Chu was the Deputy Chief Executive Officer of Meritus Hotels & Resorts from 2012 to 2013. Prior to this, Mr Chua held the positions of Executive Vice President of International Sector and Greater China Region, as well as Head, Global Financial Institutions Group of United Overseas Bank Limited, and Managing Director and Head of Investment Finance of Citigroup Private Bank (Asia Pacific Region) as well as Head of Citigroup Corporate Banking in Singapore. He was also the former Managing Director and Group Chief Executive Officer of Far East Orchard Limited (then known as Orchard Parade Holdings Limited).
Mr Chua holds a Master in Business Administration and a Bachelor Degree in Civil Engineering from the National University of Singapore. He has also attended the Advanced Management Program of Harvard Business School.
Mr Lau Cheng Soon sits on the Board of UOL Group Limited and is an Independent Advisory Board Member of the Pro-invest Group's Funds I/II/III.
Mr Lau has held senior management roles in the Asia Pacific real estate investment business for over 30 years. Mr Lau was the Managing Director of Asia Pacific for Invesco Real Estate and was responsible for the management of the Asia Pacific real estate business. He was the Chairman of the Asia Pacific Executive Committee and the Asia Pacific Investment Committee. He also served as a member of the Global Executive Committee and the Global Remuneration Committee. Prior to Invesco Real Estate, he was a Managing Director of Ayala International, a member of the Ayala Group. He was previously an Executive Director and Board Member of Tuan Sing Holdings Limited (listed on the main board of the Singapore Stock Exchange). He has directed numerous real estate investment and development projects across all major markets in the Asia Pacific region. He began his career as an engineer with Shell and was also a management consultant with Booz Allen and Hamilton in both the US and Asia.
Mr Lau earned a Master of Business Administration degree from the University of Chicago and a Bachelor of Science (Chemical Engineering) degree from Oregon State University.
Mr Lee Chuan Seng is currently Chairman of the National Environment Agency and Singapore Business Federation Emissions Factor Registry Governing Committee, a trustee of a philanthropic trust, and an advisor to a number of public and private sector organisations. He is also a Director of School of Science and Technology as well as Changi Airport Group (Singapore) Pte Ltd.
As a professional engineer, Mr Lee has worked and lived in New Zealand, Philippines, Indonesia, and Singapore. He helped lead the growth of Beca Asia, a leading engineering consultancy in the region based in Singapore across Asia into China, Indonesia, Malaysia, Myanmar, Vietnam, and the Middle East. He retired from active practice in 2013 but continued the linkage as Emeritus Chairman, Beca Asia until August 2022.
Mr Lee graduated from the University of Auckland, New Zealand with a Bachelor of Engineering (1st class honours). Among his awards are the Public Service Medal in 2010 for his services to the engineering profession; the Public Service Star in 2018 and the Meritorious Service Medal in 2024 by the Singapore Government for his service to sustainability and the environment; the NZ-ASEAN Award in 2015 by the New Zealand Government for his services to NZ trade and enterprise; the inaugural Green Visionary Award in 2015 by BCA-SGBC for his contributions to green buildings and sustainability. He was made a BCA iBuildSG Distinguished Fellow for his contributions to the construction industry and given the PEB Distinguished Professional Engineer Award for his services to the engineering profession in 2020. He was given the President's Award for the Environment in 2023.
Mr Ho Tian Yee is the Chairman of the Board of Fullerton Fund Management and FFMC Holdings Pte. Ltd.. He has over 30 years' experience in serving on boards of various institutions including financial services, hospital management, food and beverage and publishing. Concurrently, he also serves as Chairman of DBS Foundation and Pavilion Capital Holdings Pte. Ltd.. He is also a Director of Seviora Holdings Pte. Ltd., Weilee Investment Pte. Ltd. and an investment advisor to Blue Edge Advisors Pte. Ltd..
Mr Ho started his career with Bankers Trust Company, where his last position was Managing Director and Head of South East Asia. He was responsible for the bank's markets strategy in Asia.
Mr Ho holds Bachelor of Arts (Hons) in Economics from Portsmouth University and Master of Business Administration degree from the University of Chicago.
Board of Directors
Key Management
LIN DIAAN YI, 50
Independent and Non-Executive Director First appointed: 30 May 2024
Ms Lin Diaan Yi is the Founder of DY Lin Advisory. She is also a Director of The Esplanade Co Ltd, Viva Foundation for Children with Cancer and Communicable Diseases Agency.
Ms Lin Diaan Yi has more than 20 years of experience with McKinsey & Company where her last role was the Leader for the Social, Public Health and Healthcare sectors across Asia. Prior to that, she was its Managing Partner in Singapore. At McKinsey, Ms Lin provided consultancy extensively to companies in Singapore and across Asia on large-scale programs to drive performance transformation, accelerated digitalisation and economic development, in industries spanning financial services, telecommunications and retail. She also directed McKinsey's work with sovereign wealth funds and their portfolio companies in the region to maximise value and transform performance. While at McKinsey, Ms Lin had also authored several published works.
Prior to McKinsey, Ms Lin had worked as an investment banker at Credit Suisse First Boston in New York and London where she was a core member of the equity private placement group responsible for securing mandates.
Ms Lin is a member of the Bar for England and Wales and holds a Master (Hons) in Law from Trinity Hall, Cambridge University and a Master of Business Administration with distinction from the Harvard Business School.
CHEW GEK KHIM, Hon. Litt.D., PJG
Executive Chairman
TENG HENG CHEW ERIC, BBM, PBM Group Chief Operating Officer
Chief Executive Officer, Straits Developments Private Limited
DATO' DR. (IR.)
PATRICK YONG MIAN THONG
Group Chief Executive Officer & Executive Director, Malaysia Smelting Corporation Berhad
Please refer to profile of Ms Chew under "Board of Directors" section.
Mr Eric Teng's responsibilities as the Group Chief Operating Officer includes driving organisational vision, operations strategies, managing capital market activities and the "Co-Invest" platform, implementing business strategies and plans to align with the Group's long and short-term objectives.
As Chief Executive Officer ("CEO") of Straits Developments Private Limited, he is responsible for the Group's property (except for properties under Straits Real Estate Pte. Ltd.) and hospitality businesses, new business opportunities and leads the Group's corporate functions.
Mr Teng joined the Tecity Group in 2005 and was CEO of Tan Chin Tuan Foundation from 2006 to 2010. Between 2009 to 2015, he held key appointments at Straits Trading, including CEO for the Property and Hospitality divisions from 2010 and 2013. He was Executive Director and CEO of SGX-listed Heeton Holdings Limited before rejoining Straits Trading in October 2019.
Mr Teng is an Advisor to the Tecity Group and The Tan Chin Tuan Foundation. He holds an MBA from the National University of Singapore.
Dato' Dr. (IR.) Patrick Yong Mian Thong joined Malaysia Smelting Corporation Berhad ("MSC") in 2016. As the Group Chief Executive Officer and Executive Director, he leads in the strategic development, policies and business operations of MSC.
Dato' Yong started his career as an engineer with the National Electricity Board of Malaysia in 1976, fulfilling his scholarship contractual obligations. He joined Tai Kwang Yokohama Industries Bhd as CEO from 2007 to 2010 and was subsequently appointed as Group CEO of Yokohama Industries involving SLI battery manufacturing and secondary lead smelting from 2010 to 2015.
He holds a Bachelor of Science (Honours) in Electrical and Electronics Engineering and a PhD in Electrical Engineering, specialising in the field of efficiency in energy conversion and storage.
Key Management
TAN HWEI YEE
Chief Executive Officer, STC Property Management Sdn. Bhd.
Head, Property, Straits Developments Private Limited
Head, Sustainability
Ms Tan Hwei Yee has been the Chief Executive Officer of STC Property Management Sdn. Bhd. since July 2019. She is responsible for the development of Straits City at Penang, Butterworth, a 40-acre integrated master-planned development.
As Head of Property at Straits Developments, Ms Tan manages the Group's owned property assets (excluding those owned, operated or managed by Straits Real Estate Pte. Ltd.) as well as other properties which are outsourced to the Group to manage.
Ms Tan graduated from the Nanyang Technological University with a Bachelor of Civil Engineering and holds a Master of Science in Environmental Engineering, a Master of Science in Real Estate, and a Master of Business Administration from the National University of Singapore.
Ms Adeline Fong joined Straits Real Estate Pte. Ltd. in November 2014 and is the Chief Executive Officer of the company. Ms Fong has more than 28 years of experience in real estate investment, asset management and property development, and was Deputy Chief Executive Officer of Straits Real Estate since 2022. She has driven the company's asset management strategies since 2014 and is adept in adopting holistic approaches for value creation.
YEO ENG KWANG
Deputy Chief Investment Officer
Prior to joining Straits Real Estate, Ms Fong was Assistant Director of Asset Management at Alpha Investment Partners. She had also been the Head of Business Development and Investment at OUB Centre Limited.
Ms Fong holds a Bachelor of Business from the Nanyang Technological University and a Master of Science in Real Estate from the National University of Singapore.
Mr Manish Bhargava has been the Chief Executive Officer of Straits Investment Management Pte. Ltd ("SIM") since February 2019. With more than 20 years of real estate investment experience, Mr Bhargava is a seasoned fund manager with extensive experience investing in global real estate securities.
Prior to joining SIM, he was the Head of Asia at APN's Asian Real Estate Securities and the dedicated Fund Manager for APN's Asian REIT strategies. Mr Bhargava has also worked at Tiedemann Investment Group, Starwood Capital Group and European Investors Inc.
Mr Bhargava holds a Master of Science in Accounting/Management Information Systems from Oklahoma State University.
Mr Yeo Eng Kwang is the Deputy Chief Investment Officer for The Straits Trading Company Limited as of June 2023. As Deputy Chief Investment Officer, Mr Yeo heads the investment office, which reports to and assist the Executive Chairman on matters relating to investments and investee companies of Straits Trading, and on potential investment opportunities the group may pursue.
Before joining Straits Trading, Mr Yeo founded and ran a MAS-registered fund management company from 2018 to 2023. Prior to that, he was a senior portfolio manager for the Tecity Group, the single family office of the late Tan Sri (Dr) Tan Chin Tuan, and worked in corporate banking at DBS. He had also served as a Non-Independent, Non-Executive Director on the board of Malaysia Smelting Corporation Berhad.
Mr Yeo graduated from Nanyang Technological University with a business degree (2nd Class Upper Honours).
Ms Ashley Loe was appointed as Deputy Chief Financial Officer in March 2025. She is responsible for managing finance, treasury, and capital markets activities across the group.
Ms Loe brings with her more than 15 years of experience in investment banking, wealth management and corporate investments. Before her current role, she was Head, Private Wealth Management at HL Bank Singapore where she led the team to drive the private wealth franchise. Prior to that, she worked in investment banking and private banking at CIMB Bank Berhad Singapore and in the corporate investments and portfolio management team at The Straits Trading Company. Ms Loe holds a Bachelor of Commerce (double major in accounting and finance) from the University of New South Wales.
Management Team
Financial Highlights
STRAITS DEVELOPMENTS PRIVATE LIMITED
CHIANG JOON-ARN
Head, FIR-STTM Corporate Ventures
TRAVIS TAN GUAN-CHEW Head, Investor Relations and YANG HEJIA Financial Controller
Shareholders' Club
STRAITS REAL ESTATE PTE. LTD.
LIM QUEE EE Director of Finance FONG POH LOONG Head of Asset Management
MALAYSIA SMELTING CORPORATION BERHAD
NICOLAS CHEN SEONG LEE
Deputy Chief Executive Officer (Administration) LAM HOI KHONG Group Chief Financial Officer MADZLAN ZAM Executive Director & Senior General Manager, Rahman
Hydraulic Tin Sdn. Bhd.
* In addition to the cash dividend of 8.0 cents per share, the Company also distributed special dividend via distribution in specie in 2022, comprising 17,686,975 ordinary shares of Straits Trading and 48,510,280 ordinary shares of ESR Group Limited.
2024 | 2023 | 2022 | 2021 | 2020 |
$'000 | $'000 | $'000 | $'000 | $'000 |
2024 $'000
Total revenue Earnings before interest, tax, depreciation and amortisation Profit before tax Profit attributable to owners of the Company Shareholders' funds | 564,627 124,434 25,063 (7,226) 1,438,226 | 491,659 79,475 (11,633) (28,567) 1,460,035 527,620 613,378 562,984 551,259 1,737,443 1,771,382 1,537,998 |
PER SHARE Earnings per share (cents) Dividend per share (cents) Net asset value per share ($) | (1.6) 8.0 3.19 | (6.4) 127.0 57.6 12.7 8.0 * 58.0 8.0 6.0 3.26 3.86 4.35 3.78 |
FINANCIAL RATIOS Return on equity (%) Net gearing (%) | (0.5) 82.0 | (1.8) 31.4 14.2 3.4 72.8 60.8 46.7 42.4 |
STATEMENT OF FINANCIAL POSITION Total non-current assets Total current assets | 2,717,205 841,781 | 2,657,323 2,842,152 2,603,979 2,260,346 782,225 659,384 583,927 825,600 |
TOTAL ASSETS | 3,558,986 | 3,439,548 3,501,536 3,187,906 3,085,946 |
Equity attributable to owners of the Company Non-controlling interests | 1,438,226 141,878 | 1,460,035 1,737,443 1,771,382 1,537,998 137,426 137,055 163,468 188,940 |
TOTAL EQUITY | 1,580,104 | 1,597,461 1,874,498 1,934,850 1,726,938 |
Total non-current liabilities Total current liabilities | 1,153,090 825,792 | 1,445,224 |
TOTAL LIABILITIES | 1,978,882 | 1,842,087 1,627,038 1,253,056 1,359,008 |
TOTAL EQUITY AND LIABILITIES | 3,558,986 | 3,439,548 3,501,536 3,187,906 3,085,946 |
2023 $'000
2022 $'000
2021 $'000
2020 $'000
Resources
MALAYSIA SMELTING CORPORATION BERHAD
Straits Trading's 52% equity stake in Malaysia Smelting Corporation Berhad ("MSC" and its subsidiaries, collectively known as "MSC Group") underscores its strategic involvement in the global tin industry. In 2024, MSC Group remained a key player in the sector, with an integrated presence across the entire tin value chain - from tin mining to smelting and trading. Notably, MSC Group is the world's largest custom toll smelter, providing tolling services for third-party tin ores.
In 2024, MSC Group hosted the 2024 International Tin Conference in Penang, bringing together key stakeholders to discuss developments shaping the global tin sector. The event provided a platform for dialogue on market trends, supply chain dynamics, and advancements in smelting technologies, further underscoring MSC Group's role within the industry.
International Tin Conference 2024
GLOBAL TIN MARKET OVERVIEW
The global tin market in 2024 experienced notable shifts, largely driven by supply constraints that influenced price dynamics.
Mining restrictions in Indonesia, compounded by licensing delays, alongside the ongoing suspension of Myanmar's mining operations, tightened global tin supply. Additionally, production challenges in the Democratic Republic of Congo ("DRC"), including logistical bottlenecks and regulatory uncertainties, further strained ore availability. At the same time, robust demand from China added further pressures, pushing tin prices to as high as approximately USD35,000 per metric tonne ("MT") in the first half of the year.
In the latter half of 2024, Indonesia tin exports stabilised, though volumes remained at historically low levels, sustaining tin prices. However, signs of moderating demand from China, coupled with weaker consumption in the electronics sector a key driver of tin usage led to tin prices hovering around USD30,000/MT by year-end.
Amid this volatile market landscape, MSC Group demonstrated operational resilience, adeptly navigating evolving conditions while remaining committed to enhancing operational and cost efficiencies across the group.
OPERATIONAL PERFORMANCE
MSC Group has modernised its tin smelting operations, transitioning to a more efficient and sustainable model. Central to this transformation is the Pulau Indah smelting facility, which houses the advanced Top Submerged Lance ("TSL") furnace. This single-stage process enhances operational efficiency, marking a shift from the ageing reverberatory furnaces at the smelting facility in Butterworth, which has been in operation since 1902 and is set to be decommissioned by end-2025.
During this transition, the Butterworth facility remains focused on maximising the recovery of residual tin from the tin intermediates while processing the tin-bearing slags. Upon decommissioning, any remaining intermediates at Butterworth will either be sold to third parties or processed at the Pulau Indah plant. The smelting of tin intermediates is expected to further improve profit margins.
The TSL furnace at Pulau Indah integrates both smelting and ancillary processes through automation, all managed from a central operations control room. This streamlined approach reduces manpower requirements and optimises costs for MSC Group. Reinforcing its commitment to sustainability, the facility utilises cleaner-burning natural gas and features a 1.26 MWp rooftop solar photovoltaic ("PV") system.
In FY2024, MSC Group produced 16,291 MT of refined tin, compared to 20,722 MT in FY2023, affected by a tin supply crunch during the year.
RAHMAN HYDRAULIC TIN SDN. BHD.
MSC Group's mining operations is anchored by its subsidiary, Rahman Hydraulic Tin Sdn. Bhd. ("RHT"), which operates Malaysia's largest hard-rock open-pit tin mine in Klian Intan, Perak ("RHT Tin Mine").
In FY2024, RHT continued ongoing efforts to enhance mining yield and efficiencies. Additionally, approval has been secured for overburden dumping and tailing pond placement, extending the mine's lifespan. During the year, tin-in-concentrates output remained stable at 2,516 MT, as compared to 2,598 MT in FY2023.
In line with MSC Group's sustainability agenda, RHT is in the early stages of installing a 2.5 MWp solar PV system at the RHT Tin Mine.
FINANCIAL PERFORMANCE
During the period under review, MSC Group recorded a 17.8% year-on-year ("YoY") increase in revenue to RM1,691.8 million in FY2024 from RM1,435.7 million in FY2023. This growth was primarily driven by higher average tin prices, which rose 17.3% to RM138,500/MT in FY2024 compared to RM118,100/MT in FY2023. Meanwhile, pre-tax profit and net profit stood at RM132.0 million and RM79.4 million in FY2024, respectively.
Stronger tin prices bolstered the tin mining segment, as net profit grew 21.9% to RM78.5 million in FY2024.
For the tin smelting division, net profit amounted to RM23.4 million, as performance was dragged by external pressures, such as a shortage of tin ore, and volatile foreign exchange movements.
At the same time, reduced sales of refined tin from processed tin intermediates, and lower smelting yield further impacted smelting earnings.
DIVIDEND
For FY2024, MSC Group has proposed a final single-tier dividend of 7 sen per share, subject to approval at the forthcoming Annual General Meeting. This brings the total dividend per share for FY2024 to 31 sen per share, in line with MSC Group's dividend policy to distribute at least 30% of its net profit attributable to owners.
OUTLOOK
The global tin industry is anticipated to face ongoing challenges, shaped by an imbalance between robust demand, particularly from high-tech industries, and persistent supply constraints. Structural limitations, including Myanmar's prolonged mining suspension, delays in Indonesia's export licensing along with mining quota restrictions, may further tighten market conditions and sustain tin prices in 2025.
At the same time, as China's economy rebounds, rising industrial and electronics manufacturing activities are set to drive higher tin consumption, leading to a faster depletion of the country's existing tin feedstock. This is likely to amplify China's need for tin imports, further straining the global supply chain.
Tin remains a vital component in modern electronics and industrial applications, playing a key role in semiconductors, electric vehicles ("EVs"), renewable energy, and artificial intelligence ("AI"). More than 50% of global tin consumption is used for soldering of circuit boards and electronic components, making its demand closely linked to technological advancements. The continued expansion of 5G networks, AI-driven computing, and data centres is fuelling greater tin usage, while the growing adoption of the Internet-of-Things ("IoT") further reinforces its vital role in connectivity and automation. Furthermore, the increasing adoption of EVs is accelerating tin consumption, as this sector requires higher semiconductor content and advanced soldering materials to support their continued growth. As technology evolves, tin's role in powering next-generation innovations is becoming ever more critical.
Beyond electronics, tin's applications in renewable energy are expanding, particularly in solar PV panels, energy storage systems, and smart grid infrastructure. As global investments in clean energy and sustainability increase, demand for tin in PV technologies and power conversion systems is also expected to strengthen.
Despite near-term market fluctuations, tin's role in the evolving technology landscape and global energy transition supports its long-term demand outlook.
Building on these industry trends, MSC Group remains focused on strengthening its position in the global tin market through strategic initiatives across its tin smelting and mining segments. The group is taking steps to enhance operational efficiency, cost optimisation, and long-term sustainability, ensuring resilience amid evolving market conditions.
In the tin smelting segment, the planned shutdown of the Butterworth smelter by end-2025 is expected to result in a 30% reduction in operating costs, allowing MSC Group to reallocate resources toward higher-value operations. At the same time, MSC Group plans to increase utilisation of its TSL furnace to optimise the economies of scale and improving overall smelting yield.
Meanwhile, in the tin mining operations, the company is exploring new mining methods aimed at enhancing output and reducing costs. It is currently in the "proof-of-concept" stage, which if successfully implemented, is expected to increase efficiency and boost production. At the Sungai Lembing mine, efforts are underway to appoint a suitable mining operator to support the site's next phase of development.
Through these ongoing initiatives, MSC Group remains well-positioned to adapt to market developments while capturing growth opportunities in the global tin industry.
Property
STRAITS REAL ESTATE PTE. LTD.
STC PROPERTY MANAGEMENT SDN BHD - STRAITS CITY FUTURE CITY
2024 remained challenging for the real estate sector, due to economic uncertainty, elevated interest rates, and rising asset cap rates, all of which contributed to higher operational costs and decreased asset valuations.
Straits Real Estate ("SRE") maintained its strategy and achieved improved performance compared to 2023. As part of capital recycling, SRE divested matured investments in Japan, Australia and the United Kingdom. Active asset management also resulted in rental increases across various properties and sustained high occupancy for the portfolio.
Operationally, net profit attributable to recurring income was S$11.6 million for 2024, contributed by the company's income-generating assets. Strong performers include its logistic assets in Australia, South Korea, and the retail parks in the United Kingdom.
Despite rising asset cap rates, SRE's portfolio registered a net fair value gain of S$12.2 million, attributed to positive rent reversions, improved occupancy rates and valuation uplifts from the completion of its development assets in Australia and South Korea. SRE registered PATNCI of S$9.8 million for the year.
AUSTRALIA
In Australia, the real estate market was impacted by Reserve Bank of Australia's stance to maintain its cash rate at 4.35% throughout 2024. The commercial real estate sector remained generally sluggish in 1H2024 but began to show some early signs of recovery from 3Q2024, as foreign investors returned to acquire prime Australian office assets and quality industrial assets. Total transaction volumes across the office, retail, industrial and living sectors reached A$29.2 billion in 2024, reflecting a 21% improvement over 2023.
At 320 Pitt Street in Sydney, occupancy was maintained at 90% after the lease with WeWork was successfully restructured. As part of SRE's sustainability initiatives, the fit out for the vacant floors was carried out using an adaptive reuse strategy which achieved a carbon benefit of 40% more than the standard fit outs.
At 1010 La Trobe in Melbourne, SRE successfully renewed two of its anchor tenants which occupy over 48% of the asset's net lettable area. Despite the trying office leasing market in Melbourne, an average rent reversion of 42% was achieved for the renewals.
This reflects the success of the asset rebranding and enhancement initiatives that have been implemented since 2022.
SRE's portfolio of logistics assets in Australia also continued to deliver steady income. Portfolio occupancy increased to 97% at end 2024 and the completion of Facility 2 at the Nexus North Industrial Estate in South Australia resulted in further valuation uplift for the asset.
KOREA
Investor demand for the office sector remained strong in 2024, supported by stable rents and property yields. The Bank of Korea delivered two back-to-back rate cuts of 25 basic points each at the end of 2024 and set its policy rate at 3% after inflation fell below the 2% target.
SRE's Arenas Anseong, located at the south-central fringe of the Seoul metropolitan area, achieved practical completion during the year. The 124,500 square metres logistics facility which has been designed to meet LEED Gold standards, has adopted sustainable features such as photovoltaic panels for renewal energy generation, grey water system for water recycling, low-emissivity glass for high performance glazing, rooftop landscaping for thermal insulation and eco-friendly systems to ensure resource efficient operations.
The asset is in the process of leasing up.
New warehouse completions in the Seoul Metropolitan Area have started to moderate in 2024, after 2 prior years of peak supply. High construction and labour costs and tightening conditions in the financing market will continue to limit upcoming supply. Demand for well-located prime logistics will continue to be driven by e-commerce and trade.
LOOKING AHEAD
SRE will stay focused on enhancing the resilience of its portfolio through growing recurring income and recycling capital at the right opportunity. This will allow the Group to deliver greater value and sustainable returns to our shareholders.
Straits City, a flagship mixed-use development in Butterworth, Penang, is poised to redefine the region's urban landscape with its strategic vision. Spanning across 40 acres of prime seafront land, this multi-phase project's estimated gross development value is approximately RM4.3 billion.
Straits City aims to transform Butterworth as a key future city in the Northern Region and embrace the dynamism of both Penang mainland and island. It is envisioned to bolster economic growth in Butterworth as central business district by integrating residential, retail, office, and hotel components. Designed around a future "Work, Live, Play" concept, Straits City would foster a community and lifestyle where work, leisure, and modern living are seamlessly integrated.
Artist Impression of Straits City
Straits City is at Penang's strategic location to serving the Asia-Pacific market being just 2 km from Malaysia's Northern region's transportation hubs. This accessibility is enhanced further by upcoming infrastructure such as the expansion of the international airport and light rail transit connecting Penang island and Butterworth. Additionally, more routes are being added to connect Butterworth to the regions via flight and rail.
Sustainability is central to Straits City's vision. The project incorporates eco-conscious infrastructure with smart technologies such as intelligence-driven security systems and Internet-of-Things solutions that improve energy efficiency. In addition, features like pedestrian-friendly walkways, and cycling pathways will be introduced where feasible to encourage a sustainable and active lifestyle.
We continue to embrace our local NGOs in our community. Additionally, we collaborate with local agencies, which focus on empowering local cultural and heritage communities with projects such as the 'Levelling Up Seberang Perai' programme under the Penang State Government's Penang 2030 plan.
GRAND OPENING
The Crowne Plaza Penang Straits City hosted its grand opening on 18 February 2025. This marks the first milestone of the Straits City Future City waterfront flagship development to revitalise Butterworth as a dynamic and inclusive future city. This is the first
of the ten phases spanning 40-acres with completion scheduled for 2038.
The 23-storey hotel, 343 well-appointed rooms and a three-storey retail podium cater to the growing demand for luxury accommodations on Penang's mainland, driven by increased business activity and foreign investment.
Additionally, the hotel offers versatile spaces for both business and leisure. The Straits Ballroom can host up to 400 guests, while the meeting rooms can be configured to meet the needs of the guests.
Adjacent to the hotel is the three-level Straits Galleria, a retail podium offering a curated mix of retail and F&B outlets.
OUTLOOK
Penang remains Malaysia's top contributor to manufacturing foreign direct investment, reinforcing its status as an economic powerhouse. The state is also a prime destination for both foreign and domestic tourists, further strengthening demand for high-quality hospitality and lifestyle offerings. In addition, its close proximity to key industrial areas, such as the Perai Free Industrial Zone, and projected population growth to 1.2 million by 2030, accounting for 55% of Penang's total population. Straits City is primed to meet the rising demand for housing, services, and amenities in the area.
Straits City would be key to Butterworth's rapid industrialisation and evolving urban landscape as Penang cements its stature as a global semiconductor manufacturing and distribution hub and a tourist destination. Policies such as Penang's Vision 2030 and other State initiatives in bolstering its digitalisation capability are enablers to the success of Straits City future development.
Through its mixed-use development model, Straits City is set to foster growth, attract investment, and elevate the quality of life for its residents in Butterworth. By navigating macroeconomic uncertainties, Straits City aims to become a vibrant hub that supports the local community and contributing to the region's future prosperity.
Phase 1 - Crowne Plaza Penang Straits City
Property
STRAITS INVESTMENT MANAGEMENT PTE. LTD.
Straits Investment Management Pte. Ltd. ("SIM"), a wholly-owned subsidiary of Straits Trading, is a licensed fund management company regulated by the Monetary Authority of Singapore. The firm, incorporated in February 2019, invests globally in equities, fixed income, and real estate alternatives.
OVERVIEW
2024 was a challenging year for the real estate market, as investors' attention largely shifted toward mega-cap tech stocks, particularly those at the forefront of the AI revolution. The first half of the year was dominated by rallies in the information technology and communication services sectors, where AI-related stocks drew significant capital. By mid-year, market sentiment shifted as concerns over tech valuations grew, and mounting optimism that interest rate cuts would soon materialise helped boost the broader market, allowing REITs to participate in these gains.
Geopolitical uncertainties, along with the US elections and subsequent communications from the incoming administration, introduced a degree of uncertainty regarding the Federal Reserve's stance on rate cuts. Despite these challenges, the fundamentals of the real estate sector remained strong, and the market showed resilience as central banks began easing rates. The US Federal Reserve followed suit in September, helping to restore some investor confidence. At the December 2024 meeting of the Federal Open Market Committee, the Federal Reserve reduced interest rates by 25 basis points, bringing the target range to 4.25% to 4.5%. This move underscored the Fed's continued efforts to fulfil its dual mandate of promoting maximum employment and ensuring price stability. The rate cut marked the third consecutive reduction, following a 25-basis-point decrease in November and a more significant 50-basis-point cut in September. Notably, the September reduction was the first in over four years, providing a tailwind for public real estate.
REITs have displayed strong balance sheets and low debt costs. Additionally, mergers and acquisitions activity in the real estate sector has started to pick up, as large private funds seek opportunities to deploy capital, capitalising on the attractive discounts at which publicly traded real estate companies were valued. This set the stage for a recovery. In 2024, Global REITs returned 2.0% while global equities returned 19.0%. As of 31st December 2024, the Global Real Estate sector was trading at a 10.2% discount to NAV and offered a 4.0% dividend yield.
OUTLOOK
Looking ahead to 2025, the outlook for REITs is positive, with several key factors expected to drive the sector's performance. Although the Fed may be on a path for slower interest rate cut(s) this year due to persistent inflation, coupled with low unemployment and strong US job growth, REITs are expected to regain momentum, driven by an ongoing economic soft landing, improved liquidity, favourable acquisition opportunities, and a revival of transaction activity. REITs' competitive advantages - such as access to capital, low debt costs, and operational flexibility - position them to lead the market into a new growth cycle. Furthermore, earnings growth is expected to accelerate, supporting the already attractive dividend yields offered by REITs, making them appealing to income-focused investors.
Promising growth opportunities, such as data center REITs, are well-positioned to capitalise on the surging demand for infrastructure to support the rapid expansion of AI technologies. The demand for data centers continues to outpace supply due to constraints like energy availability and local opposition to large-scale infrastructure projects, giving landlords significant pricing power. REITs focused on sectors such as telecommunications and self-storage have also demonstrated robust fundamentals and promising prospects for 2025. However, occupancy rates and rent growth have slowed in traditional property sectors like office, retail, industrial, and multifamily. While year-over-year rent growth remains positive, the pace of increase has moderated. Nevertheless, the narrowing of the cap rate gap between public and private valuations signals that transaction activity is likely to increase in 2025, benefiting REITs that are well-capitalised and strategically positioned for acquisitions.
While challenges such as the impact of long-term interest rates, fiscal uncertainty, and potential external economic shocks remain, the overall environment for real estate investment appears favourable, driven by strong market fundamentals and continued improvements in economic conditions. While SIM invests in businesses with solid financial foundations over the longer horizon, we also ensure that we maintain adequate liquidity to capitalise on short-term opportunities that may arise during periods of market volatility.
FRACTIONAL INVESTMENT REAL ESTATE BY STRAITS TRADING - FIR-STTM
In recent years, the real estate market has seen encouraging trends in the adoption of fractionalised investment solutions. Straits Trading has forayed into this market, providing a Singapore-residential real estate option for individuals who wish to invest in property, and a solution for asset-rich but cash-constrained property owners who seek liquidity whilst retaining ownership.
Fractionalised Investment Real estate - Straits Trading (FIR-STTM) allows investors to enjoy the economic benefits of property investment without directly dealing with the high upfront cost, associated administration, and ongoing landlord obligations. Property owners, on the other hand, will be able to extract cash liquidity on a portion of the equity value of the house and continue to own the property.
