Nera Telecommunications LTD Annual Report 2019 PDF
Nera Telecommunications LTD Annual Report 2019 PDF
Nera Telecommunications LTD Annual Report 2019 PDF
CONNECTING
THE
FUTURE
ANNUAL REPORT
2019
03 CHAIRMAN’S STATEMENT
05 CEO’S STATEMENT
06 GEOGRAPHICAL PRESENCE
07 CORPORATE INFORMATION
08 BOARD OF DIRECTORS
12 SENIOR MANAGEMENT
13 FINANCIAL HIGHLIGHTS
14 BUSINESS SEGMENTS
16 SUSTAINABILITY REPORT
66 FINANCIAL STATEMENTS
HARNESSING
DIGITAL,
ENABLING TRANSFORMATION
CHAIRMAN’S
STATEMENT
Dear Shareholders, The final proposed dividend, if approved at the forthcoming
On behalf of the Board, I am pleased to present the Annual General Meeting, will be paid to shareholders at a
Annual Report and Financial Statements of Nera date to be announced later.
Telecommunications Ltd (“NeraTel” or the “Group”) for the
year ended 31 December 2019 (“FY2019”). LOOKING AHEAD
The outlook is expected to be challenging, given the
ECONOMIC BACKDROP AND OUTLOOK macroeconomic and geopolitical uncertainties, coupled
The year 2019 has been fraught with uncertainty, where with the Covid-19 situation. Notwithstanding the weaker
the US-China trade war and Brexit ambiguities dominated outlook as a result of the global pandemic, businesses and
headlines. The US Federal Reserve had cut interest rate organisations are implementing and embracing business
three times over the span of the year, while signs of the continuity plans such as remote working, which is likely to
easing trade conflict and certainty of Brexit late in the drive growth in data traffic in the near future.
year led to a rally in equities, cumulating in a robust but Globally, we see that with increased internet penetration,
tumultuous year for global stock markets. interconnected systems and data traffic, cyberattacks are
becoming more impactful and resulting in massive losses.
The International Monetary Fund’s initial projection of a The improved accuracy and frequency of cyber threats
3.3% global growth in the January 2020 World Economic across different parts of the Asia-Pacific region is one of
Outlook is expected to be downgraded in the April 2020 the predominant factors that is anticipated to drive the
World Economic Outlook as a result of the impact of demand for various cybersecurity solutions.
the fast-spreading coronavirus (“Covid-19”) on the global
economy. Indeed, cybersecurity is a critical enabler for digitalisation.
NeraTel is placing a greater focus on this segment and
Ahead of an imminent global recession, the US Federal nurturing cybersecurity professionals to equip them with
Reserve cut interest rates at an emergency meeting in the required specialised expertise in anticipation of the
March 2020, the second time since the financial crisis of growing market. This includes tailoring cybersecurity
2008, aiming for a target range of 0% to 0.25%, down solutions for a wide range of sectors from financial
1 percentage point from a range of 1% to 1.25%. services to telecommunication, healthcare, public sector,
and others. Extending beyond cybersecurity, the Group
FINANCIAL HIGHLIGHTS will also explore opportunities in areas such as data
Against this backdrop, for FY2019, the Group’s revenue analytics and network automation, where demand is
decreased by 13.3% to $144.4 million from $166.5 million1 expected to be driven by the 5G rollout in the region.
in the corresponding period a year ago (“FY2018”). Profit
before tax decreased by 49.2% from $10.1 million1 to $5.1 ACKNOWLEDGEMENTS
million, with lower operating expenses partially offsetting Navigating through the challenges of the previous year
the impact of lower gross profit. Mainly in line with lowered and those that lie ahead would not be possible without
the support and contributions of many. We would like to
revenue, net profit decreased by 37.3% to $3.9 million from
express our gratitude to Mr Tan Lye Huat, who will retire
$6.3 million1 over the same period. as Independent Director at the forthcoming Annual General
Meeting, for his invaluable contributions over the years. Mr
Basic earnings per ordinary share for the year, based on Tan has served as a member of the Board since January
the net profit from continuing operations attributable to 2013 and has been an outstanding Chairman of the Audit
shareholders, were recorded at 1.09 Singapore cents and Risk Management Committee for over seven years.
compared to 1.74 Singapore cents1 in FY2018. Net Asset We would also like to welcome Mr Basil Chan, who was
Value per ordinary share, based on issued share capital appointed as Non-Executive Independent Director and
of 361,897,000 ordinary shares, was recorded at 17.62 Chairman of the Audit and Risk Management Committee
Singapore cents compared to 18.42 Singapore cents in on 18 March 2020.
FY2018.
On behalf of the Board, I would like to thank our
NeraTel’s cash and cash equivalents remained healthy shareholders, valued customers and business partners
at $12.9 million as at 31 December 2019. Shareholders’ for their confidence and continued support, and express
equity stood at $63.8 million at the end of the reporting a special note of appreciation to the Board of Directors,
period. management and staff for their dedication and commitment.
DIVIDEND
The Board is pleased to recommend a final one-tier tax
exempt dividend of 0.5 Singapore cents per ordinary share
for FY2019. Including the interim one-tier tax exempt
cash dividend of 0.5 Singapore cents per share paid on
10 September 2019, total dividends will amount to 1.0
Singapore cent per share for FY2019.
MS WONG SU-YEN
Chairman
1
Please refer to pages 144-146 for the explanation on the restatement.
04 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 05
CEO’S
STATEMENT
BUSINESS REVIEW During the year under review, we are pleased to have
In FY2019, NeraTel focused on navigating through secured cybersecurity contracts with new and repeat
industry-wide challenges while actively managing customers. All these serve to endorse NeraTel’s
operational costs. The Group achieved revenue of $144.4 competencies and commitment in delivering quality
million and net profit of $3.9 million for FY2019, a 13.3% products and we will tap on our end-to-end solutions and
and 37.3% decrease over the previous corresponding look for opportunities in this evolving economy.
year, respectively.
Incubators
As part of the Group’s ongoing strategy, we have made 5G is set to bring about an age of new and exciting
good progress in our efforts to diversify our customer opportunities in the longer term. With the growing data size,
base and broaden our revenue streams. Notwithstanding an increasing number of organisations and businesses are
the industry headwinds, NeraTel has continued to leverage adopting data analytics solutions to enable better decision-
on its key competencies and secured approximately making processes. Likewise, the increase in data traffic and
$153.8 million of order in-take in FY2019, supported network slicing will also require new approaches towards
mainly by the Network Infrastructure (“NI”) business. Of the network and service-related processes. In anticipation of
total order in-take, the government, transport and utilities these evolving market dynamics, we will work towards the
(“GTU”) sector saw a growing proportion of contracts, development of our data analytics and network automation
which accounted for 27.0% in FY2019, as compared to capabilities in order to cater to the longer-term market
14.3% in FY2018. demand in these domains.
Profit before tax for FY2019 decreased by 49.2% from In summary, NeraTel will tap and focus on our cybersecurity
$10.1 million1 to $5.1 million, mainly due to lower gross expertise, while at the same time develop our data analytics
profit, partially offset by lower operating expenses. At the and network automation capabilities to position the Group
end of the year, the Group held cash and cash equivalents as an all-encompassing solution provider in the long-term.
of $12.9 million as compared to $21.5 million in FY2018. Our future plans and strategies are largely dependent on the
performance of the overall economy as well as the speed
The NI business segment, which remains as the Group’s of adoption of new technologies, and we will monitor the
largest revenue contributor at 70.8%, saw an 8.6% global economic and industry developments closely as we
decrease in revenue to $102.2 million in FY2019 mainly pave the way forward.
due to a slowdown in the capital expenditure spending
from the Service Provider markets. The Group recorded WORDS OF APPRECIATION
lower revenue contribution from Singapore, Malaysia and As we prepare to navigate the challenging global economic
the Philippines, partially offset by higher revenue from situation we will remain focused on ensuring our business
Indonesia. sustainability and building our long-term competencies.
I would like to take this opportunity to extend my
The WIN business segment, which contributed to the appreciation to our valued customers, business partners
remaining 29.2% of the Group’s total revenue, recorded and shareholders for their continued support. I would also
a 22.8% decrease in sales to $42.2 million mainly due to like to thank our Board of Directors, management team
weaker performance from Europe, the Middle East and and staff for their commitment and contribution in driving
Africa markets, partially offset by higher revenue from the company forward.
Singapore.
BUSINESS OUTLOOK
Looking ahead, the global Covid-19 pandemic is expected
to have an adverse impact on the global economy.
Countries worldwide are implementing and tightening
containment measures, which are forcing some
businesses to shut down operations and reduce capital
expenditures. Supply chains of IT solutions might also be
adversely affected. In fact, at the time of the printing of
this report, a global economic recession is looming, with
analysts worldwide slashing their already grim forecasts.
Notwithstanding the ongoing situation, we continue to
focus on our growth strategy and objectives as we
navigate through these challenging times. MR BECK TONG HONG
CEO
Near to Medium-Term Business Vertical
Countries in the Asia-Pacific region have been making
progress towards the commercial deployment of 5G, at
varying stages. With the upcoming 5G rollout in more
parts of Asia-Pacific, the cybersecurity market is expected
to expand in tandem with the increase in the adoption of
smart devices and data consumption.
1
Please refer to pages 144-146 for the explanation on the restatement.
06 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
GEOGRAPHICAL
PRESENCE
NORWAY (Bergen)
CHINA (Beijing)
MOROCCO (Casablanca)
LIBYA (Tripoli)
UAE (Dubai) MYANMAR (Yangon)
PHILIPPINES (Manila)
NIGERIA (Lagos)
MALAYSIA (Kuala Lumpur)
PAKISTAN (Islamabad)
SINGAPORE
INDIA (New Delhi)
INDONESIA (Jakarta)
AUSTRALIA (Sydney)
THAILAND (Bangkok)
VIETNAM (Hanoi)
NAME OF NERA TELECOMMUNICATIONS LTD SUBSIDIARY SUBSIDIARIES OF NERA NETWORKS (S) PTE LTD
COMPANIES
• Nera Telecommunications AS, Norway
• Nera Networks (S) Pte Ltd, Singapore
• Nera Telecommunications AS, Libya Branch, Libya
• Nera (Malaysia) Sdn. Bhd., Malaysia
• Nera Telecommunications Maroc S.A.R.L AU, Morocco
• Nera Infocom (M) Sdn. Bhd., Malaysia
• Nera Telecommunications (Pakistan) (Private) Limited,
• P.T. Nera Indonesia, Indonesia Pakistan
CORPORATE
INFORMATION
BOARD OF DIRECTORS REGISTRARS AND SHARE TRANSFER OFFICE
Ms Wong Su-Yen*, Chairman Tricor Barbinder Share Registration Services
Mr Beck Tong Hong*** (A division of Tricor Singapore Pte Ltd)
Mr Basil Chan* (Appointed on 18 March 2020) 80 Robinson Road #11-02
Dr Lee Kwok Cheong* Singapore 068898
Mr Tan Choon Hong** Tel: (65) 6236 3333
Mr Tan Lye Huat* Fax: (65) 6236 3405
Mr Tommy Teo Zhi Zhuang**
AUDITORS
AUDIT AND RISK MANAGEMENT COMMITTEE Ernst & Young LLP
Mr Basil Chan, Chairman (Appointed on 18 March 2020) One Raffles Quay
Dr Lee Kwok Cheong North Tower, Level 18
Mr Tommy Teo Zhi Zhuang Singapore 048583
Partner-in-charge: Ms Yeow Hui Cheng
NOMINATING COMMITTEE (appointed with effect from financial year ended
Ms Wong Su-Yen, Chairman 31 December 2018)
Mr Tan Choon Hong
Mr Tan Lye Huat PRINCIPAL BANKERS
DBS Bank Ltd
REMUNERATION COMMITTEE The Hongkong and Shanghai Banking Corporation Limited
Dr Lee Kwok Cheong, Chairman RHB Bank Berhad
Mr Tan Choon Hong Hong Leong Bank Berhad
Ms Wong Su-Yen
COMPANY SECRETARY
Ms Chan Wan Mei
Ms Gan Lee Teng
REGISTERED OFFICE
109 Defu Lane 10
Singapore 539225
Tel: (65) 6281 3388
Fax: (65) 6383 9566
BOARD OF
DIRECTORS
MS WONG SU-YEN
Independent Director since 23 December 2013
Chairman of the Board since 30 April 2014
Chairman, Nominating Committee since 23 December 2013
Member, Remuneration Committee since 23 December 2013
Last re-elected on 26 April 2017
Ms Wong brings with her over 20 years of experience in driving business strategy, strategic talent development, organisation
transformation, operation redesign and risk management. She serves as a Director at MediaCorp, Yoma Strategic Holdings,
and NTUC First Campus. She is a Fellow and Vice-Chairman of the Governing Council of the Singapore Institute of Directors,
and a Director at the National Kidney Foundation, Singapore, and The Teng Ensemble.
Previously she was Chief Executive Officer of the Human Capital Leadership Institute. Prior to that, she was Chairman
(Singapore) for Marsh & McLennan Companies Inc, a global professional services firm specialising in risk, strategy, and human
capital advice and solutions. She was also Senior Partner and Managing Director, Southeast Asia at Mercer, a global leader
in human resource consulting and related financial services. Earlier, she was Asia Managing Partner for the Communications,
Information & Entertainment practice at Oliver Wyman, a leading strategy consulting firm. She has advised clients across North
America and Asia, and has previously been based in Boston, Bangkok, Hong Kong, Beijing and Seoul.
Ms Wong holds a B.A. in Music and Computer Science from Linfield College and an M.B.A. from the University of North
Carolina at Chapel Hill.
Mr Beck is the CEO of the Company and is responsible for the overall performance of the Group. He was previously the Vice
President for Network Infrastructure business for the Group. He has more than 17 years of working experience in business
management, product management and large scale programme management. He had worked in PT Smartfren Tbk, Singapore
Telecommunications Ltd, and Defense Science Technology Agency of Singapore, prior to joining the Company.
Mr Beck holds a Diplôme d’Ingénieur (Bachelor of Science) in Electrical and Electronics Engineering degree from Ecole Supérieure
d’Ingénieurs en Génie Eléctrique and a Diplôme d’Etudes Approfondies (Master of Engineering degree) in Optoelectronics from
Institut National des Sciences Appliquées de Rouen, both in France.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 09
BOARD OF
DIRECTORS
Dr Lee was the Chief Executive Officer of Singapore Institute of Management Holdings Pte Ltd after 14 years of service and
is an Adjunct Professor at the Singapore University of Social Sciences (“SUSS”). He was previously an Adjunct Associate
Professor of NTU Business School.
Dr Lee has served on many boards and national committees in education, manpower and IT areas. He is also a Board Member
of the TENG Ensemble Ltd, ILA Vietnam Ltd. Co., Singapore Pools Pte. Ltd., and Singapore Association for Mental Health.
Dr Lee graduated from the Massachusetts Institute of Technology (“MIT”) and the University of California at Berkeley. He
attended the INSEAD Avira Program and Stanford Executive Program at the Stanford Graduate School of Business.
Dr Lee received Singapore’s Public Service Medal (“PBM”) in 2010 and Public Service Star (“BBM”) in 2016. He was awarded
a Doctor of Business honoris causa by the RMIT University in 2014, a Doctor of Science honoris causa by the University of
London in 2016 and the Honorary Degree of Doctor of the University of Stirling in 2018.
Dr Lee had a 27-year successful career in IT consulting and services before moving to education in 2005.
Mr Tan is Chief Executive Officer of Northstar Advisors Pte. Ltd. Prior to joining Northstar, Mr Tan was a Director for special
projects at CS Partners and a vice president at GIC Special Investments Pte Ltd. Earlier, he spent five years in Corporate
Finance at Deutsche Bank. He began his career with the Ministry of Trade and Industry as an Assistant Director. He currently
serves on the board of APAC Realty Limited.
Mr Tan is a Chartered Financial Analyst and holds a Master of Engineering and Bachelor of Arts from Cambridge University. He
was awarded the Overseas Merit Scholarship by the Singapore Public Service Commission.
10 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
BOARD OF
DIRECTORS
Mr Tan had previously been engaged in corporate governance advocacy, consulting and training work under HIM Governance
Private Limited including, until recently, being the Regional Adviser of Governance for Owners LLP as well as volunteering at a
number of other governance-related associations.
Besides senior professional and management experiences in the banking, audit and commercial sectors, Mr Tan sits on the
boards of other Singapore listed companies, namely, SP Corporation Limited, Japan Foods Holding Ltd, Neo Group Limited
and Dynamic Colours Limited.
Mr Tan is a life member of the Institute of Singapore Chartered Accountants (“ISCA”), Fellow of the Association of Chartered
Certified Accountants (“FCCA”), member of the Australian Institute of Company Directors (“AICD”) as well as a Chartered
Director Fellow (“C. Dir FIoD”) of the Institute of Directors (“IOD, UK”). He attended the Executive Management Program at
Columbia University and the International Directors’ Course at INSEAD.
Mr Tan will retire as Independent Director at the forthcoming Annual General Meeting.
Mr Teo is a Managing Director at Vulcan Capital and leads the investment team based in Singapore. Prior to joining Vulcan,
Mr Teo was an Executive Director with the Northstar Group, a Singapore headquartered private equity firm where he focused
on growth and technology opportunities in Southeast Asia. Previously, Mr Teo was an investment banker with Citigroup in
Singapore, and with Perella Weinberg Partners and Bear, Stearns & Co. Inc. in New York. Mr Teo was also an analyst at hedge
fund sponsor Capital Z Asset Management. He currently serves on the board of APAC Realty Limited.
Mr Teo graduated with a Bachelor of Business Administration from the Stephen M. Ross School of Business at the University
of Michigan.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 11
BOARD OF
DIRECTORS
MR BASIL CHAN
Independent Director since 18 March 2020
Chairman, Audit and Risk Management Committee
since 18 March 2020
Mr Basil Chan is the Founder and Managing Director of MBE Corporate Advisory Pte Ltd. He was a Council Member and
Board Director of the Singapore Institute of Directors (“SID”) from 2002 to 2013 and is currently a member of SID’s Audit
Committee Chapter. He was a member of the Corporate Governance Committee in 2001 that developed the Singapore
Code. He was previously a member of the Accounting Standards Committee of the Institute of Certified Public Accountants
of Singapore (“ICPAS’’) and was formerly a member of the Audit and Assurance Standards Committee of the Institute of
Singapore Chartered Accountants (“ISCA”, formerly known as “ICPAS”). He is currently the Deputy Chairman of the Corporate
Governance Committee of ISCA. Mr Chan has more than 35 years of audit, financial and general management experience
having held senior financial positions in both private and listed companies. Mr Chan is also an Independent Non-Executive
Director on the Boards of several publicly listed companies on the Singapore Stock Exchange namely Grand Banks Yachts
Limited, AEM Holdings Ltd, Broadway Industrial Group Limited, Global Invacom Group Limited and Memories Group Ltd. In
the last 3 years, he previously sat on the Board of Singapore eDevelopment Ltd, SBI Offshore Ltd and Yoma Strategic Holdings
Ltd.
He holds a Bachelor of Science (Economics) Honours degree majoring in Business Administration from the University of Wales
Institute of Science and Technology, United Kingdom and is a Fellow Member of the Institute of Chartered Accountants in
England and Wales as well as a Fellow Member of ISCA. He is a Fellow Member of the Singapore Institute of Directors.
12 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
SENIOR
MANAGEMENT
MS TAN GEOK LENG JACQUELINE is the Senior Financial MR TAN KOK ANN ALAN is the Vice President of Group Human
Controller. She is responsible for financial and reporting Resources & Administration. He is responsible for overseeing
matters for the Group and supports the Group’s investor the Human Resources & Administrative functions. He brought
relations. She has more than 20 years of experience with him more than 20 years of regional HR experience in the
in finance and accounting in various industries such Asia Pacific, from mid-size to larger foreign MNC firms. His
as telecommunications and information technology, areas of specialised expertise include providing HR consulting
packaging, property development, ship repair and electronics services to all senior stakeholders, strategic HR planning,
manufacturing. Ms Tan holds an honours degree in Commerce Compensation and Benefits, Workplace Transformation,
from the Flinders University of South Australia. She is also a Labor law compliance, Talent and Succession Management,
member of CPA Australia. and Employee Relations. Alan holds a Bachelor degree with
double major in Human Resource & Management from Curtin
University of Technology and he is on the journey to obtaining
the Certified Senior Professional for HR by the Institute for
Human Resource Professionals.
MR TAN CHAM KHAIN ORLANDO is the Senior Vice President of MR NG MENG YEOW EZEKIEL TEDDY is the Deputy Head of
Network Infrastructure. He is responsible for the Group’s entire the Wireless Infrastructure Networks. He is responsible for
Network Infrastructure business. He has more than 20 years the Group’s Wireless Infrastructure Networks business. He
of APAC experiences in ICT (Information & Communications has more than 20 years of experiences in the Information
Technology) industry and proven track record in sales & Technology industry with track records in business
marketing management, channel development and new development, sales and channel management, strategy and
business strategy. Mr Tan holds a Master in Advanced start-ups. Mr. Ng holds an MBA from University of Chicago,
Business Practice from the University of South Australia, an Booth School of Business and a Bachelor of Business
MBA in Banking and Finance from Nanyang Technological Management from Griffith University, Australia.
University Singapore, a Bachelor of Engineering in EEE from
the University of Surrey UK and a Diploma in EEE from Ngee
Ann Polytechnic.
