01HMI
01HMI
01HMI
MANAGEMENT
INTERNATIONAL
CelebratingHealth
2014
Annual Report
Vision
Improving lives through healthcare and education
Mission
To be a leading regional healthcare company committed to the delivery of quality
products and services with care and compassion, that:
Your Health,
Our Passion.
care+passion+ commitment
Contents
1 Providing Quality Healthcare Across the Region
2 Performance Overview
3 Financial Highlights
4 Chairmans Message
6 Board of Directors
8 Senior Management
9 Malaysia Economic and Healthcare Review
10 Mahkota Medical Centre
13 Regency Specialist Hospital
15 Education Institutes
16 Nurturing Our People
17 Engaging Our Stakeholders
18 Reaching Out from the Heart
21 Corporate Governance Report
34 Financial Contents
IBC Corporate Information
Providing Quality Healthcare Across the Region
HMI owns and operates two tertiary care hospitals in Malaysia, the flagship Mahkota
Medical Centre (Mahkota) in Malacca and Regency Specialist Hospital (Regency)
in Iskandar Malaysia, Johor, which provide a comprehensive suite of medical and
surgical disciplines. To reach out to regional patients, HMI has a network of 21 patient
representative offices. With more than 22 years of experience in hospital management,
HMI provides project consultancy and advisory services.
HMI also owns and operates HMI Institute of Health Sciences in Singapore and
Mahkota Institute of Health Sciences and Nursing in Malacca, Malaysia.
245,415
209,221
173,884
7,574
140,846
1,816
(2,924) (481)
FY2010 FY2011 FY2012 FY2013 FY2014 FY2010 FY2011 FY2012 FY2013 FY2014
93,343 16.18
85,770 85,925 14.87 14.90
13.69
67,434
FY2010 FY2011 FY2012 FY2013 FY2014 FY2010 FY2011 FY2012 FY2013 FY2014
1.31
0.33
(0.57) (0.08)
Group Overview
Group revenue increased from RM 245 million in In addition, the Group also recognised a share of profit
FY2013 to RM 293 million in FY2014, representing a of RM 5 million from associates due to the improved
19% increase. This strong and consistent performance overall performance by associate companies, mainly
was mainly contributed by the Groups hospital as a result of higher contribution from the valuation of
segment, which registered an RM 47 million increase investment properties.
as compared to FY2013. The Groups education
segment also registered an increase in revenue of RM On a consolidated basis, the Group achieved a
0.6 million compared to FY2013. consolidated profit after tax of RM 36 million for the
year under review, an increase of RM 17 million
Gross profit margin of the Group increased from as compared to the previous year. The significant
27% to 29% in FY2014, largely backed by improved improvement is a result of Regency achieving
operations and higher patient loads at both hospitals. profitability in FY2014. Total net profit attributable
The increase of net operating expenses by RM 3 to equity holders in the year under review is RM 16
million, or 7% as compared to FY2013, is in line with million.
the growth of business operations.
In terms of financial leverage, the Group continued to
The Groups operating profit registered a 53% improve its net gearing which has improved from 0.41
increase to RM 45 million in FY2014 from the previous to 0.19 in FY2014, predominantly due to the reduction
year, as a result of higher revenue, improved gross in long term borrowings, as well as the repayment of
profit margin and operating expenses management. certain short term borrowings.
Dr Tan Cheng Hock Ms May Tan Mei Yen Ms Sally Tan Mr Mok Chek Min Mr Lee Soon Teck
Dr Teh Peng Hooi Mr Albert Choong Mr Derrick Chan Ms Siti Muslehat Ms Vickie See
Bte Mustaffa Wai Gai
2013 was generally another good year for Malaysias segments. The hospital, medical devices and
economy at large, as the country recorded a 4.7% GDP pharmaceutical segments are expected to register
growth rate. GDP growth rate for private healthcare a compound annual growth rate of 17.3%, 14% and
services at 8.3% outpaced the overall countrys GDP 11.4%, respectively, for the period 2012 to 2018.
growth rate for 2013. Per capita income was US$10,060
at the end of 2013. Unemployment rate remained at Malaysia is fast establishing itself as a medical tourism
a relatively low level of 3.1%. While the percentage of hub in South East Asia. The importance of health
household expenditure on healthcare services has been tourism was identified under the NKEAs, and the
increasing in Malaysia, there is still a considerably large Malaysia Healthcare Travel Council was established
gap as compared to 5.3% in the Singapore market. to promote and develop the countrys health tourism
industry. In 2013, Malaysia received around 768,000
Malaysias key development master plan, the Economic patients, an increase of 15% from the prior year,
Transformation Programme (ETP), was launched comprising patients around the globe of which a large
in 2010. The ETP aims to propel Malaysia into a high number come from Indonesia. In 2013, Forbes ranked
income economy, defined by per capital income of Malaysia as the third best country to retire in, and the
US$15,000, principally through a private sector-led aged care industry is expected to be worth $1.2 billion
growth model by 2020. A total of RM132.8 billion private by 2020. Medical tourists and foreign retirees too are
investment in 2013 has fueled the targeted growth in choosing Malaysia due to the lower cost of healthcare
Malaysia at a greater pace, and also helped to create and other incentives.
more high-income jobs. Under the ETP, healthcare
has been identified as 1 of 12 National Key Economic In terms of regulatory update for the private healthcare
Areas (NKEAs). These NKEAs will receive prioritised industry in Malaysia, the amendment of the Malaysian
government support including funding, top talent and Private Healthcare and Facilities Act has been approved
Prime Ministerial attention. Significant investments have in December 2013. This amendment allows for an
been made in healthcare, with new hospitals in various increase in medical consultation fees and an increase
locations in East and West Malaysia expected to be of 14% to 18% in medical procedure fees. Most private
open over the next 5 years. hospitals have begun progressively adopting the new
pricing in 2014. In addition, the 6% Goods and Services
According to Frost & Sullivans latest Malaysia Tax (GST), which is planned to be implemented in
Healthcare Outlook report, the hospital market in April 2015, is expected to increase the cost of healthcare
Malaysia was the top segment in terms of revenues, delivery in Malaysia.
followed by the medical devices and pharmaceutical
As Mahkota marks its 20th Anniversary this year, the hospital once again received the Brand Laureate SMEs Masters Award
by the Asia Pacific Brand Foundation (APBF) for Best Brand in Wellness Healthcare Hospital.
Regency Specialist Hospital organises numerous marketing and outreach activities to raise awareness of the
hospital and develop friendships, goodwill and partnerships with local and regional communities and organisations.
Regency celebrates Chinese New Year Open House attended by local authorities and other organisations
in the Johor area.
Regency organises the first Regency Bowling Competition for corporate clients, associations and partners
to come together and compete in a friendly game of bowling.
Regency collaborates with association and corporate partners to bring joy to the elderly from Rumah
Kebajikan Seri Kenangan, Johor Bahru during International Womens Day.
HMI Institute of Health Sciences Lean Suan, Senior Minister of State for Health
HMI Institute of Health Sciences (HMI Institute) is & Manpower, for 255 WSQ healthcare support
a dedicated private provider of healthcare training graduates. Graduates experienced a proud
in Singapore and one of two Singapore Workforce moment with the launch of Heart for Hearts, a
Development Agency (WDA) appointed Continuing Community Involvement Programme that they had
Education and Training (CET) Centres for the actively participated in.
healthcare support sector in Singapore. During the
year under review, HMI Institute contributed positively HMI Institute collaborated with Ren Ci Hospital to
to the overall Group performance, and continued to implement applied clinical learning methodology in
increase student headcount due to greater demand for teaching and learning in the WSQ Therapy Services
healthcare support jobs in Singapore. certification course.
The Board and Management of Health Management International Limited (HMI or the Company) firmly believe
that good corporate governance is essential to the sustainability of the Companys business and performance.
HMIs corporate governance is built upon principles and guidelines set by the:
The Company has adhered to principles and guidelines from the Code issued by the Singapore Council on Corporate
Disclosure and Governance so as to protect shareholders interests and enhance long-term shareholders value
and corporate transparency.
Board Approval
Matters which are specifically reserved to the Board for approval are:
Board Committees
To assist the Board in discharging its oversight function, various Board Committees, namely the Audit,
Nominating, and Remuneration Committees, have been constituted with clear written terms of reference and
operating procedures. The effectiveness of each committee is also constantly reviewed by the Board. All the
Board Committees are actively engaged and play an important role in ensuring good corporate governance in the
Company and within the Group.
As part of the Companys continuing education programme for all Directors, the Board maintains a policy for
any Director to attend relevant seminars and courses conducted by, including without limitation, the Singapore
Institute of Directors and SGX-ST, at the Companys expense.
Board Meetings
The Board meets regularly and as warranted. The Company adopts a policy whereby Directors are welcome to
request the Management for further explanations, briefings or informal discussions on any aspect of the Companys
operations or business issues.
The attendances of the Directors at meetings of the Board and Board Committees, as well as the frequency of such
meetings, are set out below.
Nominating Remuneration
HMI Board Audit Committee Committee Committee
Number Number Number Number Number Number Number Number
of of of of of of of of
Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings
Name Held Attended Held Attended Held Attended Held Attended
Dr Gan See Khem 2 2 4 NA 3 NA 3 NA
Dr Chin Koy Nam 2 2 4 NA 3 NA 3 NA
Dr Cheah Way Mun 2 2 4 4 3 3 3 3
Professor Tan Chin Tiong 2 2 4 4 3 3 3 3
Mr Gan Lai Chiang, Andy 2 2 4 4 3 3 3 3
The Board considers that the current Board size of five and number of Board Committees are appropriate for
effective decision-making, taking into account the scope and nature of the operations of the Group.
The Nominating Committee is also of the view that the current Board comprises persons who can collectively
provide core competencies necessary for meeting HMIs objectives.
Details of the qualifications and major appointments of the Directors are set out in pages 6 and 7 of this Annual
Report.
Board Independence
The Nominating Committee determines on an annual basis whether a Director is independent. The Code provides
that an Independent Director is independent from any Management and business relationship with HMI, and also
independent from any substantial shareholder of HMI. Under this definition, the Nominating Committee considers
that, apart from Dr Gan See Khem and Dr Chin Koy Nam, the three non-executive Directors are all independent.
The Nominating Committee also considers its non-executive Directors to be of calibre and adequate in number,
and their views to be of sufficient weight that no individual or small group can dominate the Boards decision-
making processes. The non-executive Directors have no financial or contractual interests in the Group other than
by way of their fees and shareholdings as set out in the Directors Report.
Mr Gan Lai Chiang, Andy is the Lead Independent Director. He is also the Chairman of the Audit Committee and a
member of the Nominating Committee and Remuneration Committee. Professor Tan Chin Tiong is an Independent
Director. He is the Chairman of the Remuneration Committee and Nominating Committee. He is also a member of
the Audit Committee. Dr Cheah Way Mun is an Independent Director. He is also a member of the Audit Committee,
Remuneration Committee and Nominating Committee.
As at 30 June 2014, the three independent directors have served on the Board for more than nine years. In
subjecting the independence of Mr Gan Lai Chiang, Andy, Professor Tan Chin Tiong and Dr Cheah Way Mun
to particularly rigorous review, the Nominating Committee and the Board have (with each of them abstaining
from discussion and deliberation on their independence) placed more emphasis on whether each of them has
demonstrated independent judgment, integrity, professionalism and objectivity in the discharge of his duties rather
than imposing a maximum number of years that he should serve. The Nominating Committee and the Board have
noted that each of them has not hesitated to express his own viewpoints as well as seeking clarification from
Management on issues he deems necessary. It is noted that each of them is able to exercise objective judgment
on corporate matter independently, in particular from Management and 10% shareholders, notwithstanding that
each of them has served more than 9 years on the Board. After due consideration and careful assessment, the
Nominating Committee and the Board are of the view that Mr Gan Lai Chiang, Andy, Professor Tan Chin Tiong and
Dr Cheah Way Mun remain independent.