With the launch of its FIR-STTM solution, Straits Trading continues to expand its funnel of properties by engaging eligible property owners interested in fractionalising the equity in their assets. Moving forward, the priority of the FIR-STTM business is to develop both internal and third-party distribution capabilities beyond the existing channels.
Educational video production on FIR-STTM solution
In 2024, we have embarked on initiatives with the goal of raising awareness as well as educating the investment community the benefits of fractionalised property investment.
Buoyed by rising property taxes and the liquidity needs of the Silver Generation, the demand for innovative real estate opportunities is set to gather pace. FIR-STTM addresses both sides of the market and offers solutions not previously available in a robust and cost-efficient manner. We are optimistic in the growing trending of fractionalisation and will continue to focus on scaling up the business.
Property
ESR GROUP LIMITED
Hospitality
FAR EAST HOSPITALITY HOLDINGS PTE LTD
ESR Group Limited ("ESR") is a leading real asset manager with a fully integrated fund management and development platform that extends across key Asia Pacific ("APAC") markets, including Australia/New Zealand, Japan, South Korea, Greater China, Singapore, Southeast Asia and India, with a presence in Europe and the United States. With total assets under management of US$154 billion1, ESR is one of the largest listed real estate investment managers globally. As one of the leading asset managers in the New Economy real estate sector, ESR delivers both quality and scale in logistics, data centers and in new emerging areas of growth such as life sciences and high-tech industrials. ESR also successfully listed a China REIT on the Shanghai Stock Exchange in January 2025.
Straits Trading's investment in ESR aligns with its strategy of diversifying its asset base while focusing on sectors that exhibit strong secular growth trends. Straits Trading taps into the accelerating demand for logistics infrastructure fuelled by e-commerce growth and digital transformation. ESR's expansive platform, robust development pipeline, and integrated fund management capabilities offer Straits Trading exposure to high-quality assets and stable income streams.
With an initial investment of S$294 million in 2013, Straits Trading's investment in ARA had yielded positive results across the years, including receiving S$48 million in 2017 when ARA was delisted from SGX. In 2022, Straits Trading's stake in ARA was converted to S$142 million cash and 214.7 million ESR Shares after the merger of ARA and ESR. In September 2022, Straits Trading's shareholders were also entitled to choose either ESR shares or Straits Trading shares (worth approximately S$0.50) via a special distribution in specie exercise.
1.
Source: ESR Interim Report 2024
In January 2023, Straits Trading opportunistically raised S$370 million in ESR exchangeable bonds with a relatively lower interest cost, as compared to the market, of 3.25% to enhance the Group's capital structure.
On 4th December 2024, a consortium led by Starwood Capital Group, Sixth Street and SSW Partners (the "Consortium"), and ESR, jointly announced the Consortium's proposal to privatise ESR by way of scheme of arrangement from the Hong Kong Stock Exchange. As at the date of this publication, ESR has yet to announce the scheme of arrangement.
Jiangsu Friend Phase III is ESR C-REIT's largest asset by floor area
Far East Hospitality Holdings Pte. Ltd., ("Far East Hospitality"), Straits Trading's 30%-owned joint venture formed in 2013 with Far East Orchard Limited, is a premier hospitality assets owner and operator. In the same year of its formation, Far East Hospitality and Australia's Toga Group formed a 50-50 joint venture, Toga Far East Hotels ("TFE Hotels"). Today, Far East Hospitality has a combined portfolio of more than 17,000 rooms under management across over 100 hotels and serviced residences in 10 countries - Australia, Austria, Denmark, Germany, Hungary, Japan, Malaysia, New Zealand, Singapore, and Switzerland.
Quincy House Singapore
Far East Hospitality has a stable of 10 unique and complementary brands, including Oasia, Quincy, Rendezvous, Village, Far East Collection, A by Adina, Adina Hotels, Vibe Hotels, Travelodge Hotels and Collection by TFE Hotels.
KEY DEVELOPMENTS
The hospitality business delivered decent operating performance as international travel continued to recover, although recovery has not been even across markets. In Singapore, Taylor Swift's concerts and the Singapore Airshow had contributed positively. Overseas properties in Australia, Europe and Japan also benefited from increased visitor arrivals, but the operating performance of some segments were impacted by higher overheads. Currency exchange losses also impacted profitability. Overall, Straits Trading's hospitality segment delivered S$5.8 million profit before tax for FY2024, against S$2.7 million profit before tax for FY2023.
In 2024, Far East Hospitality grew its hospitality management portfolio with the opening of two hotels adding more than 500 rooms in Singapore and Australia. The hotels include the 273-room Vibe Hotel Melbourne Docklands and 255-room Quincy House Singapore. Additionally, TFE Hotels also strengthened its presence in New Zealand through a strategic partnership with Heritage Hotels with a portfolio of over 500 rooms across five properties in Auckland, Wellington, Christchurch and Queenstown. TFE Hotels will be managing the portfolio, while Heritage Hotels will retain ownership.
We are also pleased to report that Far East Hospitality has completed the disposal of the 103-room Rendezvous Hotel Perth Central in
2.
December 2024. The property was sold for a total consideration of A$18.5 million and contributed an estimated gain of A$6.7 million. S$4.7 million of capital has since been returned to Straits Trading.
OUTLOOK
Far East Hospitality continues to see improvement in hotel occupancies and room rates across its portfolio as the tourism sector rebounds.
According to United Nations World Tourism Organisation ("UNWTO"), international tourism recovered to pre-pandemic levels in 20241. An estimated 1.4 billion tourists travelled internationally in 2024, 11% higher than in 2023. International arrivals for the Asia Pacific region grew 33% in 2024, but the numbers were still 87% of pre- pandemic levels. Except for certain regions suffering from the effects of the Russian-Ukraine war, tourists in other European subregions surpassed pre-pandemic levels. Growth is expected to continue, with the UN Tourism panel of experts seeing "better" or "much better" prospects for 2025.
In Singapore, international tourist arrivals grew 21% to over 16.5 million in 2024, which is 86% of 2019 levels at 19.1 million. We expect further recovery from key source markets such as China, given supportive arrangements like visa-free travel between Singapore and China. Singapore Tourism Board expects the tourism sector to continue its growth momentum this year, on the back of increasing flight connectivity and capacity, as well as the implementation of the mutual visa-free travel between China and Singapore. In terms of hotel statistics, average occupancy increased 4.9% YoY to 80.1% with RevPAR increasing 19.5% to S$225.77. This compares favourable with 2019's average occupancy of 86.9% and RevPAR of S$191.96.
Far East Hospitality is well-positioned to benefit from the continued recovery in international as well as domestic travels.
While the tourism outlook appears optimistic, uncertainty in the international economic environment could pose headwinds to the recovery of the sector. The main factors weighing on the recovery include geopolitical tensions, labour shortages, rising inflation, high interest rates and high oil prices, resulting in higher cost of operations and a slower demand recovery.
STRATEGY
Far East Hospitality will actively take steps to position its business to capture the various growth opportunities. The management is working to enhance selected assets to position the portfolio to capture the demand growth. Coupled with marketing efforts to drive corporate business growth, we believe Far East Hospitality is poised to achieve increased revenue and profit. At the same time, management will maintain a prudent capital structure and drive growth via the asset-light management contract model, leveraging on its brand equity. Given its robust balance sheet, Far East Hospitality is well-positioned to seize growth opportunities. Its strategy includes transforming its brands and offerings, and pushing towards its goal of having 25,000 rooms under management. This is a scalable platform that Straits Trading will look to capitalise when suitable opportunities arise.
https://www.unwto.org/news/international-tourism-recovers-pre-pandemic-levels-in-2024
Investor Relations & Shareholders' Club
At Straits Trading, we are committed to fostering strong relationships with our investors by maintaining transparency, accountability, and proactive engagement. Our investor relations ("IR") team ensures that shareholders and stakeholders receive timely, relevant, and accurate information regarding the Group's financial performance, strategic direction, and operational developments.
Straits Trading is dedicated to upholding the highest standards of corporate governance and disclosure. We actively communicate through various platforms, including quarterly financial reports, investor presentations, press releases, and our corporate website.
The IR team actively engages with analysts, institutional investors, and retail shareholders through investor meetings, earnings calls, and corporate events. We welcome investor feedback and inquiries, ensuring a two-way dialogue that strengthens investor confidence in the Group's long-term growth and value creation strategies.
With the aim to actively engage shareholders, the Straits Trading Shareholders' Club was established with three main objectives:
Through the events hosted by Straits Trading Shareholders' Club, the management gains better understanding of investors' views and expectations. It is also a platform for shareholders to provide suggestions or share ideas with the management.
Shareholders who are registered with the Shareholders' Club had the opportunity to attend events in FY2024 such as:
Overall, Straits Trading believes the Shareholders' Club is a holistic way to engage, interact and build strong relationship with its shareholders and create value for them in addition to just financial returns. Straits Trading is committed to proactively engaging shareholders, both retail and institutional, as well as the wider investment community through regular, transparent and timely communications, with the objective of enabling investors to make informed decisions.
To register with the Shareholders' Club, shareholders of Straits Trading can register themselves athttps://shareholdersclub.sgto be part of the community at no costs.
Sustainability Report
STATEMENT FROM THE BOARD
DEAR VALUED STAKEHOLDERS,
The Board of Directors of The Straits Trading Company Limited remains steadfast in its commitment to creating long-term value for our shareholders, stakeholders, including the communities we serve. As we look to the future, we continue to integrate sustainability into our strategic decision-making and operational practices.
Our approach to sustainability is founded on the belief that responsible business practices are essential to our continued success. Since 2022, we have adopted relevant ESG reporting guidelines and frameworks that allow us to communicate our businesses through a different lens, and at the same time, address the evolving challenges of climate change, social equity, and responsible governance.
Next year, we will continue to adapt and transition from Task Force on Climate-related Financial Disclosure ("TCFD") to International Sustainability Standards Board ("ISSB") standards to align with Singapore's commitment to adopt rigorous and transparent non-financial reporting requirements.
ENVIRONMENTAL STEWARDSHIP
The Board acknowledges the pressing need for sustainable practices to mitigate the effects of climate change. We have continued our efforts to reduce our carbon footprint, focusing on improving energy efficiency, waste reduction, and engaging our stakeholders to raise awareness of climate risks. We are committed to achieving 100% Green Building Certification for assets within our operation control and where practicable.
SOCIAL RESPONSIBILITY
We are committed to promoting social responsibility in various aspects of our businesses. In 2024, we strengthened our focus on fostering a diverse and inclusive workplace that provides equal opportunities for all employees, regardless of background or identity. We prioritise the development of our employees by creating a supportive work environment that encourages work-life balance. Lastly, we also continue to support community initiatives, focusing on volunteering and ensuring that our operations benefit the communities in which we operate.
GOVERNANCE AND ACCOUNTABILITY
We are committed to maintaining the high standards of governance that ensure the long-term success of the organisation. We prioritise integrity and ethical behaviour in all aspects of our operations. In 2024, we enhanced our risk management approach that allows us to identify and manage risks promptly. The Board continues to oversee the implementation of our sustainability strategy, regularly evaluating and improving our governance practices.
Sustainability Report
STATEMENT FROM THE BOARD
2024 SUSTAINABILITY HIGHLIGHTS
RISK MANAGEMENT AND CLIMATE STRATEGY
We remain vigilant in identifying and addressing potential risks related to climate change and other sustainability issues. In 2024, we incorporated Climate Risks and Transition Risks into our Enterprise Risk Management ("ERM") framework that considers both short- and long-term climate-related risks, in alignment with TCFD recommendations. We are committed to ensuring our business is resilient in the face of changing environmental and market conditions.
LOOKING AHEAD
As we move forward, we will continue to embed sustainability principles into our business practices. We are focused on driving continuous improvement across all aspects of our ESG performance and engaging our stakeholders to create positive, lasting change. The Board will continue to ensure that sustainability is considered in every decision we make, and we remain transparent in our progress, challenges, and achievements.
More than
2.7 MW
on-site renewable energy capacity installed across our managed properties and at our Pulau Indah
Smelter as of 2024
4%
reduction in electricity use intensity of our managed properties in 2024 compared to 2023
1
Reduction based on Scope 1 and market-based Scope 2 emissions. Emissions intensity values are calculated only for properties with a full year of operations.
Sustainability Report
SUSTAINABILITY VISION
OVERVIEW
The Straits Trading Company Limited ("Straits Trading") is an investment conglomerate with diverse operational and financial interests in resources, property, and hospitality sectors.
OUR MISSION
Our resources business comprises of 52% stake in Malaysia Smelting Corporation Berhad, one of the leading tin smelters in the world, listed on both Bursa Malaysia and the Singapore Exchange Securities Trading Limited.
Our property portfolio is held under the following entities, covering commercial, industrial and residential assets across:
The above subsidiaries are wholly owned by Straits Trading.
Additionally, we hold strategic minority stakes in Far East Hospitality Holdings (30%), SDAX Group (10.08%) and ESR Group (4.0%).
This report provides comprehensive disclosures of key subsidiaries where our ownership exceeds the controlling threshold of 50% shares. Please refer to our website for details of these companies. ESG data for other subsidiaries and associates, in which we hold minority stakes or have no control over their daily operations and practices, can be found separately in their respective reports or on their websites2. Unless otherwise stated, the ESG information disclosed in this Sustainability Report focus primarily on entities listed below,3:
SCOPE OF THE REPORT
The Sustainability Report, a key component of our Annual Report, provides a comprehensive summary of our commitments, governance structures, policies, and performance in addressing ESG impacts material to our business for the financial year 1 January to 31 December 2024.
MSC is a separately listed company and has its own governing body chaired by Ms. Chew Gek Khim. Straits Trading maintains close engagement with MSC's board and management over material ESG and sustainability issues.5
REPORTING FRAMEWORK
This report is prepared with reference to the GRI Sustainability Reporting Standards ("GRI Standards 2021") and in compliance with the Singapore Exchange Securities Trading Limited
("SGX-ST") Listing Manual Rules 711A and 711B.
REPORT REVIEW AND ASSURANCE
Adhering to the listing rules established by the SGX, the Group has undertaken an internal review of the critical elements of the Sustainability Report 2024. This review aims to ensure the sufficiency and efficacy of Straits Trading's internal controls governing sustainability reporting processes. Additionally, this report and the data contained in it has been reviewed by third party consultant who supported us with our reporting programme for the FY2024 reporting period. In forthcoming years, the Group intends to obtain external assurance on selected ESG metrics and performance against predetermined targets.
FEEDBACK CHANNEL
Feedback from our stakeholders is invaluable for the ongoing enhancement of our reporting and sustainability practices. We encourage and appreciate your views, comments, or feedback, which can be directed to:[email protected].
More information on these references can be found in ourESG Data Tables, GRI Content Index and TCFD Reference in
Our climate-related disclosures align to all current mandatory requirements specifically the Task Force on Climate-related Financial Disclosures ("TCFD"), as required by SGX-ST.
In 2024, International Sustainability Standards Board ("ISSB") took over responsibility for TCFD monitoring, and the SGX-ST confirmed that from calendar year 2025 the IFRS Standards - S1 and S2 will be applicable, noting that IFRS S2 fully incorporates the recommendations of the TCFD.
We have taken a proactive approach to these upcoming changes to ensure a seamless transition to the ISSB standards.
As part of this transition, we have included in this year's report disclose against some relevant metrics under the Sustainability Accounting Standards Board ("SASB") Real Estate and Metals & Mining Standards. Our greenhouse gas ("GHG") emissions are calculated in accordance with the GHG Protocol Corporate Standard.
Appendix A-C of this Report.
We also proudly endorse and contribute to the United Nations ("UN") Sustainable Development Goals ("SDGs"). In 2024, we have developed targets for our material ESG factors and have identified where these targets will contribute to specific UN SDGs.
Sustainability in Straits Trading is integrated at the highest governance level. The Board plays a pivotal role in steering theoverall sustainability direction of the Group, covering SDPL, SIM,
SRE, and STCPM which are directly controlled by Straits Trading.
Sustainability Governance
The Audit Committee ("AC") has been appointed to oversee ESG matters, reporting directly to the Board. The AC is tasked with authorising and overseeing management while also monitoring material ESG factors. Furthermore, the AC periodically evaluates the adequacy of the Group's internal controls to enhance the integrity and credibility of its sustainability reporting.
The Sustainability Governance Organisational Structure also consists of the Sustainability Taskforce ("STF") led by the AC. This taskforce comprises of members from respective business units and departments. Meetings of the STF are held regularly to address organisation-wide issues, including a comprehensive review of sustainability data and performance against sustainability metrics, targets, and ESG frameworks. The STF plays a crucial role in deploying, implementing, and continuously improving initiatives within the scope of sustainability-related policies and procedures.
5
Subsidiaries and associates where Straits Trading have minority stakes or have no control over their daily operations and practices have separate governance structure and bodies that oversee ESG, business and financial planning. These disclosures are available separately in their own reports or websites.
STAKEHOLDER ENGAGEMENT
At Straits Trading, we understand the importance of involving various stakeholders to achieve our sustainability goals. Maintaining regular and meaningful engagement with our stakeholders is crucial for the alignment of ESG factors that address emerging risks, and ensuring the long-term resilience of the business.
We value insights and feedback from both internal and external stakeholders, which moulds our sustainability initiatives, and the development of comprehensive reports and disclosures.
We have identified a total of five key stakeholder groups, based on their relevance and impact on our business, as well as the impact our business has on them. The Stakeholder Engagement table offers a summary of our stakeholder engagement approach.
Sustainability Report
SUSTAINABILITY GOVERNANCE
SUSTAINABILITY GOVERNANCE
Stakeholder Engagement
STAKEHOLDER GROUP DESCRIPTION
We hold the belief that our most valuable asset is our workforce.
The collective experience, skills, and knowledge of our employees serve as a substantial differentiator for our company. We acknowledge that our people play a critical role in our long-term success.
At Straits Trading, our commitment goes beyond compliance with all applicable health and safety laws; we are devoted to conducting business in a way that prioritises the inherent safety of our employees. Additionally, we aim to cultivate a work environment that is free from discrimination, intimidation, and harassment to empower every individual to contribute to the success of our company.
We actively engage with government entities and regulators to effectively communicate our perspectives to policymakers who influence our business. Our primary emphasis is on ensuring compliance with statutory laws and regulations.
Straits Trading is committed to communicating our strategic objectives, operational updates, and financial performance effectively through our engagement activities.
We have implemented the Business Code of Conduct for ethical and sustainable practices in our value chain and expect our suppliers to adhere to it. In our pursuit of quality equipment, we have also established stringent vendor evaluation and quality control processes, supported by the implementation of a comprehensive procurement philosophy. Our procurement philosophy is centred on the 3R principles: reduce, reuse and recycle. We give additional consideration to locally sourced and environmentally friendly options.
At Straits Trading, fostering strong relationships with local communities is paramount. We actively engage with them to comprehend their needs, collaborate on initiatives, and make positive contributions. Transparent communication and accountability are pillars that help build trust, nurture mutual understanding, and create meaningful partnerships. Together, we cultivate shared value that enhances both our business and the communities we serve.
MODE OF ENGAGEMENT
MATERIALITY REVIEW
In FY2022, we conducted a comprehensive materiality assessment in alignment with GRI 3: Material Topics 2021 (GRI 3) to identify the material ESG topics that has the most significant impacts on both our stakeholders and the business. We refined our process in FY2023, incorporating latest market best practices and in-depth interviews and discussions with both management and operational staff. We then expanded our list to include 4 new ESG topics under Environment, which are Energy, Emissions, Waste, and Water. In FY2024, we re-affirmed the continued relevance of our existing ESG topics to our business and the industries in which we operate and invest, concluding that they remain well-aligned with our priorities and therefore will be maintained in their current form.
On the environmental front, we recognise both the risks and opportunities of reducing our environmental footprint to meet evolving net-zero targets and regulatory standards. Proactively addressing these challenges will help us optimise operational efficiency, strengthen our reputation, and ensure regulatory compliance.
Material ESG Topics
ETHICS AND COMPLIANCE
At Straits Trading, we attain ethical and transparency excellence by establishing our foundation on robust internal governance policies and procedures. We have conducted a comprehensive assessment of corruption risks across all our operations and
Anti-Corruption and Bribery
Socially, the health, safety, and wellbeing of our employees and stakeholders form the foundation of our success. We are committed to upskilling our workforce and promoting diversity and inclusion to drive innovation. By addressing these areas, we can keep ahead of regulatory changes, boost workforce satisfaction, and strengthen our competitive edge.
As an investment-conglomerate, ethics and compliance are at the heart of our operations. We also see responsible investment as a way to amplify our positive impact.
We remain committed to these principles, recognising that proactively addressing them through our ERM framework helps us to mitigate our transition risks as well as strengthen opportunities. Further details of our risk management governance and process are available on page 36.
To mitigate negative impacts related to our material topics, we are taking proactive measures and have established short- and long-term targets in FY2024 to monitoring our progress in respective of each material topic. Please refer to page 40 for details on each target and our performance.
identified fraud risk as encompassing acts of fraud, corruption and poor ethics perpetrated by employees. To address this, we have integrated corruption risk management into our enterprise risk management framework, ensuring it is regularly evaluated on a quarterly basis.
WHISTLEBLOWER POLICY
Our commitment extends to creating a workplace that encourages open communication on business practices and safeguards employees from unlawful retaliation and discrimination when properly disclosing or reporting illegal or unethical conduct. Our Whistleblower Policy helps uphold this commitment and is available to all staff.
Sustainability Report
SUSTAINABILITY GOVERNANCE
SUSTAINABILITY GOVERNANCE
At Straits Trading, we regard anti-corruption as an integral aspect of our organisational culture. This commitment is not only driven by our desire to be responsible corporate citizens but also stems from our awareness of the potential harm that corruption can inflict on our reputation and business operations.
Our Whistleblower Policy serves as a comprehensive framework, offering guidelines and procedures for addressing complaints related to unethical business practices, internal controls, fraud, and accounting. Both employees and third parties can submit these complaints, and we handle them in accordance with the Policy's stipulated guidelines. Moreover, we provide quarterly updates to the AC on whistleblowing matters, ensuring transparency and accountability in our commitment to combatting corruption.
To ensure that all employees are well-versed in our ethical standards, we have established the Business Code of Conduct in our Employee Handbook outlining appropriate work ethics. This handbook is readily accessible to all employees and includes procedures for mitigating corruption and bribery incidents, aligning with our Whistleblower Policy. In the Business Code of Conduct, we have established clear and robust policy regarding the declaration of gifts to prevent any conflicts of interest. Additionally, we have implemented a stringent procurement process, which includes standardised criteria for supplier evaluation to ensure that all procurement decisions are free from unethical practices.
No confirmed incidents of corruption were identified in FY2024. In MSC, in total of 3 management staff and 622 non-management staffs completed an anti-corruption training in FY2024. In Straits Trading, although no dedicated anti-corruption training sessions were conducted in FY2024, the HR department proactively sent an email reminder to all employees regarding our Group's anti-corruption policies.
Compliance with Relevant Local Laws and Regulations
We view compliance with applicable laws and regulations not merely as a legal obligation but as an integral part of our responsibilities towards investors and other stakeholders. Recognising that ensuring compliance demands effective management and regular monitoring, we consistently review our Board Assurance Framework to maintain its relevance amidst a dynamic legal and regulatory environment.
Our business activities are subject to a myriad of laws and regulations governing various aspects, including our business practices, the use of products and services, and environmental regulations across all operating locations. To guide our employees' actions and behaviours, we have instituted internal rules and policies detailed in our Employee Handbook. These encompass work ethics, employee behaviour, the management of regulatory compliance, and conflicts of interest. Moreover, we strictly adhere to the Personal Data Protection Act ("PDPA") and have implemented a comprehensive PDPA compliance manual and policy to ensure employee understanding and adherence to the legislation. In line
We are committed to maintaining the high standards of governance that ensure the long-term success of the organisation. We prioritise integrity and ethical behaviour in all aspects of our operations.
with this commitment, we mandate all employees, consultants, and suppliers to sign the appropriate PDPA consent form. To ensure ongoing compliance with local laws and regulations, we have established a target to maintain zero cases of non-compliance, extending through to 2050.
ECONOMIC IMPACT
We are dedicated to creating a positive impact through our economic activities. We have collaborated with several NGOs in Malaysia and Singapore on various initiatives to promote and support local talent and communities while preserving local heritage and culture. These initiatives include:
Display and sale of merchandise to support local communities
In addition, we recognise the importance of supporting sustainable and locally sourced products and suppliers as part of our commitment to environmental stewardship and community development. Investing in sustainable and local sourcing let us strengthen local economic growth and support the development of sustainability businesses. As a result, we give added consideration to locally sourced and environmentally friendly options in our procurement process.
Investment in energy-efficient technologies and renewable energy generation are critical to STC's strategy not only for reducing greenhouse gas emissions but also for lowering long-term operational costs through reduced energy consumption. We are looking to leverage these efforts to stimulate supply chain changes, enhancing the resilience of local energy market to potential future climate change impacts, and creating jobs in green technology sectors.
INVESTING RESPONSIBLY
As investors, we acknowledge the presence of systemic risks, which can include uncertainties related to the industry, geopolitical and social stability, currency fluctuations, or rising interest rates. These factors, though not exhaustive, can significantly influence the valuation of investments.
At Straits Trading, we have set up a Board Risk Committee that consists of executive key management personnel who are experienced and competent in risk assessment, risk monitoring and risk management. This committee will report to the Board who provides guidance and oversight of the committee. The Board Risk Committee, along with the external expertise we have engaged, is tasked with evaluating potential new areas of risk.
As conscientious investors, we are also attentive to how ESG indicators can either magnify or mitigate these risks. In line with our commitment to consistently deliver long-term sustainable returns to shareholders, we advocate for the holistic integration of ESG factors into our investment decisions. For instance, in SIM, we note our role in ensuring responsible investing practices, therefore, we do not invest in controversial sectors or assets, such as high carbon sectors. We also engage with stakeholders, such as the investee's management, to address and raise ESG issues. The inclusion of ESG considerations as part of our investment criteria has been a longstanding practice, and we remain dedicated to continuing this approach in the future.
As responsible investors, we conduct risk assessments covering:
By incorporating these considerations into our investment strategy, we aim to make informed and responsible decisions that align with our commitment to long-term sustainability.
Investment Criteria
During the acquisition phase, we will assess the sustainability risks of an investment. This involves a thorough examination of risks related to the funds or real estate properties as part of the due diligence stage. The due diligence process incorporates multiple levels of screening for potential investment risks, along with procedures for monitoring these risks and defining exit strategies. To support the investment team in due diligence, we engage advisers based on their market experience and track record. Our active collaboration with top-tier local partners is integral to ensuring the realisation of our intended outcomes for our investments throughout the investment terms. We have also implemented various policies, including the Financial Authority Limits ("FAL") and the Treasury Policy of the Straits Trading Group.
Additionally, we actively monitor and assess concentration risk within both geographical regions and asset classes. This evaluation is conducted when exploring new opportunities within our established markets, which include Australia, China, Japan, Malaysia, Singapore, South Korea, and the United Kingdom. This ongoing diligence is a fundamental aspect of our commitment to effectively manage sustainability risks throughout the entire investment lifecycle.
In alignment with global standards and reflects a transparent approach to incorporating ESG principles into investment frameworks, we will explore opportunities for developing a sustainable investment framework and explore the opportunities to join globally recognised industry initiatives such as the United Nations Principles for Responsible Investment ("UNPRI") and the Net Zero Asset Managers ("NZAM") initiative in 2025. We will continue to review regulatory requirements and stakeholder expectations around responsible investment in the medium and long term.
Sustainability Report
BUILDING CLIMATE RESILIENCE IN OUR ORGANISATION
BUILDING CLIMATE RESILIENCE IN OUR ORGANISATION
The World Economic Forum's Global Risks Report 20246 highlights three major climate issues as the foremost global challenges for humanity in the next decade: extreme weather events, critical changes to Earth systems, and biodiversity loss. Among these, extreme weather stands out as the most pressing risk, affecting the current year of 2024 as well as both short- (next 2 years) and long-term (next 10 years) outlooks.
In light of the potential impacts of climate risk on our business, we are committed to identifying risks and opportunities through systematic and regular risk assessments. We are also developing proactive response measures to mitigate the effects of climate disasters and enhance the climate resilience of our organisation.
Following our 2023 qualitative climate scenario analysis on two of our priority properties in Australia and the United Kingdom, in 2024 we engaged a consulting partner to expand the climate risk assessment to our global portfolio, including 21 assets in Singapore, Australia, the United Kingdom, China, and Malaysia.
Risk Assessment Adaptation
Emissions assessed for Scope 1, Scope 2, and three categories in Scope 3
The following sections outline our alignment and progress against key requirements of the TCFD guidelines.
GOVERNANCE
The Board holds a crucial role in guiding the overall sustainability direction of the Group. The Board is supported by the AC, which assists in fulfilling its oversight responsibilities. The AC's primary duties include aiding the Board in overseeing the company's sustainability vision, mission, strategy, policies, practices, and initiatives.
The STF regularly updates the AC and the Board on ESG related matters. Once updated, the Board and AC have clearly stated roles and responsibilities to assess and manage any material ESG risks and opportunities that could impact Straits Trading, and they will take appropriate action accordingly.
6
Global Risks Report 2024 | World Economic Forum | World Economic Forum
The approach we employed to assess our climate-related risk was undertaken by a third-party engineering consultancy with climate change risk and adaptation expertise. The methodology employs current mandatory technical inputs and metrics for climate-related risk reporting as relevant for Straits Trading to align to TCFD recommendations as required by SGX-ST and industry best practice.
This process provided us with a more comprehensive understanding of climate change impacts on our portfolio, which we will continue to monitor and update regularly. Additionally, we have expanded our emissions accounting to include emissions from our investments, which constitute the majority of our Scope 3 emissions. Leveraging insights from our transition risk assessment, we have updated our ESG targets to reflect our commitment to increasing onsite renewable energy installations and renewable energy procurement. The roadmap below summarises the journey we embarked on in 2023, and the planned works to ensure Straits Trading remains a climate-resilient organisation.
Climate risk analysis for two properties in the UK and Australia Climate risk analysis integrated into ERM and expanded to cover all assets
Climate risk financial implication analysis, preparing for IFRS
20 | 23 20 | 24 20 | 25 2030 2050 |
Scope 3 emissions expanded to six material categories Feasibility study of on-site RE generations at all new development and selected existing assets
Physical Risk (under SSP5-8.5 Scenario)
STRATEGY
Our 2024 climate change risk assessment identified a range of transition and physical risks to STC7. A key element of our climate risk assessment approach is the adoption of climate change scenarios to inform different future contexts and potential sources of risk to our operations. Two scenarios were adopted for both physical and transition risk, which informed the establishment of these contexts for the development of the risk profile, assessed across current, medium (2030) and long-term (2050) timescales. Selected scenarios are summarised in the table below.
- Achieve green certifications for all Group's commercial buildings - 30% of purchased electricity is renewable energy
Achieve net zero emissions for Scope 1 and 2 GHG by 2050.
Physical Risk | Transition Risk | ||
Physical risk assessment aims to assess the risks related to the physical impacts of climate change, including acute events (e.g., floods, storms) and chronic changes (e.g., rising average temperatures, sea level rise). Jupiter Intelligence was leveraged to quantitively assess exposure to physical climate hazards across our entire property and mining portfolio, which informed the more detailed physical risk profile. Physical Risks were assessed under two scenarios: | Transition risks are those that arise from the shift toward a low-carbon economy, including policy, regulatory, market, reputational, and technological changes. Detailed policy research and market analyses were the primary data source for developing the transition risks. Transition risks were assessed under two scenarios: | ||
High Emissions: SSP 5-8.5, where economic growth is driven by fossil fuels and high greenhouse gas emissions leads to severe and frequent extreme weather events and widespread chronic climate impacts. | Low Emissions: SSP 1-2.6, represents a transition to a low-carbon economy. From a physical risk perspective, it entails a future with reduced frequency and severity of extreme weather events and fewer long-term climate impacts. | Business as Usual: Stated Policy Scenario, considers existing policies and measures along with those under development. Far-reaching targets from government (such as to reach net zero emissions) are also considered but realisations of those targets are not taken for granted. | Active Mitigation: SSP 1-2.6, represents a transition to a low-carbon economy driven by global cooperation, ambitious climate policies, and a widespread adoption of sustainable practices that keep global warming at around 1.8°C. |
For physical risks, we employed climate change projection data through an external provider, Jupiter Intelligence, which enabled us to identify the level of exposure of our investment portfolio to both acute and chronic climate hazards. Specific risks were identified relating to extreme heat, flooding, precipitation, sea level rises, and drought, with landslide impacts being identified as key issues in the stakeholder engagement process. For transition risks, we identified the potential implications of carbon taxes and regulation change, as well as the need to invest in renewable energy and efficiency technologies to meet regulatory requirements and evolving market expectations.
