Fostering Growth Opportunities: Hong Leong Finance Limited
Fostering Growth Opportunities: Hong Leong Finance Limited
Fostering Growth Opportunities: Hong Leong Finance Limited
GROWTH
OPPORTUNITIES
02
FIVE-YEAR FINANCIAL SUMMARY
03
FINANCIAL HIGHLIGHTS
04
CHAIRMANS STATEMENT
10
COMMUNITY CARE
11
DIRECTORY OF SERVICES
12
CORPORATE PROFILE
16
CORPORATE DIRECTORY
17
TRIBUTE
18
BOARD OF DIRECTORS
24
OPERATING AND FINANCIAL REVIEW
35
CORPORATE GOVERNANCE REPORT
60
FINANCIAL REPORT
130
ANALYSIS OF SHAREHOLDINGS
132
NOTICE OF AGM
PROXY FORM
At Hong Leong Finance, we value solid partnerships that stand the test of time. We
understand the need to strengthen our relevance to customers and support their
evolving needs, especially in an increasingly challenging economic environment. In
doing so, we work closely with our business partners and adapt to change by pursuing
new and innovative solutions that create mutually beneficial experiences. As an SME
specialist, we are committed to delivering the highest standards and enhancing
effectiveness to benefit our customers. We strive to foster growth opportunities and
establish firm foundations with these SMEs, so that they may in turn build bridges and
cultivate greater value for their customers.
SHAREHOLDERS
LOANS NET PROFIT DEPOSITS
FUNDS
S$10,091 S$1,688 S$72.9 S$11,444
MILLION MILLION MILLION MILLION
02 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
FIVE-YEAR
FINANCIAL SUMMARY
Capital Employed
Total assets $ million 13,287 12,262 11,675 11,794 9,505
Net equity $ million 1,688 1,659 1,646 1,625 1,598
Net assets per share $ 3.80 3.74 3.72 3.68 3.63
Share Capital
Number of shares in issue million 443.8 443.5 442.7 441.2 440.5
* Dividend per share and times covered are stated based on the interim/final dividend(s) declared/proposed in respect of each financial year. This differs from the accounting
treatment whereby dividends are accounted for in the year declared regardless of the financial year to which they relate.
Dividend Policy
The Group aims to maintain a strong capital position to ensure market confidence, to support its on-going business and to meet
the expectations of depositors, customers and investors alike. Hong Leong Finance is also required to comply with regulatory
standards of capital requirements through the maintenance of a minimum capital adequacy ratio at all times, and to transfer a
requisite proportion of its annual net profit to the statutory reserve which is not available for distribution to shareholders.
The Board of Directors aims to pay dividends to shareholders twice a year, at rates which balance returns to shareholders with
prudent capital and financial management. Before proposing any dividends, the Board of Directors will consider a range of
factors, including the Groups results of operations, sufficiency of retained earnings and cash for operations as well as for capital
requirements, capital expenditure and investment plans and general business and other conditions and factors.
03 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
FINANCIAL
HIGHLIGHTS
Interim/Final Dividend(s)
Profit Before Tax Profit After Tax Declared In The Year
($ mil) ($ mil) ($ mil)
FY 2015
16.4
FY 2014
14.2
04 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
CHAIRMANS
STATEMENT
ON BEHALF OF THE BOARD OF At the end of the financial year, Group shareholders
funds totalled $1.69 billion, equivalent to $3.80 per
DIRECTORS, I AM PLEASED TO share. The Group continues to maintain a strong capital
PRESENT THIS ANNUAL REPORT adequacy ratio of 15.1% as at 31 December 2015, higher
than the prescribed requirement.
OF THE GROUP AND THE COMPANY
FOR THE FINANCIAL YEAR ENDED An interim dividend of 4 cents per share (tax exempt
one-tier) was paid on 9 September 2015. Subject to the
31 DECEMBER 2015. approval of shareholders at the forthcoming Annual
General Meeting, the Board is proposing the payment
of a final dividend of 7 cents per share (tax exempt
FINANCIAL OVERVIEW one-tier) in respect of 2015. The aggregate distribution
for the year will amount to approximately $49 million,
Group profit after tax attributable to shareholders for compared to $44 million for 2014.
the year ended 31 December 2015 amounted to $72.9
million, equivalent to 16.4 cents per share. The results
for the year were arrived at after writing back provision/ OPERATING PERFORMANCE
recoveries (net of top up of provision) amounting to
$3.6 million against an additional net charge of $2.0 While the advanced economies were recovering, the
million in 2014. slowdown in emerging market economies, led by China,
put a drag on the global economic output during the year.
The Group achieved steady growth in its core activities
during the year. Loans and advances (before allowances) Singapore was faced with additional domestic structural
rose to $10.20 billion from $9.69 billion in 2014, an challenges including a tight labour market and negative
increase of 5.3% over the previous year. Deposits and inflation. This put pressure on growth in the Singapore
balances of customers registered an increase of 9.3%, economy which moderated from 2.7% (revised) in
closing at $11.44 billion as at 31 December 2015. There the first quarter to 1.7%, 1.8% (revised) and 1.8% in
are no bank borrowings outstanding. the subsequent three quarters. The softer economy
05 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
and labour constraints weighed down on businesses for car loan business intensified with new entrants
particularly those in manufacturing, wholesale and rig such as credit companies. Our counter measure of
building activities as well as labour-intensive sectors. building strong strategic alliances with our car dealer
Many SMEs attempted to remodel and refocus their partners served us well in sustaining our pipeline of
businesses to enhance cost efficiency and target higher new car loans.
growth niches.
The unrelenting property cooling measures continued
Hong Leong Finance actively engaged and assisted to negatively impact on property purchases. Lower
these SMEs in their transitions. Besides providing them numbers of new Singapore permanent residents
financial support, we also offered advisory services (SPR) combined with tighter SPR eligibility criteria to
and took the extra mile in connecting them with our purchase HDB homes caused a further drop in HDB
wide network of partners and customers to build purchasers. Increase in Build-To-Order launches and
relationships for mutually beneficial gains. higher income ceiling eligibility for loans from HDB
shifted some demand away from resale to new build
Continued rapid changes of business environment HDB purchases. The proportion of new HDB purchasers
drove Hong Leong Finance to innovate and invest in taking up loans from HDB rose taking business away
infrastructure and technology to meet changing customer from financial institutions. We focused on encouraging
needs. With increased deployment of resources in HDB home loan borrowers at other financial institutions
expanding the SME Centre @ Hong Leong Finance to refinance with us by offering fixed rate loans to
network we have achieved excellent results. This year, protect against rising interest rate risk, and achieved
we added two more SME Centres, bringing the count good success with loans demand and acquisitions
to ten to provide greater convenience of one-stop outpacing our expectations. For private home loans,
financial services to SMEs. we wrote loans selectively in view of the uncertain
private residential market.
Hong Leong Finance also took customer engagement to
a higher level with the unveiling of a modernised branch The volatile local capital market and weak sentiments
at Jurong East. The expanded branch was complete with led to fewer corporate listings. Hong Leong Finance
a new digital space equipped with convenient self-service remained committed in helping SMEs with listing
terminals for customers to make loan applications potential. We provided advisory services to them
and related computations. To interact with customers and acted as their Catalist Sponsor, Issue Manager,
more effectively during financial consultation, tablets Underwriter and Placement Agent. Since entering the
were deployed for use by our relationship managers. market with the first Catalist Initial Public Offering on
the Stock Exchange of Singapore three years ago, we
Further, a host system technology refresh initiative was have grown and now act as Continuing Sponsor for
launched to enhance the capacities and capabilities of seven Catalist companies.
our internal systems and processes to enable faster
and more flexible ways of doing things.
"HONG LEONG FINANCE REMAINED
The company website was also revamped to adopt a
more responsive and interactive interface to target COMMITTED IN HELPING SMES WITH
the busy and digitally-savvy customers. In addition LISTING POTENTIAL."
to being mobile- and tablet-friendly, the new website
offered intuitive suggestions to users based on the
products or services they looked at. Predictive search With the rising interest rate environment contributed by
function to help users learn more about Hong Leong the US interest rate hike and ongoing implementation
Finances products and services and state-of-the-art of the Basel III liquidity requirements, competition by
calculators to obtain real time deposit interest and banks for deposits to build up their bases has been
loan instalment computation results were some of the keen. Issuance of retail corporate bonds and the
latest features added. launch of the governments Singapore Savings Bond
in the second half of 2015 further added pressure on
On the vehicle market, sales were brisk in 2015 for market liquidity and raised deposit interest rates. To
new vehicles due to higher supply of COE following an defend our deposit portfolio and grow it in tandem to
increase in car deregistration. However competition support our loan growth, Hong Leong Finance launched
06 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
CHAIRMANS
STATEMENT
a series of deposits promotions with varied tenures to concentration and ensuring compliance with our internal
appeal to different customers, catering to their different credit processes.
needs. Loan-to-deposit ratio was carefully managed to
optimise loan funding cost.
CORPORATE RESPONSIBILITIES
Our staff did us proud again with their exemplary customer
service. At the Excellent Service Awards Ceremony Hong Leong Finance has zero tolerance towards
organised by Spring Singapore and administered by the bribery, fraud and corruption, regardless of the identity
Association of Banks in Singapore, May Lim Guek Eng or position of the originator or recipient of the bribe.
a customer services officer at our Jurong East branch The Company expects all staff to conduct business
was accorded the Service Excellence Silver Award. in accordance with the highest standards of ethical
behaviour and honesty. This also means that we are
Hong Leong Finance was also honoured to be bestowed committed to the prevention, deterrence and detection
the ASEAN Finance Company of the Year award for the of bribery, fraud and corruption.
second time at the Asian Banking and Finance Retail
Banking Awards in recognition of our excellence and All staff have to observe a Code of Conduct which sets
innovation in financial products and services. out the principles and standards of behaviour when
dealing with customers, business associates, regulators
and colleagues. The principles covered in the Code of
OUTLOOK Conduct include areas like confidentiality, conflicts
of interest, professional integrity, fair dealings with
We are cautious of the Singapore economys growth customers, whistle blowing and competency of staff.
prospects next year. There are several headwinds
including the slowdown in global economies, increased To attract and retain good staff, Hong Leong Finance
tension in the Middle East and domestic structural regularly reviews our employees remuneration to ensure
challenges. competitiveness and alignment with the marketplace.
To draw young and promising talents, the company
Our strategic priorities continue to expand selectively, offers internship placements for selected students in
deepen customer relationships, strengthen partnerships polytechnics and universities to gain their mind share
with our business alliances, increase interest and fee in the career choices upon graduation.
income and improve operating results. These are
crucial in attaining sustainable growth and long-term As an employer of choice, we are committed to the
value for our shareholders. learning and career development of our employees.
Besides sponsoring staff for professional courses that
Our focus will be on specific high-yield products and are related to their work, there are award incentives
robust growth sectors, to cultivate relationships we to those who pursue and complete courses of their
already enjoy with our existing customers in order to own choice under our Professional Education Incentive
gain market share through cross-selling and to build Scheme. Furthermore, individuals and teams with
on the strong connections that we have established outstanding achievements and contributions are
with our business partners and grow the network for recognised with Star Service Awards. We also understand
more referrals. The future is poised for even greater the importance of work-life integration and employee
interdependence. relations. Employees who have strong family demands
have the flexibility to work on a part-time basis, subject
Amidst the increasingly demanding regulatory and to exigencies of service.
compliance framework, Hong Leong Finance will
continue to be prudent and responsible in all our lending. Hong Leong Finance also has in-place policies on Fraud
Achieving excellence in service delivery and customer and Whistleblowing, which define the processes and
experience remains our cornerstone to winning over procedures for the escalation, investigation and follow-
and keeping our customers. up of any reported wrong-doing by staff, customer,
vendor or third party. The policies provide for any
At the same time, we will take all necessary steps to keep individual to report in good faith, without fear of reprisal,
the level of non-performing loans low by controlling any suspected wrongdoing to the Head of Internal
07 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
COMMUNITY
CARE
As the largest finance company in Singapore, Hong Leong Finance recognises that our success is in part due to
the support from the communities in which we operate in. Whether it is through nurturing the next generation
of community leaders or raising funds for various charitable causes, Hong Leong Finance believes in effecting
change, inspiring volunteerism and sharing in our success. In operating our business with a social purpose,
we aim to show that it is possible to enrich lives while making sure that our products and services remain
accessible to all.
Hong Leong Foundations Annual Charity Event saw Hong Leong Groups Family Day was held together
Hong Leong Finance staff taking nearly 50 elderly with the Hong Leong Foundation Annual Fundraising
beneficiaries from St. Johns Home for Elderly Persons Walkathon by Singapore Childrens Society, "Walk for Our
and St Andrews Cathedral Home for the Aged on a Duck Children". The event attracted nearly 6,000 participants
Tour through the city and the waters of Marina Bay. and raised $800,000 to further the Societys mission
Cash giveaways of about $580,000 were distributed to of bringing relief and happiness to needy. More than
more than 5,000 needy recipients - the largest annual 1,420 staff and families formed the strong contingent
cash giveaway since 2006. from Hong Leong Group.
Hong Leong Finance was one of the key sponsors for In bid to help the elderly and disabled in our community,
NTU Fest 2015, organised in conjunction with the SG50 Hong Leong Finance supported a fundraiser Charity
celebration. The event provided a platform for students Bike and Blade where a group of 100 cyclists cycled
to contribute to the society and to spread the spirit to and fro between Desaru and Mersing, raising more
of social responsibility and compassion amongst the than $420,000.
student population.
11 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
DIRECTORY
OF SERVICES
CORPORATE
PROFILE
Hong Leong Finance has evolved from a Small & Medium local enterprises with customized financing solutions
Enterprise (SME) in 1961 to become Singapores largest to enable them to operate successfully in the corporate
finance company with a distribution network of 28 world. To help our corporate customers gain greater
branches. Listed on the Singapore Stock Exchange in business efficiency, Hong Leong Finance launched the
1974 as the then Singapore Finance Ltd, Hong Leong Business Current Account in 2007 and became the
Finance is the financial services arm of the Hong Leong only finance company here to offer chequeing account
Group Singapore, offering an extensive suite of financial services. Hong Leong Finance is also a pioneer in the
products and services, spanning from deposits and Local Enterprise Finance Scheme administered by
savings, corporate and consumer loans, government Spring Singapore and the exclusive finance company
assistance programmes for SMEs to corporate finance in Singapore with full sponsorship status for the
and advisory services. SGX Catalist Board, enabling us to provide financial
advisory and fund raising services to SMEs aiming
With over 50 years of experience in serving the SME to list on Catalist. With our strong commitments
community, Hong Leong Finance has supported many towards the SMEs, Hong Leong Finance was twice
13 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
10 SME
CENTRES
NORTH, SOUTH,
EAST, WEST &
CENTRAL ZONES
OF SINGAPORE
28
BRANCHES
ACROSS
SINGAPORE
54
YEARS
SERVING THE
COMMUNITY
CORPORATE
DIRECTORY
TRIBUTE
KWEK LENG JOO
1953 2015
Mr Kwek Leng Joo first joined the board of Hong the role of CDLs Managing Director from January 1995
Leong Finance Limited (HLF) in February 1982. In until his appointment as Deputy Chairman of CDL on
2001, the finance business undertakings of HLF and 17 February 2014.
its subsidiary then, Singapore Finance Limited (SFL),
were merged together and held solely under SFL, Mr Kwek was an Executive Director of City e-Solutions
which became an enlarged finance company. Upon the and also a Director of Hong Leong Investment Holdings
merger in September 2001, Mr Kwek was appointed a Private Limited, the holding company of CDL as well
Director of SFL, which was subsequently renamed Hong as Hong Leong Finance.
Leong Finance Limited to reflect the merged finance
business undertakings. Mr Kweks leadership, invaluable contribution
and presence will be greatly missed by the Board,
Appointed as a Director of City Developments Limited management and employees of Hong Leong Finance.
(CDL) on 8 February 1980, Mr Kwek assumed the He is fondly remembered as a property tycoon, a
position of Deputy Managing Director in 1987 and held charitable philanthropist and an avid photographer.
18 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
BOARD OF
DIRECTORS
KWEK LENG KEE CHNG BENG HUA CHENG SHAO SHIONG @ BERTIE CHENG
POAD BIN SHAIK ABU BAKAR MATTAR TER KIM CHEU RAYMOND LIM SIANG KEAT
19 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
KWEK LENG BENG, 75 In March 2015, Mr Kwek was awarded Best Singaporean
Executive Director Investor to Italy by the Italian Chamber of Commerce in
Singapore. This annual award is presented to business
people who have made impactful investments in Italy
A Managing Director of Hong Leong Finance Limited and helped to boost bilateral ties between Italy and
(HLF or the Company) since 1 March 1979, Mr Kwek Singapore.
was appointed the Chairman of the Company since 28
November 1984 and was last re-appointed as a Director In October 2015, Hotel Investment Conference Asia
on 23 April 2015 to hold office until the 2016 Annual Pacific conferred Mr Kwek with the prestigious Lifetime
General Meeting (2016 AGM) pursuant to Section 153(6) Achievement Award. This award is only presented
of the Companies Act, Chapter 50 (Section 153(6)), to exceptional individuals who have distinguished
which provision has since been repealed, and will be themselves through their accomplishments and
seeking appointment as a Director at the 2016 AGM. contributions to the hotel industry in the Asia Pacific
Mr Kwek is also the chairman of the Executive Committee region and the world. Mr Kwek is the first Singaporean
(Exco) and sits on the Risk Management Committee to clinch this coveted award.
(RMC) and Nominating Committee (NC).
Other prestigious awards received by Mr Kwek in the
He is the Executive Chairman of Hong Leong Investment past include the inaugural Real Estate Developers
Holdings Pte. Ltd. (HLIH), the immediate and ultimate Association of Singapore Lifetime Achievement Award
holding company of HLF, and City Developments Limited in 2014 which was introduced to honour a pioneering
(CDL), and non-executive Chairman of Hong Leong group of real estate industry leaders in Singapore, and
Asia Ltd. (HLA) and Millennium & Copthorne Hotels the Partners in the Office of the CEO award in the
plc (M&C). He is also the Chairman and Managing Brendan Wood International Securities Investors
Director of City e-Solutions Limited (CES). HLA, CDL, Association Singapore TopGun CEO Designation Award
M&C and CES are subsidiaries of HLIH and thus, related in 2012 which was jointly won with the late Mr Kwek
companies under the Hong Leong group of companies. Leng Joo (then the Managing Director of CDL). The
latter award was accorded to chief executive officers
Mr Kwek holds a law degree, LL.B. (London) and is also who are best in class rated by shareholders.
a Fellow of The Institute of Chartered Secretaries and
Administrators. He has extensive experience in the finance
business, having grown from day one with the original
Hong Leong Finance Limited which has since merged
its finance business with the Company. He also has vast KWEK LENG PECK, 59
experience in the real estate business, the hotel industry Non-Executive and Non-Independent Director
as well as the trading and manufacturing business.
Mr Kweks other appointments include being a member Appointed a Director of HLF since 1 January 1998,
of the East Asia Council of INSEAD since its inception in Mr Kwek was last re-elected as a Director on 23 April
2003, a board member of the Singapore Hotel Association 2015. Mr Kwek also sits on the Exco (also as alternate
and a Fellow of the Singapore Institute of Directors. to the chairman), RMC and Hong Leong Finance Share
He was also conferred an Honorary Doctorate of Option Scheme 2001 Committee (SOSC).
Business Administration in Hospitality from Johnson &
Wales University (Rhode Island, US) and an Honorary Mr Kwek is an Executive Director of HLA. He is also the
Doctorate from Oxford Brookes University (UK). non-executive Chairman of Tasek Corporation Berhad
(TCB) and a non-executive Director of CDL, M&C and
In February 2015, Mr Kwek was also presented the China Yuchai International Limited (CYI). CDL, M&C, HLA,
Singapore Chinese Chamber of Commerce and Industry TCB and CYI are subsidiaries of HLIH and thus, related
SG50 Outstanding Chinese Business Pioneers Award. companies under the Hong Leong group of companies.
This award honours the Republics outstanding Chinese
business pioneers and their exemplary contributions to Mr Kwek has many years of experience in trading,
nation-building. manufacturing, property investment and development,
hotel operations, corporate finance and management.