Board Information
The Board and Management firmly believe that an effective and robust Board engages in open and constructive
debate and challenges Management on its assumptions and proposals. To facilitate this, the Board, in particular,
the non-executive Directors, must be well-informed of the Companys business and affairs, and be knowledgeable
about the industry in which the Groups businesses operate.
With that in mind, regular informal meetings are held throughout the year for members of the Board to keep
Directors updated with prospective deals and potential developments, and before formal Board approval is sought.
Dr Gan See Khem is the Executive Chairman and Managing Director of the Group. Dr Gan has also effectively
assumed the role of Group CEO.
As such, Dr Gan has executive responsibilities for the Groups business as well as responsibility for the working of
the Board and ensures that procedures are introduced to comply with the Code. She has played an instrumental
role in developing the business of the Group and has also provided the Group with sound and strong leadership.
Although the roles and responsibilities for Chairman and CEO are vested in Dr Gan, all major decisions are
made in consultation with the Board, Audit Committee, Nominating Committee and Remuneration Committee.
Independent Directors represent more than half of the Board while the Audit Committee, Nominating Committee
and Remuneration Committee comprise the Independent Directors. Therefore, the Board believes that there are
adequate safeguards in place against having a concentration of power and authority in a single individual.
The LID is the principal liaison on Board issues between the non-executive Directors and the Chairman. He
meets periodically with the Chairman to provide feedback from the non-executive Directors. The LID also aids the
non-executive Directors to constructively challenge and help develop proposals on strategy, and to review the
performance of the Chairman and Management.
BOARD MEMBERSHIP
Principle 4
Nominating Committee
The main roles of the Nominating Committee (NC) are to make recommendations to the Board on all Board
appointments, assess the effectiveness of the Board and the Board Committees as a whole, and the contribution
and independence of Individual Directors.
The NC comprises three members, all of whom are independent non-executive Directors:
The NC is guided by written terms of reference which clearly sets out its authority and duties. The terms of reference
to the NC includes the following:
1) Review and make recommendations to the Board on all candidates nominated (whether by the Board,
shareholders or otherwise) for appointment to the Board and on re-nomination of our Directors, taking
into account the composition and progressive renewal of the Board and each Directors competencies,
commitment, prior contribution and performance;
2) Make recommendations to the Board on matters relating to the review of Board succession plans for directors,
the development of a process for evaluating the performance of the Board, Board Committees and Directors
and on the review of training programmes for the Board;
3) Decide on procedures for evaluating the performance of the Board and Board Committees and propose
objective performance criteria;
4) Assess effectiveness of the Board and Board Committees as a whole and contributions of each Director;
5) Decide, when a Director has multiple board representations, whether the Director is able to and has been
adequately carrying out his or her duties as Director of the Company;
6) Re-nominate Director(s) based on the review of his/her/their contribution and performance; and
7) Ensure that the Independent Directors meet the criteria set out in the SGX-ST guidelines.
Past directorships/
Chairmanships held
over the preceding three
Present directorships / (3) years in other listed
Name other principal commitments companies
Dr Gan See Khem Health Management International Limited
Mahkota Medical Centre Sdn. Bhd.
Regency Specialist Hospital Sdn. Bhd.
Dr Chin Koy Nam Health Management International Limited
Mahkota Medical Centre Sdn. Bhd.
Regency Specialist Hospital Sdn. Bhd.
Balestier Clinic and Health Screening Centre Pte. Ltd.
Mr Gan Lai Chiang, Andy Health Management International Limited Mun Siong Engineering
Mahkota Medical Centre Sdn. Bhd. Limited
Regency Specialist Hospital Sdn. Bhd.
Starburst Holdings Ltd
Dr Cheah Way Mun Health Management International Limited
Mahkota Medical Centre Sdn. Bhd.
Regency Specialist Hospital Sdn. Bhd.
Professor Tan Chin Tiong Health Management International Limited Hersing Corporation Ltd
After which, the NC will source for potential candidates, usually through recommendations from Directors and
Management. However, external help may also be sought.
Next, the NC will conduct interviews and assess the suitability of the candidates. The criteria used to select new
appointments include possession of expert knowledge that meets the needs of the Company, the ability to commit
time and character, business experience and acumen. Where a Director has multiple board representations, the
NC will evaluate whether or not he/she is able to and has been adequately carrying out his or her duties as Director
of the Company. Final approval of a candidate is determined by the full Board.
The NC is also responsible for the re-nomination of Directors. For this purpose, the NC reviews each Directors
contribution and results of the assessment of the performance of the Director to his/her peers for the relevant year.
Article 95 of the Companys Articles of Association requires one-third of its Directors, other than the Managing
Director, to retire and subject themselves to re-election by shareholders at every Annual General Meeting (AGM).
The appointment of Managing Director is for a fixed term of three years. Directors above the age of 70 are also
required under the Companies Act to retire and subject themselves to re-appointment by shareholders at every
AGM.
The Director standing for re-election at the forthcoming AGM pursuant to articles 95 is Dr Cheah Way Mun and
the Director standing for retirement and who will not be seeking re-election at the forthcoming AGM pursuant to
Section 153(6) of the Companies Act is Dr Chin Koy Nam.
The NC is also satisfied that the current Directors, having external Directorships, have devoted sufficient time and
attention to the affairs of the Group.
BOARD PERFORMANCE
Principle 5
Evaluation Processes
The NC believes that evaluating the effectiveness of the Board and Board Committees is essential for good
corporate governance.
On a yearly basis, Directors are required to be assessed in areas like execution of duties, knowledge and interaction
skills. The Board has also implemented formal processes for assessing the Board and Board Committees as a
whole, the performance of Individual Directors, as well as the effectiveness of the Chairman and the Management.
Factors such as the (1) structure and size of the Board and Board Committees, (2) the manner in which the Board
and Board Committees meetings are conducted, (3) Board and Board Committees accountability, (4) process to
review and approve the corporate strategy and planning, (5) the Boards access to information, and (6) access to
the Key Management to ensure the establishment of a risk management system and internal control are applied to
evaluate the Boards, Board Committees and each Directors performance.
The Company also has in place a formal process for assessment of the contribution by each Director to the
effectiveness of the Board. The NC assesses each Directors performance and evaluates the Boards and Board
Committees performance as a whole annually using objective and appropriate quantitative and qualitative criteria,
such as those factors above, which were recommended by the NC. In reviewing the overall Board performance,
the NC also took into consideration the Boards ability to monitor Managements achievement of the strategic
directions/objectives set and approved by the Board.
Assessment parameters for Directors performance include their level of participation at Board and Board committee
meetings and the quality of their contribution to Board processes and the business strategies and performance of
the Group. Each Director is required to abstain from voting on any resolutions and making any recommendations
and/or participating in any deliberations of the NC in respect of the assessment of his/her performance or re-
nomination as Director.
Using results from the assessment exercise, the Board then takes the opportunity to explore areas of improvement
so that necessary steps can be executed to improve the performance of the Board and Board Committees.
ACCESS TO INFORMATION
Principle 6
Company Secretary
Directors have unrestricted access to the Companys records and information, and independent access to the
Companys Management and the Company Secretary.
The Company Secretary or his representatives attend(s) all meetings and is responsible for ensuring that Board
procedures are observed and that the Memorandum and Articles of Association, the Companies Act and the
Listing Manual of the SGX-ST, are complied with.
DISCLOSURE OF REMUNERATION
Principle 9
Remuneration Committee
The Remuneration Committee (RC) approves the framework of remuneration for the entire Group and reviews
the appropriateness, transparency and accountability to shareholders on the remuneration issues of the Directors
and Management in the Company.
The RC comprises three members, all of whom are independent non-executive Directors:
The Groups objective is to provide compensation packages at market rates which reward successful performance
and attract, retain and motivate the Managers and Directors.
1) Recommend to the Board a framework of remuneration for the Board members and key management
personnel;
2) Decide on the appropriate level of remuneration to attract, retain and motivate the Directors and key
management personnel;
3) Evaluate the performance of executive Directors;
4) Consider whether Directors should be eligible for benefits under long-term incentive schemes; and
5) Review terms, conditions and remuneration of the senior key management personnel of the Company.
Directors Remuneration
Directors fees are established annually for the Chairman and the other Directors. Additional fees are paid, where
applicable, for participation in Board Committees.
The additional fees are set in accordance with a remuneration framework comprising responsibility fees after
taking into consideration the performance of the Group and the individual Directors. In addition, the fees take into
account the effort, time spent and responsibilities of the Directors.
No individual Directors are allowed to fix his or her remuneration. The fees are submitted to shareholders for
approval at each AGM.
Having considered several factors, the Board is of the opinion that given the confidentiality and commercial
sensitivity attached to the remuneration matters and to be in line with the interest of the Company, the remuneration
of each Director will be disclosed on a band-wide manner.
The remuneration of the Directors of the Company for the year under review in bands of S$250,000 is set out
below:
Bonus Allowance
Base/Fixed & profit Shares & other Directors
Salary sharing Awarded benefits Fee Total
S$750,000 to S$1,000,000
Dr Gan See Khem 76% 16% 4% 4% 100%
Below S$250,000
Dr Chin Koy Nam 68% 14% 7% 11% 100%
Mr Gan Lai Chiang, Andy 4% 96% 100%
Professor Tan Chin Tiong 2% 98% 100%
Dr Cheah Way Mun 100% 100%
Having considered several factors, the Group is of the view that in order to maintain confidentiality of the
remuneration matters, remuneration of key management personnel will be disclosed on a band-wide manner,
without further disclosing name of the key management personnel, as well as breakdown of their remuneration.
The remuneration of the top 5 key management personnel of the Group (who are not directors) for FY2014 is set
out below:-
As at 30 June 2014, we have two employees, Ms Chin Wei Jia (CWJ) and Ms Chin Wei Shan (CWS), who are
related to Dr Chin Koy Nam, an Executive Director and Dr Gan See Khem, Executive Chairman of the Company.
Messrs CWJ and CWS are daughters of Dr Chin Koy Nam and Dr Gan See Khem.
Ms CWJ, who was appointed as the Group General Manager of the Company in 2010 has been appointed as the
Chief Executive Officer of Regency Specialist Hospital Sdn Bhd., a subsidiary of the Company in 2012. Ms CWS
has been the Group Marketing Manager of the Company since 2009. Dr Chin Koy Nam and Dr Gan See Khem
abstained from all matters relating to the remuneration of Messrs CWJ and CWS.
The basis of determining the remuneration of Messrs CWS and CWJ is the same as the basis of determining the
remuneration of the other unrelated employees.
The remuneration of the Messrs CWJ and CWS for the year under review in bands of S$50,000 is set out below:
Remuneration Mix
The Company remuneration framework is made up of two key components namely fixed pay and total incentives.
Fixed pay comprises a base salary and annual wage supplement. The total incentives can be further broken down
into short-term incentives and long-term incentives.
The short-term incentive takes the form of an annual variable bonus. The RC reviews and approves the variable
bonus pool for distribution. The Management then moderates and allocates the variable bonus based on the
individual performance of employees and their contributions towards the achievement of HMIs performance.
Two share-based incentive schemes are also in place to reward, motivate, and retain key senior management
personnel, namely the HMI Employee Share Option Scheme and the HMI Performance Share Plan. Key information
regard the HMI Employee Share Option Scheme and the HMI Performance Share Plan is set out on page 36 of
the Annual Report.
The Board is accountable to shareholders and the management is accountable to the Board. The Company
recognizes that effective communication can highlight transparency and enhance accountability to its shareholders.
The Board is committed to providing shareholders with a balanced and comprehensive assessment of the
Companys financial performance, position, and prospects, including interim and other price-sensitive public
reports, and reports to regulatory bodies. The Company provides information to its shareholders via SGXNET
announcements and the Companys website. Price-sensitive information is publicly released on an immediate basis
where required under the Listing Manual. Where an immediate announcement is not possible, the announcement
is made as soon as possible to ensure that shareholders and the public have a fair access to the information.