Importantly, we recognised that climate change also presents potential opportunities to our business. High priority risks and opportunities identified are summarised in the tables below.
Category
Risk driver
Increased frequency and/or intensity of flooding, precipitation and landslides
Increased maximum temperatures Increasingly severe droughts and higher temperatures leading to decreased water quantity and higher cooling demand
Higher operational costs and reduced resource availability
Impact areas
Health and safety impacts to staff and tenant customers
Sea level rise
Severe or permanent loss of exposed coastal property and infrastructure
7
The assessment focuses on our property portfolio and does not include our resources subsidiary MSC which has its own risk assessment framework, details on which may be found in MSC's report on its website. However, as with other ESG topics, we engage closely with MSC's board and management on climate-related risks and opportunities.
Sustainability Report
BUILDING CLIMATE RESILIENCE IN OUR ORGANISATION
BUILDING CLIMATE RESILIENCE IN OUR ORGANISATION
Transition Risk (under SSP1-2.6 low emissions scenario)
Category
Climate-related opportunities
Carbon tax and enhanced regulations over GHG emissions
Enhanced building efficiency requirements resulting in the need for technology upgrade and changes
With growing demand for energy efficient and/or green certified buildings, Straits Trading could face the challenge of retrofitting current asset in time in timely manner.
Category
Risk driver
Opportunity
Introducing carbon pricing will facilitate the development of green technology.
Strengthen assets through retrofit by incorporating climate-resilient measures and designs to withstand extreme conditions like flood.
Investing in green buildings and low carbon technologies helps to meet client expectations and attract more customers.
Our existing controls to address the high-priority risks across our property portfolio include installation of flood protection barriers in areas where assets have been identified as being at high risk of flooding. We have also implemented technical and environmental due diligence process for our new acquisitions, integrating climate-related risk assessments. Additionally, we are planning to source for alternative suppliers of vulnerable materials and resources to mitigate climate-related impact on our supply chain. In our resources subsidiary, MSC, we undertook plans for proactive preventive maintenance as part of our flood risk management programme, with specific focus on key seasonal actions and monitoring, as well as establishing emergency response plans ("ERP") to manage climate related hazards. We also incorporated plant shutdown procedures to safeguard critical equipment and evacuation protocols to ensure effective response during real-life emergency scenarios.
Impact areas
Increased cost and compliance pressure from implementing decarbonisation measures and carbon credits
Financial and operational impact from implementing energy-efficient/sustainable technologies to comply with requirements and market needs.
Impact areas
Simultaneously, we will address transition risks by reducing GHG emissions through decarbonisation initiatives, including setting net zero targets and monitoring our progress in emission reduction and renewable energy investments. We will progressively implement decarbonisation measures into our assets and explore green lease clauses for our tenants. Additionally, we will continually review and seek advice on the regulatory compliance risk to ensure we stay ahead of the curve. This dual approach ensures we are prepared for both physical challenges as well as the transition to a low-carbon future.
RISK MANAGEMENT
Our overall approach to climate change risk assessment (aligned with ISO31000:2018 Risk management) begins with establishing the context, followed by risk assessment pre-screening and in-depth stakeholder engagement to develop a detailed Straits Trading climate risk profile.8
1. Establishing the context
2. Risk assessment pre-screening
3. Stakeholder engagement
Detailed risks and opportunities were assessed utilising the Straits Trading risk management framework (including likelihood and consequence criteria) and aligned with the Straits Trading enterprise risk profile to facilitate the integrations of climate-related risks into overall risk management and decision-making processes.
As indicated in the figure below, every risk and opportunity was cross-referenced with an established enterprise risk.
Straits Trading Enterprise Risk Detailed Risk
Physical Risk 1
Physical Risk 2
Transition Risk
In 2025, we aim to build a more comprehensive management of the potential impacts of climate change on our business. We will manage climate-related risks through dedicated resourcing, regular assessments, and integration into decision-making. Climate risks will be reviewed annually, with high-priority risks monitored more frequently. Insights from the assessment will be considered in our business decisions, and progress will be tracked through structured monitoring and transparent reporting.
4. Detailed Straits Trading risk profile
METRICS & TARGETS
5. Enterprise climate risk alignment
At Straits Trading, we are committed to managing environmental, social and governance topics that we have identified as material to our business. In 2024, we have developed targets for our material ESG factors and have identified where these targets will contribute to specific targets under the UN SDGs. Our targets are defined across short-term (2025), medium-term (2030) and long-term (2050) time horizons. Our approach to the targets for our materials ESG topics was developed in line with SGX-ST and emerging ISSB requirements over the course of a programme of work with our Sustainability Taskforce and external consultant. Our climate-related metrics, including our Scope 1, 2, and 3 emissions, are disclosed in the Environment chapter. Please refer to the Emissions and Energy sections for further details of our performance.
8
Further detail on the climate risk assessment approach can be provided upon request.
Sustainability Report
BUILDING CLIMATE RESILIENCE IN OUR ORGANISATION
BUILDING CLIMATE RESILIENCE IN OUR ORGANISATION
Targets and performance for material ESG topics9
Material Topic & UN SDG Alignment10
Target(s)
Energy
7.2, 7.3
Emissions
7.2, 13.3
Waste
11.6, 12.5
Corporate offices and managed properties
Water
6.4, 12.2
Corporate offices and managed properties
Training and Education
4.7, 13.3
All Straits Trading employees13
2023
Corporate offices and managed properties
Property development & resources
Property development
Managed properties
2024
0%
6 properties
7%
10 properties
7,042 tCO2e12
3 categories
8,919 tCO2e 6 categories Not disclosed
6%
0.5 m3/m2 12
0.5 m3/m2
4.9 hours 0 hours
5.3 hours 0 hours
Material Topic & UN SDG Alignment10
Safety and Health
3.9, 8.8
All Straits Trading employees
Diversity and Inclusion
5.5, 12.6
Human Rights
8.7, 8.8, 10.3
2023
2024
0
Not disclosed
214
Not disclosed
29% senior management 25% board
50% senior management 33% board
0
0
0
0
Not disclosed Not disclosed N/A
N/A
14
This figure include 2 injury cases for FY2024. Further details on Safety & Health metrics may be found in the Safety & Health section of this report.
Sustainability Report
ENVIRONMENT
ENVIRONMENT
Our greenhouse gas ("GHG") emissions inventory is developed in accordance with the GHG Protocol Corporate Standard, using the Operational Control consolidation approach. We developed our first inventory in 2023 and are on a journey to continuously improve our data quality and completeness, while committed to reducing our emissions in line with our targets. The methodology and approach which we use to assess our GHG emissions has been created by a reputable third-party consultant with emission inventory expertise and is aligned to SGX-ST requirements, GHG Protocol and industry best practice. Any restatements of information are indicated with reasons provided in the footnotes.
EMISSIONS
Based on our relevance assessment conducted in 2024, our key emissions sources consist broadly of our own operations at our corporate offices and managed properties15, tenant consumption at our managed properties (leased assets), embodied carbon in construction from our development projects, and the operations of our subsidiaries, associate companies and other investments. In 2024, we are expanding our Scope 3 emissions reporting to increase coverage of these key emissions sources and intend to improve coverage in future reporting years.
Total Emissions (tCO2e)16
Emissions | 2023 | 2024 |
Scope 1 | 1,03817 | 1,151 |
Scope 2 | 6,003 | 7,768 |
Scope 318 | 599 | 85,565 |
TOTAL | 7,640 | 94,484 |
2024 Total Emissions by Scope | ||
2024 |
1,151
Scope 1Scope 2Scope 3
Scope 1 and 2 Emissions Intensity (tCO2e/m2)19
Scope 1 and 2
2023
Emissions Intensity
Our own operations (Scope 1 & 2)
2024
Emissions Intensity
0.09
0.08
Within our own operations, purchased electricity is the largest source of emissions, comprising over 87% of our Scope 1 and 2 emissions. This year, we are reporting market-based Scope 2 GHG emissions in addition to location-based emissions. This enables us to track our progress towards our target of net zero in our operations by 2050, a large part of which will be achieved through increasing renewable electricity procurement for our real estate portfolio. More information on our renewables strategy can be found on page 21.
In addition to purchased electricity, our operational emissions consist of direct emissions from fuel use (Scope 1) in back-up generators, heating of common areas and other facilities controlled by Straits Trading, and corporate vehicles. Loss of refrigerants used in air conditioning are also included.
In 2024, while our absolute Scope 1 and 2 emissions increased from our 2023 emissions due to new developments completed in Malaysia and Korea, our Scope 1 and 2 emissions intensity has decreased. Due to the nature of our business in real estate development, emission intensity is a key metric to track the decarbonisation of our overall portfolio. At the same time, we recognise the importance of reducing our absolute emissions to make progress towards our target of net zero by 2050. We have committed to an absolute emissions reduction target of at least 10% from our 2023 baseline by 2030. In the short-term, we are in the process of developing our action plan towards our 2030 and 2050 targets. Please refer to page 40-41 for more information on our targets.
Scope 3 emissions
As an investment conglomerate, we recognise the importance of addressing our Scope 3 emissions arising predominantly from our investments, as well as construction of our development projects and operation of our leased assets.
Following our preliminary assessment undertaken in 2023, this year, we refined our Scope 3 screening assessment to determine the categories most relevant to our business. Based on the assessment, we have expanded our Scope 3 emissions reporting in FY2024 to include the following categories which were deemed relevant: Business travel, downstream leased assets, and investments20.
These are in addition to the categories previously identified and disclosed in FY2023, including: fuel- and energy-related activities, waste generated in operations, and employee commuting. We are working to further expand our Scope 3 coverage in future reporting years to include all relevant categories, including purchased goods and services and capital goods to capture embodied carbon from our construction projects and other activities.
Our most significant source of emissions within our Scope 3 emissions is our investments, comprising 83% of our Scope 3 emissions and 75% of our total emissions profile. This includes a 52% proportional share of the Scope 1 and 2 emissions of our resources subsidiary, MSC. In future years, we intend to expand the coverage of our reporting to more comprehensively represent emissions from our investments including associate companies.
As a landlord, it is important for us to address emissions associated with our downstream leased assets which make up 13% of our Scope 3 emissions and 12% of our overall footprint. We are currently developing our strategy to address these emissions which will include improved data collection, green leasing elements, and engagement with our tenants on sustainability topics.
Emissions from fuel- and energy-related activities, employee commuting, business travel and waste are relatively small, making up 3% of our total emissions.
We will continue to report on our relevant emission categories, with a commitment to refine and improve our data over time based on data availability and in line with best practice.
Scope 3 Emissions (tCO2e) 21
Emissions Category
Category 3: Fuel- and Energy-related Activities
Category 5: Waste Category 6: Business Travel
Category 7: Employee Commuting
Category 13: Downstream Leased Assets
Category 15: Investments
TOTAL
2023
2024 Scope 3 Emissions by Category
Category 3: Fuel- andEnergy-related Activities
Category 5: Waste
Category 6: Business Travel
ENERGY
As the largest contributor to our operational emissions, addressing our energy consumption is critical to achieve our target of net zero in our operations by 2050. Our strategy is to optimise our real estate portfolio to be as energy efficient as possible, and use renewable energy for our remaining consumption through credible procurement mechanisms as well as on-site generation where feasible. We have engaged technical consultants to conduct energy, water and waste audits of several of our properties to develop net zero pathways for our assets in line with best practice.
Optimising the efficiency of our portfolio
To benchmark the energy performance of our real estate portfolio against best practice, we track the energy usage intensity across our managed properties and seek green building certifications to verify our performance where practicable. As of FY2024, we are proud to have achieved green building certifications for 10 of our managed properties, covering around half of our real estate portfolio under our operational control. The full list of certifications can be found in Appendix D ESG Certifications.
We have undertaken several initiatives to reduce our energy consumption and improve efficiency across our property portfolio, including:
2024
85,565
The energy usage intensity ("EUI") of our property portfolio for 2024 was 171 kWh/m2 across our corporate offices and managed properties. By 2030, we aim to achieve green certifications for all buildings under our operational control. Please refer to page 40-41 for more information on our targets.
Sustainability Report
ENVIRONMENT
ENVIRONMENT
Expanding renewable energy
The renewable energy portion of our total electricity consumption in FY2024 was 7%, based on renewable electricity procured for our real estate assets in the UK22.
We aim to increase our renewable energy electricity across our real estate portfolio to achieve 30% renewable electricity by 2030, and to increase the renewable share to 15% in the short-term by 2025.
At Straits Trading, we recognise the importance of expanding the renewable energy generation capacity across the globe and are committed not only to increasing our procurement of renewables but to also contribute to generation where possible. As of FY2024, we have completed solar panel installations at a number of sites including:
Energy Consumption (kWh)
In the short term, starting from 2025, we plan to conduct technical feasibility studies of on-site renewable energy generation at all new developments. By 2030, we aim to install on-site renewable energy generation facilities at all new developments where feasibility has been considered viable.
In combination with energy reduction and efficiency measures, increasing our share of renewable consumption will ultimately support us to achieve our long-term net zero target. To monitor our efforts in this space, we intend to disclose and improve on our investment in energy-efficiency and renewable energy generation annually. For more information on this commitment, please refer to chapter Economic Impact of this report and our targets on pages 40-41.
Finally, to improve our data visibility and decision-making, we are in the process of collecting additional data in alignment with key reporting frameworks, including SASB for our property segment. By 2025, we aim to report on the following new metrics: Energy consumption by segment/subsidiary; energy consumption data coverage as % of GFA by property segment; % of renewable electricity by property segment; % of portfolio with energy rating.
Total Energy Consumption Fuel-related Energy Consumption Total Purchased Electricity Renewable Electricity23
Energy Usage Intensity (kWh/m2)24
Energy Usage Intensity
PROPERTY | RESOURCES |
2024 | 2024 |
Total | MSC |
17,462,486 | 46,633,143 |
3,788,613 | 1,790,844 |
13,673,873 | 43,978,795 |
992,871 | 863,504 |
PROPERTY | |
2024 | |
Total | |
171 |
WATER
In FY2024, our total water withdrawal was 128,852 m3 across our corporate offices and managed properties, and 1,651,271 m3 in our resources segment. At Straits Trading, we regularly conduct reviews on the water usage and management practices for all our properties, implementing new water-saving initiatives wherever applicable.
Our water reduction initiatives to date include:
Water withdrawal (m3)
Our target in the mid-term is to reduce our water withdrawal intensity to 0.45 m3/m2 by 2030, in line with industry benchmarks. Please refer to pages 40-41 for more information on our targets.
To improve our data visibility and decision-making, we are in the process of collecting additional data in alignment with key reporting frameworks, including SASB for our property segment. By 2025, we aim to report on the following new metrics: Water withdrawal data coverage (%); % of new leases with cost recovery clause for resource efficiency capital improvements; % of tenants with separate water metering.
Water withdrawal
Water withdrawal intensity (m3/m2)26
RESOURCES | ||
2023 | 2024 | 2024 |
Total | Total | MSC |
88,24425 | 128,852 | 1,651,271 |
PROPERTY
Water withdrawal intensity
PROPERTY
2023 | 2024 |
Total | Total |
0.5 | 0.5 |
Sustainability Report
ENVIRONMENT
SOCIAL
Our waste data includes operational waste from our investment properties and resources subsidiary, MSC, and construction waste in our developmental projects. The total waste generated by our Straits Trading operations in FY2024 was 1,370 tonnes across our corporate offices and managed properties, and 251 tonnes in our resources segment.
WASTE
We have undertaken several initiatives to reduce our waste including awareness raising activities on recycling and reducing usage of takeaway boxes, through emails and posters, as well as including recycling bins in some of our properties.
In our SRE property assets, specific waste reduction initiatives in 2024 included:
Waste generated (tonnes)
Specific waste reduction initiatives for Crowne Plaza Penang Straits City implemented in 2024 included:
We are in the process of collecting additional data to improve visibility on our waste and inform our long-term strategy to reduce our impact. By 2025, we aim to collect data on waste generation and intensity of operational and construction waste across all corporate offices and managed properties.
To improve our waste management, we aim to achieve a 30% operational waste recycling rate by 2030. Please refer to pages 40-41 for more information on our targets.
Waste generated in operations
RESOURCES | ||
2023 | 2024 | 2024 |
Total | Total | MSC |
1,36727 | 1,370 | 251 |
PROPERTY
27
We review and update historical data for accuracy on an annual basis, to account for adjustments in methodology, structural changes and data availability. Our 2023 figures have been restated for these reasons.
We foster a diverse and inclusive workplace that provides equal opportunities for all employees, regardless of background or identity.
At Straits Trading, we believe the continuous support and engagement of our employees and the local community is an important contributing factor to the success of the company. As a commitment to contributing positively to the development of our communities, we have implemented strong policies and social initiatives to improve the wellbeing of our employees and communities. In addition, we also work closely with our subsidiaries and associates to support their efforts to improve the livelihood of staff and contribute to the local communities.
At Straits Trading, we refer to our firm-wide sustainability policy as guiding principles for our commitment to social responsibility. Our sustainability policy includes the following guidelines related to social responsibility:
We strive to create a safe and hazard-free working environment, while fostering diversity and inclusivity in our workplace. Our focus extends to talent development, career advancement, and skills training initiatives. We also prioritise local socioeconomic development by enhancing the well-being of our employees.
These efforts help lay the groundwork for us to continue building a sustainable, equitable, and resilient firm.
We believe in making a meaningful difference not just through our business, but also in the communities we serve. In FY2024, our dedicated team of employees came together to support two impactful initiatives: volunteering at Yong-en Care Centre and organising a company-wide food drive to support The Food Bank Singapore.
With Yong-en Care Centre, our employees volunteer three times a week, providing essential support to individuals with dementia. This initiative not only helps free up manpower at the centre but also allows staff at the centre to take well-deserved breaks to recharge.
During each visit, our employees step in to take over the roles of the Yong-en staff, engaging the beneficiaries in games and activities designed to provide therapeutic benefits. This hands-on involvement is part of a company-wide initiative, where the entire workforce participates in rotational basis throughout the course of the year.
From our Executive Chairman to every team member, we lead by example - reinforcing collective responsibility while deepening our understanding of dementia care and the challenges faced by those living with it. This hands-on engagement not only provides critical support but also informs our commitment to meaningful, inclusive action.
Our food drive initiative in support of The Food Bank Singapore in July 2024 saw employees rallying to collect essential groceries for households facing food insecurity, ensuring that no one in our community goes hungry. These efforts reflect our commitment to compassion, empathy, and sustainability, creating a positive impact both within and beyond our workplace. Volunteering has been deeply rewarding for our team, fostering empathy and social responsibility while strengthening our culture of giving back and teamwork.
Sustainability Report
SOCIAL
SOCIAL
Average Training Hours by Gender
Average training hours per male employee | 3.39 9.63 |
Average training hours per female employee | 7.75 14.41 |
Average training hours | 5.29 10.24 |
Average Training Hours by Employee Category
Average training hours per non-management staff | 4.59 26.76 |
Average training hours per management staff | 5.46 7.40 |
Aligned with our commitment to supporting the career aspirations of our employees, we actively assist them in pursuing relevant professional and postgraduate qualifications, such as ACCA, CFA, and other advanced degree programs. To further support their learning journey, we also provide dedicated time off for their studies. Additionally, we ensure that employees have easy access to human resource policies and feedback mechanisms, enabling them to participate in surveys or polls and share valuable insights. This open communication helps employees convey their development goals to their managers while allowing HR to stay informed about the most relevant certifications for our industry sectors.
At Straits Trading, we also have a structured and transparent performance review process detailed in the Employee Handbook.
We review our appraisal process regularly and incorporate employee feedback to ensure that it is consistent with our commitment to meeting company needs as well as employee goals. Our evaluation method focuses on three main areas: contributions to the team and the Group's strategic goals, development and skill requirements, and career development ambitions. In FY2024, 100% of employees who fall under the performance review cycle successfully underwent a performance review.
In line with our commitment to support our employees' careers, we aim to achieve an average of 10 training hours per employee in 2025 and an annual average of 40 hours/employee in the medium term by 2030. To complement and support our sustainability commitments, we also aim to provide 4 hours/employee of training on sustainability and climate change for all employees by 2025.
To support our engagement with tenants in our managed properties on sustainability issues, we aim to provide sustainability training to property managers by 2025 and create content suitable to all occupiers and make available to 100% of tenants, and to continuously engage tenants to improve sustainability performance in tenant areas. Please refer to pages 40-41 for more information on our targets.
SAFETY AND HEALTH
Policies
PROPERTY 2024 Total RESOURCES 2024 MSC PROPERTY 2024 Total RESOURCES 2024 MSC
As safety and health excellence are integral components of all our business processes, we are committed to continuously uphold high safety standards for the well-being of our employees. In addition, we actively share any identified best practices across the Group.
Straits Trading employees are insured under a Group Term Life Insurance which covers death or total & permanent disability. In addition, the Group Personal Accident Insurance also provides coverage for death and disablement under certain conditions. Through these policies, our aim is to ensure that in the event of an unforeseen workplace accident, our employees and their families will receive comprehensive financial support during their time of need.
We also work closely with all our stakeholders, including our contractors, subcontractors, customers, and suppliers to maintain high Health, Safety, and Environment standards. Our OSH policy and Emergency Response Plan are readily available to our employees.
To create a safe and healthy workplace, we adhere to all safety and health regulations in all our building operations. The workers on our construction sites are managed by third-party contractors. On our end, we work closely with these contractors to minimise hazards and ensure a safe working environment for everyone.
Additionally, we require major contractors to have a comprehensive Occupational Safety and Health ("OSH") policy. This may include evidence of insurance coverage, training, and safety protocols on site which include the handling of electrical equipment, and risk assessment. We also regularly review these policies to ensure that we maintain a high safety standard that is aligned with all OSH requirements in all our operating markets.
Hazard Identification and Management
At Straits Trading, we require our key contractors to conduct a general risk assessment prior to the commencement of work, which will be reviewed by us. All the Group's operational entities also have procedures in place to monitor and investigate any occurrences of occupational health hazards. Based on its current operations, there are no OSH risks identified at our construction
sites. In FY2024, Straits Trading's property subsidiaries did not record any fatalities, high-consequence injuries, but recorded two recordable injuries. MSC recorded one work-related fatality and three high-consequence injuries, and 44 lost-time injuries in FY2024, including both employees and contractors whose work is controlled by MSC.
The fatality case occurred at Rahman Hydraulic Tin Sdn. Bhd., a wholly-owned subsidiary of MSC, which involved a long-arm excavator operator engaged by the contractor. The incident was handled in a timely manner, internal reporting procedures followed, and remedial actions promptly put in place. To prevent future occurrence, the Hazard Identification, Risk Assessment, and Risk Control ("HIRARC") and Standard Procedure ("SOP") for Slime Removal Activities were reviewed and updated. Refresher briefings were conducted for all relevant workers on the revised HIRARC and SOP. Engineer controls were also implemented, including expending the earth safety bund to serve as a clear stopper and visual guide to prevent operators from exceeding safe operational limits.
Fatalities, high-consequence injuries, recordable injuries and recordable work-related ill health cases
MSC has conducted total of 65 safety-related programs and training sessions in FY2024. A total of 1,498 employees (including expired contract workers) were trained on health and safety standards.
We are committed to achieving zero fatalities, injuries and ill health cases within our operations. We also aim to achieve 100% employee completion rate of workplace health and safety training and will review Health and Safety requirements for suppliers and contractors. Please refer to pages 40-41 for more information on our targets.
At Straits Trading, we are committed to maintaining a diverse and inclusive workforce as we believe it is essential for cultivating innovation and creativity. We strive to ensure that equal opportunities are given to all staff in the areas of work assignments, personal development, and progress within the organisation, regardless of their race, ethnicity, gender, age, or belief; so that everyone has the opportunity for personal growth at our company.
RESOURCES | ||
2023 | 2024 | 2024 |
Total | Total | MSC |
DIVERSITY AND INCLUSION |
PROPERTY
No. of fatalities 0 | 0 1 |
No. of high-consequence injuries 0 | 0 3 |
No. of recordable injuries 0 | 2 44 |
No. of recordable work-related ill health cases 0 | 0 0 |
The Board of Straits Trading currently consists of 9 members, of which 6 are independent directors and 3 are women. The senior management team involves 6 key management personnel, in which 3 are women. We aim to maintain current level of female representation in both senior management and on the Board.
Sustainability Report
SOCIAL
SOCIAL
Board Composition
Role Chairman
Chew Gek Khim
Name
Directors
Chew Gek Hiang Goh Kay Yong David Tan Chian Khong Chua Tian Chu Lau Cheng Soon Lee Chuan Seng Ho Tian Yee Lin Diaan Yi
Board independence; gender diversity of board and management
Category Executive Non-Independent and Non-Executive Non-Independent and Non-Executive Independent and Non-Executive Independent and Non-Executive Independent and Non-Executive Independent and Non-Executive Independent and Non-Executive Independent and Non-Executive Board independence Women on the board
Women in the management team
2023
2024
As of FY2024, Straits Trading had 209 total employees, measured in head count and included SDPL, SIM, SRE, STCPM. This includes 112 new hires in 2024, primarily for our new Straits City hotel (under STCPM) which opened in 2024, representing an annual hiring rate of 53%. During the same period, 41 employees exited the business, representing an annual turnover rate of 20%. MSC had a total of 1,237 employees.
Current employees by gender New hires by gender PROPERTY
2023 Total
2024 Total
Male (number) 65 | 118 1,077 |
Female (number) 62 | 91 160 |
Male (%) 51% | 56% 87% |
Female (%) 49% | 44% 13% |
PROPERTY
2023 Total
2024 Total
Male (number) 16 | 61 64 |
Female (number) 28 | 51 10 |
Male (%) 36% | 54% 86% |
Female (%) 64% | 46% 14% |
Turnover by gender Current employees by age group New hires by age group RESOURCES 2024 MSC RESOURCES 2024 MSC PROPERTY
2023 Total
2024 Total
Male (number) 17 | 20 51 |
Female (number) 25 | 21 84 |
Male (%) 40% | 49% 38% |
Female (%) 60% | 51% 62% |
RESOURCES 2024 MSC PROPERTY
2023 Total
2024 Total
< 30 years old (number) 12 | 46 519 |
30-50 years old (number) 98 | 141 578 |
> 50 years old (number) 17 | 22 140 |
< 30 years old (%) 10% | 22% 42% |
30-50 years old (%) 77% | 67% 17% |
> 50 years old (%) 13% | 11% 11% |
RESOURCES 2024 MSC
2023 Total PROPERTY
2024 Total
< 30 years old (number) 13 | 41 57 |
30-50 years old (number) 26 | 61 17 |
> 50 years old (number) 5 | 10 0 |
< 30 years old (%) 30% | 37% 77% |
30-50 years old (%) 59% | 54% 13% |
> 50 years old (%) 11% | 9% 0% |
RESOURCES 2024 MSC
Sustainability Report
SOCIAL
APPENDICES
Turnover by age group
2023 Total PROPERTY
2024 Total
< 30 years old (number) 9 | 10 56 |
30-50 years old (number) 26 | 24 44 |
> 50 years old (number) 7 | 7 35 |
< 30 years old (%) 21% | 24% 41% |
30-50 years old (%) 62% | 59% 33% |
> 50 years old (%) 17% | 17% 26% |
RESOURCES 2024 MSC
In line with our commitment to the local communities where we operate, we have prioritised hiring local talent for the socio-economic development of our operating markets. Nearly 80% of all our employees28 for our businesses are residents or citizens of their respective operating markets.
HUMAN RIGHTS
We ensure that all our subsidiaries operate in accordance with the local manpower regulations. The majority of our employees are based in Singapore, an active participant in the United Nations Global Compact ("UNGC"), which provides international guidelines on human rights which we continuously abide by.
We aim to expand our disclosure on issues related to human rights and will report the operations and suppliers that are at significant risk for incidents of forced or compulsory labour, and measures taken. We aim to maintain zero unresolved incidents of discrimination and to start assessing human rights risks arising from the company's own activities and through its business relationships in 2025. We will continuously improve processes to identify, prevent and mitigate human right risks in the medium and long term.
28
Employees here are defined as individuals directly employed by Straits Trading (across SDPL, SIM, SRE, STCPM and MSC). The majority of employees in Singapore and Malaysia are permanent employees, while most employees in China are contract staff. The Group occasionally engages advisers, consultants, and contractors for advising or ad hoc initiatives, but the permanent employees conduct the majority of the organisation's work.
APPENDIX A: ESG PERFORMANCE DATA29
Metric Energy
Total energy consumption
Fuel-related energy consumption Total purchased electricity Renewable electricity
Non-renewable purchased electricity
Energy intensity
Electricity intensity Emissions
Scope 1 emissions
Scope 2 emissions (location-based) Scope 2 emissions (market-based) Carbon intensity (Scope 1 and 2 only) Scope 3 emissions
Scope 3, Category 3: Fuel & energy-related activities
Scope 3, Category 5: Waste
Scope 3, Category 6: Business Travel Scope 3, Category 7 Employee Commuting
Scope 3, Category 13: Downstream Leased Assets
Scope 3, Category 15: Investments
Waste33
Waste generated in operations (tonnes) Waste recycled (tonnes)
Water33
Water withdrawn
Water withdrawal intensity Training and Education33
Average training hours per employee By gender
Per male employee Per female employee
Unit of Measurement
kWh kWh kWh kWh kWh kWh/m2 kWh/m2
tCO2e tCO2e tCO2e tCO2e/m2 tCO2e tCO2e
tCO2e tCO2e tCO2e tCO2e
tCO2e
tonnes tonnes
m3
m3/m2
hours
hours hours
Straits Trading
Group 2023
Not disclosed Not disclosed 9,955,296
9,955,296 Not disclosed 132
1,03832 6,003
6,003
0.09 599 436
53
Not disclosed 109 Not disclosed
Not disclosed
1,367 76
88,244
0.5
4.92
3.42 6.50
MSC 2024
46,633,143 1,790,844 43,978,795 863,504
43,115,291
N/A N/A
117,213 19,078
N/A N/A N/A N/A N/A N/A N/A N/A
N/A
251 -
1,651,271
N/A
10.24
9.63 14.41
Straits Trading Group 202431
17,462,486 3,788,613 13,673,873 992,871
12,681,002 171 127
1,151 7,973
7,768
0.08 85,565 1,233
1,680 65 195 11,521
70,871
1,370 82
128,852
0.5
5.29
3.39 7.75
Sustainability Report
APPENDICES
APPENDICES
APPENDIX A: ESG PERFORMANCE DATA29 (CONTINUED)
Metric
By employee category
Per management staff Per non-management staff Safety and Health
Fatalities
High consequence injuries Work-related ill health cases Recordable injuries Diversity and Inclusion Board directors by gender
Male
Female
Senior management team members by gender Male Female
Current employees by gender
Male
Female
Current employees by age groups
< 30 years old 30-50 years old > 50 years old New hires by gender
Male
Female
New hires by age groups
< 30 years old 30-50 years old
> 50 years old Turnover by gender Male Female Turnover by age groups < 30 years old 30-50 years old
> 50 years old
Total number of employees Total new hires
Total turnover Unit of Measurement
hours hours number number number number
% %
%
%
%
%
% % %
% %
% %
%
% %
% %
% number number number
Straits Trading
Group 2023
N/A N/A
0 0 0 0
75% 25%
60%
40%
51%
49%
10% 77% 13%
36% 64%
30% 59%
11%
40% 60%
21% 62%
17% 12633 44
42
MSC 2024
26.76
7.40
1 3 0 44
N/A N/A N/A N/A
87%
13%
42% 47% 11%
86% 14%
77% 23%
0%
38% 62%
41% 33%
26% 1,237 74
135
Straits Trading Group 202431
4.59
5.46
0 0 0 2
67% 33%
50%
50%
56%
44%
22% 67% 11%
54% 46%
37% 54%
9%
49% 51%
24% 59%
17% 209 112
41
33
The reported figure excludes 12 employees under our Straits City Hotel (under STCPM) as the property became operational only in August 2024 and was not part of our 2023 reporting scope. These employees are included in the 2024 STCPM employee figures reported.
