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Annual Report (POST MSIA) 2011-2012

This document provides information on the board committees, auditors, company secretary, bankers, subsidiaries, associates and board of directors of Pos Malaysia Berhad. It lists the members and chairpersons of the Audit Committee, Information and Communications Technology Committee, Tender Board Committee, Board Nomination and Remuneration Committee. It also provides the registered office, stock exchange listing, subsidiaries and associates of Pos Malaysia Berhad as well as brief biographies of the members of the Board of Directors.

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0% found this document useful (0 votes)
157 views156 pages

Annual Report (POST MSIA) 2011-2012

This document provides information on the board committees, auditors, company secretary, bankers, subsidiaries, associates and board of directors of Pos Malaysia Berhad. It lists the members and chairpersons of the Audit Committee, Information and Communications Technology Committee, Tender Board Committee, Board Nomination and Remuneration Committee. It also provides the registered office, stock exchange listing, subsidiaries and associates of Pos Malaysia Berhad as well as brief biographies of the members of the Board of Directors.

Uploaded by

Rehairah Munirah
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© Attribution Non-Commercial (BY-NC)
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CORPORATE INFORMATION

Board Committees
Audit Committee
Datuk Low Seng Kuan Chairman/Senior Independent Non-Executive Director Dato Wee Hoe Soon @ Gooi Hoe Soon Independent Non-Executive Director Dato Lukman bin Ibrahim Non-Independent Non-Executive Director Dato Ibrahim Mahaludin bin Puteh Independent Non-Executive Director Datuk Low Seng Kuan Senior Independent Non-Executive Director Dato Krishnan a/l Chinapan Independent Non-Executive Director Eshah binti Meor Suleiman Non-Independent Non-Executive Director

Information and Communications Technology Committee


Dato Lukman bin Ibrahim Chairman/Non-Independent Non-Executive Director Dato Ibrahim Mahaludin bin Puteh Independent Non-Executive Director Datuk Low Seng Kuan Senior Independent Non-Executive Director

Share Registrar
Tricor Investor Services Sdn Bhd (Company No: 118401-V) Level 17, The Gardens Nor th Tower Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur Tel : 603-22643883 Fax : 603-22821886

Tender Board Committee


Eshah binti Meor Suleiman Chairperson/Non-Independent NonExecutive Director Dato Ibrahim Mahaludin bin Puteh Independent Non-Executive Director Dato Lukman bin Ibrahim Non-Independent Non-Executive Director Dato Krishnan a/l Chinapan Independent Non-Executive Director

Auditors
KPMG (AF 0758) Char tered Accountants

Company Secretary
Dato Sabrina Albakri binti Abu Bakar (LS 8508)

Bankers
HSBC Amanah Malaysia Berhad Malayan Banking Berhad CIMB Bank Berhad

Board Nomination and Remuneration Committee


Dato Sri Haji Mohd Khamil bin Jamil Non-Independent Non-Executive Chairman Dato Ibrahim Mahaludin bin Puteh Independent Non-Executive Director

Registered Office
Tingkat 8, Ibu Pejabat Pos Kompleks Dayabumi 50670 Kuala Lumpur Tel : 603-22672267 Fax : 603-22672266

Stock Exchange Listing


Main Market of Bursa Malaysia Securities Berhad

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GROUP STRUCTURE
SUBSIDIARIES
No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Prestige Future Sdn Bhd PSH Venture Capital Sdn Bhd PSH Express Sdn Bhd PSH Capital Par tners Sdn Bhd PSH Allied Berhad PSH Proper ties Sdn Bhd Effivation Sdn Bhd Real Riviera Sdn Bhd Datapos (M) Sdn Bhd Pos Takaful Agency Sdn Bhd PMB Proper ties Sdn Bhd Digicer t Sdn Bhd Pos Malaysia & Services Holdings Berhad Poslaju (M) Sdn Bhd PSH Investment Holdings (BVI) Ltd Pos Ar-Rahnu Sdn Bhd (formerly known as Bright Emerald Sdn Bhd) Name of Company Shareholder (s) PSH Capital Par tners Sdn Bhd Pos Malaysia Berhad PSH Venture Capital Sdn Bhd Pos Malaysia Berhad Pos Malaysia Berhad Pos Malaysia Berhad Pos Malaysia Berhad PSH Proper ties Sdn Bhd PSH Proper ties Sdn Bhd Pos Malaysia Berhad Pos Malaysia Berhad Pos Malaysia Berhad Pos Malaysia Berhad Pos Malaysia Berhad Pos Malaysia Berhad Pos Malaysia & Services Holdings Berhad Pos Malaysia Berhad Bank Muamalat Malaysia Berhad Percentage of Shareholding 100% 100% 100% 100% 100% 100% 99.99% 0.01% 100% 100% 100% 100% 100% 100% 100% 100% 80% 20%