20 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
BOARD OF
DIRECTORS
Appointed a Director of HLF on 1 September 2001, Appointed a Director of HLF since 23 April 2004, Mr Cheng
Mr Kwek was last re-elected as a Director on 23 April was last re-appointed as a Director on 23 April 2015
2013. He will be seeking re-election as a Director at the to hold office until the 2016 AGM pursuant to Section
2016 AGM. 153(6) which provision has since been repealed, and
will be seeking appointment as a Director at the 2016
Mr Kwek is the Assistant Managing Director of Hong AGM. Mr Cheng also sits on the Exco, Remuneration
Leong Holdings Limited. Committee ("RC") and SOSC and is the chairman of the
RMC and NC.
Mr Kwek has many years of experience in property
investment, property development and the building Mr Cheng retired as the Chief Executive Officer of POSBank
and construction materials business. in July 1997. Currently, Mr Cheng is the Chairman of
TeleChoice International Limited and TEE International
He was also appointed as Justice of the Peace by the Limited, and a Director of Pacific Andes Resources
Prime Ministers Office in May 2008 and was awarded Development Limited.
the Public Service Star (Bar) on National Day 2014.
Other appointments include being Chairman of the
Medifund Committee, Singapore General Hospital,
Vice-Chairman of the Board of Trustees, Consumers
Association of Singapore (CASE) Endowment Fund,
CHNG BENG HUA, 50 Advisor to POSBank and Chairman of the Investment
Non-Executive and Independent Director Panel of SPRING SEEDS Capital Pte. Ltd. He is also a
Director of Baiduri Bank Bhd, Brunei.
Appointed a Director of HLF since 1 July 2000, Mr Chng Mr Cheng holds a Bachelor of Arts Degree in Economics
was last re-elected as a Director on 23 April 2015. He (Honours) from the then University of Malaya in Singapore.
also sits on the Audit Committee (AC). He received the Public Administration Medal (Silver) in
1984, the Public Service Medal in 2001 and the Friend of
Mr Chng is an Executive Director and the Chief Executive Labour Award from the National Trades Union Congress
Officer of Compact Metal Industries Ltd. in 2008.
Mr Mattar sits on other bodies in both the private and RAYMOND LIM SIANG KEAT, 56
public sectors. In the preceding 3-year period, he was a Non-Executive and Independent Director
Director of Tiger Airways Holdings Limited until July 2014.
Other appointments include being a member of the Appointed a Director of HLF on 1 March 2012, Mr Lim
Public Service Commission and Council of Presidential was last re-elected as a Director on 23 April 2015. He
Advisers, and Pro-Chancellor of National University of also sits on the Exco and RMC.
Singapore.
Mr Lim is a former Cabinet Minister in the Singapore
Mr Mattar holds a Bachelor of Accountancy from the then Government and a Member of Parliament since 2001.
University of Singapore and a Master in Management from
the Asian Institute of Management (Makati, Philippines). Prior to entering politics in 2001, Mr Lim held various
He is also a member of the Institute of Singapore Chartered senior positions in the financial industry including as a
Accountants and is formerly a Senior Partner with an Managing Director of Temasek Holdings (Private) Limited,
international firm of public accountants. Group Chief Executive Officer of DBS Vickers Securities
Holdings Pte Ltd and Chief Economist for Asia with ABN
AMRO Asia Securities (Singapore) Pte Limited.
OPERATING AND
FINANCIAL REVIEW
Hong Leong Finance Limited (HLF or the Company), incorporated in 1961, is listed on the Singapore Exchange Securities
Trading Limited. It is the financial services arm of the Hong Leong Group Singapore. Today, HLF is Singapores largest finance
company with a network of 28 branches and 10 SME Centres island-wide, serving all walks of life encompassing the Small
and Medium Enterprises (SMEs) and retail customers. Its activities are principally governed by the Finance Companies Act
(Chapter 108) and regulated by the Monetary Authority of Singapore (MAS). The principal activity of its subsidiaries is the
provision of nominee services.
HLFs core business is taking of deposits from the public and provision of a suite of financial products and services that
include consumer and corporate loans and corporate advisory services. HLF is an active player in the SME market and a
pioneer in the Local Enterprises Financing Scheme (LEFS). With over 50 years of experience in helping SMEs build a strong
and solid platform for sustainable growth and success, HLF understands the needs of the SMEs well. Through its dedication
and commitment, serving the SME business community has evolved to be HLFs core business activity.
HLF is committed to strengthening its leadership status in the market and it believes that it takes more than just assets
to be a real leader. It is devoted to building mutually rewarding relationships with its customers and business partners,
understanding their financial needs and ensuring that it is with them every step of the way.
In line with its pledge to expand the provision of comprehensive and accessible financial services to the SMEs and the HDB
homeowners who are its core customers, HLF has been constantly developing and creating more value in its products and
services. The SME Centre @ Hong Leong Finance network has further strengthened its foothold in the SME market and
increased its visibility to businesses through its extensive branch network.
As value-add services to its corporate customers, HLFs full sponsorship status for the SGX Catalist Board enables it to be the
only finance company in Singapore to provide financial advisory and fund raising services to SMEs aiming to list on Catalist.
It also renders corporate advisory services to companies interested in listing on the Singapore Exchange and for mergers
and acquisitions, and underwrites the sale of shares by listed companies. Furthermore HLF is the first finance company
here to offer chequeing account services to its corporate loan customers and this capability has provided greater business
efficiency to customers in cash management. HLF continues to participate in SME related events and various government
initiatives dedicated to helping SMEs grow and seize business opportunities, thus reaffirming its unwavering support for
local entrepreneurs.
To maintain its competitive edge, HLF will remain steadfast in innovating and delivering customer-centric products and
services to assist both the retail and corporate customers in fulfilling their aspirations and achieving their financial goals.
25 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
FINANCIAL ANALYSES
Analysis of Performance
The financial statements are prepared in accordance with Singapore Financial Reporting Standards (FRS).
OPERATING AND
FINANCIAL REVIEW
2015 2014
cents cents
Pre-tax profit from operations before allowances/provision was $83.1 million in 2015, an increase of 6.9% from $77.8
million in 2014. The Group reported profit before tax of $86.7 million for 2015, an increase of $10.9 million or 14.6%
over the previous year. The results were arrived at after writing back provision/recoveries (net of top up of provision)
amounting to $3.6 million against an additional net allowance of $2.0 million in 2014. Group profit after tax for the
year registered an increase of $10.1 million or 16.0% over the previous year.
In December 2015, the Company through mediation reached a confidential settlement in respect of legal action it
has commenced earlier in the United States. Accordingly, the legal action has since been withdrawn. The settlement
together with provision for legal expenses in the matter no longer required has been included in allowances for/
reversal or recovery of doubtful debts and provision for settlements and costs relating to distribution of wealth
management products and impairment losses of other assets.
Net interest income/hiring charges increased by 8.8% to $162.1 million mainly due to higher loan base and loan yield.
Non-interest income increased to $12.8 million (2014 : $12.5 million) or by 3.0% in 2015. Fee and commission income,
the largest component of non-interest income, increased by 1.6% to $12.5 million from $12.3 million in 2014. Staff
costs for the year rose by 6.1% due to salary increment and provision for bonus. Higher depreciation on computer
equipment accounted for the increase in depreciation on property, plant and equipment with the successful
implementation of a technology refresh of the host computer systems during the year. An increase of 14.2% in other
operating expenses to $22.0 million was due mainly to increased business promotion expenses and operating lease
premises expenses. The cost to income ratio increased slightly to 52.5% from 51.8% a year ago.
Loans, advances and receivables (net of allowances) increased by 5.3% in 2015 to $10,091 million from $9,583 million.
The non-performing loans (NPL) ratio decreased marginally to an aggregate of 0.7% after accounting for recoveries
and write-offs. The NPL ratio comprised secured NPL of 0.6% (2014 : 0.7%), with the balance 0.1% (2014 : 0.1%) being
the unsecured portion which is fully covered by specific allowances.
Deposits and balances of customers amounted to $11,444 million as at 31 December 2015. The loans to deposits
ratio stood at 88% (2014 : 92%).
Return on equity was 4.4% in 2015, up from 3.8% in 2014 and return on assets was 0.6% in 2015, up from 0.5% in
2014. This is attributable to higher profits in 2015. Net assets per share rose to $3.80 in 2015 from $3.74 in 2014.
As detailed in the Chairmans Statement, an interim dividend of 4 cents per share (tax exempt one-tier) was paid
on 9 September 2015. With the proposed payment of a final dividend of 7 cents per share (tax exempt one-tier) in
respect of the financial year ended 31 December 2015, subject to the approval of shareholders, the total distribution
for 2015 will amount to approximately $49 million, compared to $44 million for 2014.
In the interval between the release of the preliminary financial statements and the latest practicable date prior to
the issue of this report, no development has occurred which would materially affect the operating and financial
performance of the Group.
27 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Overall, net interest income increased by 8.8% to $162.1 million in 2015 from $149.0 million in 2014 with a closing loans to
deposits ratio of 88% in 2015 (2014 : 92%). The increase in net interest income was due to higher loan base and loan yield.
Net interest income was the major source of income contributing 92.6% (2014 : 92.3%) to total income.
Net interest margin as a percentage of interest-bearing assets stood at 1.3% in 2015 (2014 : 1.3%).
2015 2014
Average Average Average Average
Balance Interest Rate Balance Interest Rate
$mil $mil % $mil $mil %
Interest-bearing Assets
Loans, advances and receivables 9,941 268.9 2.7 9,429 232.8 2.5
Singapore Government securities 1,296 17.4 1.3 1,236 16.1 1.3
Other assets 1,124 10.1 0.9 1,157 5.7 0.5
Total 12,361 296.4 2.4 11,822 254.6 2.2
Interest-bearing Liabilities
Deposits and balances of customers 10,667 134.2 1.3 10,094 105.5 1.0
Other liabilities 3 0.1 2.1 3 0.1 2.4
Total 10,670 134.3 1.3 10,097 105.6 1.0
The table below analyses the changes in net interest income in 2015 over 2014 due to changes in volume and changes in rates.
2015
Increase/(decrease) due to change in Volume Rate Total
$mil $mil $mil
Interest Income
Loans, advances and receivables 12.6 23.5 36.1
Singapore Government securities 0.8 0.5 1.3
Other assets (0.2) 4.6 4.4
Net 13.2 28.6 41.8
Interest Expense
Deposits and balances of customers 6.0 22.7 28.7
Other liabilities - - -
Net 6.0 22.7 28.7
OPERATING AND
FINANCIAL REVIEW
Non-Interest Income
Non-interest income increased by 3.0% to $12.8 million in 2015 (2014 : $12.5 million). Fee and commission income which
constituted 97.1% (2014 : 98.4%) of non-interest income was $12.5 million in 2015 compared to $12.3 million in 2014 due to
higher fee income from some lending products offset by a decrease in non-lending fee income.
Total non-interest income for 2015 was 7.4% of total income, down from 7.7% for 2014, with the non-lending portion
comprising 0.7% of total income (2014 : 1.5%).
Operating Expenses
Total operating expenses increased by 9.7% to $91.8 million in 2015 from $83.7 million in 2014.
Staff costs
- Short-term employee benefits 58.6 55.4 5.7
- Employers CPF contributions to defined contribution plans 6.4 5.6 13.7
- Share-based payments 0.5 0.7 (25.1)
65.5 61.7 6.1
Allowances for/Reversal or Recovery of Doubtful Debts and Provision for Settlements and Costs relating
to Distribution of Wealth Management Products and Impairment Losses of Other Assets
Reversal or recovery of doubtful debts and provision for settlements and costs relating to distribution of wealth management
products net of allowances for doubtful debts and impairment losses of other assets was a net reversal/recovery of $3.6
million in 2015, compared to a net charge of $2.0 million in 2014.
The increase in the loan portfolio in 2015 entailed a higher charge in general allowance during the year in line with industry
practice. Accordingly, general allowance for loans increased by $5.1 million for 2015 (2014 : $5.0 million). An additional
specific allowance for loans of $1.3 million was made in 2015 (2014 : $1.5 million).
Total Assets
Total assets were $13,287 million as at 31 December 2015, representing an increase of 8.4% over the figure of $12,262
million as at 31 December 2014.
Assets Mix
OPERATING AND
FINANCIAL REVIEW
With an increase in the loan portfolio, property related loans made up 82% of the total loan portfolio as at 31 December
2015 (2014 : 82%), with property loans other than housing/HDB home loans taking the bigger share at 66% of total
portfolio (2014 : 66%). The housing loans component stood at 16% of the total (2014 : 16%) inclusive of HDB home
loans of 9% (2014 : 9%).
Hire purchase loans formed 13% of total loan portfolio as at 31 December 2015 (2014 : 12%). Whilst such loans are
principally fixed rate in nature, the gross loans continue to be progressively reduced by monthly principal repayments
and early redemptions.
2015 2014
$mil % $mil %
2015 2014
$mil % $mil %
2015 2014
$mil % $mil %
2015 2014
2015 2014
2015 2014
OPERATING AND
FINANCIAL REVIEW
The loan portfolio includes secured non-performing loans of 0.6% of the portfolio in 2015 (2014 : 0.7%) together with
unsecured non-performing loans of 0.1% of the portfolio in 2015 (2014 : 0.1%). The Group currently maintains full
specific allowances for all non-performing loans where the net outstanding debt is not covered by the value of the
collateral held.
There are no loans and advances graded as doubtful as at 31 December 2015 and 2014.
The non-performing loans position graded in line with industry definition together with the security coverage is given
below.
Funding Sources
Total funding (including total equity) increased by 8.4% in 2015 to $13,287 million from $12,262 million in 2014. Customers
deposits remained the main funding source contributing 86.1% (2014 : 85.4%) of total funds. This funding source was $975
million or 9.3% higher in 2015 closing at $11,444 million from $10,469 million in 2014. There are no bank borrowings outstanding.
Capital Adequacy
The Groups capital adequacy ratio is higher than the minimum regulatory requirement. With the increase in the loan portfolio,
as at 31 December 2015, the capital adequacy ratio was 15.1% compared to 16.4% as at 31 December 2014.
2015 2014
$mil $mil
The Group has adopted the enhanced risk-based capital framework with effect from 1 January 2015, under which the capital
adequacy ratio for FY2014 translates to 16.2%. The capital adequacy ratio is marginally lower under this framework due to
additional capital set aside for operational risk, partially offset by reduction in risk weight for loans to certain individuals and
small businesses classified under regulatory retail asset class.
OPERATING AND
FINANCIAL REVIEW
OTHER INFORMATION
A review of the outlook for the Companys business can be found in the Chairmans Statement. Information on the background
of the Directors is presented in the section on the Board of Directors, whilst information on the background of other key
management personnel is set out below. Details of the Companys risk management policies and processes have been
included in the corporate governance section of this Annual Report 2015.
The President joined the Company in February 2002. He has extensive experience in the financial industry, having worked
in Barclays Bank Australia for 13 years and with Australian Guarantee Corporation Ltd, Sydney (AGC) from 1994 to January
2002. His last held appointment with AGC was as National Manager, Business Finance. He is currently the Chairman of the
Finance Houses Association of Singapore (appointed since 2014).
The Deputy President joined the Company in 2003. He has a wealth of experience from the banking industry, in particular in
the SME lending sectors, having worked in Tat Lee Bank Ltd/Keppel Tatlee Bank Ltd for over 27 years before its acquisition by
Oversea-Chinese Banking Corporation Limited (OCBC). His last held appointment with OCBC prior to joining the Company
was that of General Manager, International Banking Division.
Corporate
Governance Report
Hong Leong Finance Limited (HLF or the Company) is committed to maintaining high standards of business
integrity, professionalism and governance in its business dealings. The Company has complied with the
principles and guidelines of the Code of Corporate Governance 2012 (2012 Code) and where the Companys
practices differ from the 2012 Code, the Companys position in respect of such differences is explained in this
report.
BOARD MATTERS
For an overview of the Company, its objectives and strategies, please refer to the Operating and Financial
Review on page 24 and the Chairmans Statement on page 4 of this Annual Report (AR).
The Chairmans Statement identifies various stakeholder groups who impact the Companys strategy, growth
and reputation in the marketplace, particularly lending customers, business partners, deposit customers,
staff and shareholders. It provides an overview of profitability and sustainability as an integral part of the
Companys business strategy together with a statement of appreciation of these stakeholder groups.
Independent Judgement
All Directors are required to objectively discharge their duties and responsibilities in the interests of the
Company. Directors, who are in any way, directly or indirectly, interested in a transaction or proposed transaction
declare the nature of their interests in accordance with the provisions of the Companies Act, Chapter 50 and
the Finance Companies Act, Chapter 108, where applicable, and also voluntarily abstain from deliberation
on the same. The Board has established the Nominating Committee (NC) which recommends to the Board
the appointments/re-appointments to the Board and Board Committees and assesses the independence of
Directors. When assessing the independence of Directors, the NC takes into account the individual Directors
objectivity, independent thinking and judgement.
Corporate
Governance Report
The delegation of authority by the Board to the Board Committees and management committees enables the
Board to achieve operational efficiency by empowering these committees to decide on matters within their
respective terms of reference and/or limits of delegated authority, and yet without abdicating its responsibility.
Please refer to the sections on Principles 4, 5, 7, 8, 11, 12 and 13 in this report for further information on the
activities of the NC, RC, RMC and AC. Information on the activities of the Exco can be found under Principle 1
in this report while those of the SOSCs can be found in the Directors Statement on pages 65 to 67 and in the
Financial Statements on pages 91 to 95 of the AR.
Board Processes
Board and Board Committee meetings are held regularly, with the Board meeting no less than four times
a year. A meeting of the NEDs, chaired by the Lead Independent Director (Lead ID) is also held at least
once a year and as often as may be warranted by circumstances. The proposed meetings for the Board,
all Board Committees and the NEDs for each new calendar year are set out in a schedule of meetings and
notified to all Board members before the start of that calendar year. Additional meetings are convened as
and when circumstances warrant. Records of all such meetings including discussions on key deliberations and
decisions taken are maintained by the Company Secretary. The Companys Constitution (previously known as
the Companys Memorandum and Articles of Association) allow for the meetings of its Board and the Board
Committees to be held via teleconferencing. The Board and Board Committees may also make decisions by
way of circulating written resolutions.
The attendance of the Directors at meetings of the Board and the Board Committees, as well as the frequency
of such meetings during 2015, is disclosed below. Notwithstanding such disclosure, the Board is of the
view that the contribution of each Director should not be focused only on his attendance at meetings of
the Board and/or the Board Committees. A Directors contribution also extends beyond the confines of the
formal environment of such meetings, through the sharing of views, advice, experience and through strategic
networking relationships which would further the interests of the Company.
* Mr Kwek Leng Joo ceased to be a Director of the Company upon his demise on 16 November 2015.
37 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Corporate
Governance Report
Board Approval
The Board has in place an internal guide wherein certain key matters are specifically reserved for approval by
the Board and this includes the setting of strategic direction or policies or financial objectives which have or may
have material impact on the profitability or performance of the Company, decisions to commence, discontinue or
modify significantly any business activity or to enter into or withdraw from a particular market sector, corporate
or financial restructuring, significant amendments to the terms and conditions of existing borrowings other than
in the ordinary course of business, material acquisition and disposal of assets, adoption of corporate governance
policies and any other matters which require Board approval as prescribed under the relevant legislation as well
as the provisions of the Companys Constitution. Management is fully apprised of such matters.
The Company also has in place an authorisation matrix for various matters including limits for the granting
of loans, guarantees or other credit facilities, corporate finance activities, operation of banking accounts,
investments, capital expenditure and lease of properties.
The Exco comprises five Directors with the majority of its members being independent. The Excos principal
responsibility as set out in its terms of reference, approved by the Board, is to assist the Board in the discharge
of its duties including, in particular, assisting the Board in approving banking-related matters such as banking
facilities extended to the Company and the granting by the Company of loans, guarantees or credit facilities up
to a limit fixed by the Board, and approving acquisition/disposal of assets which are non-discloseable pursuant
to the Listing Manual of Singapore Exchange Securities Trading Limited (SGX-ST Listing Manual) up to a limit
authorised by the Board.