APPENDIX B: GRI CONTENT INDEX
GRI Standards
Disclosure
GRI 2:
General Disclosures 2021
2-3 Reporting period, frequency and contact point
2-5 External assurance
2-7 Employees
2-9 Governance structure and composition
Scope of the Report, Page 29
Feedback Channel, Page 30
Report Review and Assurance, Page 30
Social, Page 47
Sustainability Governance, Page 31
Sustainability Governance, Page 31
Sustainability Governance, Page 31
Sustainability Governance, Page 31
Sustainability Governance, Page 31
Statement from the Board, Page 25
Ethics and Compliance, Page 33
Human Rights, Page 52
Compliance with Relevant Local Laws and Regulations, Page 34
Appendix D: ESG Certifications, Memberships, and Alliances, Page 57
Stakeholder Engagement, Page 31
Anti-Corruption and Bribery, Page 33
302-1 Energy consumption within the organisation
GRI 303:
Water and Effluents 2018
Energy, Page 44
Energy, Page 44
305-5 Reduction of GHG emissions
Location Overview, Page 29
Materiality Review, Page 33
Energy, Page 44
Water, Page 45
Water, Page 45
Water, Page 45
Sustainability Report
APPENDICES
APPENDICES
APPENDIX B: GRI CONTENT INDEX (CONTINUED)
GRI Standards
Disclosure
GRI 306: Waste 2020
GRI 401:
Employment 2016
GRI 403: Occupational Health
and Safety 2018
403-1 Occupational health and safety management system
403-2 Hazard identification, risk assessment, and incident investigation
403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships
306-1 Waste generation and significant waste-related impacts
401-1 New employee hires and employee turnover
GRI 404:
404-3 Percentage of employees receiving regular performance and career development reviews Training and Education, Page 48
Training and Education, Page 48
APPENDIX C: TCFD DISCLOSURE REFERENCE Topic
TCFD Recommended Disclosure
Governance
Management's role in assessing and managing climate-related risks and opportunities
Board's oversight of climate-related risks and opportunities
Strategy
The impact of climate-related risks and opportunities on the organisation's businesses, strategy, and financial planning
The Company scenario analysis (including a 2°C or lower scenario)
Risk Management
The organisation's processes for managing climate-related risks
How processes for identifying, assessing, and managing climate-related risks are integrated into the organisation's overall risk management
Metrics and Targets
Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risks
Management targets and related performances
The climate-related risks and opportunities the organisation has identified over the short, medium, and long term
The organisation's processes for identifying and assessing climate-related risks
The metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process
APPENDIX D: ESG CERTIFICATIONS, MEMBERSHIPS, AND ALLIANCES
Green Building Certifications
Report Reference
Page 36
Page 36
Page 36
Page 36
Page 36
Page 39
Page 39
Page 39
Page 39
Page 40
Page 40
GRI 405: | Asset | Building Certification(s) |
Diversity and Equal | Crowne Plaza Penang Straits City | Green Building Index (GBI) |
Opportunity 2016 | ||
320 Pitt Street | NABERS Energy 5 stars | |
NABERS Water 4.5 stars | ||
1010 La Trobe St | NABERS Energy 5 stars (Building 1) | |
NABERS Energy 4 stars (Building 2) | ||
45 St Georges Terrace | NABERS Energy 4 stars | |
NABERS Water 4.5 stars | ||
Raytheon office | NABERS Energy 4.5 stars | |
Bayswater Building 1-4 | NABERS Energy 4.5 stars | |
My Place Chongqing | LEED-EB Platinum | |
Bourne Business Park (B100) | BREEAM Excellent | |
NABERS Design for Performance 5.5 stars | ||
Bourne Business Park (B200, B300 & B400) | BREEAM Excellent | |
Gloucester Business Park (Benefact House, Javelin House, | BREEAM Very Good | |
Valiant Court) | ||
Arenas Yeongjong | LEED v4 - Building Design and Construction Gold |
Diversity and Inclusion, Page 49
405-1 Diversity of governance bodies and employees The Straits Trading Company Limited (the "Company", together with its subsidiaries, the "Group") is committed to the highest standards of corporate governance. This report describes the Company's corporate governance policies and practices during the financial year ended 31 December 2024 ("FY2024") with specific reference to the Code of Corporate Governance 2018 (the "Code"). The Company has complied in all material aspects with the principles and provisions set out in the Code, where applicable. Explanations have been provided where there are deviations from the Code.
BOARD MATTERS
The Board's Conduct of Affairs
Principle 1: The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company.
The Board provides policy direction and entrepreneurial leadership and approves the development and implementation of corporate strategies that focuses on value creation, innovation and sustainability. It also ensures that the necessary financial and human resources are in place for the Group to meet its strategic objectives. In addition, the Board has established a framework of prudent and effective controls to effectively monitor and manage risks to achieve an appropriate balance between risks and the performance of the Group.
The Board also sets the Company's values and standards and ensures that its obligations to all stakeholders are met and understood. Whilst the Board remains responsible for providing oversight in the preparation and presentation of the financial statements, it has delegated to the Management the task of ensuring that the financial statements are drawn up and presented in compliance with the relevant provisions of the Companies Act 1967 (the "Companies Act") and the Singapore Financial Reporting Standards (International).
In discharging their fiduciary duties, the Directors act objectively in the best interests of the Company and hold the Management accountable for performance. The Board has appointed the Executive Chairman to oversee the Management, and the Lead Independent Director to ensure continued good governance. Supported by the Board Committees, namely the Audit Committee ("AC"), Remuneration Committee ("RC"), Nominating Committee ("NC") and Board Risk Committee ("BRC"), the Board also approves the appointment of Board members, key business initiatives, major investments and funding decisions, and interested person transactions. Where there is a conflict of interest, the Director in question will recuse himself/herself from the discussions and abstain from participating in any Board decisions. For FY2024, the Board confirms that no individual Director had participated in any decision-making in relation to any interest that conflicts with any of the Group's businesses.
The Company has in place the Financial Authority Limit Policy ("FAL") which was approved by the Board as the mechanism through which the Board or its delegate approves transactions and financial commitments within the Group. It is the responsibility of the Management to ensure that transactions presented to the Board for approval have satisfied all other Group policies and procedures. The FAL covers the authorisation limits of the Group's activities such as investment activities, financing and debt management, foreign exchange and interest rate risk management, and capital and operating expenditure.
For the Group's various projects, the Board has from time to time delegated authority to certain adhoc committees of the Board comprising two or more Directors, to provide detailed supervision and strategic oversight of such projects. Such adhoc committees provide strategic direction to the Management in the conduct of the projects.
The Management provides the Board with complete, adequate and timely information for its meetings and on an on-going basis to enable them to make informed decisions. Such information includes board papers, updates and supporting documents. As regards the Group's budgets, the Management provides explanations for any material variance between the projections and actual results.
The Board met six times in FY2024. Meetings by means of a conference telephone or similar communication equipment are permitted in the Company's Constitution. The Board's calendar for the financial year, which consists of the schedule of meetings of the Board, the Board Committees and the Annual General Meeting of the Company ("AGM"), is finalised before the start of the year.
The Directors' attendance at the AGM, Board and Board Committees meetings during FY2024 are as follows:
Name of Director
Board
Attendance
Ms Chew Gek Khim
Ms Chew Gek Hiang
Mr Goh Kay Yong David
Mr Tan Chian Khong
Mr Chua Tian Chu
Mr Lau Cheng Soon
Mr Lee Chuan Seng
Mr Ho Tian Yee
Ms Lin Diann Yi(1)
6/6
5/6 6/6 6/6
6/6 6/6 6/6
Audit Committee
4/4
4/4
6/6 4/4
4/4
Board Risk Committee
4/4 4/4
4/4
Nominating Committee
2/2
2/2
2/2
2/2
Note:
(1) Ms Lin Diann Yi appointed as a Director and a member of the RC with effect from 30 May 2024.
Remuneration
Committee
2/2
2/2 2/2
Annual General
Meeting
1/1
1/1
1/1
1/1
1/1 1/1
1/1
1/1
The Non-Executive Directors also met without the presence of the Management from time to time and provided feedback to the Chairman on various matters.
Information is important to the Board's understanding of the Group's businesses and essential to preparing the Board members for effective meetings. Where required, the Management supplements the meeting papers with presentations on active operations and strategic issues to provide the Directors with a better understanding of the Group's operations. The Management has provided the Board with balanced and understandable accounts of the Group's performance, financial position and business prospects on a periodic basis. The Management is invited to attend the meetings to answer enquiries from the Directors.
The Directors have separate and independent access to the Management and the services of the Company Secretary, who is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with. The Company Secretary also assists the Chairman by ensuring good information flows within the Board and Board Committees, and between the Management and the Non-Executive Directors. The Company Secretary attends all Board and Board Committees' meetings and her appointment or removal is subject to the Board's approval.
In the furtherance of their duties and if the Management's explanations are not satisfactory, the Directors may seek independent professional advice at the Company's expense.
The NC ensures that new Directors are made aware of their duties and obligations. Upon appointment, new Directors will be provided with a briefing on a director's duties and obligations under applicable laws and the Listing Manual (the "Listing Manual") of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). They will also be briefed on the Group's operations and furnished with information and updates on the Group's corporate governance practices at the time of appointment, as well as the latest updates in laws and regulations affecting the Group's business.
Unless the NC is of the view that training is not required because he or she has other relevant experience, a new Director appointed who has no prior experience as a director of an issuer listed on the SGX-ST will be required to undergo training in his or her roles and responsibilities. Ms Lin Diaan Yi, who joined the Board on 30 May 2024, and is a first-time listed company director, attended the requisite mandatory training prescribed by the SGX-ST within one year of her appointment.
Directors are encouraged to attend seminars, workshops and receive training in areas such as directors' duties and responsibilities, changes in regulations and regulatory framework (including financial reporting standards and the Listing Manual) which are relevant to the Group's business and operations, so as to enable them to perform effectively as Directors. The Company arranges and funds the training of Directors. During FY2024, the Directors had participated in courses, seminars and discussion forums covering topics such as environmental, social and governance and its key reporting standards and frameworks and cybersecurity.
Non-Executive Directors are routinely briefed by the Executive Directors and/or the Management at Board meetings or separate sessions, and provided with all necessary updates on regulatory and policy changes as well as developments affecting the Group. All Directors are provided with quarterly performance reports. In addition, site visits are arranged as and when necessary to enable the Directors to better understand the Group's business operations.
Board Composition and Guidance
Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company.
The Board currently comprises nine Directors, six of whom are non-executive and are considered independent. Independent and Non-Executive members of the Board provide balance within the workings of the Board and oversight for minority shareholders' interests. There are no material relationships (including immediate family relationships) between each independent Board member and the other Board members, the Company, its related corporations, its substantial shareholders or its officers, that could interfere, or be reasonably perceived to interfere, with the exercise of the independent Board member's independent business judgement in the best interests of the Company. The Independent Non-Executive Directors are namely Mr Tan Chian Khong, Mr Chua Tian Chu, Mr Lau Cheng Soon, Mr Lee Chuan Seng, Mr Ho Tian Yee and Ms Lin Diaan Yi.
The independence of each Independent Non-Executive Director is reviewed by the NC. Under the Listing Manual, a director will not be deemed independent if he is employed by the Company or its related corporations for the current or any of the past three financial years, or if he has an immediate family member who is employed or has been employed by the Company or its related corporations for the current or any of the past three financial years, and whose remuneration is or was determined by the RC, or he has been a director of the Company for an aggregate period of more than nine years (whether before or after listing). Consequently, Mr Tan Chian Khong, Mr Chua Tian Chu, Mr Lau Cheng Soon, Mr Lee Chuan Seng, Mr Ho Tian Yee and Ms Lin Diaan Yi, are considered independent under the Listing Manual.
The Directors provide objective and independent judgement to the decision-making of the Board. The Non-Executive Directors participate constructively and reviewed the Group's operations, budgets and strategies. They also assess the effectiveness of the Board's processes and activities in meeting set objectives and corporate governance standards. Directors may request for further explanations or informal discussions on any aspect of the Company's businesses or operations from the Management. The non-executive Directors, if required, meet regularly without the presence of the Management and provide feedback to the Board as appropriate.
Since 2021, the Board has adopted a board diversity policy which requires the NC to discuss and agree the relevant measurable objectives for promoting and achieving adequate diversity on the Board and make recommendations for consideration and approval by the Board. The NC will monitor and implement this policy, and will take the principles of the policy into consideration when determining the optimal composition of the Board, and when recommending any proposed changes to the Board. On the recommendation of the NC, the Board may set certain measurable objectives and specific diversity targets, with a view to achieving an optimal Board composition, and these objectives and specific diversity targets may be reviewed by the NC from time to time to ensure their appropriateness.
The Board endeavours to achieve the balance and diversity necessary to maximise its effectiveness as part of its Board diversity policy which endorses the principle that its Board should have the balance in the gender, age, tenure, independence, ethnicity, market experience, industry expertise, domain knowledge and other aspects of diversity that support the Company in the pursuit of its strategic and business objectives, and its sustainable development. The policy seeks to promote the inclusion of different perspectives, ideas and insights and ensure that the Company can benefit from all available sources of talent.
In determining the optimum composition and size of the Board and each Board committee, the Board diversity policy provides for the NC to consider a combination of factors such as skills, knowledge, experience, expertise, gender, age, and tenure. The experience, expertise and domain knowledge to be considered are listed in the section below.
A skills matrix is used to help identify the gaps. The skills matrix classifies the skills and domain knowledge of existing Directors into several broad categories such as leadership and corporate management; banking and finance; accounting, auditing and taxation; legal and arbitration; risk management and internal controls; public policies and government relation; environmental, social and governance (ESG); corporate planning and restructuring; information technology and cybersecurity; regulation and compliance; people management and organisational transformation; and technology and engineering; and also where such skills, domain knowledge, experience and expertise were acquired or utilised geographically. Suitable candidates will then be identified.
Following its assessment of the candidates, the NC will then interview the short-listed candidates. The NC will thereafter make its recommendations to the Board including appointments to the appropriate Board committee(s) after matching the candidates' skills-set to the needs of each Board committee. The Board, taking into account the views of the NC, will consider if its Directors meet the criteria under its Board diversity policy and possess the necessary competencies to govern the Company effectively.
The Company remains committed to implementing its Board diversity policy and any further progress made towards the implementation of such policy will be disclosed in future Corporate Governance Reports, as appropriate.
The Board, in concurrence with the NC, is of the view that the current Board comprises persons who, as a group, provide an appropriate level of independence and diversity of skills, experience and domain knowledge of the Company, as well as the necessary core competencies and that the current Board size is appropriate, taking into consideration the nature and scope of the Group's operations.
The following charts set out the Company's Board Diversity indicators as at the end of FY2024:
Female 33%
3/9
Target: No category shall be more than 80% (Met)
4/9 >63 to 6945%
1/9
>69 to 75
>45 to 51
11%
1/9
11%
3/9>57 to 63 33%
Target: No category shall be more than 50% (Met)
Up to 3 years45%
4/9
Target: No category shall be more than 50% (Met)
6/9 Independent67%
Target: Independent Directors shall not be less than 50% (Met)
Market Experience
100%
7/9 Singaporean 78%
Regional (at least 2 SEA(1))
2/9Non-Singaporean 22%
Target: No category shall be more than 80% (Met)
Note:
(1) Includes nationality, racial or cultural origins
Domestic
International
(at least 2 APAC(2))
Global (at least 2 or more countries across multiple continents)
Target: Not less than 75% of Directors with market experience in the categories defined above (Met)
Notes:
Industry Expertise 67%
67%
Investment/
56% | 56% | |
44% | ||
5/9 | 4/9 | 5/9 |
Banking | Family | Hospitality |
Office |
Mining
Others Professional
Fund Management
Services
Target: Not less than 5 different industry expertise types (Met)
DOMAIN
KNOWLEDGE
Chew Gek Khim Chew Gek Hiang Goh Kay Yong David Tan Chian Khong Chua Tian Chu Lau Cheng Soon Lee Chuan Seng Ho Tian Yee Lin Diaan Yi
Accounting/
Auditing/ Taxation
Executive Chairman
Environmental, Banking and Finance
Planning/ Restructuring Corporate
Social and Governance
(ESG) Information Technology/ Cybersecurity
Target: Not less than 10 out of 12 Domain Knowledge (Met)
Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.
The Board is led by Ms Chew Gek Khim as the Executive Chairman. Ms Chew assumed the Chair on 24 April 2008 and was appointed Executive Chairman on 1 November 2009.
Real Estate
As Chairman of the Board, Ms Chew's duties include leading the Board, setting the Board agenda and ensuring that all Directors receive sufficient relevant information (both financial and non-financial) to enable them to participate and contribute effectively in Board discussions and decisions. She aims to promote openness and constructive relations between the Board members, and between the Board and the Management, and ensures effective communication with shareholders. Ms Chew also advocates high standards of corporate governance.
As the Executive Chairman, Ms Chew takes on executive oversight of the Management of the business segments. The Management is responsible for the daily management of the businesses and implementation of the Board's policies and decisions as well as ensuring compliance with the corporate governance policies of the Company as these relate to the
Leadership and Corporate Management People Management/ Organisational Transformation
Policies/ Government
Public
Risk Management/ Legal/ Arbitration
Relation Regulation/ Compliance
Internal Controls
Technology/ Engineering
respective business segments. The Management reports to the Board and is managed through the strategies adopted and monitored through the key performance indicators set for them.
In line with the recommendations set out in the Code, the Company has appointed a Lead Independent Director, Mr Tan Chian Khong on 28 April 2023.
The Lead Independent Director's role includes being available to shareholders to address any of their concerns and acting as the principal liaison between the Independent Directors and the Executive Chairman on critical issues.
Board Membership
Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board.
The NC comprises four Directors, the majority of whom, including the NC Chairman, are independent. The NC is currently chaired by Mr Chua Tian Chu and the other members of the NC are Ms Chew Gek Khim, Mr Tan Chian Khong and Mr Lee Chuan Seng.
The Company has adopted a formal and transparent process for the appointment of new Directors through the NC which reviews the background of and conducts interviews with all candidates and makes recommendations accordingly to the Board for approval. Before a new Director is appointed, suitable candidates are identified. Candidates may be put forward or sought through contacts and recommendations. Candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board, including gender, age and skill sets. The Company endeavours to include female candidates in its search pool. The NC looks for candidates who possess qualities that would complement the Board's core competencies and are able to contribute to the current and mid-term needs and goals of the Group. The independence of each Director is reviewed upon appointment, and thereafter annually and if circumstances require, by the NC. Independent Directors are required to notify the NC promptly of any relationships or circumstances which arise that are likely to affect, or could appear to affect, the Director's independence.
In recommending a Director for re-election to the Board, the NC considers, his or her performance and contributions to the Board (including attendance and participation at meetings, and time and effort accorded to the Group's business and affairs). The Company's Constitution requires that newly appointed Directors by the Board retire at the next AGM following his appointment. One-third of the Board (or if their number is not a multiple of three, the number nearest to but not less than one-third) is to retire from office by rotation at every subsequent AGM. All Directors are required to submit themselves for re-election at regular intervals and at least once every three years. The Directors to retire by rotation shall be those longest in office since their last re-election or appointment, or have been in office for at least three years, whichever is the earlier.
The key responsibilities of the NC include the evaluation of the effectiveness of the Board and Board Committees and each Director's contributions and independence, reviewing the succession plans for the Board and key management personnel, as well as making recommendations on the appointment and re-nomination of Directors for the Board. The role and functions of the NC are set out in its Terms of Reference.
The NC reviews and assesses the independence of the Directors at least once a year. The Directors are required to submit declarations of independence annually and report to the Company immediately on any changes to their external appointments, interest in shares and other relevant information. For FY2024, the Board, having taken into account the views of the NC, considered Mr Tan Chian Khong, Mr Chua Tian Chu, Mr Lau Cheng Soon, Mr Lee Chuan Seng, Mr Ho Tian Yee and Ms Lin Diaan Yi to be independent.
None of the Directors has an alternate Director. As a director is expected to be able to commit time to the affairs of the Company, the NC will generally not support the appointment of an alternate Director.
As the Directors have given sufficient time and effort to the Company's matters, notwithstanding their multiple directorships and appointments, the Board was of the view that there was no necessity to regulate the maximum number of listed company board representations that the Directors may hold. The key information (includes the listed company directorships and principal commitments) of the Directors is as set out in pages 6 to 10.
Board Performance
Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors.
The NC administers annually, the formal process adopted by the Board for evaluation of the Board's performance as a whole, including Board Committees and the contributions of individual directors to the effectiveness of the Board. The performance criteria include assessment of the Board's size and composition, access to information, processes and accountability and the performance of Board Committees in relation to discharging their responsibilities set out in their respective terms of reference, while individual directors are assessed on the director's attendance record, preparedness for meetings, participation level and contribution at meetings, analytical skills, knowledge as well as overall contribution to the Board and the Board Committees, as appropriate.
In order to assess the effectiveness of the Board Committees and individual director, in 2024, following the recommendations of the NC, the Board decided that the annual board performance evaluation would be carried out at the first meeting of the year to discuss and exchange feedback, as a more effective means of assessing the performance of each of the Board Committee and individual directors as a whole. Accordingly, the respective Chairman of the Board Committee communicated with each individual Board Committee Director and subsequently provided an evaluation report on each of the Board Committee. The Company Secretary collates the respective Board Committee Chairman's reports for the NC. The NC discusses the reports and concludes the performance results during the NC meeting before tabling the same to the Board. In consultation with the NC, the Chairman of the Board will act on the results of the performance evaluation. The Executive Chairman noted that the Board and Board Committees displayed good dynamics, with diverse and highly engaged discussions. The atmosphere was collegial and the discussions candid and transparent. There was a strong understanding of risk, governance, and succession planning. A new director was appointed in 2024 which further increased the diversity on the board.
The Board is of the view that while financial indicators such as share price performance and return-on-equity allow for benchmarking of the Board's performance relative to that of competitors and industry peers, non-financial indicators such as feedback received from investors (institutional and/ or retail) and market analysts also serve as useful qualitative analysis by external parties. For the long-term success and value creation of the Company, the Board believes that its performance and that of individual Board members are reflected in, and evidenced by, proper guidance, diligent oversight and able leadership of the Company, and the support that it lends to the Management in steering the Company and the Group to achieve strategic goals. Having regard to its composition and mix, the Board has endeavoured through each Director's unique contributions and diversity of experience, to ensure that balanced and well-considered decisions are made in the best interests of the Company.
For FY2024, based on the assessment and respective evaluation reports submitted by the respective Chairman of the Board and Board Committees, the Board is of the view that the Board, Board Committees and individual Directors have fared well against the performance criteria and is satisfied with the performance of the Board, Board Committees and individual Directors and is able to conclude that each Director is contributing to the overall effectiveness of the Board.
The NC has access to professional advice to facilitate the evaluation process whenever there is a need to consult externally. There was no necessity for external advice to be obtained during the financial year.
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration.
The Board has a RC comprising four Non-Executive Directors, the majority of whom, including the RC Chairman, are independent. The RC is chaired by Mr Lau Cheng Soon with Mr Goh Kay Yong David, Mr Chua Tian Chu and Ms Lin Diaan Yi as the other members of the RC. Ms Lin was appointed as a member of the RC with effect from 30 May 2024.
The functions of the RC include the recommendation of a framework of remuneration for the Board and key management personnel, and the recommendation of specific remuneration packages for the Executive Chairman and key management personnel for the Board's approval. The role and functions of the RC are set out in the Terms of Reference of the RC.
The Company may seek expert advice on remuneration matters within the Company or engage professional remuneration consultants, where necessary.
Level and Mix of Remuneration
Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company.
The Company has adopted a performance-based approach to compensation where employees' remuneration is linked to individual and corporate performances. The RC sees the importance of a market competitive remuneration strategy to attract, retain and motivate employees to high performance levels that creates value for the shareholders. Remuneration is determined according to the following general components: salary, contractual bonus and performance bonus.
The Company obtained the approval of shareholders for the adoption of the Performance Share Plan (the "PSP") in FY2019. The PSP aims to retain staff whose contributions are essential to the well-being and prosperity of the Group and to give recognition to outstanding participants who have contributed to the growth of the Group. The principal rules of the PSP are set out in the Company's circular to shareholders dated 10 April 2019.
Further details on the share awards granted under the PSP can be found in the Directors' Statement and Notes to the Financial Statements.
Taking into account the performance of the Group and the responsibilities and performance of the Directors, Directors' fees (for the Board and various Board Committees) were set in accordance with a remuneration framework comprising responsibility fees and attendance fees. The Executive Chairman does not receive any Director's fees. Non-Executive Directors are paid Director's fees, subject to approval at the annual general meeting. The Non-Executive Directors have no service contracts. No individual Director fixes his or her own remuneration.
Disclosure on Remuneration
Principle 8: The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.
The summary remuneration table for the Directors of the Company in all capacities for FY2024 is as follows:
Salary | Variable Incentives | Benefits-in-Kind | Total | ||
Name of Director | S$ | S$ | S$ | S$ | |
Ms Chew Gek Khim | 840,000 | 400,868 | 139,980 | - | 1,380,848 |
Ms Chew Gek Hiang | - | - | - | 93,000 | 93,000 |
Mr Goh Kay Yong David | - | - | - | 79,000 | 79,000 |
Mr Tan Chian Khong | - | - | - | 131,000 | 131,000 |
Mr Lau Cheng Soon(1) | - | - | - | 110,500 | 110,500 |
Mr Chua Tian Chu(2) | - | - | - | 122,500 | 122,500 |
Mr Ho Tian Yee | - | - | - | 138,000 | 138,000 |
Mr Lee Chuan Seng | - | - | - | 78,000 | 78,000 |
Ms Lin Diaan Yi(3) | - | - | - | 44,770 | 44,770 |
Notes: |
S$
Directors' fees
Ms Chew Gek Khim is the daughter of Dr Tan Kheng Lian, a substantial shareholder of the Company, and the sister of Ms Chew Gek Hiang, a Director of the Company. Save for this disclosure, there are no employees of the Group who are substantial shareholders of the Company, or are immediate family members of a Director, the CEO or a substantial shareholder of the Company, and whose remuneration exceeds S$100,000.
Key Management Personnel
The Company has considered and identified the following personnel as Key Management Personnel (who are not directors or the CEO of the Company) of the Group:
Although a Key Management Personnel, the remuneration of Dato' Dr. (IR.) Patrick Yong Mian Thong, Group CEO and Executive Director, Malaysia Smelting Corporation Berhad ("MSC") is excluded from disclosure as MSC is separately listed and has its own Board and RC to review and approve Dato Dr. (IR.) Patrick Yong's remuneration. The profiles of the Key Management Personnel are set out on pages 11 to 13.
Given the sensitive nature of employee remuneration, as well as possible pressures from both within and outside the Group upon disclosing such information, the RC has recommended, and the Board has decided that the detailed disclosure of each Key Management Personnel's (who are not directors or the CEO) remuneration may give rise to recruitment and talent retention issues and is not in the best interest of the Company.
The total remuneration paid to the six Key Management Personnel (who are not directors or the CEO) in FY2024 amounted to S$4,178,545. This includes the remuneration paid to Mr Tang Kok Peng Desmond who had retired from the Company on 30 November 2024.
The Company has disclosed the above policies and practices adopted by the Company in arriving at the remuneration packages of directors and Key Management Personnel, which is a performance-based approach linking rewards to individual and corporate performances and is aligned with the interests of the stakeholders and promotes the long-term success of the Company.
The Company believes that shareholders' interest will not be prejudiced as a result of non-disclosure of the remuneration of Key Management Personnel and that the disclosures above provide sufficient insight into the remuneration paid and as such is consistent with the intent of Principle 8 of the Code.
The following chart show the mix of fixed, and variable pay of the Key Management Personnel for FY2024:
Fixed Pay*
Variable Pay-Short-Term
Incentive*
Variable Pay-Long-Term
Incentive**
Other Benefits-in-Kind
* **
Fixed Pay and Variable Pay - Short-Term Incentive in cash are inclusive of employer's central provident fund contributions. Variable Pay - Long-Term Incentive in deferred shares will vest in 4 equal tranches for each Performance Share Plan (PSP).
ACCOUNTABILITY AND AUDIT
Risk Management and Internal Controls
Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls to safeguard the interests of the company and its shareholders.
The Board recognises that it is responsible for risk governance and ensuring that the Management maintains a sound system of risk management and internal controls to safeguard the interests of the Company and its shareholders. The Board appreciates that risk management is an on-going process in which the Management continuously participates to evaluate, monitor and report to the Board and AC on significant risks.
The AC under its Terms of Reference as delegated by the Board, has the responsibility to oversee the Group's financial risk management framework and policies.
With the formation of the BRC in November 2023, oversight of the Group's risks is now subsumed under the BRC and removed from the purview of the AC.
The BRC, which was formed in November 2023, principally provides guidance and oversight to the appointed key management personnel in dealing with the risks facing the Group. The key responsibilities of the BRC include assessing what are the potential new areas of market risks (in addition to the key market risks that are currently monitored), reporting on a monthly basis (or at a frequency as otherwise directed) on the market risk metrics of the various market risk factors, and highlighting any areas that require further action by the appointed key management personnel to address market risks. The role and functions of the BRC are set out in its Terms of Reference.
The Sustainability Task Force ("STF"), led by the Head, Sustainability and supported by representatives from key departments, will report to the AC on ESG matters and to the BRC on ESG related risks.
In 2024, the Company's Investment Office assumed the responsibility from KMPG Services Pte. Ltd., to develop and implement a Board Assurance Framework which includes an enterprise risk management framework to identify the significant risks facing each major business segment, the potential impact and likelihood of those risks occurring, the control effectiveness and action plans taken to mitigate those risks. The Group has also developed a risk governance structure, which provides details on the roles and responsibilities for the Board and Management in risk monitoring, escalation, mitigation and reporting.
The Group has established key risks indicators with tolerance limits to monitor movements in its significant risks and to proactively manage them within acceptable levels. These key risk indicators have been reviewed and approved by the Board and they are also monitored on a quarterly basis.
The internal auditors regularly review all significant controls, policies and procedures and highlight all significant matters to the Management and the AC.
During FY2024, the Board and AC reviewed the adequacy and effectiveness of the Group's internal controls in relation to the significant risks, including financial, operational, compliance and information technology controls, and risk management systems.
Based on the work performed by the external and internal auditors, the Management's representations and the Board's enquiries and discussions, the Board is assured that the Group's risk management and internal controls systems are adequate and effective. In addition, the Board has received assurance from the Executive Chairman and Financial Controller that the financial records have been properly maintained and the financial statements have been properly drawn up, in accordance with the Companies Act and Singapore Financial Reporting Standards (International), to give a true and fair view of the Group's operations and finances that are not misleading in any material aspect. The Board has also received assurance from the Executive Chairman, the Group Chief Operating Officer and the Financial Controller that the Group's risk management and internal control systems were adequate and effective.
Based on the internal controls established and maintained by the Group, work performed by the internal and external auditors, and reviews performed by and assurance from the Executive Chairman, Group Chief Operating Officer and Financial Controller, the Board, with the concurrence of the AC, is of the opinion that the Group's system of risk management and internal controls, addressing financial, operational, compliance and information technology risks, were adequate and effective as at 31 December 2024.
The roles of the AC are documented in the Terms of Reference approved by the Board. For FY2024, the duties of the AC include:
The AC has reviewed and is satisfied that the independence and objectivity of the external auditors have not been compromised by the provision of non-audit services. Accordingly, it has recommended to the Board the nomination of the external auditors, Ernst & Young LLP, for re-appointment at the forthcoming AGM to be held on 29 April 2025. In FY2024, the AC met the external auditors and internal auditors once without the presence of the Management.