ASSOCIATES
No. 1 2 3 4 5 CEN Sdn Bhd PosPay Exchange Sdn Bhd Elpos Print Sdn Bhd CEN Worldwide Sdn Bhd CEN Technology Sdn Bhd Name of Company Shareholder (s) Pos Malaysia Berhad Transmile Group Berhad Pos Malaysia Berhad Fask Capital Sdn Bhd Econlink Sdn Bhd Pos Malaysia Berhad CEN Sdn Bhd CEN Sdn Bhd Chay Wai Lan Percentage of Shareholding 42.5% 57.5% 50% 50% 60% 40% 100% 50% 50%

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BOARD OF DIRECTORS
Dato Sri Haji Mohd Khamil bin Jamil
Non-Independent Non-Executive Chairman Dato Sri Haji Mohd Khamil bin Jamil, 56, a Malaysian, was appointed to the Board on 4 July 2011 as Non-Independent Non-Executive Director and was thereafter re-designated as Non-Independent Non-Executive Chairman on 15 July 2011. Dato Sri Haji Mohd Khamil is also the Chairman of the Board Nomination and Remuneration Committee. Dato Sri Haji Mohd Khamil holds a Bachelor of Laws (Honours) from the University of London and is a Barristerat-Law at Grays Inn, England. He was called to the English Bar in 1983. Dato Sri Haji Mohd Khamil began his executive career at Bank Bumiputra Malaysia Berhad in August 1980, where he served until December 1989. He was called to the Malaysian Bar in September 1990, following which, he became a practising partner of several legal firms before venturing into business in 2001. Dato Sri Haji Mohd Khamil is currently the Group Managing Director of DRB-HICOM Berhad. He was recently appointed Executive Chairman of Proton Holdings Berhad and Chairman of Lotus Group International Limited and Group Lotus Plc. He also holds directorships in several subsidiaries and associate companies of DRB-HICOM Berhad and several private limited companies. Par ticulars of other directorships in public companies: DRB-HICOM Berhad (Group Managing Director) Proton Holdings Berhad (Executive Chairman) Edaran Otomobil Nasional Berhad Bank Muamalat Malaysia Berhad HICOM Berhad HICOM Holdings Berhad Horsedale Development Berhad Uni.Asia General Insurance Berhad Uni.Asia Life Assurance Berhad Dato Sri Haji Mohd Khamil attended all seven (7) Board meetings held subsequent to his appointment during the financial period under review. Dato Sri Haji Mohd Khamil does not have any family relationship with any director and/or substantial shareholder of the Company or any conflict of interest with the Company. He has not been convicted of any offence within the past 10 years. Dato Sri Haji Mohd Khamil is a Director of Etika Strategi Sdn Bhd, the holding company of DRB-HICOM Berhad in which he has a 10% shareholding.