FINANCIAL
HIGHLIGHTS
REVENUE ($M)
FY2019 144.4
FY2018 166.5#
FY2017 194.1
FY2016 164.9
FY2015 181.5*
FY2019 5.1
10.1#
FY2018
11.9
FY2017
FY2016 5.2
FY2015 16.8*
FY2019 3.9
FY2018 6.3#
FY2017 7.8
FY2016 3.9
FY2015 13.4*
BUSINESS
SEGMENTS:
WIRELESS INFRASTRUCTURE NETWORKS (WIN) Building Analytics and Internet of Things (IoT)
NeraTel provides end-to-end wireless infrastructure With the advent of IoT devices, NeraTel’s Building
network solutions, alongside a host of other wireless Analytics solution is able to collect data on the cost of
services. We offer 5G-ready solutions and serve a multitude operations and energy usage of any building. In addition,
of clients over a range of sectors, such as Service NeraTel’s advanced Fault Detection and Diagnosis as
Providers, ISPs, Broadcasters, Enterprises, Government well as Predictive Maintenance capabilities complement
Organisations, Offshore and Utilities. Specifically, our WIN the Building Management System by enabling our clients
portfolio covers in-building mobile coverage solutions, to reduce their operational cost and energy consumption.
outdoor mobile coverage enhancement, RF access Moreover, these solutions include Facility and Real Estate
network optimisation, benchmarking, 3G/4G/LTE base Management which allow our clients to achieve not only
stations, licensed and unlicensed point-to-point, and productivity through Smart Manpower Scheduling, but
point-to-multi-point microwave radio. We provide solutions also their environmental sustainability goals and reduce
such as 3G/4G data offloading, RAN benchmarking, carbon footprint. It is also a solution that fits well into any
optimisation and QoS with our end-to-end solutions, Smart Building or Smart Real Estate initiative.
which are designed to suit the needs of green field and
brown field deployments. Turnkey Solution and Projects
We maintain our strategy of undertaking long-term,
Microwave Transmission and Mobile Coverage comprehensive projects that span their project complete
Our highly versatile Evo series microwave radio is built life-cycles. Our highly trained and experienced teams
around a software-defined core which enables a wide provide expertise in planning, designing, installation,
range of radio applications to be based on one common commissioning and testing of solutions, inclusive of
product platform. The cutting edge technology deployed comprehensive post-sales service and support.
in the Evo series microwave radio is 5G-ready to meet the
high capacity and low latency requirement in 5G networks. NETWORK INFRASTRUCTURE (NI)
The combined forces of new disruptive technologies
Our passive and active solutions can be applied to and innovations are changing the world of business
most hardware set-ups focusing on delivering quality dramatically. This wide-ranging disruption is forcing
solutions for our customers’ indoor mobile coverage industries to adapt to meet the changing needs of their
needs. Additionally, our outdoor solutions enhances value customers, employees, partners, and stakeholders. As
relative to its cost. a result, digital transformation projects have risen to the
top of most organisations’ priority lists. NeraTel employs
Radio Access Network (RAN) technologies and solutions to support our customers with
Armed with a comprehensive service and solution portfolio a technological framework that is flexible and adaptable
for RAN optimisation and performance benchmarking, the to their changing business requirements. This framework
Group is well-positioned to provide solutions to cellular covers technologies, tools and processes necessary for
operators who are looking to achieve the highest level of our customers’ digital transformation.
service standards. With 3G/4G data offloading solutions
via Wi-Fi becoming more popular with operators, we are Multi-Cloud
well positioned to capture market share by leveraging More and more companies are beginning to understand
on our unique and comprehensive solution offerings. We the benefits of cloud technologies and cloud platform is
take great pride in being highly versatile in providing the therefore, gradually becoming the primary platform for any
best-in-class solutions. This versatility allows us to easily company to develop and host both new and existing IT
tailor our solutions to our clients’ needs and to meet the enterprise applications. Customers can also speed up its
demands of the 5G environment. digital transformation by leveraging on cloud technologies
such as cloud hosting services, big data analytics, and
even cloud-native application development platforms.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 15
BUSINESS
SEGMENTS:
NeraTel’s multi-cloud architecture allows our customers’ NeraTel also represents leading edge networking vendors
IT functions to establish a competitive advantage for to deliver intent-based networking architectures, which
their business stakeholders, translating into cost savings, allows our customers’ IT stakeholders to establish policies
performance optimisation, and improved reliability, which that specify the network’s business intent, auto-prescribe
are critical factors in driving growth for these businesses the requirements, and automate the processes. Through
while they embark on digital tranformation. Our cloud these solutions, our customers can streamline and
solutions also enable customers to run workloads across automate their network to enable faster network changes,
the most appropriate cloud environments with the goals quick deployment of new applications and more intuitive
of cost savings and performance optimisation. In addition, troubleshooting.
our cloud management tools enable the monitoring and
control of cloud resources in a multi-cloud environment. Optical Networks
In the Optical Networks domain, we provide carrier-
Cybersecurity grade optical network solutions to serve mobile
With the increased instances of cyber security breaches transport, business services, DC Interconnection and
worldwide, organisations are adopting a more proactive Edge Aggregation. Our solutions cater to a full range of
approach towards network security. In today’s digitised customers including service providers, mobile carriers,
world, our customers recognise that protecting their business enterprises and transport companies.
intellectual property, reputation and assets is a top
priority. The advent of 5G rollouts will unlock the potential NeraTel’s range of products include high-capacity long
of Internet of Things (“IoT”) by enabling more connections haul systems, metro DWDM applications, optical multi-
at once with fast speed and low latency. The proliferation service platforms, and mobile front/back-haul solutions.
of IoT has increased the need to address the concerns in This comprehensive suite of optical networking products
IoT security. An IoT security strategy must focus on not aims to provide our customers with seamless and cost
only preventing intrusion but also quick detection and effective solutions to enable higher data throughput in
recovery. their digitised network.
SUSTAINABILITY
REPORT
1. BOARD STATEMENT
Our sustainability agenda is led by our Board of Directors, which oversees and ensures that we pursue our commercial
objectives, and remains a responsible and sustainable organisation. Information on the Board, Corporate Governance
Model, Board Committees and their Terms of Reference is available in the Corporate Governance Report of this Annual
Report.
We interact with a large number of stakeholders. We empower all our business and functional units to regularly engage
with their respective stakeholders on their chosen platforms to ensure that key issues impacting our stakeholders are
addressed in our practices and business strategies.
Whilst mindful of our profit-oriented objective, we are committed to strike a balance between growth, profit, governance,
environment, the development of our people and well-being of our communities to secure the long-term future of our
business. This commitment is reflected in our sustainable business strategy and the material environmental, social,
governance factors which are shown in this report.
Total customer satisfaction Inclusive workplace and talent Occupational health and safety
development
• No material changes in our market • 29% of our employees are females Zero incident of workplace accident
presence • 9% of our workforce is above
• Our operations in Singapore are 50 years old
certified under ISO 9001: 2015 • Certified professionals accounted
for around 31% of total workforce
• Training expenditure per employee
is $510
• 44% of the employees and 36%
of the managers have more than
5 years of service with us
Electricity and water conservation Sustainable business performance Emphasis on code of ethics
• Electricity consumption rate is 5,766 We reported a decline in revenue and Zero incident of fraud incident
kWh per employee profits due to market conditions
• Water consumption rate is 8.75 cu M
per employee
Robust corporate governance framework
SUSTAINABILITY
REPORT
2. INTRODUCTION
We are seeing the age of digital transformation and disruption. Unparalleled changes have been taking place in the
way we communicate, and conduct business, which in turn changes the way we live.
Info-Communications Technology and digitalisation are key driving forces behind much of this change, and we believe
that the future will have new changes and developments that will continue to transform the environment we operate in.
As we innovate and grow amidst this changing environment, we recognise that managing our impact on society and
the environment is one of our key responsibilities. We would like our businesses to have a strong sense of responsibility
to our stakeholders, beyond the pursuance of pure economic gains.
Our sustainability strategy is to focus on the development of our people. As a system integrator and solution provider,
we believe that a diversified, capable and motivated workforce that offers differing, fresh, perspectives and ideas for
our business is key to our sustainability.
PATH TO SUSTAINABILITY
Our vision and missions are driven by our core values and the path to sustainability is closely aligned with our vision,
missions and core values as our sustainability factors and strategies will bring us to where we envision ourselves to
be. Refer to Section 9 for more details on the alignment of our material sustainability factors with our vision, missions
and core values.
18 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
SUSTAINABILITY
REPORT
4. REPORTING FRAMEWORK
This report has been prepared in accordance with the Global Reporting Initiative (“GRI”) Standards: Core option and
complies with Singapore Exchange Securities Trading Limited (“SGX-ST”) listing rules 711A and 711B. We have chosen
to report using GRI standards: Core option as it is an internationally recognised reporting framework.
This report covers Singapore, Malaysia and Philippines operations (collectively known as the “Operations”) which
contributed approximately 66% (FY2018: 61%1 – Singapore and Malaysia only) of our total revenue for the reporting
period. We target to increase the coverage of our Report to at least 75% of our total revenue by financial year ending
31 December 2020 (“FY2020”).
6. FEEDBACK
We welcome feedback from all stakeholders on this report. You may send related questions, comments, suggestions
or feedback to our investor relations email account: corporate@nera.net
Through the above channels, we seek to understand the views of key stakeholders, communicate effectively with them
and respond to their concerns.
1
Figure has been restated as a correction
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 19
SUSTAINABILITY
REPORT
8. POLICY, PRACTICE AND PERFORMANCE REPORTING
Board of Directors
CEO
Contracts and
Human Resources,
Finance Corporate WIN Business NI Business
Admin and Training
Secretariat
20 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
SUSTAINABILITY
REPORT
8.3 SUSTAINABILITY REPORTING PROCESSES
Our sustainability process begins with the identification of relevant factors. Relevant factors are then prioritised as
material factors which are then validated. The end result of this process is a list of material factors disclosed in this
sustainability report. Inter-relations are as shown in the chart below:
The reporting priority is supported by a material factor matrix which considers the level of concern to external
stakeholders and potential impact on business.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 21
SUSTAINABILITY
REPORT
8.5 PERFORMANCE TRACKING AND REPORTING
We track the progress of our material factors by identifying the relevant data points, measuring and monitoring them.
In addition, we set performance targets that are aligned with our strategy to ensure that we remain focused in our
path to sustainability. We shall consistently enhance our performance-monitoring processes and improve our data
capture systems.
GENERAL DISCLOSURE
SOCIAL
ENVIRONMENTAL
ECONOMIC
GOVERNANCE
SUSTAINABILITY
REPORT
Material factor matrix
Robust corporate
Medium
governance framework
Emphasis of code of ethics
Ongoing community
Low
development
Business impact
We will update the material factors on an annual basis to reflect changes in business operations, environment,
stakeholder’s feedback and sustainability trends. The details of each key sustainability factor are presented as follows:
SUSTAINABILITY
REPORT
Our strategy to establish a best-in-class footprint is driven by a core regional team of qualified and experienced
professional engineering staff that supports our local operations in the development and delivery of complex end-to-
end turnkey solutions to our customers.
With strategic vendors, we are able to gain access to a wider range of hardware and software for us to develop
solutions that meet customers’ requirements. In addition, our volume purchases allow us to secure competitive prices
through discounts, rebates or pricing protection support which we can then leverage on to provide our customers
with value-for-money solutions.
• Customer feedback collected from various touchpoints such as sales teams and annual customer satisfaction
surveys is mined to gather valuable insights into current and future customer requirements. Insights gathered are
discussed during regular management meetings to drive product and service improvements, enhance operational
level and provide inputs for better strategies.
• A centralised knowledge database is maintained to retain the cumulative and valuable knowledge gained from
past projects such as designs, marketing strategies, used cases and lessons learned. The knowledge base serves
multiple purposes of securing sales, developing solutions, customer support, employee training and employee on-
boarding. The knowledge base is stored in a secured location and accessible to authorised personnel.
• To better nurture and build closer customer relationships, a customer relationship management system has been
implemented to organise and manage customer information and opportunities.
Adopt market standards for the quality and safety of our products
Our operations in Singapore are certified under ISO 9001: 2015 and the adoption of such international standards
demonstrates our ability to consistently provide products and services that meet customer and applicable statutory
and regulatory requirements.
SUSTAINABILITY
REPORT
9.2 INCLUSIVE WORKPLACE AND TALENT MANAGEMENT
We have a workforce of 232 (As at 31 December 2018: 2451) full-time employees for the Operations as at 31 December
2019.
In line with our mission to inspire and nurture our people, we focus on employee retention and aim to provide a work
environment for employees that fosters fairness, equity and respect for social and cultural diversity, regardless of their
gender and age. Therefore, we are committed to the goals of effective talent management and equal opportunity in
employment.
Inclusive workplace
Our various cultures and inclusive values, where everyone is welcomed and treated equitably, not only augment but also
enhance our customer commitment and ensure continuous improvement. The different perceptions, qualifications and
experiences of our employees are of significance. It not only breeds successful collaboration amongst the employees,
but also serve to reinforce our concepts, ideas, results and vigorous solutions.
We value the diversity within our operations and have a comprehensive and all-encompassing working environment
that drives each of us to actively participate in and contribute effectively to our success. In addition, it is stipulated in
our employee handbook that decisions on recruitment, selection, promotion and transfer are made based on merits
regardless of age, race, gender, religion, nationality, marital status, family responsibilities and physical disability. We
will continue to adopt this approach towards our valued people.
On gender diversity, we make a conscientious effort to balance our male-to-female employee ratio by hiring individuals
based on the right competencies and skill sets. As at 31 December 2019, the percentage of female to total full-time
employees is 29% (As at 31 December 2018: 28%).
On age diversity, matured workers are valued for their experience, knowledge and skills. As at 31 December 2019,
9% (As at 31 December 2018: 9%) of our workforce is above 50 years old.
FY2019 FY2019
Male 30 – 50
71% 71%
1
Figure has been restated as a correction
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 25
SUSTAINABILITY
REPORT
Talent management
Effective employee training programme is vital to the long-term success of any business. We have a set of training
programmes that caters to various types and levels of our employees. One of the key objectives of such programmes is
to develop our human capital base so that our employees can better perform their jobs, better serve our customers and
also to raise productivity. We place a high priority on the competency development of our employees. Technical staff
are encouraged to attain technical certifications relevant to their work whilst Management staff are also encouraged to
attend Leadership Development courses and programmes. During the reporting period, the average training expenditure
per employee is $510 (FY2018: $5021) and our certified professionals as at 31 December 2019 accounted for around
31% of total workforce (As at 31 December 2018: 26%). The increase in the proportion of certified professionals is
mainly due to the attendance on a certification course by a group of employees to cater to shifting business needs
and focus.
We will continue to invest in training and development to enhance our competencies, that is, not limited to functional
skills but also in areas such as leadership capabilities, to build a smooth succession pipe-lining and also a high
performing and achieving team.
On an overall basis, we track this factor through the employee retention rate. As at 31 December 2019, approximately
44% (As at 31 December 2018: 39%1) of the employees and 36% (As at 31 December 2018: 40%1) of the managers
have more than 5 years of service with us. The breakdown of employees by the years of service is as follows:
FY2019 FY2019
3 – 5 years
14%
3 – 5 years
10%
1
Figure has been restated as a correction
26 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
SUSTAINABILITY
REPORT
9.3 OCCUPATIONAL HEALTH AND SAFETY
A work environment that improves the well-being of employees and allows them to work safely without fear of getting
injured builds loyalty amongst employees and support the sustainability of our business. Accordingly, we place emphasis
on creating a workplace that allows employees to perform and develop in a safe and conducive working environment.
Key measures adopted to manage health and safety in the workplace environment are as follows:
• Safety committees are in place and safety inspections are performed and reported regularly
Our operations in Singapore are OHSAS 18001, bizSAFE STAR and SafeContractor Accreditation certified and these
certifications recognise our continuous efforts to incorporate safety as part of our business model.
We recorded zero workplace accident during the reporting period (FY2018: 3 non-fatal workplace injury2).
2
A workplace injury is defined as one whereby an employee is injured in a work accident resulting in (i) hospitalisation of at least 24 hours and/or
(ii) an issuance of a medical certificate of more than 3 days (need not be consecutive)
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 27
SUSTAINABILITY
REPORT
Apart from spending an enjoyable time with the children
at the club, we also made a donation to fully support their
cause in providing compassionate services to chronically
ill children and their families.
Key statistics on electricity and water consumption in our Operations are as follows:
The slight reduction in electricity and water consumption rate between FY2019 and FY2018 is mainly due to our energy
and water conservation initiatives, such as:
• Switch on the chiller an hour later and turn off half-an hour earlier on working days
• Switch off the office lights in the common areas half-an hour earlier on working days and switch off office lights
during the lunch hour
• Put up signage at light switches to remind staff to switch off the lights when not in use
• Use and deploy water efficient tap filters to cut down on water usage
SUSTAINABILITY
REPORT
9.6 SUSTAINABLE BUSINESS PERFORMANCE
We believe in creating long-term economic value for 1.0
shareholders by striking a balance between rewarding $3.9 million Singapore
shareholders by way of consistent profits, dividend
cent
Net profit for the per share of
payments and maintaining a robust balance sheet with financial period dividend for
strong operating cash flows. FY2019
We have put in place a whistle blowing policy to provide a mechanism for employees to raise concerns through
accessible confidential disclosure channels about possible improprieties in matters of financial reporting, business
activities and operations and others. An employee handbook is also in place to provide guidance to employees about
the benefits and reflect the culture of the business. In FY2019, no fraud incidents 4 have been reported (FY2018: zero).
3
Please refer to pages 144-146 for the explanation on the restatement.
4
A fraud incident is defined as one that involves fraud or dishonesty amounting to not less than $100,000 and punishable by imprisonment for a
term of not less than 2 years which is being or has been committed against the company by officers or employees of the company.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 29
SUSTAINABILITY
REPORT
9.8 ROBUST CORPORATE GOVERNANCE FRAMEWORK
A high standard of corporate governance is integral in ensuring sustainability of our business as well as safeguarding
shareholders’ interest and maximising long-term shareholder value.
We have put in place a risk management framework (“ERM framework”) to track and manage the risks in which we
are exposed. We regularly assess and review our businesses and operational environment to identify and manage
emerging and strategic risks that may impact our sustainability. With a positive and proactive attitude, we believe risks
faced by the Group could be converted into opportunities and favourable results.
Our overall Singapore Governance and Transparency Index (“SGTI”) score assessed by National University of Singapore
Business School is 85 for FY2019 (FY2018: 70).
You may refer to Corporate Governance Report of this Annual Report for details for our corporate governance practices.
The 2030 Agenda for Sustainable Development, adopted by all United Nations Member States in 2015, provides
a shared blueprint for peace and prosperity for people and the planet, now and into the future. At its heart are the
17 Sustainable Development Goals (“SDGs”), which form an urgent call for action by all countries – developed and
developing – in a global partnership. We believe that everyone plays an important part in advancing sustainable
development and we have identified 5 SDGs which we can contribute to sustainability development through our business
practices, products and services. The SDGs that we focus on and the related sustainability factors are as follows:
Ensure healthy lives and promote well-being Section 9.3 Occupational health and safety
for all at all ages We create a safe working environment that will lower
injury or illness costs, reduce absenteeism and
turnover, increase productivity and raise employee
morale.
Ensure access to affordable, reliable, Section 9.5 Electricity and water conservation
sustainable and modern energy for all We strive to achieve environmental sustainably
through regularly track and analyse our energy
consumption. Corrective actions are taken when
unusual consumption patterns are observed.
Promote sustained, inclusive and sustainable Section 9.1 Total customer satisfaction
economic growth, full and productive We are determined to bring outstanding products
employment and decent work for all and services to our customers, starting from quality
management to being attentive and responsive to
customer feedback.
SUSTAINABILITY
REPORT
SDG Our effort
Reduce inequality within and among countries Section 9.2 Inclusive workplace and talent
management
We ensure equal opportunities for all employees
regardless of age, gender, race as well as
educational background.
Promote peaceful and inclusive societies for Section 9.7 Emphasis on code of ethics
sustainable development, provide access to We publicly state our commitments to work against
justice for all and build effective, accountable corruption in all forms.
and inclusive institutions at all levels
Section 9.8 Robust corporate governance
framework
We maintain a high standard of corporate governance
framework to safeguard our shareholders’ interest
and maximise long-term shareholder value.
SUSTAINABILITY
REPORT
GENERAL STANDARD DISCLOSURE SECTION REFERENCE PAGE
102-6 Markets served Geographical 6
Presence
102-7 Scale of the organization • Financial 13
Highlights
• Sustainability 24-25
Report >
Material Factors
> Inclusive
Workplace
and Talent
Development
• Sustainability 28
Report >
Material Factors
> Sustainable
Business
Performance
• Balance Sheets 76
• Consolidated 77
Statement of
Comprehensive
Income
102-8 Information on employees and other workers Sustainability 24-25
Report > Material
Factors > Inclusive
Workplace
and Talent
Development
102-9 Supply chain Sustainability 22-23
Report > Material
Factors > Total
Customer
Satisfaction
102-10 Significant changes to the organization and its supply chain There was –
no significant
changes to the
organization
and its supply
chain during the
reporting period
102-11 Precautionary Principle or approach None –
102-12 External initiatives Sustainability 29-30
Report >
Supporting the
UN Sustainable
Development
Goals
102-13 Membership of associations None –
32 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
SUSTAINABILITY
REPORT
GENERAL STANDARD DISCLOSURE SECTION REFERENCE PAGE
STRATEGY
102-14 Statement from senior decision-maker Sustainability 16
Report > Board
Statement
ETHICS AND INTEGRITY
102-16 Values, principles, standards, and norms of behaviour • Sustainability 17
Report > Vision,
Missions and
Core Values
• Sustainability 29
Report > Material
Factors > Robust
Corporate
Governance
Framework
• Corporate 37-65
Governance
Report
GOVERNANCE
102-18 Governance structure of the organization Corporate 37-65
Governance
Report
STAKEHOLDER ENGAGEMENT
102-40 List of stakeholder groups Sustainability 18
Report >
Stakeholder
Engagement
102-41 Collective bargaining agreements None of our –
employees
are covered
by collective
bargaining
agreements
102-42 Identifying and selecting stakeholders Sustainability 18
Report >
Stakeholder
Engagement
102-43 Approach to stakeholder engagement Sustainability 18
Report >
Stakeholder
Engagement
102-44 Key topics and concerns raised • Sustainability 18
Report >
Stakeholder
Engagement
• Sustainability 22-23
Report > Material
Factors > Total
Customer
Satisfaction
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 33
SUSTAINABILITY
REPORT
GENERAL STANDARD DISCLOSURE SECTION REFERENCE PAGE
REPORTING PRACTICE
102-45 Entities included in the consolidated financial statements Notes to the 105-107
Financial
Statements >
Investments in
Subsidiaries
102-46 Defining report content and topic Boundaries Sustainability 20
Report >
Sustainability
Reporting
Processes
102-47 List of material topics Sustainability 21-29
Report > Material
Factors
102-48 Restatements of information • Sustainability 18
Report >
Reporting Period
and Coverage
• Sustainability 24-25
Report >
Material Factors
> Inclusive
Workplace
and Talent
Development
• Sustainability 28
Report >
Material Factors
> Sustainable
Business
Performance
102-49 Changes in reporting None –
102-50 Reporting period Sustainability 18
Report >
Reporting Period
and Coverage
102-51 Date of most recent report Annual Report –
2018 >
Sustainability
Report
102-52 Reporting cycle Sustainability 18
Report >
Reporting Period
and Coverage
102-53 Contact point for questions regarding the report Sustainability 18
Report >
Feedback
34 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
SUSTAINABILITY
REPORT
GENERAL STANDARD DISCLOSURE SECTION REFERENCE PAGE
102-54 Claims of reporting in accordance with the GRI Standards • Sustainability 18
and GRI content index Report >
Reporting
Framework
• Sustainability 30-35
Report > GRI
Content Index
102-55 GRI content index Sustainability 30-35
Report > GRI
Content Index
102-56 External assurance We may –
seek external
assurance in the
future
MANAGEMENT APPROACH
103-1 Explanation of the material topic and its Boundary Sustainability 21-29
Report > Material
Factors
103-2 The management approach and its components • Sustainability 16
Report > Board
Statement
• Sustainability 19-21
Report > Policy,
Practice and
Performance
Reporting
• Sustainability 21-29
Report > Material
Factors
103-3 Evaluation of management approach Sustainability 21-29
Report > Material
Factors
CATEGORY: ECONOMIC
201-1 Direct economic value generated and distributed • Financial 13
Highlights
• Sustainability 28
Report >
Material Factors
> Sustainable
Business
Performance
• Balance Sheets 76
• Consolidated 77
Statement of
Comprehensive
Income
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 35
SUSTAINABILITY
REPORT
GENERAL STANDARD DISCLOSURE SECTION REFERENCE PAGE
205-3 Confirmed incidents of corruption and actions taken Sustainability 28
Report >
Material Factors
> Emphasis on
Code of Ethics
CATEGORY: ENVIRONMENTAL
302-3 Energy intensity Sustainability 27
Report >
Material Factors
> Electricity
and Water
Conservation
303-5 Water consumption Sustainability 27
Report >
Material Factors
> Electricity
and Water
Conservation
CATEGORY: SOCIAL
403-9 Work-related injuries Sustainability 26
Report >
Material Factors
> Occupational
Health and Safety
404-1 Average expenditure of training per year per employee Sustainability 24-25
Report >
Material Factors
> Inclusive
Workplace
and Talent
Development
405-1 Diversity of governance bodies and employees Sustainability 24-25
Report >
Material Factors
> Inclusive
Workplace
and Talent
Development
413-1 Operations with local community engagement, impact Sustainability 26-27
assessments, and development programmes Report > Material
Factors > Ongoing
Community
Development
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 37
CORPORATE GOVERNANCE
REPORT
Nera Telecommunications Ltd (the “Company”) is committed to high standards of corporate governance so as to ensure
greater transparency and protect the interests of its employees, customers and shareholders. The Board of Directors
(“Board”) and Management believe that good corporate governance is key to the integrity of the Group and essential
to the long-term sustainability of the Group’s businesses and performance.
