134 For the financial year ended 31 December 2014 The Directors present their report together with the audited consolidated financial statements of the Group and balance sheet and statement of changes in equity of the Company for the financial year ended 31 December 2014. 1. Directors The Directors of the Company in office at the date of this report are: Lee Boon Yang (Chairman) Loh Chin Hua (Chief Executive Officer) (appointed on 1 January 2014) Tony Chew Leong-Chee Oon Kum Loon (Mrs) Tow Heng Tan Alvin Yeo Khirn Hai Tan Ek Kia Danny Teoh Tan Puay Chiang Till Bernhard Vestring (appointed on 16 February 2015) 2. Audit Committee The Audit Committee of the Board of Directors comprises four independent non-executive Directors. Members of the Committee are: Danny Teoh (Chairman) Tony Chew Leong-Chee Oon Kum Loon (Mrs) Alvin Yeo Khirn Hai The Audit Committee carried out its function in accordance with the Singapore Companies Act, including the following: Reviewed audit scopes, plans and reports of the Company s external auditors and internal auditors and considered effectiveness of actions/policies taken by management on the recommendations and observations; Reviewed the assistance given by the Company s officers to the auditors; Carried out independent review of quarterly financial reports and year-end financial statements; Examined effectiveness of financial, operational, compliance and information technology controls; Reviewed the independence and objectivity of the external auditors annually; Reviewed the nature and extent of non-audit services performed by external auditors; Met with external auditors and internal auditors, without the presence of management, at least annually; Ensured that the internal audit function is adequately resourced and has appropriate standing within the Company, at least annually; Reviewed interested person transactions; and Investigated any matters within the Audit Committee s term of reference, whenever it deemed necessary. The Audit Committee has recommended to the Board of Directors the nomination of Deloitte & Touche LLP for reappointment as external auditors at the forthcoming Annual General Meeting of the Company. 3. Arrangements to enable directors to acquire shares or debentures Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose object is to enable the Directors of the Company to acquire benefits by means of the acquisition of shares or debentures in the Company or any other body corporate other than the KCL Restricted Share Plan, KCL Performance Share Plan and Remuneration Shares to Directors of the Company. KEPPEL CORPORATION LIMITED Report to Shareholders 2014
135 4. Directors interests in shares and debentures According to the Register of Directors shareholdings kept by the Company for the purpose of Section 164 of the Singapore Companies Act, none of the Directors holding office at the end of the financial year had any interest in the shares and debentures of the Company and related corporations, except as follows: Holdings At 1.1.2014 31.12.2014 21.1.2015 Keppel Corporation Limited (Ordinary shares) Lee Boon Yang 53,000 173,000 173,000 Loh Chin Hua 25,000 180,212 180,212 Loh Chin Hua (deemed interest) 38,500 38,500 38,500 Tony Chew Leong-Chee 20,000 25,000 25,000 Oon Kum Loon (Mrs) 63,200 69,200 69,200 Oon Kum Loon (Mrs) (deemed interest) 54,000 54,000 54,000 Tow Heng Tan 19,888 24,888 24,888 Tow Heng Tan (deemed interest) 28,789 28,789 28,789 Alvin Yeo Khirn Hai 15,225 19,225 19,225 Alvin Yeo Khirn Hai (deemed interest) 32,000 32,000 32,000 Tan Ek Kia 6,825 10,825 10,825 Danny Teoh 31,825 37,825 37,825 Tan Puay Chiang 23,600 27,600 27,600 Tan Puay Chiang (deemed interest) 7,103 7,103 7,103 (Unvested restricted shares to be delivered after 2012) Loh Chin Hua 51,762 25,881 25,881 (Unvested restricted shares to be delivered after 2013) Loh Chin Hua 87,995 58,664 58,664 (Contingent award of restricted shares to be delivered after 2014) 1 Loh Chin Hua - 150,000 150,000 (Contingent award of performance shares issued in 2012 to be delivered after 2014) 2 Loh Chin Hua 77,643 77,643 77,643 (Contingent award of performance shares issued in 2013 to be delivered after 2015) 2 Loh Chin Hua 93,171 93,171 93,171 (Contingent award of performance shares issued in 2014 to be delivered after 2016) 2 Loh Chin Hua - 180,000 180,000 (3.145% Fixed Rate Notes due 2022) Tan Puay Chiang $250,000 $250,000 $250,000 Keppel Land Limited (Ordinary shares) Loh Chin Hua 99,600 150,400 150,400 Oon Kum Loon (Mrs) 2,000 14,000 14,000 Tow Heng Tan (deemed interest) 95 95 95 Alvin Yeo Khirn Hai (deemed interest) 10,000 10,000 10,000 Tan Ek Kia 11,400 11,400 11,400 Danny Teoh 100,000 100,000 100,000