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BOARD OF DIRECTORS
Dato Ibrahim Mahaludin bin Puteh
Independent Non-Executive Director Dato Ibrahim Mahaludin bin Puteh, 60, a Malaysian, was appointed to the Board on 22 August 2007 as Non-Independent Non-Executive Director. On 25 February 2009, he was re-designated as Independent Non-Executive Director. Dato Ibrahim is a member of the Board Nomination and Remuneration Committee, the Audit Committee, the Tender Board Committee and the Information and Communications Technology Committee. Dato Ibrahim holds a Bachelor of Arts (Honours) degree from the University of Malaya and a Master of Business Administration degree from the Manchester Business School, University of Manchester, United Kingdom. Dato Ibrahim is currently the Chairman of Indah Water Konsor tium Sdn Bhd, a position which he held since 1 September 2009. He is also the Chairman of Computer Forms (Malaysia) Berhad since 1 December 2008, and former Chairman of Syarikat Par ticulars of other directorships in public companies: Computer Forms (Malaysia) Berhad (Chairman) Dato Ibrahim attended eleven (11) out of twelve (12) Board meetings held during the financial period under review. Dato Ibrahim does not have any family relationship with any director and/or substantial shareholder of the Company or any conflict of interest with the Company. He has not been convicted of any offence within the past 10 years. Prasarana Negara Berhad. Prior to that, Dato Ibrahim had served in various divisions at the Ministry of Finance since 1974 including as Senior Adviser to the Executive Director for South East Asia at the World Bank Group in Washington D.C. His last post prior to his retirement in 2008 was Deputy Secretary General (Policy) in the Ministry of Finance.

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BOARD OF DIRECTORS

Datuk Low Seng Kuan


Senior Independent Non-Executive Director Datuk Low Seng Kuan, 65, a Malaysian, was appointed Director of the Company on 1 July 1992, when the Company was corporatised from Jabatan Perkhidmatan Pos. Following the reorganisation exercise of the Pos Malaysia Group in 2007, Datuk Low was re-designated as Independent NonExecutive Director and was simultaneously appointed Senior Independent Director with effect from 21 August 2007. Datuk Low is the Chairman of the Audit Committee, a member of the Board Nomination and Remuneration Committee as well as the Information and Communications Technology Committee. Datuk Low is a Char tered Accountant by profession and is a member of the Malaysian Institute of Accountants. He graduated from the Footscray Institute of Technology (Victoria University) in Business Studies (Accountancy) and the Royal Melbourne Institute of Technology (RMIT) in Industrial Accountancy. Datuk Low has more than 30 years of experience in the manufacturing industry. He was the Managing Director of Malaysian Sheet Glass Sdn Bhd until 31 March 2010. He Datuk Low attended eleven (11) out of twelve (12) Board meetings held during the financial period under review. Par ticulars of other directorships in public companies: Sunway Berhad Be in Health Berhad Datuk Low does not have any family relationship with any director and/or substantial shareholder of the Company or any conflict of interest with the Company. He has not been convicted of any offence within the past 10 years. also serves on the Board of a number of private and government-linked corporations. He is currently the Vice-President of the Federation of Malaysian Manufacturers (FMM) and is formerly its President. He is also the current President of Transparency International Malaysia. Earlier, Datuk Low had served as a Board member of the Malaysian Industrial Development Authority (MIDA) and the Malaysian Institute of Economic Research (MIER).

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BOARD OF DIRECTORS
Dato Krishnan a/l Chinapan
Independent Non-Executive Director Dato Krishnan a/l Chinapan, 65, a Malaysian, was appointed Director of the Company on 1 July 1992 when the Company was corporatised from Jabatan Perkhidmatan Pos. Following the reorganisation exercise of the Pos Malaysia Group in 2007, Dato Krishnan was re-designated as Independent Non-Executive Director of the Company with effect from 21 August 2007. Dato Krishnan is a member of the Board Nomination and Remuneration Committee and the Tender Board Committee. Dato Krishnan is currently a Director of National Land Finance Co-Operative Society Limited, Nalfin Realities Sdn Bhd and Status Point Sdn Bhd. Dato Krishnan was a Senator in the Parliament from 1986 to 1992. Dato Krishnan does not have any family relationship with any director and/or substantial shareholder of the Company or any conflict of interest with the Company. He has not been convicted of any offence within the past 10 years. Dato Krishnan attended all twelve (12) Board meetings held during the financial period under review. Dato Krishnan does not hold any directorship in any public company.

