SHAPING OUR JOURNEY TEMASEK REVIEW 2009 - www.temasek.com.sg

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SHAPING OUR JOURNEY TEMASEK REVIEW 2009 - www.temasek.com.sg
SHAPING OUR

                     TEMASEK REVIEW 2009
                                           JOURNEY
                                           TEMASEK REVIEW 2009

                     Shaping Our Journey

www.temasek.com.sg
SHAPING OUR JOURNEY TEMASEK REVIEW 2009 - www.temasek.com.sg
Cover

Mt Kinabalu
Keeping safe as one team
SHAPING OUR JOURNEY TEMASEK REVIEW 2009 - www.temasek.com.sg
Our Journeys of Discovery
Progress is made when man journeys across
unexplored seas, scales impossible mountains,
and reaches deep within to know courage
in fear.

In Temasek, we too make our journeys of ideas
and discovery through uncharted time and
space, growing with our people, breaking new
grounds, and above all, knowing our goal is
to bring everyone home safely.

Last April, breaking away for a refreshing
challenge, 21 of our colleagues, rookies and
experienced mountaineers, scaled Mt Kinabalu
in East Malaysia. At over 13,000 ft, this is
Southeast Asia’s tallest mountain. In the
process, they raised over S$200,000 to
support educational causes.

Taking a leaf from this achievement,
nine colleagues set out this July to climb
Mt Kilimanjaro in Tanzania, Africa, after some
two months of hard training. They raised over
S$300,000 with their 19,000 ft climb, this time
for the Make-a-Wish Foundation (Singapore)
to support more than 100 children with
life-threatening illnesses.

Drawing on untested reserves from within
as they battled altitude sickness and the
sub-zero cold, each team succeeded by working
together, planning meticulously, and supporting
each other along the way. They epitomise the
spirit of excellence and community in Temasek.

The photographs in this review were
taken by our colleagues during their
mountaineering adventures.
SHAPING OUR JOURNEY TEMASEK REVIEW 2009 - www.temasek.com.sg
2        Temasek Review 2009

Shaping Our Journey
It has been a 35-year journey for Temasek
since our founding on 25 June 1974.

Like Singapore, we embarked on a persistent
search for practical solutions, a patient building
of an institution, and an accumulation of talent
as we walked to make our own path, feeling
the stones as we crossed rivers.

Our journey has been driven by a constant hunger
and passion to learn and relearn, to think and to
do, to build and rebuild, and ultimately to find
solutions with tomorrow very clearly in our minds.

Our tomorrow is a continuing journey to build a
shared future embracing all creeds and colours,
which we shape together with the steps we
choose to take today.

                                                     Flourish
                                                     People are the heartbeat of Temasek’s
                                                     growth globally. The symbolic rendition of people
                                                     in ‘tree-form’ signifies our growth and continuity,
                                                     connoting teamwork and symbolising
                                                     flourishing abundance.
SHAPING OUR JOURNEY TEMASEK REVIEW 2009 - www.temasek.com.sg
TEMASEK REVIEW 2009                 3

CONTENTS

TEMASEK @ 35                                  4   SHAPING our INSTITUTION            38
                                                  Governance Framework               40
                                                  Our Board of Directors             44
                                                  Risk Framework                     46
YEAR IN REVIEW                                6
                                                  Our Leadership                     51
                                                  Compensation Framework             52
                                                  Our Team                           54
FROM our CHAIRMAN                             8

                                                  shaping our ideas                  56
PORTFOLIO HIGHLIGHTS                         14   Engaging Friends                   58
                                                  Temasek International Panel        60
Portfolio by Geography, Sector & Liquidity   16
                                                  Temasek Advisory Panel             61
Portfolio Value since Inception              18
Total Shareholder Return                     19
Wealth Added                                 20
                                                  building a shared future	          62
                                                  Strengthening our Community Care   64
GROUP FINANCIAL SUMMARY                      22   Touching Lives                     68
Statement by Auditors                        24
Statement by Directors                       25
Group Financial Highlights                   26
                                                  MAJOR PORTFOLIO companies          70
Group Income Statements                      28
Group Balance Sheets                         29
Group Cash Flow Statements                   30
Group Statements of Changes in Equity        31
                                                  Our contact points	                78

SHAPING OUR PORTFOLIO                        32
Investment Highlights                        35
Investment Framework                         37
Investment Outlook                           37
SHAPING OUR JOURNEY TEMASEK REVIEW 2009 - www.temasek.com.sg
4       Temasek Review 2009

 Temasek @ 35

“We draw sustenance not only from the region but also from the
  international economic system to which we belong and which will
  be the final arbiter of whether we prosper or decline.”
                                                 S Rajaratnam
                                                 Singapore Foreign Minister
                                                 Address to the Singapore Press Club
                                                 6 February 1972

 The success of Temasek Holdings is closely      Many of our core portfolio companies are
 intertwined with Asia and the global economic   interwoven with Singapore’s economic fabric,
 system through its 35 years of history.         benefitting from as well as contributing to
                                                 Singapore’s economic survival, progress
 Seeded initially by the Singapore Government    and prosperity. They were rooted in the
 with an eclectic mix of 35 companies, from      developments of post-independence Singapore.
 a detergent maker to a bird park, Temasek       Sembcorp Marine found footing at the old naval
 also took over companies such as SingTel,       dockyard facilities left behind by the British
 PSA International and SingPower, when           forces when they withdrew from Singapore,
 the Government decided in the early 1990s       while Singapore Airlines was spun out when
 to corporatise and devolve responsibility for   Malaysia-Singapore Airlines was separated
 telecommunications, ports, and electricity      into two national carriers.
 infrastructure and services.
                                                 Just as Temasek drew its strengths from a
 Temasek has grown and transformed with          modernising Singapore in the early years, the
 Singapore, and pulses with the heartbeat        economic integration of Asia with the global
 of Asia.                                        market over the last two decades has opened
                                                 up new vistas of opportunities for our portfolio
                                                 companies, and also for ourselves as investors.
  We aim to create and deliver
                                                 Our direct investments over the last decade
  sustainable long-term value for                have been centred on four themes:
  our stakeholders as an active
                                                 •   Transforming economies
  investor and shareholder of                    •   Growing middle class
  successful enterprises                         •   Deepening comparative advantages
                                                 •   Emerging champions
SHAPING OUR JOURNEY TEMASEK REVIEW 2009 - www.temasek.com.sg
TEMASEK @ 35                                      5

We invest in a broad spectrum of industries.           We succeed because we draw sustenance and
Banking & financial services, transport & logistics,   support from our community. In return, we have
and infrastructure are industries which mirror the     a commitment to contribute to the progress and
transformation of economies, while we track            well-being of our community.
the demands of a growing middle class through
sectors such as real estate, telecommunications        Since 2003, we have given substance to this
& media, bioscience & healthcare, and education,       commitment, by setting aside a share of our
consumer & lifestyle. Energy & resources,              returns for each year of positive Wealth Added to
engineering, as well as technology are sectors         support community programmes. Donations
with value-driven comparative advantages or            from these community provisions included an
transformational potential.                            endowment of S$500 million to the Temasek
                                                       Trust in 2007 to launch Temasek Foundation for
We finance our investments from divestment             community programmes in Asia. More recently,
proceeds, dividends from our portfolio                 to mark our 35th anniversary, we gifted another
companies and commercial leverage.                     S$100 million to the Temasek Trust, this time
                                                       to support Temasek Cares for community
                                                       programmes in Singapore.