The AC has reviewed the effectiveness of the Groups internal controls, including financial, operational, information
technology controls, compliance and administrative controls and risks management to safeguard shareholders
investments and the Groups assets. The review is conducted by internal auditors who then present the findings
to the Management and the AC.
Based on the internal controls established and maintained by the Group, work performed by the external auditors
and the internal auditors, review performed by Management and concurrence of the AC, the Board is of the opinion
that there are adequate internal controls to address the financial, operational and compliance risks as at 30 June
2014.
The system of internal controls and risk management established by the Group provides reasonable, but not
absolute, assurance that the Group will not be adversely affected by any event that can be reasonably foreseen as
it strives to achieve its business objectives. However, the Board also notes that no system of internal controls and
risk management can provide absolute assurance in this regard or absolute assurance against the occurrence of
material errors, poor judgement in decision-making, human error, losses, fraud or other irregularities.
The Company does not have a Risk Management Committee. However, the AC has assumed the responsibility
and set the Group risk management policy and strategy.
By identifying areas of significant business risks, including revenue loss, property loss and breach of information
security, the AC generates appropriate measures to control and mitigate these risks. In determining the appropriate
measures, the cost of control and risk management, and the impact of risks occurring will be balanced with the
benefits of reducing risk.
As at the date of this Annual Report, the AC has met with the key management, internal and external auditors
to review the internal and external auditors audit plans and the adequacy of risk management mechanisms
implemented within the Group. As part of the annual statutory audit on financial statements, the internal and
external auditors also report to the AC and the appropriate level of Management on any material weaknesses in
financial internal controls over the areas which are significant to the audit.
The Board has received assurance from the Managing Director that the financial records have been properly
maintained and the financial statements give true and fair view of the Companys operations and finances and
regarding the effectiveness of the Companys risk management and internal control systems.
Whistle-blowing Policy
The Company has a whistle-blower protection policy to encourage the reporting in good faith of suspected
misconduct by establishing clearly defined processes through which such reports may be made, with the
confidence that employees and other persons making such reports to the employees supervisors, will be treated
fairly and, to the extent possible, protected from reprisal. There were no reports received through the Companys
whistle-blowing mechanism during FY2014.
AUDIT COMMITTEE
Principle 12
The Audit Committee (AC) meets regularly and as warranted to carry out its role of reviewing the financial
reporting process, the system of internal controls, budget and the audit process.
The AC comprises three members, all of whom are independent non-executive Directors:
The Board is of the view that at least two members of the Audit Committee have the appropriate accounting
or related financial management expertise or experience to discharge their functions within the written terms of
reference.
During the year, the AC discharged the following delegated functions in accordance with the terms of reference
adopted by the AC:
1) Reviewed the adequacy of the internal control systems with the internal auditors and external auditors;
2) Reviewed the consolidated financial statements of the Group with external auditors before submission to the
Board for adoption;
3) Reviewed Interested Person Transactions (as defined in Chapter 9 of the Listing Manual of the SGX-ST) to
ensure that they are on normal commercial terms and not prejudiced to the interest of the Company or its
shareholders;
4) Reviewed the scope of work of the external auditors and the results arising therefrom;
5) Reviewed the independence and objectivity of the external auditors, consideration of their appointment, and
their audit fee;
6) Reviewed the audit plans of the external auditors and any recommendations on internal accounting control
arising from the statutory audit;
7) Reviewed the interim, full year announcements and reports that are submitted to the Board for approval;
8) Reviewed suspected fraud or irregularity, or suspected infringement of any Singapore law, rule and regulation,
of which the Audit Committee is aware, which has or is likely to have a material impact on the Companys
or Groups operating results and/or financial position, and the findings of any internal investigations, and
Managements response thereto; and
9) Considered other matters as requested by the Board.
The Audit Committee meets periodically with the external auditors and the Management to review accounting,
auditing and financial reports matters so as to ensure that an effective control environment is maintained in the
Group. The Audit Committee meets with the external auditors, without the presence of the Management, at least
once a year.
The AC has reviewed the independence and objectivity of the external auditors through discussions with them
as well as a review of the volume and nature of non-audit services provided by the external auditors during the
financial year under review. Based on this information, the AC is satisfied that the financial, professional and
business relationships between HMI and the external auditors do not prejudice their independence and objectivity.
Accordingly, the AC has recommended the re-appointment of the external auditors at the coming AGM.
The Audit Committee has undertaken a review of the non-audit services provided by the external auditors for
the year ended 30 June 2014 and is satisfied that such services are not significant and would not, in the Audit
Committees opinion, affect the independence of the external auditors. The amount of non-audit fees paid to the
external auditors, broken down into audit and non-audit services during FY2014 are as follows:
The AC is provided with regular updates on the changes to accounting standards and regulations to ensure that
they are well-informed and competent in carrying out their expected roles and responsibilities. There is no member
of the AC who was a former partner or director of the Companys existing auditing firm.
In appointing the audit firms for the Company, its subsidiaries and significant associates, the AC is satisfied that the
Company has complied with the Rules 712, 715 and 716 of the Listing Manual of the SGX-ST.
In accordance with the principles and best practices as set out in the Code issued by the Singapore Council on
Corporate Disclosure and Governance, the AC has:
1) Full access to and cooperation from the Management as well as full discretion to invite any Director or key
management personnel to attend its meetings;
2) Been given reasonable resources to enable it to complete its function properly; and
3) Reviewed findings and evaluation of the system of internal controls with the Management and external
auditors.
INTERNAL AUDIT
Principle 13
During the financial year, the Management monitors and evaluates the adequacy and effectiveness of controls
through an internal framework of checks and balances which include internal control procedures. In addition,
the Group engages internal auditors to perform independent reviews of internal controls over certain areas of the
Groups operations.
Any significant internal control weaknesses and non-compliances noted during the audit and the recommendations
thereof are reported to the AC as part of the review of the Groups internal control systems. Through this, the Board
and Management are able to determine the adequacy and effectiveness of the Groups internal controls, risk
management policies and systems.
The Company is committed to treating all shareholders fairly and equitably and should recognise, protect and
facilitate the exercise of shareholders rights, and continually review and update such governance arrangements.
The Company strives to facilitate the exercise of ownership rights by all shareholders and to keep them sufficiently
informed of changes in the Company or its business which would be likely to materially affect the price or value
of the Companys shares. The Company also ensures that its shareholders have the opportunity to participate
effectively in and vote at general meetings of shareholders by providing information on the rules, including voting
procedures that govern general meetings of shareholders.
Furthermore, the Company communicates to the financial community and its shareholders through various
methods:
1) Annual Reports that are prepared and issued to all shareholders. The Board makes every effort to ensure
that the Annual Report includes all relevant information about the Group, including future developments and
other disclosures required by the Singapore Companies Act and Singapore Financial Reporting Standards;
2) Half-year and full-year financial statements containing a summary of financial information and affairs of the
Group for the period under review;
3) Notices of the explanatory memoranda for AGMs and Extraordinary General Meetings (EGM);
4) Disclosures to the SGX-ST;
5) The Groups website at which shareholders can access information on the Group; and
6) Presentation slides used to share financial results and developments of the Group.
The Notice of the AGM/EGM is despatched to shareholders, together with explanatory notes or a circular on the
agenda, in accordance with the required notice period. The notice is also advertised in a daily newspaper and
made available on the SGXNET.
Corporate Website
HMIs website has a clearly dedicated Investor Relations (IR) link, which features prominently the latest and past
financial results and related information. The contact details of the IR team are available on the dedicated IR link,
to enable shareholders to contact HMI easily.
The website provides, inter alia, corporate announcements, annual reports, presentation slides, and profiles of the
Group.
To ensure fair and equal dissemination to shareholders, the latest Annual Report, financial results and presentation
slides are posted on the website following their release to the public.
Dividend Policy
The Company does not have a fixed dividend policy. The frequency and amount of dividends will depend on
the Companys earnings, general financial condition, results of operations, capital requirements, cash flow and
general business condition, development plans and other factors as the Directors may deem appropriate.
The Company is in full support of the Codes principle to encourage shareholder participation. Its Articles of
Association allows a shareholder entitled to attend and vote at an AGM/EGM or to appoint a proxy or two proxies to
attend and vote in place of the shareholder. The Chairman of the Audit, Remuneration, and Nominating Committees
are usually present at the meeting to answer questions relating to the work of these committees. The external
auditors would also be present to assist the Directors in addressing any relevant queries by shareholders relating
to the conduct of the audit and the preparation and content of their auditors report.
The Company is not implementing absentia voting methods such as voting via mail, e-mail or fax until security,
integrity and other pertinent issues are satisfactorily resolved.
To facilitate informative sessions, shareholders are also invited to raise issues either formally or informally before
or at the AGMs/EGMs.
At the AGM/EGM, separate resolutions are set out on distinct issues for approval by shareholders.
Shareholders are encouraged to attend the AGM/EGM to ensure a high level of accountability and to stay informed
of the Groups strategy and goals. The AGM/EGM is the principal forum for dialogue with shareholders.
ADDITIONAL INFORMATION
Securities Transactions
The Company has adopted internal codes pursuant to the SGX-ST Listing Manual applicable to all its officers
in relation to dealings in the Companys securities. The Company and its officers are not allowed to deal in
the Companys shares on short term consideration and during the period commencing one month before the
announcement of the Companys half-year and full-year results and ending on the date of the announcement of
the results pursuant to Rule 1207(19)(c).
For the financial year ended 30 June 2014, there were no Interested Person Transactions pursuant to Rule 1207(17)
and whereby the transaction was S$100,000 or more.
Material Contracts
There were no other material contracts of the Company or its subsidiaries involving any related person.
35 Directors Report
38 Statement by Directors
41 Balance Sheets
91 Supplementary Information
93 Shareholders Information
Proxy Form
The directors present their report to the shareholders together with the audited financial statements of the Group
for the financial year ended 30 June 2014 and the audited balance sheet of the Company as at 30 June 2014.
Directors
The directors of the Company in office at the date of this report are as follows:
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose
object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or
debentures of, the Company or any other body corporate.
According to the register of directors shareholdings, none of the directors holding office at the end of the financial
year had any interest in the shares or debentures of the Company or its related corporations, except as follows:
The directors interests in the ordinary shares of the Company as at 21 July 2014 were the same as those as at 30
June 2014.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit by
reason of a contract made by the Company or a related corporation with the director or with a firm of which he/
she is a member or with a company in which he/she has a substantial financial interest, except as disclosed in the
accompanying financial statements.
On 23 October 2008, the shareholders of the Company approved the adoption of an Employee Share Option
Scheme (ESOS) and a Performance Share Plan (Plan) to grant equity-based incentives to all its eligible
employees. The maximum aggregate number of shares on which options may be granted under the ESOS and
awards may be granted under the Plan is 15% of the total issued equity shares. In the event of a bonus issue, rights
issue or a capital reconstruction, the number of options and awards and the exercise price would be adjusted in
accordance with the formula stipulated in the ESOS and the Plan.
No options and awards to subscribe for unissued shares of the Company were granted during the financial year.
No shares have been issued during the financial year by virtue of the exercise of options and awards to take up
unissued shares of the Company.
There were no unissued shares of the Company under option and awards at the end of the financial year.
Audit Committee
The members of the Audit Committee at the end of the financial year were as follows:
All members of the Audit Committee were non-executive directors and were independent.
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies
Act. In performing those functions, the Committee reviewed:
the scope and the results of internal audit procedures with the internal auditor;
the audit plan of the Companys independent auditor and any recommendations on internal accounting
controls arising from the statutory audit;
the assistance given by the Companys management to the independent auditor; and
the balance sheet of the Company and the consolidated financial statements of the Group for the year ended
30 June 2014 before their submission to the Board of Directors, as well as the Independent Auditors Report
on the balance sheet of the Company and the consolidated financial statements of the Group.