The Company also conducts a comprehensive induction programme for newly appointed Directors and for
existing Directors pursuant to their appointments to any of the Board Committees, which seeks to familiarise
Directors with the Companys business, board processes, internal controls and governance practices. The
induction programme includes meetings with various key executives of the Management and briefings on key
areas of the Companys operations.
For a first time Director who has no prior experience as a director of a listed company, in addition to the
induction as detailed above, he or she will be encouraged to also attend the Listed Company Director (LCD)
Programme conducted by the Singapore Institute of Directors (SID) in order to acquire relevant knowledge
of what is expected of a listed company director. Completion of the LCD Programme, which focuses on
comprehensive training of company directors on compliance, regulatory and corporate governance matters,
should provide the first time Director with a broad understanding of the roles and responsibilities of a director
of a listed company under the requirements of the Companies Act, Chapter 50, the SGX-ST Listing Manual and
the 2012 Code.
The Directors are also provided with updates and/or briefings from time to time by professional advisers,
auditors, Management and the Company Secretary in areas such as directors duties and responsibilities,
corporate governance practices, relevant legislation, risk management and financial reporting standards. The
Directors are regularly kept informed by the Company Secretary of the availability of appropriate courses,
conferences and seminars such as those run by the SID and the Directors are encouraged to attend such
training at the Companys expense.
38 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Corporate
Governance Report
Four in-house seminars were conducted by invited speakers in 2015, on topics relating to transfer pricing,
cyber security and big data analytics for companies, integrating sustainability for greater business value, financial
reporting surveillance program by the Accounting & Corporate Regulatory Authority, tax transparency and corporate
governance updates. In 2015, the Directors were also briefed by the Head of the Companys Compliance
department on amendments to Monetary Authority of Singapore Notice 824 to Finance Companies relating
to the Prevention of Money Laundering and Countering the Financing of Terrorism (AML/CFT) Finance
Companies, and also received specific update on technology risks and cyber security by the Companys external
IT consultants. In addition to the training courses/programmes and briefing updates, Directors are also at
liberty to approach Management should they require any further information or clarification concerning the
Companys operations.
The roles and responsibilities of these positions and members of the Management team and their reporting
relationships are set out in the Companys organisation structure, which is tabled annually and as and when
there are changes, for the Boards information. The Board retains the right to require any changes to the
organisation structure as it deems fit.
When determining the independence of the 5 IDs, the NC has considered their other directorships, annual
declarations regarding their independence, disclosures of interests in transactions in which they have a
direct/indirect interest, their ability to avoid any apparent conflicts of interests especially by abstaining from
deliberation on such transactions, and their ability to maintain objectivity in their conduct as Directors of
the Company. The 5 IDs are Mr Chng Beng Hua, Mr Bertie Cheng, Mr Poad Mattar, Mr Ter Kim Cheu and
Mr Raymond Lim.
In determining the independence of Mr Chng Beng Hua and Mr Bertie Cheng, both of whom have served on the
Board for more than nine years, the NC and the Board have given due consideration to the recommendation
under Guideline 2.4 of the 2012 Code that the independence of any director who has served on the Board
beyond nine years be subject to particularly rigorous review. The Board members had provided their views on
the independence of Mr Chng and Mr Cheng by taking into consideration factors such as whether they have
expressed their individual viewpoints and debated issues constructively during meetings of the Board and
Board Committees, whether they have constructively challenged and sought clarification from Management
as and when necessary and whether they have avoided apparent conflicts of interest by abstaining from
deliberation on matters in which they have an interest in. Having considered the feedback from the Board
members, the other directorships of Mr Chng and Mr Cheng and their annual declaration on independence,
the Board (with Mr Chng and Mr Cheng abstaining respectively in respect of the deliberation over their own
independence) concurred with the NCs determination that both Mr Chng and Mr Cheng are independent
39 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Corporate
Governance Report
notwithstanding they have served on the Board beyond nine years as they have continued to demonstrate
strong independence in character and judgement in the discharge of their responsibilities as Directors of the
Company. They had also avoided apparent conflicts of interests especially by abstaining from deliberation
on transactions in which they had a direct/indirect interest, and were able to maintain objectivity in their
conduct as Directors of the Company. They have objectively raised issues and sought clarification as and when
necessary from the Board, Management and the Groups external advisors on matters pertaining to their area
of responsibilities whether on the Board or on the Board Committees. The Company has also benefitted from
their years of experience in their respective fields of expertise.
NEDs Participation
NEDs are encouraged to participate actively in Board meetings in the development of the Companys strategic
plans and direction, and in the review and monitoring of Managements performance against targets. To
facilitate this, they are kept informed of the Companys businesses and performance through monthly and
quarterly reports from Management, and have unrestricted access to Management. They also sit on various
Board Committees and management committees to provide constructive input and the necessary review and
monitoring of performance of the Company and Management. Under the chairmanship of the lead independent
director, a meeting of the NEDs was convened in 2015 without the presence of Management and the Board
Chairman.
Corporate
Governance Report
The holding of dual roles of Board Chairman and MD by the same Director, together with the strengths brought
to these roles by a person of Mr Kwek Leng Bengs stature and experience has been considered by the Board.
There are internal controls in place to allow for effective oversight by the Board of the Companys business to
ensure an appropriate balance of power and authority is exercisable by the Board to enable objective decision
making in the interests of the Company. In view of the management structure in place, the Board is of the view
that it is currently unnecessary to effect a separation of the roles of the Board Chairman from that of the MD
to facilitate the Companys decision making and implementation process.
Taking cognizance of the non-separation of the roles of Board Chairman and MD, the Board has appointed
Mr Poad Mattar as Lead ID to serve as a sounding board for the Board Chairman and also as an intermediary
between the NEDs and the Board Chairman. The role of the Lead ID is set out under the written terms of
reference of the Lead ID, which has been approved by the Board. The Lead ID is available to shareholders
where they have concerns and for which contact through the normal channels of the Chairman or the Senior
Management team has failed to resolve or is inappropriate. No query or request on any matter which requires
the Lead IDs attention was received from the shareholders in 2015. Under the chairmanship of the Lead ID,
a meeting of the NEDs was convened in 2015 without the presence of Management or the Board Chairman.
The NCs responsibilities as set out in its written terms of reference approved by the Board, is to review all Board
and Board Committees composition and membership, board succession plans for the Directors, determine
each Directors independence annually and as and when circumstances require, evaluate performance of the
Board as a whole, its Board Committees and the individual Directors, review appointments and resignations
of the Senior Management team and review Directors training and continuous professional development
programme. The Company Secretary maintains records of all NC meetings including records of discussions on
key deliberations and decisions taken.
For the financial year under review, the NC conducted a self-assessment of its own effectiveness in the
discharge of its roles and responsibilities, which was facilitated through the use of a self-assessment checklist
(NC Self-Assessment Checklist).
The NC Self-Assessment Checklist covered, inter alia, the responsibilities of the NC under its terms of reference,
and considered also the contribution of NC members to the deliberation and decision making process at NC
meetings.
Based on the self-assessment, the NC believes that it has fulfilled its responsibilities and discharged its duties
as set out in its terms of reference.
41 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Corporate
Governance Report
Re-nomination of Directors
The NC reviews annually the nomination of the relevant Directors for re-election and appointment as well as
the independence of Directors. When considering the nomination of Directors for re-election and appointment,
the NC takes into account their contribution to the effectiveness of the Board as well as their time commitment
especially for Directors who have multiple listed company board representations and/or other principal
commitments, and also reviews their independence.
The Constitution of the Company provides that not less than one-third of the Directors except for the MD for the
time being shall retire as Directors at each annual general meeting of the Company (AGM). All new Directors
appointed by the Board shall hold office until the next AGM, and be eligible for re-election at the said AGM.
In accordance with the Constitution of the Company, Mr Kwek Leng Kee and Mr Poad Mattar will be retiring at
the forthcoming AGM (2016 AGM) and being eligible have offered themselves for re-election.
Mr Kwek Leng Beng and Mr Bertie Cheng who were re-appointed as Directors to hold office until the 2016 AGM
under section 153(6) of the Companies Act, Chapter 50, which provision has since been repealed, have also
offered themselves for appointment as Directors at the 2016 AGM.
In reviewing and recommending to the Board any new Director appointments, the NC considers: (a) the
candidates track record, experience and capabilities, or such other factors including age and gender as may be
determined by the NC to be relevant and which would contribute to the Boards collective skills and diversity;
(b) whether the candidate is fit and proper in accordance with MAS fit and proper criteria (which requires the
candidate to be competent, honest, to have integrity and be of sound financial standing); (c) any competing
time commitments if the candidate has multiple listed company board representations and/or other principal
commitments; (d) the candidates independence, in the case of the appointment of an independent NED; and
(e) the composition requirements for the Board and Board Committees after matching the candidates skill set
to the requirement of the relevant Board Committees (if the candidate is proposed to be appointed to any of
the Board Committees).
As a finance company, all new appointments to the Board are subject to the approval of the MAS.
Corporate
Governance Report
It is recommended under the 2012 Code that the Board consider providing guidance on the maximum number
of listed company board representations which each Director of the Company may hold in order to address
competing time commitments faced by Directors serving on multiple boards. Excluding the directorship held
in the Company, the number of listed company board representations currently held by:
each non-Independent Director did not exceed 5, all being representations on the boards of related
companies of the Company.
Having considered this issue, the NC does not recommend setting a maximum number of listed company
board representations that a Director may hold. The Board considers an assessment of the individual Directors
participation as described above to be more effective for the Company than to prescribe a numerical limit
on the number of listed company directorships that a Director may hold. It would not wish to omit from
consideration suitable individuals who, despite the demands on their time, have the capacity to participate
and contribute as members of the Board.
In addition, a policy has been put in place for Directors to consult the Board Chairman and the chairman of
the NC prior to accepting any new principal commitments or listed company board appointments. This would
allow the Directors to review their time commitments with the proposed new appointments and in the case of
an independent Director, to ensure that his independence would not be affected.
Board Development
The NC reviews the training and development of the Directors to ensure that Directors receive appropriate
development on a continuing basis, to perform their roles on the Board and where applicable, the Board
Committees. The Directors are provided with updates and/or briefings to assist them to properly discharge their
duties. The briefings are conducted either internally with invited speakers, or externally, at the Companys expense.
A separate programme is established for new Directors, details of which together with details of the internal briefing
and updates provided to the Directors in 2015 are set out in the paragraph above under the subject heading Board
Orientation and Training.
The Board is kept apprised twice yearly on a list of training programmes attended by the Directors during the
year.
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Corporate
Governance Report
The NCs assessment of the performance of the Board Committees is assisted by the self-assessment checklists
of the NC, RC, RMC and the AC as well as reports provided by the chairmen of the Exco and SOSC.
The annual evaluation process for each individual Directors performance comprises three parts: (a) background
information concerning the Director including his attendance records at Board and Board Committee meetings;
(b) questionnaire for completion by each individual Board member; and (c) NCs evaluation based on certain
assessment parameters. The questionnaires and the assessment parameters were recommended by the NC and
approved by the Board. The completed questionnaires are then reviewed by the NC before the NC completes its
evaluation of the individual Directors.
When deliberating on the performance of a particular Director who is also a member of the NC, that member
abstains from the discussions in order to avoid any conflict of interests.
The results of the individual evaluation of each of the Directors are also used by the NC, in its consultation with the
Board Chairman (who is also a member of the NC), to review, where appropriate, the composition of the Board and
Board Committees, and to support its proposals, if any, for appointment of new members and its recommendations
for the appointment and re-election of retiring Directors. Comments from the Directors, if any, concerning the
Board as a whole and the general performance of the Directors, are also presented to the Board.
The quantitative criteria used to evaluate the overall Board performance comprises the Companys monthly and
year-to-date performance as compared to corresponding periods in the preceding year and the budget; quarterly
performance indicators which include a comparison of the Companys performance for the financial period under
review against the performance of the Company and comparable industry players for the corresponding period.
Corporate
Governance Report
Draft agendas for Board and Board Committee meetings are circulated to the Board Chairman and the
chairmen of the Board Committees, in advance, for them to review and suggest items for the agenda. The
Board and the Board Committees are also furnished with routine reports, where applicable from the various
departments of the Company. Each of the chairmen of the AC, NC, RC, SOSC and Exco provides an annual
report of the respective committees activities during the year under review to the Board. The chairman of
the RMC provides reports to the Board twice yearly on its activities. The minutes of meetings of the Board
Committees are circulated to all Board members.
Company Secretary
The Company Secretary, whose appointment and removal are subject to the Boards approval, attends all
Board meetings and meetings of the AC, NC, RC, SOSC and RMC and ensures that all Board procedures are
followed. The Company Secretary, together with Management, also ensures that the Company complies with
all applicable statutory and regulatory rules. Together with Management, she also advises the Board Chairman,
the Board and Board Committees on corporate governance matters and assists to implement and strengthen
corporate governance practices and processes, including facilitating orientation for newly appointed Directors
and appointments to Board Committees, and continuing training and development for the Directors.
On an on-going basis, the Directors have separate and independent access to the Company Secretary, whose
duties and responsibilities are clearly defined.
REMUNERATION MATTERS
The Company has in place a remuneration framework (which covers all aspects of remuneration) for the
Directors and the KMP. The Company currently identifies its MD who is the only Executive Director of the
Company, the President and the Deputy President as its KMP. The KMPs contracts of service which have been
reviewed by the RC do not contain any unfair or unreasonable termination clauses.
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Corporate
Governance Report
All the members of the RC also sit on the SOSC and the chairman of the RC is also the chairman of the SOSC. The
RC has access to appropriate advice from the Companys Head of Human Resources (HR Head), who attends
all RC meetings. No remuneration consultants from outside the Company were appointed. The Company
Secretary maintains records of all RC and SOSC meetings including records of discussions on key deliberations
and decisions taken.
Two meetings of the RC were convened during 2015. For the financial year under review, the RC conducted a
self-assessment of its own effectiveness in the discharge of its roles and responsibilities, which was facilitated
through the use of a self-assessment checklist (RC Self-Assessment Checklist).
The RC Self-Assessment Checklist covered, inter alia, the responsibilities of the RC under its terms of reference,
and considered also the contribution of RC members to the deliberation and decision making process at RC
meetings.
Based on the self-assessment, the RC believes that it has fulfilled its responsibilities and discharged its duties
as set out in its terms of reference.
to ensure that the remuneration packages are competitive in attracting and retaining employees capable
of meeting the Companys needs;
to reward employees for achieving corporate and individual performance targets in a fair and equitable
way; and
The compensation packages for the KMP comprise a fixed component (in the form of a base salary and fixed
allowances), a variable component (which would normally comprise short-term incentives in the form of
year-end and variable bonuses and long-term incentives in the form of the grant of share options subject to
a vesting schedule) and benefits-in-kind, if any. The variable components take into account amongst other
factors, the KMPs performance, the Companys performance and industry practices.
In determining the variable component for a KMP, the KMPs individual performance is taken into consideration
together with any annual guidance from the National Wages Council, competitive market practices and
information gathered from market surveys conducted by the Companys Human Resources department.
This is then reviewed along with the Companys performance, taking into consideration specific indicators
tracked over time which align with shareholders interest. Besides profitability, the growth and the quality of
the Companys core business are also taken into account with the monitoring of the size and robustness of its
loan assets and the level of non-performing loans.
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When reviewing the structure and level of Directors fees, the RC takes into consideration the Directors
respective roles and responsibilities in the Board and Board Committees and the changes in the business,
corporate governance practices and regulatory rules. The RC also compares the Companys fee structure
against industry practices. Other factors taken into consideration in the fee review includes frequency of
Board and Board Committee meetings, corporate performance for the financial year under review as well as
the corporate and economic outlook in the new financial year, and the interval since the last fee review. No
Director is involved in deciding his own remuneration.
As one of the objectives for the implementation of the SOS including the extension thereof is to make the total
compensation of the participants more attractive and competitive in order for the Company to attract, retain
and motivate good employees, the Company does not require the KMP to continue to hold their shares upon
exercise of the options after the vesting period. Options granted under the SOS to KMP vest progressively over
a period of three years. To-date, the Company has granted only Market Price (as defined in the SOS) options.
Information on the SOS is set out in the Directors Statement on pages 65 to 67 and the Financial Statements
on pages 91 to 95 of the AR.
The Company does not discourage Directors from holding shares in the Company. There is however no
requirement under the Companys Constitution for Directors to hold shares in order to be qualified to act
as a Director. The RC has considered and decided that the grant of options under the SOS to NEDs is not
appropriate and should not be used as a scheme to encourage NEDs to hold shares in the Company. The RC
has also considered and is satisfied that the payment of Directors fees to the NEDs in cash is appropriate
under the present circumstances.
Since 2014, the letter of offer of options to eligible participants (including the KMP) under the SOS includes a
claw-back provision which gives the Company the right to recover or cancel the options (whether in whole or
in part, before they are exercised) in the event of exceptional circumstances involving a misstatement of the
financial results of the Company for the financial year on which the grant is based, or any misconduct by any
employee of the Company, resulting in financial loss to the Company.
Corporate
Governance Report
The remuneration of each Director including a breakdown (in percentage terms) earned through base salary,
variable bonuses/allowances, fees, share option grants and other benefits for FY 2015, is set out below:
Total Board/
Remuneration Variable Board Share
(nearest Base Bonuses/ Committee Option Other
Name of Director thousand) Salary(1) Allowances(1) Fees(2) Grants(3) Benefits Total
$ % % % % % %
Executive Director
1. Kwek Leng Beng (MD) 2,084 47 41 8 2 2 100
Non-executive Directors
2. Kwek Leng Joo(4) 53 - - 100 - - 100
3. Kwek Leng Peck 123 - - 100 - - 100
4. Kwek Leng Kee 60 - - 100 - - 100
5. Chng Beng Hua 100 - - 100 - - 100
6. Cheng Shao Shiong 235 - - 99 - 1 100
@ Bertie Cheng
7. Poad bin Shaik 164 - - 100 - - 100
Abu Bakar Mattar
8. Ter Kim Cheu 135 - - 100 - - 100
9. Raymond Lim 120 - - 100 - - 100
Siang Keat
Notes:
(1) The salary and variable bonuses/allowances are inclusive of employers central provident fund contributions.
(2) These fees comprise Board and Board Committee fees (excluding AC and RMC fees) for FY 2015, which are subject to approval by shareholders
as a lump sum at the 2016 AGM as well as the AC and RMC fees for FY 2015 that have already been approved by shareholders at the 2015 AGM.
(3) These relate to options granted during FY 2015. The fair value of the options as at the date of grant is $0.3076 for each share under option taking
into account the vesting schedule using the Black-Scholes Option Pricing Formula.
(4) Mr Kwek Leng Joo ceased to be a Director of the Company upon his demise on 16 November 2015.
48 HONG LEONG FINANCE LIMITED
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Governance Report
Each of the Directors receives a base Directors fee, with the MD receiving an additional fee for serving as the
Board Chairman. The Lead ID also receives an additional fee to reflect his expanded responsibility. Directors
who serve on the various Board Committees also receive additional fees in respect of each Board Committee
that they serve on, with the chairmen of the Board Committees receiving a higher fee in respect of their service
as chairman of the respective committees. The structure of fees paid or payable to Directors of the Company
for FY 2015 is as follows:
Remuneration of Key Management Personnel (not being a Director or Chief Executive Officer) for FY
2015
The Board does not believe it is in the interest of the Company to disclose the FY 2015 remuneration of
its President and Deputy President, being currently identified as the Companys KMP (not being a Director),
nor the aggregate remuneration paid to its KMP for FY 2015, having regard to the highly competitive human
resource environment.
Corporate
Governance Report
Management provides all Directors with monthly financial results including analysis of the same which are
submitted within 30 days of each month end.
build on existing developments in governance and risk management to create an effective system for
management of the risks the Company incurs, supported by appropriate tools;
ensure the current operating system delivers the information needed for risk management; and
The Company believes that a strong risk management process will support effective capital allocation and
management and, through this, increase shareholders value. It is also with this process that risk and return are
evaluated with a goal of producing sustainable revenue and reducing earnings volatility. The maintenance of a
strong control framework is a high priority and is the foundation for the delivery of effective risk management.