 16%                                                   More than our institutional commitment,
                                                       we are proud of the volunteer spirit of our 380
                                                       employees. Coming from diverse cultures and
 Total Shareholder Return
 compounded annually since inception                   24 countries, they volunteer their time, energy
                                                       and heart for the community in Singapore and
                                                       across the world. With their tireless support
Through the years, Temasek has both divested           for the less advantaged and their passion for
and invested in companies, patiently reshaping         personal excellence and commitment to deliver,
its portfolio. Today, over 70% of our underlying       they epitomise the spirit of Temasek, as
portfolio exposure is to Asia, including               individuals and as one team.
Singapore. Most of our portfolio companies
are thriving Singapore and Asia blue chips.

We aim to create and deliver sustainable
long-term value for our stakeholders as an
active investor and shareholder of successful
enterprises. Our Total Shareholder Return
since inception is a healthy 16%
compounded annually.
SHAPING OUR JOURNEY TEMASEK REVIEW 2009 - www.temasek.com.sg
6                 Temasek Review 2009

YEAR IN REVIEW

Beginning with the collapse of Bear Stearns in March 2008,
and ending with the sharp market lows of March 2009, it has
been an unprecedented year of financial and liquidity stress
particularly in the US and Europe. Amidst the ensuing global
turbulence, we adopted a cautious stance, strengthened our
portfolio, and invested in our people and institution.

Portfolio Value                                         Shareholder Return                                            Group Financial Highlights
Our portfolio retracted three                           Our Total Shareholder Return                                  We delivered a group net
years in value to S$130 billion                         (TSR) since inception is                                      profit of S$6 billion.
as at 31 March 2009.                                    more than 16% compounded
                                                        annually, by both market
                                                        value (MV) and shareholder
                                                        funds (SHF).

Portfolio Value (S$b)                                   One-year TSR (%)                                                                                  (S$b)
                                                        46

                                                                                                28
                             185                                   24 27                             25               Revenue                                 80
                       164                                   16                                           17
                                                                                      15                              Net profit attributable
                                                                                           12
                 129               130                                     7                                          to equity holder                         6
           103                                                                 09                              09
    90                                                  04 05 06 07 08                04 05 06 07 08

                                                                                                               (18)

                                                                               (30)
    04 05 06 07 08 09                                   By MV                         By SHF
                                         As at 31 Mar                                 For year ended 31 Mar                               For year ended 31 Mar 09

S$          130b
Portfolio down 30% in value
                                                        -18%
                                                        One-year TSR by shareholder funds
                                                                                                                      S$ b   6
                                                                                                                      Group net profit

    Page                                                Page                                                          Page

    18      For more information                        19        For more information                                27     For more information
SHAPING OUR JOURNEY TEMASEK REVIEW 2009 - www.temasek.com.sg
YEAR IN REVIEW                                                     7

Investments                                    Our Team                                                                Our Community
Divestments exceeded                           We reaffirmed our core                                                  We launched Temasek Cares
investments as we adopted                      values as we continued                                                  on 25 June 2009 to support
a cautious stance.                             to learn and build a                                                    the needy and rebuild lives
                                               diverse team.                                                           in Singapore.

                                    (S$b)      Staff Origin (%)
                                                                                                                       • S$100 million was gifted for
                                                                                                                         Temasek Cares via Temasek Trust
Investments                              9          8         19        27        31        34        36               • Temasek Foundation expanded
                                                                                                                         its outreach from five to
Divestments                             16
                                                                                                                         11 countries in Asia
                                                    92        81        73        69        66        64
                                                                                                                       • Our TOUCH volunteers
                                                                                                                         supported chef training under
                                                                                                           Other         the Yellow Ribbon Project
                                                                                                           Countries
                                                                                                                         reintegration programme
                                                                                                           Singapore

                                               04        05        06        07        08        09
                    For year ended 31 Mar 09                                                           As at 31 Mar

S$ b   7
Net divestments
                                               380 people
                                               The Temasek team
                                                                                                                       S$     100m
                                                                                                                       Contribution for Temasek Cares

Page                                           Page                                                                    Page

35     For more information                    54        For more information                                          64     For more information
SHAPING OUR JOURNEY TEMASEK REVIEW 2009 - www.temasek.com.sg
8           Temasek Review 2009

FROM
our CHAIRMAN

On 25 June this year, Temasek turned 35. We published
our first Temasek Review five years ago.

During the five years since March 2004, we                        Returns to our Shareholder
made S$90 billion of new investments and                          Our Value-at-Risk (VaR) as reported in our
divested S$56 billion of assets. Our portfolio                    previous Review had been a volatile S$40 billion 1
value grew from S$90 billion to S$130 billion.                    as at 31 March 2008. With the sharp corrections
                                                                  in the capital markets, our portfolio retraced its
In the process, we proportionately reduced our                    value by about three years to S$130 billion at
underlying exposure to Singapore and the OECD                     the market lows of 31 March 2009.
economies from over 80% to just over 50%,
even as we held steady in value our underlying                    The 10 largest Singapore-listed companies in
exposure to Singapore.                                            our portfolio accounted for S$30 billion of the
                                                                  total value decline of S$55 billion, while the
As at 31 March 2009, our Singapore exposure                       10 largest non-Singapore listed investments
was 31% with rest of Asia at 43%. OECD                            accounted for S$18 billion.
economies account for just over 20% of our
portfolio, primarily in Australia. We have also

                                                                        56b
added an emerging 4% exposure to new
markets such as Latin America and Russia.
                                                                   S$
                                                                   Divestments since 2004

    S$   90b                                                      Over the last five years, our Total Shareholder
                                                                  Return (TSR) on a marked-to-market basis was
    Investments since 2004
                                                                  6% compounded annually, while our TSR by
                                                                  shareholder funds was 11%. These medium-
The growth and composition of our portfolio                       term TSRs were impacted by a 30% fall in our
reflect the transformation of Singapore and Asia.                 one-year TSR by market value and a one-year
Companies in our portfolio include Singapore                      decline of 18% in our TSR by shareholder funds.
blue chips such as Singapore Airlines, and
emerging champions in Asia such as Bharti                         Our TSRs since inception by both shareholder
Airtel, China Construction Bank and Bank                          funds and market value held steady at 16%.
of China.                                                         Our 20-year and 30-year TSRs by market value
                                                                  were stable at 13% and 16% respectively.
Despite a year of extreme volatility, we are
confident that we have a robust portfolio for
the long term.

1   This means a 16% probability that Temasek’s portfolio value
    will decline by S$40 billion or more on a marked-to-market
    basis by 31 March 2009.
FROM OUR CHAIRMAN                                   9

We delivered a negative Wealth Added (WA)          Against the backdrop of a global credit crunch,
of S$68 billion below our risk-adjusted cost       we maintained a steady course, and remained
of capital hurdle on our opening portfolio value   cautiously active on the investment front.
for the last financial year.                       We rebalanced our portfolio with S$9 billion
                                                   of investments and S$16 billion of divestments
Since 31 March 2009, the markets have              during the year.
steadied. For the four months up to 31 July 2009
in S$ terms, the MSCI World Index rebounded        Investments last year included S$3 billion
25%, while MSCI (Asia ex Japan) Index rose         for rights issues in our portfolio companies
42%. Our portfolio value and TSR have              such as Standard Chartered, DBS Group, and
recovered broadly in line with the markets.        CapitaLand. Including subscriptions post
                                                   31 March 2009, we have invested almost
At the bottom line, we delivered a Group net       S$5 billion in the rights issues of our portfolio
profit of S$6 billion compared to a profit of      companies over the last nine months to
S$18 billion in the previous year. This drop in    31 July 2009.
group profit reflected the generally weaker
operating performances of our portfolio            New investments included about S$700 million
companies as well as realised gains and losses     in September 2008 for a sub-5% stake in Hong
from our divestments during the year.              Kong-based Li & Fung, a leading supply chain
                                                   manager for brands and retailers worldwide. In
                                                   July 2009, we also reinvested over S$400 million