To discharge its governance function, the Board and its committees have established policies and rules to govern their
activities. The Board and its committees are guided by their respective Terms of References.
The Board is pleased to report to its shareholders on the Company’s corporate governance practices for the financial
year ended 31 December 2019 (“FY2019”) with specific reference to each provision of the Code of Corporate
Governance 2018 (the “Code”) issued in August 2018. The Board confirms that the principles and provisions of the Code
have been adhered to except for Provisions 11.4 and 11.6 where the deviations and explanations have been provided.
BOARD MATTERS
The Board oversees the overall strategy and business direction of the Group and is collectively responsible for its
success. The Management also plays a pivotal role in providing Board members with complete, adequate and timely
information to assist the Board in the fulfilment of its responsibilities.
Provision 1.1
Board’s Role
The principal functions of the Board include, inter alia, providing entrepreneurial leadership, setting strategic objectives,
monitoring Management’s performance, establishing a framework for prudent and effective control for risk management,
safeguarding shareholders’ interests and the Company’s assets as well as setting values and standards (including
ethical standards) for the Company. The Board is also mindful of the Company’s social responsibilities.
The Board sets the directions for the Company where ethics and values are concerned. This helps to nurture an
environment where integrity and accountability are keys.
(a) Providing entrepreneurial leadership, setting key business and financial strategic objectives and strategies and
ensuring necessary financial and human resources are in place for the Company to meet those objectives;
(b) Approving the annual budget, major investments and divestments, and funding proposals;
(d) Establishing a framework for the oversight of prudent and effective internal controls, risk management, financial
reporting and compliance; and
(e) Assuming the responsibility for good corporate governance to protect the Company’s assets and enhancing
the long-term value of the Company for its shareholders.
38 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
CORPORATE GOVERNANCE
REPORT
Objective Decision Making
The Board exercises due diligence and independent judgment in dealing with the business affairs of the Group and
works with the Management to make objective decisions in the interest of the Group.
Any Director who has a conflict of interest which is likely to impact his or her independence or conflict with a subject
under discussion by the Board is required to immediately declare his or her interest to the Board, remove himself or
herself from the information flow and recuse from participating in any further discussion or voting on the subject matter.
Provision 1.2
Management and Professional Advisers keep the Directors up-to-date on pertinent developments in the business
including changes to laws and regulations, corporate governance, financial reporting standards and industry-related
matters. Such periodic updates are provided to Directors to facilitate the discharge of their duties.
The Directors also attend other appropriate courses, conferences and seminars conducted by various Regulatory
Authorities, Financial Institutions and Professional Consultants, including, Accounting and Corporate Regulatory
Authority (“ACRA”), Association of Chartered Certified Accountants (“ACCA”), Australian Institute of Company Directors
(“AICD”), A.T. Kearney, Certified Practicing Accountants (“CPA”) Australia, National Association of Corporate Directors
(“NACD”), Stewardship Asia Centre (“SAC”), Singapore Institute of Directors (“SID”), PricewaterhouseCoopers (“PwC”)
and Ernst & Young (“EY”). Funding is also provided in support of relevant training for Directors.
During FY2019, Ms Wong Su-Yen, Mr Tan Lye Huat, Dr Lee Kwok Cheong and Mr Beck Tong Hong attended the
courses, conferences and seminars listed below, with attendance hours totaling approximately 144 hours in aggregate.
CORPORATE GOVERNANCE
REPORT
Directors are also encouraged to read and actively engage in informal discussions on subjects which are relevant to
the Group’s business.
Orientation programmes will be organised during the year for new incoming Directors to ensure that they are familiar
with the Company’s key businesses and corporate governance practices. This also allows the new Director to
get acquainted with Senior Management, thereby facilitating board interaction and independent access to Senior
Management. Directors may also at any time request further explanations, briefings and informal discussions on any
aspect of the Company’s operations or business.
Provision 1.3
The Company has adopted internal guidelines governing matters that require the Board’s approval.
Matters which are specifically reserved to the Board for approval are:
(f) Matters involving a conflict of interest for a substantial shareholder or a director; and
The matters which are specifically decided and approved by the Board are clearly documented in the minutes of
meetings and kept with the Company.
40 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
CORPORATE GOVERNANCE
REPORT
Provision 1.4
The Board is supported by a number of committees to assist it in the discharge of its responsibilities and also enhance
the Company’s corporate governance framework. These committees include the Nominating Committee (“NC”), the
Remuneration Committee (“RC”) and the Audit and Risk Management Committee (“ARMC”). Each Board committee
has its own specific Terms of Reference setting out the scope of its duties and responsibilities, rules and regulations,
and procedures governing the manner in which it is to operate and how decisions are to be taken.
The Board and its committees meet regularly through scheduled meetings and as warranted by particular circumstances.
A schedule of meetings is provided in advance to each Director prior to the commencement of each financial year.
If Directors are unable to attend meetings in person, telephonic means of communication are allowed under the
Constitution of the Company. To enable members of the Board and its committees to prepare for the meetings,
agendas together with board papers and related materials are circulated within five working days before the meetings.
The Board normally meets at least four times a year with additional meetings convened as and when necessary.
All Directors are required to declare their Board Representations. The NC has set guidelines on the maximum number
of Board appointments in listed companies that Directors can hold to ensure that the Directors are able to commit their
time to effectively discharge their responsibilities. The NC recommends that Independent Directors serve concurrently
on no more than five listed company Boards, and that the Senior Management serve concurrently on no more than two
listed company Boards besides the Company. The NC considers that the multiple board representations held presently
by its Directors do not impede their respective performance in carrying out their duties to the Company.
The Directors had committed considerable time towards the many board meetings and board committee meetings
held in FY2019 and adjusted their schedules to ensure participation in board and board committee meetings for the
deliberation of issues. The NC finds the Directors have committed their time effectively to discharge their responsibilities.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 41
CORPORATE GOVERNANCE
REPORT
A record of the Directors’ attendance at the Board and Board Committee meetings as well as General Meetings for
the financial year ended 31 December 2019 is set out below:
* Attended as invitees
** Mr Basil Chan was appointed as Independent Director and Chairman of the Audit and Risk Management Committee on 18 March 2020.
Management places a high priority on providing timely and accurate information to the Board on an on-going basis, in
order for the Directors to discharge their duties efficiently and effectively. Board members receive quarterly management
reports pertaining to the operational and financial performance of the Company, including updates on the Company’s
financials, cash flow positions and forecasts, budget variance reports, order in-take, order backlog and sales pipelines.
The Board will also be updated on industry trends and developments.
Provision 1.7
The Board has at all times separate and independent access to the Management through electronic mail, telephone
and face-to-face meetings and are entitled at all times to request for any additional information needed to make
informed decisions. Similarly, key Management staff, the Company’s auditors or external consultants are invited to
attend Board and Board Committee meetings to update and provide independent professional advice on specific
issues, where necessary.
Directors have separate and independent access to the Company Secretary through electronic mail, telephone and
face-to-face meetings.
The role of the Company Secretary includes the responsibility for ensuring that Board procedures are followed and
applicable rules and regulations are complied with. Further, the Company Secretary assists in coordinating the flow of
information within the Board and Board Committees as well as between the Management and the Board. The Company
Secretary also assists the Chairman and the Board in implementing and strengthening corporate governance practices
and processes.
42 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
CORPORATE GOVERNANCE
REPORT
Appointment and Removal of Company Secretary
The appointment and removal of the Company Secretary is subject to the approval of the Board.
Where required, procedures are also in place for the Board and individual Board Committees to seek independent
professional advice, paid for by the Company.
Independent Element of the Board, Composition of Independent Directors and Non-Executive Directors on the Board
As at the date of this Report, the Board comprises seven Directors, one of whom is an Executive Director, two of whom
are non-Executive Directors and the remaining four Directors are independent, thus providing a strong independent
element on the Board, capable of open, constructive and robust debate on pertinent issues affecting the affairs and
business of the Company and the Group.
Independence of Directors
The NC, in its deliberation as to the independence of a Director, taking into account examples of relationships as set
out in the Code, and considers whether a Director has business relationships with the Group, and if so, whether such
relationships can interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent
judgment.
Out of seven Directors, four including the Chairman are independent. Mr Tan Lye Huat has notified the Company of
his intention to retire at the forthcoming Annual General Meeting (“AGM”) and upon Mr Tan Lye Huat’s retirement, the
Independent Directors will make up half of the Board.
The NC, having considered the assessment made by the Directors on the independent status of Ms Wong Su-Yen,
Dr Lee Kwok Cheong, Mr Tan Lye Huat and Mr Basil Chan and other relevant factors, has determined that each
has no relationship with the Company, its related corporations, its substantial shareholders or its officers and is also
independent of the executive functions of the Company. In the discharge of their duties, they had exercised their
independent business judgment to the best interests of the Company. In this respect, the NC affirmed that Ms Wong
Su-Yen, Dr Lee Kwok Cheong, Mr Tan Lye Huat and Mr Basil Chan remain as Independent Directors of the Company.
The Board also confirms that none of the Independent Directors has served on the Board beyond nine years from the
date of his first appointment. However, taking into account the need for Board refreshment, the Board may consider
developing a policy on this at an appropriate time.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 43
CORPORATE GOVERNANCE
REPORT
Provision 2.4
The NC conducts an annual review on the composition of the Board which comprises members from different
backgrounds and whose core competencies, qualifications, skills and experiences are extensive and other aspects such
as gender and age. Having reviewed and considered the composition and diversity of the Board and its committees,
the NC has determined that the current Board size and structure is adequate for the existing business operations of
the Company.
The Board is also well supported by accurate, complete and timely information, and has unrestricted access to
Management.
A summary of the composition of the Board and its Committees is set out below:
The NC, with the concurrence of the Board, is of the opinion that the current Board size of six Directors, excluding
Mr Tan Lye Huat who will retire at the forthcoming AGM, is appropriate and that the Board possesses the appropriate
diversity. The NC also takes into account gender and age diversity in relation to the composition of the Board, as well
as a mix of skills and core competencies of its members, to ensure a good balance and diversity of skills, knowledge
and experience. Amongst the Directors are IT, accounting, finance, corporate governance and human resource/talent
professionals who possess the relevant expertise and skill sets in their respective fields for effective decision making.
Mr Basil Chan is a Chartered Accountant and is a fellow member of the Institute of Chartered Accountants in England
and Wales (“ICAEW”), a fellow member of the Institute of Singapore Chartered Accountants (“ISCA”) and a Fellow of
the SID. Dr Lee Kwok Cheong, formerly the CEO of the Singapore Institute of Management, has more than 20 years’
experience in the IT industry, and has also served as the president of the Singapore Computer Society and as the
chairman of the National InfoComm Competency Council. Their combined core competencies and experience provide
management with a diverse and objective perspective to enable balanced and well-considered decisions to be made.
The Directors’ profiles are set out in pages 8 to 11 of this Annual Report.
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Competency of the Board
To assist the NC in its annual review of the Directors’ mix of skills, knowledge and experiences that the Board requires
for it to function competently and efficiently, the Directors complete a Board of Directors Competency Matrix form
providing information on their areas of specialisation and expertise. The NC reviews and subsequently presents the
results to the Board for further consultation, highlighting key areas for improvement.
Provision 2.5
During the year, the Non-Executive Directors and Independent Directors communicate among themselves without
the presence of Management as and when the need arises. The Chairman of the meeting then provided feedback to
the Board and/or Management, as appropriate. The Company also benefits from Management’s ready access to its
Directors for guidance and exchange of views both within and outside the formal environment of the Board and Board
committee meetings.
Provisions 3.1 & 3.2 Roles and Responsibilities of Chairman & CEO
The functions of the Chairman and the CEO are assumed by two separate individuals so as to ensure effective
supervision and maintenance of an appropriate balance of power and authority. There is a clear demarcation between
the roles of the Chairman and the CEO, which promotes increased accountability and a greater capacity of the Board
for independent decision making.
Ms Wong Su-Yen is both an Independent Director and Chairman of the Board. She is responsible for the overall
leadership of the Board and engages the Senior Management regularly on pertinent issues. She approves the agendas
for Board Meetings and promotes a culture of open and free discussion amongst the Directors. She also ensures that
the Board receives timely and accurate information from Management, and provides valuable insight, guidance and
advice on corporate governance systems and processes.
The CEO, Mr Beck Tong Hong, leads the Management and has full executive responsibility for the overall management
and performance of the Group’s business. He translates the Board’s decisions into executive action and is accountable
to the Board.
Provision 3.3
The Chairman and the CEO of the Company are separately held by two unrelated individuals, in light of the foregoing,
the Board has no intention to appoint a lead independent director.
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PRINCIPLE 4: BOARD MEMBERSHIP
The NC comprises three members, a majority of whom, including the Chairman, are Independent Directors. The
composition of the NC is as follows:
During the year, the NC has held one scheduled meeting, which all members attended.
(a) To identify candidates, review nominations for both appointment and reappointment of the Directors to the
Board for its approval. For the appointment of new candidates to the Board, the proposed appointee’s
background, experience and other board memberships will be taken into account. The NC also reviews the
Board’s succession plans for the Directors, CEO, and Senior Management;
(b) To review the Board structure, size, competencies including the composition of the Board generally and the
balance between executive and non-executive Directors appointed to the Board, and make recommendations
to the Board with regard to any adjustments that are deemed necessary;
(d) To decide whether a Director is able to and has been adequately carrying out his/her duties as a Director of
the Company, particularly when the Director has multiple Board representations;
(e) To assess the effectiveness of the Board and contribution of each director to the effectiveness of the Board;
and
(f) To review suitable training and professional development programme for the Board and its Directors.
NC Responsibilities
The key responsibilities of the NC include making recommendations to the Board on relevant matters such as the
process for evaluating the performance of the Board as a whole. It also ensures compliance with the provisions of the
Constitution of the Company which stipulates that at each AGM, one-third of the Directors, (or, if their number is not
three or a multiple of three, the number nearest to one-third), shall retire from office by rotation in accordance with the
Constitution, and may stand for re-election.
Each member of the NC abstains from voting on any resolution and making any recommendation and/or participating
in respect of matters in which he/she is interested.
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In accordance with the Constitution of the Company, new Directors must submit themselves for re-election at the next
AGM of the Company and one third of the Directors must retire by rotation at each AGM and they shall be available
for re-election.
Mr Tan Lye Huat has notified the Company of his intention to retire at the forthcoming AGM. Accordingly, Mr Tan Lye
Huat will cease to be a Director of the Company at the conclusion of the AGM and he shall ipso facto resign as a
member of the NC. Accordingly, Mr Basil Chan shall be appointed as a member of the NC upon conclusion of the AGM.
The NC has recommended the nomination of the following Directors retiring under Regulations 94 and 100 of the
Constitution of the Company, for re-election at the forthcoming AGM:
Upon re-election as Director, Ms Wong Su-Yen will remain as a Chairman of the Board and NC and member of the
RC; and Mr Basil Chan will remain as the Chairman of the ARMC.
As at the date of this report, there is no Independent Director being appointed as Director into the Group’s principal
subsidiaries. The Board will inform the revised Board structures of the principal subsidiaries and the appointment of
Independent Director into the principal subsidiaries as necessary.
Alternate Directors
Provision 4.4
Each Director completes a checklist to confirm his/her independence on an annual basis. The NC has reviewed the
independence of the Directors as mentioned under Provision 2.1 above and satisfied that none of the Independent
Directors and their immediate family members are related with its related corporations, its substantial shareholders or its
officers. The Board also recommends a maximum tenure for all Independent Directors of nine years as recommended
by the Code and SGX-ST Listing Rules.
The NC determines a suitable size and composition of the Board, and evaluates the balance of skills, knowledge and
experience of members of the Board required to add value and facilitate effective decision-making, after taking into
consideration the scope and nature of the operations of the Company. For the appointment of a new Director, a rigorous
search process is undertaken by the NC which evaluates the academic and professional qualifications, knowledge and
experience in relation to the business of the Group, independence status and other directorships of the candidate(s).
Subsequently, the NC makes a recommendation to the Board for approval of the new Director.
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New Directors are at present appointed by way of Board resolution or at the Board meeting based on the evaluation and
recommendation made by the NC. Before making a recommendation to the Board for approval, extensive searches are
conducted and the NC ensures that the potential candidate possesses the necessary skills, knowledge, qualifications,
working experience and other relevant factors that could facilitate the Board in making sound and well considered
decisions. The incoming Director will also be required to undertake an assessment of independence.
A formal letter is sent to newly-appointed Director upon his/her appointment stating his/her duties and obligations as
director.
Key information of each member of the Board including directorships and chairmanships in other listed companies,
other major appointments, academic/professional qualifications, membership/chairmanship in the Company’s Board
committees, date of first appointment and last re-election, etc. can all be found under the Directors’ Profile section
on pages 8 to 11.
Board Performance
The Company has implemented a formal process to assess the Board as a whole, its committees, the Chairman, and
each individual director in their ability to discharge their responsibilities in providing stewardship, corporate governance
and oversight of Management’s performance.
For the year under review, Directors participated in the evaluation by providing feedback to the NC in the form of
completing an overall Board Performance Evaluation, Board of Directors Committee Evaluation and Board of Directors
Individual Assessment. To ensure confidentiality and frank assessment, the evaluation returns completed by Directors
were submitted to the Company Secretary for collation and the consolidated responses were presented to the NC
for review and discussion. The NC has reported to the Board on its review of the Board’s performance for the year.
The Chairman will act on the results of the performance evaluation and propose, where appropriate, new members to
be appointed to the Board or seek the resignation of directors.
The Board Performance Evaluation form is circulated and completed by each member of the Board annually. This
involves scoring and an invitation for feedback on a number of key areas, including:
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(f) Performance of each Board Committee;
For FY2019, the NC duly observed the aforesaid process and criteria and was satisfied with the results of the review.
The performance of Individual Directors is also evaluated annually by the NC. A peer review process is carried out,
assessing each Director’s contribution to the Board on a number of key areas, including:
(a) understanding of the Company’s mission, strategic plans and long-term objectives;
Following the foregoing assessment the Board is of the view that the Board and its committees operate efficiently and
that each director is contributing to the overall effectiveness of the Board.
REMUNERATION MATTERS
Matters concerning remuneration of the Board, senior executives and employees who are related to the controlling
shareholders and/or Directors (if any) are handled by the RC whose primary functions include development of formal
and transparent policies on remuneration matters in the Company.
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PRINCIPLE 6: PROCEDURES FOR DEVELOPING REMUNERATION POLICIES
The RC comprises the following three Directors, all of whom are Non-Executive and the majority, including the Chairman,
are independent:
During the year, the RC held one scheduled meeting, which all members attended.
The RC is guided by its written Terms of Reference, which set out its authority and duties.
(a) To review and recommend to the Board a general framework for remuneration for the Directors, CEO and Senior
Management of the Company;
(b) To recommend the remuneration of the Non-Executive Directors to the Board for approval at the AGM;
(c) To determine specific remuneration packages for each Executive Director, CEO, Senior Management and
any relative of a Director and/or its substantial shareholders who is employed in a managerial position by the
Company;
(d) To review the Company’s obligations arising in the event of termination of the Executive Directors, CEO and
Senior Management’s service contracts and to ensure that these service contracts contain fair and reasonable
termination clauses which are not overly generous; and
(e) To review the remuneration packages of employees related to Executive Director, CEO and substantial or
controlling shareholders of the Group and to ensure that the remuneration of such employees are in line with
the Group’s staff remuneration guidelines and commensurate with their respective job scopes and levels of
responsibility.
Provision 6.4
The RC has access to the professional advice of external experts in the area of remuneration, where required.
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PRINCIPLE 7: LEVEL AND MIX OF REMUNERATION
Provision 7.1
The Company’s remuneration structure for its Executive Director and Key Management Personnel comprises both
fixed and variable components. The variable component is performance related and is linked to the Group/Company’s
performance as well as individual’s performance. Such performance-related remuneration is designed to align with the
interests of shareholders and other stakeholders and promote long term success of the Group.
For the purpose of assessing the performance of the Executive Director and Key Management Personnel, key
performance indicators (“KPIs”) are set out for each year.
In determining the remuneration of the Executive Director and Key Management personnel, the RC reviewed their
respective KPIs achievement and assessed their performance for the year.
The KPIs for individual performance take into consideration the broad categories of objectives, namely financial,
business and functional, regulatory and controls, and organisational and people development as well as alignment to
the Group’s risk policies. For FY2019, the RC has evaluated the extent to which the Executive Director and each of
Key Management Personnel have delivered on the corporate and individual objectives and based on the evaluation,
has approved the compensation for the Executive Director and Key Management Personnel which were endorsed by
the Board.
Contractual Provisions
The Company does not have any contractual provisions in the employment contracts for the Company to reclaim
incentive components of remuneration from Executive Director and Key Management Personnel in exceptional
circumstances of misstatement of financial results, or of misconduct resulting in financial loss to the Company and the
Group. The Executive Director owes a fiduciary duty to the Company. Hence, the Company should be able to avail
itself to remedy against the Executive Director in the event of such breach of fiduciary duties.
Provision 7.2
The Board concurred with the RC’s proposal for Non-Executive Directors’ fees for the financial year ended 31 December
2019. The RC and the Board are of the view that the remuneration of the Non-Executive Directors is appropriate and
not excessive taking into account factors such as effort and time spent, and the increasingly onerous responsibilities
of the Directors. The RC has also considered the scheme of Non-Executive Directors’ holding shares in the Company
but has decided not to implement.
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The framework for Non-Executive Directors’ fees on per annum basis (unless otherwise indicated) is as follows:
Chairman Member
$ $
Board of Directors 60,000 30,000
Audit and Risk Management Committee 18,000 12,000
Nominating Committee 12,000 6,000
Remuneration Committee 12,000 6,000
Provision 7.3
Remuneration Framework
To attract, retain and motivate Directors and employees, the RC establishes appropriate remuneration frameworks for
the Directors and Key Management Personnel of the Company. Such frameworks are reviewed periodically to ensure
that they remain relevant.
During the year, the RC considered and approved the CEO’s remuneration package which included salary, bonus and
benefits-in-kind. In addition, the RC reviewed the performance of the Key Management Personnel and considered the
CEO’s recommendation for bonus and remuneration for the Key Management Personnel.
To build a strong performance-based culture across the Company, a short-term incentive (“STI”) scheme has been
implemented to reward the achievement of corporate and individual results. It is also devised to attract and retain
talented senior executives critical to the success of the Company. The STI is paid out in two parts, one part paid in
the first year after financial year end and the other part paid in the second year after financial year end.