The details of the remuneration paid to the external auditors for FY2024 are as follows:
S$'000
Audit fees paid/payable: - Auditor of the Company
- Overseas affiliates of the auditor of the Company Non-audit fees paid/payable: - Auditor of the Company
- Overseas affiliates of the auditor of the Company
For FY2024, the AC reviewed and approved the annual internal audit plans. The internal auditors have unrestricted direct access to the AC and unfettered access to documents, records, properties and personnel within the Group to carry out its duties effectively. The AC is satisfied that the internal audit function is independent, effective and adequately resourced.
573
552
The Company has a whistleblowing procedure in place for employees to raise, in confidence, possible improprieties in matters of financial reporting or other matters. The policy, available on the Company's intranet and employee handbook, aims to foster a workplace conducive to open communication regarding the Company's business practices and to protect the employees from unlawful retaliation and discrimination for the proper disclosing or reporting of illegal or unethical conduct in good faith. In the policy, it has designated an independent function to investigate whistle-blowing reports made in good faith and ensures that the identity of the whistleblower is kept confidential and the Company is committed to ensuring protection of the whistleblower against reprisal.
215 27
Complaints may be made to the designated officers by telephone, email or under confidential mail. All cases reported will be investigated objectively and thoroughly and appropriate action will be taken where warranted. A summary of the reports received, investigation results and subsequent actions taken are reported to the AC on a quarterly basis. Under certain circumstances, the AC will be informed of any complaint, as soon as practicable. There were two whistleblowing reports received in FY2024.
Key Audit Matters
The external auditors have set out the key audit matters in respect of FY2024, which were reviewed and discussed by the AC with the Management and the external auditors, in the Independent Auditor's Report on pages 77 to 80 of the Annual Report.
Following the review and discussions, the AC was satisfied with the approach and appropriateness of methodologies used by the Management, as adopted and disclosed in the financial statements, and recommendation was made by the AC to the Board to approve the financial statements.
SHAREHOLDER RIGHTS AND ENGAGEMENT
Shareholder Rights and Conduct of General Meetings
Principle 11: The company treats all shareholders fairly and equitably in order to enable them to exercise shareholders' rights and have the opportunity to communicate their views on matters affecting the company. The company gives shareholders a balanced and understandable assessment of its performance, position and prospects.
Engagement with Shareholders
Principle 12: The company communicates regularly with its shareholders and facilitates the participation of shareholders during general meeting and other dialogues to allow shareholders to communicate their views on various matters affecting the company.
The Company treats all shareholders fairly and equitably to enable them to exercise their rights and to be given the opportunity to communicate their views on matters affecting the Company. The Company takes a serious view of maintaining full and adequate disclosure, in a timely manner, of material events and matters concerning its businesses. The Company gives shareholders a balanced and understandable assessment of its performance, position and prospects through the publication of half-yearly financial statements, media releases, annual reports, circulars to shareholders and corporate information updates through SGXNET and the Company's website.
In addition, shareholders and the public can access information pertaining to the Company's businesses, media releases and other corporate information via its website. The Company also facilitated effective and unbiased communications with shareholders, analysts, fund managers and the media through Company presentations, and non-deal roadshows and investment conference organised by major banks and brokerage firms. The Company's website provides the contact details for investors to submit their feedback and queries.
The Company endeavours to provide as much and as prompt information as is possible to its shareholders, taking into account the legal and regulatory framework governing the release of material and price-sensitive information. The Company releases all price-sensitive information through SGXNET.
Shareholders are encouraged to ask questions both about the resolutions being proposed at the AGM and about the Group's operations in general. In addition, for the upcoming AGM to be held on 29 April 2025, shareholders are allowed to submit questions ahead of the AGM within a timeframe and the substantial and relevant questions will be responded by the Company. The Constitution of the Company permits a member of the Company to appoint not more than two proxies to attend the AGM and vote instead of the member.
Pursuant to legislative amendments (with effect from 1 July 2023) to the Companies Act, as read with Listing Rule 730A and practice guidance issued by the SGX-ST on the conduct of general meetings by issuers on and after 1 July 2023, listed companies are required to hold all their general meetings either at a physical place in Singapore, or at a physical place in Singapore and using virtual meeting technology. Listed companies are guided by the SGX-ST to have regard to the size and needs of their shareholder base and to facilitate shareholder engagement. In this regard, the Company's upcoming AGM in respect of FY2024 will be held on 29 April 2025 in a wholly physical format at a place in Singapore.
Shareholders (themselves or through duly appointed proxies) will be able to attend the upcoming AGM in person. Details of the arrangements are provided in the Notice of the AGM. The Company's usual practice for the conduct of general meetings (that is, with in-person participation by shareholders) is otherwise set out below.
The Company ensures that separate resolutions are proposed at general meetings on each distinct issue. The external auditors, the chairpersons of the various Board Committees and where necessary, the legal advisers are present to assist the Directors in addressing any relevant queries by shareholders.
Provision 11.4 of the Code provides that a company's constitution should allow for absentia voting at general meetings of shareholders (such as via mail, email or fax). As the authentication of shareholder identity information and other related security issues still remain a concern, the Company has decided, for the time being, not to implement voting in absentia by mail, e-mail or fax.
To enhance participation by shareholders, the Company puts all resolutions at general meetings to vote by poll and announces the detailed results showing the number of votes cast for and against each resolution and the respective percentages. The polling results are also announced on the SGXNET and the Company's website. The minutes of general meetings are available at the Company's website at https://straitstrading. listedcompany.com/sgx_announcements.html.
The Company does not distribute a fixed amount or fixed percentage of earnings by way of dividend in any financial year. Rather, in fixing a dividend for any year, the Board considers a number of factors, including current and forecast earnings, capital expenditure requirements, growth options and the Company's debt/equity position. As a matter of policy, the Company aims to pay consistent and sustainable dividends to shareholders over the long term by balancing growth and prudent capital management. Declarations of dividends are announced on the SGXNET.
The Company has in place an Investor Relations Policy which sets out the principles and practices that the Company applies to provide shareholders and prospective investors with information necessary to make well-informed investment decisions and to ensure a level playing field.
We have established the Straits Trading Shareholders' Club in 2019 to better connect with shareholders and strengthen ties with them in a constructive manner. The Shareholders'
Club organises talks, activities, investment product launches etc., to engage active shareholders as a community, enhance the level of knowledge in the Company's businesses and enable co-investment opportunities. This initiative is part of the "Straits 5.0" transformation that will provide opportunities for all stakeholders to participate in the continued growth story of Straits Trading.
MANAGING STAKEHOLDER RELATIONSHIPS
Engagement with Stakeholders
Principle 13: The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the company are served.
The Company has adopted an inclusive approach by considering and balancing the needs and interests of the key stakeholder groups as part of its overall responsibility to ensure that the best interests of the Company are served.
The Company has identified the key stakeholders and the engagement methods with the stakeholders in addressing the material factors that may have an impact on the long-term sustainability of the Company. Further details on the stakeholder engagement and materiality review can be found in the Sustainability Report on pages 32 and 33.
Investor Relations Practices
The Company holds briefings to present its financial results for the media and analysts on a half-yearly basis. Outside of the financial announcement periods, when necessary and appropriate, the Management will meet investors and analysts who wish to seek a better understanding of the Group's business and operations. This enables the Group to solicit feedback from the investment community on a range of strategic and topical issues which provide valuable insights to the Company on investors' views. When opportunities arise, the Company conducts media interviews to give its shareholders and the public a better perspective of the Group's business, operations and prospects.
Enquiries and/or views from the stakeholders such as shareholders, analysts and the press are handled by the Company's Investor Relations Department together with specifically designated members of senior Management. The list of Investor Relations activities are on page 24 of the Annual Report.
Dealings in Securities
Based on the Listing Rule 1207(19), the Group issues internal guidelines on dealings in the securities of the Company to the Directors and employees of the Company and its subsidiaries, advising them, amongst others, not to deal in the securities of the Company on short-term considerations. The Directors and employees are advised of the prohibitions in dealings in the securities of the Company during the period commencing one month before the announcement of the Group's half-year and full-year financial statements, and ending on the respective announcement dates, and while they are in possession of material price-sensitive information which is generally not available.
Directors are required to report to the Company Secretary whenever they deal in the Company's shares. Thereafter, the Company Secretary will update the Register of Directors' Shareholdings and make the necessary announcements on SGXNET.
Material Contracts
There were no material contracts between the Company and its subsidiaries involving the interests of any Director and any controlling shareholder which are either subsisting at the end of the financial year under review or if not then subsisting, entered into since the end of the previous financial year, that is required to be disclosed under Listing Rule 1207(8).
Use of Proceeds
S$55.0 Million Multicurrency Commercial Paper Facility Programme
On 15 October 2024, the Company announced the launch of a new S$55 million multicurrency multi-tranche unsecured commercial paper facility programme (the "SDAX Multicurrency CP Programme") entirely in digital securities. The digital securities are issued and/or listed by the Company on the digital platforms operated by SDAX Exchange Pte. Ltd. and SDAX Capital Markets Pte. Ltd..
As disclosed in the announcement dated 24 October 2024, Series 001 of 3-month Digital Commercial Paper of the SDAX Multicurrency CP Programme was successfully closed with S$9.09 million gross proceeds raised. The Company expects the net proceeds from the SDAX Multicurrency CP Programme to be used for working capital for the principal businesses of the Group.
Financial Report & Other Information
Independent Auditor's Report77
Consolidated Statement of Profit or Loss83
Consolidated Statement of Comprehensive Income84
Statements of Financial Position85
Statements of Changes in Equity87
Consolidated Statement of Cash Flows91
Notes to the Financial Statements93
Directors' Statement
The Directors hereby present their statement to the members together with the audited financial statements of The Straits Trading Company Limited (the "Company") and consolidated financial statements of the Company and its subsidiaries (collectively, the "Group") and the statement of financial position and statement of changes in equity of the Company for the financial year ended 31 December 2024.
Opinion of the Directors
In the opinion of the Directors,
Directorate
The Directors in office at the date of this statement are:
Ms Chew Gek Khim (Executive Chairman)
Ms Chew Gek Hiang
Mr Goh Kay Yong David Mr Tan Chian Khong Mr Chua Tian Chu Mr Lau Cheng Soon Mr Lee Chuan Seng Mr Ho Tian Yee
Ms Lin Diaan Yi (appointed on 30 May 2024)
Ms Chew Gek Hiang, Mr Tan Chian Khong and Mr Lau Cheng Soon will retire pursuant to Regulation 99, and Ms Lin Diaan Yi will retire pursuant to Regulation 103 of the Constitution of the Company at the upcoming annual general meeting. Ms Chew Gek Hiang, Mr Tan Chian Khong, Mr Lau Cheng Soon and Ms Lin Diaan Yi, being eligible, offer themselves for re-election.
Arrangements to Enable Directors to Acquire Shares and Debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the Directors to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate.
Directors' Interest in Shares and Debentures
The following Directors, who held office at the end of the financial year, had, according to the register of Directors' shareholdings required to be kept under Section 164 of the Singapore Companies Act 1967, an interest in shares of the Company and related corporations (other than wholly-owned subsidiaries) as stated below:
Company
(ordinary shares)
Ms Chew Gek Khim Ms Chew Gek Hiang Mr Goh Kay Yong David Mr Chua Tian Chu
S$55 million Multi Currency Commercial Paper Programme on SDAX |
- Series 001 of 3-month digital commercial paper at interest rate of 3.80% per annum |
1,670,000
(Debentures)
Ms Chew Gek Khim
1.1.2024
Held in the name of the Directors 31.12.2024
741,200 23,000 156,500 63,640
1.1.2024
Held in the name of the Directors 31.12.2024
785,122 23,000 156,500 63,640
-
50 tokens (S$500,000 in principal amount) S$ Denominated Secured Exchangeable Bonds - S$370,000,000 3.25% Secured Exchangeable Bonds
Mr Chua Tian Chu
Subsidiary
Malaysia Smelting Corporation Berhad
(ordinary shares)
Ms Chew Gek Khim
-
1.1.2024
Held in the name of the Directors 31.12.2024
1,670,000
S$1,000,000
S$1,000,000
50 tokens (S$500,000 in principal amount)
1,670,000
21.1.2025
21.1.2025
21.1.2025
785,122 23,000 156,500 63,640
1.1.2024
Deemed interest | ||
31.12.2024 | 21.1.2025 | |
- | - | |
- | - | |
- | - | |
10,620 | 10,620 | |
Deemed interest | ||
31.12.2024 | 21.1.2025 | |
- | - | |
- | - | |
Deemed interest | ||
1.1.2024 | 31.12.2024 | 21.1.2025 |
- | - | - |
- - - 10,620
1.1.2024
-
-
Except as disclosed above, no Director who held office at the end of the financial year had an interest in any shares or debentures of the Company, or of related corporations, either at the beginning of the financial year, or date of appointment if later, or at the end of the financial year.
Directors' Contractual Benefits
Except as disclosed in the financial statements, since the end of the previous financial year, no Director has received or become entitled to receive benefits by reason of a contract made by the Company or a related corporation with the Director, or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest.
Directors' Statement
Share Options
Independent Auditor's Report
For the financial year ended 31 December 2024
To the Members of The Straits Trading Company Limited
Report on the Audit of the Financial Statements
The Company does not have any share option scheme.
Opinion
Audit Committee
The Audit Committee carried out its functions in accordance with Section 201B of the Singapore Companies Act 1967. The functions performed are detailed in the Report on Corporate Governance.
Performance Share Plan
The Company had obtained the approval of shareholders to the adoption of the Performance Share Plan (the "Plan") in FY2019. The Plan is administered by Remuneration Committee, comprising Mr Lau Cheng Soon, Mr Goh Kay Yong David, Mr Chua Tian Chu and Ms Lin Diaan Yi.
As at 31 December 2024, no participant has been granted awards under the Plan and/or received shares pursuant to the release of awards granted under the Plan which, in aggregate, represents 5% or more of the total number of shares available under the Plan. An award would refer to a contingent award of shares granted under the Plan.
We have audited the financial statements of The Straits Trading Company Limited (the "Company") and its subsidiaries (collectively, the "Group"), which comprise statements of financial position of the Group and the Company as at 31 December 2024, the statements of changes in equity of the Group and the Company and the consolidated statement of profit or loss, consolidated statement of comprehensive income, and consolidated statement of cash flows of the Group for the year then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements of the Group, the statement of financial position and the statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Companies Act 1967 of Singapore (the "Act") and Singapore Financial Reporting Standards (International) ("SFRS(I)") so as to give a true and fair view of the consolidated financial position of the Group and the financial position of the Company as at 31 December 2024 and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group and changes in equity of the Company for the year ended on that date.
Basis for Opinion
Auditor
Ernst & Young LLP have expressed their willingness to accept re-appointment as auditor.
On behalf of the Board Chew Gek Khim Director Singapore
28 March 2025
Tan Chian Khong Director
We conducted our audit in accordance with Singapore Standards on Auditing ("SSAs"). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority ("ACRA") Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities ("ACRA Code") together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled our responsibilities described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.
To the Members of The Straits Trading Company Limited
Key Audit Matters (cont'd)
Key Audit Matters (cont'd)
To the Members of The Straits Trading Company Limited
Key Audit Matters (cont'd)
Auditor's Responsibilities for the Audit of the Financial Statements (cont'd)
4.
Existence and valuation of tin inventories (cont'd)
In addressing the area of focus in respect of the valuation of tin-in-concentrates, tin-in-process and refined tin metal, we obtained an understanding of the Group's production process and the types of costs included in the valuation of tin-in-concentrates, tin-in-process and refined tin metal. We obtained an understanding of the internal controls over the recording of tin-in-concentrates consumed and the valuation of different stages of tin-in-process. We inspected, on a sample basis, documents which evidenced the cost of purchase of tin-in-concentrates from suppliers and cost of production of tin-in-process and refined tin metal. We tested the arithmetic calculation of the valuation of tin inventories.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
We reviewed the adequacy of the disclosures set out in Note 24 to the financial statements.
Other information
Management is responsible for other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
•
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Responsibilities of Management and Directors for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Act and SFRS(I), and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
•
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
In preparing the financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Directors' responsibilities include overseeing the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
To the Members of The Straits Trading Company Limited
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
The engagement partner on the audit resulting in this independent auditor's report is Terry Wee Hiang Bing.
Ernst & Young LLP Public Accountants and Chartered Accountants Singapore
28 March 2025
Consolidated Statement of Profit or Loss
For the financial year ended 31 December 2024
Note
2024 $'000
2023 $'000
Other expenses 10
Reversal of land under development written down to net realisable value 15
Finance costs 9
Depreciation expense 14 Amortisation expense
Employee benefits expense 8
Diluted
Net fair value changes in investment properties 16
Share of results of associates and joint ventures
Earnings per share (cents per share) 13 Basic
Costs of tin mining and smelting 24 (422,545) (358,767)
Revenue 4
Other items of income/(loss)
Dividend income 5
Interest income 6
Other (loss)/income 7
Other items of expense
Total expenses (607,578) (516,780)
Profit/(loss) before tax 11 Income tax expense 12
Profit/(loss) after tax
Profit/(loss) attributable to: Owners of the Company Non-controlling interests
Consolidated Statement of Comprehensive Income
2024 $'000
Profit/(loss) after tax Other comprehensive income:
Items that will not be reclassified to profit or loss:
Net fair value changes in equity securities carried at fair value through other comprehensive income ("FVOCI")
Net revaluation surplus on property, plant and equipment
Share of net revaluation surplus on property, plant and equipment of associates
Items that may be reclassified subsequently to profit or loss: Net fair value changes in cash flow hedges
Foreign currency translation
Share of reserves of associates and joint ventures
Reclassification of foreign currency translation reserve to profit or loss
Other comprehensive income after tax for the year Total comprehensive income for the year Attributable to:
Owners of the Company Non-controlling interests
Total comprehensive income for the year
2023 $'000
Statements of Financial Position
As at 31 December 2024
Land under development Other intangible assets Mining assets Subsidiaries
Associates and joint ventures Deferred tax assets
Other receivables Investment securities Derivative financial instruments Investment securities Derivative financial instruments Income tax recoverable Treasury bills
Cash and bank balances Investment property held for sale
Group
Company Note
2024 | 2023 | 2024 | 2023 |
$'000 | $'000 | $'000 | $'000 |
Assets Non-current assets Property, plant and equipment 14 Land under development 15 Investment properties 16 Goodwill 17(a) Other intangible assets 17(b) Mining assets Subsidiaries 18 Associates and joint ventures 19 Deferred tax assets 20 Other receivables 21 Investment securities 22(a) Derivative financial instruments 23 | 129,991 53,221 1,409,144 16,704 43,309 4,010 - 572,435 27,076 - 458,931 2,384 | 63,404 102,776 1,355,589 15,523 40,684 3,907 - 636,828 25,211 - 406,549 6,852 | 601 28,114 5,606 - - - 188,453 144 - 74,600 - 826 | 570 26,405 5,037 - - - 133,029 144 - 20,000 - 1,263 |
Total non-current assets | 2,717,205 | 2,657,323 | 298,344 | 186,448 |
Current assets Inventories 24 Trade and other receivables 21 Trade and other prepayments Investment securities 22(b) Derivative financial instruments 23 Income tax recoverable Treasury bills 25 Cash and bank balances 26 | 187,186 109,189 5,497 51,548 13,023 4,575 16,248 448,800 | 169,917 83,533 11,913 49,892 7,301 1,616 - 458,053 | - 1,686,076 6 - - - 16,248 179,180 | - 1,747,227 14 - 2,018 - - 208,550 |
Investment property held for sale | 836,066 5,715 | 782,225 - | 1,881,510 - | 1,957,809 - |
Total current assets | 841,781 | 782,225 | 1,881,510 | 1,957,809 |
Total assets | 3,558,986 | 3,439,548 | 2,179,854 | 2,144,257 |
Statements of Financial Position
As at 31 December 2024
Statements of Changes in Equity
Group
Company Note
2024 $'000
2023 $'000
2024 $'000
Equity and liabilities Equity Share capital 27 Treasury shares 28 Retained earnings Other reserves 29 | 690,068 (6,962) 1,274,089 (518,969) | 686,309 (6,933) 1,314,852 (534,193) | 690,068 (6,962) 132,507 (11,185) | 686,309 (6,933) 130,809 (11,238) |
Equity attributable to owners of the Company Non-controlling interests | 1,438,226 141,878 | 1,460,035 137,426 | 804,428 - | 798,947 - |
Total equity | 1,580,104 | 1,597,461 | 804,428 | 798,947 |
Non-current liabilities Provisions 31 Other payables 32 Derivative financial instruments 23 Borrowings 33 Lease liabilities 34 Deferred tax liabilities 20 | 18,024 1,888 27,323 1,042,178 2,497 61,180 | 20,029 3,309 22,907 1,329,034 4,995 64,950 | - - 27,323 680,478 - 707 | - - 22,545 739,198 - 639 |
Total non-current liabilities | 1,153,090 | 1,445,224 | 708,508 | 762,382 |
Current liabilities Provisions 31 Trade and other payables 32 Derivative financial instruments 23 Borrowings 33 Lease liabilities 34 Income tax payable | 5,024 98,266 12,530 702,982 2,633 4,357 | 469 90,097 3,744 292,490 2,568 7,495 | - 446,881 10,077 208,760 - 1,200 | - 536,702 21 44,833 - 1,372 |
Total current liabilities | 825,792 | 396,863 | 666,918 | 582,928 |
Total liabilities | 1,978,882 | 1,842,087 | 1,375,426 | 1,345,310 |
Total equity and liabilities | 3,558,986 | 3,439,548 | 2,179,854 | 2,144,257 |
2023 $'000
Equity attributable to owners
Group Balance at
1 January 2024
Total comprehensive income for the year
Contributions by and distributions to owners
Share based payment Treasury share reissued pursuant to share-based compensation plan Dividend on ordinary shares Contribution of capital by non-controlling interests Writeback on unclaimed dividend Dividend paid to non-controlling interests Purchase of treasury shares
Total contributions by and distributions to owners
Others
Reclassification of
FVOCI reserve Share of reserve of associate Reclassification of hedging reserve
Total others
Balance at
31 December 2024
Total equity $'000
of the Company $'000
Share capital $'000
Foreign | ||||||||
currency | Share-based | |||||||
Treasury | Retained | FVOCI | Hedging | Revaluation | translation | compensation | Other | controlling |
shares | earnings | reserve | reserve | reserve | reserve | reserve | reserve | interests |
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
(432,861) | 1,203 | 45,447 | (148,342) | 2,897 | (2,537) | 137,426 | ||
33,826 | (5,157) | 7,939 | (16,670) | - | - | 26,286 | ||
- | - | - | - | (608) | - | - | ||
- | - | - | - | (1,847) | - | - | ||
- | - | - | - | - | - | - | ||
- | - | - | - | - | - | 1,245 | ||
- | - | - | - | - | - | - | ||
- | - | - | - | - | - | (23,079) | ||
- | - | - | - | - | - | - | ||
- | - | - | - | (2,455) | - | (21,834) | ||
(1,565) | - | - | - | - | - | - | ||
- | - | (562) | - | - | - | - | ||
- | (132) | - | - | - | - | - | ||
(1,565) | (132) | (562) | - | - | - | - | ||
(400,600) | (4,086) | 52,824 | (165,012) | 442 | (2,537) | 141,878 |
Non-
Equity attributable to owners
Group Balance at 1
January 2023
Total comprehensive income for the year
Contributions by and distributions to owners
Share based payment Treasury share reissued pursuant to share-based compensation plan Dividend on ordinary shares Contribution of capital by non-controlling interests Dividend paid to non-controlling interests Purchase of treasury shares
Total contributions by and distributions to owners
Others
Reclassification of
FVOCI reserve Share of reserve of associate
Total equity $'000
Foreign currency Share-based of the Company $'000
Share capital $'000
1,874,498
1,737,443 686,317
Treasury shares $'000
Retained earnings $'000
(4,085) 1,396,875
(229,393)
FVOCI reserve $'000
(280,093)
(238,495)
-
-
(28,567) (168,948)
Hedging reserve $'000
Revaluation reserve $'000
translation compensation reserve $'000
reserve $'000
Other reserve $'000
Non-controlling interests $'000
6,421
42,174
(109,183)
1,554
(2,537) 137,055
(5,218)
3,397
(39,159)
-
- 9,102
Total others
Balance at
31 December 2023
1,597,461
1,460,035 686,309
(6,933) 1,314,852
(432,861)
1,203
45,447
(148,342)
2,897
(2,537) 137,426
Company Balance at 1 January 2024
Total comprehensive income for the year
Contributions by and distributions to owners
Share based payment Treasury share reissued pursuant to share-based compensation plan
Dividend on ordinary shares Writeback on unclaimed dividend
Purchase of treasury shares
Total contributions by and distributions to owners Balance at 31 December 2024
Total equity $'000
Equity attributable to owners of the Company $'000
Foreign currency Share-based Share capital $'000
Treasury Retained Hedging Revaluation translation compensation shares earnings reserve reserve reserve $'000 $'000 $'000 $'000 $'000
reserve $'000
Equity attributable to owners
Company Balance at 1 January 2023
Total comprehensive income for the year
Contributions by and distributions to owners
Share based payment Treasury share reissued pursuant to share-based compensation plan
Dividend on ordinary shares Purchase of treasury shares
Total contributions by and distributions to owners Balance at 31 December 2023
Total equity $'000
Foreign currency Share-based
of the Company $'000
Share capital $'000
777,143
Treasury Retained Hedging Revaluation translation compensation shares earnings reserve reserve reserve reserve $'000 $'000 $'000 $'000 $'000 $'000
(4,085)
579
(8,148)
1,554
6
(7,120)
-
798,947
798,947
686,309
(6,933)
130,809
548
585
(15,268)
2,897
Consolidated Statement of Cash Flows
For the financial year ended 31 December 2024
Cash flows from operating activities Profit/(loss) before tax
Adjustments
Depreciation of property, plant and equipment Amortisation of other intangible assets and mining assets Dividend income
Interest income Finance costs
Share based payment
Net fair value changes in investment properties Fair value changes in financial assets and liabilities
Net loss on disposal of investment properties and investment securities Net loss/(gain) on disposal of subsidiary and associate
Property, plant and equipment written off
Reversal of land under development write-down Share of results of associates and joint ventures Unrealised foreign currency translation
Operating cash flows before changes in working capital (Increase)/decrease in inventories
Decrease/(increase) in investment securities
(Increase)/decrease in trade and other receivables and prepayments Increase/(decrease) in trade and other payables and provisions Cash flows generated from operations
Income taxes paid
Finance costs paid Interest received
Dividend received from investment securities Net cash flows from operating activities
2024 $'000
2023 $'000
25,063 (11,633)
8,434 6,509
308 303
(6,634) (11,422)
(19,891) (25,424)
90,629 84,296
(608) 1,572
(60,276) 25,796
(836) (17,986)
10,633 3,728
3,391 (427)
243 18
(8,601) 21,303 (14,584)
77,529 53,448
(17,269) 3,624
(4,336) 23,813 (31,354) 45,195
(18,953) (8,786)
(34,548) (31,404)
14,521 33,619
1,219 1,187
39,811
Consolidated Statement of Cash Flows
2024 $'000
2023 $'000
Expenditure on investment properties (111,923) (122,102)
Cash flows from investing activities Proceeds from disposal of investment properties Proceeds from redemption of investment securities Proceeds from disposal of investment securities Proceeds from disposal of associates Proceeds from settlement of derivatives Expenditure on property, plant and equipment Expenditure on land under development Investment in treasury bills
Purchase of investment securities Investment in associates and joint ventures Return of capital from associates
Expenditure on deferred mine exploration and evaluation expenditure, mine properties, and other intangible assets
Dividend received from investment securities, associates and joint ventures
Net cash flows used in investing activities
Cash flows from financing activities Dividend paid on ordinary shares
Dividend paid to non-controlling shareholders of subsidiaries Purchase of treasury shares
Net proceeds from issuance of shares by subsidiaries to non-controlling shareholders Repayment of borrowings
Proceeds from borrowings
Payment of principal portion of lease liabilities Finance costs paid
Decrease/(increase) in restricted cash
Net cash flows from financing activities
Net increase in cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December (Note 26)
Notes to the Financial Statements
For the financial year ended 31 December 2024
•
Amendments to SFRS(I) 1-1: Classification of Liabilities as Current or Non-current and Amendments to SFRS(I) 1-1: Non-current Liabilities with Covenants
•
Amendments to SFRS(I) 1-7 and SFRS(I) 7: Supplier Finance Arrangements
•
Amendments to SFRS(I) 16: Lease Liability in a Sale and Leaseback
The adoption of these standards did not have any significant financial impact on the financial performance or position of the Group and the Company.
(a)
Basis of consolidation
The financial statements of the Company include the operations of its Malaysia branch. The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.
Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:
The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in profit or loss.
Non-controlling interest in the acquiree, that are present ownership interests and entitle their holders to a proportionate share of net assets of the acquiree are recognised on the acquisition date at either fair value, or the non-controlling interest's proportionate share of the acquiree's identifiable net assets.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in the acquiree (if any), and the fair value of the Group's previously held equity interest in the acquiree (if any), over the net fair value of the acquiree's identifiable assets and liabilities is recorded as goodwill. In instances where the latter amount exceeds the former, the excess is recognised as gain on bargain purchase in profit or loss on the acquisition date.
Goodwill
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
For purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the Group's cash-generating units that are expected to benefit from the synergies of the combination.
The cash-generating units to which goodwill have been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates.
When the Group's share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate or joint venture.
After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group's investment in associates or joint ventures. The Group determines at the end of each reporting period whether there is any objective evidence that the investment in the associate or joint venture is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value, and recognises the amount in profit or loss.
Net assets of the associates and joint ventures are included in the consolidated financial statements under the equity method based on their latest audited financial statements.
Where their financial periods do not end on 31 December, management accounts to 31 December are used. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.
2.
MATERIAL ACCOUNTING POLICY INFORMATION (CONT'D)
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Deferred tax is provided using the liability method on temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
2.
MATERIAL ACCOUNTING POLICY INFORMATION (CONT'D)
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
and the same taxation authority. | - | Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an |
unrecognised firm commitment | ||
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition | ||
at that date, would be recognised subsequently if new information about facts and circumstances changed. The | - | Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular |
adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it is incurred | risk associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency | |
during the measurement period or in profit or loss. | risk in an unrecognised firm commitment | |
- | Hedges of a net investment in a foreign operation |
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the Group will assess the effectiveness of changes in the hedging instrument's fair value in offsetting the exposure to changes in the hedged item's fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they have been highly effective throughout the financial reporting periods for which they were designated.
2.
MATERIAL ACCOUNTING POLICY INFORMATION (CONT'D)
(a)
Estimation uncertainty
Inventories are written down to its net realisable value when events or changes in circumstances indicate that the carrying amounts may not be fully recoverable, and the write-down is reversed when there is indication of recovery. Where actual amount differs from the original estimates, the differences will impact the carrying amount of inventories.
3.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT'D)
Group
2024 $'000
Disaggregation of revenue from contracts with customers: - Tin mining and smelting revenue - Property revenue | 494,085 70,542 | 424,844 66,815 |
564,627 | 491,659 | |
Timing of transfer of goods or services: - At a point in time - Over time | 494,085 70,542 | 424,844 66,815 |
564,627 | 491,659 |
2023 $'000
2024 $'000
Dividend income from: - Investment securities at FVPL - Investment securities at FVOCI | 1,219 5,415 | 1,187 10,235 |
6,634 | 11,422 |
2023 $'000
(i) Income taxes
The Group has exposure to income taxes in various jurisdictions. Significant judgement is involved in determining the capital allowance, reinvestment allowance, mining allowance and group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the current tax and deferred tax provisions in the period in which such determination is made.