      6
                                                   in Olam International, a Singapore-based market

 S$ b                                              leader in the supply chain management of
                                                   agricultural products and food ingredients.
 Group Net Profit
 for year ended 31 Mar 09                          During the year, we completed the long-planned
                                                   divestment of our three power generating
                                                   companies in Singapore. The process attracted
Investment Activities                              bids from Singapore and international players.
From the demise of Bear Stearns in March 2008,     The first was the sale of Tuas Power in March
to the collapse of Lehman Brothers and the US      2008 to SinoSing Power, a wholly-owned
government rescue of AIG in September 2008,        subsidiary of China Huaneng Group, followed
and the market tremors of March 2009, the          by the September 2008 sale of Senoko Power
global financial turmoil was the worst since the   to Lion Power Holdings, a consortium led by
Great Depression. The ensuing credit contagion     Marubeni Corporation of Japan. The sale of our
was swift and sharp. World trade plunged,          last generating company, PowerSeraya, to YTL
declining 20% in the six months ended March        Power International of Malaysia, was sealed
2009 compared to a year before. Oil prices         in December 2008, and completed in March
plummeted from US$146 a barrel in July 2008        2009. Total proceeds from these divestments
to US$31 in December 2008.                         amounted to just over S$11 billion.
10      Temasek Review 2009

The divestment was the culmination of a            Singapore-based divestments included printing
14-year journey during which we significantly      company SNP Corporation, IT services company
enhanced the value of our assets by working        Singapore Computer Systems, and Singapore
with many stakeholders including the regulator,    Food Industries.
the boards and managements of the power
generating companies and their labour union,
Union of Power & Gas Employees (UPAGE).             Against the backdrop
The thoughtful tenacity of our team through
the different generations speaks well of their      of a global credit crunch,
resilience and their persistent commitment.         we maintained a steady course,
                                                    and remained cautiously active
We are also pleased that each of the three          on the investment front
successful buyers inherited a well-managed
company with a strong balance sheet
and operating within a sustainable                 Building our Institution
regulatory framework.                              Beyond purpose, people and passion, the
                                                   success of an institution also rests on the culture
                                                   we nurture in our people and the discipline we

     16b
                                                   instil through our systems and processes.

 S$                                                A critical building block aimed at fostering
 Divestments                                       an owner mindset among our staff is our
 for year ended 31 Mar 09                          incentive framework which puts the institution
                                                   before the individual, emphasises long term
                                                   over short term, and aligns employee and
Other divestments during the year included         shareholder interests.
our positions in Bank Internasional Indonesia,
Bank of America and China Minsheng Bank.           It has two dimensions – performance hurdles,
Our initial position in Merrill Lynch had been     and time horizons, for short, medium and long-
exchanged into shares in Bank of America in        term payouts. Deferred components are subject
January 2009, when the latter completed an         to market risks with values rising or falling with
offer to buy the former. Our exposure thus         portfolio returns, and a clawback against future
changed from specific Merrill exposures to the     negative Wealth Added.
diversified exposure of Bank of America to the
US economy. The risk-return profile had also
shifted substantially. After considering various    We tested and refined the
factors, a decision was made to divest out of
Bank of America, and redeploy our funds             principles of allocating negative
elsewhere, notwithstanding the expected             bonuses to align our staff to
realised loss.                                      sustainable long-term performance
FROM OUR CHAIRMAN                                11

While the downturn has been uncomfortable,           the long term, treading carefully and thoughtfully,
it gave us the opportunity to test our framework     thinking and rethinking, testing and retesting.
over the last two years through the negative         While we have no wish to re-invent the wheel,
Wealth Added cycle. We tested and refined the        we have charted our own course with patience
principles of allocating negative bonuses, and       and courage, while drawing experiences
finalised the remaining long-term components         and knowledge from within and outside
of a robust incentive framework to align our staff   the organisation.
to sustainable long-term performance.
                                                     My colleagues and I are encouraged by the
No incentive plan is perfect, and nothing can        Temasek journey. We have been walking to
substitute for values, culture and commitment        make our own paths and byways, keeping the
to the institution. We are gratified that the team   future clearly in our mind, and knowing we can
has shown a willingness to take decisions which      take nothing for granted. We continue to move
have short-term negative impact, in the interest     forward with hope and confidence.
of the larger whole. This augurs well for
our future.
                                                      As we invest and manage
                                                      our portfolio, we continue
 We have stayed the course                            to shape and build our
 and kept the future in our mind                      institution for the long term
 in everything that we have done

                                                     Leadership Continuity
Charting our Waypoints                               In early 2005, our Board instituted an annual CEO
Temasek celebrates its 35 anniversary this
                           th
                                                     succession review to track potential successors
year. The world has evolved since 1974, and          from within and outside Temasek. Charles “Chip”
so have we. We have stayed the course and            Goodyear joined our Board on 1 February 2009,
kept the future in our mind in everything that       and was slated to succeed Ho Ching as CEO with
we have done.                                        effect from 1 October 2009.

We first published our Temasek Charter in            However, in July, both the Board and Chip
2002 as a living document that outlines our          agreed mutually and amicably that it was in the
relationship with our stakeholders. We have          interest of both parties not to proceed with the
reviewed and updated our Charter in conjunction      CEO transition.
with our 35th anniversary.
                                                     The Board and I are pleased that Ho Ching
As we invest and manage our portfolio, we            has agreed to continue her responsibilities as
continue to shape and build our institution for      Executive Director and CEO.
12       Temasek Review 2009

Looking Ahead                                          We will work with our portfolio companies to
The worst of the meltdown risks is behind us.          focus on value preservation and creation.
Extraordinary fiscal and monetary measures
have been set in place by the US and other             Engaging with our Community
governments. These moves have averted                  To mark our 35th anniversary, we donated
extreme meltdown risks, but added the risks            S$100 million in June this year to the Temasek
of inflation and asset misallocations in the           Trust through a deed of gift as an endowment
medium term. The structural issues still need to       for Temasek Cares.
be resolved as deleveraging continues to take
place and demand adjusts to a new base.                Set up as a new charity, Temasek Cares
                                                       supports the underserved in Singapore,
                                                       particularly to train the disadvantaged and their
 We remain optimistic about                            caregivers to be self-reliant, and help rebuild
                                                       lives. This initiative complements the coverage
 Asia’s potential for the long term                    of other non-profit philanthropic organisations
                                                       such as Temasek Foundation and Singapore
                                                       Millennium Foundation that we have sponsored.
Global GDP growth is expected to be weak
in 2009, with a sluggish recovery in 2010.             Our donations come from funds we had set
Uncertainties abound beyond that.                      aside for community contribution during the
                                                       years when we delivered positive Wealth Added.
We remain optimistic about Asia’s potential            Donations to Temasek Trust are reinvested with
for the long term. As Asia continues to make           Temasek on a commingled basis. This reinforces
progress, it will continue to de-risk. We are          the mission for Temasek to deliver sustainable
comfortable to maintain an overweight in Asia,         long-term value, not just for our shareholder,
with a directional portfolio mix of 40:30:20:10.       but also for the wider community.
This means exposure to Asia of 40% or more
(including China at around 20%), keeping               In Appreciation
Singapore at about 30%, maintaining OECD               I am grateful to the many friends and partners,
exposure at 20%, largely via Australia, and            in Singapore and around the world, who have
adding exposure of up to 10% to other                  contributed tremendously to Temasek’s success
geographies such as Latin America, Eastern             and ongoing development.
Europe, the Middle East, and Africa.
                                                       To the past and present members of the Board,
This portfolio mix provides a 50:50 exposure           management and staff, I am thankful for their
between slower growth developed economies              unstinting dedication and commitment to shape
and higher risk emerging economies. We will            and reshape the institution for the future.
exercise full flexibility to shift the weight of our   I wish to thank too the boards, management and
portfolio in dynamic and practical ways in the         staff of our portfolio companies. Through their
short term, while maintaining a balanced risk          leadership and hard work, they have developed
posture for the longer term.                           sustainable and competitive businesses that are
                                                       vital to our collective success.
FROM OUR CHAIRMAN                                        13