The Audit Committee has recommended to the Board that the independent auditor, PricewaterhouseCoopers LLP,
be nominated for re-appointment at the forthcoming Annual General Meeting of the Company.
Independent auditor
The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment.
26 September 2014
(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on
pages 40 to 90 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the
Group as at 30 June 2014 and of the results of the business, changes in equity and cash flows of the Group
for the financial year then ended; 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.
26 September 2014
We have audited the accompanying financial statements of Health Management International Ltd (the Company)
and its subsidiaries (the Group) set out on pages 40 to 90, which comprise the consolidated balance sheet of the
Group and balance sheet of the Company as at 30 June 2014, and the consolidated statement of comprehensive
income, the consolidated statement of changes in equity and the consolidated statement of cash flows of the
Group for the financial year then ended, and a summary of significant accounting policies and other explanatory
information.
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 balance sheet 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 state of affairs of the Group and of the Company as at 30 June 2014, and of the
results, changes in equity and cash flows of the Group for the financial year ended on that date.
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those
subsidiaries incorporated in Singapore of which we are the auditors, have been properly kept in accordance with
the provisions of the Act.
PricewaterhouseCoopers LLP
Public Accountants and Chartered Accountants
Group
Note 2014 2013
(Restated)
RM000 RM000
Expenses
Distribution and marketing 7 (2,698) (2,885)
Administrative 7 (41,966) (37,866)
Finance 6 (3,562) (4,112)
Group Company
Note 2014 2013 2014 2013
RM000 RM000 RM000 RM000
ASSETS
Current assets
Cash and cash equivalents 10 25,977 9,699 692 751
Trade and other receivables 11 71,185 69,438 47,406 37,871
Inventories 12 5,311 5,531
Other current assets 13 4,534 5,869 39 29
107,007 90,537 48,137 38,651
Non-current assets
Trade and other receivables 11 92 7,116 92 7,116
Investments in associated corporations 14 37,486 25,488 12,685 5,593
Investments in subsidiaries 15 55,248 48,412
Property, plant and equipment 16 142,569 139,877 635 34
Deferred income tax assets 21 2 1,732
180,149 174,213 68,660 61,155
Total assets 287,156 264,750 116,797 99,806
LIABILITIES
Current liabilities
Trade and other payables 17 56,413 52,277 6,070 5,397
Current income tax liabilities 8 1,749 1,424
Borrowings 18 33,765 38,788 11,649 12,648
Deferred income 20 1,091 822
93,018 93,311 17,719 18,045
Non-current liabilities
Trade and other payables 17 19,247 13,274
Borrowings 18 21,613 24,860 2,775
Deferred income tax liabilities 21 1,085 906
41,945 39,040 2,775
Total liabilities 134,963 132,351 20,494 18,045
EQUITY
Capital and reserves attributable to
equity holders of the Company
Share capital 22 90,564 90,564 90,564 90,564
Treasury shares 22 (47) (47) (47) (47)
Currency translation reserve 23(b) 5,860 4,774 8,180 5,459
Other reserves 23(c) 68 68 16 16
Retained earnings/(accumulated losses) 23(a) 14,011 (2,016) (2,410) (14,231)
110,456 93,343 96,303 81,761
Non-controlling interests 41,737 39,056
TOTAL EQUITY 152,193 132,399 96,303 81,761
2014
Beginning of
financial year 90,564 (47) 4,774 68 (2,016) 93,343 39,056 132,399
Total comprehensive
income 1,086 16,027 17,113 20,018 37,131
Capital injection in a
subsidiary 1,080 1,080
Dividend paid to non-
controlling interests by a
subsidiary* (18,417) (18,417)
End of financial year 90,564 (47) 5,860 68 14,011 110,456 41,737 152,193
2013
Beginning of
financial year 90,564 (142) 5,041 52 (9,590) 85,925 32,541 118,466
Total comprehensive
income (267) 7,574 7,307 11,597 18,904
Performance Share Plan
Treasury shares
re-issued 95 16 111 111
Dividend paid to non-
controlling interests by a
subsidiary (5,082) (5,082)
End of financial year 90,564 (47) 4,774 68 (2,016) 93,343 39,056 132,399
An analysis of the movements in each category within Currency translation reserve and Other reserves are
presented in Note 23(b) and 23(c) respectively.
* Out of the dividend declared to non-controlling interests by a subsidiary of RM 18,417,000, RM 4,813,000 was settled in cash,
RM 5,309,000 was unpaid as at 30 June 2014 and included within Trade and other payables in Note 17 to the Financial
Statements, and RM 8,295,000 was offsetted against amount due from associated corporations non-trade (Note 11).
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. General information
Health Management International Ltd (the Company) is listed on the Singapore Exchange and incorporated
and domiciled in Singapore. The address of its registered office is 167 Jalan Bukit Merah, #05-10 Connection
One, Singapore 150167.
The principal activities of the Company are those of investment holding and management consultants. The
principal activities of its subsidiaries are stated in Note 32 to the financial statements.
The financial statements have been prepared in accordance with Singapore Financial Reporting Standards
(FRS) under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with FRS requires management to exercise its judgement
in the process of applying the Groups accounting policies. It also requires the use of certain critical accounting
estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are disclosed in Note 3.
On 1 July 2013, the Group adopted the following new or amended FRS and Interpretations to FRS (INT
FRS) that are mandatory for application from that date. Changes to the Groups accounting policies have
been made as required, in accordance with the relevant transitional provisions in the respective FRS and
INT FRS.
Amendment to FRS 107 Disclosure-Offsetting Financial Assets and Financial Liabilities (effective for
annual periods beginning on or after 1 July 2013)
This amendment includes new disclosures to enable users of financial statements to evaluate the
effect or potential effect of netting arrangements, including rights of set-off associated with the entitys
recognised financial assets and recognised financial liabilities, on the entitys financial position.
FRS 113 Fair Value Measurement (effective for annual periods beginning on or after 1 July 2013)
FRS 113 aims to improve consistency and reduce complexity by providing a precise definition of fair
value and a single source of fair value measurement and disclosure requirements for use across FRSs.
The requirements do not extend the use of fair value accounting but provide guidance on how it should
be applied where its use is already required or permitted by other standards within FRSs.
The adoption of these new or amended FRS and INT FRS did not result in substantial changes to the
accounting policies of the Group and Company and had no material effect on the amounts reported for the
current or prior financial years.
Revenue comprises the fair value of the consideration received or receivable for the rendering of services
in the ordinary course of the Groups activities. Revenue is presented, net of value-added tax, rebates and
discounts, and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue and related cost can be reliably measured,
when it is probable that the collectability of the related receivables is reasonably assured and when the
specific criteria for each of the Groups activities are met as follows:
Revenue from hospital and other healthcare services is recognised in the period in which the services
are rendered.
Revenue from healthcare education and training is recognised on a straight-line basis over the duration
of the relevant course. Revenue received in advance is deferred and recognised in the balance sheet
as deferred income.
Rental income from operating leases (net of any incentives given to the lessees) is recognised on a
straight-line basis over the lease term.
(a) Subsidiaries
(i) Consolidation
Subsidiaries are entities (including special purpose entities) over which the Group has power to
govern the financial and operating policies so as to obtain benefits from its activities, generally
accompanied by a shareholding giving rise to a majority of the voting rights. The existence and
effect of potential voting rights that are currently exercisable or convertible are considered when
assessing whether the Group controls another entity. Subsidiaries are consolidated from the date
on which control is transferred to the Group. They are de-consolidated from the date on which
control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on
transactions between group entities are eliminated. Unrealised losses are also eliminated but are
considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted by the
Group.
Non-controlling interests are that part of the net results of operations and of net assets of subsidiaries
attributable to the interests which are not owned directly or indirectly by the equity holders of the
Company. They are shown separately in the consolidated statement of comprehensive income,
statement of changes in equity and balance sheet. Total comprehensive income is attributed to
the non-controlling interests based on their respective interests in a subsidiary, even if this results
in the non-controlling interests having a deficit balance.
(ii) Acquisition
The acquisition method of accounting is used to account for business combinations by the Group.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair
value of the assets transferred, the liabilities incurred and the equity interests issued by the
Group. The consideration transferred also includes the fair value of any contingent consideration
arrangement.
If the business combination is achieved in stages, the acquisition date carrying value of the
acquirers previously held equity interest in the acquiree is re-measured to fair value at the
acquisition date; any gains or losses arising from such re-measurement are recognised in profit
or loss.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions, measured initially at their fair values at the acquisition
date.
The excess of (a) the aggregate of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any previous equity interest in the
acquiree over (b) the fair values of the identifiable assets acquired net of the fair values of the
liabilities and any contingent liabilities assumed, is recorded as goodwill.
(iii) Disposals
When a change in the Groups ownership interest in a subsidiary results in a loss of control over
the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised.
Amounts previously recognised in other comprehensive income in respect of that entity are also
reclassified to profit or loss or transferred directly to retained earnings if required by a specific
standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between
the carrying amount of the retained interest at the date when control is lost and its fair value is
recognised in profit or loss.
Please refer to the paragraph Investments in subsidiaries and associated corporations for
the accounting policy on investments in subsidiaries in the separate financial statements of the
Company.
Changes in the Groups ownership interest in a subsidiary that do not result in a loss of control over
the subsidiary are accounted for as transactions with equity owners of the Company. Any difference
between the change in the carrying amounts of the non-controlling interest and the fair value of the
consideration paid or received is recognised within equity attributable to the equity holders of the
Company.
Associated corporations are entities over which the Group has significant influence, but not control,
and generally accompanied by a shareholding giving rise to voting rights of 20% and above but not
exceeding 50%. Investments in associated corporations are accounted for in the consolidated financial
statements using the equity method of accounting less impairment losses.
(i) Acquisitions
Investments in associated corporations are initially recognised at cost. The cost of an acquisition
is measured at the fair value of the assets given, equity instruments issued or liabilities incurred
or assumed at the date of exchange, plus costs directly attributable to the acquisition.
In applying the equity method of accounting, the Groups share of its associated corporations
post-acquisition profits or losses is recognised in profit or loss and its share of post-acquisition
other comprehensive income is recognised in other comprehensive income. These post-
acquisition movements and distributions received from the associated corporations are adjusted
against the carrying amount of the investments. When the Groups share of losses in an
associated corporation equals or exceeds its interest in the associated corporation, including any
other unsecured non-current receivables, the Group does not recognise further losses, unless it
has obligations or has made payments on behalf of the associated corporation.
Unrealised gains on transactions between the Group and its associated corporations are
eliminated to the extent of the Groups interest in the associated corporations. Unrealised losses
are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. The accounting policies of associated corporations have been changed where
necessary to ensure consistency with the accounting policies adopted by the Group.
(iii) Disposals
Investments in associated corporations are derecognised when the Group loses significant
influence. Any retained equity interest in the entity is remeasured at its fair value. The difference
between the carrying amount of the retained interest at the date when significant influence is lost
and its fair value is recognised in profit or loss.
Gains and losses arising from partial disposals or dilutions in investments in associated
corporations in which significant influence is retained are recognised in profit or loss.
Please refer to the paragraph Investment in subsidiaries and associated corporations for the
accounting policy on investments in associated corporations in the separate financial statements
of the Company.
(a) Measurement
All items of property, plant and equipment are initially recognised at cost and subsequently carried at
cost less accumulated depreciation and accumulated impairment losses.
The cost of an item of property, plant and equipment initially recognised includes its purchase price and
any cost that is directly attributable to bringing the asset to the location and condition necessary for it to
be capable of operating in the manner intended by management. The projected cost of dismantlement,
removal or restoration is also included as part of the cost of property, plant and equipment if the
obligation for the dismantlement, removal or restoration is incurred as a consequence of acquiring or
using the asset.