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Corporate
Governance Report
A strong risk governance structure is maintained to strengthen risk evaluation and management, whilst
positioning the Company to manage the changing dynamic environment in an efficient and effective manner.
Governance is maintained through delegation of authority from the Board, down through the management
hierarchy, and supported by a committee based structure. The risk governance structure is reviewed regularly
against best practices as set out in the industry and regulatory guidance. The Board establishes and oversees
the Companys risk management framework; and ensures the adequacy of independent risk management
systems and practices. Thus, the Board has overall responsibility for determining the type and level of business
risks that the Company undertakes to achieve its corporate objectives. To assist the Board in fulfilling its duties,
the RMC, a dedicated risk committee at board level oversees and reports to the Board on matters relating
to the risk management function of the Company. The RMC reviews the adequacy and effectiveness of and
approves the risk management framework, related risk management policies and systems. It also oversees
the establishment and operation of the risk management systems that are in place. The RMC comprises four
Directors, three of whom are NEDs. The members of the RMC possess the relevant business experience and
are therefore suitably qualified to discharge their responsibilities. The Company Secretary maintains records
of all RMC meetings including records of discussions on key deliberations and decisions taken.
During the year, the RMC did a self-assessment of its performance based on the self-assessment checklist (RMC
Self-Assessment Checklist). The RMC Self-Assessment Checklist covered, inter alia, the responsibilities of the
RMC under its terms of reference. Based on the self-assessment, the RMC was of the view that it has fulfilled its
responsibilities and discharged its duties as set out in its terms of reference.
Management, through its various committees, is accountable to the Board for ensuring the effectiveness of
the risk management framework established by the Board.
A risk management team supports the RMC for maintaining an effective control environment that reflects
established risk appetite and business objectives. The risk management team is independent of the business
units, and performs the role of implementing risk management policies and procedures.
The business units, being the first line of defence against risk, are responsible for identifying, mitigating and
managing risk within their lines of business. These units ensure that their day-to-day business activities are carried
out within the established risk policies, procedures and limits for optimal performance.
All the Companys business activities involve, to varying degrees, the analysis, evaluation, acceptance and
management of risks or combinations of risks. The principal risks of the Company comprise strategic, credit,
market and operational risks. Significant business risks are identified and a risk management action plan
focusing on four main aspects, namely, Board oversight, senior management accountability, sound and well-
documented risk policies and strong risk management, monitoring and control capabilities, implemented. The
risk management policies are designed to identify and analyse the various risks, to set appropriate risk limits
and controls, and to monitor the risks and adherence to limits by means of reliable information systems. Risk
profiles, exposures and trends are regularly reported to Management and the RMC for review and appropriate
action. The Company regularly reviews its risk management policies and systems to reflect changes in markets,
products and emerging best practice.
The Company recognises that the risk management process is an on-going process and will thus continuously
ensure that the Companys current risk management system and processes are in line with regulatory
guidelines and industry best practices.
In the following paragraphs, a description is given of the way the various risk types are measured and managed
in the Company.
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Strategic Risk
Strategic risk is the risk that adverse business decisions, ineffective or inappropriate business plans or failure
to respond to changes in the competitive environment, business cycles, customer preferences, product
obsolescence, execution and/or other intrinsic risks of business will impact the Companys ability to meet
its objectives. The Company is mindful of the changes in its operating environment from time to time and
is constantly monitoring and reviewing the economic and strategic risks of the Company in order to be able
to enhance the management of the same. An integrated business planning and budget process is used to
help manage strategic risk. A key component of this process is the alignment of strategies, goals, tactics and
resources by the various business units and support departments. A planning process flows through the
business units, identifying business unit plans that are aligned with the Companys direction.
Credit Risk
Credit risk is the risk of loss resulting from the failure of borrowers and/or counterparties to meet their debt
or contractual obligations. The risk is managed to achieve sustainable and superior risk-reward performance
whilst maintaining exposures within acceptable risk appetite parameters. This is achieved through the
combination of governance, policies, systems and controls, underpinned by sound judgement. The failure to
effectively manage credit risk across the Company and all products, services and activities can have a direct,
immediate and material impact on the Companys earnings and reputation. Credit risk is undertaken that
meets internal underwriting standards. This ensures that risks are commensurate with potential returns that
enhance shareholder value.
The Company has a Credit Risk Management policy to document and formalise the credit risk framework.
This policy sets forth credit risk principles and details how the risks are managed in the Company. It is
supplemented by the Credit Manual which details the process and management relating to credit transactions.
The comprehensive credit risk framework ensures that all credit risks arising from each business are identified,
analysed and monitored. Credit stress testing is also conducted periodically to determine the impact of security
values and other stress parameters on the Companys loan portfolios. This stress testing allows the Company
to assess the potential credit impact to losses arising from unlikely but plausible adverse events.
Credit risk analysis focuses on ensuring that credit risks are identified in order that a balanced assessment
can be made accordingly. Loans and advances to customers provide the principal source of credit risk to the
Company. The value of outstanding loans and advances balances, their risk profile, and potential concentrations
within them can therefore have a considerable influence on the level of credit risk. The Company addresses
credit risk concentration by setting a credit portfolio mix limit and monitoring the limit on a regular basis.
Management periodically reviews the loans portfolio and concentration risk reports to monitor for undue
credit concentrations. More details on credit risk could be found in the Financial Statements on pages 108 to
111 of the AR.
Market Risk
Market risk is the risk that values of assets and liabilities or revenues will be adversely affected by changes in
market conditions such as interest rate movement. Traditional financial activities, such as lending and deposit
taking, expose the Company to market risk, of which interest rate risk is a large component. Market risk also
includes the risks of market access for funding and liquidity.
The objective of balance sheet interest rate risk management is to secure stable and optimal net interest
income over both the short and long term. Interest rate risk arises primarily from the fact that financial
assets and liabilities typically reprice at different points in time. In liquidity risk management, the Company
ensures that cash flow requirements of depositors and borrowers, as well as the Companys operating cash
needs are met taking into account all on and off-balance sheet funding demands. Liquidity risk management
also includes ensuring cash flow needs are met at a reasonable cost. The liquidity funding requirements are
integrated into the liquidity risk management policy with its aim to ensure that the Company has a stable
diversified funding base without over-reliance on any one market segment. Liquidity contingency funding
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Corporate
Governance Report
plans are in place to identify potential liquidity crises using early warning indicators and to handle unexpected
liquidity disruptions. Crisis escalation procedures, decision making authorities and various strategies including
funding, communication and courses of action to be taken have been developed to minimise the impact of any
liquidity crunch. The Assets and Liabilities Committee, comprising Management, reviews policies, strategies
and limits in the management of market risk. The RMC assists the Board in ensuring the effective management
of the market risk process.
Analyses of cash flow, re-pricing mismatches, present value of a basis point impact of assets and liabilities
and simulation modelling are performed to determine the net funding requirements as well as the interest
rate risk profile. Tolerance tenor limits on the mismatches of liquidity and interest rates as well as risk ratios
are established and monitored periodically. These limits serve to control the overall extent and composition
of respective liquidity and interest rate risks taken. Liquidity stress testing is performed to assess and plan for
the impact of various scenarios which may put the Companys liquidity at risk. The Company implements the
Asset and Liability Management and Funds Transfer Pricing (FTP) software systems to enhance market risk
management. Interest rate risk sensitivity analyses are performed under various interest rate scenarios using
dynamic simulation modelling. The FTP system, being an internal management pricing system, allows for the
monitoring of net interest margin. It complements the performance measurement process by incorporating
cost of funds dimension to the balance sheet. More details on liquidity and interest rate risks could be found
in the Financial Statements on pages 112 to 118 of the AR.
Operational Risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems
or external events that are neither market nor credit related. Operational risk is inherent in the Companys
business activities as well as the internal processes that support those business activities, and can lead to
reputational damage, financial loss or have regulatory consequences. It includes fraud, errors from execution,
delivery and transaction processing, natural disasters, systems failure, and outsourced service providers
misperformance.
The Company has put in place an operational risk framework that assists all departments to achieve their
objectives through the effective identification, assessment, measurement, control and mitigation of their risks.
The framework protects the Company from potential financial loss or damage to its reputation, its customers
or staff and ensures that it meets the necessary regulatory and legal requirements. The daily management
of operational risk exposures is through a comprehensive system of internal controls to ensure that
operational policies and procedures are being adhered to at different levels throughout the Company. The
Companys operational risk self-assessment framework incorporates the mapping of risks into risk categories,
monitoring of key risk indicators and loss events reporting. Action plans are formulated based on the severity
of the assessed residual risks after considering mitigating controls. This is augmented through the use of a
system that supports the operational risk management framework. Every department performs this regular
self-assessment and ensures a proper control environment, which includes technology risk and data loss
prevention. The internal audit function checks the system of internal controls through regular and on-going
audit procedures and reports on the effectiveness of internal controls to Management and the AC.
The Company strives to mitigate risks of business disruptions in the event of unforeseen disasters through
the planning and building of business resilience in the Company. This program includes identification
of key business processes and systems through a Business Impact Analysis and the documentation and
maintenance of Business Continuity Plans (BCP). Simulation exercises are conducted to test the BCP and
crisis management protocol. The BCP objectives are targeted at minimizing the impact of business disruptions
arising from severe loss scenarios and to ensure the availability of critical business functions until business
operations are back to normal. The crisis management structure includes incident management, escalation,
and activation of the crisis management and recovery teams. On an annual basis, Management provides
an attestation to the RMC on the state of Business Continuity Management and the extent of alignment of
Business Continuity Practices to regulatory guidelines and disclosure of residual risk.
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Governance Report
The Companys reputation and financial soundness are of fundamental importance to the Company and to
its customers, shareholders and employees. Managing reputation risk is an essential role of Management as
it has the potential to impact earnings, ability to maintain existing or establish new business relationships
and access to sources of funding. The Company seeks to manage and minimize reputation risk through its
corporate governance structure and operational risk management framework.
Internal Controls
The Directors recognise that they have overall responsibility to ensure proper financial reporting for the
Company and effectiveness of the Companys system of internal controls including financial, operational,
compliance and IT controls, and risk management policies and systems.
The internal controls structure of the Company has been designed and put in place by Management to provide
reasonable assurance against material financial misstatements or loss, for the safeguarding of assets, for
the maintenance of proper accounting records, for the provision of financial and other information with
integrity, reliability and relevance, and in compliance with applicable legislation. However, no internal controls
system can provide absolute assurance in view of inherent limitations of any internal controls system against
the occurrence of human and system errors, poor judgement in decision making, losses, fraud or other
irregularities.
The Board has received written assurance from the Senior Management team that:
(a) the Companys financial records have been properly maintained and the financial statements give a
true and fair view of the Companys operations and finances; and
(b) the Companys risk management and internal control systems in place were adequate and effective to
address in all material aspects the financial, operational, compliance and information technology risks
in the context of the current scope of the Companys business operations.
The AC reviewed the adequacy of the Companys internal controls that address the Companys financial,
operational, compliance and IT controls, and risk management systems, with the assistance of the RMC,
Management, the Risk Management and Credit Control departments, Compliance department and the internal
and external auditors.
Based on the work performed by Internal Audit (IA), and the statutory audit by KPMG LLP (KPMG), as well
as the assurances from the Senior Management team, the Board with the concurrence of the AC, is satisfied
that the system of risk management and internal controls in place as at 31 December 2015 to address in all
material aspects the financial, operational, compliance and information technology risks, is adequate and
effective in the context of the current scope of the Companys business operations.
With the current composition, the AC believes that it has the relevant accounting or related financial
management expertise and experience to discharge its functions within its written terms of reference which
has been approved by the Board.
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Corporate
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The principal responsibility of the AC is to assist the Board in maintaining a high standard of corporate
governance, particularly by providing an independent review of the effectiveness of the Companys financial
reporting process (including reviewing the accounting policies and practices of the Company) and internal
controls, including financial, operational, compliance, IT and risk management controls. Other duties within its
written terms of reference include:
to review with Management and, where appropriate, with the external auditors the quarterly and full
year financial statements before their submission to the Board to ensure their completeness, consistency
and fairness;
to monitor the integrity of the financial statements of the Company to be announced or reported and
any other formal announcements relating to the Companys financial performance;
to monitor and assess the role and effectiveness of the IA function in the overall context of the Companys
internal controls and risk management systems;
to review and approve the annual audit plans of the external and internal auditors;
to review, on an annual basis, the scope and results of the external audit and its cost-effectiveness and
the independence and objectivity of the external auditors; and also to review on a periodic basis the
nature and extent of any non-audit services provided by the external auditors to the Company;
to review annually with Management, the internal and external auditors the results of their review
and evaluation of the Companys internal controls, including financial, operational, compliance and IT
controls, and risk management policies and systems and report to the Board annually on the adequacy
and effectiveness of such internal controls;
to make recommendations to the Board on the nomination for the appointment, re-appointment and
removal of external auditors, and to approve the remuneration and terms of engagement of the external
auditors;
to review interested person transactions falling within the scope of Chapter 9 of the SGX-ST Listing Manual;
and
to review the Companys whistleblowing policy and arrangements put in place for raising concerns about
possible improprieties in matters of financial reporting or any other matters.
The AC held six meetings during the year and carried out its duties as set out within its terms of reference. The
Company Secretary maintains records of all AC meetings including records of discussions on key deliberations
and decisions taken. The AC meets with the internal and external auditors, each separately without the
presence of Management, annually.
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Governance Report
For the financial year under review, the AC conducted a self-assessment of its own effectiveness in the
discharge of its roles and responsibilities. The assessment was facilitated through the use of a self-assessment
checklist (AC Self-Assessment Checklist).
The AC Self-Assessment Checklist covered, inter alia, the responsibilities of the AC under its terms of reference,
and also considered the contribution of AC members to the ACs deliberation and decision making process.
Based on the self-assessment, the AC believes that it has fulfilled its responsibilities and discharged its duties
as set out in its terms of reference.
External Auditors
Taking cognizance that the external auditors should be free from any business or other relationships with the
Company that could materially interfere with their ability to act with integrity and objectivity, the AC undertook
a review of the independence of KPMG and gave careful consideration to the Companys relationships with
them during 2015. In determining the independence of KPMG, the AC reviewed all aspects of the Companys
relationships with them including the processes, policies and safeguards adopted by the Company and KPMG
relating to audit independence. The AC also considered the nature of the provision of the non-audit services
in 2015 and the corresponding fees and ensured that such non-audit fees did not impair or threaten the audit
independence. Based on the review, the AC is of the opinion that KPMG is, and is perceived to be, independent
for the purpose of the Companys statutory financial audit. For details of the fees paid and/or payable to KPMG
in respect of audit and non-audit services for FY 2015, please refer to note 21 of the Notes to the Financial
Statements on page 104.
In reviewing the nomination of KPMG for re-appointment for the financial year ending 31 December 2016, the
AC considered the adequacy of the resources, experience and competence of KPMG including its Audit Quality
Indicators information. Consideration was also given to the engagement partner and key team members
overall business acumen, knowledge and experience in the financial services industry. The size and complexity
of the audit of the Company and the level of audit fee were further taken into account. The AC also considered
the audit teams ability to work in a co-operative manner with Management whilst maintaining integrity and
objectivity and to deliver their services professionally and within agreed time-lines. The AC also appreciated
the candour of the external auditors in discussions on audit issues with the AC, both in a private session and
during meetings.
KPMG has confirmed that they are registered with the Accounting and Corporate Regulatory Authority. The
Company is thus in compliance with Rule 712 and Rule 715 of the SGX-ST Listing Manual in relation to the
appointment of the auditors of the Company and its subsidiaries.
On the basis of the above, the AC has recommended to the Board the nomination of KPMG for re-appointment
as external auditors at the 2016 AGM.
A list of related parties and interested persons is maintained by the Company for monitoring purposes.
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Governance Report
Particulars of interested person transactions required to be disclosed under Rule 907 of the SGX-ST Listing
Manual are as follows:
* This relates to the value of a lease of premises by the Company from an Interested Person for a lease tenure of 3 years for its branch operations.
** The Company has not sought any shareholders mandate for interested person transactions pursuant to Rule 920.
The above interested person transactions were carried out on normal commercial terms and were not
prejudicial to the interests of the Company and its minority shareholders.
Whistleblowing Policy
HLF has in place a whistleblowing policy where staff of the Company or other persons can raise in confidence,
whether anonymously or otherwise, concerns on possible improprieties relating to accounting, financial
reporting, internal controls and auditing matters or other matters without fear of reprisals in any form. The AC
has the responsibility of overseeing this policy which is administered by the Head of IA. Under these procedures,
arrangements are in place for independent investigation of such matters raised and for appropriate follow up
action to be taken. For more details on the said policy including the procedures for raising concerns, please
refer to the Companys website at www.hlf.com.sg.
IA operates within the framework stated in its IA Charter which is approved by the AC, and reviewed on
an annual basis. The standards of the IA Charter are consistent with the International Standards for the
Professional Practice of Internal Auditing set by the Institute of Internal Auditors.
Processes are in place to ensure that the professional competence of the IA staff is maintained or upgraded
through training programmes, and the AC reviews on an annual basis the continuing professional education
programme for the IA team which comprises technical and non-technical training for professional and personal
development of the IA staff.
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The AC approved the annual IA plan in January 2015 and received regular reports during 2015 on the progress
of the audit work under the IA plan. IA observations on operational and human lapses and recommendations to
address them were also reviewed and discussed at the AC meetings. The AC was satisfied that recommendations
made were dealt with by Management in a timely manner with any outstanding recommendations being
closely monitored and reported back to the AC.
The AC reviewed the effectiveness and adequacy of the IA function including its resources through a review of
the IA activities on a quarterly basis as well as its annual assessment of the IA function. The assessment was
facilitated through the use of an evaluation framework which covers IA organisation, resources and continuing
training, audit plans, work scope, quality of reports and recommendations, IA Charter and IA internal control
assessment. Based on the assessment, the AC is satisfied with the quality and effectiveness of the IA function
and that the IA function is currently adequately resourced and has appropriate independent standing within
the Company to perform its functions effectively.
The external assessor appointed by the Company to provide an independent review of the IA function had
issued its report in May 2015 with certain recommendations to further improve IAs effectiveness. The AC and
Management have considered the report by the external assessor and accepted their recommendations as
well as IA action plan to the extent as appropriate. IA is in the midst of implementing those recommendations.
All shareholders are entitled to attend and vote at general meetings in person or by proxy. The rules including
the voting procedures are set out in the notice of general meetings. Shareholders may appoint one or two
proxies each to attend and vote at general meetings in their absence. In the case of shareholders who are
relevant intermediaries, more than two proxies each may be appointed. In accordance with the Companys
Constitution, the proxy forms must be deposited with the Company not less than forty-eight (48) hours before
the time set for the general meetings.
Corporate
Governance Report
As part of the Companys investor relations policy, shareholders and investors can contact the Company or
access information on the Company at its website at www.hlf.com.sg which provides, inter alia, corporate
announcements, press releases and the latest financial results as released by the Company on SGXNET,
together with a feedback form which they can complete, and contact details of its Investors Relations given in
the AR.
Shareholders are also encouraged to attend the Companys general meetings where the Board Chairman and
the chairmen of the respective Board Committees will be present to engage Shareholders and to address their
queries.
The Company has adopted a dividend policy, which is set out on page 2 of the AR.
Shareholders are given the opportunity to vote at general meetings. However, as the authentication of
shareholder identity information and other related integrity issues still remain a concern, the Company has
decided, for the time being, not to implement voting in absentia by mail or electronic means.
To allow for a more efficient voting system, the Company had introduced electronic poll voting since its 2012
AGM and would continue to do so at the 2016 AGM. With electronic poll voting, shareholders present in person
or represented by proxy at the 2016 AGM will be entitled to vote on a one-share, one-vote basis. The voting
results of all votes cast in respect of each resolution will also be instantaneously displayed at the meeting
and announced via SGXNET after the 2016 AGM. The rules including voting procedures that govern general
meetings of shareholders are set out within the notice of 2016 AGM.