I also deeply appreciate the thoughtful                    Temasek Charter
counsel and insightful advice of our Temasek
                                                           Temasek Holdings is an investment
International Panel and the Temasek Advisory
                                                           company managed on commercial principles
Panel. They have provided very useful
                                                           to create and deliver sustainable long-term
perspectives which helped to nuance our
                                                           value for our stakeholders.
thinking and decisions over the years.
                                                           Temasek is an active value-oriented
Finally, I must thank our many stakeholders,
                                                           investor and may increase, reduce or hold
including our shareholder and bondholders as
                                                           its investments in companies or other
well as the broader public, for their interest in
                                                           assets, or pioneer innovative products or
our progress and success. Our engagement
                                                           businesses in order to create and maximise
with them, and the feedback they have
                                                           shareholder value.
provided us, have enriched Temasek and
contributed to our continued progress.
                                                           Temasek is an active shareholder and aims
                                                           to achieve sustainable returns by engaging
                                                           the boards and managements of its portfolio
                                                           companies to:
                                                           • Values
                                                            Foster a deep culture of integrity, meritocracy
                                                            and excellence;
S DHANABALAN                                               • Focus
Chairman                                                    Maintain a clear focus on core competence,
September 2009                                              customer fulfilment, innovation, commercial
                                                            discipline and consistent value creation;
                                                           • Human Capital
                                                            Cultivate high calibre board and management
                                                            leadership, as well as committed and
                                                            responsible employees;
                                                           • Sustainable Growth
                                                            Institutionalise superior business leadership,
                                                            financial discipline, operational excellence and
                                                            sound corporate governance;
                                                           • Strategic Options
                                                            Create strategic options to build significant
                                                            international or regional brands or businesses.

                                                           Temasek is a responsible corporate citizen
                                                           and is committed to contributing part of
                                                           its returns to encourage the growth and
                                                           development of the wider community.
                                                    2009
Mt Kinabalu
Returning home carefully
across treacherous terrain
PORTFOLIO HIGHLIGHTS                         15

                Portfolio by Geography, Sector & Liquidity
                Portfolio Value since Inception
                Total Shareholder Return
                Wealth Added

Portfolio
highlights
The weight of our portfolio is focused on
Asia, tracking its purposeful development as
it betters the lives of its people and continues
to de-risk.
16          Temasek Review 2009

PORTFOLIO BY GEOGRAPHY1 (%)
                                                                                                             (As at 31 Mar)

       Singapore
     	North Asia
      (China, Taiwan, Korea)
      ASEAN
      (excluding Singapore)
     	South Asia
      (India, Pakistan)
     	OECD Economies
      (excluding Korea and Mexico)
      Latin America & Others 2

                                                                                                            (As at 31 Mar)

    Portfolio in 2004                                             Portfolio in 2009

                                               Singapore 52                                               Singapore 31
                                                                           Latin America & Others 2 4

                OECD Economies 2 32                                  OECD Economies 2 22

                                                S$90b                                                S$130b

                                                                       South Asia 7

                  South Asia 1

                               ASEAN 9                                           ASEAN 9

                                 North Asia 6                                             North Asia 27

1   Distribution based on underlying assets.                  2    Mexico is classified under “OECD Economies” in 2004
                                                                   and under “Latin America and Others” in 2009.
PORTFOLIO HIGHLIGHTS                                         17

PORTFOLIO By Sector1 (%)
                                                                                                                (As at 31 Mar)

                                Financial Services 21                                      Financial Services 33

                               Real Estate 6                                             Real Estate 9
                                                                                  Others 3 6
             Life Sciences, Consumer 6
                   & Lifestyle, Others 3                     Life Sciences, Consumer 1
                                                                            & Lifestyle
       Infrastructure, Industrial 10
    & Engineering, Technology 3                                         Technology 3 1

                                                          Infrastructure, Industrial 6
                                                                    & Engineering

                                               2004                                                      2009
                                                                      Energy & 5
        Energy & Resources 7                                         Resources

        Transportation & Logistics 14                       Transportation & Logistics 13

                Telecommunications & Media 36                           Telecommunications & Media 26

PORTFOLIO By Liquidity (%)
                                                                                                                (As at 31 Mar)

                     Other listed & liquid assets 18                          Other listed & liquid assets 34

                 Unlisted assets 20                                 Unlisted assets 28

                                               2004                                                      2009

                Listed large blocs 62                                Listed large blocs 38
                     (>20% share)                                        (>20% share)

3   “Others” and “Technology” are classified separately
    as standalone sectors in 2009.
18            Temasek Review 2009

PORTFOLIO VALUE
SINCE INCEPTION

Seeded in 1974 by the Singapore government                  The market values of our portfolio over the years
with an initial portfolio of 35 companies worth             reflect both the performance of our underlying
S$354 million, or US$134 million, we have                   investments and the effects of external events.
grown with the Singapore economy since the                  For example, the listing of SingTel in 1993
early years. Additional assets such as SingTel,             contributed to the biggest single-year rise in
SingPower and PSA were transferred to                       portfolio value, while the global credit crisis
Temasek in the early 1990s when the                         triggered by the US led to our steepest one-year
Government decided to liberalise the provision              fall last financial year.
of basic telecommunications, power and
port services.                                              The book value of our portfolio declined from
                                                            S$144 billion the year before to S$118 billion,
As at 31 March 2009, our net portfolio market               primarily due to a drop in marked-to-market
value retraced to S$130 billion or US$86 billion,           fair value of available-for-sale investments.
down from S$185 billion a year earlier, and up
from S$90 billion five years ago.

    Value of Temasek’s Portfolio (FY1974 – FY2008)
    (in S$ billion)

    200
                                                                                              Global Financial Crisis
    180
    160
    140
    120
                                                                         Dotcom Peak        Dotcom
    100                                                                                     Correction

     80                                                                                         9/11
                                                       Listing of
     60                                                SingTel
                                                                                                       SARS
     40                                                                                                Epidemic

     20

       0
       741 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09
           December 1                                            March 2

                                                                    Year End Market Value       Year End Book Value
1   First financial year ended in December 1975.           2   Financial year-end was changed from 31 December before
                                                               1993 to 31 March from 1994 onwards.
PORTFOLIO HIGHLIGHTS                                 19

Total Shareholder Return
(For year ended 31 Mar)

Our one-year Total Shareholder Return by market value
for the year ended 31 March 2009 was a negative 29.57%.

We measure Total Shareholder Return (TSR)             TSR by shareholder funds measures the
by market value and by shareholder funds.             compounded annual growth in shareholder
                                                      funds due to the underlying profitability of our
TSR by market value is the compounded annual          portfolio companies and the returns from our
return over a specified period, taking into account   investment activities.
changes in the market value of our portfolio,
dividends we paid, and netting off any new            Our TSR by shareholder funds remains a
capital we receive. For unlisted investments,         robust 16% since inception. Medium-term
we track the movements in shareholder funds           TSRs over five and ten-year periods were
in lieu of market price changes.                      above 10%, reflecting the strong fundamentals
                                                      of our portfolio companies and returns from
Our long-term 20-year and 30-year TSRs                our investments.
remained stable at 13% and 16% respectively,
notwithstanding the short-term volatility. TSR
since inception remained a healthy 16%.