The long-term incentive scheme (“LTI”), approved at an extraordinary general meeting held on 29 April 2014, was put
in place to increase the Company’s flexibility and effectiveness in its continuing efforts to reward, retain and motivate
employees. No shares were issued in FY2019.
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PRINCIPLE 8: DISCLOSURE ON REMUNERATION
Remuneration Report
Details on the remuneration of Directors and Key Management Personnel for the year under review are presented in
the following table.
Remuneration of Directors
The table below shows the breakdowns (in dollar terms) of the remuneration and fees of the Directors for the year ended
31 December 2019. Shareholders’ approval will be sought at the AGM for such payment to be made to the Directors.
Note:
(1) Executive Director/CEO does not receive director’s fee. His salary and bonus disclosed above include employer’s CPF contributions for FY2019.
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Remuneration of Key Management Personnel
Top five highest paid key executives of the Company who received remuneration in the $250,000 and $500,000 band
and below $250,000 (in percentage terms) during the calendar year are set out below:
Remuneration Bands of
Name and Position of
$250,000 to $500,000 and
Key Management Personnel
Salary(1) Bonus(2) Total below $250,000
Ms Tan Geok Leng Jacqueline 72% 28% 100% $250,000 – $500,000
Senior Financial Controller
Notes:
(3) Mr Tan Kok Ann Alan joined the Company on 05 December 2019.
The Code recommends the disclosure of the aggregate remuneration paid to the top five key management personnel
(who are not Directors or the CEO).
Provision 8.2
There is no employee who is an immediate family member of a Director or the CEO, whose remuneration exceeded
$100,000 during the year.
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ACCOUNTABILITY AND AUDIT
Provision 9.1
The Board recognises the importance of maintaining sound systems of risk management and internal controls to
safeguard shareholders’ interests and the Group’s assets. The Audit Committee (“AC”) was re-designated as the
ARMC in February 2015 to reflect its additional risk management functions. The ARMC oversees and ensures that
such system have been appropriately implemented and monitored.
A summary of the Company’s risk management and internal controls system is appended below.
Risk Management
The Group adopts a comprehensive and systematic approach towards Enterprise Risk Management (“ERM”) to help
identify, measure, prioritise and respond to the risks challenging its objectives, initiatives, and day-to-day operating
activities.
As part of ERM, the Group has conducted on an annual basis a Risk Assessment exercise where a total of ten key risks
have been identified and evaluated. In addition, the Group evaluates its risk exposure by adopting a Four-by-Four Matrix
Model where risks are assigned risk exposure ratings based on the likelihood and consequences of each risk identified.
The Group recognises risk management as a collective effort beginning with the individual subsidiaries and business
units, followed by the operating segments and ultimately the Management and the Board, working as a team.
Internal Controls
An internal control system has been implemented to enhance the Group’s internal control function in areas such as
finance, operations, compliance and information technology. The internal control measures aim to ensure that the
Group’s assets are safeguarded, proper accounting records are maintained, and that financial information used within
the business and for publication is reliable.
Provision 9.2
ERM has become an essential part of the Group’s business planning and monitoring process, and has been
incorporated into its business cycle. The Group engages a professional firm PricewaterhouseCoopers Risk Services
Pte. Ltd. (“PwC”) to conduct internal audit reviews based on the plan approved by the ARMC.
During the year, the ARMC also reviewed reports submitted by the internal auditors relating to the effectiveness of the
Group’s internal controls, including the adequacy of the Group’s financial, operational, compliance and information
technology controls.
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Board’s Comment on Adequacy and Effectiveness of risk management and Internal Controls
The Board is satisfied that the Company worked closely with the internal and external auditors to implement the
recommended measures and procedures, and strived to achieve high standards in risk management and internal
controls.
Based on the framework of risk management and internal controls established and maintained in the Group, the work
performed by the internal auditors, statutory audit review undertaken by the external auditors, the Board with the
concurrence of the ARMC, is of the opinion that the risk management and internal control systems that the Group
has put in place to address the financial, operational, compliance and information technology risks are adequate as at
31 December 2019 to meet the needs of the Group’s current business environment though continuous improvements
are needed as the Group grows its business. The Board, has received written assurance from the CEO and the Senior
Financial Controller that:
(a) the financial records have been properly maintained and the financial statements for FY2019 give a true and
fair view of the Group’s operations and finances; and
(b) the Group’s risk management and internal control systems are adequate and effective.
The Board notes that the system of internal controls provides reasonable but not absolute assurance that the Group
will not be affected by any event that could be reasonably foreseen as it strives to achieve its business objectives. In
this regard, the Board also notes that no system can provide absolute assurance against the occurrence of material
errors, poor judgment in decision-making, human error, fraud or other irregularities.
Risk Committee
The responsibility of overseeing the Company’s risk management framework and policies is undertaken by the ARMC
with the assistance of the internal auditors. Having considered the Company’s business operations as well as its existing
internal control and risk management systems, the Board is of the view that a separate Risk Committee is not required
for the time being. In February 2015 the AC was renamed as ARMC.
Provision 10.1
The ARMC is guided by its Terms of Reference which stipulate that its principal functions include, inter alia, reviewing
the annual audit plans (internal and external), the system of internal controls and management of financial risks, the
effectiveness and adequacy of the internal audit function which is outsourced to a professional services firm, regulatory
compliance matters, the risk management framework, recommendation on the appointment/re-appointment/removal
of external auditors and their remuneration.
(a) Review the adequacy and effectiveness of financial, operational, compliance controls and risk management;
(b) To consider the appointment and re-appointment of the external auditors, audit fee and matters relating to the
removal of the auditors;
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(c) To review the audit plans and reports of the internal and external auditors and consider the effectiveness of
the actions taken by Management on the auditors’ recommendations, review and evaluate the Group’s internal
accounting controls system;
(d) To review the assurance from the CEO and Senior Financial Controller on the financial records and financial
statements;
(e) To review the quarterly and annual financial statements for recommendation to the Board for approval, focusing
in particular, on:
(f) To review any suspected fraud or irregularity, or suspected infringement of any law, rules or regulations, which
has or is likely to have a material impact on the Group’s operating results or financial position;
(h) To review the scope and results of the internal audit procedures; and
The ARMC has explicit authority to investigate any matter within its Terms of Reference. It has full access to, and has
had the full co-operation of the Management and staff. It also has full discretion to invite any Director or any member
of the Management to attend its meetings.
During FY2019, the ARMC reviewed and approved all disclosable interested person transactions in accordance with
the Shareholders’ Mandate for Interested Person Transactions. Directors who are interested in the transaction had
recused themselves from the deliberation and approval process in both the ARMC and Board deliberation. On a
quarterly basis, the ARMC also reviewed the financial results announcements of the Company before their submission
to the Board for approval.
The ARMC has explicit authority to investigate any matter including whistle-blowing within its Terms of Reference. All
whistle-blower complaints were reviewed by the ARMC to ensure independent and thorough investigation and adequate
follow-up action as well as arrangements for staff or third party to raise concerns and improprieties in confidence. The
Company has maintained a whistle-blowing register to record all the whistle-blowing incidents. The contents were
reviewed by the ARMC at its quarterly meetings and closed appropriately in due course.
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The ARMC has full access to, and has had the full co-operation of the Management and staff. It also has full discretion
to invite any Director or any member of the Management to attend its meetings.
Minutes of the ARMC meetings are routinely tabled at Board meetings for information.
The ARMC had reviewed the external auditor’s audit plan for FY2019 and agreed with the auditor’s proposed significant
areas of focus and assumptions that impact the financial statements. In ARMC’s review of the financial statements of the
Group for FY2019, it had discussed with Management the accounting principles that were applied and their judgment
of items that could affect the integrity of the financial statements and also considered the clarity of key disclosures
in the financial statements. The ARMC also reviewed and addressed, amongst other matters, the following key audit
matters (“KAM”) as reported by the external auditors for FY2019.
KAM HOW THE ARMC REVIEWED THESE MATTERS AND WHAT DECISIONS WERE MADE
The ARMC reviewed the policy and basis for revenue recognition with Management
and concur with their determination of the revenue. The ARMC also discussed with
Revenue recognition the auditors on their work and is satisfied with the appropriateness of the revenue
recognised in the consolidated financial statements of the Group for the financial
year ended 31 December 2019.
The ARMC reviewed the basis and adequacy of the provision for warranty and
the judgment and estimates applied in its determination. Following the work and
Provisions for warranty
findings of the auditors, the ARMC concurred with Management that the provision
for warranty is adequate for the financial year ended 31 December 2019.
The ARMC assessed the recoverability of specific long overdue trade receivables
Recoverability of trade and potential impairment of contract assets. It concurred with Management and
receivables and contract assets the auditors on the adequacy of the provision for trade receivables and impairment
of contract assets for the financial year ended 31 December 2019.
The Management reported to and discussed with the ARMC on changes to the accounting standards and accounting
issues which have a direct impact on the financial statements. Directors had also been invited to attend relevant
seminars on changes to accounting standards and issues by leading accounting firms.
In addition to the activities undertaken to fulfil its responsibilities, the ARMC is kept up to date by the Management,
external and internal auditors on changes to accounting standards, SGX-ST Listing Rules and other codes and
regulations which can have an impact on the Group’s business and financial statements.
The ARMC oversees the Group’s relationship with its external auditors. It reviews the selection of the external auditors
and recommends to the Board the appointment, re-appointment and removal of the external auditors, the remuneration
and terms of engagement of the external auditors. The annual re-appointment of the external auditors is subject to
shareholders’ approval at each AGM of the Company.
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The ARMC has reviewed the independence and objectivity of the external auditors through discussions with the external
auditors and an annual review of the nature, extent and charges of non-audit services provided by the external auditors
and the ARMC is of the view that the non-audit services (namely for tax compliance services) provided by the external
auditors in FY2019 did not prejudice their objectivity and independence.
In respect of the audit quality indicators, the ARMC had reviewed, in particular, the following areas: audit hours planned,
experience of the team, adequacy of training received by the team, results of internal and third party’s inspection of
their work, compliance with independence requirement, quality control, staff oversight, and staff attrition rate.
A breakdown of the fees paid to the Group’s external auditors (including its member firms) is disclosed in the table
below:
The ARMC had recommended and the Board had accepted proposing to the shareholders, the re-appointment of EY
as the independent auditors for the Group in the ensuing year. The Company has complied with Rules 712, 715 and
716 of the listing manual of the SGX-ST (“Listing Manual”) in relation to the Company’s appointment of its auditors.
Whistle-blowing Policy
To encourage proper work ethics and eradicate any internal improprieties, unethical acts, malpractices, fraudulent acts,
corruption and/or criminal activities in the Group, the Company has implemented a Whistle-blowing Policy. The policy
provides mechanism by which concerns about; which includes but not limited to; plausible improprieties in matters
of financial reporting, dishonest practice, suspected fraud, bribery and corruption, may be raised. A Whistle-blowing
Committee (“WBC”) had been established for this purpose.
The Company’s Whistle-blowing Policy allows not just employees but also external parties to raise concerns and offer
reassurance that they will be protected from reprisals or victimisation for whistle-blowing in good faith.
Assisted by the WBC, the ARMC addresses issues/concerns raised and arranges for investigation and/or follow-up of
appropriate action. The ARMC reports to the Board any issues/concerns received by it and the WBC, at the ensuing
Board meeting. Should the ARMC or WBC receive reports relating to serious offences, and/or criminal activities in the
Group, they and the Board have access to the appropriate external advice where necessary. Where appropriate or
required, a report shall be made to the relevant governmental authorities for further investigation/action.
Whistle-blowing Committee
• CEO
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The WBC is empowered to:
• look into all issues/concerns relating to the Group (except for those directed specifically to or affecting any
member of the WBC which are dealt with by the ARMC);
• make the necessary reports and recommendations to the ARMC or the Board for their review and further action,
if deemed required by them; and
• access the appropriate external advice where necessary and, where appropriate or required, report to the
relevant governmental authorities for further investigation/action.
The Group takes concerns with the integrity and honesty of its employees very seriously. The Whistle-blowing Policy
as well as whistle-blowing communication channel, has been disseminated to all staff via email and also posted on
the Company’s corporate website. A copy of the Whistle-blowing Policy is also made available at the Company’s
internal shared drive for staff reference. This is to encourage the staff to report any behaviour or action that anyone
reasonably believes might be suspicious, against any rules/regulations/accounting standards as well as internal policies.
Whistle-blowers can also email to members of the ARMC directly at auditcommittee@nera.net and in confidence and
his/her identity is protected from reprisals within the limits of the law.
The Company treats all information received confidentially and protects the identity and the interest of all whistle-blowers.
Anonymous reporting will also be attended to and anonymity honoured.
All newly recruited employees are briefed on the existence of the Whistle-blowing Policy during induction programme.
It has also been a standard item in the agenda of the quarterly meeting of the ARMC to review any entries in the register
of whistle-blowing, and progress of investigation, if it remains outstanding.
The Whistle-blowing Policy is reviewed by the ARMC once every two years to assess the effectiveness of the processes
in place and to ensure that the said policy is updated with any related changes in legal and regulatory requirements.
The last review was in February 2019.
Provision 10.2
ARMC Membership
The ARMC comprises the following three Directors, all of whom are Non-Executive and the majority, including the
Chairman, are independent:
Mr Tan Lye Huat was the ARMC Chairman during the financial year 2019; Mr Tan stepped down from the office of the
ARMC Chairman and in place, Mr Basil Chan was appointed with effect from 18 March 2020.
During the year, the ARMC held four scheduled meetings, which all members attended.
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Provision 10.3
The ARMC members bring with them invaluable professional expertise in the accounting and financial management
domains.
The Chairman of the ARMC, Mr Basil Chan, is a Chartered Accountant and is a fellow member of the ICAEW, a fellow
member of the ISCA and a Fellow of the SID. The other members of the ARMC have many years of experience in
business management and finance services. The Board is satisfied that the members of the ARMC have recent and
relevant accounting or related financial management expertise and experience to discharge the ARMC functions.
No former partner or director of the Company’s existing auditing firm or auditing corporation is a member of the ARMC.
Provision 10.4
Internal Auditors
The ARMC’s responsibilities over the Group’s internal controls and risk management are complemented by the work
of the internal auditors (“IA”).
The Company has outsourced its internal audit function to PwC. The Board has approved the recommendation of the
ARMC to engage PwC as IA of the Company. The ARMC assesses the adequacy of the IA function through the review
of PwC’s audit plan and the quality of its report. The IA has unrestricted access to all the Company’s documents,
records, properties and personnel, including access to the ARMC. The IA’s primary line of reporting is to the Chairman
of the ARMC.
The Company’s internal audit function is independent of the activities it audits. The IA, PwC, is staffed with professionals
with relevant qualifications and experience. Our engagement with PwC stipulates that its work shall comply with the
PwC’s Internal Audit Services Methodology which is aligned with the International Standards for the Professional
Practice of Internal Auditing (“IIA Standards”) issued by the Institute of Internal Auditors.
The internal audit was conducted based on a two-year internal audit plan starting September 2018 that was approved
by the ARMC. The two-year internal audit plan entails a review of the major functions or business units of the Group.
Having reviewed the audit plan of PwC, the ARMC is satisfied that the Company’s internal audit function is adequately
resourced to perform the work for the Group.
The ARMC reviews the adequacy of the internal audit function to ensure that internal audits are conducted effectively
and that Management provides the necessary co-operation to enable the IA to perform its function. The ARMC also
reviews the IA’s reports and remedial actions implemented by Management. The ARMC was satisfied that the internal
control functions were adequate and effective.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 61
CORPORATE GOVERNANCE
REPORT
Provision 10.5
During the year, the Company’s internal and external auditors were invited to attend the ARMC meetings and make
presentations as appropriate. They also met separately with the ARMC without the presence of Management.
Provision 11.1
The Company believes in providing sufficient and regular information to its shareholders. In this respect, the Board
adopts a comprehensive policy to provide clear, timely and fair disclosure of information about the Company’s business
developments and financial performance that may have a material impact on the price or value of its shares.
Shareholders are informed of general meetings through notices published in the newspaper and the Company’s
announcements via SGXNET and the reports/circulars sent to all shareholders. All resolutions tabled at General Meetings
are put to vote by poll voting.
Shareholders are also informed of the rules and voting procedures governing such meetings.
To facilitate shareholders’ effective participation at General Meetings, the Company holds its General Meetings at a
location which is considered convenient and accessible to shareholders. All shareholders of the Group receive annual
report, circulars and notices of all shareholders’ meetings. The notices are advertised in the newspapers and made
available on SGXNET.
The Group fully supports the Code’s principle to encourage shareholders’ participation in and vote at all the general
meetings. The Company’s Constitution allows the appointment of not more than two proxies by shareholders to attend
the General Meetings and vote on his/their behalf. Shareholders who hold shares through nominees are allowed, upon
prior request through their nominees, to attend the General Meetings as proxies without being constrained by the
two-proxy requirement.
Provision 11.2
At the shareholders’ meeting, the Board ensures that separate resolutions are proposed for approval on each distinct
issue at General Meetings. Shareholders can vote either in person or through proxies.
62 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
CORPORATE GOVERNANCE
REPORT
Proxies for Nominee Companies
The Constitution of the Company allows all shareholders (who are not relevant intermediaries as set out in the
Companies Act) to appoint up to two proxies to attend General Meetings and vote on their behalf. The Companies Act
allows relevant intermediaries such as the Central Provident Fund (“CPF”) agent bank nominees to appoint multiple
proxies, and empower CPF investors to attend and vote at General Meetings of the Company as their CPF agent
banks’ proxies.
Provision 11.3
The Chairman of the Board and its committees attend all General Meetings to address issues raised by shareholders.
The Company’s external auditors are also present to address any relevant queries from shareholders on the conduct
of the audit and the preparation and contents of the auditors’ report. Appropriate key management executives are also
present at the General Meetings to respond to, if necessary, operational questions from shareholders.
The Directors’ attendance at the General Meetings can be found on page 41 of this Annual Report.
Provision 11.4
The Company, however, has not implemented measure to allow shareholders who are unable to vote in person at
the Company’s AGM the option to vote in absentia, such as via mail, electronic mail or facsimile transactions as the
authentication of shareholder indemnity information and other related security issues still remain a concern.
Provision 11.5
The minutes of General Meetings, are available to shareholders at the registered office of the Company at 109 Defu
Lane 10, Singapore 539225 during normal business hours upon written request. The minutes of General Meetings will
be published on the Company’s corporate website at http://nera.net/agm-egm-minutes.html.
Provision 11.6
Dividend Policy
As at the date of this Report, the Company does not have a formal dividend policy in place as the Board intends
to conserve cash for its operations. The form, frequency and amount of dividends declared each year will take into
consideration the Group’s profit growth, cash position, positive cash flow generated from operations, projected capital
requirements for business growth and other factors as the Board may deem appropriate. Any payouts are clearly
communicated to shareholders in public announcements and via announcements on SGXNET when the Company
discloses its financial results. The Company has proposed a Final Dividend (tax exempt one-tier) of 0.5 Singapore
cents per ordinary share for the financial year ended 31 December 2019, payment of which is subject to shareholders’
approval at the forthcoming AGM.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 63
CORPORATE GOVERNANCE
REPORT
PRINCIPLE 12: ENGAGEMENT WITH SHAREHOLDERS
In line with the continuous disclosure obligations under the listing rules of the SGX-ST and the Singapore Companies
Act, Chapter 50, the Board informs shareholders promptly of all major developments that may have material impact
on the Group.
The Board embraces openness and transparency in the conduct of the Company’s affairs, whilst safeguarding its
commercial interests. Material information on the Group is being released to the public through the Company’s
announcements via the SGXNET.
The Company communicates with its shareholders and the investment community through the timely release of
announcements to the SGX-ST via SGXNET. Financial results of the Group are released within 45 days from the end of
each quarter and within 60 days from the financial year end. In addition, Annual Reports are distributed to shareholders
at least 14 days before each AGM.
Price sensitive information is first publicly released, either before the Company meets with any group of investors or
analysts or simultaneously with such meetings. The Company provides regular briefings to analysts on its quarterly
and full year results.
To promote a better understanding of shareholders’ views, the Board actively encourages shareholders to participate
during the Company’s General Meetings. These meetings provide excellent opportunities for the Company to obtain
shareholders’ views on value creation.
All resolutions at AGMs are put to vote by poll to allow greater transparency and more equitable participation by
shareholders. An independent scrutineer, Corporate Republic Advisory Pte. Ltd. appointed by the Company to ensure
the satisfactory procedure of the electronic polling process and to direct and supervise the counting of votes during
the last AGM held in 2019.
General Meetings have been and are still the principal forum for dialogue with shareholders. The Company also
communicates with its shareholders, both institutional and retail, on a regular basis. Annual Reports and Notices of
the General Meetings are forwarded to all shareholders of the Company. Notices of the General Meetings are also
advertised in the newspaper. All Directors, including chairpersons of the ARMC, NC and RC are encouraged to be
present at the General Meetings. At the General Meetings, shareholders are given the opportunity to engage the
Board and Management on the Group’s business activities, financial performance and other business-related matters.
To further enhance its communication with investors, the Company maintains a corporate website which includes a
dedicated Investor Relations section (http://www.nera.net/).
The Company’s website also contains the latest and past annual reports, quarterly results and results’ presentation
slides as presented to analysts. The Company’s Investor Relations contact is also reflected on the website, to enable
shareholders to contact the Company, if required.
64 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
CORPORATE GOVERNANCE
REPORT
MANAGING STAKEHOLDERS RELATIONSHIPS
The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders,
as part of its overall responsibility to secure the long term future of the Company. The Company’s efforts on sustainability
are focused on creating sustainable value for our key stakeholders, which include communities, customers, staffs,
regulators, shareholders and vendors. During FY2019, the Company’s strategy and key areas of focus in relation to
the management of stakeholder relationships can be found under Sustainability Report on page 18.
Provision 13.3
The Company’s Investor Relations contact is reflected on the website, to enable stakeholders to contact the Company,
if required.
The Company has in place internal codes of conduct and practices for its Board members and employees on securities
transactions while in possession of price-sensitive information and their conduct of business activities.
The Company has adopted a policy on securities dealing by Directors and officers of the Company and its subsidiaries
(comprising Directors and Key Personnel) in the form of a Code of Best Practices on Security Dealings (the “Code”) to
govern and regulate transactions relating to securities in the Company. The Code is based on the best practices on
dealings in securities issued by SGX-ST and has been circulated to all relevant parties.
The Company issues circulars informing them that they, while in possession of price-sensitive information, must not
trade in the listed securities of the Company one month before the announcement of the Company’s full year results
or two weeks before quarterly results and ending on the date of the announcement of such results. They are also
informed not to deal in the Company’s securities on short-term considerations.
The Directors are required to notify the Company of any dealings in the Company’s securities (during the open window
period) within two business days of the transactions. The Board is satisfied with the Group’s commitment in compliance
with the Code.
The Directors and Senior Management are aware, and a new director or senior management staff will be briefed, that
the Company should comply with the best practice pursuant to Rule 1207(19)(c) of the Listing Manual in not dealing
in its securities during the restricted trading periods. The Company has complied with Rule 1207(19)(c) of the Listing
Manual.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 65
CORPORATE GOVERNANCE
REPORT
Material Contracts
Pursuant to Rule 1207(8) of the Listing Manual, no material contract had been entered to by the Company or its
subsidiaries involving the interests of the CEO, each Director or Controlling Shareholder.