-
Group
2024 $'000
Interest income from: | 14,033 900 4,958 | 11,149 - 14,275 |
19,891 | 25,424 |
2023 $'000
Net foreign exchange gain Others
Less: interest expense capitalised in investment properties (Note 16(d)) Interest expense on notes
Group
2024 $'000
Interest expense on lease liabilities (Note 34)
Interest expense on amounts due to non-controlling shareholders of subsidiaries Fees incurred for credit facilities
Discount adjustment on provisions (Note 31)
Interest expense on bank loans Interest expense on notes Interest expense on lease liabilities (Note 34) Interest expense on amounts due to non-controlling shareholders of subsidiaries Fees incurred for credit facilities Discount adjustment on provisions (Note 31) | 42,591 41,048 185 2 8,489 766 | 44,273 32,223 173 31 9,951 733 |
Less: interest expense capitalised in investment properties (Note 16(d)) | 93,081 (2,452) | 87,384 (3,088) |
90,629 | 84,296 |
2023 $'000
Administrative expenses Marketing and distribution expenses Property related management fees Property upkeep and maintenance expenses Property related taxes (Reversal of)/allowance for expected credit losses (Note 21) Other expenses | 15,511 1,742 3,864 14,979 7,438 (106) 3,050 | 10,430 1,365 3,733 11,282 4,155 115 2,329 |
46,478 | 33,409 |
Non-audit fees paid/payable:
Audit fees paid/payable: Non-audit fees paid/payable: | 573 552 261 215 27 175 | 558 586 138 224 41 849 |
1,803 | 2,396 |
Group
2024 $'000
Group
2024 $'000
2023 $'000
2023 $'000
INCOME TAX EXPENSE
PROPERTY, PLANT AND EQUIPMENT
14.
PROPERTY, PLANT AND EQUIPMENT (CONT'D)
Right-of-use assets Freehold Leasehold land land $'000 $'000
Buildings $'000
At valuation Plant, equipment, vehicles, and furniture and fittings $'000
Capital work-in- Mine Land and progress restoration buildings
$'000 $'000
$'000
Motor vehicles $'000
At cost Total $'000
Revaluation surplus, net Elimination of accumulated depreciation on revaluation
Group
Cost or valuation At 1 January 2024 Additions Disposals Write-offs Reclassifications Reclassified from land under development
(Note 15)
Exchange differences
At 31 December 2024
Accumulated depreciation At 1 January 2024 Depreciation charge for the year Disposals Write-offs Elimination of accumulated depreciation on revaluation
Exchange differences
At 31 December 2024
Net carrying amount At 31 December 2024
Group
Cost or valuation At 1 January 2023 Additions Disposals Write-offs Reclassifications Revaluation surplus, net Elimination of accumulated depreciation on revaluation Remeasurement of lease liability Adjustments Exchange differences
At 31 December 2023
Accumulated depreciation At 1 January 2023 Depreciation charge for the year
Disposals Write-offs Elimination of accumulated depreciation on revaluation
Adjustments Exchange differences
At 31 December 2023
Net carrying amount At 31 December 2023
Freehold Leasehold Right-of-use assets
Plant, | |||
equipment, | |||
vehicles, and | |||
furniture and | |||
land land | Buildings | fittings | |
$'000 $'000 | $'000 | $'000 | |
At valuation | |||
8,625 | 49,773 | 7,687 | 12,192 |
16 | 943 | 9,182 | 1,435 |
- | (227) | - | - |
- | (724) | - | - |
136 | 5,819 | (5,955) | - |
347 | - | - | - |
(321) | - | - | - |
- | - | - | - |
- | 4,505 | - | - |
(529) | (3,195) | (560) | (750) |
8,274 | 56,894 | 10,354 | 12,877 |
- | 33,438 | - | 5,221 |
329 | 3,013 | - | 538 |
- | (105) | - | - |
- | (706) | - | - |
(321) | - | - | - |
- | 4,505 | - | - |
(8) | (2,156) | - | (334) |
- | 37,989 | - | 5,425 |
8,274 | 18,905 | 10,354 | 7,452 |
- - - -
143 - - - - 3
137
10,065 - - - - 1,607
- - - (9)
(118)
- - (620)
10,934
- 122 - -
- - - -
(118)
- (4)
-
137
10,934
Capital |
work-in- Mine Land and |
progress restoration buildings |
Motor | |||
vehicles | Total | ||
$'000 $'000 | $'000 | $'000 | $'000 |
At cost | |||
12,690 | 195 | 101,370 | |
7,405 | - | 18,981 | |
- | - | (227) | |
- | - | (724) | |
- | - | - | |
- | - | 1,957 | |
- | - | (439) | |
(155) | - | (155) | |
(3,895) | - | 610 | |
(119) | - | (5,782) | |
15,926 | 195 | 115,591 | |
10,100 | 82 | 48,841 | |
2,479 | 28 | 6,509 | |
- | - | (105) | |
- | - | (706) | |
- | - | (439) | |
(3,895) | - | 610 | |
(21) | - | (2,523) | |
8,663 | 110 | 52,187 | |
7,263 | 85 | 63,404 |
PROPERTY, PLANT AND EQUIPMENT (CONT'D)
14.
PROPERTY, PLANT AND EQUIPMENT (CONT'D) Freehold land $'000
Buildings $'000
Company
Cost or valuation At 1 January 2024 Revaluation surplus, net
Elimination of accumulated depreciation on revaluation
Exchange differences
At 31 December 2024
Accumulated depreciation At 1 January 2024
Depreciation charge for the year Elimination of accumulated depreciation on revaluation
Exchange differences
At 31 December 2024
Net carrying amount At 31 December 2024
At valuation Plant, equipment, vehicles, and furniture and fitting $'000
At cost Total $'000
Freehold land $'000
Buildings $'000
Company
Cost or valuation At 1 January 2023 Revaluation surplus, net
Elimination of accumulated depreciation on revaluation
Exchange differences
At 31 December 2023
Accumulated depreciation At 1 January 2023
Depreciation charge for the year Elimination of accumulated depreciation on revaluation
Exchange differences
At 31 December 2023
Net carrying amount At 31 December 2023
At valuation
46 3 - (3) 46
- - - - -
46
517
Plant, equipment, vehicles, and furniture and fitting $'000
At cost Total $'000
97 660
5 - 8
(5) - (5)
(32) 485
- 5
(5) - -
485
(6) (41)
91
622
51 51
5 10
- (5)
(4) (4)
52
39
52
570
Group
Company
2024 | 2023 | 2024 | 2023 |
$'000 | $'000 | $'000 | $'000 |
Leasehold land Buildings
Freehold land Leasehold land Buildings | 2,282 7,092 65,295 | 31 6,753 4,998 1 - 42 | 1 - 48 |
LAND UNDER DEVELOPMENT
16.
INVESTMENT PROPERTIES Group
Company
2024 $'000
2023 $'000
2024 $'000
At 31 December
Cost
At 1 January Additions
Reclassified to property, plant and equipment At 31 December
Amount written-down At 1 January
Reversal of write-down to net realisable value
Net carrying amount At 31 December
Cost At 1 January Additions Reclassified to property, plant and equipment (Note 14) (1) Reclassified to investment properties (Note 16) (1) Exchange differences | 102,776 1,411 (49,266) (4,160) 2,460 | 104,918 4,380 - - (6,522) | 26,405 - - - 1,709 | 28,127 - - - (1,722) |
At 31 December | 53,221 | 102,776 | 28,114 | 26,405 |
Amount written-down At 1 January Reversal of write-down to net realisable value (2) Exchange differences | - - - | 9,138 (8,601) (537) | - - - | - - - |
At 31 December | - | - | - | - |
Net carrying amount At 31 December | 53,221 | 102,776 | 28,114 | 26,405 |
2023 $'000
Details of properties included in land under development as at 31 December 2024 are as follows:
Description of property
Tenure
Malaysia
Lot 20514 - 20517 Section 4 Town of Butterworth
North Seberang Perai District, Penang (3)
Lot 20500, 20501, 20503 - 20512 Section 4 Town of
Butterworth North Seberang Perai District, Penang
(3)
The property is pledged to secure borrowings (Note 33).
Proportion of ownership Site area
interest sq.m.
Net fair value changes recognised in profit or loss Additions
Disposals
Reclassified from land under development (Note 15) Reclassified to investment property held for sale Exchange differences
At 31 December
Group
2024 $'000
2023 $'000
At 1 January Net fair value changes recognised in profit or loss Additions Disposals Reclassified from land under development (Note 15) Reclassified to investment property held for sale Exchange differences | 1,355,589 60,276 108,518 (59,872) 4,160 (5,691) (53,836) | 1,312,915 (25,796) 112,241 (41,408) - - (2,363) | 5,037 242 - - - - 327 | 5,274 86 - - - - (323) |
At 31 December | 1,409,144 | 1,355,589 | 5,606 | 5,037 |
Company
2024 $'000
2023 $'000
Group
2024 $'000
Consolidated statement of profit or loss Rental income from investment properties - Minimum lease payments | 68,832 | 66,815 |
Direct operating expenses (including repairs and maintenance) arising from: - Rental generating properties - Non-rental generating properties | (26,792) (933) | (20,674) (222) |
(27,725) | (20,896) |
2023 $'000
INVESTMENT PROPERTIES (CONT'D)
16.
INVESTMENT PROPERTIES (CONT'D)
(e) Details of investment properties as at 31 December 2024 are as follows:
(e) Details of investment properties as at 31 December 2024 are as follows: (cont'd)
Unexpired lease term Site area Description of property
Tenure
Singapore 1 residential unit at Gallop
Green condominium
(years) sq.m.
Net floor area sq.m.
Existing use
Description of property
Australia
Freehold
-
-
394 (strata) Residential
45 St Georges Terrace, Perth,
Western Australia
Tenure
Net floor
Site area area sq.m. sq.m.
Existing use
Freehold
1,826
United Kingdom Bourne Business Park,
Dashwood Lang Road, Addlestone, Surrey
Gloucester Business Park,
Brockworth, Gloucester
Korea 51-3 and others, Sanjeong-Ri,
Yangseong-Myeon, Anseong-Si, Gyeonggi-Do
Freehold
62,400
GOODWILL/OTHER INTANGIBLE ASSETS
17.
GOODWILL/OTHER INTANGIBLE ASSETS (CONT'D)
(a)
Goodwill arising on consolidation
(b)
Other intangible assets
Group
2024 $'000
At 1 January Exchange differences
At 31 December
The carrying amount of goodwill is allocated to the Group's resources segment.
2023 $'000
At 1 January 2024
Group Cost
At 1 January 2024 Additions
Exchange differences At 31 December 2024
Accumulated amortisation and impairment loss
Amortisation charge for the year Exchange differences
At 31 December 2024
Net carrying amount At 31 December 2024
Cost
At 1 January 2023 Additions
Exchange differences At 31 December 2023
Accumulated amortisation and impairment loss
At 1 January 2023
Amortisation charge for the year Exchange differences
At 31 December 2023
Net carrying amount At 31 December 2023
Mining rights $'000
Corporate club memberships $'000
Trademark $'000
Total $'000
45,767 157 (2,806)
173 - (11)
43,118
162
2,705 43 (167) 2,581
41 - 2,746
2 - 45
(2) - (169)
41
40,537
- 27 (1) 26
45,940 184 (2,818)
43,306
-
2,622
121
26
40,684
Mining rights
The mining rights are located in Hulu Perak and Sungai Lembing, Pahang. As at 31 December 2024, the mining rights amounting to $42,294,000 (2023: $39,722,000) located in Hulu Perak was tested for impairment annually but yet to be amortised as the Group has not commenced the operation.
SUBSIDIARIES
18.
SUBSIDIARIES (CONT'D)
Quoted shares, at cost Unquoted shares, at cost
Redeemable preference shares, at cost Less: Impairment losses Movement in allowance for impairment losses: At 1 January Impairment losses
At 31 December
Summarised financial information about subsidiary with material NCI | |
2024 | 2023 |
Summarised financial information including goodwill on acquisition and consolidation adjustments but before intercompany | |
$'000 | $'000 |
eliminations of MSC are as follows: | |
25,402 | 25,402 |
65,356 | 65,356 |
Summarised statement of financial position | |
104,324 | 48,900 |
195,082 | 139,658 |
(6,629) | (6,629) |
188,453 | 133,029 |
Company
Company
2024 $'000
2023 $'000
2024 $'000
Current Assets Liabilities | 267,667 (148,628) | 259,352 (129,182) |
Net current assets | 119,039 | 130,170 |
Non-current Assets Liabilities | 147,343 (30,163) | 138,357 (34,987) |
Net non-current assets | 117,180 | 103,370 |
Net assets | 236,219 | 233,540 |
2023 $'000
Details of subsidiaries are set out in Note 42.
Summarised statement of comprehensive income
Interest in subsidiary with material non-controlling interest ("NCI")
The Group has the following subsidiary that has NCI that is material to the Group.
Name of subsidiary
31 December 2024
Malaysia Smelting Corporation Berhad ("MSC")
31 December 2023
Malaysia Smelting Corporation Berhad ("MSC")
Principal place interest held of business Proportion of ownership
by NCI Profit allocated to NCI during NCI at the end the reporting period $'000
Accumulated of reporting period $'000
Malaysia
48%
15,848 124,818
Summarised cash flow information
Revenue | 494,085 | 424,270 |
Profit before tax Income tax expense | 38,832 (11,345) | 38,583 (9,479) |
Profit after tax Other comprehensive income | 27,487 12,848 | 29,104 (11,755) |
Total comprehensive income | 40,335 | 17,349 |
Net cash flows from operating activities
Net cash flows from/(used in) investing activities Net cash flows used in financing activities
2024 $'000
2023 $'000
2024 $'000
2023 $'000
ASSOCIATES AND JOINT VENTURES
19.
ASSOCIATES AND JOINT VENTURES (CONT'D)
Group
Company
2024 $'000
2023 $'000
2024 $'000
Associates Joint ventures | 237,869 334,566 | 230,950 405,878 | 144 - | 144 - |
572,435 | 636,828 | 144 | 144 |
19.1
Associates
Less: Impairment losses
Group
Company
2024 $'000
2023 $'000
2024 $'000
Unquoted shares, at cost Loans to associates (b) Share of post-acquisition reserves Exchange differences | 225,980 76,191 (30,643) (32,993) | 239,792 71,910 (45,947) (31,306) | 609 - - - | 609 - - - |
Less: Impairment losses | 238,535 (666) | 234,449 (3,499) | 609 (465) | 609 (465) |
237,869 | 230,950 | 144 | 144 |
2023 $'000
2023 $'000
At 31 December
Group
2024 $'000
At 1 January Reversal of impairment loss | (3,499) 2,833 | (3,499) - | (465) - | (465) - |
At 31 December | (666) | (3,499) | (465) | (465) |
2023 $'000
19.1
Associates (cont'd)
SIMUK* $'000
2024 $'000
Company
31 December 2024
Current assets Non-current assets
Total assets
Current liabilities Non-current liabilities
Total liabilities
Net assets Non-controlling interests
Net assets
Proportion of ownership interest
2023 $'000
Group's share of net assets Intangible assets
Other adjustments
Net carrying amount
*
FEHH $'000
H3 $'000
JVF2 $'000
The Group has accounted SIMUK as an associate as its rights in the fund investment does not constitute control but has significant influence by virtue of its 33.3% voting rights.
19.1
ASSOCIATES AND JOINT VENTURES (CONT'D)
19. | ||||
19.1 | ||||
SIMUK* | FEHH | H3 | JVF2 | |
$'000 | $'000 | $'000 | $'000 | |
31 December 2023 | ||||
Current assets | 9,463 | 78,116 | 23,509 | 153,160 |
Non-current assets | 124,219 | 540,688 | 396,240 | 557,807 |
Total assets | 133,682 | 618,804 | 419,749 | 710,967 |
Current liabilities | (4,931) | (310,722) | (9,991) | (26,545) |
Non-current liabilities | (67,266) | (274,642) | (346,773) | (313,420) |
Total liabilities | (72,197) | (585,364) | (356,764) | (339,965) |
Net assets | 61,485 | 33,440 | 62,985 | 371,002 |
Non-controlling interests | - | - | - | (44,832) |
Net assets | 61,485 | 33,440 | 62,985 | 326,170 |
Proportion of ownership interest | 63.16% | 30.0% | 40.0% | 18.5% |
Group's share of net assets | 38,834 | 10,032 | 25,194 | 60,341 |
Intangible assets | - | 9,240 | - | - |
19.2 | ||||
Other adjustments | (187) | (3,499) | - | - |
Net carrying amount | 38,647 | 15,773 | 25,194 | 60,341 |
Associates (cont'd)
(f) The summarised financial information in respect of Savills IM UK Value Boxes Fund FCP-RAIF ("SIMUK"), FEHH, ESR Harmony Fund III, L.P. (formerly known as ARA Harmony Fund III, L.P.) ("H3") and Savills Investment Management Japan Value Fund II, LP ("JVF2") based on their financial statements, and a reconciliation with the carrying amount of the investments in the consolidated financial statements are as follows: (cont'd)
Summarised statements of financial position (cont'd)
* The Group has accounted SIMUK as an associate as its rights in the fund investment does not constitute control but has significant influence by virtue of its 33.3% voting rights.
ASSOCIATES AND JOINT VENTURES (CONT'D)
Associates (cont'd)
(f) The summarised financial information in respect of Savills IM UK Value Boxes Fund FCP-RAIF ("SIMUK"), FEHH, ESR Harmony Fund III, L.P. (formerly known as ARA Harmony Fund III, L.P.) ("H3") and Savills Investment Management Japan Value Fund II, LP ("JVF2") based on their financial statements, and a reconciliation with the carrying amount of the investments in the consolidated financial statements are as follows: (cont'd)
Summarised statements of comprehensive income
SIMUK $'000
Other comprehensive income
2024
Revenue Profit after tax
Total comprehensive income
2023
Revenue
(Loss)/profit after tax
Other comprehensive income
Total comprehensive income
Joint ventures
FEHH $'000
11,467
85,028
(2,623)
-
(2,623)
7,393 (4,080) 3,313
19. | ASSOCIATES AND JOINT VENTURES (CONT'D) | 19. | ASSOCIATES AND JOINT VENTURES (CONT'D) |
19.2 | Joint ventures (cont'd) | 19.2 | Joint ventures (cont'd) |
(d) The summarised financial information in respect of Ivory SL Joint Venture Limited ("ISL"), 320P and Sky Logis Private Real Estate Investment Company ("SLRE") based on their financial statements, and a reconciliation with the carrying amount of the investments in the consolidated financial statements are as follows:
(d) The summarised financial information in respect of Ivory SL Joint Venture Limited ("ISL"), 320P and Sky Logis Private Real Estate Investment Company ("SLRE") based on their financial statements, and a reconciliation with the carrying amount of the investments in the consolidated financial statements are as follows: (cont'd)
Summarised statements of financial position
Summarised statements of comprehensive income
ISL | 320P | SLRE | ISL | 320P | SLRE | ||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
31 December 2024 | 2024 | ||||||
Cash and cash equivalents | 27,847 | 9,834 | 6,267 | Revenue | 25,672 | 27,744 | 23,846 |
Other current assets | 3,085 | 1,121 | 12,221 | Interest income | 267 | 232 | 137 |
Current assets | 30,932 | 10,955 | 18,488 | Interest expense | (20,534) | 22,892 | (10,262) |
Non-current assets | 534,178 | 374,629 | 411,632 | ||||
Total assets | 565,110 | 385,584 | 430,120 | (Loss)/profit before tax | (13,601) | 568 | 23,376 |
Income tax credit/(expense) | 2,154 | (9) | 832 | ||||
Current liabilities | (78,961) | (18,669) | (10,584) | (Loss)/profit after tax | (11,447) | 559 | 24,208 |
Non-current liabilities | (300,261) | (366,915) | (190,055) | Other comprehensive income | (6,742) | (566) | - |
Total liabilities | (379,222) | (385,584) | (200,639) | Total comprehensive income | (18,189) | (7) | 24,208 |
Net assets | 185,888 | - | 229,481 | 2023 | |||
Proportion of ownership interest | 56.52% | 26% | 50% | Revenue | 27,651 | 28,871 | 22,824 |
Interest income | 323 | 137 | 159 | ||||
Group's share of net assets | 105,064 | - | 114,741 | ||||
Interest expense | (20,395) | 43,837 | (6,239) | ||||
Other adjustments | (195) | - | - | ||||
Net carrying amount | 104,869 | - | 114,741 | ||||
(Loss)/profit before tax | (3,314) | 1,640 | (13,381) | ||||
Income tax (expense)/credit | (139) | - | 1,360 | ||||
31 December 2023 | |||||||
(Loss)/profit after tax | (3,453) | 1,640 | (12,021) | ||||
Cash and cash equivalents | 24,322 | 5,282 | 6,112 | ||||
Other comprehensive income | (6,516) | (1,688) | - | ||||
Other current assets | 2,927 | 1,513 | 7,802 | ||||
Total comprehensive income | (9,969) | (48) | (12,021) | ||||
Current assets | 27,249 | 6,795 | 13,914 | ||||
Non-current assets | 541,026 | 439,270 | 436,736 | ||||
Total assets | 568,275 | 446,065 | 450,650 | ||||
Current liabilities | (17,508) | (13,268) | (11,439) | ||||
Non-current liabilities | (354,797) | (432,797) | (158,534) | ||||
Total liabilities | (372,305) | (446,065) | (169,973) | ||||
Net assets | 195,970 | - | 280,677 | ||||
Proportion of ownership interest | 56.52% | 26% | 50% | ||||
Group's share of net assets | 110,762 | - | 140,339 | ||||
Other adjustments | (195) | - | - | ||||
Net carrying amount | 110,567 | - | 140,339 |
DEFERRED TAX ASSETS AND LIABILITIES
21.
TRADE AND OTHER RECEIVABLES Group
Company
2024 $'000
2023 $'000
2024 $'000
Deferred tax assets Deferred tax liabilities
Deferred tax assets Deferred tax liabilities | 27,076 (61,180) | 25,211 (64,950) | - (707) | - (639) |
(34,104) | (39,739) | (707) | (639) |
Group Consolidated statement of financial position Consolidated statement of profit or loss
2023 $'000
Company Statement of financial position
2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
Provisions | 2,861 | 3,722 | 1,016 | (2,004) | - | - |
Unutilised tax losses | 470 | 441 | - | (442) | - | - |
Differences in depreciation | (5,093) | (4,105) | 868 | 1,077 | - | 1 |
Net fair value changes on | ||||||
investment properties | (9,632) | (8,818) | 2,867 | (12,510) | (556) | (499) |
Revaluation of property, plant | ||||||
and equipment | (4,677) | (2,245) | - | - | (151) | (141) |
Net fair value changes | ||||||
on derivative financial | ||||||
instruments | 245 | 129 | 3 | (70) | - | - |
Unremitted foreign sourced | ||||||
income | (19,460) | (29,291) | (8,831) | (1,834) | - | - |
Others | 1,182 | 428 | (659) | 976 | - | - |
(34,104) | (39,739) | (707) | (639) | |||
Deferred tax credit (Note 12) | (4,736) | (14,807) | ||||
Unrecognised tax losses |
At the end of the reporting period, the Group has tax losses of approximately $23,253,000 (2023: $23,210,000) that are available for offset against future taxable profits of the companies in which the losses arose, for which no deferred tax assets are recognised due to uncertainty of their recoverability. The use of these tax losses is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which the companies operate.
Trade receivables - associate
Less: Allowance for expected credit losses Other receivables
Amounts due from subsidiaries Amounts due from associates Amounts due from joint ventures Amounts due from related parties Treasury bills (Note 25)
Cash and bank balances (Note 26)
Quoted debt securities at amortised cost (Note 22)
Notes receivable from joint venture (Note 19.2)
Trade receivables
Group
Company
2024 | 2023 | 2024 | 2023 |
$'000 | $'000 | $'000 | $'000 |
Current Trade receivables - external parties Trade receivables - associate Less: Allowance for expected credit losses | 12,494 21 (324) | 6,744 - (2,949) | 7 - - | 8 - - |
12,191 | 3,795 | 7 | 8 | |
Deposits Other receivables Amounts due from subsidiaries Amounts due from associates Amounts due from joint ventures Amounts due from related parties | 6,957 13,091 - 66,511 10,334 105 | 1,667 3,699 - 66,556 7,816 - | 4 1,174 1,684,887 4 - - | 7 821 1,746,387 4 - - |
96,998 | 79,738 | 1,686,069 | 1,747,219 | |
Trade and other receivables (current) | 109,189 | 83,533 | 1,686,076 | 1,747,227 |
Non-current Amounts due from subsidiaries | - | - | 74,600 | 20,000 |
Total trade and other receivables (current and non-current) Treasury bills (Note 25) Cash and bank balances (Note 26) Quoted debt securities at amortised cost (Note 22) Notes receivable from joint venture (Note 19.2) | 109,189 16,248 448,800 1,000 114,956 | 83,533 - 458,053 1,000 154,968 | 1,760,676 16,248 179,180 - - | 1,767,227 - 208,550 - - |
Total financial assets at amortised cost | 690,193 | 697,554 | 1,956,104 | 1,975,777 |
Trade receivables are non-interest bearing and are generally on cash terms or up to 90 day's terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition.
Amounts due from subsidiaries
The current amounts due from subsidiaries are non-trade related, unsecured, non-interest bearing and are repayable on demand except for amounts of $202,345,000 (2023: $249,658,000) which are interest bearing at rates ranging from 2.00% to 3.73% (2023: 2.00% to 4.70%) per annum.
The non-current amounts due from subsidiaries are non-trade related, unsecured, interest bearing at rates ranging from 4.70% to 5.26% (2023: 5.70%) per annum and are repayable between 2026 and 2028 (2023: in 2026).
Amounts due from associates
The amounts due from associates are non-trade related, unsecured, non-interest bearing and are repayable on demand, except for amounts of $66,348,000 (2023: $66,348,000) which are interest bearing at 2.00% (2023: 2.00%) per annum.
TRADE AND OTHER RECEIVABLES (CONT'D)
21.
TRADE AND OTHER RECEIVABLES (CONT'D)
Amounts due from joint ventures
The amounts due from joint ventures are non-trade related, unsecured, non-interest bearing and are repayable on demand.
Certain other receivables are pledged to secure borrowings (Note 33).
Trade and other receivables denominated in foreign currencies other than the functional currencies of the respective Group entities are mainly as follows:
Group
2024 $'000
United States Dollar 16,432
Australian Dollar 10,383
Korean Won 44
Japanese Yen 155
The aged analysis of trade and other receivables is as follows:
2023 | |
$'000 | Expected credit losses |
1,977 | |
The movement in the allowance for expected credit losses ("ECLs") of trade and other receivables computed based on | |
7,849 | |
lifetime ECLs is as follows: | |
60 | |
- |
Group
Group Gross
2024 $'000 Expected credit losses
Net
Gross
2023 $'000 Expected credit losses
As at 31 December 2024 and 2023, the Company's trade and other receivables are not past due.
Net
Trade receivables that are individually determined to be impaired at the end of the reporting period relate to debtors that are in significant financial difficulties and have defaulted on payments.
Trade and other receivables that are impaired at the reporting date and the movement of allowance accounts used to record the impairment are as follows:
Group
2024 $'000
Trade and other receivables - nominal amounts Less: Allowance for expected credit losses | 324 (324) | 2,949 (2,949) |
- | - |
Exchange differences At 31 December
Reversal of/(allowance for) expected credit losses (Note 10) Written off
At 1 January
At 1 January Reversal of/(allowance for) expected credit losses (Note 10) Written off Exchange differences | (2,949) 106 2,563 (44) | (3,015) (115) - 181 |
At 31 December | (324) | (2,949) |
2024 $'000
2023 $'000
2023 $'000
INVESTMENT SECURITIES
At fair value through profit or loss - Quoted equity securities
At amortised cost - Quoted debt securities
36,424 31,932
458,931
Group
2024 $'000
406,549
2023 $'000
23.
DERIVATIVE FINANCIAL INSTRUMENTS Group Notional amount $'000
Forward currency contracts Cross currency swap contracts Interest rate swap contracts Interest rate cap contracts Embedded derivatives | 863,540 64,279 130,302 158,050 49,377 11,649 12,151 826 388 2,544 - 481 - - 27,221 | 535,772 92,861 201,056 197,390 49,377 4,810 3,755 1,725 51 1,443 300 6,175 - 14,153 - 22,545 26,651 |
15,407 39,853 | ||
Current Non-current | 13,023 12,530 2,384 27,323 | 7,301 3,744 6,852 22,907 14,153 26,651 |
15,407 39,853 |
2024
Fair Value Assets Liabilities $'000 $'000
2024
Company Notional amount $'000
Forward currency contracts Cross currency swap contracts Interest rate swap contracts Embedded derivatives | 364,779 20,000 - 826 10,179 - - 49,377 - - - 27,221 | 78,621 35,293 45,000 49,377 1,264 - 1,469 - 548 - 3,281 21 22,545 22,566 |
826 37,400 | ||
Current Non-current | - 10,077 826 27,323 | 2,018 1,263 3,281 21 22,545 22,566 |
826 37,400 |
Fair Value Assets Liabilities $'000 $'000
2023
Notional amount $'000
Fair Value Assets Liabilities $'000 $'000
2023
Notional amount $'000
Fair Value Assets Liabilities $'000 $'000
Further details on the use of derivative financial instruments to hedge financial risks are set out in Note 39.
Short-term deposits
Group
Company
2024 $'000
2023 $'000
2024 $'000
Cash at banks and on hand Short-term deposits | 168,819 279,981 | 226,412 231,641 | 62,952 116,228 | 53,906 154,644 |
448,800 | 458,053 | 179,180 | 208,550 |
2023 $'000
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between 1 day and 6 months, depending on the immediate cash requirements of the Group and the Company, and earn interest at the respective short-term deposit rates.
The weighted average effective interest rates as at the reporting date for the Group and the Company were 3.2% and 3.5% (2023: 3.7% and 3.9%) per annum respectively.
Issued pursuant to scrip dividend scheme Vesting of shares under share-based
2024
Group and Company
Number of shares
$'000
Issued and fully paid ordinary shares (including treasury shares) At 1 January Issued pursuant to scrip dividend scheme Vesting of shares under share-based compensation plan | 451,782,747 686,309 2,591,104 3,499 - 260 | 451,782,747 - - 686,317 - (8) |
At 31 December | 454,373,851 690,068 | 451,782,747 686,309 |
2023
Number of shares
$'000
In 2024, the Company allotted and issued 2,591,104 new ordinary shares at S$1.35 per ordinary share to eligible shareholders who had elected to participate in the scrip dividend scheme in respect of the dividend declared for the financial year ended December 2023.
Foreign currency translation reserve Share-based compensation reserve Other reserve
Group
Company
2024 $'000
2023 $'000
2024 $'000
FVOCI reserve Hedging reserve Revaluation reserve Foreign currency translation reserve Share-based compensation reserve Other reserve | (400,600) (4,086) 52,824 (165,012) 442 (2,537) | (432,861) 1,203 45,447 (148,342) 2,897 (2,537) | - - 589 (12,216) 442 - | - 548 585 (15,268) 2,897 - |
(518,969) | (534,193) | (11,185) | (11,238) |
2023 $'000
FVOCI reserve records the cumulative net change in the fair value of financial assets at FVOCI until they are derecognised.
Hedging reserve records the portion of the fair value changes on derivative financial instruments designated as hedging instruments in cash flow hedges that are determined to be effective.
Revaluation reserve records the increases in the fair value of land and buildings and decreases to the extent that such decrease relates to an increase on the same asset previously recognised in equity.
Foreign currency translation reserve records the exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group's and the Company's presentation currency, as well as exchange differences arising from monetary items which form part of the Group's net investments in foreign operations.
Share-based compensation reserve records the cumulative value of employee services rendered for shares under the share plans of the Group.
Other reserve records the effects of changes in ownership interests in subsidiaries which do not result in a loss of control.
Movement of PSP share awards during the year
Grant
Grant date
PSP Awards FY2022 FY2023 PSP FY2024
19 January 2022
At 1 January 2024 or later date of grant
Number of Share Awards Vested
8 May 2023
8 May 2023
8 May 2024
Forfeited At 31 December 2024
PROVISIONS
32.