 TSR by Market Value (%)                              TSR by Shareholder Funds (%)
 (Period in years)                                    (Period in years)
 Since                                                Since
 inception                                  16        inception                                       16

 30                                         16        30                                             14

 20                                        13         20                                             14

 10                                    5              10                                        10

 5                                     6              5                                         11

 3                              (2)                   3                                     6

 2                              (14)                  2                              (2)

 1                              (30)                  1                              (18)

                            0                                                    0
20         Temasek Review 2009

WEALTH ADDED

 Wealth Added measures excess returns over hurdle

                                          + Dividend   – Net capital
                                            paid to our    injection
                                            shareholder by our
                                                           shareholder

                                                                         = Total return – Capital
                                                                            to our          Charge
                                                                            shareholder on Opening
                                                                                            Market
 Closing                   = Change                                                        Value
 Market                       in Market
 Value                        Value
                                                                                                 – Change in
                                                                                                    perpetuity value of
                                                                                                    our operating cost

                                                                                                             = Wealth Added

             – Opening
               Market
               Value

                                   Wealth Added = Change in Market Value
                                                + Dividend Paid
                                                – Net Capital Injection
                                                – Capital Charge
                                                – Perpetuity Value of Operating Cost
                                                                                                                              Not to scale

Wealth Added (WA) is the excess returns above                               In computing WA to our shareholder, the
the risk-adjusted cost of capital. Also known                               changes in our recurring operating costs
as economic profit, it factors in the capital                               taken into perpetuity are also accounted for.
employed to produce the returns and the risks
associated with each investment.

The capital employed is the opening market
value of our portfolio at the start of the year,
adjusted for any net capital movements.
PORTFOLIO HIGHLIGHTS                             21

Calculating WA                                                            Illustrative Example:
The total return to the shareholder is the change                         Consider a listed investment with an opening
in the market value of investments, or the                                market value of $1,000, which has risen to
change in book value for unlisted assets, plus                            $1,200 at the end of the year. During the year,
dividends paid to him, adjusted for any net new                           the shareholder received dividends of $40,
capital invested.                                                         and invested $130 of new equity at the end
                                                                          of the year. His risk-adjusted cost of capital
The capital charge is the minimum risk-adjusted                           is 10%.
return that the shareholder expects from the
opening market value of his portfolio at the start                        Thus,
of the year.
                                                                          Total return      ($1,200 - $1,000) + $40 - $130
                                                                                           =
                                                                                           = $110
WA is the total return to a shareholder less the
capital charge.                                                           Capital charge	= 10% cost of capital x $1,000
                                                                                          = $100
                                                                          Wealth Added 	= total return - capital charge
                                                                                         = $10
    Annual Wealth Added 1 (in S$ billion)

     30                                                                   In the following year, the capital charge is
     20       19.2                      19.9
                                                      23.4                calculated on the latest opening market
                                                 15.6
     10                                                                   value of $1,200. Assuming no net capital
                                             7.2
      0                                                                   movements or dividends, the portfolio value
    -10                                                                   must increase by a hurdle of at least $120
        (6.4)                                              (6.3)
    -20                   (10.0)                                          (i.e. 10% of $1,200) to achieve positive WA,
    -30                          (20.2)                                   compared to a capital charge of $100 the
    -40            (30.2)                                                 year before.
    -50
    -60                                                                   Thus, if the market value rises to $1,300 at
    -70                                                                   the end of the following year, with no new
                                                                 (68.1)
    -80                                                                   capital or dividends, the WA would be a
        99 00 01 02 03 04 05 06 07 08 09
                                                                          negative $20, i.e. change in market value less
                                                                          cost of capital charge or ($1,300 – $1,200) –
                                            For year ended 31 Mar
                                                                          (10% x $1,200), even though the market
                                                                          value has increased.
       Cumulative Wealth Added since 1999

1   Prior to 2003, WA was calculated on an aggregate top-down
    basis. From 2003 onwards, WA is calculated on a bottom-up
    basis, and on a monthly hurdle, investment by investment.
Mt Kilimanjaro
Strategising tomorrow’s
summit ascent
GROUP FINANCIAL SUMMARY                 23

                Statement by Auditors
                Statement by Directors
                Group Financial Highlights
                Group Income Statements
                Group Balance Sheets
                Group Cash Flow Statements
                Group Statements of Changes in Equity

GROUP FINANCIAL
SUMMARY
Our group financial summary and highlights
are based on annual statutory financial
statements audited by international audit firms.
24      Temasek Review 2009

STATEMENT
BY AUDITORS

We are the auditors of Temasek Holdings             We conducted our examination in accordance
(Private) Limited (“Temasek”). We have audited      with Singapore Standard on Auditing SSA 800
the statutory consolidated financial statements     – The Independent Auditor’s Report on Special
of Temasek and its subsidiary companies (the        Purpose Audit Engagements. This standard
“Group”) for the financial years ended 31 March     requires that we comply with ethical
2008 and 2009 and have issued unqualified audit     requirements and plan and perform the
reports dated 16 July 2008 and 15 July 2009,        examination to obtain reasonable assurance on
respectively. The audited statutory consolidated    whether the Group Financial Summary is free
financial statements of the Group for the           from material inconsistency with the audited
financial years ended 31 March 2004 to 2007         statutory consolidated financial statements of
were audited by PricewaterhouseCoopers              the Group. Our work included examining, on a
whose auditors’ reports contained                   test basis, evidence supporting the consistency
unqualified opinions.                               of the amounts and disclosures in the Group
                                                    Financial Summary to the audited statutory
Under the Singapore Companies Act,                  consolidated financial statements of the Group.
Chapter 50 (the Act), Temasek is an exempt
private company and is not required to              In our opinion, the Group Financial Summary is
publish its audited statutory consolidated          summarised and presented consistently, in all
financial statements.                               material respects, with the audited statutory
                                                    consolidated financial statements of the Group
Management is responsible for the preparation       from which they are derived.
and presentation of the Group Financial
Summary set out from pages 26 to 31 based
on the audited statutory consolidated financial
statements of the Group for the financial
years ended 31 March 2004 to 2009. The Group
Financial Summary consists of the Group
Financial Highlights, Group Income Statements,      KPMG LLP
Group Balance Sheets, and Group Cash Flow           Public Accountants and
Statements as at and for the financial years        Certified Public Accountants
ended 31 March 2004 to 2009 and Group               Singapore
Statements of Changes in Equity for the financial   15 July 2009
years ended 31 March 2008 and 2009.

Our responsibility is to express an opinion on
whether the Group Financial Summary has been
summarised and presented consistently, in all
material respects, with the audited statutory
consolidated financial statements of the Group
for the financial years ended 31 March 2004
to 2009.
GROUP FINANCIAL SUMMARY   25

STATEMENT
BY DIRECTORS

Our auditors, KPMG LLP, have expressed
unqualified opinions on the audited statutory
consolidated financial statements of Temasek
Holdings (Private) Limited and its subsidiary
companies (the “Group”) for the financial years
ended 31 March 2008 and 2009. Our auditors
for the financial years ended 31 March 2004 to
2007, PricewaterhouseCoopers, have expressed
unqualified opinions on the audited statutory
consolidated financial statements of the Group
for the financial years ended 31 March 2004
to 2007.