The Company has established procedures to ensure that all transactions with interested persons are reported to the
ARMC and the transactions are carried out at arm’s length and under normal commercial terms. There are no interested
person transactions for the financial year ended 31 December 2019.
The Group recognises the importance of integrity, professionalism on the conduct of its business activities. Employees
are expected to embrace, practice and adopt these values while performing their duties and always to act in the best
interest of the Group and avoid situations that may create conflicts of interest.
66 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
DIRECTORS’
STATEMENT
The directors are pleased to present their statement to the members together with the audited consolidated financial
statements of Nera Telecommunications Ltd (the “Company”) and its subsidiaries (collectively, the “Group”) and the
balance sheets and statements of changes in equity of the Company for the financial year ended 31 December 2019.
(a) the consolidated financial statements of the Group and the balance sheets and statements of changes
in equity of the Company are drawn up so as to give a true and fair view of the financial position of the
Group and of the Company as at 31 December 2019 and the financial performance, changes in equity
and cash flows of the Group and changes in equity of the Company for the year ended on that date; 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.
2. DIRECTORS
The directors of the Company in office at the date of this statement are:
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement
whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by
means of the acquisition of shares or debentures of the Company or any other body corporate.
The following directors, who held office at the end of the financial year, had, according to the register of directors’
shareholdings required to be kept under section 164 of the Singapore Companies Act, Cap. 50, an interest in
shares and share options of the Company and related corporations as stated below:
DIRECTORS’
STATEMENT
4. DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (CONTINUED)
There was no change in any of the above-mentioned interests in the Company between the end of the financial
year and on 21 January 2020.
Except as disclosed in this report, no director who held office at the end of the financial year had interests in
shares, share options, warrants or debentures of the Company, or of related corporations, either at the beginning
of the financial year or date of appointment if later, or at the end of the financial year or on 21 January 2020.
DIRECTORS’
STATEMENT
5. SHARE PLAN
At an Extraordinary General Meeting held on 29 April 2014, shareholders approved the Nera Telecommunications
Performance Share Plan 2014 (“NeraTel PSP 2014”) for the granting of fully-paid ordinary shares of the Company
or their equivalent cash value or combinations thereof, upon the satisfaction of certain prescribed performance
condition(s), to eligible directors and other employees.
The NeraTel PSP 2014 is administered by the Remuneration Committee (the “Committee”) comprising three
directors, Wong Su-Yen, Lee Kwok Cheong and Tan Choon Hong.
Since the commencement of the NeraTel PSP 2014 till the end of the financial year:
• No shares have been granted to the controlling shareholders of the Company and their associates
• No participant has received 5% or more of the total shares available under the plan
• No shares have been granted to directors and employees of the holding company and its subsidiaries
• No shares that entitle the holder to participate, by virtue of the plan, in any share issue of any other
corporation have been granted
There were no shares granted under the NeraTel PSP 2014 during the financial year.
The Audit and Risk Management Committee (“ARMC”) carried out its functions in accordance with section 201B
(5) of the Singapore Companies Act, Chapter 50, including the following:
• Reviewed the audit plans of the internal and external auditors of the Group and the Company, and
reviewed the internal auditor’s evaluation of the adequacy of the Company’s system of internal accounting
controls and the assistance given by the Group and the Company’s management to the external and
internal auditors
• Reviewed the quarterly and annual financial statements and the auditor’s report on the annual financial
statements of the Group and the Company before their submission to the board of directors
• Reviewed effectiveness of the Group and the Company’s material internal controls, including financial,
operational, compliance and information technology controls and risk management via reviews carried
out by the internal auditor
• Met with the external and internal auditors, and management in separate executive sessions to discuss
any matters that these groups believe should be discussed privately with the ARMC
• Reviewed legal and regulatory matters that may have a material impact on the financial statements,
related compliance policies and programmes and any reports received from regulators
• Reviewed the cost effectiveness, independence and objectivity of the external auditor
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 69
DIRECTORS’
STATEMENT
6. AUDIT AND RISK MANAGEMENT COMMITTEE (CONTINUED)
• Reviewed the nature and extent of non-audit services provided by the external auditor
• Recommended to the board of directors the external auditor to be nominated, approved the compensation
of the external auditor, and reviewed the scope and results of the audit
• Reported actions and minutes of the ARMC to the board of directors with such recommendations as the
ARMC considered appropriate
• Reviewed interested person transactions in accordance with the requirements of the Singapore Exchange
Securities Trading Limited (SGX-ST)’s Listing Manual
The ARMC, having reviewed all non-audit services provided by the external auditor to the Group, is satisfied that
the nature and extent of such services would not affect the independence of the external auditor. The ARMC
has also conducted a review of interested person transactions.
The ARMC convened four meetings during the year with full attendance from all members. The ARMC has also
met with internal and external auditors, without the presence of the Company’s management, at least once a
year.
Further details regarding the ARMC are disclosed in the Corporate Governance Report.
7. AUDITORS
Ernst & Young LLP have expressed their willingness to accept re-appointment as auditors.
Wong Su-Yen
Director
Singapore
26 March 2020
70 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
INDEPENDENT
AUDITOR’S REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
OPINION
We have audited the financial statements of Nera Telecommunications Ltd (the “Company”) and its subsidiaries
(collectively, the “Group”), which comprise the balance sheets of the Group and the Company as at 31 December 2019,
the statements of changes in equity of the Group and the Company and the consolidated statement of comprehensive
income and consolidated cash flow statement of the Group for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements of the Group, the balance sheets and the statements
of changes in equity of the Company are properly drawn up in accordance with the provisions of the Companies Act,
Chapter 50 (the Act) and Singapore Financial Reporting Standards (International) SFRS(I) so as to give a true and fair
view of the consolidated financial position of the Group and the financial position of the Company as at 31 December
2019 and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of
the Group and changes in equity of the Company for the year ended on that date.
We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (ACRA)
Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with
the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report, including in relation to these matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement of the financial statements.
The results of our audit procedures, including the procedures performed to address the matters below, provide the
basis for our audit opinion on the accompanying financial statements.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 71
INDEPENDENT
AUDITOR’S REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Revenue recognition
The Group recognises revenue from contracts by reference to the stage of completion of the respective contract activity
(i.e., performance obligations) of its projects at the end of each reporting period. The stage of completion is measured
by reference to the cost incurred to date relative to the total estimated cost to satisfy the performance obligation. These
assessments contain significant management estimates and judgment such as the measurement of costs incurred
for each performance obligation, total budgeted contract cost and remaining cost to completion. The subjectivity and
complexity involved in these assessments can significantly impact the results of the Group and accordingly we have
determined this to be a key audit matter.
• evaluated the design and tested the effectiveness of selected internal controls with respect to project
management, the project cost estimation and budgeting process, and accounting for revenue from contracts.
• evaluated the Group’s procedures and processes for recognizing revenue from contracts with customers and
assessed the basis for the identification of performance obligations and whether they are satisfied over time or
at a point in time. These include examining project documents and reviewing, on a sample basis, contractual
terms and conditions and discussion with management on the performance obligations identified.
• assessed contract revenues recognised and project costs incurred, on a sample basis, by comparing against
the relevant contracts and supporting documents such as sales invoices, customer acceptance and supplier
invoices.
• evaluated the key inputs used by management in their estimation of the total cost to complete, on a sample
basis, by comparing to supporting documentation such as supplier quotations.
• assessed the arithmetic accuracy of the revenue and profit recognised based on the stage of completion
calculations made for individually significant projects.
• obtained an understanding of the progress of significant outstanding projects by discussing with management,
finance and project heads for any known disputes, variation order claims, technical issues or other significant
developments and events that could impact the estimated costs to complete the projects.
• assessed whether the estimates showed any evidence of management bias based on our assessment of the
historical accuracy of management’s estimates in previous periods, identification and analysis of changes in
assumptions from prior periods, and an assessment of the consistency of assumptions across projects.
• evaluated the presentation and disclosure of significant accounting policies for revenue from contracts with
customers, judgment and methods used in estimating revenue, contract assets, contract liabilities, capitalised
contract costs, and transaction price allocated to remaining performance obligation.
72 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
INDEPENDENT
AUDITOR’S REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
As of 31 December 2019, the provisions for warranty amounted to $1,222,000 (2018: $1,996,000). A provision is
recognised for expected warranty claims on goods and services sold in the past 12 months based on past experience
of the level of repairs and returns. Assumptions used to calculate the provision for warranty was based on current
sales level and current information available about the utilisation trend. Depending on the complexity of the network
and integration process involved, management has to exercise significant judgment in determining the amount of
warranty provision.
• assessed the key assumptions applied by the management in determining the present obligations under the
contracts, amongst others, by analysing the underlying contracts in place, reviewing reasonableness of provision
by checking to historical utilisation trends, and through inquiry of operations personnel.
• assessed the consistency of management’s bases and assumptions for determining the provision for warranty
applied throughout the Group.
• evaluated the presentation and adequacy of Note 14 Provision for warranty on the provisions.
Trade receivables and contract asset balances were significant to the Group as they represent 65% of the total assets
of the consolidated balance sheet. Trade receivables and contract assets amounted to $63,528,000 and $40,121,000
respectively as at 31 December 2019, against which an allowance for expected credit loss (“ECL”) and impairment
of $2,293,000 and $2,094,000 were made respectively. As at 31 December 2019, 38% of the trade receivables are
aged more than 90 days.
The collectability of trade receivables is a key element of the Group’s working capital management, which is managed on
an ongoing basis by local management under the oversight of Group management. The terms of the Group’s contracts
with customers are complex and could lead to disputes with customers, resulting in long overdue trade receivables.
The Group determines ECL and impairment of trade receivables and contract assets by making debtor-specific
assessment of expected impairment loss for long overdue trade receivables and using a provision matrix for remaining
trade receivables that is based on its historical credit loss experience, adjusted for current and forward-looking
information specific to the debtors and economic environment. These assessments involved significant management
judgment and accordingly, we determined that this is a key audit matter.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 73
INDEPENDENT
AUDITOR’S REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
• assessed the Group’s processes and controls relating to the monitoring of trade receivables and contract assets
and considered aging of trade receivables to identify collection risks.
• evaluated management’s assumptions and inputs used in the computation of historical credit loss rates and
reviewed data and information that management has used to make forward-looking adjustments.
• requested for confirmations and checked for evidence of receipts subsequent to the year end from selected
customers.
• assessed management’s assumptions used to determine expected impairment loss for long overdue trade
receivables, notably through analyses of ageing of receivables and consideration of their specific profiles and
risks.
• assessed the adequacy of the disclosures on the trade receivables, contract assets, expected credit losses
and the related risks such as credit risk and liquidity risk in Note 9 Trade receivables and Note 34 Financial risk
management objectives and policies.
OTHER INFORMATION
Management is responsible for other information. The other information comprises the information included in the
annual report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
74 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
INDEPENDENT
AUDITOR’S REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with
the provisions of the Act and SFRS(I), and for devising and maintaining a system of internal accounting controls sufficient
to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and
transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair
financial statements and to maintain accountability of assets.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to
do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SSAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 75
INDEPENDENT
AUDITOR’S REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the
direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary
corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the
provisions of the Act.
The engagement partner on the audit resulting in this independent auditor’s report is Yeow Hui Cheng.
BALANCE
SHEETS
AS AT 31 DECEMBER 2019
Group Company
Note 2019 2018 2019 2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
(Restated) (Restated)
Non-current assets
Property, plant and equipment 4 4,294 2,147 364 403 457
Right-of-use assets 16 4,696 – 3,120 – –
Intangible assets 5 795 774 709 774 838
Investments in subsidiaries 6 – – 3,971 5,099 4,668
Long term trade and other receivables 10,17 473 1,727 415 1,687 762
Deferred tax assets 25 1,494 1,465 567 726 1,024
Derivative financial asset 40 – – – – 1,952
11,752 6,113 9,146 8,689 9,701
Current assets
Stocks 7 9,728 17,802 3,375 11,186 10,005
Contract assets 8 40,121 35,684 12,671 15,065 16,225
Trade receivables 9 63,528 59,974 21,536 17,832 14,613
Other receivables, deposits and
prepayments 10 20,384 17,368 15,469 11,721 8,141
Amounts due from subsidiaries
– trade 11 – – 17,821 15,436 16,522
– non-trade 11 – – 8,901 5,677 8,523
Fixed deposits 28 2,259 3,528 – 2,467 –
Cash and bank balances 28 10,745 18,028 3,112 6,531 7,103
146,765 152,384 82,885 85,915 81,132
Current liabilities
Trade payables 12 38,592 32,146 13,398 11,704 10,249
Other payables and accruals 13 7,726 12,009 4,053 5,257 7,244
Contract liabilities 8 24,896 37,691 15,935 24,287 19,030
Amounts due to subsidiaries
– trade 11 – – 163 1,692 7
– non-trade 11 – – – 581 –
Short-term borrowings 15 16,500 5,500 16,500 5,500 11,300
Lease liabilities 16 652 – 160 – –
Provision for taxation 694 2,178 – 1,251 1,618
Provision for warranty 14 1,222 1,996 867 1,058 1,550
90,282 91,520 51,076 51,330 50,998
Net current assets 56,483 60,864 31,809 34,585 30,134
Non-current liabilities
Lease liabilities 16 4,001 – 3,013 – –
Defined benefit obligation 38 470 310 – – –
4,471 310 3,013 – –
Net assets 63,764 66,667 37,942 43,274 39,835
Equity attributable to equity holders of
the Company
Share capital 18 29,909 29,909 29,909 29,909 29,909
Revenue reserve 36,978 40,271 8,033 13,365 9,926
Translation reserve 19 (3,528) (3,932) – – –
Other reserve 405 419 – – –
63,764 66,667 37,942 43,274 39,835
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 77
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Earnings per share attributable to owners of the Company (cents per share)
Basic 26 (a) 1.09 1.74
Diluted 26 (a) 1.09 1.74
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
78 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
STATEMENTS OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 79
STATEMENTS OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
80 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 81
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
1. CORPORATE INFORMATION
The Company is a limited liability company incorporated and domiciled in Singapore and is listed on the
Singapore Exchange Securities Trading Limited (SGX-ST). The ultimate holding company is PGA Partners Ltd,
acting solely in its capacity as general partner of Canopus Asia Systems, L.P.. The immediate holding company
is Asia Systems Ltd, a wholly-owned subsidiary of Canopus Asia Systems, L.P.. Asia Systems Ltd, PGA Partners
Ltd and Canopus Asia Systems, L.P. are domiciled in Cayman Islands.
The registered office and principal place of business of the Company is 109 Defu Lane 10, Singapore 539225.
The principal activities of the Company are to engage in the sale, distribution, design, engineering, servicing,
installation and maintenance of telecommunication systems and products in transmission networks and satellite
communications and information technology networks. The principal activities of the subsidiaries are shown in
Note 6 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
The consolidated financial statements of the Group and the balance sheet and statement of changes in equity
of the Company have been prepared in accordance with Singapore Financial Reporting Standards (International)
(SFRS(I)).
The financial statements have been prepared on the historical cost basis except as disclosed in the accounting
policies below.
The financial statements are presented in Singapore dollars (SGD or $) and all values in the tables are rounded
to the nearest thousand ($’000), except when otherwise indicated.
The accounting policies adopted are consistent with those of the previous financial year except that in the current
financial year, the Group has adopted all the new and revised standards which are effective for annual financial
periods beginning on or after 1 January 2019. Except for the impact arising from the adoption of SFRS(I) 16
described below, the adoption of these standards did not have any material effect on the financial performance
or position of the Group and the Company.
SFRS(I) 16 Leases
SFRS(I) 16 supersedes SFRS(I) 1-17 Leases, SFRS(I) INT 4 Determining whether an Arrangement contains a
Lease, SFRS(I) INT 1-15 Operating Leases – Incentives, and SFRS(I) INT 1-27 Evaluating the Substance of
Transactions Involving the Legal Form of a Lease. The standard sets out the principles for the recognition,
measurement, presentation and disclosure of leases and requires lessees to recognise most leases on the
balance sheet.
Lessor accounting under SFRS(I) 16 is substantially unchanged from SFRS(I) 1-17. Lessors will continue to
classify leases as either operating or finance leases using similar principles as in SFRS(I) 1-17.
82 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Upon adoption of SFRS(I) 16, the Group applied a single recognition and measurement approach for all leases
except for short-term leases and leases of low-value assets. The accounting policy beginning on and after
1 January 2019 is disclosed in Note 2.16. The standard provides specific transition requirements and practical
expedients, which have been applied by the Group.
The Group recognised right-of-use-assets and lease liabilities for those leases previously classified as operating
leases, except for short-term leases and leases of low-value assets. The right-of-use assets for most leases
were recognised based on the carrying amount as if the standard had always been applied, apart from the
use of incremental borrowing rate at the date of initial application. In some leases, the right-of-use assets were
recognised based on the amount equal to lease liabilities, adjusted for any related prepaid and accrued lease
payments previously recognised. Lease liabilities were recognised based on the present value of the remaining
lease payments, discounted using the incremental borrowing rate at the date of initial application.
The Group also applied the available practical expedients wherein it:
• Relied on its assessment of whether leases are onerous immediately before the date of initial application;
• Applied the short-term leases exemptions to leases with lease term that ends within 12 months of the
date of initial application;
• Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial
application; and
• Used hindsight in determining the lease term where the contract contained options to extend or terminate
the lease.
• ‘Right-of-use assets’ of $5,671,000 were recognised and presented separately in the balance sheet.
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The lease liabilities as at 1 January 2019 can be reconciled to the operating lease commitments as at
31 December 2018 as follows:
Group $’000
Operating lease commitments as at 31 December 2018 7,694
Less: Commitments related to short-term leases (252)
Less: Commitments related to leases of low-value assets (83)
7,359
Weighted average incremental borrowing rate 4.5%
Discounted operating lease commitments as at 1 January 2019 4,959
Add: Lease payments relating to renewal periods not included in operating lease
commitments as at 31 December 2018 267
Lease liabilities as at 1 January 2019 5,226
The Group has not adopted the following standards applicable to the Group that have been issued but not yet
effective:
The directors expect that the adoption of the above standards will have no material impact on the financial
statements in the year of initial application.
84 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries
as at the end of the reporting period. The financial statements of the subsidiaries used in the preparation of
the consolidated financial statements are prepared for the same reporting date as the Company. Consistent
accounting policies are applied to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group
transactions and dividends are eliminated in full.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control,
and continue to be consolidated until the date that such control ceases.
Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
– de-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at
the date when control is lost;
– re-classifies the Group’s share of components previously recognised in other comprehensive income to
profit or loss or retained earnings, as appropriate.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 85
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The financial statements are presented in Singapore Dollars, which is also the Company’s functional currency.
Each entity in the Group determines its own functional currency and items included in the financial statements
of each entity are measured using that functional currency.
Transactions in foreign currencies are measured in the respective functional currencies of the Company
and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates
approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign
currencies are translated at the rate of exchange ruling at the balance sheet date. Non-monetary items
that are measured in terms of historical cost in a foreign currency are translated using the exchange rates
as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value was measured.
Exchange differences arising on the settlement of monetary items or on translating monetary items at
the balance sheet date are recognised in the profit or loss except for exchange differences arising on
monetary items that form part of the Group’s net investment in foreign subsidiaries, which are recognised
initially in other comprehensive income and accumulated under foreign currency translation reserve in
equity. The foreign currency translation reserve is reclassified from equity to profit or loss of the Group
on divestiture of the subsidiary.
For consolidation purpose, the assets and liabilities of foreign operations are translated into SGD at the
rate of exchange ruling at the balance sheet date and their profit or loss are translated at the weighted
average exchange rates for the year. The exchange differences arising on the translation are taken directly
to other comprehensive income. On divestiture of a foreign subsidiary, the deferred cumulative amount
recognised in other comprehensive income relating to that particular foreign operation is recognised in
the profit or loss.
2.6 Subsidiaries
A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is exposed,
or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less
impairment losses.
86 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
All items of property, plant and equipment are initially recorded at cost. The cost of an item of plant and
equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with
the item will flow to the Company and the cost of the item can be measured reliably.
Subsequent to recognition, leasehold building, leasehold improvements, plant and other equipment, furniture
and fittings, motor vehicles and equipment held for leasing are measured at cost less accumulated depreciation
and accumulated impairment losses.
Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:
Assets under construction included in plant and equipment are not depreciated as these assets are not yet
available for use.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjusted
prospectively, if appropriate.
An item of property, plant and equipment is de-recognised upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or loss on de-recognition of the asset is included in profit or
loss in the year the asset is de-recognised.
Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in
a business combination is their fair value as at the date of acquisition. Following initial acquisition, intangible
assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally
generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is
reflected in profit or loss in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method are reviewed at least at each financial year end. Changes in the expected useful life or
the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by
changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 87
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more
frequently if the events and circumstances indicate that the carrying value may be impaired either individually or
at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset
with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to
be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the
net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset
is de-recognised.
Brand
“NERA” brand name which was acquired, is capitalised and amortised on a straight-line basis over a useful life
of 20 years. It is tested for impairment whenever there is an indication that the intangible asset may be impaired.
Amortisation period and method are reviewed at each financial year end.
Acquired computer software licences are initially capitalised at cost which includes the purchase prices (net
of any discounts and rebates) and other directly attributable costs of preparing the asset for its intended use.
Direct expenditures including employee costs, which enhance or extend the performance of computer software
beyond its specifications and which can be reliably measured, are added to the original cost of the software.
Costs associated with maintaining the computer software are expensed off when incurred.
Computer software licences are subsequently carried at cost less accumulated amortisation and accumulated
impairment losses. These costs are amortised on a straight-line basis over their useful lives of 3 to 5 years.
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when an annual impairment testing for an asset is required, the Group makes an estimate
of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of
disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount
of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount.
Impairment losses of continuing operations are recognised in profit or loss, except for assets that are previously
revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also
recognised in other comprehensive income up to the amount of any previous revaluation.
A previously recognised impairment loss is reversed only if there has been a change in the estimates used to
determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case,
the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised
previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in
which case the reversal is treated as a revaluation increase.
88 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Financial assets are recognised when, and only when the entity becomes party to the contractual
provisions of the instruments.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit
or loss are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Group expects to be entitled
in exchange for transferring promised goods or services to a customer, excluding amounts collected on
behalf of third party, if the trade receivables do not contain a significant financing component at initial
recognition.
Subsequent measurement
Subsequent measurement of debt instruments depends on the Group’s business model for managing
the asset and the contractual cash flow characteristics of the asset. The two measurement categories
for classification of debt instruments are:
Financial assets that are held for the collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. Financial
assets are measured at amortised cost using the effective interest method, less impairment. Gains
and losses are recognised in profit or loss when the assets are de-recognised or impaired, and
through amortisation process.
Assets that do not meet the criteria for amortised cost are measured at fair value through profit
or loss. A gain or loss on a debt instruments that is subsequently measured at fair value through
profit or loss and is not part of a hedging relationship is recognised in profit or loss in the period
in which it arises.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 89
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently remeasured to their fair value at the end of each reporting period. Changes in fair value of
derivatives are recognised in profit or loss.
De-recognition
A financial asset is de-recognised where the contractual right to receive cash flows from the asset has
expired. On de-recognition of a financial asset in its entirety, the difference between the carrying amount
and the sum of the consideration received is recognised in profit or loss.