The Company provides for separate resolutions at general meetings on each substantial issue, including
treating the re-election or appointment of each Director as a separate subject matter. Detailed information on
each item in the AGM agenda is provided in the explanatory notes to the notice of AGM in the AR. The Company
also maintains minutes of AGM, which includes the key comments and queries raised by shareholders and the
responses from the Board, Management and/or the external auditors.
The Company also has in place policies and procedures on AML/CFT based on MAS Notice 824 to Finance
Companies, the prevention, detection, reporting and investigation of fraud based on MAS Notice 828 to
Finance Companies, personal data protection to provide guidance to employees on matters related to the
Personal Data Protection Act 2012, as well as other relevant policies and procedures to facilitate the Companys
compliance with all applicable legislation.
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61
Directors statement
69
Independent Auditors' Report
71
Statements of Financial Position
72
Consolidated Statement of Comprehensive Income
73
Consolidated Statement of Changes in Equity
74
Statement of Changes in Equity
75
Consolidated Statement of Cash Flows
76
Notes to the Financial Statements
61 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Directors
statement
Year ended 31 December 2015
The directors are pleased to present their statement to the members of Hong Leong Finance Limited (the
Company) together with the audited consolidated financial statements of the Company and its subsidiaries
(the Group) for the financial year ended 31 December 2015.
In our opinion:-
(a) the consolidated financial statements of the Group set out on pages 71 to 129 are drawn up so as to
give a true and fair view of the financial position of the Group and of the Company as at 31 December
2015 and the financial performance, changes in equity and cash flows of the Group and the changes in
equity of the Company for the year ended on that date in accordance with the provisions of the Singapore
Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to
pay its debts as and when they fall due.
Directors
The directors of the Company in office at the date of this statement are as follows:-
Directors Interests
Except as disclosed in this statement, no director who held office at the end of the financial year had interests
in shares, share options, warrants and/or debentures of the Company, or of related corporations, either at the
beginning or at the end of the financial year. The directors consider Hong Leong Investment Holdings Pte. Ltd.
(HLIH) to be the immediate and ultimate holding company of the Company.
According to the register of directors shareholdings kept by the Company under Section 164 of the Act,
particulars of interests of directors who held office at the end of the financial year (including those of their
spouses and children below 18 years of age) in shares and/or share options in the Company and in related
corporations are as follows:-
62 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Directors
statement
Year ended 31 December 2015
The Company
Shares
Related Corporations
Directors
statement
Year ended 31 December 2015
Preference Shares
Directors
statement
Year ended 31 December 2015
The directors interests in the Company as at 31 December 2015 remained unchanged as at 21 January 2016.
Except as disclosed under the section on Share Options in this statement, neither at the end of nor at any
time during the financial year was the Company a party to any arrangements whose objects are, or one of
whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of
shares in or debentures of the Company or any other body corporate.
65 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Directors
statement
Year ended 31 December 2015
Share Options
(a) Hong Leong Finance Share Option Scheme 2001 (the Share Option Scheme)
The Share Option Scheme was approved by the shareholders at the extraordinary general meeting of
the Company held on 31 January 2001 for an initial duration of 10 years (from 31 January 2001 to 30
January 2011). At the annual general meeting of the Company held on 23 April 2010, the shareholders
approved the extension of the duration of the Share Option Scheme for a further period of 10 years
from 31 January 2011 to 30 January 2021. Other than the extension of the duration of the Share Option
Scheme, all other rules of the Share Option Scheme remain unchanged.
The Share Option Scheme is administered by a committee comprising the following members:-
The Share Option Scheme provides the Company with the flexibility of granting options to participants
at Market Price (as defined in the Share Option Scheme) and/or with a discount (either up-front or a
deferred discount) to the Market Price. All options granted to date under the Share Option Scheme are
at Market Price and were granted to Group Employees and Parent Group Employees (both as defined in
the Share Option Scheme). Subject to any applicable vesting schedule, these options may be exercised
one year after the date of the grant and have a term of ten years from the date of the grant.
The aggregate number of shares in the capital of the Company (Shares) over which options may be
granted under the Share Option Scheme on any date, when added to the number of Shares issued and
issuable in respect of all options granted under the Share Option Scheme shall not exceed 15% of the
total number of issued Shares on the day preceding the relevant date of grant. The aggregate number of
Shares which may be offered by way of grant of options to Parent Group Employees and Parent Group
Non-Executive Directors (as defined in the Share Option Scheme) collectively under the Share Option
Scheme shall not exceed 20% of the total number of Shares available under the Share Option Scheme.
66 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Directors
statement
Year ended 31 December 2015
During the financial year under review, the following options were granted to Group Employees under
the Share Option Scheme:-
(i) Included in the above are options granted to an Executive Director of the Company, details of
which are as follows:-
(ii) None of the participants were regarded by the Directors as controlling shareholders of the
Company.
(iii) None of the other participants were granted options representing 5% or more of the total number
of Shares under option available under the Share Option Scheme.
(iv) None of the Parent Group Employees were granted options representing 5% or more of the total
number of Shares under option available under the Share Option Scheme to all Parent Group
Employees and Parent Group Non-Executive Directors. A total of 250,000 Shares under option
were granted to Parent Group Employees since the commencement of the Share Option Scheme
to the end of the financial year under review.
(v) Except for options granted to persons in their capacity as Group Employees and/or Parent Group
Employees, no other options have been granted by the Company to any other categories of
persons since the commencement of the Share Option Scheme.
67 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Directors
statement
Year ended 31 December 2015
(vi) The options granted to certain participants of executive rank (including those granted to an
Executive Director of the Company) since the commencement of the Share Option Scheme are
subject to a vesting schedule as follows:-
(1) one year after the date of grant for up to 33% of the Shares over which the options are
exercisable;
(2) two years after the date of grant for up to 66% (including (1) above) of the Shares
over which the options are exercisable; and
(3) three years after the date of grant for up to 100% (including (1) and (2) above) of the Shares
over which the options are exercisable.
(vii) The persons to whom options have been granted do not have any right to participate by virtue of
these options in any share issue of any other company.
There were a total of 22,429,395 unissued Shares under option granted pursuant to the Share Option
Scheme at the end of the financial year. Details of the options to subscribe for Shares (including those
granted to an Executive Director) are as disclosed in the accompanying financial statements.
Except as disclosed above and in the accompanying financial statements, during the financial year, there were:-
(i) no options granted by the Company or its subsidiaries to any person to take up unissued Shares of the
Company or its subsidiaries; and
(ii) no Shares issued by virtue of any exercise of options to take up unissued Shares of the Company or its
subsidiaries.
Audit Committee
The Audit Committee comprises three independent non-executive members of the Board of Directors. The
members of the Audit Committee at the date of this statement are:-
The Audit Committee performs the functions of an audit committee under its terms of reference including
those specified in the Act, the Listing Manual of the Singapore Exchange Securities Trading Limited (Listing
Manual) and the Code of Corporate Governance 2012.
The Audit Committee held six meetings during the financial year. In the performance of its functions, the Audit
Committee met with the Companys internal and external auditors to discuss the scope of their work, the
results of their examination and their evaluation of the Companys system of internal controls.
68 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Directors
statement
Year ended 31 December 2015
assistance provided by the Companys officers to the internal and external auditors;
quarterly and annual financial statements of the Group and of the Company prior to their submission
to the directors of the Company for approval; and
interested person transactions (as defined in Chapter 9 of the Listing Manual).
The Audit Committee has full access to management and is given the resources required by it to discharge
its functions. It has full authority and the discretion to invite any director or executive officer or third party
advisor to attend its meetings. The Audit Committee also recommends the appointment of external auditors
and reviews the level of audit and non-audit fees.
The Audit Committee is satisfied with the independence and objectivity of the external auditors and has
recommended to the directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at
the forthcoming Annual General Meeting of the Company subject to the approval of the Monetary Authority
of Singapore.*
In appointing the auditors for the Company and its subsidiaries, the Company has complied with Rules 712
and 715 of the Listing Manual.
Auditors
The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.
Singapore
25 February 2016
* Subsequent to the date of this report, the approval has been obtained from the Monetary Authority of Singapore.
69 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Independent
Auditors Report
To the Members of Hong Leong Finance Limited
We have audited the accompanying financial statements of Hong Leong Finance Limited (the Company)
and its subsidiaries (the Group), which comprise the statements of financial position of the Group and the
Company as at 31 December 2015, the statement of comprehensive income, statement of changes in equity
and statement of cash flows of the Group and statement of changes in equity of the Company for the year
then ended, and a summary of significant accounting policies and other explanatory information, as set out
on pages 71 to 129.
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial
Reporting Standards, 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.
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditors judgement, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control relevant to the entitys preparation of
financial statements that give a true and fair view in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the consolidated financial statements of the Group and the statement of financial position and
statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the
Act and Singapore Financial Reporting Standards so as to give a true and fair view of the financial position of
the Group and of the Company as at 31 December 2015 and the financial performance, changes in equity and
cash flows of the Group and the changes in equity of the Company for the year ended on that date.
70 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Independent
Auditors Report
To the Members of Hong Leong Finance Limited
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.
KPMG LLP
Public Accountants and
Chartered Accountants
Singapore
25 February 2016
71 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Statements of
Financial Position
As at 31 December 2015
Group Company
Note 2015 2014 2015 2014
Liabilities
Assets
Acceptances, guarantees
and other obligations on
behalf of customers 16 14,026 11,174 14,026 11,174
Consolidated Statement of
Comprehensive Income
Year ended 31 December 2015
Group
2015 2014
Note $000 $000
Consolidated Statement of
Changes in Equity
Year ended 31 December 2015
Share
Share Statutory Capital option Accumulated Total
capital reserve reserve reserve profits equity
$000 $000 $000 $000 $000 $000
Group
At 1 January 2014 876,389 586,109 2,307 7,484 173,982 1,646,271
Issue of shares under share option scheme 2,017 2,017
Value of employee services received for
issue of share options 685 685
Value of employee services transferred for
share options exercised or lapsed 258 (393) 135
Final dividend paid of 8 cents per share (tax
exempt one-tier) in respect of year 2013 (35,460) (35,460)
Interim dividend paid of 4 cents per share
(tax exempt one-tier) in respect of year
2014 (17,742) (17,742)
Comprehensive income for the year 62,797 62,797
Transfer to Statutory reserve 15,700 (15,700)
At 31 December 2014 878,664 601,809 2,307 7,776 168,012 1,658,568
The statutory reserve is maintained in compliance with the provisions of Section 18 of the Finance Companies Act,
Chapter 108.
Statement of
Changes in Equity
Year ended 31 December 2015
Share
Share Statutory Capital option Accumulated Total
capital reserve reserve reserve profits equity
$000 $000 $000 $000 $000 $000
Company
At 1 January 2014 876,389 586,109 2,307 7,484 171,161 1,643,450
Issue of shares under share option scheme 2,017 2,017
Value of employee services received for
issue of share options 685 685
Value of employee services transferred for
share options exercised or lapsed 258 (393) 135
Final dividend paid of 8 cents per share (tax
exempt one-tier) in respect of year 2013 (35,460) (35,460)
Interim dividend paid of 4 cents per share
(tax exempt one-tier) in respect of year
2014 (17,742) (17,742)
Comprehensive income for the year 62,687 62,687
Transfer to Statutory reserve 15,700 (15,700)
At 31 December 2014 878,664 601,809 2,307 7,776 165,081 1,655,637
The statutory reserve is maintained in compliance with the provisions of Section 18 of the Finance Companies Act,
Chapter 108.
Consolidated Statement of
Cash Flows
Year ended 31 December 2015
2015 2014
Note $000 $000
Operating activities
Profit for the year 72,856 62,797
Adjustments for:-
Impact of accrual of interest income (821) 1,198
Impact of accrual of interest expense 26,727 5,517
Allowances for doubtful debts and receivables 6,438 6,530
Depreciation of property, plant and equipment 4,344 2,727
(Gain)/loss on disposal of property, plant and equipment (155) 23
Impairment losses of other assets 186
Value of employee services received for issue of share options 513 685
Income tax expense 22 13,922 12,949
123,824 92,612
Changes in working capital:-
Loans, advances and receivables (515,023) (501,072)
Other receivables, deposits and prepayments (12,939) (4,428)
Singapore Government securities (74,517) (57,037)
Deposits and balances of customers 975,469 562,730
Trade and other payables (5,559) 4,240
Cash generated from operations 491,255 97,045
Income taxes paid (12,359) (11,143)
Cash flows from operating activities 478,896 85,902
Investing activities
Purchase of property, plant and equipment (4,699) (12,371)
Proceeds from disposal of property, plant and equipment 166 1
Cash flows used in investing activities (4,533) (12,370)
Financing activities
Proceeds from exercise of share options 548 2,017
Dividends paid (44,374) (53,202)
Cash flows used in financing activities (43,826) (51,185)
Notes to the
Financial Statements
Year ended 31 December 2015
The financial statements for the year ended 31 December 2015 were authorised for issue by the Board of
Directors on 25 February 2016.
Hong Leong Finance Limited (the Company) is incorporated in the Republic of Singapore. The address
of the Companys registered office is 16 Raffles Quay #01-05 Hong Leong Building, Singapore 048581.
The directors consider Hong Leong Investment Holdings Pte. Ltd., a company incorporated in the Republic
of Singapore, to be the immediate and ultimate holding company of the Company.
The consolidated financial statements of the Group as at and for the year ended 31 December 2015
relate to the Company and its subsidiaries (together referred to as the Group).
The principal activities of the Company are those relating to financing business and provision of corporate
advisory services. The principal activities of the subsidiaries are the provision of nominee services.
2. Basis of Preparation
The financial statements have been prepared in accordance with Singapore Financial Reporting
Standards (FRS).
The financial statements have been prepared on the historical cost basis except as otherwise
described in the notes below.
These financial statements are presented in Singapore dollars, which is the Companys functional
currency. All financial information presented in Singapore dollars has been rounded to the
nearest thousand, unless otherwise stated.
The preparation of financial statements in conformity with FRSs requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and expenses. Actual results may differ from
these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimates are revised and in any future
periods affected.
Information about critical judgements in applying accounting policies that have the most
significant effect on the amounts recognised in the financial statements and assumptions and
estimation uncertainties that have a significant risk of resulting in a material adjustment within
the next financial year is included in Note 28, Use of Accounting Estimates and Judgements.
77 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
The Group adopted new or revised financial reporting standards and interpretations which became
effective during the year. The initial adoption of these standards and interpretations did not have a
material impact on the financial statements.
The accounting policies set out below have been applied consistently by the Group to all periods presented
in these financial statements.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. The financial statements of subsidiaries
are included in the consolidated financial statements from the date that control commences until
the date that control ceases.
Intra-group balances and transactions, and any unrealised income or expenses arising from
intra-group transactions, are eliminated in preparing the consolidated financial statements.
Investments in subsidiaries are stated in the Companys statement of financial position at cost
less accumulated impairment losses.
Transactions in foreign currencies are translated to Singapore dollars at exchange rates at the
dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at
the reporting date are retranslated to the functional currency at the exchange rate at that date.
The foreign currency gain or loss on monetary items is the difference between amortised cost in
the functional currency at the beginning of the year, adjusted for effective interest and payments
during the year, and the amortised cost in foreign currency translated at the exchange rate at the
end of the year.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair
value are retranslated to the functional currency at the exchange rate at the date that the fair
value was determined. Non-monetary items in a foreign currency that are measured in terms
of historical cost are translated using the exchange rate at the date of the transaction. Foreign
currency differences arising on retranslation are recognised in profit or loss, except for the
following retranslation differences which are recognised in other comprehensive income:-
Notes to the
Financial Statements
Year ended 31 December 2015
The determination of fair values of financial assets and financial liabilities is based on
quoted market prices for financial instruments traded in active markets.
The Group initially recognises loans and receivables on the date that they are originated.
All other financial assets (including assets designated at fair value through profit or loss)
are recognised initially on the trade date, which is the date that the Group becomes a party
to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from
the asset expire, or when it transfers the rights to receive the contractual cash flows on the
financial asset in a transaction in which substantially all the risks and rewards of ownership
of the financial asset are transferred, or when it neither transfers nor retains substantially
all of the risks and rewards of ownership and does not retain control over the transferred
assets. Any interest in transferred financial assets that is created or retained by the Group
is recognised as a separate asset or liability. The Group also derecognises certain assets
when it charges off balances pertaining to the assets deemed to be uncollectible.
Financial assets and liabilities are offset and the net amount presented in the statement of
financial position when, and only when, the Group has a legal right to offset the amounts
and intends either to settle on a net basis or to realise the asset and settle the liability
simultaneously.
The Group classifies non-derivative financial assets into the following categories: financial
assets at fair value through profit or loss, held-to-maturity financial assets, loans and
receivables and available-for-sale financial assets.
Notes to the
Financial Statements
Year ended 31 December 2015
Loans and receivables comprise cash and cash equivalents, loans, advances and receivables,
and other receivables. Cash and cash equivalents comprise cash balances, bank deposits
and statutory deposit with the Monetary Authority of Singapore.
The Group initially recognises debt securities issued and subordinated liabilities on the
date that they are originated. All other financial liabilities (including liabilities designated at
fair value through profit or loss) are recognised initially on the trade date, which is the date
that the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial liability when its contractual obligations are discharged,
cancelled or expire.
Financial assets and liabilities are offset and the net amount presented in the statement of
financial position when, and only when, the Group has a legal right to offset the amounts
and intends either to settle on a net basis or to realise the asset and settle the liability
simultaneously.
Non-derivative financial liabilities are recognised initially at fair value plus any directly
attributable transaction costs. Subsequent to initial recognition, these financial liabilities
are measured at amortised cost using the effective interest method.
Such financial liabilities comprise deposits and balances of customers, borrowings (if any)
and trade and other payables. Deposits and borrowings are the Groups sources of debt
funding.
80 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Shares are classified as equity. Incremental costs directly attributable to the issue of shares
are recognised as a deduction from equity, net of any tax effects.
The Group holds derivative financial instruments to hedge its interest rate risk exposures.
Embedded derivatives are separated from the host contract and accounted for separately
if the economic characteristics and risks of the host contract and the embedded derivative
are not closely related, a separate instrument with the same terms as the embedded
derivative would meet the definition of a derivative, and the combined instrument is not
measured at fair value through profit or loss.
On initial designation of the derivative as the hedging instrument, the Group formally
documents the relationship between the hedging instrument and hedged item, including
the risk management objectives and strategy in undertaking the hedge transaction and
the hedged risk, together with the methods that will be used to assess the effectiveness
of the hedging relationship. The Group makes an assessment, both at the inception of the
hedge relationship as well as on an ongoing basis, of whether the hedging instruments are
expected to be highly effective in offsetting the changes in the fair value or cash flows
of the respective hedged items attributable to the hedged risk, and whether the actual
results of each hedge are within a range of 80%-125%. For a cash flow hedge of a forecast
transaction, the transaction should be highly probable to occur and should present an
exposure to variations in cash flows that could ultimately affect reported profit or loss.
Derivatives are recognised initially at fair value; any attributable transaction costs are
recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are
measured at fair value, and changes therein are accounted for as described below.
Notes to the
Financial Statements
Year ended 31 December 2015
When the hedged item is a non-financial asset, the amount accumulated in equity is
retained in other comprehensive income and reclassified to profit or loss in the same
period or periods during which the non-financial item affects profit or loss. In other cases
as well, the amount accumulated in equity is reclassified to profit or loss in the same period
that the hedged item affects profit or loss. If the hedging instrument no longer meets the
criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation
is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction
is no longer expected to occur, then the balance in equity is reclassified to profit or loss.
Financial guarantees are financial instruments issued by the Group that require the issuer
to make specified payments to reimburse the holder for a loss it incurs because a specified
debtor fails to meet payment when due in accordance with the original or modified terms
of a debt instrument.
Financial guarantees are recognised initially at fair value and are classified as financial
liabilities. Subsequent to initial measurement, the financial guarantees are stated at the
higher of the initial fair value less cumulative amortisation and the amount that would be
recognised if they were accounted for as contingent liabilities. When financial guarantees
are terminated before their original expiry dates, the carrying amounts of those financial
guarantees are transferred to profit or loss.
82 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Items of property, plant and equipment are measured at cost less accumulated depreciation
and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset.