TRADE AND OTHER PAYABLES Mine restoration costs $'000
Group
At 1 January 2024 Made during the year Utilised during the year Discount adjustment (Note 9) Exchange differences
At 31 December 2024
Non-current
Current
At 1 January 2023 Made during the year Discount adjustment (Note 9) Exchange differences
At 31 December 2023
Non-current
Current
Trade payables - associates Less: Advance receipts and billings
Trade payables
Group
Company
2024 | 2023 | 2024 | 2023 |
$'000 | $'000 | $'000 | $'000 |
Current Trade payables - external parties Trade payables - associates Advance receipts and billings | 26,067 622 4,413 | 20,798 913 4,616 | 1 - 8 | 9 - 8 |
31,102 | 26,327 | 9 | 17 | |
Amounts due to subsidiaries Amounts due to non-controlling shareholders of subsidiaries Accruals Deposits received | - - 63,040 4,124 | - 2,339 56,306 5,125 | 435,160 - 11,683 29 | 526,562 - 10,096 27 |
67,164 | 63,770 | 446,872 | 536,685 | |
Trade and other payables (current) | 98,266 | 90,097 | 446,881 | 536,702 |
Non-current Other payables | 1,888 | 3,309 | - | - |
Total trade and other payables (current and non-current) Borrowings (Note 33) Lease liabilities (Note 34) Less: Advance receipts and billings | 100,154 1,745,160 5,130 (4,413) | 93,406 1,621,524 7,563 (4,616) | 446,881 889,238 - (8) | 536,702 784,031 - (8) |
Total financial liabilities carried at amortised cost | 1,846,031 | 1,717,877 | 1,336,111 | 1,320,725 |
Trade payables are non-interest bearing and are normally settled on either cash terms or up to 60 day's terms (2023: cash terms or up to 60 day's terms).
Amounts due to subsidiaries
The amounts due to subsidiaries are non-trade related, unsecured, non-interest bearing and are repayable on demand.
Amounts due to non-controlling shareholders of subsidiaries
The amounts due to non-controlling shareholders of subsidiaries are unsecured, non-interest bearing and are repayable on demand.
2023 $'000
Interest rates of borrowings Fixed rate loans Fixed rate notes
Group
Company
2024 | 2023 | 2024 | 2023 |
% | % | % | % |
Floating rate loans Fixed rate loans Fixed rate notes | 4.0 to 7.7 3.9 3.0 to 4.7 3.9 to 8.0 4.7 to 5.2 3.0 to 4.1 | 4.7 - 3.3 to 4.7 | 5.2 to 5.3 - 3.3 to 4.1 |
Interest rates on floating rate bank loans are repriced at intervals of 1 to 3 months (2023: 1 to 3 months).
Borrowings denominated in foreign currencies other than the functional currencies of the respective Group entities are mainly as follows:
Group
Company Maturity
Non-current Secured bank loans Secured notes Unsecured bank loans Unsecured notes
Current
Secured bank loans Unsecured bank loans* Unsecured notes
Total borrowings
*
2024 $'000
2023 $'000
2024 $'000
2023 $'000
2026 - 2033
2026 - 2027 49,894
2026 - 2029 368,392 739,198
2028 320,912
359,095 332,203 49,679 301,201 | 587,231 320,912 49,893 370,998 | - 332,203 49,679 298,596 |
1,042,178 | 1,329,034 | 680,478 |
394,288 99,934 208,760 | 164,624 127,866 - | - - 208,760 |
702,982 | 292,490 | 208,760 |
1,745,160 | 1,621,524 | 889,238 |
2025 2025 2025
Included in current unsecured bank loans are short-term trade financing, bankers' acceptances and trust receipts.
-
- 44,833 - 44,833
784,031
The Group's non-current borrowings are subject to various financial covenants that are tested quarterly, semi-annually or annually. These covenants include leverage ratios, interest coverage ratio, net worth requirements, debt service coverage ratio and debt yield. The Group has complied with these covenants.
United States Dollar Australian Dollar Assets pledged as security
The following assets are pledged to secure borrowings:
Investment securities (Non-current) (Note 22(a)) Land under development (Note 15)
Joint ventures (Note 19.2(c))
Cash and bank balances (Note 26)
Other current assets
Group
2024 $'000
2023 $'000
Group
2024 $'000
Investment properties (Note 16(c)) Land under development (Note 15) Joint ventures (Note 19.2(c)) Investment securities (Non-current) (Note 22(a)) Cash and bank balances (Note 26) Other current assets | 1,403,953 23,906 114,956 215,513 5,907 - | 1,321,921 22,453 154,968 183,513 17,757 302 |
1,764,235 | 1,700,914 |
2023 $'000
At 1 January Additions
Accretion of interest (Note 9) Payments
Remeasurement of lease liabilities Exchange differences
At 31 December
Current Non-current The maturity analysis of lease liabilities is disclosed in Note 39(d).
Group
2024 $'000
2023 $'000
2024 | 2023 | |
$'000 | $'000 | |
Interest expense on lease liabilities | 185 | 173 |
Expense related to short-term leases | 612 | 924 |
Expense relating to leases of low value assets | 34 | 19 |
Group
In 2024, the Group had total cash outflows for leases of $3,404,000 (2023: $3,376,000). The Group also had non-cash additions to lease liabilities of $62,000 in 2024 (2023: $7,582,000).
Declared and paid during the year Dividends on ordinary shares - 2023 Interim dividend paid in 2024: 8 cents per share tax exempt (one-tier tax) (2022 Interim dividend paid in 2023: 8 cents per share tax exempt (one-tier tax)) | 35,849 | 35,996 |
Declared but not recognised as a liability as at 31 December Dividends on ordinary shares - Interim dividend for 2024: 8 cents per share tax exempt (one-tier tax) (Interim dividend for 2023: 8 cents per share tax exempt (one-tier tax)) | 36,064 | 35,878 |
Land under development
Property, plant and equipment Investment properties Land under development Investee companies Associates Share of associates and joint venture's capital commitment in respect of investment properties | 1,240 21,972 - 14,369 48,649 153 | 1,144 70,435 9,498 34,294 48,191 9,078 |
86,383 | 172,640 |
Group and Company
2024 $'000
Group
2024 $'000
2023 $'000
2023 $'000
COMMITMENTS AND CONTINGENCIES
(a)
Foreign currency risk
The Group has exposure to foreign currency risk as a result of sale or purchase transactions that are denominated in a currency other than the functional currencies of the respective Group entities. These foreign currency risk exposures are mainly in Australian Dollar, United States Dollar, Japanese Yen, Great Britain Pound, Singapore Dollar, Korean Won, and Hong Kong Dollar. The Group uses forward currency and cross currency swap contracts to manage these exposures where appropriate. The Group also uses foreign currency-denominated bank loans to hedge its exposure to foreign currency risk on its investment in foreign operations where appropriate.
FINANCIAL RISK MANAGEMENT (CONT'D)
39.
FINANCIAL RISK MANAGEMENT (CONT'D)
(a)
Foreign currency risk (cont'd)
(b)
Interest rate risk
Sensitivity analysis for foreign currency risk
The following table demonstrates the sensitivity of the Group's profit after tax and equity to a reasonably possible change in the exchange rates of the Australian Dollar, United States Dollar, Japanese Yen, Great Britain Pound, Singapore Dollar, Korean Won, and Hong Kong Dollar against the respective functional currencies of the Group entities, with all other variables held constant.
Group
2024 | 2023 | ||||
Profit after | Profit after | ||||
tax | Equity | tax | Equity | ||
$'000 | $'000 | $'000 | $'000 | ||
Australian Dollar | strengthened 5% (2023: 5%) | 714 | - | 1,790 | - |
weakened 5% (2023: 5%) | (714) | - | (1,790) | - | |
United States Dollar | strengthened 5% (2023: 5%) | 753 | - | 1,515 | - |
weakened 5% (2023: 5%) | (753) | - | (1,515) | - | |
Japanese Yen | strengthened 5% (2023: 5%) | 273 | - | 157 | - |
weakened 5% (2023: 5%) | (273) | - | (157) | - | |
Great Britain Pound | strengthened 5% (2023: 5%) | 125 | - | 70 | - |
weakened 5% (2023: 5%) | (125) | - | (70) | - | |
Singapore Dollar | strengthened 5% (2023: 5%) | 175 | - | 787 | (837) |
weakened 5% (2023: 5%) | (175) | - | (787) | 837 | |
Korean Won | strengthened 5% (2023: 5%) | 818 | - | 227 | - |
weakened 5% (2023: 5%) | (818) | - | (227) | - | |
Hong Kong Dollar | strengthened 5% (2023: 5%) | 96 | - | 187 | - |
weakened 5% (2023: 5%) | (96) | - | (187) | - |
At the end of the reporting period, approximately:
Interest rate risk is the risk that the fair value or future cash flows of the Group's and the Company's financial instruments will fluctuate because of changes in market interest rates. The Group's exposure to market risk for changes in interest rates relates primarily to its floating rate borrowings and cash deposits placed with financial institutions.
The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings with varying tenors. The Group uses derivative financial instruments such as interest rate swaps, interest rate caps and cross currency swap to hedge interest rate risk. The Group has applied cash flow hedge accounting to these derivatives as they are considered to be highly effective hedging instruments. A net fair value loss of approximately $1,525,000 (2023: fair value gain of $1,260,000), with related deferred tax charge of approximately $13,000 (2023: deferred tax credit of $400,000), is included in the hedging reserve in respect of these contracts.
Sensitivity analysis for interest rate risk
The table below demonstrates the sensitivity to a reasonably possible change in interest rates with all other variables held constant, of the Group's profit after tax through the impact on interest income from bank deposits and interest expense on floating rate borrowings:
Group Increase/
2024
Decrease in basis point Effect on profit after tax $'000
United States Dollar Korean Won Australian Dollar Chinese Renminbi Great Britain Pound Malaysian Ringgit Singapore Dollar
2023
Increase/
Decrease in basis point Effect on profit after tax $'000
At the end of the reporting period, for the increase or decrease in the various basis points on interest rates for the various currencies, the effects associated with such changes on the Group's profit after tax are as illustrated above.
FINANCIAL RISK MANAGEMENT (CONT'D)
39.
FINANCIAL RISK MANAGEMENT (CONT'D)
(c)
Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The major classes of financial assets of the Group and the Company are trade and other receivables, investment securities, derivative financial instruments, treasury bills and cash and bank balances. The Group and the Company minimise credit risk by dealing only with customers of appropriate credit history.
The Group and the Company consider the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
To assess whether there is a significant increase in credit risk, the Group and the Company compare the risk of a default occurring on the asset as at reporting date with the risk of default as at the date of initial recognition. The Group and the Company consider available reasonable and supportive forward-looking information which include the following indicators:
The Group and the Company determine that its financial assets are credit-impaired when:
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to meet a repayment plan with the Group and the Company. Where loans and receivables have been written off, the Group and the Company continue to engage enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognised in profit or loss.
As at the end of the reporting period, the Group's and the Company's maximum exposures to credit risk are represented by the carrying amount of each financial asset in the statements of financial position.
FINANCIAL RISK MANAGEMENT (CONT'D)
39.
FINANCIAL RISK MANAGEMENT (CONT'D)
(d)
Liquidity risk (cont'd)
(d)
Liquidity risk (cont'd)
The following summarises the maturity profile of the Group's and the Company's financial assets and liabilities used for managing liquidity risk at the end of the reporting period based on contractual undiscounted repayment obligations, including estimated interest payments:
2024 $'000
2023 $'000
1 year or less
1 to 5 years Over 5 years Total
1 year or less
1 to 5 years Over 5 years Total
Group Financial assets Trade and other receivables Investment securities Derivative financial instruments Treasury bills Cash and bank balances
Total undiscounted financial assets Financial liabilities Trade and other payables Derivative financial instruments Borrowings Lease liabilities Total undiscounted financial liabilities Total net undiscounted financial (liabilities)/ assets
Trade and other receivables Derivative financial instruments Treasury bills
Company Financial assets
Cash and bank balances Total undiscounted financial assets
Financial liabilities Trade and other payables Derivative financial instruments Borrowings
Total undiscounted financial liabilities
Total net undiscounted financial assets/(liabilities)
1 year or less
2024 $'000
1 to 5 years Total
2023 $'000
1 year or less
1 to 5 years Total
The table below shows the contractual expiry by maturity of the Group's and the Company's contingent liabilities and commitments. The maximum amounts of the financial guarantee contracts are allocated to the earliest period in which the guarantee could be called.
2024 $'000
1 year or less
1 to 5 years Total
Group Financial guarantees | - - - | 1,253 - 1,253 |
Company Financial guarantees | 110,000 - 110,000 | - 110,000 110,000 |
2023 $'000
1 year or less
1 to 5 years Total
FINANCIAL RISK MANAGEMENT (CONT'D)
Group
2024 $'000
Equity attributable to owners of the Company Non-controlling interests | 1,438,226 141,878 | 1,460,035 137,426 |
Total equity | 1,580,104 | 1,597,461 |
Net borrowings | 1,296,360 | 1,163,471 |
Gearing ratio | 82.0% | 72.8% |
2023 $'000
A.
Fair value hierarchy
The Group categories fair value measurements using a fair value hierarchy that is dependent on the valuation inputs used as follows:
Level 1 - Quoted prices (unadjusted) in active market for identical assets or liabilities that the Group can access at the measurement date,
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, and
Level 3 - Unobservable inputs for the asset or liability.
Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
Transfers between levels of the fair value hierarchy are deemed to have occurred on the date of the event or change in circumstances that caused the transfers.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT'D)
40.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT'D) B.
Assets and liabilities measured at fair value
B.
Assets and liabilities measured at fair value (cont'd)
The following table shows an analysis of each class of assets and liabilities measured at fair value at the end of the reporting period:
The following table shows an analysis of each class of assets and liabilities measured at fair value at the end of the reporting period: (cont'd)
Quoted prices in active markets for identical instruments
(Level 1)
Group | Group |
2024 | 2023 |
$'000 | $'000 |
Fair value measurement | Fair value measurement |
at the end of the reporting period using | at the end of the reporting period using |
Significant observable inputs other than quoted prices (Level 2)
Significant unobservable inputs (Level 3)
Investment properties (Note 16)
Non-financial assets
Land and buildings (Note 14)
Financial assets
Financial assets at FVPL (Note 22(a) and (b)) Quoted equity securities
Financial assets at FVOCI (Note 22(a)) Quoted equity securities
Derivatives (Note 23) Derivative financial instruments Financial liabilities Derivatives (Note 23) Derivative financial instruments
Total Quoted prices in active markets for identical instruments
(Level 1) Non-financial assets
Land and buildings (Note 14)
Investment properties (Note 16)
Financial assets
Financial assets at FVPL (Note 22(a) and (b)) Quoted equity securities
Financial assets at FVOCI (Note 22(a)) Quoted equity securities
Derivatives (Note 23) Derivative financial instruments
- -
Significant observable inputs other than quoted prices (Level 2)
-
-
-
64,229
342,753
-
16,595 - 80,824
31,864 - 374,617
14,153 - 14,153
406,982
62,612
Financial liabilities Derivatives (Note 23) Derivative financial instruments
-
26,651
Significant unobservable inputs (Level 3)
Total
19,345
19,345 1,355,589
1,374,934
1,374,934
-
469,594
-
26,651
FAIR VALUE OF ASSETS AND LIABILITIES (CONT'D)
40.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT'D)
B.
Assets and liabilities measured at fair value (cont'd)
FAIR VALUE OF ASSETS AND LIABILITIES (CONT'D)
40.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT'D) D.
Level 3 fair value measurements
D.
Level 3 fair value measurements (cont'd)
(i) Information about significant unobservable inputs used in Level 3 fair value measurements
The following table shows the information about fair value measurements using significant unobservable inputs (level 3).
Description Valuation techniques Recurring fair value measurements
Land and buildings Comparison method and depreciated replacement cost method
Investment properties
Direct capitalisation method
Key unobservable inputs
- Comparable prices: $236 to $1,434 per square meter (2023: $181 to $419 per square meter) Fair value increases with higher comparable price
Fair value increases with higher rental rate Discounted cashflow method
- Equivalent yield rates: 8.05% to 9.73%
(2023: 8.20% to 9.46%)
Inter-relationships between key unobservable inputs and fair value measurement
Fair value varies inversely against the capitalisation rate
FAIR VALUE OF ASSETS AND LIABILITIES (CONT'D)
Management monitors the operating results of each business unit separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on net profit, as explained in the following table.
Transactions between operating segments are based on terms agreed between the parties.
SEGMENT INFORMATION (CONT'D)
41.
SEGMENT INFORMATION (CONT'D)
2024 Operating segments
2023 Operating segments Resources $'000
Profit/(loss) attributable to: Owners of the Company Non-controlling interests
Revenue External revenue Inter-segment revenue
Total revenue
Segment results Operating profit
Net fair value changes in investment properties Finance costs
Share of results of associates and joint ventures
Profit/(loss) before tax Income tax expense
Profit/(loss) after tax Segment assets
Segment liabilities
Other information: Dividend income Interest income Depreciation expense Amortisation expense
Associates and joint ventures
Additions to non-current assets(1)
(1)
Real Estate $'000
Hospitality $'000
Others $'000
Elimination $'000
Consolidated $'000
Resources
$'000
Revenue External revenue Inter-segment revenue
Total revenue
Segment results Operating profit
Net fair value changes in investment properties Reversal of land under development written-down
Finance costs Share of results of associates and joint ventures
Profit/(loss) before tax Income tax (expense)/
credit
Profit/(loss) after tax
Profit/(loss) attributable to: Owners of the Company Non-controlling interests
Segment assets Segment liabilities
Other information: Dividend income Interest income Depreciation expense Amortisation expense Reversal of land under development written-down
Associates and joint ventures
Additions to non-current assets exclude associates and joint ventures.
Additions to non-current assets(1)
424,270 - 424,270
Real Estate $'000
66,815 11 66,826
Hospitality $'000
- - -
43,270
-
- (5,306)
199 38,163
32,150
(25,796)
8,601 (39,412)
(21,567) (46,024)
(9,489) 28,674
10,996 (35,028)
Others $'000
Elimination $'000
574 - 574
- (11)
(11)
1,327
-
- -
1,360 2,687
(225) 2,462
12,826 15,848 28,674
(35,602)
574
(35,028)
412,494 164,897
2,542,243 857,742
34,414
Consolidated $'000
491,659 - 491,659
- -
111,161
-
(25,796)
-
-
8,601
(39,578) - (84,296)
(1,295) - (21,303)
(1,794) (8,253)
(6,459)
2,462 - 2,462
(8,253)
-
- - -
(8,253)
- - -
154,234 -
330,577 819,448
(11,633)
(512) (12,145)
(28,567) 16,422
(12,145)
- -
3,439,548 1,842,087
685 1,676 3,517 303
9,550 15,180
- 1,327
1,187 - 11,422
7,241 - 25,424
2,990 - 2 - 6,509
- - - - 303
-
(8,601)
-
-
-
(8,601)
8,453 6,439
530,786 126,564
87,682
9,907 - 636,828
-
- - 133,003
(1)
Additions to non-current assets exclude associates and joint ventures.
SEGMENT INFORMATION (CONT'D)
42.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Geographical information
Revenue and non-current assets information are based on the geographical location of the business operation.
2024 Geographical information
Singapore $'000
United
Malaysia $'000
Australia $'000
Japan $'000
China $'000
Korea $'000
Kingdom Consolidated $'000 $'000
Segment revenue Revenue from external parties Non-current assets
2023 Geographical information Singapore $'000
Malaysia $'000
Segment revenue Revenue from external parties Non-current assets
3,284 343,400
424,441 272,656
Information about major customers
United
Australia $'000
Japan $'000
China $'000
Korea $'000
Kingdom Consolidated $'000 $'000
34,439 787,639
- 60,348
9,036 591,846
- 283,531
20,459 317,903
491,659 2,657,323
Revenue from five major customers amounted to $352,966,000 in 2024 (2023: three major customers amount to $172,835,000) arising from the Resources segment.
Subsidiaries
Held by the Company
Baxterley Holdings Private Limited (1) Bushey Park Private Limited Ø
Malaysia Smelting Corporation Berhad (2)*
STC Capital Pte. Ltd. (1)
STC Realty (Butterworth) Sdn. Bhd. (2)
Straits Developments Private Limited (1)
Straits Equities Holdings (One) Pte. Ltd. (1)
Straits Equities Holdings (Two) Pte. Ltd. (1)
Straits Investment Holdings Pte. Ltd. (1) Straits Trading Amalgamated Resources
Private Limited (1)
Sword Investments Private Limited (1)
Sword Private Limited (1)
STC Management Holdings Limited +
Straits Phoenix Pte. Ltd. (1)
Straits Phoenix 2 Pte. Ltd. (1) Straits Phoenix 3 Pte. Ltd. (1)
Straits Trading Metal Ventures Pte. Ltd. Ø
Held through subsidiaries
STC International Holdings Pte. Ltd. δ
Straits Trading Amalgamated Resources Sdn.
Bhd. (2)
Straits Investment Management Pte. Ltd. (1) Straits Trading Metal Asia Pte. Ltd. Ø Straits Real Estate Pte. Ltd. (1)
Straits Real Estate (Management) Pte.Ltd. (1)
SRE Venture 2 Pte. Ltd. (1)
SRE Venture 3 Pte. Ltd. (1)
SRE Venture 5 Pte. Ltd. (1)
SRE China 1 Pte. Ltd. (1)
Chongqing Xinchuang Mall Management
Co., Ltd. (2)
SRE Venture 7 Pte. Ltd. (1) SRE Venture 8 Pte. Ltd. (1) SRE Australia 1 Pte. Ltd. α SRE Australia 2 Pte. Ltd. (1) SRE Venture 11 Pte. Ltd. α SRE Japan 11 Pte. Ltd. α
Country of Incorporation Effective Shareholding Business
Singapore Singapore Malaysia Singapore Malaysia Singapore Singapore Singapore Singapore Singapore Investment Investment
Tin mining & smelting Investment
Property Property Investment Investment Investment Investment
Singapore Singapore British Virgin
Investment Investment Investment
Islands Singapore Singapore Singapore Singapore
Investment Investment Investment Investment
Singapore Malaysia Investment Investment
Singapore Singapore
Investment Wholesale of metals & metal ores except general hardware
Singapore Singapore Singapore Singapore Singapore Singapore China
Investment
Support management Investment Investment Investment Investment Real estate investment & management
2024 %
2023 %
Singapore Singapore Singapore Singapore Singapore Singapore
Investment Investment Investment Investment
Investment - 100
Investment - 100
100 100
100 100
100 100
27 27
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
- 100
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (CONT'D)
42.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (CONT'D) Effective Shareholding Country of Incorporation Subsidiaries (cont'd)
Held through subsidiaries (cont'd)
SRE Venture 12 Pte. Ltd. (1)
SRE Australia 3 Pte. Ltd. (1)
45SGT Unit Trust (2)
SRE Venture 13 Pte. Ltd. (1)
SRE Australia 11 Pte. Ltd. (1)
SRE Australia Industrial 1 Pte. Ltd. (1)
SRE Industrial No.1 Trust (2)
SRE Australia Industrial 2 Pte. Ltd. (1)
SRE Industrial No. 2 Trust (2)
SRE Australia 13 Pte. Ltd. (1)
SRE Industrial No.1 Mid Trust (2)
Dockside Industrial No.1 Trust (2)
Salisbury South No.1 Trust (2)
Salisbury South No. 2 Trust (2)
Bayswater Trust (2)
Kilkenny Trust α
Mawson Lakes Trust (2)
Mulgrave Trust (2)
Dockside Industrial No.2 Trust (2)
SRE Industrial No.2 Mid Trust (2)
Cavan Trust (2)
SRE Australia 12 Pte. Ltd. Ø
SRE Venture 14 Pte. Ltd. (1)
IGIS Arenas KLIP 1 Private Placement Real
Estate Feeder Investment Company (6)
IGIS Arenas KLIP 1-1 Private Placement Real
Estate Master Investment Company (6)
IGIS Arenas KLIP 1-2 Private Placement Real
Estate Master Investment Company (6)
SRE Venture 15 Pte. Ltd. (1)
SRE Bourne Limited (4)
SRE Venture 16 Pte. Ltd. (1) SRE Venture 17 Pte. Ltd. Ø
SRE Venture 18 Pte. Ltd. (1)
SRE Venture 19 Pte. Ltd. (1)
SRE Australia 4 Pte. Ltd. (1)
CH Holdings Unit Trust (2)
192HE Investments Unit Trust (2)
1010 LTS Investments Unit Trust (2)
SRE Venture 20 Pte. Ltd. (1)
Gloucester BP (Holdco) Limited (4)
4100H Limited (4)
Gloucester BP Investments Limited (4)
Gloucester BP Developments Limited (4)
SRE Venture 21 Pte. Ltd. (1)
Singapore Singapore Australia Singapore Singapore Singapore Australia Singapore Australia Singapore Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Singapore Singapore Korea
Business
2024 %
2023 %
Korea
Korea
Singapore England Singapore Singapore Singapore Singapore Singapore Australia Australia Australia Singapore England England England England Singapore Investment Investment Property Investment Investment Investment Investment Investment Investment Investment Investment Property Property Property Property Property Property Property Property Investment Property Investment Investment Investment
Investment
Investment
Investment Property Investment Investment Investment Investment Investment Investment Property Property Investment Investment Property Property Property Investment
100 100
100 100
95 95
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
- 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
95 95
95 95
95 95
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
Subsidiaries (cont'd)
Held through subsidiaries (cont'd)
SRE Australia 14 Pte. Ltd. (1)
SL Tin Sdn. Bhd. (2)ß
Malaysia Smelting Corporation (Warehousing)
Sdn. Bhd. (2)ß
MSC Properties Sdn. Bhd. (2)ß
Rahman Hydraulic Tin Sdn. Bhd. (2)ß
Asas Baiduri Sdn. Bhd. (2)ß
Straits Resource Management Private
Limited (1)ß
M Smelt (C) Sdn. Bhd. (2)ß
PT SRM Indonesia +ß
Alaf Tenggara Sdn. Bhd. (2)ß
STC Property Management Sdn. Bhd. (2)
Straits City Holdings I Sdn. Bhd. (2)
Wellesley Assets I Sdn. Bhd. (2)
Straits City Holdings II Sdn. Bhd. (2) Wellesley Assets II Sdn. Bhd.
(formerly known as Wellesley Assets
A Sdn. Bhd.) (2)
Straits Trading Shareholders Club Pte. Ltd. (1) Straits Trading GG Pte. Ltd. (1)
Straits Trading GCB Pte. Ltd. (1)
STC Fintech Holdings Pte. Ltd. (1)
Straits Anak Private Limited (1)
8ACR Private Limited (1)
108DA Private Limited (1)
FIR-ST 1 Private Limited (1)
FIR-ST 2 Private Limited (1)
FIR-ST 3 Private Limited (1)
FIR-ST 4 Private Limited (1)
Country of Incorporation Effective Shareholding Business
Singapore Malaysia Malaysia Investment Tin mining
Tin warehousing
Malaysia
Property holding and rental
Malaysia
Malaysia
Singapore
Tin mining and investment holding Tin mining and investment holding Dormant
Malaysia
Property holding and rental
Indonesia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia
Dormant Dormant Property Investment holding Property Investment holding Property Singapore Providing memberships to members to access to benefits, events and privileges
Singapore Singapore Singapore Singapore Singapore
Singapore
Singapore
Singapore
Singapore
Singapore
Investment Investment Investment Investment Real estate management Real estate management Real estate management Real estate management Real estate management Real estate management
2024 %
2023 %
100 100
100 100
33 33
52 52
52 52
42 42
42 42
52 52
52 52
51 51
42 42
100 100
100 100
100 100
- -
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
100 100
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (CONT'D)
Additional Information Required under the Mainboard Rules of the Singapore Exchange Securities Trading Limited ("SGX-ST")
Additional Information on Directors Seeking Re-election
(Information required pursuant to Rule 720(6) of the Listing Manual)
INTERESTED PERSON TRANSACTIONS (Rules 907 and 1207(17))
The interested person transactions entered during the financial year ended 31 December 2024 are as follows:
Name of Interested Person | Nature of relationship | Aggregate value of all interested person transactions during the financial year under review (excluding transactions less than $100,000 and transactions conducted under shareholders' mandate pursuant to Rule 920) | Aggregate value of all interested person transactions conducted under shareholders' mandate pursuant to Rule 920 (excluding transactions less than $100,000) |
Consultants Services (Private) Limited | Associate of controlling shareholder | S$214,400.00 | - |
Cairnhill Rock Pte. Ltd. | Associate of controlling shareholder | S$195,600.00 | - |
The Company does not have a general mandate from shareholders in relation to interested person transactions pursuant to Rule 920 of the SGX-ST's Mainboard Rules.
Date of appointment
Date of last re-appointment Ms Chew Gek Hiang
30 April 2008 28 April 2022
Age
Country of principal residence
The Board's comments on this appointment (including rationale, selection criteria, board diversity consideration and the search and nomination process)
Whether appointment is executive, and if so, the area of responsibility
Non-Executive
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
61 Singapore
The Nominating Committee, having considered Ms Chew's eligibility and contribution to the Board, had recommended that she be put up for re-election. The Board had endorsed the Nominating Committee's recommendation.
Non-Independent and Non-Executive Director
Audit Committee Member
Professional qualifications • Bachelor of
Accountancy, National University of Singapore
Mr Tan Chian Khong
1 January 2018 28 April 2022
69 Singapore
The Nominating Committee, having considered Mr Tan's eligibility and contribution to the Board, had recommended that he be put up for re-election. The Board had endorsed the Nominating Committee's recommendation.
Non-Executive Lead Independent Director
Audit Committee Chairman Nominating Committee Member
Mr Lau Cheng Soon
1 July 2022 28 April 2023
69 Singapore
The Nominating Committee, having considered Mr Lau's eligibility and contribution to the Board, had recommended that he be put up for re-election. The Board had endorsed the Nominating Committee's recommendation.
Non-Executive Independent and Non-Executive Director Remuneration Committee Chairman Board Risk Committee Member
Ms Lin Diaan Yi
30 May 2024 Not applicable
50 Singapore
The Nominating Committee, having considered Ms Lin's eligibility and contribution to the Board, had recommended that she be put up for re-election. The Board had endorsed the Nominating Committee's recommendation.
Non-Executive Independent and Non-Executive Director Remuneration Committee Member
Additional Information on Directors Seeking Re-election
(Information required pursuant to Rule 720(6) of the Listing Manual)
Ms Chew Gek Hiang Working experience and occupation(s) during the past 10 years Shareholding interest in the listed issuer and its subsidiaries
Refer to Directors' Statement on pages 74 to 76 of this Annual Report
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries
Conflict of interest (including any competing business)
1991 to Present: Executive Director and Head of Finance, Tecity Group
Ms Chew is the sister of Ms Chew Gek Khim, Executive Chairman of the Company, and the daughter of Dr Tan Kheng Lian, a substantial shareholder of the Company.
Mr Tan Chian Khong
1996 to 2016: Partner, Ernst & Young LLP
Nil Nil
Nil
Mr Lau Cheng Soon
2006 to March 2021: Managing Director for Invesco Real Estate, Asia Pacific
Mr Lau has extensive experience in senior management roles in the Asia Pacific real estate investment business and has been actively involved in planning, capital raising, developing, managing and marketing numerous real estate investment and development projects across major markets.
Nil None save in respect of Mr Lau's role as an Independent and Non-Executive Director of UOL Group Limited.
Should any conflict of interest arise of which Mr Lau is reasonably aware, Mr Lau will make such conflict known to the Board as soon as he is reasonably aware so that he may recuse himself from related discussions, decisions and resolutions, as appropriate.
Ms Lin Diaan Yi
Director and Senior Partner, McKinsey & Company Singapore, Pte Ltd
Nil Nil
Undertaking (in the format Yes set out in Appendix 7.7)
under Rule 720(1) has been submitted to the listed issuer
Other Principal Commitments Including Directorships
Past (for the last 5 years)
Ms Chew Gek Hiang Present
• Raffles Investments Private Limited
• Integrated Holdings Private Limited
• Siong Lim Private Limited
• Consultants Services (Private) Limited
• Kambau Pte Ltd
• Tecity Management Pte Ltd
• Tecity Pte Ltd
• Choice Equities Pte Ltd
• Tan Chin Tuan Pte Ltd
• The Tan Chin Tuan Foundation
Mr Tan Chian Khong
Yes
• Trailblazer Foundation Ltd
• Xinghua Port Holdings Ltd
• Methodist Welfare Services
• Hong Leong Asia Ltd
• CSE Global Limited
• Banyan Tree Holdings Limited
• SMRT Corporation Ltd
• Alliance Bank Malaysia Berhad
• Gambling Regulatory Authority
• Agency for Science, Technology and Research (A*STAR) Singapore (Audit Committee Member)
Mr Lau Cheng Soon
Yes
• Invesco Real Estate Investment Asia Pacific Limited Singapore Branch
• Singapore Invest Australia Koala Pte. Ltd. (Dissolved)
• Managing Director for Invesco Real Estate, Head of Asia Pacific
• UOL Group Limited
• Pro-invest Australia Hospitality Fund I
• Pro-invest Australia Hospitality Fund II
• Pro-invest Asia Pacific Opportunity Hospitality Fund III
• Straits Real Estate Pte. Ltd.