(b) Depreciation
Depreciation on property, plant and equipment is calculated using the straight-line method to allocate
their depreciable amounts over their estimated useful lives as follows:
Useful lives
Leasehold land Over the lease term of 99 years commencing from 2002
Leasehold buildings 50 years
Electrical equipment 10 years
Medical equipment 8 - 10 years
Motor vehicles 5 - 10 years
Furniture, office equipment and 3 - 10 years
housekeeping equipment
The residual values, estimated useful lives and depreciation method of property, plant and equipment
are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are
recognised in profit or loss when the changes arise.
Subsequent expenditure relating to property, plant and equipment that has already been recognised
is added to the carrying amount of the asset only when it is probable that future economic benefits
associated with the item will flow to the entity and the cost of the item can be measured reliably. All
other repair and maintenance expenses are recognised in profit or loss when incurred.
(d) Disposal
On disposal of an item of property, plant and equipment, the difference between the disposal proceeds
and its carrying amount is recognised in profit or loss within Other losses - net.
Investments in subsidiaries and associated corporations, including loans and receivables from subsidiaries
or associated corporations that form part of the net investment in the subsidiary or associated corporation
are carried at cost less accumulated impairment losses in the Company and Groups balance sheet. On
disposal of such investments, the difference between disposal proceeds and the carrying amounts of the
investments are recognised in profit or loss.
Property, plant and equipment and investments in subsidiaries and associated corporations are tested for
impairment whenever there is any objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell
and value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows
that are largely independent of those from other assets. If this is the case, recoverable amount is determined
for the cash generating unit (CGU) to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying
amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an impairment loss
in profit or loss.
An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used
to determine the assets recoverable amount since the last impairment loss was recognised. The carrying
amount of an asset is increased to its revised recoverable amount, provided that this amount does not
exceed the carrying amount that would have been determined (net of any accumulated amortisation or
depreciation) had no impairment loss been recognised for the asset in prior years.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are presented as current assets, except for those expected to be realised
later than 12 months after the balance sheet date which are presented as non-current assets. Loans and
receivables are presented as other current assets (Note 13), trade and other receivables (Note 11) and
cash and cash equivalents (Note 10) on the balance sheet.
Financial assets are initially recognised at fair value plus transaction costs.
Loans and receivables are derecognised when the rights to receive cash flows from the customers have
expired or have been received and the Group has substantially transferred all risks and rewards of ownership.
Receivables that form part of the net investment in subsidiaries or associated corporations are carried at cost
less accumulated impairment losses.
The Group assesses at each balance sheet date whether there is objective evidence that loans and receivables
are impaired and recognises an allowance for impairment when such evidence exists. Significant financial
difficulties of the debtor, probability that the debtor will enter bankruptcy and default or significant delay in
payments are objective evidence that these financial assets are impaired.
The carrying amount of these assets is reduced through the use of an impairment allowance account which
is calculated as the difference between the carrying amount and the present value of estimated future cash
flows, discounted at the original effective interest rate. When the asset becomes uncollectible, it is written
off against the allowance account. Subsequent recoveries of amounts previously written off are recognised
against the same line item in profit or loss.
The impairment allowance is reduced through profit or loss in a subsequent period when the amount of
impairment loss decreases and the related decrease can be objectively measured. The carrying amount of
the asset previously impaired is increased to the extent that the new carrying amount does not exceed the
amortised cost had no impairment been recognised in prior periods.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a
legally enforceable right to offset and there is an intention to settle on a net basis or realise the asset and
settle the liability simultaneously.
2.8 Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement
for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is
recognised in profit or loss over the period of the borrowings using the effective interest method.
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end
of financial period which are unpaid. They are classified as current liabilities if payment is due within one year
or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-
current liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost
using the effective interest method.
The carrying amounts of current financial assets and liabilities carried at amortised cost approximate their
fair values.
2.11 Leases
The Group leases medical equipment and motor vehicles under finance leases. Land and buildings and
office premises are leased under operating leases.
Leases where the Group assumes substantially all risks and rewards incidental to ownership of the
leased assets are classified as finance leases.
The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases
are recognised on the balance sheet as property, plant and equipment and borrowings respectively,
at the inception of the leases based on the lower of the fair values of the leased assets and the present
value of the minimum lease payments.
Each lease payment is apportioned between the finance expense and the reduction of the outstanding
lease liability. The finance expense is recognised in profit or loss on a basis that reflects a constant
periodic rate of interest on the finance lease liability.
Leases where substantially all risks and rewards incidental to ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received
from the lessors) are recognised in profit or loss on a straight-line basis over the period of the lease.
When a lease is terminated before the lease period expires, any payment made (or received) by the
Group as penalty is recognised as an expense (or income) in the period when termination takes place.
2.12 Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined using the weighted
average basis and includes all costs in bringing the inventories to their present location and condition. Net
realisable value is the estimated selling price in the ordinary course of business, less applicable variable
selling expenses.
Current income tax for current and prior periods is recognised at the amounts expected to be paid to or
recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantially
enacted by the balance sheet date.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the financial statements except when the deferred income tax
arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business
combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries
and associated corporations, except where the Group is able to control the timing of the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be
available against which the deductible temporary differences and tax losses can be utilised.
(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or
the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or
substantially enacted by the balance sheet date; and
(ii) based on the tax consequence that would follow from the manner in which the Group expects, at the
balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.
Current and deferred income tax are recognised as income or expenses in profit or loss.
Defined contribution plans are post-employment benefit plans under which the Group pays fixed
contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or
voluntary basis. The Group has no further payment obligations once the contributions have been paid.
The Groups contributions are recognised as employee compensation expense when they are due.
Employee entitlements to annual leave are recognised when they accrue to employees. A provision is
made for the estimated liability for annual leave as a result of services rendered by employees up to the
balance sheet date.
Items included in the financial statements of each entity in the Group are measured using the currency
of the primary economic environment in which the entity operates (functional currency). The functional
currency of the Company is the Singapore Dollars. The presentation currency of the Company and the
Group is the Malaysian Ringgit as it provides a better understanding of the Groups operations, which
are predominantly based in Malaysia.
Transactions in a currency other than the functional currency (foreign currency) are translated into
the functional currency using the exchange rates at the dates of the transactions. Currency exchange
differences resulting from the settlement of such transactions and from the translation of monetary
assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date
are recognised in profit or loss.
In preparation of the consolidated financial statements of the Group, exchange differences arising on
a monetary item that forms part of a reporting entitys net investment in a foreign operation shall be
recognised in profit or loss in the separate financial statements of the reporting entity or the individual
financial statements of the foreign operation, as appropriate. In the financial statements that include the
foreign operation and the reporting entity, such exchange differences shall be recognised initially in a
separate component of equity and recognised in profit or loss on disposal of the net investment.
(c) Translation of Group entities financial statements
The results and financial position of all the Group entities (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
(i) assets and liabilities are translated at the closing exchange rates at the reporting date;
(ii) income and expenses are translated at average exchange rates (unless the average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates,
in which case income and expenses are translated using the exchange rates at the dates of the
transactions); and
(iii) all resulting currency translation differences are recognised in other comprehensive income
and accumulated in the currency translation reserve. These currency translation differences are
reclassified to profit or loss on disposal or partial disposal of the entity giving rise to such reserve.
2.16 Provisions
Provision for other liabilities and charges are recognised when the Group has a present legal or constructive
obligation as a result of past events, it is more likely than not that an outflow of resources will be required to
settle the obligation and the amount has been reliably estimated.
Operating segments are reported in a manner consistent with the internal reporting provided to the executive
committee whose members are responsible for allocating resources and assessing performance of the
operating segments.
For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents
include cash on hand which are subject to an insignificant risk of change in value and bank overdrafts. Bank
overdrafts are presented as current borrowings on the balance sheet.
Grants from the government are recognised as a receivable at their fair value when there is reasonable
assurance that the grant will be received and the Group will comply with all the attached conditions.
Government grants receivable are recognised as income over the periods necessary to match them with the
related costs which they are intended to compensate, on a systematic basis. Government grants relating to
expenses are shown separately as other income.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new
ordinary shares are deducted against the share capital account.
When any entity within the Group purchases the Companys ordinary shares (treasury shares), the carrying
amount which includes the consideration paid and any directly attributable transaction cost is presented as
a component within equity attributable to the Companys equity holders, until they are cancelled, sold or
reissued.
When treasury shares are subsequently cancelled, the carrying amounts are netted off against the share
capital account if the shares are purchased out of capital of the Company, or against the retained profits of
the Company if the shares are purchased out of earnings of the Company.
When treasury shares are subsequently sold or reissued, the cost of treasury shares is reversed from the
treasury share account and the realised gain or loss on sale or reissue, net of any directly attributable
incremental transaction costs and related income tax, is recognised in the capital reserve.
Dividends to the Companys shareholders are recognised when the dividends are approved for payments.
The Group is subject to income taxes in different jurisdictions. In determining the income tax liabilities,
management continues to take positions in tax returns based on well-ground positions taken in good
faith. Judgements concerning positions taken may change as developments in case law, new rulings
or regulations by the tax authorities become available.
Deferred tax assets are recognised for unutilised tax losses, unabsorbed capital allowances and
unutilised tax credits to the extent that it is probable that taxable profit will be available against which
the losses, capital allowances and tax credits can be utilised. This involves judgement regarding the
future financial performance of the Group and the extent to which deferred tax asset can be recognised.
The key assumptions for the value-in-use calculation are discount rate of 12% (2013: 12%), terminal
growth rate of 3% (2013: 3%), patients growth rate, expected change of billing, and direct cost of
services for a period of 5 years. The sensitivity tests indicated that no impairment loss is required where
other realistic variations are applied to key assumptions.
At the balance sheet date, the amount due from associated corporations is RM 40,515,000 (2013: RM
44,206,000). The Group has made a judgement that there is no recoverability issue from the associated
corporation. In making this judgement, the Group has considered the market value of the buildings and
medical suites owned by the associated corporations, potential sales of medical suites, and revenue
from rental of the buildings and medical suites.
Group
2014 2013
(Restated)
RM000 RM000
Revenue
Revenue from hospital and other healthcare services 285,696 238,762
Healthcare education and training 7,216 6,653
Total revenue 292,912 245,415
Other income
Car park income 675 622
Rental income 279 375
Other grants 174 279
Interest income
bank deposits 330 130
loans to an associated corporation 2,168 1,930
2,498 2,060
6. Finance expenses
Group
2014 2013
RM000 RM000
Interest expense:
bank borrowings 2,861 3,137
finance lease liabilities 701 975
3,562 4,112
7. Expenses by nature
Group
2014 2013
(Restated)
RM000 RM000
Directors fee:
Directors of the Company 682 667
Directors of subsidiaries 148 148
Staff costs:
Directors remuneration other than fees
(i) Directors of the Company
Salaries and other related expenses 2,896 2,753
Contribution to defined contribution plans 52 48
8. Income taxes
The tax on the Groups profit before tax differs from the theoretical amount that would arise using the
Singapore standard rate of income tax as follows:
Group
2014 2013
RM000 RM000
In both financial years, one of the subsidiaries was granted tax incentives equivalent to the increase in value
of services exported.
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the
Company by the weighted average number of ordinary shares outstanding during the financial year.
Group
2014 2013
Net profit attributable to equity holders of the Company (RM000) 16,027 7,574
Basic earnings per share (RM cents per share) 2.78 1.31
Diluted earnings per share for financial years ended 30 June 2014 and 30 June 2013 are the same as
basic earnings per share since there are no dilutive potential ordinary shares.
For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents comprise
the following:
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
Current
Trade receivables third parties 34,331 25,136
Less: Allowance for impairment
of receivables (5,272) (2,920)
Trade receivables net 29,059 22,216
Non-current
Trade receivables third parties 1,194 1,194
Less: Allowance for impairment of
receivables (1,194) (1,194)
Included in trade receivables from third parties was RM 59,000 (2013: RM 874,000) relating to grants
receivable from the Singapore Workforce Development Agency (WDA). There are no unfulfilled conditions
and other contingencies attached to the WDA grants receivable.