Financial liabilities are recognised on the balance sheet when, and only when, the Group becomes a
party to the contractual provisions of the financial instrument. The Group determines the classification
of its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value and in the case of other financial liabilities, plus
directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at fair value through profit or loss are
subsequently measured at amortised cost using the effective interest method. Gains and losses are
recognised in profit or loss when the liabilities are de-recognised, and through the amortisation process.
De-recognition
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or
expires. On de-recognition, the difference between the carrying amounts and the consideration paid is
recognised in profit or loss.
90 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair
value through profit or loss and financial guarantee contracts. ECLs are based on the difference between the
contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to
receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include
cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in
credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is recognised for credit losses expected
over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore,
the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime
ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit
loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are 90 days past due. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into
account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows.
Cash and cash equivalents comprise cash at bank and on hand, demand deposits and short-term, highly liquid
investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of
changes in value. These also include bank overdrafts that form an integral part of the Group’s cash management.
2.13 Stocks
Stocks are stated at the lower of cost and net realisable value and include all costs in bringing the stocks to
their present location and condition.
Where necessary, allowance is provided for damaged, obsolete and slow-moving items to adjust the carrying
value of stocks to the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and the estimated costs necessary to make the sale.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 91
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
2.14 Provisions
General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of economic resources will be required to settle the obligation and the
amount of the obligation can be estimated reliably.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.
If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the
provision is reversed. If the effect of the time value of money is material, provisions are discounted using a
current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost.
Warranty provisions
Provisions for warranty-related costs are recognised when the product is sold or service is provided. Initial
recognition is based on historical experience. The initial estimate of warranty-related costs is revised annually.
The Group participates in the national pension schemes as defined by the laws of the countries in which
it has operations. In particular, the Singapore and Malaysian companies in the Group make contributions
to the Central Provident Fund and Employees Provident Fund schemes respectively, which are defined
contribution pension scheme. Contributions to defined contribution pension schemes are recognised as
an expense in the period in which the related service is performed.
The net defined benefit liability is the aggregate of the present value of the defined benefit obligation
(derived using a discount rate based on high quality corporate bonds) at the end of the reporting period
reduced by the fair value of plan assets (if any).
The cost of providing benefits under the defined benefit plans is determined separately for each plan
using the projected unit credit method.
– Service cost
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Service costs which include current service costs, past service costs and gains or losses on non-routine
settlements are recognised as expense in profit or loss. Past service costs are recognised when plan
amendment or curtailment occurs.
Net interest on the net defined benefit liability or asset is the change during the period in the net defined
benefit liability or asset that arises from the passage of time which is determined by applying the discount
rate based on high quality corporate bonds to the net defined benefit liability or asset. Net interest on the
net defined benefit liability or asset is recognised as expense or income in profit or loss.
Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the
effect of the asset ceiling (excluding net interest on defined benefit liability) are recognised immediately
in other comprehensive income in the period in which they arise. Remeasurements are recognised in
retained earnings within equity and are not reclassified to profit or loss in subsequent periods.
Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance policies.
Plan assets are not available to the creditors of the Group, nor can they be paid directly to the Group.
Fair value of plan assets is based on market price information. When no market price is available, the fair
value of plan assets is estimated by discounting expected future cash flows using a discount rate that
reflects both the risk associated with the plan assets and the maturity or expected disposal date of those
assets (or, if they have no maturity, the expected period until the settlement of the related obligations).
The Group’s right to be reimbursed of some or all of the expenditure required to settle a defined benefit
obligation is recognised as a separate asset at fair value when and only when reimbursement is virtually
certain.
Employee entitlements to annual leave are recognised as a liability when they accrue to the employees.
The estimated liability for leave is recognised for services rendered by employees up to balance sheet
date.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 93
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
2.16 Leases
(a) As lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments
and right-of-use assets representing the right to use the underlying assets.
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date
the underlying asset is available for use). Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less any
lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the
shorter of the lease term and the estimated useful lives of the assets, as follows:
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost
reflects the exercise of a purchase option, depreciation is calculated using the estimated useful
life of the asset. The right-of-use assets are also subject to impairment. The accounting policy for
impairment is disclosed in Note 2.9.
At the commencement date of the lease, the Group recognises lease liabilities measured at the
present value of lease payments to be made over the lease term. The lease payments include
fixed payments (including in substance fixed payments) less any lease incentives receivable,
variable lease payments that depend on an index or a rate, and amounts expected to be paid
under residual value guarantees. The lease payments also include the exercise price of a purchase
option reasonably certain to be exercised by the Group and payments of penalties for terminating
the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease
payments that do not depend on an index or a rate are recognised as expenses (unless they are
incurred to produce inventories) in the period in which the event or condition that triggers the
payment occurs.
94 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
In calculating the present value of lease payments, the Group uses its incremental borrowing
rate at the lease commencement date because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect
the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a
change in the lease payments (e.g., changes to future payments resulting from a change in an
index or rate used to determine such lease payments) or a change in the assessment of an option
to purchase the underlying asset.
The Group’s lease liabilities are presented separately in the balance sheet.
The Group applies the short-term lease recognition exemption to its short-term leases of
machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the lease of low-value
assets recognition exemption to leases of office equipment that are considered to be low value.
Lease payments on short-term leases and leases of low value assets are recognised as expense
on a straight-line basis over the lease term.
(b) As lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of the
asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease
are added to the carrying amount of the leased asset and recognised over the lease term on the same
bases as rental income. The accounting policy for rental income is set out in Note 2.17(d). Contingent
rents are recognised as revenue in the period in which they are earned.
2.17 Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for
transferring promised goods or services to a customer.
Revenue is recognised when the Group satisfies a performance obligation by transferring a promised good or
service to customer, which is when the customer obtains control of the good or service. A performance obligation
may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to
the satisfied performance obligation.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 95
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The Group supplies and installs network equipment. The sale of equipment and rendering of installation
service are either sold separately or in a bundled contract. For bundled contract, the Group accounts for
the sale of equipment and installation service separately. The transaction price is allocated to the sale of
equipment and installation service based on their relative stand-alone selling prices. See Note 2.17(b) for
the revenue recognition relating to the installation services. For sale of equipment, revenue is recognised
upon delivery of equipment and all criteria for acceptance have been satisfied.
The Group is in the business of providing design and engineering, installation and service of satellite
infrastructure network and info-communications network infrastructure. Revenue from providing
services is recognised over time, based on cost incurred to date relative to the total estimated
cost to satisfy the performance obligation.
The Group provides maintenance services for network system and solutions. Maintenance revenue
is recognised over time on a straight line basis over the specified contract period. Maintenance
revenue received in advance is recognised as contract liabilities and recognised as income over
the life of the maintenance contracts.
The Group is in the business of providing full suite of turnkey network and wireless solutions. The Group
recognises revenue from contracts by reference to the stage of completion of the respective contract
activity (i.e., performance obligations) of its projects at the end of each reporting period. The stage of
completion is measured by reference to the cost incurred to date relative to the total estimated cost to
satisfy the performance obligation.
96 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Progress billings to the customers are based on a payment schedule in the contract and are typically
triggered upon achievement of specified project milestones. A contract asset is recognised when the
Group has performed under the contract but has yet billed the customer. Conversely, a contract liability
is recognised when the Group has not yet performed under the contract but has received advanced
payments from the customer. Contract assets are transferred to receivables when the rights to
consideration become unconditional. Contract liabilities are recognised as revenue as the Group performs
under the contract.
Incremental costs of obtaining a contract are capitalised if these costs are recoverable. Costs to fulfil a
contract are capitalised if the costs relate directly to the contract, generate or enhance resources used
in satisfying the contract are expected to be recovered. Other contract costs are expensed as incurred.
Capitalised contract costs are subsequently amortised on a systematic basis as the Group recognised
the related revenue. An impairment loss is recognised in profit or loss to the extent that the carrying
amount of the capitalised costs exceeds the remaining amount of consideration that the Group expects
to receive in exchange for the goods or services to which the contract costs relates less the costs that
relate directly to providing the goods and that have not been recognised as expenses.
Rental income arising from operating leases on equipment is accounted for on a straight-line basis over
the lease terms. The aggregate costs of incentives provided to lessees are recognised as a reduction of
rental income over the lease term on a straight-line basis.
For the revenue streams stated above, in determining the transaction price, the Group adjusts the promised
consideration for the effects of the time value of money for contracts with customers that includes a significant
financing component. In adjusting for the significant financing component, the Group uses a discount rate that
would be reflected in a separate financing transaction between the Group and its customers.
Government grants are recognised when there is reasonable assurance that the grant will be received and all
attaching conditions will be complied with. Where the grant relates to income, it may be presented as a credit
in profit or loss, either separately or under a general heading such as “Other Income”. Alternatively, they are
deducted in reporting the related expenses.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 97
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are
enacted or substantively enacted by the balance sheet date in the countries where the Group operates
and generates taxable income.
Current taxes are recognised in profit or loss except that tax relating to items recognised directly in
equity is recognised outside profit or loss, either in other comprehensive income or directly in equity.
Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred income tax is provided using the liability method on temporary differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
– where the deferred income tax liability arises from the initial recognition of goodwill or of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and
– in respect of taxable temporary differences associated with investments in subsidiaries, where the
timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry forward of unused tax credits
and unused tax losses can be utilised except:
– where the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of
the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each balance
sheet date and are recognised to the extent that it has become probable that future taxable profit will
allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted at end of each reporting period.
Deferred income tax relating to items recognised outside profit or loss is recognised outside profit
or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other
comprehensive income or directly in equity and deferred tax arising from a business combination is
adjusted against goodwill on acquisition.
Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right
exists to set off current tax assets against current income tax liabilities and the deferred income taxes
relate to the same taxable entity and the same taxation authority.
Revenues, expenses and assets are recognised net of the amount of sales tax except:
– Where the sales tax incurred on a purchase of assets or services is not recoverable from the
taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of
the asset or as part of the expense item as applicable; and
– Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the balance sheet.
The Group uses derivative financial instruments such as forward currency contracts to hedge its risks associated
with foreign currency fluctuations. Such derivative financial instruments are initially recognised at fair value on
the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivative
financial instruments are carried as assets when the fair value is positive and as liabilities when the fair value
is negative.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 99
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Any gains or losses arising from changes in fair value on derivative financial instruments that do not qualify for
hedge accounting are taken to profit or loss for the year.
The fair value of forward currency contracts is calculated by reference to current forward exchange rates for
contracts with similar maturity profiles.
For management purposes, the Group is organised on a world-wide basis into two major operating businesses
(divisions) which are independently managed by the respective segment managers responsible for the
performance of the respective segments under their charge. The segment managers report directly to the
management of the Company who regularly review the segment results in order to allocate resources to the
segments and to assess the segment performance. Additional disclosures on each of these segments are
shown in Note 33, including the factors used to identify the reportable segments and the measurement basis
of segment information.
Segment accounting policies are the same as the policies of the Group as disclosed in the preceding paragraphs.
The Group generally accounts for inter-segment sales transfers as if the sales or transfers were to third parties
at current market prices.
2.22 Contingencies
(a) a possible obligation that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Group; or
(b) a present obligation that arises from past events but is not recognised because:
(i) It is not probable that an outflow of resources embodying economic benefits will be required to
settle the obligation; or
(ii) The amount of the obligation cannot be measured with sufficient reliability.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Group.
Contingent liabilities and assets are not recognised on the balance sheet of the Group, except for contingent
liabilities assumed in a business combination that are present obligations and which the fair values can be
reliably determined.
100 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The preparation of the Group’s financial statements requires management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure
of contingent liabilities at the end of each reporting period. However, uncertainty about these assumptions and
estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset
or liability affected in the future periods.
In the process of applying the Group’s accounting policies, management has made the following judgments,
apart from those involving estimations, which have the most significant effect on the amounts recognised in
the financial statements:
Income taxes
The Group has exposure to income taxes in numerous jurisdictions. Significant judgment is involved in
determining the Group-wide provision for income taxes. There are certain transactions and computations for
which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises
liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final
tax outcome of these matters is different from the amounts that were initially recognised, such differences will
impact the income tax and deferred tax provisions in the period in which such determination is made. The
carrying amount of the Group’s tax payables and net deferred tax assets at 31 December 2019 are $694,000
(2018: $2,178,000) and $1,494,000 (2018: $1,465,000) respectively.
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of
each reporting period are discussed below. The Group based its assumptions and estimates on parameters
available when the financial statements were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or circumstances arising beyond the control of
the Group. Such changes are reflected in the assumptions when they occur.
The Group recognises revenue from contracts by reference to the stage of completion of the respective
contract activity (i.e., performance obligations) of its projects at the end of each reporting period. The
stage of completion is measured by reference to the cost incurred to date relative to the total estimated
cost to satisfy the performance obligation. These assessment contains significant management estimates
and judgment such as the measurement of costs incurred for each performance obligation, total budgeted
contract cost and remaining cost to completion.
The carrying amounts of the assets and liabilities from contracts arising at the end of each reporting
period are disclosed in Note 8 to the financial statements.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 101
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The
provision rates are based on days past due for groupings of various customer segments that have similar
loss patterns.
The provision matrix is initially based on the Group’s historical observed default rates. The Group will
calibrate the matrix to adjust historical credit loss experience with forward-looking information. At every
reporting date, historical default rates are updated and changes in the forward-looking estimates are
analysed.
The assessment of the correlation between historical observed default rates, forecast economic conditions
and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of
forecast economic conditions. The Group’s historical credit loss experience and forecast of economic
conditions may also not be representative of customer’s actual default in the future. The information about
the ECLs on the Group’s trade receivables and contract assets is disclosed in Note 9.
The carrying amount of trade receivables and contract assets as at 31 December 2019 are $63,528,000
and $40,121,000 (2018: $59,974,000 and $35,684,000) respectively.
The Group recognises provision for warranty when the product is sold or service is provided. Initial
recognition is based on past experience of the level of repairs and returns. Assumptions used to calculate
the provision for warranty were based on current sales level and current information available about the
expected warranty claims. The Group’s provisions for warranty at 31 December 2019 was $1,222,000
(2018: $1,996,000). The warranty provision will be reversed if not utilised upon expiry of warranty period.
102 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Leasehold Leasehold Plant and other Furniture and Equipment held Assets under
Group building improvements equipment fittings Motor vehicles for leasing construction Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Cost
At 1 January 2018 5,150 1,019 4,699 651 1,194 318 – 13,031
Additions – 517 245 206 116 571 – 1,655
Disposals/written off – (2) (20) (19) (337) – – (378)
Currency realignment – (2) (55) (2) (49) (23) – (131)
At 31 December 2018 and
1 January 2019 5,150 1,532 4,869 836 924 866 – 14,177
Additions – 85 240 5 2 – 2,621 2,953
Reclassification to intangible assets
(Note 5) – – (104) (5) – – – (109)
Disposals/written off – – (24) – (45) – – (69)
Currency realignment – 13 60 23 (8) 27 18 133
At 31 December 2019 5,150 1,630 5,041 859 873 893 2,639 17,085
Accumulated depreciation
At 1 January 2018 5,150 924 3,912 383 1,117 169 – 11,655
Charge for the year – 86 355 68 34 99 – 642
Reclassification – – – – – 206 – 206
Disposals/written off – (2) (20) (11) (337) – – (370)
Currency realignment – (2) (42) (4) (44) (11) – (103)
At 31 December 2018 and
1 January 2019 5,150 1,006 4,205 436 770 463 – 12,030
Charge for the year – 137 333 78 38 184 – 770
Reclassification to intangible assets
(Note 5) – – (12) – – – – (12)
Disposals/written off – – (24) – (39) – – (63)
Currency realignment – 3 53 9 (8) 9 – 66
At 31 December 2019 5,150 1,146 4,555 523 761 656 – 12,791
Net carrying amount
At 31 December 2018 – 526 664 400 154 403 – 2,147
* During the year, the Group purchased equipment amounting to $2,639,000 which are held by Nera (Philippines), Inc. The equipment are
currently work-in-progress and they were acquired for the purpose of a government project in the Philippines.
During the year, the Group acquired property, plant and equipment with an aggregate cost of $2,953,000
(2018: $1,655,000). The cash outflow on acquisition of property, plant and equipment amounted to $969,000
(2018: $1,384,000). The remaining amount of $1,984,000 (2018: $271,000) were unpaid and is recorded in
other payables as at year end.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 103
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
As at 31 December 2019, the leasehold building of the Group and the Company consists of the following:
In FY2018, the security over leasehold building had been discharged after the repayment of non-current secured
loans (Note 15).
104 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
5. INTANGIBLE ASSETS
Brand
$’000
Company
Cost
At 1 January 2018, 31 December 2018, 1 January 2019 and
31 December 2019 1,289
Accumulated amortisation
At 1 January 2018 451
Amortisation 64
At 31 December 2018 and 1 January 2019 515
Amortisation 65
At 31 December 2019 580
Net carrying amount
At 1 January 2018 838
At 31 December 2018 774
At 31 December 2019 709
Brand relates to the ‘NERA’ brand and the useful life is estimated to be 20 years. The remaining amortisation
period is 11 years.
Software relates to acquired computer software licences and the useful life is estimated to be 3 to 5 years.
Amortisation expense is recorded in ‘Other expenses’ line item in profit and loss.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 105
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
6. INVESTMENTS IN SUBSIDIARIES
Company
2019 31.12.2018 1.1.2018
$’000 $’000 $’000
(Restated)
Unquoted shares 5,869 5,869 5,438
Impairment loss (1,898) (770) (770)
Carrying amount after impairment loss 3,971 5,099 4,668
Country of
incorporation and Percentage of
Name of company Principal activity place of business equity interest Cost of Investment
2019 31.12.18 1.1.18 2019 31.12.18 1.1.18
% % % $’000 $’000 $’000
(Restated)
Nera Networks (S) Sales and distribution, design, Singapore 100 100 100 1,000 1,000 1,000
Pte Ltd(ß) engineering, servicing, installation
and maintenance of transmission
networks, satellite communication
and information technology networks
Nera (Thailand) Sales and distribution, design, Thailand 100 100 100 1,406 1,406 975
Limited(*) (ii) engineering, servicing, installation
and maintenance of transmission
networks, satellite communications
and information technology networks
Nera (Philippines), Inc.(*) Sales and distribution, design, Philippines 100 100 100 1,128 1,128 1,128
engineering, servicing, installation
and maintenance of transmission
networks, satellite communications
and information technology networks
Nera Infocom (M) Sdn. Sales, installation and maintenance of Malaysia 100 100 100 225 225 225
Bhd.(*) information technology equipment
P.T. Nera Indonesia (#) Sales and distribution, design, Indonesia 100 100 100 347 347 347
engineering, servicing, installation
and maintenance of transmission
networks, satellite communications
and information technology networks
106 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Country of
incorporation and Percentage of
Name of company Principal activity place of business equity interest Cost of Investment
2019 31.12.18 1.1.18 2019 31.12.18 1.1.18
% % % $’000 $’000 $’000
(Restated)
Nera Telecommunications Sales and distribution, design, Australia 100 100 100 589 589 589
(Australia) Pty Ltd(#) engineering, servicing, installation
and maintenance of transmission
networks, satellite communications
and information technology networks
Nera Telecommunications Sales and distribution, design, India 100 100 100 570 570 570
(India) Pvt. Ltd.(#) engineering, servicing, installation
and maintenance of transmission
networks, satellite communications
and information technology networks
Nera (Malaysia) Sales, installation and maintenance of Malaysia 100 100 100 404 404 404
Sdn. Bhd.(*) communications equipment
Nera Telecommunications Service, maintenance and leasing Myanmar 100 100 100 133 133 133
(Myanmar) Company
Limited(#)
Nera Telecommunications Installation, maintenance, service and Vietnam 100 100 100 67 67 67
(Vietnam) Co., Ltd.(#) repair of info-communications and
telecommunications equipment
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Country of
incorporation and Percentage of
Name of company Principal activity place of business equity interest Cost of Investment
2019 31.12.18 1.1.18 2019 31.12.18 1.1.18
% % % $’000 $’000 $’000
(Restated)
Nera Telecommunications Sales and distribution, design, United Arab 100 100 100 – – –
FZ-LLC(**)(i) engineering, servicing, installation Emirates
and maintenance of transmission
networks, satellite communications
and information technology networks
Nera Networks Nigeria Sales and distribution, design, Nigeria 100 100 100 – – –
Limited(#) (i) engineering, servicing, installation
and maintenance of transmission
networks, satellite communications
and information technology networks
Nera Telecommunications Investment holding Thailand 100 100 – – – –
Holding (Thailand) Co.,
Ltd.(**)(i) (iii)
As required by Rule 716 of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Audit
and Risk Management Committee and the Board of Directors of the Company have satisfied themselves that
the appointment of different auditors for its overseas subsidiaries would not compromise the standard and
effectiveness of the audit of the Group.
Impairment losses of $1,128,000 (2018: Nil) was recognised to write-down the investment in Nera (Philippines),
Inc. during the year.
108 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
7. STOCKS
Group Company
2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
Network equipment 9,728 17,802 3,375 11,186 10,005
8. REVENUE
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
8. REVENUE (CONTINUED)
(i) Determining transaction price and amounts allocated to sale of equipment with installation services,
sale of equipment with maintenance services and turnkey project with maintenance services
For the bundled contracts, the Group allocated the transaction price to sale of equipment with
installation services, sale of equipment with maintenance services and turnkey project with
maintenance services based on their relative stand-alone selling prices. The standalone selling
prices are determined based on estimated cost plus margin.
(ii) Recognition of revenue from professional services and turnkey project over time
For rendering of professional services and turnkey projects where the Group satisfies its
performance obligations over time, management has determined that cost-based input method
provides a faithful depiction of the Group’s performance in transferring control to the customers, as
if reflects the Group’s efforts incurred to date relating to the total inputs expected to be incurred.
The measurement of progress is based on the costs incurred to date as a proportion of the costs
to be incurred to the satisfaction of the performance obligation.
The estimated total costs are based on contractual amounts and, in respect of amounts not
contracted for, management relies on past experience and knowledge of the project engineers to
make estimates of the amounts to be incurred. In making these estimates, management takes into
consideration the historical trends for the amount incurred in its other similar services and projects.
In estimating the variable consideration for liquidated damages, the Group uses the most likely
amount method to predict the liquidated damages. Management relies on historical experiences
with similar turnkey projects, customers and geographical areas. Management has exercised
significant judgment in estimating the amount of consideration to which it expects to be entitled
and of which the amount are included in the contract revenue to the extent that it is probable that
there will be no significant reversal when the uncertainties are resolved.
110 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
8. REVENUE (CONTINUED)
Information about receivables, contract assets and contract liabilities from contracts with customers is
disclosed as follows:
Group Company
2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
Trade receivables (Note 9) 63,528 59,974 21,536 17,832 14,613
Contract assets 40,121 35,684 12,671 15,065 16,225
Contract liabilities 24,896 37,691 15,935 24,287 19,030
The Group has recognised impairment losses on receivables arising from contracts with customers
amounting to $1,484,000 (2018: write-back of $(26,000)).
The Group has recognised expected credit losses on contract assets arising from project billings in
Philippines, which are credit impaired, amounting to $2,094,000 (2018: Nil).
Contract assets primarily relate to the Group’s right to consideration for work completed but not yet billed
at reporting date. Contract assets are transferred to receivables when the rights become unconditional.
Contract liabilities primarily relate to the Group’s obligation to transfer goods or services to customers
for which the Group billed and received consideration ahead of the provision of services and delivering
of goods.