On behalf of the directors

S DHANABALAN
Chairman
15 July 2009

HO CHING
Executive Director & Chief Executive Officer
15 July 2009
26                Temasek Review 2009

GROUP FINANCIAL
HIGHLIGHTS1
For year ended 31 Mar

    Profit Margin 2 (%)                        VA/Employment Cost 3
                                24.2                                      3.4
                                                             3.2
                                                                    3.0
                  18.7 18.2                    2.6 2.7                            2.5

    13.1 13.9

                                       9.0

    04 05 06 07 08 09                           04 05 06 07 08 09

    Return on Average Equity 4 (%)             Return on Average Assets 5 (%)
                  15.9                                       9.2          9.5
                                14.1
    12.4
           11.1                                 7.1                 6.8
                                                      6.6
                         8.9

                                                                                  4.3
                                       4.7

    04 05 06 07 08 09                           04 05 06 07 08 09

    Net Debt to Capital 6 (%)                  EBITDA Interest Coverage 7
           21.8                                12.2          11.9         11.5
    19.9                                              10.7
                                                                    9.4
                                16.6
                         14.6                                                     7.7
                                       13.5
                  12.6

    04 05 06 07 08 09                           04 05 06 07 08 09

1    The Group Financial Summary including highlights as set               3     Gross value added per dollar of employment cost.
     out from pages 26 to 31, was prepared and presented based             4     Net profit attributable to equity holder of the company
     on the audited statutory consolidated financial statements of               expressed as a percentage of average shareholder equity.
     the Group for the financial years ended 31 March 2004                 5     Total profit, add back financing cost, expressed as a
     to 2009.                                                                    percentage of average total assets.
2    Profit before exceptional items, expressed as a percentage            6     Net debt expressed as a percentage of the sum of
     of revenue.                                                                 shareholder equity, minority interests and net debt.
GROUP FINANCIAL SUMMARY              27

GROUP INCOME STATEMENTS (IN S$ BILLION)
For year ended 31 Mar                                     2004     2005    2006    2007     2008    2009

Revenue		                                                 56.5      67.5   79.8     74.6    83.3    79.6
Profit before exceptional items                             7.4      9.4    14.9    13.6    20.2      7.2
Net profit attributable to equity holder                    7.4      7.5    12.8     9.1    18.2      6.2

GROUP BALANCE SHEETS (IN S$ BILLION)
As at 31 Mar                                              2004     2005    2006    2007     2008    2009

Total assets                                             180.8     199.1   213.7   242.4   295.5    247.9
Shareholder equity                                        64.5     70.9    90.6    114.0    144.1   118.4
Net debt 8		                                               21.9    26.9     16.7    23.6    33.8     22.1

7   Profit before income tax, finance expenses, depreciation,
    amortisation and impairment loss on property, plant and
    equipment and intangibles, divided by finance expenses.
8   Total debt less cash and cash equivalents.
28        Temasek Review 2009

GROUP INCOME
STATEMENTS

IN S$ MILLION
For year ended 31 Mar                       2004       2005       2006       2007       2008       2009

Revenue                                   56,468     67,520     79,822     74,563     83,284     79,615
Cost of sales                             (37,659)   (43,780)   (53,309)   (49,282)   (53,290)   (57,477)
Gross profit                              18,809     23,740      26,513    25,281     29,994     22,138
Other operating income                     1,482      3,334       7,678     8,370     15,870     16,198
Expenses: Selling & Distribution           (3,559)    (3,939)    (4,086)    (4,278)    (5,197)    (5,042)
               Administrative              (5,722)    (7,003)    (8,040)    (8,104)    (8,619)    (8,068)
               Finance                          –     (2,120)    (2,415)    (2,611)    (3,207)    (2,727)
               Other operating expenses    (3,633)    (4,648)    (4,758)    (5,053)    (8,681)   (15,333)
Profit before exceptional items            7,377      9,364     14,892     13,605      20,160      7,166
Exceptional items                           2,165       404       1,666          –          –          –
Profit after exceptional items             9,542      9,768     16,558     13,605      20,160      7,166
Non-operating items                        1,077           –          –          –          –          –
Finance income                               619           –          –          –          –          –
Finance costs                              (1,724)         –          –          –          –          –
Share of results of associated
companies and partnerships                 1,472       1,410      1,163      (830)      3,187     1,333
Share of results of joint ventures           787       1,037      1,263     1,566       2,182     1,870
Profit before income tax                  11,773     12,215     18,984     14,341     25,529     10,369
Income tax expense                         (2,050)    (1,837)    (2,518)    (1,381)    (3,055)    (1,280)
Profit from continuing operations          9,723     10,378     16,466     12,960     22,474      9,089
Profit from discontinued operations             –         31         67         16          –          –
Total profit                               9,723     10,409     16,533     12,976     22,474      9,089

Attributable to:

Equity holder of the Company               7,365       7,521    12,827       9,112    18,240      6,183

Minority interests                         2,358      2,888      3,706      3,864      4,234      2,906
Total profit for the financial year        9,723     10,409     16,533     12,976     22,474      9,089
GROUP FINANCIAL SUMMARY                          29

GROUP BALANCE
SHEETS

IN S$ MILLION
As at 31 Mar                      2004        2005      2006        2007       2008       2009

Shareholder equity              64,522      70,890    90,630     113,958    144,058    118,398
Minority interests              23,862      25,325     25,412     24,447     25,786    22,555
		                              88,384      96,215    116,042    138,405    169,844    140,953
Property, plant and equipment   61,558      69,268    65,552     65,486      75,302    68,206
Intangibles                     13,543      14,714     14,481     14,805     21,382     19,891
Investments                      27,339     16,976     27,137    34,965      39,513     41,105
Financial assets                      –     13,829     27,529     52,341     73,850    40,234
Investment properties             8,159      7,848      1,817      3,632      5,035      5,331
Properties under development       370        453        518        158        626        759
Other non-current assets         6,488       8,266      9,972     10,446      9,393      9,505
Deferred tax assets               1,645      2,138      1,735      1,628      1,849      1,960
Current assets                  61,695      65,614    64,987      58,979     68,568     60,958
Current liabilities             (45,779)   (50,901)   (52,269)   (45,350)   (66,454)   (42,558)
Net current assets               15,916     14,713     12,718     13,629      2,114     18,400
		                              135,018    148,205    161,459    197,090    229,064    205,391
Non-current liabilities         (46,634)   (51,990)   (45,417)   (58,685)   (59,220)   (64,438)
		                              88,384      96,215    116,042    138,405    169,844    140,953
30       Temasek Review 2009

GROUP CASH FLOW
STATEMENTS

IN S$ MILLION
For year ended 31 Mar               2004       2005      2006        2007      2008      2009

Operating cash flow before
working capital changes           13,936     16,854    18,661      17,557    21,213     14,072
Change in working capital         (2,535)    (4,353)    2,577      2,508        (287)    1,484
Cash generated from operations    11,401     12,501    21,238     20,065     20,926     15,556
Income tax paid                    (1,151)   (1,480)    (1,558)    (1,592)    (1,942)   (1,826)
Net cash inflow from
operating activities              10,250     11,021    19,680     18,473     18,984     13,730
Net cash (outflow)/inflow
from investing activities         (7,701)    (4,765)   (16,509)   (23,344)   (30,431)      95
Net cash inflow/(outflow)
from financing activities          6,770     (4,793)     (238)     2,259     13,277     (6,398)
Net increase/(decrease) in cash
and cash equivalents held          9,319      1,463     2,933      (2,612)    1,830      7,427
GROUP FINANCIAL SUMMARY                            31