136 4. Directors interests in shares and debentures (continued) Holdings At 1.1.2014 31.12.2014 21.1.2015 (Contingent award of performance shares issued in 2011 to be delivered after 2013) 2 Loh Chin Hua 96,000 - - (3.51% Fixed Rate Notes due 2015) Tan Puay Chiang $250,000 $250,000 $250,000 (3.90% Fixed Rate Notes due 2024) Tan Puay Chiang $250,000 $250,000 $250,000 KEPPEL REIT (Units) Lee Boon Yang 14,840 14,840 14,840 Loh Chin Hua 7,000 7,000 7,000 Loh Chin Hua (deemed interest) 556,160 556,160 556,160 Tony Chew Leong-Chee 5,600 5,600 5,600 Oon Kum Loon (Mrs) 17,696 17,696 17,696 Oon Kum Loon (Mrs) (deemed interest) 12,320 12,320 12,320 Tow Heng Tan 5,568 5,568 5,568 Tow Heng Tan (deemed interest) 8,070 8,070 8,070 Alvin Yeo Khirn Hai 4,263 4,263 4,263 Alvin Yeo Khirn Hai (deemed interest) 108,960 108,960 108,960 Tan Ek Kia 1,911 1,911 1,911 Danny Teoh 8,911 8,911 8,911 Tan Puay Chiang 12,000 12,000 12,000 Tan Puay Chiang (deemed interest) 6,000 6,000 6,000 KEPPEL DC REIT (Units) Oon Kum Loon (Mrs) - 75,000 75,000 Alvin Yeo Khirn Hai - 75,000 75,000 Tan Puay Chiang - 75,000 75,000 1 Depending on the achievement of pre-determined performance targets, the actual number of shares to be released could range from zero to the number stated. 2 Depending on the achievement of pre-determined performance targets, the actual number of shares to be released could range from zero to 150% of the number stated. 5. Directors receipt and entitlement to contractual benefits Since the beginning of the financial year, no Director of the Company has received or become entitled to receive a benefit which is required to be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest except as disclosed in the notes to the financial statements and salaries, bonuses and other benefits in their capacity as directors of the Company which are disclosed in the Corporate Governance Report. KEPPEL CORPORATION LIMITED Report to Shareholders 2014
137 6. Share options of the Company Details of share options granted under the KCL Share Option Scheme ( Scheme ) are disclosed in Note 3 to the financial statements. No options to take up Ordinary Shares ( Shares ) were granted during the financial year. There were 4,936,211 Shares issued by virtue of exercise of options and options to take up 325,600 Shares were cancelled during the financial year. At the end of the financial year, there were 19,570,504 Shares under option as follows: Number of Share Options Balance at Balance at Exercise Date of Date of grant 1.1.2014 Exercised Cancelled 31.12.2014 price expiry 11.02.05 11,000 - - 11,000 $3.42 10.02.15 11.08.05 272,800 (253,000) - 19,800 $5.07 10.08.15 09.02.06 335,500 (253,000) - 82,500 $5.21 08.02.16 10.08.06 961,900 (678,900) - 283,000 $6.36 09.08.16 13.02.07 2,074,400 (402,500) - 1,671,900 $7.70 12.02.17 10.08.07 6,473,200 (1,841) (325,600) 6,145,759 $11.17 09.08.17 14.02.08 3,119,300 (763,700) - 2,355,600 $8.46 13.02.18 14.08.08 3,701,100 (523,670) - 3,177,430 $8.73 13.08.18 05.02.09 1,117,600 (241,500) - 876,100 $3.07 04.02.19 06.08.09 2,932,485 (810,000) - 2,122,485 $6.86 05.08.19 09.02.10 3,833,030 (1,008,100) - 2,824,930 $6.89 08.02.20 24,832,315 (4,936,211) (325,600) 19,570,504 There are no options granted to any of the Company s controlling shareholders or their associates under the Scheme. 