Contract liabilities are recognised as revenue as the Group performs under the contract.
Group Company
2019 2018 2019 2018
$’000 $’000 $’000 $’000
Contract assets reclassified to
receivables 32,019 31,231 9,095 13,175
Changes in estimate of transaction
price – 876 – 847
Group Company
2019 2018 2019 2018
$’000 $’000 $’000 $’000
Revenue recognised that was
included in the contract liability
balance at the beginning of
the year 19,661 30,926 10,226 17,166
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 111
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
8. REVENUE (CONTINUED)
The aggregate amount of transaction price allocated to the unsatisfied (or partially unsatisfied)
performance obligations as at 31 December 2018 is $125,734,000.
The Group expects to recognise $135,194,000 as revenue relating to the transaction price allocated to the
unsatisfied (or partially unsatisfied) performance obligations as at 31 December 2019 in 2020 and 2021.
9. TRADE RECEIVABLES
Group Company
2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
(Restated)
Trade receivables 65,821 60,775 21,877 17,833 14,988
Less: Allowance for impairment of
trade receivables (2,293) (801) (341) (1) (375)
Total trade receivables 63,528 59,974 21,536 17,832 14,613
Add:
Other receivables and deposits
(excluding advance to suppliers,
staff advances, prepayments and tax
recoverable) (Note 10) 1,858 2,705 64 131 228
Cash and bank balances (Note 28) 10,745 18,028 3,112 6,531 7,103
Fixed deposits (Note 28) 2,259 3,528 – 2,467 –
Amounts due from subsidiaries – – 26,722 21,113 25,045
Long term trade receivables (Note 17) 415 1,687 415 1,687 762
Total financial assets carried at amortised
cost 78,805 85,922 51,849 49,761 47,751
112 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Trade receivables are non-interest bearing and are generally on 30 to 90 days’ terms. They are recognised at
their original invoice amounts which represent their fair values on initial recognition.
At balance sheet date, retention sums relating to contracts included in trade receivables of the Group and the
Company are $7,315,000 and $1,926,000 (2018: $6,624,000 and $1,451,000) respectively.
At the balance sheet date, trade receivables for the Group arising from export sales amounting to $2,641,000
(2018: $1,360,000) are arranged to be settled via letters of credits issued by banks in countries where the
customers are based.
As at 31 December, the following amounts denominated in a currency other than the entity’s functional currency
are included in the trade receivables for the Group and the Company:
Group Company
2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
US dollar 12,763 9,407 4,779 1,464 4,374
Euro – – – – 72
Other currencies 69 122 – – –
The movement in allowance for expected credit losses of trade receivables computed based on lifetime ECL
are as follows:
Group
2019 2018
$’000 $’000
Movement in allowance accounts:
At 1 January 801 924
Charge for the year 1,740 622
Written back (256) (648)
Written off – (83)
Currency realignment 8 (14)
At 31 December 2,293 801
The Group has recognised expected credit losses on contract assets (Note 8) arising from project billings in
Philippines, which are credit impaired, amounting to $2,094,000 (2018: Nil).
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 113
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Group Company
2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
Advances to suppliers 15,980 11,753 15,096 11,381 7,819
Deposits 1,459 1,658 52 22 20
Prepayments 513 583 309 209 79
Staff advances 19 – – – –
Tax recoverable 2,072 2,367 – – 15
Other debtors 399 1,047 12 109 208
20,442 17,408 15,469 11,721 8,141
Non-current 58 40 – – –
Current 20,384 17,368 15,469 11,721 8,141
20,442 17,408 15,469 11,721 8,141
Staff advances and other debtors are unsecured and non-interest bearing.
The non-trade balances are unsecured, repayable on demand and are to be settled in cash. Included in non-
trade balances are advances to subsidiaries of $7,805,000 (2018: $4,491,000) that bears interest from 3.500%
to 6.402% per annum (2018: 3.190% to 4.270% per annum). Other balances due from/(to) subsidiaries do not
bear any interest.
Trade payables are non-interest bearing and are normally settled on 30 to 90 days’ terms.
Included in trade payables are accrued project costs amounting to $11,304,000 (2018: $10,017,000) and a fair
value loss on forward currency contracts amounting to $48,000 (2018: $34,000) which has been recognised in
profit or loss as at 31 December 2019.
As at 31 December, the following amounts denominated in a currency other than the entity’s functional currency
are included in trade payables for the Group and the Company:
Group Company
2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
US dollar 12,938 12,795 7,105 6,935 5,509
Euro 539 764 411 456 214
Thai baht 121 – 121 – 106
Norwegian krone 193 169 – 53 –
Other currencies 354 – 2 – 25
114 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Group Company
2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
Accrued payroll and staff expenses 4,572 8,607 3,137 4,748 6,290
Other accrued operating expenses 1,813 1,843 916 509 942
Other creditors 986 1,015 – – 12
Withholding tax payables 355 544 – – –
Total other payables and accruals 7,726 12,009 4,053 5,257 7,244
Add:
Trade payables 38,592 32,146 13,398 11,704 10,249
Amounts due to subsidiaries – – 163 2,273 7
Borrowings (Note 15) 16,500 5,500 16,500 5,500 11,300
Less:
Withholding tax payables (355) (544) – – –
Total financial liabilities carried
at amortised cost 62,463 49,111 34,114 24,734 28,800
In FY2018, included in other payables and accruals was an accrual for dispute claims by a former employee. The
labour authority in the subsidiary’s country had issued a decision against the Company and its subsidiary and
awarded the claim to the former employee. Subsequent to the decision, the Company filed an appeal against
the authority’s decision and the authority had dismissed the former employee’s claim. The former employee then
continued to file for an appeal to the Court of Appeals and the Company had already responded to that appeal.
The Court of Appeals had issued a decision against the former employee and a reduction on the accrual for
dispute claims is recorded as part of administrative expenses in the current financial year.
A provision is recognised for expected warranty claims on goods and services sold in the past 12 months
(average warranty period) based on past experience of the level of repairs and returns. The provision is classified
as current liability as it is difficult to predict the timing of warranty utilisation due to the following reasons:
(a) there is unpredictability in the network system in which it is possible for a failed IT equipment to cause
the whole network to be down;
(b) the Group continues to work on projects and install equipment for customers in environment that are
considerably more challenging;
(c) the Group continues to use equipment from new vendors whose equipment may not be fully tested in
different environments; and
(d) there is a mismatch of the duration of the warranty coverage of at least six months or even longer.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 115
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Group Company
2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
At 1 January 1,996 2,800 1,058 1,550 1,024
Provision for the year 1,588 2,836 867 2,099 1,430
Write-back of provision (1,685) (3,235) (479) (2,216) (496)
Utilised during the year (688) (375) (579) (375) (408)
Currency realignment 11 (30) – – –
At 31 December 1,222 1,996 867 1,058 1,550
15. BORROWINGS
Group Company
Effective Maturities 2019 2018 2019 31.12.2018 1.1.2018
% $’000 $’000 $’000 $’000 $’000
Short-term borrowings
(unsecured):
Singapore dollar floating 2.94% to January
rate bank loans 2.95% 2020 16,500 – 16,500 – –
Singapore dollar floating 2.90% to January
rate bank loans 3.17% 2019 – 5,500 – 5,500 –
Singapore dollar floating 2.20% to January
rate bank loans 2.37% 2018 – – – – 11,300
16,500 5,500 16,500 5,500 11,300
1 Jan 2019
(Restated) Cash flows 31 Dec 2019
$’000 $’000 $’000
Short-term borrowings (unsecured):
– current 5,500 11,000 16,500
Lease liabilities 5,472 (819) 4,653
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
16. LEASES
The Group has lease contracts for various items of plant, machinery and other equipment used in its operations.
Leasehold land and building generally have lease terms between 2 and 24 years. Leases of plant and other
equipment generally have lease terms between 1 and 5 years. The Group also has certain leases of machinery
with lease terms of 12 months or less and leases of office equipment with low value. The Group applies the
‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:
Accumulated depreciation
At 1 January 2019 – – –
Charge for the year 849 108 957
Currency realignment (8) – (8)
At 31 December 2019 841 108 949
Accumulated depreciation
At 1 January 2019 – – –
Charge for the year 132 104 236
At 31 December 2019 132 104 236
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Set out below are the carrying amounts of lease liabilities and the movements during the year:
Group Company
2019 2019
$’000 $’000
At 1 January 2019 – –
Impact upon adoption SFRS (I) 16 Leases 5,226 3,356
At 1 January 2019 (restated) 5,226 3,356
Accretion of interest (Note 24) 203 131
Payments (819) (314)
Currency realignment 43 –
As at 31 December 2019 4,653 3,173
Group Company
2019 2019
$’000 $’000
Current 652 160
Non-current 4,001 3,013
Total lease liabilities 4,653 3,173
Group
2019
$’000
Depreciation expense of right-of-use assets 957
Interest expense on lease liabilities 203
Expense relating to short-term leases (included in cost of sales) 4
Expense relating to leases of low-value assets (included in administrative expenses) 26
Total amount recognised in profit or loss 1,190
The Group has total cash outflows for leases of $819,000 in FY2019.
Group Company
2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
Gross receivable 1,954 2,987 1,954 2,987 1,111
Less: Unearned finance income (95) (260) (95) (260) (121)
At 31 December 1,859 2,727 1,859 2,727 990
Of which:
Current 1,444 1,040 1,444 1,040 228
Non-current 415 1,687 415 1,687 762
At 31 December 1,859 2,727 1,859 2,727 990
Long term trade receivables bear interest at 4.5% per annum. Included in trade receivables is the current portion
of the long term trade receivables (Note 9).
118 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All
ordinary shares carry one vote per share without restriction. The ordinary shares have no par value.
The translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign operations whose functional currencies are different from that of the Group’s presentation
currency.
Group
2019 2018
$’000 $’000
At 1 January (3,932) (4,167)
Current year translation 404 235
At 31 December (3,528) (3,932)
Group
2019 2018
$’000 $’000
Amortisation of intangible asset (88) (64)
Foreign exchange gain/(loss), net 39 (1,725)
Government grants 48 66
Net gain on disposal of property, plant and equipment 16 1
Others 114 (87)
129 (1,809)
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 119
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The following items have been included in arriving at profit from operating activities:
Group
2019 2018
$’000 $’000
Audit fees to:
Auditors of the Company 198 154
Audit fees paid to other member firms of EY Global 54 55
Other auditors 47 77
Bad debts written off 81 –
Non-audit fees to:
Auditors of the Company 43 31
Other auditors 22 10
Write-back for doubtful trade receivables (256) (648)
Impairment loss on trade receivables 1,740 622
Foreign exchange loss, net – forward currency contracts 48 34
Foreign exchange (gain)/loss, net – others (87) 1,570
Net gain on disposal of property, plant and equipment (16) (1)
Group
2019 2018
$’000 $’000
Wages, salaries and bonuses 14,152 18,911
Pension contributions 2,219 2,340
Termination benefits 29 –
Other personnel benefits 836 2,208
17,236 23,459
Personnel expenses include directors and executive officers’ remuneration as shown in Note 32.
Group
2019 2018
$’000 $’000
Interest income from:
Bank deposits 144 132
Long term trade receivables 188 190
332 322
120 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
25. TAX
Major components of income tax expense for the year ended 31 December are:
Group
2019 2018
$’000 $’000
Consolidated income statement:
Current income tax:
Current income taxation 925 2,731
Under/(over) provision in respect of previous years 288 (113)
Deferred income tax:
Current year 49 650
Prior year (95) 503
Income tax expense recognised in profit and loss 1,167 3,771
A reconciliation between the tax expense and the product of accounting profit multiplied by the applicable
corporate tax rate for the year ended 31 December is as follows:
Group
2019 2018
$’000 $’000
Profit before tax from continuing operations 5,112 10,061
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Consolidated income
Group statement Company
2019 2018 2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000 $’000 $’000
Deferred tax liabilities:
Differences in depreciation
of property, plant and
equipment for tax
purposes (20) (75) (55) 24 (18) (53) (55)
Difference in amortisation
of intangible assets (121) (131) (10) (11) (121) (131) (142)
Right-of-use assets 18 – (18) – 9 – –
(123) (206) (130) (184) (197)
General provisions 1,217 1,603 386 994 558 910 1,221
Tax losses 349 – (349) 146 139 – –
Retirement benefit# 51 68 – – – – –
Net deferred tax assets 1,494 1,465 567 726 1,024
Net deferred tax
(credit)/expense (46) 1,153
# Deferred tax on retirement benefit amounting to $17,000 is recorded in ‘Other comprehensive income’, under the equity section of the
balance sheet.
Changes in corporate tax rate from financial year 2019 and 2018 are as follows:
The Group has tax losses and unutilised capital allowances of approximately $5,335,000 (2018: $10,845,000)
that are available for offset against future taxable profits of the companies in which the losses arose, for which
no deferred tax asset is recognised due to uncertainty of its recoverability. The use of these tax losses is
subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislation of
the respective countries in which the companies operate.
122 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
At the end of the reporting year, no deferred tax liability (2018: Nil) has been recognised for taxes that would
be payable on the undistributed earnings of certain of the Group’s subsidiaries as the Group has determined
that undistributed earnings of its subsidiaries will not be distributed in the foreseeable future.
Such temporary differences for which no deferred tax liability has been recognised aggregate to $5,527,000
(2018: $6,544,000). The deferred tax liability is estimated to be $551,000 (2018: $671,000).
There are no income tax consequences (2018: Nil) attached to the dividends to the shareholders proposed by
the Company but not recognised as a liability in the financial statements (Note 27).
Basic earnings per share is calculated by dividing the net profit attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share is calculated by dividing the net profit attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares outstanding during the year (adjusted for the
effects of dilutive options).
The following tables reflect the income and share data used in the computation of basic and diluted earnings
per share for the years ended 31 December:
Group
2019 2018
$’000 $’000
(Restated)
Net profit attributable to ordinary equity holders of the Company for
basic and diluted earnings per share 3,945 6,290
There have been no transactions involving ordinary shares or potential ordinary shares since the end of the
financial year and before the completion of these financial statements.
The basic and diluted earnings per share are calculated by dividing the profit for the year, net of tax, attributable
to owners of the Company by the weighted average number of ordinary shares for both basic and diluted
earnings per share computation. The profit and share data are presented in Note 26(a) above.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 123
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
27. DIVIDENDS
Group Company
2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
Fixed deposits 2,259 3,528 – 2,467 –
Cash and bank balances 10,745 18,028 3,112 6,531 7,103
Deposits pledged (90) (93) – – –
Cash and cash equivalents
in the cashflow statement 12,914 21,463 3,112 8,998 7,103
Cash at banks earns interest at floating rates based on daily bank deposit rates ranging from 0.01% to 3.00%
(2018: 0.01% to 3.00%) per annum. Included in cash and cash equivalents are amounts totaling $90,000 (2018:
$93,000) pledged in accordance to a contractual arrangement and for purpose of bankers’ guarantees issued.
Fixed deposits of the Group and the Company were made for a period of 30 days depending on the immediate
cash requirements of the Group and the Company, and earned interests at the respective fixed deposit rates.
The effective interest rates of fixed deposits were 0.5% to 3.13% (2018: 0.05% to 1.67%) per annum.
124 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Group Company
2019 2018 2019 31.12.2018 1.1.2018
$’000 $’000 $’000 $’000 $’000
US dollar 1,382 3,249 402 2,946 943
AU dollar 222 2,564 222 2,564 2,454
Euro 40 189 27 153 2
Thai baht – – – – 280
Libyan dollar 214 235 – – –
Norwegian krone 211 233 1 – 1
Other currencies – 1 – 1 2
In financial year 2014, Share plan under the Nera Telecommunications Performance Share Plan 2014 (“NeraTel
PSP 2014”) to eligible director and other employees of the Company was approved by the shareholders.
During the financial year, no shares (2018: Nil) were granted under the employee share plan.
30. COMMITMENTS
As at 31 December 2019, the Group has commitments under operating leases for equipment. The leases
have remaining tenure of between 1 and 3 years. Operating lease income included in the consolidated
statement of comprehensive income during the year amounted to $357,000 (2018: $286,000).
Future minimum rental receivables under non-cancellable operating leases as at 31 December are as
follows:
Group
2019 2018
$’000 $’000
Not later than one year 379 335
Later than one year but not later than five years 567 857
946 1,192
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 125
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Guarantees
Group
2019 2018
$’000 $’000
Directors of the Company:
Directors’ fees 270 270
Directors’ remuneration 657 1,019
Defined contribution benefits 17 17
Key management:
Key management’s remuneration 1,057 1,663
Defined contribution benefits 55 81
Key management personnel are the directors and those persons having authority and responsibility for planning,
directing and controlling the activities of the Group, directly or indirectly.
For management purposes, the Group is organised on a worldwide basis into operating businesses (divisions)
as the Group’s risks and rates of return are affected predominantly by differences in the products and services
produced. The Group is organised into two main operating businesses, namely:
Wireless Infrastructure – Sales, marketing and distribution, design and engineering, project
Networks (“WIN”) implementation, service and maintenance of satellite communications,
transmission products and systems and wireless solutions.
Network Infrastructure (“NI”) – Sales, marketing and distribution, design and engineering, project
implementation, service and maintenance of info-communications network
infrastructure, network security solutions, IP networks, optical networks and
broadcast infrastructure.
The operating businesses are organised and managed separately according to the nature of the products and
services provided, with each segment representing a strategic business unit that offers different products and
serves different markets.
126 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can
be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, liabilities and expenses.
Transfer prices between business segments are set on an arm’s length basis in a manner similar to transactions
with third parties. Segment turnover, expenses and results include transfers between business segments. These
transfers are eliminated on consolidation.
Other information
Segment assets 48,770 74,806 34,941 A 158,517
Segment liabilities 22,791 46,572 25,390 B 94,753
Capital expenditure 867 2,086 2,953
Depreciation and amortisation 616 1,187 1,803
Other non-cash (income)/expenses (*) (216) 2,950 2,734
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 127
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Other information
Segment assets 42,104 75,964 40,429 A 158,497
Segment liabilities 23,308 48,525 19,997 B 91,830
Capital expenditure 638 1,017 1,655
Depreciation and amortisation 536 170 706
Other non-cash income (*) (73) (357) (430)
(*) Other non-cash (income)/expense includes net write-back for warranty, provision for stock obsolescence, net provision/(write-back of
provision) for doubtful debt, net provision for contract assets and reduction of accrued dispute claims from a former employee.
Notes Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements
A The following items are added to segment assets to arrive at total assets reported in the consolidated
balance sheet:
2019 2018
$’000 $’000
Deferred tax assets 1,494 1,465
Other receivables, deposits and prepayments 20,443 17,408
Cash and cash equivalents 10,745 18,028
Fixed deposits 2,259 3,528
34,941 40,429
128 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Notes Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements
(Continued)
B The following items are added to segment liabilities to arrive at total liabilities reported in the consolidated
balance sheet:
2019 2018
$’000 $’000
Defined benefit obligation 470 310
Other payables and accruals 7,726 12,009
Borrowings 16,500 5,500
Provision for taxation 694 2,178
25,390 19,997
Geographical segments
Revenue and non-current assets (excluding deferred tax assets) information based on the geographical location
of customers and assets respectively are as follows:
Non-current assets information presented above consist of intangible assets, property, plant and equipment,
right-of-use assets, long term trade receivables and deposits.
Revenue from one major customer amounted to $23,321,000 (2018: $30,696,000), arising from revenue by the
WIN and NI segments (2018: WIN and NI segments).
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 129
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The Group and the Company are exposed to financial risks arising from its operations and the use of financial
instruments. The key financial risks include foreign currency risk, interest rate risk, liquidity risk and credit risk.
The board of directors reviews and agrees policies and procedures for the management of these risks. The audit
and risk management committee provides independent oversight to the effectiveness of the risk management
process. It is, and has been throughout the current and previous financial year, the Group’s policy that no trading
in derivatives for speculative purposes shall be undertaken.
The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned
financial risks and the objectives, policies and processes for the management of these risks.
The Group has transactional currency exposures arising from sales or purchases that are denominated in a
currency other than the respective functional currencies of Group entities. The foreign currencies in which these
transactions are denominated are mainly US dollar and Euro. Approximately 20% (2018: 20%) of the Group’s
turnover and 56% (2018: 56%) of the Group’s purchases are denominated in foreign currencies.
The Group and the Company also hold cash and cash equivalents denominated in foreign currencies for working
capital purposes. At the balance sheet date, such foreign currency balances amount to $2,069,000 (2018:
$6,471,000) and $652,000 (2018: $5,664,000) for the Group and the Company respectively.
The Group uses forward currency contracts to mitigate the currency exposures on transactions in excess
of $100,000 for which payment is anticipated more than one month after the Group has entered into a firm
commitment for a sale or purchase. The forward currency contracts must be in the same currency as the hedged
item. It is the Group’s policy not to enter into forward currency contracts until a firm commitment is in place.
It is the Group’s policy to negotiate the terms of the hedge derivatives to match the terms of the hedged item
to maximise hedge effectiveness.
The Group is also exposed to currency translation risk arising from its net investments in foreign operations.
These investments are not hedged as the respective currency positions are considered to be long-term in nature.
130 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The following table demonstrates the sensitivity to a reasonably possible change in the US dollar, AU dollar
and Euro exchange rates (against SGD), with all other variables held constant, of the Group’s profit before tax.
Group
2019 2018
$’000 $’000
US dollar –
– Strengthened 3% (2018: 3%) 1,094 1,043
– Weakened 3% (2018: 3%) (1,094) (1,043)
AU dollar –
– Strengthened 3% (2018: 3%) 6 74
– Weakened 3% (2018: 3%) (6) (74)
Euro –
– Strengthened 5% (2018: 5%) 43 75
– Weakened 5% (2018: 5%) (43) (75)
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial
instruments will fluctuate because of changes in market interest rates. The Group’s and the Company’s exposure
to interest rate risk arises primarily from cash and cash equivalents and borrowings.
The Group’s policy is to obtain the most favourable interest rates available without increasing its foreign currency
exposure.
Information relating to the Group’s interest rate exposure is also disclosed in the notes to the financial statements.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 131
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on interest
income from cash assets placed with banks with all other variables held constant, of the Group’s profit before
tax.
Group
Increase/
(decrease) Effect on profit
basis points before tax
$’000
2019
US dollar bank placements (100) (11)
AU dollar bank placements (100) (1)
Euro bank placements (100) –
Singapore dollar bank borrowings (100) 165
2018
US dollar bank placements (100) (20)
AU dollar bank placements (100) (11)
Euro bank placements (100) (1)
Singapore dollar bank borrowings (100) 55
Liquidity risk
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations
due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from
mismatches of the maturities of financial assets and liabilities.
132 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The principal method the Group uses to manage liquidity risk arising from financial liabilities is maintaining an
adequate level of cash and cash equivalents and committed stand-by credit facilities with banks. The Group’s
objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit
facilities.
The table below analyses the Group’s financial assets and liabilities and certain derivative financial instruments
that will be settled on a gross basis into relevant maturity groupings based on the remaining period at
reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual carrying
undiscounted cash flows. Balances due within 12 months approximate their carrying amounts as the impact of
discounting is insignificant.