GROUP STATEMENTS
OF CHANGES IN EQUITY

IN S$ MILLION
                                                                        Attributable to Equity Holder
                                                                                     of the Company
		Share Capital		 Currency
		 and Other Revenue Translation Minority
		 Reserves Reserves Reserves Interests                                                                             Total

Balance at 1 Apr 2008 		                                             70,917      74,638       (1,497)   25,786    169,844
Net profit for the financial year 		                                        –     6,183            –     2,906      9,089
Others, net 1 		                                                    (25,139)     (3,859)     (2,845)    (6,137)   (37,980)
Balance at 31 Mar 2009 		                                            45,778      76,962      (4,342)    22,555    140,953
Balance at 1 Apr 2007, as previously stated                          57,079      57,383        (504)    24,447    138,405
Effect of adopting FRS 40		                                           (1,231)     1,037            –       32        (162)
Balance at 1 Apr 2007, restated		                                   55,848       58,420        (504)    24,479    138,243
Net profit for the financial year 		                                        –    18,240            –     4,234     22,474
Others, net 1 		                                                     15,069      (2,022)       (993)    (2,927)     9,127
Balance at 31 Mar 2008 		                                            70,917      74,638       (1,497)   25,786    169,844

1   Comprise movements during the financial year including but not limited to:
    – Issuance of ordinary shares;
    – Change in fair value of financial assets;
    – Dividends paid, net of tax;
    – Share of associated companies’ and joint ventures’ reserves; and
    – Currency translation differences.
Mt Kinabalu
Overcoming challenges,
charting the way forward
SHAPING OUR PORTFOLIO    33

                  Investment Highlights
                  Investment Framework
                  Investment Outlook

 Shaping Our
 Portfolio
“The decisive factor is not knowledge
  but the determination and courage
  to act upon it.”

 S Rajaratnam
 Singapore Foreign Minister
 Speech at the Singapore Association for
 the Advancement of Science Seminar
 20 December 1979
34         Temasek Review 2009

Shaping
Our Portfolio

As a long-term investor, we act to enhance sustainable value.
We invest, rationalise, consolidate or divest where it makes sense
and where we can achieve clear shareholder value.

As an owner with a lightly geared balance                  Mindful of a possible downturn since early 2007,
sheet, we have the flexibility of taking                   we have been building up our liquidity steadily
concentrated positions or investing with                   over the last two years. However, we did not
a long or short horizon.                                   anticipate the speed and ferocity of the worst
                                                           global financial crisis since the Great Depression.
We have increased our exposure to Asia since
2002, riding with its deep and long wave of
growth and transformation.                                  We have been building up
Our investments centre around four themes:                  our liquidity steadily over
                                                            the last two years
•   Transforming economies
•   Growing middle class
•   Deepening comparative advantages                       Our immediate priority was to ensure that our
•   Emerging champions                                     portfolio companies were well positioned to ride
                                                           out the crisis, especially in terms of their liquidity
                                                           and financing needs. At the same time, we
                                                           continued to invest cautiously and selectively
                                                           during the year.

    Market Value of Portfolio (S$b)		                      Seven-Year Annualised Returns to Temasek (%)
    (As at 31 Mar 09)		                                    (31 Mar 02 to 31 Mar 09)

             50                                                                   19

                                                                       9
             80

     Investment after end Mar 02       Investment before end Mar 02
SHAPING OUR PORTFOLIO                           35

Investment Highlights                                   divestment of Tuas Power, the sales raised total
During the year ended 31 March 2009, we                 proceeds of just over S$11 billion.
divested S$16 billion of assets. We made
S$9 billion of new investments, of which                The completion of the divestment programme
S$3 billion were into the rights offerings              marked the end of a 14-year journey to fully
of our portfolio companies, such as Standard            liberalise the power generating market in
Chartered, DBS Group and CapitaLand.                    Singapore. The support and cooperation of the
                                                        boards, managements and union of these power
Post March 2009, we further invested over               generating companies contributed significantly
S$1 billion in the rights issues of Bank Danamon,       to the successful outcomes.
Neptune Orient Lines and Chartered
Semiconductor Manufacturing.                            While we took steps to mitigate sector and
                                                        company-specific risks in our portfolio, we also
During the year, we rebalanced our portfolio and        continued to review investment opportunities
fully divested our stakes in Bank Internasional         in various sectors. Of particular interest were
Indonesia, Bank of America, Barclays, China             several companies with the potential to become
Minsheng Bank, E.SUN Financial Holding,                 champions in their respective businesses.
Singapore Food Industries, SCS Computer
Systems and SNP Corporation.                            In September 2008, we invested about
                                                        S$700 million for a sub-5% stake in Li & Fung,
We completed the divestment of our remaining            a global leader in supply chain management for
two power generating companies in Singapore,            brands and retailers worldwide. The company’s
Senoko Power and PowerSeraya to Lion Power              growth, despite the downturn in the retail sector,
Holdings and YTL Power International                    underlines the strength of its business model
respectively. Together with the earlier                 and operations.

    Recapitalisations                     Investments                      Divestments

    S$3b                                  S$9b1                            S$16b

                                                                                   For year ended 31 Mar 09

1   Includes recapitalisations of S$3b.
36       Temasek Review 2009

Value Creation Framework

 Evaluating our                    anaging our
                                  M                                    Maximising our
 Investments                      Portfolio                            Value

     • Value test                    •   Value test                        •   Value test
     • Flexible investment           •   Sound governance                  •   Buy/sell
       stance                        •   Capable leadership                •   Trade/swap
     • Optimise leverage             •   Operational excellence            •   Rationalise/restructure
     • Create optionality            •   Human capital                     •   Co-invest
     • Mitigate risks                •   Competitive strategy              •   Monitor

Consistent with our theme of supporting              In the infrastructure, industrial & engineering
emerging global champions, we reinvested             space, we took a 19.5% stake in ENK of Korea,
in Singapore-based Olam International. The           which supplies cylinders for compressed natural
investment of S$438 million for a 13.8% stake        gas (CNG). ENK is well positioned to benefit
was approved by shareholders in June 2009.           from strong global demand for CNG as markets
Olam has a strong presence in the supply chain       and consumers search for an attractive and
management of agricultural products and              environmentally friendly alternative fuel source.
food ingredients.
                                                     In Brazil, we provided growth capital with a
In keeping with our theme of deepening               15.4% stake in San Antonio International, the
comparative advantages, Temasek holds                leading onshore oilfield service company in
an investment of about S$150 million as of           Latin America.
31 March 2009 in Lung Ming, an independent
iron ore company that owns and operates the
Eruu Gol iron ore mine in Mongolia.
SHAPING OUR PORTFOLIO                          37

Investment Framework                                 Investment Outlook
Our investment framework covers how we               The worst of the meltdown risks is over, though
evaluate and structure our investments, engage       structural issues remain. The decisive fiscal
our portfolio companies, and optimise the            responses by various governments around
risk-adjusted return of our overall portfolio.       the world cushioned the real economy and the
Our decision to hold, invest or divest is based      populace. Going forward, governments still need
on the value test.                                   to address the structural issues of overcapacity
                                                     and excessive leverage. Global recovery is
We have a flexible investment horizon, and           expected to be sluggish.
look to create optionalities for future value. We
mitigate risks in various ways, including bringing   Asia steadied itself and should continue on a
in value-adding partners or structuring downside     steady trajectory of growth for the next decade
protection on our investments.                       or two. Economies like Brazil remain sound,
                                                     though Mexico may see more fallout in the short
                                                     term from its US linkages.
 Our decision to hold, invest
                                                     The expanding middle class continues to present
 or divest is based on the                           good long-term investment prospects in Asia,
 value test                                          Latin America and other economic regions.