Purchased software that is integral to the functionality of the related equipment is
capitalised as part of that equipment. The cost of self-constructed assets includes cost
of materials and direct labour, other costs directly attributable to bringing the assets to a
working condition for their intended use, estimated reinstatement costs when the Group
has an obligation to remove the asset or restore the site and capitalised borrowing costs.
Property, plant and equipment acquired through finance leases are carried at cost, less
accumulated depreciation and accumulated impairment losses.
When parts of an item of property, plant and equipment have different useful lives, they
are accounted for as separate items (major components) of property, plant and equipment.
The carrying amounts of material land and properties are reviewed annually to determine
whether they are in excess of their recoverable amounts at the reporting date. If the
carrying amount exceeds the recoverable amount, the asset is written down to the lower
value.
The gain or loss on disposal of an item of property, plant and equipment (calculated as the
difference between the net proceeds from disposal and the carrying amount of the item)
is recognised in profit or loss.
(iii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components
of individual assets are assessed and if a component has a useful life that is different from
the remainder of that asset, that component is depreciated separately.
Notes to the
Financial Statements
Year ended 31 December 2015
Depreciation is recognised from the date that the property, plant and equipment are
installed and are ready for use, or in respect of internally constructed assets, from the date
that the asset is completed and ready for use.
The estimated useful lives (or lease term where shorter) for the current and comparative
years are as follows:-
Depreciation methods, useful lives and residual values are reviewed at the end of each
reporting period and adjusted if appropriate.
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership
are classified as finance leases. Upon initial recognition, the leased asset is measured at an
amount equal to the lower of its fair value and the present value of the minimum lease payments.
Subsequent to initial recognition, the asset is accounted for in accordance with the accounting
policy applicable to that asset.
Other leases are operating leases and are not recognised in the Groups statement of financial
position.
(f) Impairment
A financial asset not carried at fair value through profit or loss is assessed at the end of
each reporting period to determine whether there is objective evidence that it is impaired.
A financial asset is impaired if objective evidence indicates that a loss event has occurred
after the initial recognition of the asset, and that the loss event has an impact on the
estimated future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets (including equity securities) are impaired can
include default or delinquency by a debtor, restructuring of an amount due to the Group
on terms that the Group would not consider otherwise, indications that a debtor or issuer
will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, or
economic conditions that correlate with defaults or the disappearance of an active market
for a security. In addition, for an investment in an equity security, a significant or prolonged
decline in its fair value below its cost is objective evidence of impairment.
84 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
In assessing collective impairment, the Group uses historical trends of the probability of
default, the timing of recoveries and the amount of loss incurred, adjusted for managements
judgement as to whether current economic and credit conditions are such that the actual
losses are likely to be greater or less than suggested by historical trends.
The carrying amounts of the Groups non-financial assets, other than deferred tax assets,
are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists, then the assets recoverable amount is estimated.
An impairment loss is recognised if the carrying amount of an asset or its related cash-
generating unit (CGU) exceeds its estimated recoverable amount.
85 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
The recoverable amount of an asset or CGU is the greater of its value in use and its fair
value less costs to sell. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset or CGU. For
the purpose of impairment testing, assets that cannot be tested individually are grouped
together into the smallest group of assets that generates cash inflows from continuing use
that are largely independent of the cash inflows of other assets or CGUs.
Impairment losses recognised in prior periods are assessed at each reporting date for any
indications that the loss has decreased or no longer exists. An impairment loss is reversed
if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the assets carrying amount does
not exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
A defined contribution plan is a post-employment benefit plan under which an entity pays
fixed contributions into a separate entity and will have no legal or constructive obligation
to pay further amounts. Obligations for contributions to defined contribution plans are
recognised as an employee benefit expense in profit or loss in the periods during which
related services are rendered by employees.
Short-term employee benefit obligations are measured on an undiscounted basis and are
expensed as the related service is provided. A liability is recognised for the amount expected
to be paid under short-term cash bonus if the Group has a present legal or constructive
obligation to pay this amount as a result of past service provided by the employee, and the
obligation can be estimated reliably.
The grant date fair value of equity-settled share-based payment awards granted to
employees is recognised as an employee expense, with a corresponding increase in equity,
over the period that the employees unconditionally become entitled to the awards. The
amount recognised as an expense is adjusted to reflect the number of awards for which
the related service and non-market performance conditions are expected to be met, such
that the amount ultimately recognised as an expense is based on the number of awards
that meet the related service and non-market performance conditions at the vesting date.
86 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
When share options are exercised, the proceeds received net of any directly attributable
transaction costs are credited to share capital and the grant date fair value is transferred
from share option reserve to share capital. The grant date fair value of share options that
lapse or expire is transferred from share option reserve to accumulated profits.
The fair value of employee share options is measured using a Black-Scholes model.
Measurement inputs include share price on measurement date, exercise price, expected
volatility (based on weighted average historic volatility adjusted for changes expected due
to publicly available information), weighted average expected life of the options (based on
historical experience and general option holder behaviour), expected dividends, and the
risk-free interest rate (based on government bonds).
(h) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits
will be required to settle the obligation. Provisions determined for the long term are arrived at
after discounting the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability with the unwinding
of the discount subsequently recognised as finance cost.
(i) Interest
Interest income and expense are recognised in profit or loss using the effective interest
method. The effective interest rate is the rate that discounts the estimated future cash
receipts and payments through the expected life of the financial asset or liability (or, where
appropriate, a shorter period) to the carrying amount of the financial asset or liability. The
effective interest rate is established on initial recognition of the financial asset and liability
and is not revised subsequently unless contractually adjusted.
The calculation of the effective interest rate includes fees, transaction costs, and discounts
or premiums that are an integral part of the effective interest rate. Transaction costs
include incremental costs that are directly attributable to the acquisition, issue or disposal
of a financial asset or liability.
Interest income and expense presented in the statement of comprehensive income include
interest on financial assets and liabilities at amortised cost on an effective interest rate
basis and gains and losses on hedging instruments that are recognised in profit or loss.
87 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Where charges are added to the principal financed at the commencement of the period,
the general principle adopted for crediting income to profit or loss is to spread the income
over the period in which the repayments are due using the following bases for the various
categories of financing business:-
Fee and commission income and expense that are integral to the effective interest rate on
a financial asset or liability are included in the measurement of the effective interest rate.
Other fee and commission income are recognised as the related services are performed.
Other fee and commission expense relates mainly to transaction and service fees, which
are expensed as the services are received.
Dividend income is recognised in profit or loss on the date that the Groups right to receive
payment is established, which in the case of quoted securities is normally the ex-dividend
date.
(iv) Offsetting
Gains and losses arising from a group of similar transactions are presented on a net basis.
Cash grants received from the government are recognised as an offset against the related costs.
88 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Payments made under operating leases are recognised in profit or loss on a straight-line basis
over the term of the respective lease. Lease incentives received are recognised as an integral part
of the total lease expense, over the term of the lease.
Minimum lease payments made under finance leases are apportioned between the finance
expense and the reduction of the outstanding liability. The finance expense is allocated to each
period during the lease term so as to produce a constant periodic rate of interest on the remaining
balance of the liability.
Contingent lease payments are accounted for by revising the minimum lease payments over the
remaining term of the lease when the lease adjustment is confirmed.
the fulfillment of the arrangement is dependent on the use of a specific asset or assets; and
the arrangement contains a right to use the asset(s).
At inception or upon reassessment of the arrangement, the Group separates payments and other
consideration required by such an arrangement into those for the lease and those for other
elements on the basis of their relative fair values. If the Group concludes for a finance lease that
it is impracticable to separate the payments reliably, then an asset and a liability are recognised
at an amount equal to the fair value of the underlying asset. Subsequently, the liability is reduced
as payments are made and an imputed finance charge on the liability is recognised using the
Groups incremental borrowing rate.
Income tax expense comprises current and deferred tax. Current tax and deferred tax are
recognised in profit or loss except to the extent that they relate to a business combination, or
items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year,
using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax
payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for:-
temporary differences related to investments in subsidiaries to the extent that the Group
is able to control the timing of the reversal of the temporary differences and it is probable
that they will not reverse in the foreseeable future.
89 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
The measurement of deferred taxes reflects the tax consequences that would follow the manner
in which the Group expects, at the reporting date, to recover or settle the carrying amount of its
assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied
to temporary differences when they reverse, based on the laws that have been enacted or
substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current
tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the
same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and
assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary
differences, to the extent that it is probable that future taxable profits will be available against
which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that the related tax benefit will be realised.
In determining the amount of current and deferred tax, the Group takes into account the impact
of uncertain tax positions and whether additional taxes may be due. The Group believes that its
accruals for tax liabilities are adequate for all open tax years based on its assessment of many
factors, including interpretations of tax law and prior experience. This assessment relies on
estimates and assumptions and may involve a series of judgements about future events. New
information may become available that causes the Group to change its judgement regarding the
adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the
period that such a determination is made.
The Group presents basic and diluted earnings per share data for its shares. Basic earnings per
share is calculated by dividing the profit or loss after tax attributable to owners of the Company
by the weighted average number of shares outstanding during the year. Diluted earnings per
share is determined by adjusting the profit or loss after tax attributable to owners and the
weighted average number of shares outstanding for the effects of all dilutive potential shares,
which comprise shares under option granted to employees.
An operating segment is a component of the Group that engages in business activities from
which it may earn revenues and incur expenses, including revenues and expenses that relate to
transactions with any of the Groups other components. The Group operates in only one segment.
Its activities relate to financing business augmented by secondary non-lending activities such
as provision of corporate advisory services and provision of nominee services. All activities are
carried out in the Republic of Singapore. Revenue in respect of these activities is presented in
Notes 17 and 18.
A number of new standards, amendments to standards or interpretations are effective for the
annual period beginning 1 January 2016, and have not been applied in preparing these financial
statements. None of these are expected to have a significant effect on the financial statements
of the Group.
90 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Share capital
Company
2015 2014
Note Number Number
of shares of shares
In 2015, pursuant to the Hong Leong Finance Share Option Scheme 2001 (Share Option Scheme), the
Company issued new shares fully paid in cash as follows:-
Company
2015 2014
Number Number
Exercise price of shares of shares
The holders of shares are entitled to receive dividends as declared from time to time and are entitled to
one vote per share at meetings of the Company. All shares rank equally with regard to the Companys
residual assets.
Reserves
Group and Company
2015 2014
$000 $000
The statutory reserve is maintained in compliance with the provisions of Section 18 of the Finance
Companies Act, Chapter 108.
The capital reserve comprises premium on issue of bonds with warrants and surplus on liquidation of
subsidiaries.
The share option reserve comprises the cumulative value of employee services received for the issue of
share options net of transfers of the grant date fair value of share options to share capital and accumulated
profits upon the exercise or lapse/expiry of share options respectively.
Details of movements in reserves are shown in the consolidated statement of changes in equity and
statement of changes in equity.
91 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Reserves (continued)
Dividends
After the reporting date, the Directors proposed a final dividend of 7 cents per share, tax exempt one-
tier, amounting to $31,065,000 (2014: 6 cents per share, tax exempt one-tier, amounting to $26,623,000)
when estimated based on the number of shares in issue as at the reporting date. The dividend has not
been recognised in the financial statements. The proposed final dividend is in addition to an interim
dividend of 4 cents per share, tax exempt one-tier, amounting to $17,751,000 (2014: 4 cents per share,
tax exempt one-tier, amounting to $17,742,000) paid on 9 September 2015 (2014: 15 September 2014).
The Share Option Scheme was approved and adopted by members at an Extraordinary General Meeting
held on 31 January 2001 for an initial duration of 10 years (from 31 January 2001 to 30 January 2011). At the
Annual General Meeting of the Company held on 23 April 2010, the shareholders approved the extension
of the duration of the Share Option Scheme for a further period of 10 years from 31 January 2011 to 30
January 2021. Other than the extension of the duration of the Share Option Scheme, all other rules of the
Share Option Scheme remain unchanged. The Share Option Scheme is administered by the Companys
Share Option Scheme Committee which comprised the following directors as at 31 December 2015:-
(a) The subscription price for each share under option is fixed by the Share Option Scheme Committee
and to date has been at a price equal to the average of the last dealt prices for one share in the
capital of the Company, as determined by reference to the daily official list made available by the
Singapore Exchange Securities Trading Limited, for the 3 consecutive trading days immediately
preceding the date of grant, subject to the rules of the Share Option Scheme.
(b) Each option is exercisable, in whole or in part, during the option period applicable to that option
subject to any conditions, including a vesting schedule, that may be imposed by the Share Option
Scheme Committee in relation to any shares comprised in that option.
(c) All options are settled by delivery of shares upon receipt of the exercise price in cash.
(d) The options granted to Group Employees and Parent Group Employees expire 10 years from
the date of grant. The options granted to Non-Group Employees expire 5 years from the date of
grant.
92 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Movements in the number of share options and their related weighted average exercise prices are as
follows:-
Weighted Weighted
average average
exercise Number of exercise Number of
price options price options
2015 2015 2014 2014
$ 000 $ 000
The options outstanding at 31 December 2015 have an exercise price in the range of $2.28 to $3.62 (2014:
$2.28 to $3.82) and a weighted average remaining contractual life of 5.0 years (2014: 5.2 years).
The weighted average share price at the date of exercise for share options exercised in 2015 was $2.30
(2014: $2.38).
The fair value of services received in return for share options granted is measured based on the grant
date fair value of share options. The grant date fair value of the share options is measured using a
Black-Scholes model. The expected life used in the model has been adjusted, based on managements
best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Expected volatility is estimated by considering historic average share price volatility.
There are no market and non-market performance conditions associated with the share option grants.
Service conditions are not taken into account in the measurement of fair value of the services to be
received at the grant date.
93 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
The inputs used in the measurement of the fair values at grant date of the share options are as follows:-
Date of grant
of options 28.9.2005 28.9.2006 19.9.2007 30.9.2008 29.9.2009 28.9.2010 29.9.2011 14.9.2012 25.9.2013 25.9.2014 23.9.2015
Fair value at
grant date $0.31 $0.23 $0.39 $0.26 $0.53 $0.49 $0.28 $0.31 $0.36 $0.29 $0.17
Share price $3.78 $3.24 $3.68 $2.95 $2.76 $3.09 $2.29 $2.45 $2.60 $2.67 $2.30
Exercise price $3.82 $3.22 $3.62 $3.06 $2.74 $3.10 $2.28 $2.45 $2.56 $2.66 $2.34
Expected
volatility 18.4% 16.4% 21.3% 21.3% 28.3% 28.1% 27.2% 26.7% 25.7% 20.5% 15.0%
Expected 2.4 to 10 2.7 to 10 2.9 to 10 3.4 to 10 4.2 to 10 4.4 to 10 4.9 to 10 5.5 to 10 5.6 to 10 5.8 to 10 5.9 to 10
option life years years years years years years years years years years years
Expected
dividend yield 4.8% 5.6% 4.9% 5.1% 2.9% 3.9% 5.2% 4.9% 4.6% 4.5% 4.4%
Risk-free
interest rate
(based on
government 2.4 to 3.0 to 2.2 to 1.5 to 1.2 to 0.8 to 0.5 to 0.5 to 1.1 to 1.7 to 2.3 to
bonds) 2.9% 3.2% 2.7% 3.2% 2.5% 2.0% 1.7% 1.5% 2.4% 2.5% 2.7%
Employee expenses:-
2015 2014
$000 $000
Notes to the
Financial Statements
Year ended 31 December 2015
Details of the options granted under the Share Option Scheme on unissued shares of the Company at
the end of the year are as follows:-
(1) (2) (3) (4) (5) (6)
Notes to the
Financial Statements
Year ended 31 December 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Amount due to SPRING Singapore represents unsecured advances from Standards, Productivity and
Innovation Board under the Local Enterprise Finance Scheme (LEFS) and Extended Local Enterprise
Finance Scheme (ELEFS) to finance LEFS and ELEFS borrowers. The interest rates and repayment periods
vary in accordance with the type, purpose and security of the facilities granted under these schemes.
Credit risks are shared with SPRING Singapore.
Included in other trade payables and accrued operating expenses is a provision for settlements and costs
relating to distribution of wealth management products in respect of which a confidential settlement
was reached in the case of legal action commenced earlier in the United States. The settlement together
with provision for legal expenses in the matter no longer required has been reversed.
During the financial year, reversal of provision for settlements and legal and other costs relating to
distribution of wealth management products amounted to $8.1 million (2014: $1.1 million).
97 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
8. Deferred Tax
Movements in deferred tax assets and liabilities during the year are as follows:-
Deferred tax assets relate primarily to timing differences in respect of provisions and collective allowances
for doubtful debts expected to be realisable at a future date. Deferred tax liabilities relate primarily to
differences arising between capital allowances granted and accumulated depreciation in respect of capital
expenditure and other timing issues.
Group
2015 2014
$000 $000
Notes to the
Financial Statements
Year ended 31 December 2015
7,045,623 6,970,826
3,045,470 2,611,714
Collective allowances
At 1 January 96,790 91,806
Allowances made during the year 5,120 4,984
At 31 December 101,910 96,790
Notes to the
Financial Statements
Year ended 31 December 2015
The Companys leasing arrangements comprise hire purchase contracts mainly for motor vehicles
and equipment.
Notes to the
Financial Statements
Year ended 31 December 2015
13. Subsidiaries
Company
2015 2014
$000 $000
Notes to the
Financial Statements
Year ended 31 December 2015
Cost
At 1 January 2014 50 2,938 18,372 13,028 9,141 1,220 44,749
Additions 8,824 768 2,779 12,371
Disposals (696) (195) (891)
At 31 December 2014 50 2,938 27,196 13,100 11,725 1,220 56,229
Additions 1,087 3,612 4,699
Disposals (377) (93) (261) (731)
At 31 December 2015 50 2,938 27,196 13,810 15,244 959 60,197
Accumulated depreciation
and impairment losses
At 1 January 2014 1,361 6,797 9,979 8,153 340 26,630
Depreciation charge for the year 59 558 1,240 644 226 2,727
Impairment loss for the year 186 186
Disposals (672) (195) (867)
At 31 December 2014 1,420 7,541 10,547 8,602 566 28,676
Depreciation charge for the year 60 616 1,360 2,117 191 4,344
Disposals (366) (93) (261) (720)
At 31 December 2015 1,480 8,157 11,541 10,626 496 32,300
Carrying amount
At 1 January 2014 50 1,577 11,575 3,049 988 880 18,119
At 31 December 2014 50 1,518 19,655 2,553 3,123 654 27,553
At 31 December 2015 50 1,458 19,039 2,269 4,618 463 27,897
The carrying amount of property, plant and equipment of the Group and the Company includes amounts
totalling $19,039,000 (2014: $19,655,000) in respect of leasehold buildings held under finance leases.
102 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Leasehold Buildings
(1) Properties with carrying amounts exceeding $1,000,000 each are
as follows:-
(a) A shop unit at Block 203 Bedok North Street 1 #01-451,
Singapore, comprising 4,026 sq. ft. on a 84-year lease
commencing July 1992 held as branch premises. 1,366 1,418
(b) A shop unit at Block 725 Clementi West Street 2 #01-216,
Singapore, comprising 3,832 sq. ft. on a 85-year lease
commencing November 1995 held as branch premises. 1,685 1,742
(c) A shop unit at Block 520 Lorong 6 Toa Payoh #02-54,
Singapore, comprising 1,195 sq. ft. on a 99-year lease
commencing May 2002 held as branch premises. 1,509 1,551
(d) A shop unit at Block 134 Jurong Gateway Road #01-313,
Singapore, comprising 2,669 sq. ft. on a 91-year lease
commencing April 1993 held as branch premises. 8,030 8,206
(2) Properties with carrying amounts more than $500,000 to
$1,000,000 each comprise 4 shop units held as branch
premises. 3,273 3,382
(3) Properties with carrying amounts up to $500,000 each comprise 6
shop units held as branch premises and 4 industrial units used as
warehousing facilities. 3,176 3,356
Total 19,039 19,655
103 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
These are commitments entered into by the Group and the Company on behalf of customers for which
customers have corresponding obligations under their contracts with the Group and the Company, and
are in respect of the following:-
Group and Company
2015 2014
$000 $000
These contingent liabilities are not secured on any of the Groups assets.