The amounts due from subsidiaries represent advances which are unsecured, interest-free and are
recoverable on demand.
The current amounts due from associated corporations arose from sales of leasehold land and building
in prior years and advances granted to certain associates. These balances are unsecured, recoverable on
demand and bear interest at 6.95% (2013: 6.95%) per annum.
An amount of RM 92,000 (2013: RM 7,116,000) has been loaned to an associated corporation as its working
capital. The settlement is neither planned nor likely to occur in the foreseeable future. Accordingly, this
amount is classified as non-current. The balance is unsecured, recoverable on demand and bears an interest
at 6.95% (2013: 6.95%) per annum.
12. Inventories
Group
2014 2013
RM000 RM000
At cost
Pharmaceutical and surgical medicine 2,857 2,627
Medical supplies 2,454 2,904
5,311 5,531
The cost of inventories recognised as an expense and included in cost of services amounted to RM 59,002,000
(2013: RM 51,207,000).
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
Included in deposits are rental deposits of RM 1,404,000 (2013: RM 1,404,000) placed with associated
corporations.
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
Cost
Beginning of financial year 8,748 8,825
Capital injection in an associated
corporation (d) 7,250
Translation difference 295 (77)
End of financial year 16,293 8,748
The summarised financial information of associated corporations adjusted for the proportion of ownership
interest held by the Group are as follows:
Group
2014 2013
RM000 RM000
(a) Investments in an associated corporation of RM 46,000 (2013: RM 44,000) have been pledged as
security for bank borrowings of the Company (Note 18(a)).
(b) The Company has made an allowance of RM 3,608,000 (2013: RM 3,155,000) for impairment of its
investment in three associated corporations and an allowance of RM 2,851,000 (2013: RM 2,755,000)
for impairment of receivables from one of the associated corporations (Note 11) which has been
dormant for the current and past financial years.
(c) During the current financial year, the Group has not recognised its share of loss of three associated
corporations amounting to RM 231,000 (2013: RM 192,000) because the Groups cumulative share of
losses exceeds its interest in the associated corporations and the Group has no obligation in respect
of those losses. The cumulative unrecognised losses amount to RM 1,805,000 (2013: RM 1,574,000) at
the balance sheet date.
(d) Capital injection of RM 7,250,000 in an associated corporation was settled in cash of RM 123,000 and
conversion of loan due from the associated corporation of RM 7,127,000.
Company
2014 2013
RM000 RM000
(a) Capital injection of RM 5,220,000 in a subsidiary was settled in cash of RM 2,136,000, dividend income
from a subsidiary of RM 2,741,000 and payment on behalf by an associated corporation of RM 343,000.
(b) Investments in a subsidiary of RM 27,299,000 (2013: RM 26,407,000) have been pledged as security for
bank borrowings of the Company (Note 18(a)).
Furniture,
office
equipment
and
Leasehold Leasehold Electrical Medical Motor housekeeping
land buildings equipment equipment vehicles equipment Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000
The Group
2014
Cost
Beginning of financial year 19,038 63,187 31,494 92,531 2,226 22,055 230,531
Currency translation
differences 20 88 108
Additions 1,527 7,077 1,408 7,120 17,132
Disposals/Write-offs (57) (1,373) (769) (687) (2,886)
End of financial year 19,038 63,187 32,964 98,235 2,885 28,576 244,885
Accumulated depreciation
Beginning of financial year 1,248 11,211 20,517 45,624 1,647 10,407 90,654
Currency translation
differences 21 52 73
Depreciation charge 393 1,231 705 7,495 354 3,847 14,025
Disposals/Write-offs (45) (1,055) (749) (587) (2,436)
End of financial year 1,641 12,442 21,177 52,064 1,273 13,719 102,316
Furniture,
office
equipment
and
Leasehold Leasehold Electrical Medical Motor housekeeping
land buildings equipment equipment vehicles equipment Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000
The Group
2013
Cost
Beginning of financial year 19,038 63,187 26,593 86,902 2,191 21,183 219,094
Currency translation
differences (5) (24) (29)
Additions 5,276 9,992 98 1,220 16,586
Disposals/Write-offs (375) (4,363) (58) (324) (5,120)
End of financial year 19,038 63,187 31,494 92,531 2,226 22,055 230,531
Accumulated depreciation
Beginning of financial year 1,025 9,800 19,278 42,422 1,459 8,492 82,476
Currency translation
differences (5) (12) (17)
Depreciation charge 223 1,411 1,554 6,881 251 2,026 12,346
Disposals/Write-offs (315) (3,679) (58) (99) (4,151)
End of financial year 1,248 11,211 20,517 45,624 1,647 10,407 90,654
Furniture
and office Motor
equipment vehicles Total
RM000 RM000 RM000
Company
2014
Cost
Beginning of financial year 50 428 478
Currency translation differences 1 14 15
Additions 681 681
Disposals/Write-offs (444) (444)
End of financial year 51 679 730
Accumulated depreciation
Beginning of financial year 26 418 444
Currency translation differences 1 15 16
Depreciation charge 12 67 79
Disposals/Write-offs (444) (444)
End of financial year 39 56 95
2013
Cost
Beginning of financial year 50 432 482
Currency translation differences (4) (4)
End of financial year 50 428 478
Accumulated depreciation
Beginning of financial year 14 360 374
Currency translation differences (3) (3)
Depreciation charge 12 61 73
End of financial year 26 418 444
(a) The net carrying amount of motor vehicles and medical equipment of the Group and Company held
under finance leases are as follows:
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
During the year, motor vehicles and medical equipment amounting to RM 4,315,000 (2013: RM
4,577,000) were acquired under finance leases (Note 19).
(b) Property, plant and equipment of certain subsidiaries with a net carrying amount of RM 61,759,000
(2013: RM 63,165,000) have been pledged to financial institutions for credit facilities granted to the
Group (Note 18(a)).
Current
Trade payables third parties 29,847 26,096
Deferred grant 82
Accrual for cost of conversion of
wards to medical suites 424
Deposits received 258 216
Directors fee payable 444 429 444 429
Accrued employee compensation
expense 8,598 6,966 638 457
Accrued rental expense 5,879 6,130
Other payables and accruals 11,070 9,205 953 727
Amount due to associated
corporations (non-trade) 227 17
Amount due to subsidiaries
(non-trade) 3,945 3,624
Amount due to related parties
(non-trade) 90 160 90 160
Dividend payable to non-
controlling interests 2,552
56,413 52,277 6,070 5,397
Non-current
Amount due to non-controlling
interests of a subsidiary
(non-trade) 19,247 13,274
Included in trade and other payables are lease expenses accrued on a straight-line basis for a non-
cancellable operating lease with an associated corporation of RM 5,879,000 (2013: RM 6,130,000). Please
refer to Note 24(b).
The current amounts due to subsidiaries, associated corporations and related parties are unsecured, interest-
free and are repayable on demand.
Accrual for cost of conversion of wards to medical suites is in respect of units sold in prior years to an
associated corporation, for which a subsidiary incorporated in Malaysia has a contractual obligation to
convert. The conversion is completed in 2014.
The non-current non-trade amount due to non-controlling interests of a subsidiary is unsecured and interest-
free.
18. Borrowings
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
Current
Overdraft (Note 10) secured 3,960 5,390
Short-term bank loans secured 19,576 21,642 11,576 12,641
Current portion of long-term bank
loans secured 4,400 4,350
Finance lease liabilities secured
(Note 19) 5,829 7,406 73 7
33,765 38,788 11,649 12,648
Non-current
Long-term bank loans secured 13,131 17,391
Loan from holding company
unsecured 2,573 2,573
Finance lease liabilities secured
(Note 19) 5,909 7,469 202
21,613 24,860 2,775
The exposure of the borrowings of the Group and of the Company to interest rate changes and the contractual
pricing dates at the balance sheet date are as follows:
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
The short-term and long-term bank loans are secured by the following:
(i)
The Company - A memorandum of charge and assignment over all of the Companys shares in a
subsidiary incorporated in Malaysia (Note 15(b)) and an associated corporation incorporated in
Malaysia (Note 14(a)).
(ii)
The Group In addition to paragraph (i) above, a first assignment on land and buildings and
assignment of rental proceeds of certain subsidiaries in Malaysia (Note 16(b)).
The finance lease liabilities of the Group and the Company are effectively secured as the rights to the
hire purchase assets (Note 16(a)) revert to the hiree in the event of default.
The non-current borrowings (excluding finance lease liabilities (Note 19)) had the following maturity:
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
The fair values above approximate the carrying values and are determined from the cash flow analysis,
discounted at market borrowing rates of an equivalent instrument at the balance sheet date which the
management expects to be available to the Group as follows:
Group Company
2014 2013 2014 2013
% % % %
(d)
Undrawn borrowing facilities
The Group and the Company had the following undrawn borrowing facilities:
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
The borrowing facilities expiring within one year were annual facilities subject to review at various dates
in 2014. The borrowing facilities were arranged to finance partially the Groups expansion.
The Group and the Company lease certain plant and equipment, and motor vehicles from non-related parties
under finance leases. The lease agreements do not have renewal clauses but provide the Group and the
Company with options to purchase the leased assets at nominal values at the end of the lease term.
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
This relates to fees received in advance in respect of healthcare education and training courses as follows:
Group
2014 2013
RM000 RM000
Deferred income tax assets and liabilities are offsetted when there is a legally enforceable right to set off
current income tax assets against current income tax liabilities and when the deferred income taxes relate to
the same fiscal authority. The amounts, determined after appropriate offsetting, are shown on the balance
sheets as follows:
Group
2014 2013
RM000 RM000
Group
2014 2013
RM000 RM000
The movement in deferred income tax assets and liabilities (prior to offsetting of balances within the same tax
jurisdiction) during the financial year were as follows:
Group
Accelerated
tax
depreciation
RM000
2014
Beginning of financial year 5,120
Charged to profit or loss 925
End of financial year 6,045
2013
Beginning of financial year 4,256
Charged to profit or loss 864
End of financial year 5,120
The Company has no deferred tax liabilities as at 30 June 2014 and 2013.
Group
Unutilised tax
exemption
Provisions claimed Total
RM000 RM000 RM000
2014
Beginning of financial year (1,560) (4,386) (5,946)
Charged to profit or loss 329 655 984
End of financial year (1,231) (3,731) (4,962)
2013
Beginning of financial year (1,445) (3,856) (5,301)
Credited to profit or loss (115) (530) (645)
End of financial year (1,560) (4,386) (5,946)
Deferred income tax assets are recognised for tax losses, capital allowances, provisions and unutilised tax
exemptions claimed to the extent that realisation of the related tax benefits through future taxable profits is
probable.
The Group has unrecognised tax losses of RM 97,266,000 (2013: RM 94,732,000) and capital allowances
and provisions of RM 20,205,000 (2013: RM 23,907,000) at the balance sheet date which can be carried
forward and used to offset against future taxable income.
No. of
ordinary shares Amount
Issued Treasury Issued Treasury
share capital shares share capital shares
RM000 RM000
2014
Beginning and end of financial year 577,272,286 (201,000) 90,564 (47)
2013
Beginning and end of financial year 577,272,286 (201,000) 90,564 (47)
All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
(i) Accumulated losses of the Group include the accumulated share of profits of associated
corporations amounting to RM 23,544,000 (2013: RM 18,638,000).
Company
2014 2013
RM000 RM000
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
The currency translation reserve comprises foreign exchange differences arising from the translation
of the financial statements of Singapore operations whose functional currencies are different from the
presentation currency of the financial statements of the Group.
Other reserves comprise the difference between the costs of treasury shares re-issued and the fair
value of employee services received (Note 22).
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
24. Commitments
Capital expenditure contracted for at the balance sheet date but not recognised in the financial
statements are as follows:
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
The Group leases various land and office premises under non-cancellable operating lease agreements.
The leases have varying terms, escalation clauses and renewal rights.