7. Share plans of the Company The KCL Performance Share Plan ( KCL PSP ) and KCL Restricted Share Plan ( ) were approved by the Company s shareholders at the Extraordinary General Meeting of the Company on 23 April 2010. Details of share plans awarded under the KCL PSP and are disclosed in Note 3 to the financial statements. The number of contingent Shares granted was 577,400 under KCL PSP and 4,750,386 under during the financial year. The number of Shares released was 636,100 under KCL PSP and 4,309,301 under during the financial year. 636,100 Shares under the KCL PSP and 4,225,457 Shares under were vested during the financial year. 131,020 Shares under the were cancelled during the financial year. At the end of the financial year, there were 1,748,725 contingent Shares under the KCL PSP and 4,639,784 contingent Shares and 3,993,440 unvested Shares under the as follows: Contingent awards: Number of Shares Contingent Adjustments Balance at awards upon Balance at Date of grant 1.1.2014 granted release Released Cancelled 31.12.2014 KCL PSP 30.6.2011 662,550 - (26,450) (636,100) - - 29.6.2012 634,798 - - - (18,192) 616,606 28.3.2013 603,985 - - - (49,266) 554,719 31.3.2014-577,400 - - - 577,400 1,901,333 577,400 (26,450) (636,100) (67,458) 1,748,725 28.3.2013 4,383,491 - - (4,309,301) (74,190) - 31.3.2014-4,750,386 - - (110,602) 4,639,784 4,383,491 4,750,386 - (4,309,301) (184,792) 4,639,784
138 7. Share plans of the Company (continued) Awards released but not vested: Number of Shares Balance at Balance at Date of grant 1.1.2014 Released Vested Cancelled 31.12.2014 KCL PSP 30.6.2011-636,100 (636,100) - - - 636,100 (636,100) - - 30.6.2011 1,333,933 - (1,324,202) (9,731) - 29.6.2012 2,706,683 - (1,384,232) (47,177) 1,275,274 28.3.2013-4,309,301 (1,517,023) (74,112) 2,718,166 4,040,616 4,309,301 (4,225,457) (131,020) 3,993,440 The information on Directors of the Company participating in the and the KCL PSP is as follows: Contingent awards: awards awards granted since released since Contingent commencement commencement awards awards granted of plans of plans not released as during the to the end of to the end of at the end of Name of Director financial year financial year financial year financial year Loh Chin Hua 150,000 314,757 (164,757) 150,000 KCL PSP Loh Chin Hua 180,000 350,814-350,814 Awards released but not vested: awards awards released since vested since awards commencement commencement released but of plans of plans not vested as to the end of to the end of at the end of Name of Director financial year financial year financial year Loh Chin Hua 164,757 (80,212) 84,545 There are no contingent award of Shares granted to any of the Company s controlling shareholders or their associates under the and the KCL PSP. No director or employee received more than 5 percent or more of the total number of contingent award of Shares granted to date. KEPPEL CORPORATION LIMITED Report to Shareholders 2014
139 8. Share options and share plans of subsidiaries The particulars of share options and share plans of subsidiaries of the Company are as follows: (a) (b) Keppel Land Limited ( Keppel Land ) At the end of the financial year, unissued shares of Keppel Land Limited under option comprised $499,800,000 principal amount of 1.875% Convertible Bonds due 2015 at a conversion price of $6.72 per share and 1,977,120 options under the Keppel Land Share Option Scheme. In addition, there were 956,719 unvested shares and 2,073,719 contingent shares granted under Keppel Land Restricted Share Plan, and 1,410,000 contingent shares granted under Keppel Land Performance Share Plan at the end of the financial year. Details and terms of the options and share plans have been disclosed in the and financial statements of Keppel Land Limited. Keppel Telecommunications & Transportation Ltd ( Keppel T&T ) At the end of the financial year, there were 800,000 unissued shares of Keppel Telecommunications & Transportation Ltd under option relating to Keppel T&T Share Option Scheme. In addition, there were 747,600 unvested shares and 1,015,000 contingent shares granted under Keppel T&T Restricted Share Plan, and 325,000 contingent shares granted under Keppel T&T Performance Share Plan at the end of the financial year. Details and terms of the options and share plans have been disclosed in the of Keppel Telecommunications & Transportation Ltd. 9. Auditors The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment. On behalf of the Board Lee Boon Yang Chairman Loh Chin Hua Chief Executive Officer Singapore, 25 February 2015