Interest expense
Deposits and balances of customers 134,210 105,578
Others 56 74
Total interest expense 134,266 105,652
There are no interest income/hiring charges and interest expense reported above that relate to financial
assets or liabilities that are carried at fair value through profit or loss or classified as available-for-sale.
There is no fee and commission income relating to financial assets or liabilities carried at fair value
through profit or loss or classified as available-for-sale.
104 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Included in other expenses are fee and commission expenses arising from loans, advances and receivables
amounting to $2,269,000 (2014: $1,665,000).
105 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Group
2015 2014
$000 $000
Tax calculated using Singapore tax rate of 17% (2014: 17%) 14,752 12,877
Tax effect of:-
Exempt income not taxable for tax purposes (36) (37)
Enhanced tax deductions (624) (33)
Bad debts recovered not subject to tax (2) (8)
Income taxed at a 10% concessionary tax rate (340) (341)
Expenses not deductible for tax purposes 388 498
Others 12 (7)
14,150 12,949
Adjustment for prior years (228)
Income tax expense 13,922 12,949
106 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
2015 2014
Number Number
of shares of shares
000 000
For the purpose of calculating the diluted earnings per share, the weighted average number of
shares in issue is adjusted to take into account the dilutive effect arising from the dilutive share
options, with the potential shares weighted for the period outstanding.
The effect of the exercise of share options on the weighted average number of shares in issue is
as follows:-
Group
2015 2014
Number Number
of shares of shares
000 000
Outstanding share options that were not included in the computation of diluted earnings per
share because the share options were anti-dilutive amounted to 17,108,975 at $2.54 to $3.62 as
at 31 December 2015 (2014: 17,327,085 at $2.74 to $3.82).
The average market value of the shares for the purposes of calculating the dilutive effect of share
options was based on quoted market prices for the period that the options were outstanding.
107 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
(a) Overview
Risk is an inherent part of the Groups business activities. Managing risks is therefore integral
to the Groups business strategy and continuing profitability. Where risk is assumed, it is within
a calculated and controlled framework. As the business activities involve the use of financial
instruments, the Group has exposure to the following risks:-
This note presents information about the Groups exposure to each of the above risks, the
Groups objectives, policies and processes for measuring and managing these risks, and the
Groups management of capital. Details of the management of strategic and operational risks are
disclosed in the Risk Management section of the Corporate Governance Report.
The Groups risk management policies are established to identify and analyse the risks faced
by the Group, to set appropriate risk limits and controls, and to regularly monitor risks and
adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions, products and services offered, and emerging best practices. The
Group, through its training and management standards and procedures, aims to develop a
disciplined and constructive control environment, in which all employees understand their roles
and obligations.
The Audit Committee reviews the effectiveness of the financial reporting process and material
internal controls as well as risk management policies and systems with the assistance of internal
audit and other parties.
108 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Credit risk is the potential financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Groups loans
and advances to customers. Other than loans and advances, the Groups investment in debt
securities comprises Singapore Government securities, which are held to meet liquidity and
statutory reserve requirements. For risk management reporting purposes, the Group considers
and consolidates all elements of credit risk exposure. Credit risk concentration is addressed by
setting appropriate credit portfolio limits and monitoring its exposures against the limits on a
regular basis.
The Board of Directors has delegated responsibility for the management of credit risk oversight
to its RMC whilst reserving for itself and various committees approval authority for exposures
exceeding pre-set limits. A separate Risk Management and Credit Control department is
responsible for management of the Groups credit risk, including:-
(i) Formulating credit policies in consultation with business units, covering collateral
requirements, credit assessment, risk grading and reporting, documentary and legal
procedures, and compliance with regulatory and statutory requirements.
(ii) Monitoring the Groups loans portfolio and concentration risk exposures.
(iii) Reviewing and assessing credit risk.
(iv) Maintaining the Groups risk gradings.
(v) Providing advice, guidance and specialist skills to business units to promote best practice
throughout the Group in the management of credit risk.
Credit stress testing forms an integral part of the credit portfolio analysis. It is conducted
periodically to assess the developments in the current operating environment that are relevant
to borrower segments as well as to determine the impact of a deterioration of security values and
a rise in non-performing loans to the Capital Adequacy Ratio.
109 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Individually impaired
Substandard (payment not kept current for 90 days
but fully secured) 66,884 65,223
Loss (fully provided for) 6,647 8,432
Gross amount 73,531 73,655
Specific allowances (6,647) (8,432)
Carrying amount 66,884 65,223
There are no loans and advances graded as doubtful as at 31 December 2015 and 2014.
Impaired: when the Group determines that it is probable that it will be unable to collect all principal
and interest due according to the contractual terms of the transaction.
Past due but not impaired: when contractual interest or principal payments are past due by not
more than three months and the Group believes that specific impairment is not appropriate on
the basis of the security available and/or the stage of collection. Collective allowances have been
set aside on a portfolio basis.
Allowances for doubtful debts: represents the Groups estimate of incurred losses in its loan
portfolio, and comprises principally a specific loss component relating to individually significant
exposures and a collective loss component established for groups of homogeneous assets not
subject to individual assessment for impairment.
110 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Write-off policy: The Group writes off wholly or partially loan balances (together with any related
allowances for doubtful debts) when the Group determines that they are uncollectible. This
determination is reached after considering information such as the occurrence of a deterioration
in the borrowers financial position such that the borrower can no longer pay the obligation, or
that proceeds from collateral will not be sufficient to repay the entire exposure.
Set out below is an analysis of the gross and net (of allowances for doubtful debts) amounts of
individually impaired loans and advances to customers by risk grade.
31 December 2015
Substandard 66,884 66,884
Loss 6,647
Total 73,531 66,884
31 December 2014
Substandard 65,223 65,223
Loss 8,432
Total 73,655 65,223
The Group normally holds collateral against loans and advances to customers. These are in the
form of mortgage interests over property and ownership or other registered interests over assets.
Estimates of fair value of collateral are assessed in each accounting period prior to determination
of individual allowances.
An estimate of the financial effect of collateral and other security enhancements held against loans
and advances to customers on maximum credit risk exposure amounted to $10,030,799,000 (2014:
$9,477,363,000). The Groups claim against such collateral has been limited to the obligations of
the respective obligors.
111 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
The nature and carrying amount of collateral held against financial assets, obtained by taking
possession of the collateral held as security, which remain held at the reporting date are as
follows. Claims against such collateral are limited to the outstanding obligations.
The Group monitors concentrations of credit risk by sector. An analysis of concentrations of credit
risk at the reporting date is shown below:-
Loans and advances
to customers
2015 2014
$000 $000
Concentration by sector
Hire purchase/block discounting 1,343,363 1,229,864
Housing loans secured by property under finance 1,304,197 1,304,478
Other loans and advances:-
Manufacturing 86,594 74,566
Building and construction 4,233,856 4,125,737
General commerce 99,223 87,864
Transport, storage and communication 84,065 82,579
Investment and holding companies 854,321 829,625
Professional and private individuals 449,095 477,518
Others (including hotels, associations and
charitable organisations) 1,744,936 1,475,531
Total 10,199,650 9,687,762
Financial guarantees comprising guarantees issued by the Company to third parties on behalf
of customers amounted to $13,084,000 as at 31 December 2015 (2014: $10,904,000). At the
reporting date, the Company does not consider it probable that claims will be made against the
Company under the guarantees.
112 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations and
commitments resulting from its financial liabilities, or can only access these cash flow needs at
excessive cost. The most common sources of liquidity risk arise from mismatches in the timing and
value of cash inflows and outflows from the Groups statement of financial position exposures.
The Group is currently funded from equity and deposit liabilities. Liquidity risk arises from the
management of the net funding position after accounting for the ongoing cash flows from the
loan assets and the deposit liabilities at various points in time.
Liquidity risk is managed in accordance with the Groups liquidity framework of policies,
contingency funding plan, controls and limits approved by the RMC. This framework ensures that
liquidity risk is monitored and managed in a manner that ensures sufficient sources of funds are
available over a range of market conditions. Stress testing is conducted to assess and plan for the
impact of the scenarios which may put the Groups liquidity at risk.
Liquidity risk is also mitigated through the large number of customers in the Companys diverse
loans and deposits bases and the close monitoring of exposure to avoid any undue concentration.
Contingency funding plans are in place to address potential liquidity crises using early warning
indicators. Crisis escalation procedures and various strategies including funding, communication
and courses of action to be taken have been developed to minimise the impact of any liquidity
crunch.
Company
2015 2014
Notes to the
Financial Statements
Year ended 31 December 2015
The table below shows the remaining contractual undiscounted cash flows of the Groups
financial liabilities on the basis of their earliest possible contractual maturity. The Groups
expected cash flows on these instruments could vary significantly from this analysis. In particular,
the carrying amount of deposits from customers is expected to remain stable; not all undrawn
loan commitments are available to be drawn down immediately upon finalisation of legal
documentation, due to factors like the progressive nature of the facility to be based on the stage
of completion of work in progress.
Over Over Over
Gross 1 month 3 months 1 year More
Carrying nominal Up to to to to than
amount outflow 1 month 3 months 1 year 5 years 5 years
$000 $000 $000 $000 $000 $000 $000
Group
31 December 2015
Non-derivative
financial liabilities
Deposits and balances
of customers 11,443,999 (11,534,019) (2,513,251) (1,815,169) (5,521,643) (1,683,956)
Amount due to
SPRING Singapore 2,257 (2,284) (316) (169) (719) (1,080)
Other liabilities 38,426 (38,426) (19,333) (468) (17,793) (75) (757)
11,484,682 (11,574,729) (2,532,900) (1,815,806) (5,540,155) (1,685,111) (757)
Financial guarantees (13,084) (13,084)
11,484,682 (11,587,813) (2,545,984) (1,815,806) (5,540,155) (1,685,111) (757)
Undrawn loan
commitments (1,897,632) (1,755,286) (142,346)
11,484,682 (13,485,445) (4,301,270) (1,958,152) (5,540,155) (1,685,111) (757)
31 December 2014
Non-derivative
financial liabilities
Deposits and balances
of customers 10,468,530 (10,531,822) (2,653,863) (1,532,344) (5,074,341) (1,271,274)
Amount due to
SPRING Singapore 2,756 (2,784) (298) (172) (700) (1,614)
Other liabilities 43,979 (43,979) (22,161) (488) (20,251) (194) (885)
10,515,265 (10,578,585) (2,676,322) (1,533,004) (5,095,292) (1,273,082) (885)
Financial guarantees (10,904) (10,904)
10,515,265 (10,589,489) (2,687,226) (1,533,004) (5,095,292) (1,273,082) (885)
Undrawn loan
commitments (2,197,692) (1,835,225) (362,467)
10,515,265 (12,787,181) (4,522,451) (1,895,471) (5,095,292) (1,273,082) (885)
114 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Company
31 December 2015
Non-derivative
financial liabilities
Deposits and balances
of customers 11,448,002 (11,538,039) (2,513,571) (1,815,169) (5,525,343) (1,683,956)
Amount due to
SPRING Singapore 2,257 (2,284) (316) (169) (719) (1,080)
Other liabilities 37,101 (37,101) (18,032) (461) (17,776) (75) (757)
11,487,360 (11,577,424) (2,531,919) (1,815,799) (5,543,838) (1,685,111) (757)
Financial guarantees (13,084) (13,084)
11,487,360 (11,590,508) (2,545,003) (1,815,799) (5,543,838) (1,685,111) (757)
Undrawn loan
commitments (1,897,632) (1,755,286) (142,346)
11,487,360 (13,488,140) (4,300,289) (1,958,145) (5,543,838) (1,685,111) (757)
31 December 2014
Non-derivative
financial liabilities
Deposits and balances
of customers 10,472,491 (10,535,797) (2,654,180) (1,532,344) (5,077,999) (1,271,274)
Amount due to
SPRING Singapore 2,756 (2,784) (298) (172) (700) (1,614)
Other liabilities 42,670 (42,670) (20,876) (481) (20,234) (194) (885)
10,517,917 (10,581,251) (2,675,354) (1,532,997) (5,098,933) (1,273,082) (885)
Financial guarantees (10,904) (10,904)
10,517,917 (10,592,155) (2,686,258) (1,532,997) (5,098,933) (1,273,082) (885)
Undrawn loan
commitments (2,197,692) (1,835,225) (362,467)
10,517,917 (12,789,847) (4,521,483) (1,895,464) (5,098,933) (1,273,082) (885)
115 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Interest rate risk is the risk that the value of the Groups financial assets and/or financial liabilities
changes because of changes in interest rates. Interest rate risk arises primarily from the fact that
financial assets and financial liabilities typically reprice at different points in time.
Besides Singapore Government securities intended to be held to maturity, the Groups exposure
to interest rate risk relates primarily to the Groups loan portfolio, deposit liabilities and any
interest-bearing borrowings. Interest rate risk will arise when these assets and liabilities mature
or reprice at different times or in differing amounts, or when market conditions dictate the extent
of repricing possible. The Group manages this risk through diversity in its loan portfolio and to a
lesser extent in its deposit portfolio, and maintains a capital adequacy ratio in excess of statutory
requirements.
Repricing analysis
The following table indicates the periods in which the financial instruments reprice or contractually
mature, whichever is the earlier.
Actual repricing dates may differ from contractual repricing dates due to prepayment of loans or
early withdrawal of deposits.
116 HONG LEONG FINANCE LIMITED
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Notes to the
Financial Statements
Year ended 31 December 2015
31 December 2015
Financial assets
Financial liabilities
31 December 2014
Financial assets
Financial liabilities
Notes to the
Financial Statements
Year ended 31 December 2015
31 December 2015
Financial assets
Financial liabilities
31 December 2014
Financial assets
Financial liabilities
Notes to the
Financial Statements
Year ended 31 December 2015
Sensitivity analysis
Interest rate sensitivity analyses are performed under various interest rate scenarios using
simulation modeling where the sensitivity of projected net interest income is measured against
changes in market interest rates. The projected impact on future net interest income before tax
over the next twelve months from the close of the year resulting from a 100 basis points parallel
shift in the yield curves applied to the year end position is a gain/(loss) of:-
Group
2015 2014
$000 $000
The above sensitivity analysis is illustrative only. It assumes that interest rates of all tenors move
by the same amount and does not reflect the potential impact on net interest income of some
rates changing while others remain unchanged. The analysis also assumes that all financial assets
and liabilities run to contractual maturity without action by the Group to mitigate any impact of
changes in interest rates.
The Boards policy is to maintain a strong capital base so as to maintain investor, customer and
market confidence and to sustain future development of the business. The Assets and Liabilities
Committee reviews the adequacy of capital by monitoring the levels of major assets and liabilities
taking into account the underlying risks of the Groups business and compliance with regulatory
capital requirements. The Board of Directors monitors the level of dividends to shareholders.
Regulatory capital
The Group maintains a capital adequacy ratio in excess of the prescribed ratio, expressed as a
percentage of total capital to total risk-weighted assets.
The Groups regulatory capital includes share capital, accumulated profits, statutory reserve,
capital reserve and share option reserve. Risk-weighted assets are determined according to
regulatory requirements that reflect the varying levels of risk attached to assets and off-balance
sheet exposures.
119 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
The capital adequacy ratio for 2015 is computed based on MAS Notice 832, Notice on Risk Based
Capital Adequacy Requirements for Finance Companies Incorporated in Singapore effective
1 January 2015.
(a) Loans, advances and receivables and deposits and balances of customers
The fair value of fixed rate loans, advances and receivables and deposits and balances of
customers, which will mature and reprice more than six months after the reporting date, has
been determined by discounting the relevant cash flows using current interest rates for similar
instruments at the reporting date. The carrying amounts of financial assets and financial liabilities
with a maturity of six months or less (including other loans, advances and receivables, and other
deposits/savings accounts) approximate their fair values.
Fair value is based on quoted market bid prices at the reporting date.
The carrying amounts of other financial assets and financial liabilities with a maturity of less than
one year (including other receivables, other deposits, cash, trade payables and other payables)
are estimated to approximate their fair values in view of the short period to maturity.
There are no financial assets and financial liabilities classified as held for trading.
120 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
In accordance with the accounting policy on Financial Instruments and pursuant to FRS 39, certain
financial assets and financial liabilities are not carried at fair value in the statements of financial position
as at 31 December. The aggregate net fair values of these financial assets and financial liabilities are
disclosed in the following table:-
Group
Carrying Fair Carrying Fair
amount value amount value
2015 2015 2014 2014
Note $000 $000 $000 $000
Financial assets
Financial liabilities
Company
Carrying Fair Carrying Fair
amount Value amount value
2015 2015 2014 2014
Note $000 $000 $000 $000
Financial assets
Financial liabilities
Notes to the
Financial Statements
Year ended 31 December 2015
Level 1: quoted prices (unadjusted) in active markets 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 (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3: unobservable inputs for the asset or liability including prices of an item that is not
identical.
Group financial assets and financial liabilities not carried at fair value but for which fair values are disclosed*
The fair value of the portion of loans, advances and receivables being Level 3 instruments amounts
to $2.65 billion (2014: $2.17 billion) against a carrying value of $2.662 billion (2014: $2.166 billion).
Singapore Government securities are Level 1 instruments with fair value of $1.32 billion (2014: $1.25
billion). The portion of deposits and balances of customers being Level 2 instruments have a fair value
of $9.25 billion (2014: $8.49 billion) against a carrying value of $9.22 billion (2014: $8.46 billion).
* Excludes financial assets and financial liabilities whose carrying amounts measured on the amortised
cost basis approximate their fair values due to their short-term nature or frequent repricing and
where the effect of discounting is immaterial.
26. Commitments
At 31 December, the Group and the Company had commitments for future minimum lease
payments under non-cancellable operating leases as follows:-
The Group leases office premises, residential premises and motor vehicles under operating
leases. The length of the leases ranges from two to ten years, with options to renew the leases.
None of the leases include contingent rentals.
122 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
At 31 December, the Group and the Company had outstanding capital commitments in respect
of contracts to purchase property, plant and equipment amounting to $6,000 (2014: $2,037,000).
At 31 December, the Group and the Company had undrawn loan commitments amounting to
$1,897,632,000 (2014: $2,197,692,000).
The Company is considered to be a subsidiary of Hong Leong Investment Holdings Pte. Ltd. Transactions
entered into by the Group and the Company with related parties (including members of the Hong Leong
Investment Holdings Pte. Ltd. group) incurred in the ordinary course of business from time to time and
at market value, primarily comprise loans, deposits, provision of corporate advisory services, insurance
transactions, property-related transactions, purchase/sale of property, management services, incidental
expenses and/or other transactions relating to the business of the Group and the Company.
Directors remuneration (inclusive of fees) included in key management personnel compensation amounted
to $3,074,000 (2014: $2,944,000).
123 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Key management personnel of the Company participate in the Share Option Scheme as described in
Note 5. During the year, options to 255,500 (2014: 205,000) shares were granted to key management
personnel. These share options are subject to a vesting schedule.
Options held by key management personnel at the end of the year are as follows:-
2015 2014
Granted on
28.9.2005 661,000
28.9.2006 486,600 486,600
19.9.2007 694,500 694,500
30.9.2008 732,000 732,000
29.9.2009 687,000 687,000
28.9.2010 762,000 762,000
29.9.2011 574,590 663,190
14.9.2012 511,000 511,000
25.9.2013 281,000 281,000
25.9.2014 281,000 281,000
23.9.2015 255,500
Options held by an Executive Director included in key management personnel at the end of the year are
as follows:-
2015 2014
Granted on
28.9.2005 360,000
28.9.2006 324,000 324,000
19.9.2007 378,000 378,000
30.9.2008 378,000 378,000
29.9.2009 360,000 360,000
28.9.2010 400,000 400,000
29.9.2011 360,000 360,000
14.9.2012 256,000 256,000
25.9.2013 160,000 160,000
25.9.2014 160,000 160,000
23.9.2015 144,000
124 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Notes to the
Financial Statements
Year ended 31 December 2015
Notes to the
Financial Statements
Year ended 31 December 2015
* Key Management Personnel relate to key management personnel of the Group and the Company and of the holding company of the
Company and their close family members.