The future aggregate minimum lease payables under non-cancellable operating leases contracted for
at the balance sheet date but not recognised as liabilities are as follows:
Group
2014 2013
RM000 RM000
Corporate guarantees
The Company has issued corporate guarantees to banks for borrowings of its subsidiaries. These bank
borrowings amount to RM 4,673,000 (2013: RM 5,732,000) at the balance sheet date.
The Groups financial risk management policy seeks to ensure that adequate financial resources are available
for the development of the Groups business whilst managing its market risk (including currency risk and
interest rate risk), credit risk and liquidity risk. The Groups policy is not to engage in speculative transactions.
The Companys operational activities are carried out in Singapore Dollars (SGD). The Group also
has operational activities carried out in Malaysian Ringgit (RM) by its subsidiaries in Malaysia.
Management monitors the Groups exposure to currency risk to keep the net exposure at an
acceptable level.
As at balance sheet date, the Companys subsidiaries have their financial instruments mainly
denominated in their respective functional currencies, and currency risk is insignificant. The
Companys exposure to currency risk mainly arises from RM denominated amount due from
an associated corporation of RM 26,918,000 (2013: RM 19,943,000) and amount due from
subsidiaries of RM 20,278,000 (2013: RM 17,781,000) as the Companys functional currency is
SGD.
As at 30 June 2014, if the RM has strengthened/ weakened by 1% (2013: 1%) against the SGD
with all other variables including tax rate being held constant, the Groups profit after tax would
have been RM 393,000 (2013: RM 314,000) higher/lower, as a result of currency translation gains/
losses on these RM denominated balances.
Cash flow interest rate risk is the risk that future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. Fair value interest rate risk is the risk that the value
of a financial instrument will fluctuate because of changes in market interest rate.
The Groups exposure to movements in market interest rates is primarily due to its debt obligations
with financial institutions.
The Group manages its interest rate exposure by monitoring movements in interest rates and
actively reviewing its debt obligations. As the Group has no significant interest bearing assets, the
Groups income is substantially independent of changes in market interest rates.
The Groups borrowings at variable rates comprise approximately 74% (2013: 60%) of the total
borrowings. If the interest rate during the financial year had been higher/lower by 0.5% (2013:
0.5%) with all other variables including tax rates being held constant, the profit after tax would
have been lower/higher by RM 170,000 (2013: RM 158,000) as a result of higher/lower interest
expense on variable rate borrowings.
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group. Trade receivables are monitored on an ongoing basis via Group management
reporting procedures.
The Group has no significant concentration exposure to any individual customer or counterparty nor
does it have any major concentration of credit risk related to any financial instruments.
Concentrations of credit risk with respect to trade receivables are limited due to the Groups large
number of customers who are dispersed. Management believes that there is no anticipated additional
credit risk beyond the amount of allowance for impairment made in the Groups trade receivables.
As the Group and Company does not hold any collateral, the maximum exposure to credit risk for each
class of financial instruments is the carrying amount of that class of financial instruments presented on
the balance sheet.
The Groups and Companys major classes of financial assets that are subject to credit risk are short-
term bank deposits and trade and non-trade receivables.
All non-trade receivables are from subsidiaries and associated corporations and the carrying amounts
are not past due.
The Groups dominant operations are in Malaysia, and the Groups trade receivables located in
Malaysia represents 98% (2013: 94%) of total trade receivables. The remainder represents revenues
arising from operations in Singapore.
Trade receivables arise entirely from non-related parties: corporate customers and individual customers
which represent 76% (2013: 81%) and 24% (2013: 19%) respectively.
It is the Groups policy to transact with creditworthy counterparties. In addition, the granting of material
credit limits to counterparties is reviewed and approved by senior management.
(i) Financial assets that are neither past due nor impaired
Bank deposits that are neither past due nor impaired are mainly deposits with banks with high
credit-ratings assigned by international credit-rating agencies. Trade receivables that are neither
past due nor impaired are substantially companies with a good collection track record with the
Group.
There is no other class of financial assets that is past due and/or impaired except for trade
receivables (refer below for analysis) and an amount due from an associated corporation (refer to
Note 14(b) for analysis).
The age analysis of trade receivables past due but not impaired is as follows:
Group
2014 2013
RM000 RM000
The carrying amount of trade receivables individually determined to be impaired and the
movement of the related allowance for impairment is as follows:
Group
2014 2013
RM000 RM000
The impaired trade receivables arise mainly from corporate and individual customers, which are
provided on a case-by-case basis.
The Group and the Company manage liquidity risk by maintaining sufficient cash to enable them
to meet their normal operating commitments and having an adequate amount of committed credit
facilities.
The table below analyses the maturity profile of the financial liabilities of the Group and the Company
based on contractual undiscounted cash flows.
Group
2014
Trade and other payables 56,413 19,247
Borrowings 35,623 20,217 4,153
92,036 20,217 23,400
2013
Trade and other payables 52,277 13,274
Borrowings 40,767 23,441 5,126
93,044 23,441 18,400
Company
2014
Trade and other payables 6,070
Borrowings 12,033 2,971
Financial guarantee 4,673
22,776 2,971
2013
Trade and other payables 5,397
Borrowings 12,687
Financial guarantee 5,732
23,816
The Groups objectives when managing capital are to safeguard the Groups ability to continue as
a going concern and to maintain an optimal capital structure so as to maximise shareholder value.
In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of
dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain
new borrowings or sell assets to reduce borrowings.
The Group and the Company are in compliance with all externally imposed capital requirements for the
financial years ended 30 June 2014 and 2013.
The aggregate carrying amounts of loans and receivables and financial liabilities at amortised cost are
as follows:
2014 2013
RM000 RM000
Group
Loans and receivables 98,880 88,265
Financial liabilities at amortised cost 131,038 129,199
Company
Loans and receivables 48,192 45,740
Financial liabilities at amortised cost 20,494 18,045
The Companys immediate and ultimate holding company is Nam See Investment (Pte) Ltd, incorporated in
Singapore.
(a) In addition to the information disclosed elsewhere in the financial statements, the following transactions
took place between the Group and the related parties at terms agreed between the parties:
Group Company
2014 2013 2014 2013
RM000 RM000 RM000 RM000
Rental expense to associated corporations is based on lease agreements. Interest income from
associated corporations and service fee income from subsidiaries are determined based on
commercial terms and conditions and at market prices.
(b) Key management compensation (represents to directors only) is disclosed in Note 7 Directors
remuneration other than fees.
The Management has determined the operating segments based on the reports that are used to make
strategic decisions. The Management comprises the Executive Chairman/Managing Director and the
Executive Director.
The Management considers the business from both a geographic and business segment perspective.
Geographically, management manages and monitors the business in the two primary geographic areas,
Singapore and Malaysia. The Singapore segment derives revenue from healthcare education and training
services. The Malaysia segment derives revenue from hospital and other healthcare services.
Other operations included within Singapore and Malaysia relate to investment holding; but these are not
included within the reportable operating segments, as they are not included in the reports provided to the
Management. The results of these operations are included in the all other segments column.
The segment information provided to the Management for the reportable segments are as follows:
Malaysia Singapore
Hospital
and other- Healthcare
healthcare education All other
services and training segments Elimination Total
RM000 RM000 RM000 RM000 RM000
2014
Revenue:
external revenue 285,696 7,216 19,052 (19,052) 292,912
Malaysia Singapore
Hospital
and other- Healthcare
healthcare education All other
services and training segments Elimination Total
RM000 RM000 RM000 RM000 RM000
2013
Revenue:
external revenue 238,762 6,653 6,336 (6,336) 245,415
The revenue from external parties reported to the Management is measured in a manner consistent with that
in the statement of comprehensive income.
The Management assesses the performance of the operating segments based on a measure of earnings
before interest and tax (adjusted EBIT). Interest income and finance expenses are not allocated to
segments, as this type of activity is driven by the Group finance function, which manages the cash position
and borrowings of the Group.
(a) Reconciliations
Group
2014 2013
RM000 RM000
The amounts provided to the management with respect to total liabilities are measured in a
manner consistent with that of the financial statements. These liabilities are allocated based on
the operations of the segment. All liabilities are allocated to the reportable segments other than
income tax liabilities and borrowings.
Group
2014 2013
RM000 RM000
134,963 132,351
Revenue from external customers are derived mainly from hospital and other healthcare services
and healthcare education and training. Investment holding is included in Others. Breakdown of the
revenue is as follows:
Group
2014 2013
RM000 RM000
The Groups two business segments operate in two main geographical areas:
(i) Singapore the Company is headquartered and has operations in Singapore. The operations in
this area are healthcare education and training
(ii) Malaysia the operations in this area are hospital and other healthcare services
Total sales
2014 2013
RM000 RM000
Certain comparative figures in the Consolidated Statement of Comprehensive Income have been reclassified
to better reflect the nature of the balances and to conform to current years classification as follows:
As previously
As restated presented
2013 2013
RM000 RM000
The above reclassifications do not have any impact on the net profit after tax, earnings per share, Balance
Sheets, Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Equity.
Below are the mandatory standards, amendments and interpretations to existing standards that have been
published, and are relevant for the Groups accounting periods beginning on or after 1 January 2014 or later
periods and which the Group has not early adopted:
FRS 110 Consolidated Financial Statements (effective for annual periods beginning on or after
1 January 2014)
FRS 110 replaces all of the guidance on control and consolidation in FRS 27 Consolidated and
Separate Financial Statements and SIC 12 Consolidation Special Purpose Entities. The same
criteria are now applied to all entities to determine control. Additional guidance is also provided to
assist in the determination of control where this is difficult to assess. The Group has yet to assess the
full impact of FRS 110 and intends to apply the standard from 1 July 2014.
RS 112 Disclosure of Interests in Other Entities (effective for annual periods beginning on or after
F
1 January 2014)
FRS 112 requires disclosure of information that helps financial statement readers to evaluate the
nature, risks and financial effects associated with the entitys interests in subsidiaries, associates, joint
arrangements and unconsolidated structured entities. The Group has yet to assess the full impact of
FRS 112 and intends to adopt the standard from 1 July 2014.
nnual improvements (Issued January 2014) FRS108 Operating Segments (effective for annual
A
periods beginning on or after 1 July 2014)
The standard is amended to require disclosure of the judgements made by management in aggregating
operating segments. This includes a description of the segments which have been aggregated and
the economic indicators which have been assessed in determining that the aggregated segments
share similar economic characteristics. The standard is further amended to require a reconciliation of
segment assets to the entitys assets when segment assets are reported.
nnual improvements (Issued January 2014) FRS 24 Related Party Disclosures (effective for annual
A
periods beginning on or after 1 July 2014)
The standard is amended to include, as a related party, an entity that provides key management
personnel services to the reporting entity or to the parent of the reporting entity (the management
entity). The reporting entity is not required to disclose the compensation paid by the management
entity to the management entitys employees or directors, but it is required to disclose the amounts
charged to the reporting entity by the management entity for services provided.
nnual improvements (Issued February 2014) Amendments to FRS113 Fair Value Measurement
A
(effective for annual periods beginning on or after 1 July 2014)
The amendment clarifies that the portfolio exception in FRS113, which allows an entity to measure the
fair value of a group of financial assets and financial liabilities on a net basis, applies to all contracts
(including non-financial contracts) within the scope of FRS39. An entity shall apply the amendment
prospectively from the beginning of the first annual period in which FRS113 is applied.
Country of
business/ Equity
Name of companies Principal activities incorporation holding*
2014 2013
% %
HMI Institute of Health Sciences Healthcare education and training Singapore 100 100
Pte. Ltd. (a)
HMI Health Management (M) Hospital management services Malaysia 100 100
Sdn. Bhd.(b)
Mahkota Medical Centre Sdn. Bhd. Hospital and healthcare services Malaysia 48.95 48.95
(MMCSB) (b) (f)
Mahkota Medical Group Sdn. Bhd. Investment holding Malaysia 48.95 48.95
(MMGSB) (b)(g)
Mahkota Commercial Sdn. Bhd. Holding company of investment Malaysia 48.95 48.95
(MCSB) (d) properties
Country of
business/ Equity
Name of companies Principal activities incorporation holding*
2014 2013
% %
Panodahlia Sdn. Bhd. (b) (i) Healthcare education and training Malaysia 43.45 43.45
These financial statements were authorised for issue in accordance with a resolution of the Board of Directors
of Health Management International Ltd on 26 September 2014.