2019 2018
1 year or 1-5 >5 1 year or 1-5 >5
less years years Total less years years Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Group
Financial assets:
Trade receivables 63,528 415 – 63,943 59,974 1,687 – 61,661
Other receivables and deposits
(excluding advances to
suppliers, staff advances,
prepayments and tax
recoverable) 1,800 58 – 1,858 2,665 40 – 2,705
Cash and cash equivalents 10,745 – – 10,745 18,028 – – 18,028
Fixed deposits 2,259 – – 2,259 3,528 – – 3,528
Derivative financial instruments
– Forward currency contracts 6,732 – – 6,732 3,453 – – 3,453
Total undiscounted financial
assets 85,064 473 – 85,537 87,648 1,727 – 89,375
Financial liabilities:
Trade payables 38,592 – – 38,592 32,146 – – 32,146
Other payables and accruals
(excluding withholding tax
payables) 7,371 – – 7,371 11,465 – – 11,465
Borrowings 16,542 – – 16,542 5,509 – – 5,509
Lease liabilities 652 1,399 2,602 4,653 – – – –
Derivative financial instruments
– Forward currency contracts 6,814 – – 6,814 3,487 – – 3,487
Total undiscounted financial
liabilities 69,971 1,399 2,602 73,972 52,607 – – 52,607
Total net undiscounted financial
assets/(liabilities) 15,093 (926) (2,602) 11,565 35,041 1,727 – 36,768
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 133
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
2019 2018
1 year or 1-5 >5 1 year or 1-5 >5
less years years Total less years years Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Company
Financial assets:
Trade receivables 21,536 415 – 21,951 17,832 1,687 – 19,519
Other receivables and deposits
(excluding advances to
suppliers, prepayments and
tax recoverable) 64 – – 64 131 – – 131
Amounts due from subsidiaries 26,722 – – 26,722 21,113 – – 21,113
Cash and cash equivalents 3,112 – – 3,112 6,531 – – 6,531
Fixed deposits – – – – 2,467 – – 2,467
Derivative financial instruments
– Forward currency contracts 6,732 – – 6,732 3,453 – – 3,453
Total undiscounted financial
assets 58,166 415 – 58,581 51,527 1,687 – 53,214
Financial liabilities:
Trade payables 13,398 – – 13,398 11,704 – – 11,704
Other payables and accruals 4,053 – – 4,053 5,257 – – 5,257
Amounts due to subsidiaries 163 – – 163 2,273 – – 2,273
Borrowings 16,542 – – 16,542 5,509 – – 5,509
Lease liabilities 160 410 2,603 3,173 – – – –
Derivative financial instruments
– Forward currency contracts 6,814 – – 6,814 3,487 – – 3,487
Total undiscounted financial
liabilities 41,130 410 2,603 44,143 28,230 – – 28,230
Total net undiscounted financial
assets/(liabilities) 17,036 5 (2,603) 14,438 23,297 1,687 – 24,984
The table below shows the contractual expiry by maturity of the Company’s contingent liabilities.
2019 2018
1 year or 1-5 >5 1 year or 1-5 >5
less years years Total less years years Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Company
Financial guarantees in
relation to contracts 2,786 219 1,125 4,130 3,505 715 941 5,161
134 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default
on its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and other
receivables. For other financial assets (including cash and cash equivalents and derivatives), the Group and the
Company minimise credit risk by dealing exclusively with high credit rating counterparties.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased
credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’s
policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to
bad debts is not significant.
The Group considers the probability of default upon initial recognition of asset and whether there has been a
significant increase in credit risk on an ongoing basis throughout each reporting period.
The Group has determined the default event on a financial asset to be when the counterparty fails to make
contractual payments, within 365 days when they fall due, which are derived based on the Group’s historical
information.
To assess whether there is a significant increase in credit risk, the Group compares the risk of a default occurring
on the asset as at reporting date with the risk of default as at the date of initial recognition. The Group considers
available reasonable and supportive forward-looking information which includes the following indicators:
– Actual or expected significant adverse changes in business, financial or economic conditions that are
expected to cause a significant change to the customer’s ability to meet its obligations;
– Significant changes in the expected performance and behaviour of the customer, including changes in
the payment status of customer in the Group and changes in the operating results of the customer.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 135
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 365
days past due in making contractual payment.
The Group determined that its financial assets are credit-impaired when:
– It is becoming probable that the debtor will enter bankruptcy or other financial reorganisation; or
The Group categorises a loan or receivable for potential write-off when a debtor fails to make contractual
payments and in significant financial difficulties. Financial assets are written off when there is no reasonable
expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group. Where loans
and receivables have been written off, the company continues to engage enforcement activity to attempt to
recover the receivable due. Where recoveries are made, these are recognised in profit or loss.
The following are credit risk management practices and quantitative and qualitative information about amounts
arising from expected credit losses for each class of financial assets.
The Group provides for lifetime expected credit losses for all trade receivables and contract assets using a
provision matrix. The provision rates are determined based on the Group’s historical observed default rates
analysed in accordance to days past due by grouping of customers based on geographical region. The loss
allowance provision as at 31 December 2019 is determined as follows, the expected credit losses below also
incorporate forward-looking information such as forecast of economic conditions and expected inflation rates.
Summarised below is the information about the credit risk exposure on the Group’s trade receivables and
contract assets using provision matrix, grouped by geographical:
(i) Singapore
Trade receivables
Days past due
Contract Less than More than
31 December 2019 Assets Current 90 days 90 days Total
$’000 $’000 $’000 $’000 $’000
Gross carrying amount 14,561 8,088 4,768 9,905 37,322
Loss allowance provision – 340 – 165 505
136 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Trade receivables
Days past due
Contract Less than More than
31 December 2018 Assets Current 90 days 90 days Total
$’000 $’000 $’000 $’000 $’000
Gross carrying amount 15,065 9,229 5,540 4,717 34,551
Loss allowance provision – 2 26 228 256
Trade receivables
Days past due
Contract Less than More than
31 December 2019 Assets Current 90 days 90 days Total
$’000 $’000 $’000 $’000 $’000
Gross carrying amount 27,654 22,163 5,653 15,244 70,714
Loss allowance provision 2,094 13 51 1,724 3,882
Trade receivables
Days past due
Contract Less than More than
31 December 2018 Assets Current 90 days 90 days Total
$’000 $’000 $’000 $’000 $’000
Gross carrying amount 20,619 21,511 10,847 8,931 61,908
Loss allowance provision – 12 126 407 545
Information regarding loss allowance movement of trade receivables are disclosed in Note 9.
During the year, the Group wrote-off $81,000 (2018: $83,000) of trade receivables as the Group does not expect
to receive future cash flows from and there are no recoveries from collection of cash flows previously written off.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 137
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The Group determines concentrations of credit risk by monitoring the country and industry sector profile of its
trade receivables on an on-going basis. The credit risk concentration profile of the Group’s and the Company’s
trade receivables at the balance sheet date are as follows:
Customers’ profile
By country
Group Company
% of total trade
receivables 2019 2018 2019 2018
≥ 25 Singapore Singapore and Singapore Singapore
Malaysia
By industry
Group Company
2019 2018 2019 2018
$’000 % of total $’000 % of total $’000 % of total $’000 % of total
Telecommunications 37,419 59 42,316 71 15,700 73 14,746 83
Government agencies 14,054 22 6,116 10 1,764 8 779 4
Media and broadcasting 1,507 2 1,599 3 133 1 151 1
Financial institutions 1,916 3 2,116 4 1,750 8 1,697 10
Multi-industry conglomerates 3,302 5 2,486 4 1,428 6 195 1
Hospitality 1,930 3 1,855 3 629 3 5 –
Others 3,400 6 3,486 5 132 1 259 1
63,528 100 59,974 100 21,536 100 17,832 100
– 55% (2018: 56%) of the Group’s trade receivables in Malaysia (2018: Malaysia) are due from a reputable
telecommunication service provider; and
– 36% (2018: 37%) of the Group’s trade receivables are due from 3 major customers in the Telecommunication
industry.
138 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The Group categorises fair value measurement using a fair value hierarchy that is dependent on the
valuation inputs used as follows:
Level 1 – Quoted prices (unadjusted) in active market for identical assets or liabilities that the Group can
access at the measurement date,
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly, and
Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the
same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The following table shows an analysis of each class of assets and liabilities measured at fair value at the
end of the reporting period:
Group
Quoted prices in
active markets Significant
for identical Significant other unobservable
instruments observable inputs inputs Total
(Level 1) (Level 2) (Level 3)
$’000 $’000 $’000 $’000
At 31 December 2019
Financial liabilities
Derivatives – Forward currency
contracts – 82 – 82
At 31 December 2018
Financial liabilities
Derivatives – Forward currency
contracts – 34 – 34
Derivatives
Forward currency contracts are valued using a valuation technique with market observable inputs. The
most frequently applied valuation techniques include forward pricing, using present value calculations.
The models incorporate various inputs including the credit quality of counterparties, foreign exchange
spot and forward rates and forward rate curves.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 139
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
(d) Assets and liabilities not measured at fair value, for which fair value is disclosed
There are no assets and liabilities not measured at fair value at 31 December 2019 and 2018 but for
which fair value is disclosed.
(e) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are
reasonable approximation of fair value
Cash and cash equivalents (Note 28), trade receivables (Note 9), other receivables and deposits (Note 10),
amount due from/(to) subsidiaries (Note 11), trade payables (Note 12), other payables and accruals
(Note 13) and short-term borrowings (Note 15).
The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values
as they are short-term in nature, market interest rate instruments.
(f) Fair value of financial instrument classes that are not carried at fair value and whose carrying amounts are not
reasonable approximation of fair value
There are no financial instruments that are not carried at fair value and whose carrying amounts are not
reasonable approximation of fair value.
36. DERIVATIVES
Group
2019 2018
$’000 $’000
Contract/ Contract/
notional notional
amount Assets Liabilities amount Assets Liabilities
Forward currency contracts 6,732 – 82 3,453 – 34
Forward currency contracts are mainly used to hedge the Group’s sales and purchases denominated in US
dollar (2018: US dollar), against SGD for which firm commitments existed at the balance sheet date, extending
to April 2020 (2018: February 2019).
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating
and healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes
during the years ended 31 December 2019 and 31 December 2018.
140 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The
Group’s policy is to keep the gearing ratio less than 50%. The Group includes within net debt, only loans and
borrowings, less cash and cash equivalents. Capital refers to equity attributable to the equity holders of the
Company.
Group
2019 2018
$’000 $’000
Borrowings (Note 15) 16,500 5,500
Less: Cash and cash equivalent (Note 28) (12,914) (21,463)
Net debts/(cash) 3,586 (15,963)
Capital:
Equity attributable to equity holders of the Company 63,764 66,667
Gearing ratio 5% –
Retirement plans
Nera (Thailand) Limited and P.T. Nera Indonesia have unfunded, non-contributory defined benefit retirement
plans while Nera (Philippines), Inc. has funded, non-contributory defined benefit plans covering all their qualified
employees. The provision for post-employment benefits is based on the calculation of an independent actuary,
using the “Projected Unit Credit” method, and is in pursuant of Republic Act 7641 in Philippines, Labor Law
No. 13/2003 in Indonesia, and Legal Severance Pay Law in Thailand. The Group’s latest actuarial valuation
reports are dated 31 December 2019.
The retirement plan for Nera (Philippines), Inc. requires contributions to be made to separately administered
funds. The funds are administered by a local bank. Subject to the specific instructions provided by the company
in writing, the company directs the local bank to hold, invest, and reinvest the funds and keep the same invested,
in its sole discretion, without distinction between principal and income in, but not limited to, certain investments
in unit investment trust fund.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 141
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Nera (Thailand) Limited and P.T. Nera Indonesia have an award in a form of cash award during active employment
for employees who has completed certain years of services.
The amount included in the consolidated balance sheet arising from the Group’s obligation in respect of its
defined benefit plans is as follows:
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Philippines plan
2019 2018
$’000 $’000
At 1 January 247 265
Contributions by employer – –
Benefits paid (1) –
Interest income 20 18
Remeasurement gains/(losses):
Return on plan assets 8 (26)
Effect of asset ceiling 66 (2)
Exchange differences 5 (8)
At 31 December 345 247
The fair values of the plan assets by each class as at the end of the reporting period are as follows:
2019 2018
$’000 $’000
Investments in unit investment trust fund (“UITF”) – Philippines plan 345 247
Investments in UITF are ready-made investments that allow the pooling of funds that are managed by a local
bank.
The plan asset’s carrying amount approximates its fair value since these are marked-to-market.
The cost of defined benefit pension plans as well as the present value of the pension obligation is determined
using actuarial valuations. The actuarial valuation involves making various assumptions. The principal assumptions
used in determining pension for the defined benefit plans are shown below:
2019 2018
Discount rates:
Philippines plan 4.04% 7.70%
Thailand plan 1.94% 3.25%
Indonesia plan 8.00% 8.40%
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
2019 2018
% %
Mortality rate
Philippines plan The 2001 CSO Table The 2001 CSO Table
The sensitivity analysis below has been determined based on reasonably possible changes of each significant
assumption on the defined benefit obligation as of the end of the reporting period, assuming if all other
assumptions were held constant:
31 December 2019
Increase/(decrease) Philippines plan Thailand plan Indonesia plan
Discount rates (Actual + 1.00%) – – (69)
(Actual – 1.00%) – – 80
(Actual + 0.50%) (8) (5) –
(Actual – 0.50%) 8 1 –
31 December 2018
Increase/(decrease) Philippines plan Thailand plan Indonesia plan
Discount rates (Actual + 1.00%) (9) – (46)
(Actual – 1.00%) 11 – 56
(Actual + 0.50%) – (1) –
(Actual – 0.50%) – 2 –
The Group has no specific matching strategies between the retirement plan assets and the defined benefit
obligation under the retirement plans.
The average duration of the defined benefit obligation at the end of the reporting period is 13 years (2018: 12
years).
144 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
On 10 January 2020, the Company commenced arbitration proceedings (the “Arbitration”) against
Sandvine Corporation (“Sandvine”), a company incorporated in Ontario, Canada for the sum of US$3.8
million. The Arbitration is in respect of contractual disputes between the Company and Sandvine for the
provision of equipment and services by Sandvine to the Company.
The Company is currently working with the lawyers in connection with the Arbitration, and will take all
necessary steps to enforce and protect its rights.
The Coronavirus outbreak subsequent to the reporting period is expected to impact the business of the
Group. As the situation relating to the spread remains uncertain, it is currently not possible to ascertain
the full financial impact it may have on the financial performance of the Group in FY2020.
The results of FY2018 have been adjusted to reflect the return of dividend by a preference shareholder of a
foreign subsidiary, which was previously reported as revenue. The return of the dividend has been deemed as
a contribution by a preference shareholder of a foreign subsidiary.
The effect of the restatement on the consolidated statement of comprehensive income and the consolidated
statement of cash flows of the Group for the financial year ended 31 December 2018 are summarised below.
As per
previously
stated Adjustments As restated
$’000 $’000 $’000
Consolidated Statement of Comprehensive Income
for the financial year ended 31 December 2018
Revenue 167,528 (1,028) 166,500
Cost of sales (124,588) – (124,588)
Gross profit 42,940 (1,028) 41,912
Distribution and selling expenses (20,380) – (20,380)
Administrative expenses (9,474) (290)* (9,764)
Other expenses (1,663) (146)* (1,809)
Profit from operating activities 11,423 (1,464) 9,959
Finance income 322 – 322
Finance expenses (220) – (220)
Profit before tax 11,525 (1,464) 10,061
Tax (3,771) – (3,771)
Profit after tax 7,754 (1,464) 6,290
Other comprehensive income for the year, net of tax 458 – 458
Total comprehensive income for the year attributable to
owners of the Company 8,212 (1,464) 6,748
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 145
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
As per
previously
stated Adjustments As restated
$’000 $’000 $’000
Earnings per share attributable to owners of the Company
(cents per share)
Basic 2.14 (0.40) 1.74
Diluted 2.14 (0.40) 1.74
* This relates to the processing fee and tax charges on the return of the dividend from the preference shareholder.
The Company entered into a share option agreement with the same preference shareholder on 30 December
2014, pursuant to which the preference shareholder granted the Company an option, exercisable at any time
to purchase the preference shares. The existence of the option was not accounted for in the Company’s
separate financial statements previously. Accordingly, the Company has engaged external valuation expert,
PricewaterhouseCoopers Risk Services Pte Ltd (“PwC”) to perform a valuation of the option and recorded a
derivative financial asset as at 1 January 2018.
The effect of the restatement on the Company’s balance sheet as at 1 January 2018 is summarised below:
As per
previously
Company stated Adjustments As restated
$’000 $’000 $’000
Non-current assets
Derivative financial asset – 1,952 1,952
Equity
Revenue reserve 7,974 1,952 9,926
The option was exercised on 26 December 2018. The fair value of the option as of exercise date was reclassified
as cost of investment in the preference shares of the subsidiary.
146 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
The effect of the restatement on the Company’s balance sheet as at 31 December is summarised below:
As per
previously
Company stated Adjustments As restated
$’000 $’000 $’000
Non-current assets
Investment in subsidiaries 4,668 431# 5,099
Current assets
Amounts due from subsidiaries – non-trade 4,700 977*# 5,677
Equity
Revenue reserve 11,957 1,408 13,365
* This relates to the return of the dividend from the preference shareholder which was held by a subsidiary on behalf of the Company.
# The net amount of $544,000 has been reflected as an adjustment in the Company’s profit for FY2018 being processing fee, tax charges
and changes in fair value in relation to the share option agreement. The difference of $2,000 is due to foreign exchange differences.
The financial statements for the year ended 31 December 2019 were authorised for issue in accordance with
a resolution of the directors on 26 March 2020.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 147
SHAREHOLDINGS
STATISTICS
AS AT 12 MARCH 2020
DISTRIBUTION OF SHAREHOLDINGS
NO. OF NO. OF
SIZE OF SHAREHOLDINGS SHAREHOLDERS % SHARES %
1 – 99 5 0.11 35 0.00
100 – 1,000 183 4.03 161,451 0.04
1,001 – 10,000 2,286 50.40 14,319,017 3.96
10,001 – 1,000,000 2,047 45.13 110,472,958 30.53
1,000,001 AND ABOVE 15 0.33 236,943,539 65.47
TOTAL 4,536 100.00 361,897,000 100.00
SHAREHOLDINGS
STATISTICS
AS AT 12 MARCH 2020
SUBSTANTIAL SHAREHOLDERS
Notes:
1. 193,173,439 shares held by Asia Systems Ltd (“ASL”) are registered in the name of UOB Kay Hian Pte Ltd.
2. Canopus Asia Systems, L.P. (“Canopus”) owns 100% of ASL and is deemed to be interested in all the shares held by ASL in the Company.
3. PGA Partners Ltd (“PGA”) is the general partner of and controls Canopus. PGA is deemed to be interested in the shares held via by ASL.
4. Mr Ashish Jaiprakash Shastry owns all the issued share capital of PGA and he is deemed to be interested in the shares held by ASL.
PUBLIC FLOAT
Based on information available to the Company as at 12 March 2020, approximately 46.15% of the total number of
issued shares of the Company is held in the hands of public, and therefore, Rule 723 of the Listing Manual of the
Singapore Exchange Securities Limited is complied with.
ANNUAL REPORT 2019 NERA TELECOMMUNICATIONS LTD 149
ADDITIONAL INFORMATION ON
DIRECTORS SEEKING RE-ELECTION
Ms Wong Su-Yen will be seeking re-election at the forthcoming Annual General Meeting of the Company (“AGM”) (the
“Retiring Director”). Mr Basil Chan is proposed for appointment as a Director of the Company at the AGM (“New Director”).
Pursuant to Rule 720(6) of the Listing Manual of the SGX-ST, the following is the information relating to the Retiring
Director and New Director as set out in Appendix 7.4.1 to the Listing Manual of the SGX-ST:
Age 49 69
The Board’s comments on The Board of Directors of the Company The Board of Directors of the Company
this appointment (including has considered, among others, the has considered, among others, the
rationale, selection criteria, recommendation of the Nominating recommendation of the Nominating
and the search and Committee and has reviewed Committee and has reviewed and
nomination process) and considered the qualification, considered the qualification, work
work experience and suitability of experience and suitability of Mr Basil
Ms Wong Su-Yen for re-appointment as Chan for re-appointment as Independent
Independent Non-Executive Director of Non-Executive Director of the
the Company. The Board have reviewed Company. The Board have reviewed
and concluded that she possesses the and concluded that he possesses the
experience, expertise, knowledge and experience, expertise, knowledge and
skills to contribute towards the core skills to contribute towards the core
competencies of the Board. competencies of the Board.
Job Title (e.g. Lead ID, AC Independent Non-Executive Director, Chairman of the Audit and Risk
Chairman, AC Member etc.) Chairman of the Board and Nominating Management Committee
Committee and a member of the
Remuneration Committee.
Professional qualifications Ms Wong holds BA (summa cum laude) Mr Chan holds a BSc Econ (Hons) degree
from Linfield College and MBA from majoring in Business Administration
University of North Carolina at Chapel from the University of Wales Institute of
Hill. She is also a Fellow of the Singapore Science and Technology and is a fellow
Institute of Directors. member of the Institute of Chartered
Accountants in England and Wales
and a fellow member of the Institute of
Singapore Chartered Accountants. He is
also a Fellow of the Singapore Institute
of Directors.
150 NERA TELECOMMUNICATIONS LTD ANNUAL REPORT 2019
ADDITIONAL INFORMATION ON
DIRECTORS SEEKING RE-ELECTION
Working experience and 2010-2015 – Chairman Singapore, 2003 – Present Managing Director, MBE
occupation(s) during the past Marsh & McLennan Companies Corporate Advisory Pte Ltd
10 years
2015-2017 – CEO, Human Capital
Leadership Institute
Shareholding interest in No No
the listed issuer and its
subsidiaries
ADDITIONAL INFORMATION ON
DIRECTORS SEEKING RE-ELECTION
Past (for the last 5 years) CEO, Human Capital Leadership Institute Independent Director, SBI Offshore
(2015-2017) Limited (2015-2016)
Present CEO, Bronze Phoenix Pte Ltd Independent Director, AEM Holdings
Limited (2006-present)
Independent Director, Nera
Telecommunications Ltd (2013-present) Independent Director, Grand Banks
Yachts Limited (2011-present)
Independent Director, Yoma Strategic
Holdings Ltd (2015-present) Independent Director, Global Invacom
Group Limited (2012-present)
Independent Director, First Resources
Limited (2019-present) Independent Director, Memories Group
Limited (2017-present)
ADDITIONAL INFORMATION ON
DIRECTORS SEEKING RE-ELECTION
Disclose the following matters concerning an appointment of director, chief executive officer, chief financial officer, chief
operating officer, general manager or other officer of equivalent rank. If the answer to any question is “yes”, full details
must be given.
ADDITIONAL INFORMATION ON
DIRECTORS SEEKING RE-ELECTION
ADDITIONAL INFORMATION ON
DIRECTORS SEEKING RE-ELECTION
ADDITIONAL INFORMATION ON
DIRECTORS SEEKING RE-ELECTION
03 CHAIRMAN’S STATEMENT
05 CEO’S STATEMENT
06 GEOGRAPHICAL PRESENCE
07 CORPORATE INFORMATION
08 BOARD OF DIRECTORS
12 SENIOR MANAGEMENT
13 FINANCIAL HIGHLIGHTS
14 BUSINESS SEGMENTS
16 SUSTAINABILITY REPORT
66 FINANCIAL STATEMENTS