Loans and deposits transactions with related parties are conducted at arms length in the ordinary course
of business. Credit facilities granted are subject to the Companys normal credit evaluation, approval,
monitoring and reporting processes. Loans and advances are secured on equity securities or property,
plant and equipment.
No impairment losses have been recorded against balances outstanding during the financial year with
related parties, and no specific allowance has been made for balances with related parties at the end of
the financial year.
129 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Notes to the
Financial Statements
Year ended 31 December 2015
These disclosures supplement the commentary on financial risk management in Note 24.
The Group reviews the loan portfolio to assess impairment at least on a quarterly basis. The
specific counterparty component of the total allowances for doubtful debts applies to claims
evaluated individually for impairment and is based on managements best estimate of the
present value of the cash flows that are expected to be received. In estimating these cash flows,
management makes judgements about a counterpartys financial situation and the net realisable
value of any underlying collateral. Each impaired asset is assessed on its merits.
Collectively assessed allowances cover credit losses inherent in portfolios of claims with similar
economic characteristics when there is objective evidence to suggest that they contain impaired
claims, but the individual impaired items cannot yet be identified. The Group makes judgements as
to whether there is any observable data indicating a measurable decrease in the estimated future
cash flows of the loan portfolio. The evidence may include observable data indicating adverse
changes in the payment status of certain groups of borrowers or local economic conditions that
correlate with defaults in the loan portfolio. Management uses estimates based on historical
loss experience for loans, advances and receivables with credit risk characteristics and objective
evidence of impairment similar to those in the loan portfolio when scheduling future cash flows.
The methodology and assumptions used for estimating the amount and timing of cash flows
are reviewed regularly to reduce any differences between estimates and actual loss experience.
Collectively assessed allowances also take into account prevailing regulatory considerations.
Non-derivative financial assets with fixed or determinable payments and fixed maturity are
classified as held to maturity. In classifying financial assets as held-to-maturity, the Group has
determined that it has both the positive intention and ability to hold the assets to maturity. The
Group does not classify any financial assets as held to maturity if during the current financial
year or during the two preceding financial years, it sold or reclassified more than an insignificant
amount of held-to-maturity investments before and not close to their maturity. If the conditions
are not complied with, the investments will be reclassified as available-for-sale and measured
at fair value. As at the end of the current financial year, had the held-to-maturity investments
been classified as available-for-sale, the fair value would have decreased by $15,006,000 (2014:
$12,875,000), with a corresponding entry in the fair value reserve in equity.
130 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Analysis of Shareholdings
As at 7 March 2016
No. of No. of
Range of Shareholdings Shareholders % Shares Held %
Based on the information available to the Company as at 7 March 2016, approximately 44.81% of the total
number of issued shares of the Company is held by the public and therefore, Rule 723 of the Listing Manual
issued by Singapore Exchange Securities Trading Limited is complied with.
* The percentage of shares held is based on the total number of issued shares of the Company as at 7 March 2016.
131 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Analysis of Shareholdings
As at 7 March 2016
Substantial Shareholders
No. of Shares
Direct Deemed Total
Interest Interest Interest %*
* The percentage of shares held is based on the total number of issued shares of the Company as at 7 March 2016.
Notes:
(1) Hong Realty (Private) Limited (HR) is deemed under Section 4 of the Securities and Futures Act, Chapter 289 of Singapore (SFA) to have an
interest in the 23,678,335 shares held directly by companies in which it is entitled to exercise or control the exercise of not less than 20% of the
votes attached to the voting shares thereof.
(2) Hong Leong Enterprises Pte. Ltd. (HLE) is deemed under Section 4 of the SFA to have an interest in the 19,968,812 shares held directly and/or
indirectly by companies in which it is entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares
thereof.
(3) Hong Leong Investment Holdings Pte. Ltd. (HLIH) is deemed under Section 4 of the SFA to have an interest in the 106,252,582 shares held
directly and/or indirectly by companies in which it is entitled to exercise or control the exercise of not less than 20% of the votes attached to the
voting shares thereof, which includes (i) the 46,949,705 shares held directly and indirectly by HR and (ii) the 24,453,859 shares held directly and
indirectly by HLE.
(4) Davos Investment Holdings Private Limited and Kwek Holdings Pte Ltd are deemed under Section 4 of the SFA, to have interests in the 205,860,758
shares held directly and/or indirectly by HLIH in which each of them is entitled to exercise or control the exercise of not less than 20% of the votes
attached to the voting shares thereof.
132 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
NOTICE IS HEREBY GIVEN that the Fifty-Sixth Annual General Meeting (the Meeting) of HONG LEONG FINANCE
LIMITED (the Company) will be held at M Hotel Singapore, Banquet Suite, Level 10, 81 Anson Road, Singapore
079908, on Thursday, 21 April 2016 at 3.00 p.m. for the following purposes:
A) Ordinary Business:
1. To receive and adopt the Directors Statement and Audited Financial Statements for the year ended 31
December (FY) 2015 and the Auditors Report thereon.
2. To declare a final one-tier tax exempt dividend of 7 cents per share for FY 2015 (Final Dividend).
3. To approve Directors Fees of $769,603 for FY 2015 (FY 2014: $777,000), Fees to the Audit Committee of
$140,000 for FY 2016 (FY 2015: $140,000) and Fees to the Risk Management Committee of $240,000 for FY
2016 (FY 2015: $240,000).
4. To re-elect the following Directors retiring in accordance with the Companys Constitution and who, being
eligible, offer themselves for re-election:
5. To appoint the following Directors who were re-appointed at the Companys Fifty-Fifth Annual General
Meeting to hold office until this Meeting pursuant to Section 153(6) of the Companies Act, Chapter 50 of
Singapore, which provision has since been repealed:
6. To re-appoint KPMG LLP as Auditors and to authorise the Directors to fix their remuneration.
B) Special Business:
To consider and, if thought fit, to pass, with or without any modifications, the following resolutions, of
which Resolutions 7 and 8 will be proposed as Ordinary Resolutions and Resolution 9 will be proposed as
a Special Resolution:
(a) (i) issue shares in the capital of the Company (shares) whether by way of rights, bonus or
otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, Instruments) that might or would
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may, in their absolute discretion, deem fit; and
(b) (notwithstanding the authority conferred by this Ordinary Resolution may have ceased to be in force)
issue shares in pursuance of any Instrument made or granted by the Directors while this Ordinary
Resolution was in force,
133 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
provided that:
(1) the aggregate number of shares to be issued pursuant to this Ordinary Resolution (including
shares to be issued in pursuance of Instruments made or granted pursuant to this Ordinary
Resolution but excluding shares which may be issued pursuant to any adjustments effected
under any relevant Instrument), does not exceed 50% of the total number of issued shares
of the Company (as calculated in accordance with sub-paragraph (2) below), of which the
aggregate number of shares to be issued other than on a pro rata basis to shareholders of
the Company (including shares to be issued in pursuance of Instruments made or granted
pursuant to this Ordinary Resolution but excluding shares which may be issued pursuant to
any adjustments effected under any relevant Instrument) does not exceed 20% of the total
number of issued shares of the Company (as calculated in accordance with sub-paragraph (2)
below);
(2) (subject to such manner of calculation as may be prescribed by Singapore Exchange Securities
Trading Limited (SGX-ST)) for the purpose of determining the aggregate number of shares
that may be issued under sub-paragraph (1) above, the percentage of issued shares of the
Company shall be based on the total number of issued shares of the Company at the time this
Ordinary Resolution is passed, after adjusting for:
(i) new shares arising from the conversion or exercise of any convertible securities or
share options which are outstanding or subsisting at the time this Ordinary Resolution is
passed; and
(3) in exercising the authority conferred by this Ordinary Resolution, the Company shall comply
with the provisions of the Listing Manual of SGX-ST for the time being in force (unless such
compliance has been waived by 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
Ordinary Resolution shall continue in force until the conclusion of the next Annual General
Meeting (AGM) of the Company or the date by which the next AGM of the Company is
required by law to be held, whichever is the earlier.
8. That approval be and is hereby given to the Directors to offer and grant options in accordance with
the provisions of the Hong Leong Finance Share Option Scheme 2001 (the SOS) to eligible participants
under the SOS other than Parent Group Employees and Parent Group Non-Executive Directors (each as
defined under the terms of the SOS) and to allot and issue from time to time such number of shares of
the Company as may be required to be issued pursuant to the exercise of the options granted under the
SOS, provided that:
(a) the aggregate number of shares to be issued pursuant to the SOS shall not exceed 15% of the total
number of issued shares of the Company from time to time; and
(b) the aggregate number of shares to be issued during the entire operation of the SOS (subject to
adjustments, if any, made under the SOS) shall not exceed such limits or (as the case may be) sub-
limits as may be prescribed in the SOS.
9. That the new Constitution of the Company submitted to this Meeting and, for the purpose of identification,
subscribed to by the Company Secretary be approved and adopted as the new Constitution of the
Company in substitution for, and to the exclusion of, the existing Constitution.
134 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Subject to the approval of the shareholders at the Meeting for the payment of the Final Dividend, the Share
Transfer Books and Register of Members of the Company will be closed on 6 May 2016. Duly completed
registrable transfers received by the Companys Share Registrar, M & C Services Private Limited of 112 Robinson
Road #05-01, Singapore 068902 up to 5.00 p.m. on 5 May 2016 will be registered to determine shareholders
entitlement to the Final Dividend.
The Final Dividend, if approved by the shareholders at the Meeting, will be paid on 23 May 2016.
Explanatory Notes:
1. With reference to item 3 of the Ordinary Business above, the Directors Fees of $769,603 for FY 2015
exclude the fees of $140,000 and $240,000 paid to the Audit Committee (AC) and the Risk Management
Committee (RMC) respectively for FY 2015, which had been approved by shareholders at the 2015 AGM
of the Company. The payment of the fees to the AC and RMC for FY 2016 shall be made on a quarterly
basis in arrears at the end of each calendar quarter (except for the first quarter of 2016 which shall be
made upon the approval by the shareholders at the Meeting). The structure of fees paid or payable to
Directors for FY 2015 can be found on page 48 of the Annual Report.
2. Key information on Mr Kwek Leng Kee, who is seeking re-election as a Director of the Company under item
4(a) of the Ordinary Business above, is found on page 20 of the Annual Report. Mr Kwek Leng Kee is a non-
executive non-independent Director of the Company. He is the cousin of Mr Kwek Leng Beng and Mr Kwek
Leng Peck. Details of his share interest in the Company and its related corporations can be found on pages
61 to 64 of the Annual Report. Mr Kwek Leng Kee is also the Assistant Managing Director and a shareholder
of Hong Leong Holdings Limited, a director and a shareholder of Hong Realty (Private) Limited (HR), Hong
Leong Investment Holdings Pte. Ltd. (HLIH) and Davos Investment Holdings Pte Ltd (Davos). Each of HR,
HLIH and Davos holds more than 10% direct and/or deemed interest in the Company.
3. With reference to item 4(b) of the Ordinary Business above, Mr Poad Mattar will, upon re-election as a Director
of the Company, remain as the Lead Independent Director, the chairman of the AC, Remuneration Committee
(RC) and the Hong Leong Finance Share Option Scheme 2001 Committee (SOSC), and a member of the
Nominating Committee (NC).
Key information on Mr Mattar is found on pages 20 and 21 of the Annual Report. Mr Mattar has no
shareholdings in the Company and its related corporations, and has no relationships with the Company, its
related corporations, its 10% shareholders or its Directors that could interfere, or be reasonably perceived
to interfere, with the exercise of his independent business judgement with a view to the best interests of
the Company.
135 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
4. With reference to item 5(a) of the Ordinary Business above, Mr Kwek Leng Beng will, upon appointment as a
Director of the Company, remain as Chairman of the Board, chairman of the Executive Committee (Exco),
and a member of the NC and the RMC. Mr Kwek Leng Beng is an executive Director of the Company.
Key information on Mr Kwek Leng Beng is found on page 19 of the Annual Report. Mr Kwek Leng Beng is
the cousin of Mr Kwek Leng Peck and Mr Kwek Leng Kee. Details of Mr Kwek Leng Bengs share interest in
the Company and its related corporations can be found on pages 61 to 64 of the Annual Report. Mr Kwek
Leng Beng is also a director and a shareholder of HR, HLIH and Kwek Holdings Pte Ltd, each of which holds
more than 10% direct and/or deemed interest in the Company.
5. With reference to item 5(b) of the Ordinary Business above, Mr Bertie Cheng will, upon appointment as a
Director of the Company, remain as chairman of the NC and RMC and also as a member of the Exco, RC
and SOSC. Mr Cheng is considered an independent Director.
Key information on Mr Cheng is found on page 20 of the Annual Report. Mr Cheng has no shareholdings
in the Company and its related corporations, and has no relationships with the Company, its related
corporations, its 10% shareholders or its Directors that could interfere, or be reasonably perceived to
interfere, with the exercise of his independent business judgement with a view to the best interests of the
Company.
6. The Ordinary Resolution set out in item 7 of the Special Business above, if passed, will empower the
Directors of the Company from the date of the Meeting until the next AGM (unless such authority is revoked
or varied at a general meeting) to issue shares and/or make or grant Instruments that might require new
shares to be issued up to a number not exceeding 50% of the Companys total number of issued shares, of
which up to 20% may be issued other than on a pro rata basis to shareholders. The aggregate number of
shares which may be issued under this Ordinary Resolution will be calculated based on the total number
of issued shares of the Company at the time this Ordinary Resolution is passed, after adjusting for new
shares arising from the conversion or exercise of any convertible securities or share options which are
outstanding or subsisting at the time this Ordinary Resolution is passed and any subsequent bonus issue,
consolidation or subdivision of shares.
7. The Ordinary Resolution set out in item 8 of the Special Business above, if passed, will empower the Directors
to offer and grant options in accordance with the SOS to eligible participants under the SOS other than Parent
Group Employees and Parent Group Non-Executive Directors (each as defined under the terms of the SOS) and
to issue from time to time such number of shares of the Company pursuant to the exercise of such options
under the SOS subject to such limits or sub-limits as prescribed in the SOS. (see note below on voting restrictions)
Please note that if a shareholder is eligible to participate in the SOS (other than as a director and/or employee of
HLIH and its subsidiaries (but not including the Company)), he should abstain from voting at the Meeting in respect
of the Ordinary Resolution set out in item 8 in relation to the SOS, and should not accept nominations as proxies or
otherwise for voting at the Meeting, in respect of the aforesaid ordinary resolution, unless specific instructions have
been given in the proxy form on how the vote is to be cast for the aforesaid resolution.
8. The Special Resolution set out in item 9 of the Special Business above is to adopt a new Constitution for
the Company following the wide-ranging changes to the Companies Act, Chapter 50 of Singapore (the
"Companies Act") introduced pursuant to the Companies (Amendment) Act 2014 (the Amendment Act).
The new Constitution will consist of the memorandum and articles of association of the Company which
were in force immediately before 3 January 2016, and incorporate amendments to, inter alia, take into
account the changes to the Companies Act introduced pursuant to the Amendment Act. Please refer to the
Letter to Shareholders for more details on the new Constitution.
136 HONG LEONG FINANCE LIMITED
ANNUAL REPORT 2015
Meeting Notes:
1. (i) 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 members form of proxy appoints more than
one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be
specified in the form of proxy.
(ii) 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 members form of proxy appoints more
than two proxies, the number and class of shares in relation to which each proxy has been appointed
shall be specified in the form of proxy.
Relevant intermediary has the meaning ascribed to it in Section 181 of the Companies Act.
3. The form of proxy must be deposited at the office of the Companys Share Registrar, M & C Services
Private Limited at 112 Robinson Road, #05-01, Singapore 068902, not less than 48 hours before the time
appointed for holding the Meeting.
4. Completion and return of the form of proxy shall not preclude a member from attending and voting at the
Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a 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 this form of proxy to the Meeting.
5. Pursuant to Rule 730(A)(2) of the Listing Manual of SGX-ST, all resolutions at the Meeting shall be voted on
by way of a poll.
6. Polling will be done by way of an electronic poll voting system and members present in person or
represented by proxy at the Meeting will be entitled to vote on a one-share, one-vote basis. The detailed
procedures for the electronic poll voting will be explained at the Meeting.
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the
Meeting and/or any adjournment thereof, a member of the Company:
(a) consents to the collection, use and disclosure of the members 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 Meeting (including any
adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other
documents relating to the Meeting (including any adjournment thereof), and in order for the Company (or
its agents or service providers) to comply with any applicable legislation, the Listing Manual of SGX-ST and/
or other regulatory guidelines (collectively, the Purposes);
(b) warrants that where the member discloses the personal data of the members 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) 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
(c) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands,
losses and damages as a result of the members breach of warranty.
HONG LEONG FINANCE LIMITED IMPORTANT:
1. Relevant intermediaries (as defined in Section 181 of the
Co. Reg. No. 196100003D Companies Act, Chapter 50 of Singapore) may appoint more
(Incorporated in the Republic of Singapore) than two proxies to attend, speak and vote at the AGM.
2. This Proxy Form is not valid for use and shall be ineffective
for all intents and purposes if used or purported to be used
by CPF/SRS investors who hold shares through their CPF/
PROXY FORM SRS funds. CPF/SRS investors should contact their respective
Agent Banks/SRS operators if they have any queries regarding
their appointment as proxies.
for 56th Annual General Meeting
3. 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 AGM
dated 29 March 2016.
of ____________________________________________________________________________________________________________________
being *a member/members of HONG LEONG FINANCE LIMITED (the Company), hereby appoint
* and/or
Name NRIC/Passport No. Proportion of Shareholdings
No. of shares %
Address
as *my/our *proxy/proxies to attend, speak and vote for *me/us on *my/our behalf at the 56th Annual General
Meeting of the Company (the AGM) to be held at M Hotel Singapore, Banquet Suite, Level 10, 81 Anson Road,
Singapore 079908 on Thursday, 21 April 2016 at 3.00 p.m. and at any adjournment thereof. *I/We direct *my/our
*proxy/proxies to vote for or against the Resolutions to be proposed at the AGM (of which Resolution Nos. 1 to 8
will be proposed as Ordinary Resolutions and Resolution No. 9 will be proposed as a Special Resolution) as indicated
with an X in the spaces provided hereunder. If no specific direction as to voting is given, the *proxy/proxies will
vote or abstain from voting at *his/their discretion, as *he/they will on any other matter arising at the AGM.
___________________________________________
Signature(s) of member(s)/Common Seal
* Delete accordingly
1. (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 AGM. Where such members form of proxy appoints more than one proxy, the proportion of the shareholding
concerned to be represented by each proxy shall be specified in the form of proxy.
(b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at
the AGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such
member. Where such members form of proxy appoints more than two proxies, the number 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, Chapter 50 of Singapore.
3. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register
(maintained by the Central Depository (Pte) Limited), you should insert that number of shares. If you have shares registered in
your name in the Register of Members (maintained by or on behalf of the Company), you should insert that number of shares.
If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of
Members, you should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to
relate to all the shares held by you.
4. This form of proxy must be signed by the appointor or his attorney duly authorised in writing. Where the form of proxy is
executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly
authorised officer. Where a form of proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney
or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the form of proxy, failing
which the form of proxy may be treated as invalid.
5. 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 AGM in accordance with its Constitution and Section 179 of the Companies Act, Chapter
50 of Singapore.
6. Completion and return of this form of proxy shall not preclude a member from attending and voting at the AGM. Any
appointment of a proxy or proxies shall be deemed to be revoked if a 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 this form of proxy to the AGM.
7. This form of proxy must be deposited at the office of the Companys Share Registrar, M & C Services Private Limited at 112
Robinson Road, #05-01, Singapore 068902, not less than 48 hours before the time fixed for holding the AGM.
8. The Company shall be entitled to reject the form of proxy if it is incomplete, improperly completed, illegible or where the
true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the form of proxy
(including any related attachment). In addition, in the case of shares entered in the Depository Register, the Company may
reject any form of proxy lodged if the member, being the appointor, is not shown to have shares entered against his name in
the Depository Register as at 72 hours before the time appointed for holding the AGM as certified by The Central Depository
(Pte) Limited to the Company.
Fold Here
PROXY FORM
Affix
Postage
Stamp
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BRANCHES AND
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www.hlf.com.sg
Co.Reg.No. 196100003D