(A) Leasehold land and leasehold buildings of the Group as set out in Note 16 to the financial statements held
by subsidaries include the following:-
Gross Groups
Floor Area effective interest
Location Description (Sq ft) Tenure in the property
(B) Land and buildings of the Group held by associated corporations include the following:-
Gross Groups
Floor Area effective interest
Location Description (Sq ft) Tenure in the property
Held by Regency Medical Centre (Seri Alam) Sdn Bhd (subsidiary of MCSB)
HS(D) 239043, PTD Hospital building and land 413,613 Freehold 60.82%
111517, Mukim Plentong,
Daerah Johor Bahru,
Negeri Johor (b)
(a)
Valuation performed by Henry Butcher Malaysia (Malacca) Sdn. Bhd.
(b)
Valuation performed by KGV International Property Consultants (Johor) Sdn Bhd
Substantial Shareholders
Shareholdings in which
Registered in the name of the substantial shareholders are
Name of shareholders substantial shareholders deemed to have an interest
Nam See Investment (Pte) Ltd 279,883,673
Dr Gan See Khem 5,164,600 289,733,1951
Dr Chin Koy Nam 1,524,000 293,373,7952
Kabouter Management, LLC 37,227,365
1 Dr Gan See Khem is deemed to have an interest in the shares held by Nam See Investment (Pte) Ltd, her spouse and her
children.
2 Dr Chin Koy Nam is deemed to have an interest in the shares held by Nam See Investment (Pte) Ltd, his spouse and his
children.
Based on information provided, to the best knowledge of the Directors and the substantial shareholders of the
Company, approximately 48.21% of the issued share capital of the Company was held in the hands of the public as
at 26 September 2014. Accordingly, Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading
Limited has been complied with.
NOTICE IS HEREBY GIVEN that the Sixteenth Annual General Meeting of HEALTH MANAGEMENT INTERNATIONAL
LTD (the Company) will be held at:
Venue : Brickworks Auditorium, National Community Leadership Institute, 70 South Buona Vista Road,
Singapore 118176
AS ORDINARY BUSINESS
1. To receive, consider and adopt the Directors Report and Financial Statements for the financial year ended
30 June 2014 together with the Auditors Report thereon of the Company. [Resolution 1]
2. To re-elect Dr Cheah Way Mun (Dr Cheah), retiring by rotation pursuant to Article 95 of the Companys
Articles of Association and who, being eligible, offers himself for re-election.
Dr Cheah, if re-elected, will remain as a member of the Audit Committee, Nominating Committee and
Remuneration Committee. Dr Cheah is considered as an Independent Non-Executive Director.
[Resolution 2]
3. To note the retirement of Dr Chin Koy Nam, pursuant to Section 153(1) of the Companies Act, Cap. 50 as a
Director of the Company.
[See Explanatory Note (i)]
4. To approve the payment of Directors Fees to the Independent and Non-Executive Directors of the Company
of S$181,093.50 for the financial year ended 30 June 2014 (2013: S$172,470). [Resolution 3]
5. To re-appoint Messrs PricewaterhouseCoopers LLP as the Auditors of the Company and to authorise the
Directors to fix their remuneration. [Resolution 4]
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any
modifications:
(a) (i) issue shares in the Company (shares) whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, the 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 Resolution may have ceased to be in force) issue
shares in pursuance of any instrument made or granted by the Directors while this Resolution was in
force,
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued
in pursuance of instruments made or granted pursuant to this Resolution) shall not exceed 50 per
cent of the total number of issued shares in the capital of the Company excluding treasury shares
(as calculated in paragraph (2) below), of which the aggregate number of shares and instruments
to be issued other than on a pro rata basis to shareholders of the Company shall not exceed 20 per
cent of the total number of issued shares in the capital of the Company excluding treasury shares (as
calculated in accordance with paragraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of shares that may be issued under paragraph (1) above, the
percentage of issued shares shall be based on the total number of issued shares in the capital of the
Company excluding treasury shares at the time this Resolution is passed, after adjusting for:
(i) new shares arising from the conversion or exercise of any convertible securities;
(ii) new shares arising from exercise of share options or vesting of share awards which are outstanding
or subsisting at the time this Resolution is passed; and
(c) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions
of the Listing Manual for the time being in force (unless such compliance has been waived by the SGX-
ST) and the Articles of Association for the time being of the Company; and
(d) unless revoked or varied by the Company in General Meeting, the authority conferred by this Resolution
shall continue in force (i) until the conclusion of the next Annual General Meeting of the Company or
the date by which the next Annual General Meeting of the Company is required by law to be held,
whichever is earlier or (ii) in the case of shares to be issued in pursuance of the instruments, made
or granted to this Resolution, until the issuance of such shares in accordance with the terms of the
instruments.
[See Explanatory Note (ii)]
7.
Authority to issue shares under the HMI Employee Share Option Scheme and the Employee
Performance Share Plan [Resolution 6]
That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company be authorised
and empowered to offer and grant options under the HMI Employee Share Option Scheme (the Scheme)
and the Employee Performance Share Plan (Plan) and to issue from time to time such number of shares in
the capital of the Company as may be required to be issued pursuant to the exercise of options granted by
the Company under the Scheme, and share awards under the Plan, whether granted during the subsistence
of this authority or otherwise, provided always that the aggregate number of additional ordinary shares to be
allotted and issued pursuant to the Scheme and the Plan shall not exceed 15 per cent of the total number
of issued shares (excluding treasury shares, if any) in the capital of the Company from time to time and that
such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until
the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is earlier.
[See Explanatory Note (iii)]
8. To transact any other business as may properly be transacted at an Annual General Meeting.
EXPLANATORY NOTES
(i) Pursuant to Section 153(1) of the Companies Act, Cap. 50, no person of or over the age of 70 years shall be
appointed or act as a director of a public company or of a subsidiary of a public company. At present, Dr Chin
Koy Nam has reached the age of 72. In the past two years, he was re-appointed as a director of the Company
pursuant to Section 153(6) of the Companies Act, Cap. 50. He wishes to retire and not be re-appointed as an
Executive Director of the Company at this Annual General Meeting. However, Dr Chin remains as the Group
Medical Director.
(ii) The Resolution 5 in item 6 above empowers the Directors to issue shares in the capital of the Company
and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue
shares in pursuance of such instruments, up to a number not exceeding 50% the issued shares (excluding
treasury shares) in the capital of the Company. For the purpose of determining the aggregate number of
shares that may be issued, the percentage of issued shares shall be based on the total number of issued
shares (excluding treasury shares) in the capital of the Company at the time that Resolution 5 is passed,
after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or
share options or vesting of share awards which are outstanding or subsisting at the time that Resolution 5 is
passed, and (b) any subsequent bonus issue or consolidation or subdivision of shares.
(iii) The Resolution 6 in item 7 above, if passed, will empower the Directors of the Company, from the date of this
Meeting until the next Annual General Meeting of the Company, or the date by which the next Annual General
meeting of the Company is required by law to be held or such authority is varied or revoked by the Company
in general meeting, whichever is the earlier, to issue shares in the Company pursuant to the exercise of
options granted or to be granted under the Scheme and the Plan up to a number not exceeding in total (for
the entire duration of the Scheme and the Plan) 15 per cent of the total number of issued shares (excluding
treasury shares, if any) in the capital of the Company from time to time.
NOTES
1. A member of the Company entitled to attend and vote at the Sixteenth Annual General Meeting of the
Company is entitled to appoint one or two proxies to attend and vote in his stead.
2. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion
of his shareholdings (expressed as a percentage of the whole) to be represented by each proxy.
4. If the appointer is a corporation, the instrument appointing the proxy must be executed under seal or the
hand of its duly authorised officer or attorney.
5. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 167 Jalan
Bukit Merah, #05-10 Connection One, Singapore 150167 not less than forty-eight (48) hours before the time
appointed for holding the Meeting.
Where a member of the Company submits an instrument appointing a proxy(ies) and/or representative(s) to
attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company
(i) consents to the collection, use and disclosure of the members personal data by the Company (or its agents) for
the purpose of the processing and administration by the Company (or its agents) of proxies and representatives
appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation
of the attendance lists, proxy lists, minutes and other documents relating to the Annual General Meeting (including
any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing
rules, regulations and/or guidelines (collectively, the Purposes), (ii) warrants that where the member discloses
the personal data of the members proxy(ies) and/or representative(s) to the Company (or its agents), the member
has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by
the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and
(iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands,
losses and damages as a result of the members breach of warranty.
*I/We
of
being *member/members of HEALTH MANAGEMENT INTERNATIONAL LTD (the Company), hereby appoint
NRIC/ Proportion of
Name Address Passport Number Shareholdings (%)
or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me/us on my/our behalf and, if
necessary, to demand a poll, at the Sixteenth Annual General Meeting of the Company (the Meeting) to be
held at Brickworks Auditorium, National Community Leadership Institute, 70 South Buona Vista Road, Singapore
118176 on 28 October 2014, at 4:00 p.m.and at any adjournment thereof.
(Please indicate with an X in the spaces provided whether you wish your vote(s) to be cast for or against the
Resolutions as set out in the Notice of Sixteenth Annual General Meeting. In the absence of specific directions,
your proxy/proxies will vote or abstain from voting as he/she/they may think fit, as he/she/they will on any other
matter arising at the Sixteenth Annual General Meeting.)
Signature(s) of Member(s) or
Common Seal of Corporation
#
*Delete accordingly
FOLD HERE FOR SEALING
PLEASE AFFIX
30 CENTS
POSTAGE
STAMP HERE
FOLD HERE
Notes:
1. Please insert the total number of shares held by you. If you have shares entered against your name in the
Depository Register (as defined in Section 130A of the Companies Act, Cap. 50), you should insert that
number of shares. If you have shares registered in your name in the Register of members, 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 entered against your name in the Depository Register and registered in your name in the Register of
Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate
to all the shares held by you.
2. A member of the Company entitled to attend and vote at the Sixteenth Annual General Meeting is entitled to
appoint one or two proxies to attend and vote in his stead. A proxy need not be a member of the Company.
3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion
of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. However,
if no such proportion is specified, the first named proxy may be treated as representing 100 per cent of the
shareholding and any second named proxy as an alternate to the first named.
4. The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company
at 167 Jalan Bukit Merah, #05-10 Connection One, Singapore 150167 not less than forty-eight (48) hours
before the time fixed for holding the Sixteenth Annual General Meeting.
5. This instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly
authorized in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it
must be executed either under its seal or under the hand of any officer or attorney duly authorized.
6. A corporation which is a member may also authorize by resolution of its directors or other governing body
such person as it thinks fit to act as its representative at the Sixteenth Annual General Meeting in accordance
with Section 179 of the Companies Act, Chapter 50 of Singapore.
7. The Company shall be entitled to reject this instrument appointing a proxy or proxies if it is incomplete,
improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the
instructions of the appointor specified in the instrument appointing a proxy or proxies.
8. In the case of members whose shares are entered against their names in the Depository Register, the
Company may reject any instrument appointing a proxy or proxies lodged if such members are not shown
to have shares entered against their names in the Depository Register as at forty-eight (48) hours before the
time fixed for holding the Sixteenth Annual General Meeting as certified by the CDP to the Company.
Corporate Information
Remuneration Committee
Professor Tan Chin Tiong - Chairman
Mr Gan Lai Chiang, Andy
Dr Cheah Way Mun
Company Secretary
Mr Lo Kim Seng
Health Management International Ltd
www.hmi.com.sg