                                                     Post-crisis, drivers of long-term secular trends
While we are not involved in the day-to-day          remain valid. Demographics will underpin
operations or commercial decisions of our            urbanisation, industrialisation, demand for
portfolio companies, we engage them as a             resources and environmental awareness, while
shareholder to promote robust governance             politics will drive protectionism or regulatory
and foster a strong culture of excellence            changes either nationally or globally.
and integrity, as well as to build sustainable
competitive advantages, and maximise                 These long-term drivers will inform our
long-term shareholder returns.                       investment posture in the decade ahead.

We remain open to increase, reduce or maintain
our holdings, based on our value test and market
opportunities, regularly reviewing our portfolio
to rebalance our risk-return stance.
Mt Kilimanjaro
Persevering steadily towards
our shared vision
Shaping our Institution     39

               Governance Framework
               Our Board of Directors
               Risk Framework
               Our Leadership
               Compensation Framework
               Our Team

Shaping our
Institution
Beyond purpose, people and passion,
the success of an institution also rests
on the culture we nurture in our people
and the discipline we instil through our
systems and processes.
40        Temasek Review 2009

Governance
Framework

The world has evolved since 1974, and so have we. We have
stayed the course and kept the future in our mind in everything
we have done.

Governance in and of itself does not create                       Neither the President of Singapore nor
or sustain value, but it lays the foundation for                  the Singapore government is involved in
building an institution to create and deliver                     our investment, divestment or other
sustainable long-term value.                                      business decisions.

A robust and pragmatic governance framework                       Relating to Our Shareholder
provides a balance between accountability and                     Incorporated on 25 June 1974, Temasek
responsiveness, between empowerment and                           is a Singapore exempt private company 1
organisational alignment, and between risks                       wholly owned by the Minister for Finance
and returns.                                                      (Incorporated). Subject to the President’s
                                                                  concurrence, our shareholder has the right
We espouse the principles of commercial                           to appoint, remove or renew Board members
discipline, built on a culture of meritocracy,                    at shareholder meetings.
excellence and integrity, and aligned through a
performance incentive framework that reinforces                   We operate under the purview of the Singapore
sustainable long-term value.                                      Companies Act and all other applicable laws and
                                                                  regulations governing companies incorporated
                                                                  in Singapore. Within this regulatory framework,
 Temasek owns and                                                 Temasek operates with full commercial
                                                                  discretion and flexibility, under the direction
 manages its assets on                                            of our Board.
 a commercial basis
                                                                  We provide annual statutory financial statements
                                                                  audited by an international audit firm, as well as
Directed by our Board and management,                             periodic updates to our shareholder. While not
Temasek owns and manages its assets on                            required to release any financial information
a commercial basis. Investment, divestment,                       publicly as an exempt private company, we have
business and commercial decisions are the                         published our group financial summary and
responsibility of our Board and management.                       highlights based on the audited financial
                                                                  statements in our annual Temasek Review
                                                                  since 2004.

1	Under the Singapore Companies Act (Chapter 50), an exempt
 private company has no more than 20 shareholders and no
 corporate shareholder, and is exempted from filing its audited
 financials with the public registry.
Shaping our Institution                                    41

We declare dividends annually to our                            reserves. We will need to seek the President’s
shareholder, balancing cash returns to our                      concurrence before such a situation occurs.
shareholder against reinvestments to sustain
future returns.                                                 Our Chairman and CEO are required to certify
                                                                our Statement of Reserves and Statement of
                                                                Past Reserves to the President on a half-yearly
 We espouse the principles                                      basis as part of our governance discipline.

 of commercial discipline, built                                Thus, the President acts as a check under a
 on a culture of meritocracy,                                   ‘two-key’ concept to safeguard Temasek’s past
 excellence and integrity                                       reserves 3 as a Fifth Schedule Company.

                                                                The President’s concurrence is required for
Relating to the President                                       the appointment, renewal or removal of our
Under the Singapore Constitution, the President                 Board members. The appointment or removal
of the Republic of Singapore has an independent                 of our CEO by our Board is also subject to
role as the elected Head of State to safeguard                  the concurrence of the President. This is
Singapore’s critical assets and past reserves.                  to safeguard the integrity of these key
                                                                appointments involved in directing and
Likewise, Temasek is designated a Fifth                         managing Temasek’s reserves.
Schedule Company 2 under the Singapore
Constitution with a special responsibility to                   Apart from its normal fiduciary duties to the
safeguard our past reserves. Reserves in                        company, our Board is also accountable to
Temasek are categorised as current or past                      the President to ensure that every disposal of
reserves, depending on when these have                          investment is transacted at fair market value.
been accumulated.
                                                                Relating to Our Portfolio Companies
Profits accumulated before the term of the                      Companies in our portfolio are managed by
current Government, and any government                          their respective management, and guided and
asset transfers, form our past reserves. Current                supervised by their respective boards. Temasek
reserves are primarily profits accumulated after a              does not direct the commercial or operational
newly elected government is sworn into power.                   decisions of its portfolio companies.

If our total reserves are less than our past                    We exercise our shareholder rights fully,
reserves, or if our current reserves are negative,              including voting at shareholders’ meetings,
this will be considered a draw on our past                      to protect our commercial interests.

2	Other  Fifth Schedule entities include Government of          3	Temasek  does not manage the foreign exchange reserves of
  Singapore Investment Corporation Pte Ltd (GIC), which          Singapore, or the reserves of any other Fifth Schedule entity.
  manages the reserves of the Singapore Government, and          Each Fifth Schedule entity is managed independently, and
  statutory boards involved in managing critical assets, such    is separately accountable to the President through its own
  as the Central Provident Fund Board and the Monetary           Board and CEO for the protection of its own past reserves.
  Authority of Singapore.
42      Temasek Review 2009

We promote sound corporate governance              They bring a wealth of experience from the
in our portfolio companies. We support the         private sector and industry to our deliberations.
formation of high calibre, commercially
experienced and diverse boards to complement       The roles of Chairman and CEO are substantively
and guide management leadership.                   different and therefore separated to provide the
                                                   proper checks and balances, and better
                                                   accountability within the Board.
 We exercise our shareholder
                                                   Our Board provides overall guidance and policy
 rights fully to protect our                       directions to our management. Each year, the
 commercial interests                              Board is scheduled to meet on a quarterly basis
                                                   for sessions of 1.5 days each, but meets more
                                                   often when necessary. Twelve Board meetings
Relating to the Wider Community
                                                   were held in the year ended 31 March 2009.
Our management participates in dialogues
with regulators, multilateral agencies and other
                                                   Our Board has delegated certain specific
market participants on governance and other
                                                   authority to various Board committees:
regulatory issues to help promote fair and
practical market oversight, and to keep abreast    • Executive Committee (EXCO)
of governance issues and trends.                   • Audit Committee (AC)
                                                   • Leadership
                                                               Development & Compensation
In particular, we share our experiences and          Committee (LDCC)
governance practices, and in turn learn from
others, so that together we can contribute         Each committee is chaired by an independent,
to better corporate governance standards.          non-executive Director.

Additionally, we have endowed the Temasek
Trust to support Temasek Foundation. Set up         Our Board comprises a
as a non-profit philanthropic organisation, one
of the mandates of the Foundation is to foster      majority of non-executive
and promote sound and honest governance.            independent private sector
                                                    business leaders
As a long-term investor, we are mindful of the
social, environmental and development needs of
the community, which can impact the long-term      On the recommendation of the AC, our Board
sustainability of businesses.                      approves the annual audited statutory accounts
                                                   prior to submission to the shareholder for
Temasek Board and Committees                       adoption at its Annual General Meeting.
Our Board comprises a majority of non-executive
independent private sector business leaders.
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