• Straits Investment Management
Pte. Ltd.
Ms Lin Diaan Yi
Yes
• McKinsey & Company Singapore, Pte Ltd
• The Esplanade Co Ltd
• Viva Foundation for Children with Cancer
• DY Lin Advisory
• Communicable Diseases Agency
Additional Information on Directors Seeking Re-election
(Information required pursuant to Rule 720(6) of the Listing Manual)
Ms Chew Gek Hiang
• Mellford Pte Ltd
• Aequitas Pte Ltd
• The Cairns Pte Ltd
• Tecity Asset Management Pte Ltd
• NL Property 1 B.V.
• Academy of Chinese Medicine, Singapore Advisory Board
• Breast Cancer Foundation
Mr Tan Chian Khong Mr Lau Cheng Soon Ms Lin Diaan Yi
The responses by Ms Chew Gek Hiang, Mr Tan Chian Khong, Mr Lau Cheng Soon and Ms Lin Diaan Yi to the following questions are "No".
A. Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner?
B. Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency?
C. Whether there is any unsatisfied judgment against him?
D. Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose?
E. Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach?
F. Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part?
G. Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust?
H. Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust?
I. Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity?
J. Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of:
(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or
(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or
(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,
in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?
K. Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere?
Shareholdings Information
(as at 10 March 2025)
Total number of issued ordinary shares 454,373,851
Total number of issued ordinary shares excluding treasury shares 450,805,281
Total number of treasury shares 3,568,570
Total number of subsidiary holdings
Percentage of the aggregate number of treasury shares and subsidiary holdings held against the total number of issued ordinary shares excluding treasury shares
Voting Rights
ISSUED ORDINARY SHARES AND SHAREHOLDERS
Size of Shareholdings
1 - 99
100 - 1,000
1,001 - 10,000
10,001 - 1,000,000
1,000,001 and above
No. of Shareholders
%
288
975
3,329
1,462
14
4.75
16.07
54.86
24.09
0.23
Total
No. of Shares
0 0.79%
One vote per share
%
12,456 0.00
425,340 0.10
13,626,906 3.02
66,731,459 14.80
370,009,120 82.08
6,068
100.00
SUBSTANTIAL SHAREHOLDERS
Name of Substantial Shareholder
The Cairns Pte. Ltd.
Tan Chin Tuan Pte. Ltd.(1)
Raffles Investments Private Limited(1)
Tecity Pte. Ltd(1)
Aequitas Pte. Ltd.(1)
Dr Tan Kheng Lian(1)
Note:
(1)
Direct Interest No. of Shares
% Deemed Interest No. of Shares
%
285,670,552
63.37
0 0.00
0
0.00
301,922,652 66.97
0
0.00
285,670,552 63.37
0
0.00
301,922,652 66.97
0
0.00
285,670,552 63.37
1,485,886
0.33
301,922,652 66.97
The Cairns Pte. Ltd. ("Cairns") holds more than 50% of the voting rights of the Company. Each of Raffles Investments Private Limited ("Raffles"), Tecity Pte. Ltd ("Tecity") and Tan Chin Tuan Pte. Ltd. ("TCT") holds not less than 20% of the voting rights of Cairns. Aequitas Pte. Ltd. ("Aequitas") holds more than 50% of the voting shares of Raffles. Dr Tan Kheng Lian holds more than 50% of the voting shares of TCT. By virtue of this, each of Raffles, Tecity, TCT, Aequitas and Dr Tan Kheng Lian has a deemed interest in the 285,670,552 shares in the Company which Cairns is interested in. Mellford Pte. Ltd. has a direct interest in 16,252,100 shares of the Company. Each of Tecity and TCT holds not less than 20% of the voting rights of Mellford Pte. Ltd.. Dr Tan Kheng Lian holds more than 50% of the voting rights of TCT. By virtue of the foregoing, each of Tecity, TCT and Dr Tan Kheng Lian also holds a deemed interest in the 16,252,100 shares held by Mellford Pte. Ltd. in the Company. Together with the deemed interest held through Cairns and Mellford Pte. Ltd., Tecity, TCT and Dr Tan Kheng Lian hold an aggregate deemed interest in 301,922,652 shares of the Company.
450,805,281
100.00
PERCENTAGE OF SHAREHOLDING HELD BY THE PUBLIC
TWENTY LARGEST SHAREHOLDERS
Registered Shareholders
1. THE CAIRNS PTE LTD
2. CITIBANK NOMINEES SINGAPORE PTE LTD
3. MELLFORD PTE LTD
4. DBS NOMINEES PTE LTD
5. UOB KAY HIAN PTE LTD
6. OCBC SECURITIES PRIVATE LTD
7. RAFFLES NOMINEES (PTE) LIMITED
8. PHILLIP SECURITIES PTE LTD
9. UNITED OVERSEAS BANK NOMINEES PTE LTD
10. TAN CHEOK HOONG
11. OCBC NOMINEES SINGAPORE PTE LTD
12. DBS VICKERS SECURITIES (SINGAPORE) PTE LTD
13. TAN KHENG LIAN
14. MAYBANK SECURITIES PTE. LTD.
15. IFAST FINANCIAL PTE LTD
16. BPSS NOMINEES SINGAPORE (PTE.) LTD.
17. LOKE WAN YAT REALTY SDN BHD
18. HSBC (SINGAPORE) NOMINEES PTE LTD
19. TEO YEW HWA
20. CHEW GEK KHIM
No. of Shares
%
265,840,552 58.97
40,392,230 8.96
16,252,100 3.61
15,610,052 3.46
6,037,197 1.34
5,680,182 1.26
5,594,107 1.24
3,782,453 0.84
2,157,926 0.48
2,069,376 0.46
2,012,615 0.45
1,752,395 0.39
1,485,886 0.33
1,342,049 0.30
953,460 0.21
888,639 0.20
851,252 0.19
749,538 0.17
741,481 0.16
741,481 0.16
374,934,971
83.18
Based on information available to the Company as at 10 March 2025, approximately 32.3% of the Company's shares, excluding treasury shares, were held by the public and thus, Rule 723 of the Mainboard Rules of the Singapore Exchange Securities Trading Limited has been complied with.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of members of The Straits Trading Company Limited (the "Company") will be held at Suntec Singapore Convention & Exhibition Centre, Level 3, Meeting Rooms MR 334 - 336, 1 Raffles Boulevard, Suntec City, Singapore 039593 on Tuesday, 29 April 2025 at 10.30 a.m. for the following business:
As Ordinary Business:
1. To receive and adopt the Audited Financial Statements and the Directors' Statement of the Company for the financial year ended 31 December 2024 and the Independent Auditor's Report thereon.
2. To re-elect the following Directors who are retiring by rotation in accordance with Regulation 99 of the Company's Constitution and who, being eligible, offer themselves for re-election:
(a) Ms Chew Gek Hiang
(Note: Ms Chew Gek Hiang, if re-elected, will remain as a member of the Audit Committee and will be considered a non-independent Director.)
(b) Mr Tan Chian Khong
(Note: Mr Tan Chian Khong, if re-elected, will remain as Chairman of the Audit Committee, a member of the Nominating Committee and will be considered an independent Director.)
(c) Mr Lau Cheng Soon
(Note: Mr Lau Cheng Soon, if re-elected, will remain as Chairman of the Remuneration Committee, a member of the Board Risk Committee and will be considered an independent Director.)
3. To re-elect Ms Lin Diaan Yi who is retiring by rotation in accordance with Regulation 103 of the Company's Constitution and who, being eligible, offer herself for re-election.
(Note: Ms Lin Diaan Yi, if re-elected, will remain as a member of the Remuneration Committee and will be considered an independent Director.)
4. To approve the payment of Directors' fees of S$796,770 for the financial year ended 31 December 2024 (2023: S$771,950).
5. To re-appoint Ernst & Young LLP as the Independent Auditor of the Company and to authorise the Directors to fix their remuneration.
As Special Business:
6.
Authority to issue shares
To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:
(Resolution 1)
(Resolution 2)
(Resolution 3)
(Resolution 4)
(Resolution 5)
(Resolution 6)
(Resolution 7)
(Resolution 8)
"That pursuant to Section 161 of the Companies Act 1967 (the "Act") and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"), authority be and is hereby given to the Directors of the Company to:
(a)
(i) issue shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, "Instruments") that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution was in force,
provided that:
(1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to shareholders of the Company shall not exceed 20% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by SGX-ST) for the purpose of
determining the aggregate number of Shares that may be issued under sub-paragraph (1)
above, the percentage of issued Shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time this Resolution is passed, after adjusting for:
(i) new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards; and
(ii) any subsequent bonus issue, consolidation or subdivision of Shares;
adjustments in accordance with sub-paragraph (2)(i) or (2)(ii) are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution.
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Act and the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and
(4)
(unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier."
7.
Renewal of the Share Buyback Mandate
To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:
"That:
(a) for the purposes of the Sections 76C and 76E of the Companies Act 1967 (the "Act"), the authority conferred on the Directors of the Company ("Directors") to exercise all the powers of the Company to purchase or otherwise acquire issued ordinary shares fully paid in the capital of the Company (the "Shares") not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:
(i) market purchase(s) (each a "Market Purchase") on the Singapore Exchange Securities Trading Limited (the "SGX-ST"), through the ready market, and which may be transacted through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or
(ii) off-market purchase(s) (each an "Off-Market Purchase") in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Act,
and otherwise in accordance with all other laws and regulations, including but not limited to the provisions of the Act and the Listing Manual of the SGX-ST as may for the time being be applicable, be and is hereby approved generally and unconditionally (the "Share Buyback Mandate");
(b) unless varied or revoked by the Company in a general meeting, the authority conferred on the Directors pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:
(i) the date on which the next Annual General Meeting of the Company ("AGM") is held or required by law to be held, whichever is the earlier;
(ii) the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share Buyback Mandate are carried out to the full extent mandated; and
(iii) the date on which the authority conferred by the Share Buyback Mandate is revoked or varied by the Company in a general meeting; and
(Resolution 9)
(c) in this Resolution:
"Maximum Limit" means that number of Shares representing not more than 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at the date of the passing of this Resolution, unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Act, at any time during the Relevant Period (as defined below), in which event the total number of issued Shares shall be taken to be the total number of issued Shares as altered (excluding any treasury shares that may be held by the Company from time to time and subsidiary holdings); and
"Maximum Price", in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) which shall not exceed
(i) in the case of a Market Purchase, 105% of the Average Closing Price (as defined hereinafter); and
(ii) in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price (as defined hereinafter),
where:
"Relevant Period" means the period commencing from the date on which this Resolution is passed and expiring on the date the next AGM is held or is required by law to be held, whichever is the earlier;
"Average Closing Price" means the average of the closing market prices of the Shares traded on the SGX-ST over the last five Market Days (a "Market Day" being a day on which the SGX-ST is open for trading in securities), on which transactions in the Shares were recorded, immediately preceding the day of the Market Purchase by the Company or, as the case may be, the day of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant five Market Days; and "day of the making of the offer" means the day on which the Company announces its intention to make an offer for the purchase of Shares from shareholders of the Company, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and
(d) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider necessary, expedient, incidental or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution."
8. Authority to allot and issue Shares pursuant to The Straits Trading Company Limited Scrip Dividend Scheme
To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:
"That authority be and is hereby given to the Directors of the Company to allot and issue from time to time such number of new ordinary shares in the Company as may be required to be allotted and issued pursuant to the The Straits Trading Company Limited Scrip Dividend Scheme."
9. To transact any other ordinary business of the Company.
By Order of the Board See-Toh Yuit Mei Company Secretary
Singapore
7 April 2025
(Resolution 10)
Explanatory Notes:
Resolution 8, if passed, will renew the authority for the Directors, effective until the next Annual General Meeting, to issue Shares, make or grant instruments convertible into Shares and to issue Shares pursuant to such instruments, up to a limit of 50% of the total number of issued Shares in the capital of the Company, of which up to 20% for issues other than on a pro-rata basis, calculated as described in the Resolution.
Resolution 9, if passed, will empower the Directors to purchase or otherwise acquire Shares on the terms of the Share Buyback Mandate as set out in Resolution 9 and the Circular to Shareholders dated 7 April 2025. Please refer to the said Circular to Shareholders for more details. The Company may use internal sources of funds or external borrowings or a combination of both to finance the Company's purchase or acquisition of Shares pursuant to the Share Buyback Mandate. The amount of financing required and the impact of the Company's financial position cannot be ascertained as at the date of this Notice as these will depend on, inter alia, the aggregate number of Shares purchased or acquired, whether the purchase or acquisition is made out of capital or profits, the purchase prices paid for such Shares, the amount (if any) borrowed by the Company to fund the purchase or acquisition and whether the Shares purchased or acquired are cancelled or held as treasury shares. Illustrative financial effects of the Share Buyback Mandate are set out in paragraph 2.8 of the said Circular to Shareholders.
Resolution 10, if passed, will authorise the Directors to allot and issue new ordinary shares of the Company pursuant to The Straits Trading Company Limited Scrip Dividend Scheme ("Scrip Dividend Scheme") to participating shareholders who, in respect of a qualifying dividend, have elected to receive scrip in lieu of the cash amount, in respect of all, and not part only, of that qualifying dividend. On 28 March 2023, the Company announced the adoption of the Scrip Dividend Scheme. The terms and conditions of the Scrip Dividend Scheme are set out in the Scrip Dividend Scheme Statement appended to the Company's announcement dated 28 March 2023 which is available on the SGX website athttps://www.sgx.com/securities/company-announcements and the Company's website athttps://straitstrading.listedcompany.com/sgx_announcements.html.
Notes:
General
1. The Annual General Meeting ("AGM" or "Meeting") will be held in a wholly physical format at Suntec Singapore Convention & Exhibition Centre, Level 3, Meeting Rooms MR 334 - 336, 1 Raffles Boulevard, Suntec City, Singapore 039593 on 29 April 2025 at 10.30 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the Notice of AGM. There will be no option to participate virtually.
2. Printed copies of the Notice of AGM and Proxy Form will be sent to members by post. These documents will also be made available on the Company's website athttps://straitstrading.listedcompany.com/sgx_announcements.html and SGX website athttps://www.sgx.com/securities/company-announcements.
3. The Annual Report 2024 and the Circular to Shareholders dated 7 April 2025 in relation to the Proposed Renewal of the Share Buyback Mandate (the "Documents") have been published on the Company's website athttps://straitstrading.listedcompany.com/sgx_announcements.html and SGX website athttps://www.sgx.com/securities/company-announcements.
4. Printed copies of the Documents will not be sent to the members. The Documents will be available for download from the Company's website athttps://straitstrading.listedcompany.com/sgx_announcements.html from the date of the Notice of AGM. The members will need an internet browser and PDF reader to view the Documents.
5. Any member who wishes to receive a printed copy of the Documents should submit a written request via electronic mail to[email protected] by no later than 5.00 p.m. on 22 April 2025 with the following information:
(i) your CDP Securities Account Number. If your shares are under/through your CPF Investment Scheme Account or physical scrip(s), please indicate as such;
(ii) your full name; and
(iii) your mailing address.
Register in person to attend the AGM
6. Members (including CPF and SRS investors) and (where applicable) duly appointed proxies can attend the AGM in person. To do so, they will need to register in person at the registration counter(s) outside the AGM venue on the day of the event. Every attendee is required to bring his or her NRIC or passport to enable the Company to verify his or her identity. The Company reserves the right to refuse admittance to the AGM if the attendee's identity cannot be verified accurately. Members are advised not to attend the AGM if they are feeling unwell.
7. Members holding shares through Relevant Intermediaries (other than CPF or SRS investors) who wish to participate in the AGM in person should approach his or her Relevant Intermediary (as defined in Note 20 below) by 10.30 a.m. on 17 April 2025 to make the necessary arrangements.
Submission of questions
8.
Members (including CPF and SRS investors) may submit questions related to the resolutions to be tabled for approval at the AGM to the Chairman of the Meeting, in advance of the AGM. To do so, their questions must be submitted in the following manner by 10.30 a.m. on 14 April 2025:
(a) via electronic mail to[email protected];or
(b) via post to: The Straits Trading Company Limited 1 Wallich Street #15-01, Guoco Tower Singapore 078881
9. When submitting questions via email or by post, members should provide the Company with the following details to enable the Company to verify their status as members: (i) status: individual shareholder or corporate representative; (ii) full name/full company name (as per CDP/CPF/ SRS/Scrip-based records); (iii) NRIC/FIN/Passport No./UEN; and (iv) electronic mail address; and (v) contact number (optional).
10. The Company will address substantial and relevant questions related to the resolutions to be tabled at the AGM for approval by publishing its responses to such questions on the SGX website athttps://www.sgx.com/securities/company-announcements and the Company's website at
https://straitstrading.listedcompany.com/sgx_announcements.html after the close of market on 23 April 2025.
11. Members (including CPF and SRS investors), and (where applicable) duly appointed proxies can ask the Chairman of the Meeting substantial and relevant questions related to the resolutions to be tabled for approval at the AGM, at the AGM itself.
12. Any subsequent clarifications sought, or substantial and relevant follow-up questions (which are related to the resolutions to be tabled for approval at the AGM) received after 10.30 a.m. on 14 April 2025 which have not already been addressed prior to the AGM, as well as those substantial and relevant questions received at the AGM, will be addressed at the AGM itself.
13. Where substantially similar questions are received, such questions will be consolidated and consequently not all questions may be individually addressed.
14. The Company will publish the minutes of the AGM on the SGX website athttps://www.sgx.com/securities/company-announcements and the Company's website athttps://straitstrading.listedcompany.com/sgx_announcements.html within one (1) month after the date of AGM.
Voting at the AGM
15. Members (including CPF and SRS investors) can vote at the AGM themselves or through duly appointed proxy(ies). A member who wishes to appoint a proxy(ies) must submit an instrument appointing the proxy(ies) in accordance with the instructions on the Proxy Form.
16. Upon registration at the AGM venue, members (including CPF and SRS investors) and (where applicable) duly appointed proxies, will be provided with a handheld device for electronic voting at the physical meeting.
17. If a member wishes to appoint a proxy(ies) to attend and vote on his or her behalf, he or she should submit the instrument appointing the proxy(ies) to the Company in the following manner:
(a) if submitted by post, it should be deposited at the Company's Polling Agent, Complete Corporate Services Pte Ltd at 10 Anson Road, #29-07, International Plaza, Singapore 079903; or
(b) if submitted electronically, it should be submitted via email to[email protected],
in either case by 10.30 a.m. on 26 April 2025, being not less than 72 hours before the time appointed for the holding of the AGM.
A member who wishes to submit an instrument appointing a proxy(ies) can either use the printed copy of the Proxy Form which is sent to him/her/it by post or download a copy of the Proxy Form from the Company's website or the SGX website, and complete and sign the Proxy Form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above. A member who wishes to appoint a proxy(ies) for the AGM should refer to the instructions on the Proxy Form for more details.
18. Completion and submission of the instrument appointing a proxy(ies) by a member will not prevent him/her from attending, speaking and voting at the AGM if he or she so wishes. The appointment of a proxy(ies) for the AGM shall be deemed to be revoked if the member attends the AGM in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the relevant instrument appointing a proxy or proxies, to the AGM.
19. CPF and SRS investors:
(a) may vote at the AGM if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators, and should contact their respective CPF Agent Banks or SRS Operators if they have any queries regarding their appointment as proxies; or
(b) may appoint the Chairman of the Meeting as proxy to vote on their behalf at the AGM, in which case they should approach their respective
CPF Agent Banks or SRS Operators to submit their votes by 10.30 a.m. on 17 April 2025.
20. A"Relevant Intermediary" means:
(i) a banking corporation licensed under the Banking Act 1970, or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;
(ii) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act 2001, and who holds shares in that capacity; or
(iii) the Central Provident Fund Board ("CPF Board") established by the Central Provident Fund Act 1953, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the CPF Board holds those Shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.
Personal Data Privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.
Proxy Form
THE STRAITS TRADING COMPANY LIMITED
(A member of The Tecity Group)
(Company Registration No.: 188700008D) Incorporated in Singapore
IMPORTANT:
1. The Annual General Meeting ("AGM") will be held in a wholly physical format at the venue, date and time stated below. There will be no option to participate virtually. The Notice of AGM dated 7 April 2025 and this Proxy Form will be sent to members by electronic means via publication on the Company's website athttps://straitstrading.listedcompany.com/sgx_announcements.htmland on the SGX website athttps://www.sgx.com/securities/company-announcements. In addition, printed copies will be sent by post to members.
2. Arrangements relating to register in person to attend the AGM, submission of questions, addressing of substantial and relevant questions and voting at the AGM are set out in the Notice of AGM dated 7 April 2025.
3. Please read the notes overleaf which contain instructions on, inter alia, the appointment of proxy(ies).
4. For CPF/SRS investors who have used their CPF/SRS monies to buy The Straits Trading Company shares, this Proxy Form is not valid for use by CPF/SRS investors and shall be ineffective for all intents and purposes if used or purported to be used by them. CPF/SRS investors (a) may vote at the AGM if they are appointed as proxies by their respective CPF Agent Banks/SRS Operators, and should contact their respective CPF Agent Banks/SRS Operators as soon as practicable if they have any queries regarding their appointment as proxies, or (b) may appoint the Chairman of the Meeting as proxy to vote on their behalf at the AGM, in which case they should approach their respective CPF Agent Banks/SRS Operators to submit their votes by 10.30 a.m. on 17 April 2025.
I/We, (Name) (NRIC/FIN/Passport No./UEN) of
(Address) , being a member/members of THE STRAITS TRADING COMPANY LIMITED (the "Company") hereby appoint:
the Chairman of the Annual General Meeting ("AGM" or "Meeting"), as my/our proxy/proxies to vote for me/us on my/our behalf at the AGM to be held at Suntec Singapore Convention & Exhibition Centre, Level 3, Meeting Rooms MR 334 - 336, 1 Raffles Boulevard, Suntec City, Singapore 039593 on Tuesday, 29 April 2025 at 10.30 a.m. and at any adjournment thereof as indicated below.
OR
I/We direct my/our proxy/proxies to vote for or against or abstain from voting the Ordinary Resolutions to be proposed at the AGM and at any adjournment thereof as indicated below.
Name | Address | Email Address | NRIC/ Passport No. | Proportion of Shareholdings |
No. of shares | % | |||
and/or (delete as appropriate) | ||||
No. | Ordinary Resolutions | For* | Against* | Abstain* |
Ordinary Business | ||||
1. | To receive and adopt the Audited Financial Statements and the Directors' Statement of the Company for the financial year ended 31 December 2024 and the Independent Auditor's Report thereon | |||
2. | Re-election of Ms Chew Gek Hiang as a Director of the Company | |||
3. | Re-election of Mr Tan Chian Khong as a Director of the Company | |||
4. | Re-election of Mr Lau Cheng Soon as a Director of the Company | |||
5. | Re-election of Ms Lin Diaan Yi as a Director of the Company | |||
6. | To approve the payment of Directors' fees of S$796,770 for the financial year ended 31 December 2024 | |||
7. | To re-appoint Ernst & Young LLP as the Independent Auditor of the Company and to authorise the Directors to fix their remuneration | |||
Special Business | ||||
8. | Authority to issue shares | |||
9. | Renewal of the Share Buyback Mandate | |||
10. | Authority to allot and issue Shares pursuant to The Straits Trading Company Limited Scrip Dividend Scheme |
Notes:
* Voting will be conducted by poll. If you wish your proxy/proxies to cast all your votes "For" or "Against" a Resolution, please tick in the "For" or
"Against" box provided in respect of that Resolution. Alternatively, please indicate the number of votes "For" or "Against" in the "For" or "Against" box provided in respect of that Resolution. If you wish your proxy/proxies to abstain from voting on a Resolution, please tick in the "Abstain" box provided in respect of that Resolution. Alternatively, please indicate the number of shares that your proxy/proxies is/are directed to abstain from voting in respect of that Resolution. In the absence of specific directions in respect of a Resolution as to voting, the proxy/proxies will vote or abstain as he/she/they may think fit, as he/she/they will on any other matter arising at the Meeting.
Dated this day of April, 2025.
Signature of Shareholder(s) or, Common Seal of Corporate Shareholder
* Delete where inapplicable
IMPORTANT: PLEASE READ NOTES OVERLEAF
Total number of shares in: | No. of shares |
(a) CDP Register | |
(b) Register of Members |
Notes:
1. A member should insert the total number of shares held. If the member has shares entered against his/her/its name in the Depository Register (maintained by The Central Depository (Pte) Limited), he/she/it should insert that number of shares. If the member has shares registered in his/her/its name in the Register of Members (maintained by or on behalf of the Company), he/she/it should insert that number of shares. If the member has shares entered against his/her/its name in the Depository Register and registered in his/her/its name in the Register of Members, he/she/it should insert the aggregate number of shares entered against his/her/its name in the Depository Register and registered in his/her/its name in the Register of Members. If no number is inserted, this Proxy Form shall be deemed to relate to all the shares held by the member.
2.
(a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the Meeting. Where such member's form of proxy appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the form of proxy.
(b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member's form of proxy appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy.
"Relevant intermediary" has the meaning ascribed to it in Section 181 of the Companies Act 1967.
A member can appoint the Chairman of the Meeting as his/her/its proxy, but this is not mandatory.
3. A proxy need not be a member of the Company.
4. The instrument appointing a proxy or proxies must be submitted to the Company in the following manner:
(a) if submitted by post, it should be deposited at the Company's Polling Agent, Complete Corporate Services Pte Ltd at 10 Anson Road, #29-07, International Plaza, Singapore 079903; or
(b) if submitted electronically, it should be submitted via email to[email protected], in either case by 10.30 a.m. on 26 April 2025, being not less than 72 hours before the time appointed for the holding of the Meeting. A member who wishes to submit an instrument appointing a proxy(ies) can either use the printed copy of the Proxy Form which is sent to him/her/it by post or download a copy of the Proxy Form from the Company's website or the SGX website, and complete and sign the Proxy Form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.
5. Completion and submission of the instrument appointing a proxy or proxies by a member will not prevent him/her from attending, speaking and voting at the Meeting if he/she so wishes. The appointment of a proxy or proxies for the Meeting shall be deemed to be revoked if the member attends the Meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the relevant instrument appointing a proxy or proxies, to the Meeting.
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his/her attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.
7. Where the instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the power of attorney or other authority under which it is signed (if applicable) or a duly certified copy thereof must (failing previous registration with the Company), if the instrument appointing a proxy or proxies is submitted by post, be deposited with the instrument or, if the instrument appointing a proxy or proxies is submitted electronically via email, be emailed with the instrument, failing which the instrument may be treated as invalid.
8. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as
its representative at the Meeting, in accordance with Section 179 of the Companies Act 1967.
9. Any reference to a time of day is made by reference to Singapore time.
General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies (including any related attachment). In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies submitted if the member, being the appointor, is not shown to have shares entered against his/her/its name in the Depository Register as at 72 hours before the time appointed for the holding of the Meeting, as certified by The Central Depository (Pte) Limited to the Company.
Personal Data Privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 7 April 2025.
TABLE OTFABCLOENOTEFNCTOSNTENTS
OVERVIEOWVERVIEW
YEAR INYREEAVRIEINWREVIEW
Corporate Information
Table of Contents
BOARD OF DIRECTORS OVERVIEW
Chew Gek Khim, Hon. Litt.D., PJG
Executive Chairman
Company Structure
Member, Nominating Committee
Transformation Milestones
Chew Gek Hiang
NCohna-Iinrdmepaenn'sdeSnt atnedmNeon-tExecutive Director Member, Audit Committee
Board of Directors
Goh Kay Yong David
NKoeny-InMdaepneangdeenmt aenndt Non-Executive Director Member, Remuneration Committee
Management Team
Tan Chian Khong
Lead Independent Director CYhEaAirRmIaNn,RAEuVdIiEt WCommittee Member, Nominating Committee
Financial Highlights
Chua Tian Chu
IRndeespoeundrcenetsand Non-Executive Director Chairman, Nominating Committee
Member, Remuneration Committee Member, Board Risk Committee
Property
Hospitality
Lau Cheng Soon
Investor Relations & Shareholders' Club
Independent and Non-Executive Director Chairman, Remuneration Committee Member, Board Risk Committee SUSTAINABILITY & GOVERNANCE Lee Chuan Seng
ISnduespteanindeanbt ialintyd NRoenp-Eoxret cutive Director Member, Nominating Committee
Report on Corporate Governance
Ho Tian Yee
Independent and Non-Executive Director
CFhINaAirmNCanIA, BLoRaErdPROiRskT C&oOmTmHitEteReINFORMATION Member, Audit Committee
Directors' Statement
Lin Diaan Yi IInnddeepepnednednteanntdANuodni-tEoxre'scuRtivepDoiretctor Member, Remuneration Committee
Consolidated Statement of Profit or Loss
KEY MANAGEMENT
Consolidated Statement of Comprehensive Income
Chew Gek Khim, Hon. Litt.D., PJG
Executive Chairman
Statements of Financial Position
TSetnagteHmenegnCtsheowf CErhica,nges in Equity
BBM, PBM
Group Chief Operating Officer
ChoienfsEoxleidcuattiveedOSffitcaetrement of Cash Flows
Straits Developments Private Limited
Notes to the Financial Statements
Dato' Dr. (IR.) Patrick Yong Mian Thong
Adeline Fong Mun Ping Chief Executive Officer Straits Real Estate Pte. Ltd.
Manish Bhargava
Chief Executive Officer
Straits Investment Management Pte. Ltd.
Yeo Eng Kwang
Deputy Chief Investment Officer
Ashley Loe
Deputy Chief Financial Officer
COMPANY SECRETARIES See-Toh Yuit Mei
Gan Chi Siew
REGISTERED OFFICE 1 Wallich Street #15-01 Guoco Tower Singapore 078881
CORPORATE OFFICE 1 Wallich Street #15-01 Guoco Tower Singapore 078881
Tel : (65) 6422 4288 Fax : (65) 6534 7202 E-mail :[email protected]Website :www.straitstrading.com.sg
INVESTOR RELATIONS
Travis Tan Guan-Chew
Head, Investor Relations and Shareholders' Club E-mail:[email protected]
SHARE REGISTRAR
Tricor Barbinder Share Registration Services 9 Raffles Place #26-01
Republic Plaza Tower 1
Singapore 048619
AUDITORS
Ernst & Young LLP One Raffles Quay
North Tower, Level 18
Singapore 048583
Partner-in-charge: Mr Terry Wee Hiang Bing
(Appointed with effect from financial year ended 31 December
2022) 93
Group Chief Executive Officer & Executive Director of the Singapore Exchange Securities Trading Limited
Additional Information Required under the Mainboard Rules
Malaysia Smelting Corporation Berhad
PRINCIPAL BANKERS 180
Bank of China Limited
02
03
04
06
11
14
15
16
18
23
24
25 58
74
77
83
84
85
87
91
Additional Information on Directors Seeking Re-election CDoBmSmBoannwk eLatdlth Bank of Australia 181
Tan Hwei Yee
Chief Executive Officer
Shareholdings Information
STC Property Management Sdn. Bhd.
HNeoatdic, PeropfeArtnynual General Meeting
Straits Developments Private Limited HPeraodx,ySuFsotarimnability
Corporate Information
The Hongkong and Shanghai Banking Corporation Limited Malayan Banking Berhad
186
Oversea-Chinese Banking Corporation Limited 188
Shinhan Bank Co., Ltd Standard Chartered Bank UBS AG
United Overseas Bank Limited Westpac Banking Corporation
198
The Straits Trading Company Limited
(Co. Reg. No.: 188700008D)
1 Wallich Street
#15-01 Guoco Tower Singapore 078881
Tel: (65) 6422 4288 Fax: (65) 6534 7202www.straitstrading.com.sg