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BOARD OF DIRECTORS
Dato Wee Hoe Soon @ Gooi Hoe Soon
Independent Non-Executive Director Dato Wee Hoe Soon @ Gooi Hoe Soon, 51, a Malaysian, was appointed to the Board on 13 August 2007 as Independent Non-Executive Director. He is a member of the Audit Committee. Dato Gooi does not have any family relationship with any Dato Gooi is a member of the Malaysian Institute of Certified Public Accountants and the Malaysian Institute of Accountants. He has more than 30 years of experience in the fields of accounting and corporate finance and was Finance Director of several private and public listed companies. Dato Gooi had been instrumental in the successful implementation of several corporate exercises, which included mergers and acquisitions as well as corporate debt restructuring exercises undertaken by public listed companies. In 1999, Dato Gooi was appointed to the Board of Avenue Capital Resources Berhad as a Non-Executive Director and was subsequently appointed Group Managing Director Dato Gooi attended eleven (11) out of twelve (12) Board meetings held during the financial period under review. Par ticulars of other directorships in public companies: EON Capital Berhad (Chairman) MIMB Investment Bank Berhad (Chairman) Weida (M) Bhd (Chairman) Hup Seng Industries Berhad American International Assurance Bhd director and/or substantial shareholder of the Company or any conflict of interest with the Company. He has not been convicted of any offence within the past ten (10) years. in 2001 and Deputy Chairman in 2004; holding this last post until 2006. He was also the CEO/Executive Director (Dealing) of Avenue Securities Sdn Bhd.

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BOARD OF DIRECTORS
Dato Lukman bin Ibrahim
Non-Independent Non-Executive Director Dato Lukman bin Ibrahim, 46, a Malaysian, was appointed to the Board on 4 July 2011 as NonIndependent Non-Executive Director. Dato Lukman is the Chairman of the Information and Communications Technology Committee and a member of the Audit Committee and the Tender Board Committee. Dato Lukman obtained his Bachelor of Business Administration degree (Magna Cum Laude) in 1989 and Master of Business Administration degree in 1990 from the Temple University, Philadelphia, U.S.A. He is a Fellow of the Association of Char tered Cer tified Accountants (ACCA), a member of the Malaysian Institute of Cer tified Public Accountants (CPA) and the Malaysian Institute of Accountants (MIA). Dato Lukman attended six (6) out of seven (7) Board Dato Lukman star ted his career in 1989 with Sun Refining and Marketing, Philadelphia, U.S.A. before joining Automotive Corporation (Malaysia) Sdn. Bhd. in 1990. He then joined Proton Berhad in 1991 and established his career with Proton where he spent 17 years of his working life. Immediately prior to him joining DRB-HICOM Berhad, Dato Lukman was the Managing Director of PHN Industry Sdn. Bhd. on a secondment arrangement from Proton. Dato Lukman joined DRB-HICOM in 2008 as Group Chief of Finance Par ticulars of other directorships in public companies: Bank Muamalat Malaysia Berhad meetings held subsequent to his appointment during the financial period under review. Dato Lukman does not have any family relationship with any director and/or substantial shareholder of the Company or any conflict of interest with the Company. He has not been convicted of any offence within the past ten (10) years. and the position was later re-designated to Group Chief Financial Officer. In June 2011, he was promoted as Group Chief Operating Officer of DRB-HICOM Berhad. On 1 May 2012, Dato Lukman was appointed Deputy Chief Executive Officer of Proton Holdings Berhad, a position which he is currently holding. Dato Lukman also holds directorships in several subsidiaries and associate companies of DRB-HICOM Berhad.

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BOARD OF DIRECTORS

Eshah binti Meor Suleiman


Non-Independent Non-Executive Director Puan Eshah binti Meor Suleiman, 57, a Malaysian, was appointed to the Board on 25 February 2009 as Non-Independent Non-Executive Director. She is the Chairperson of the Tender Board Committee and a member of the Board Nomination and Remuneration Committee. Puan Eshah attended ten (10) out of twelve (12) Board Puan Eshah obtained her Bachelor of Economics (Honours) degree from the University of Malaya in 1980 and obtained her Master in Business Administration (Finance) degree from the Oklahoma City University, U.S.A in 1994. She star ted her career in 1981 as Assistant Director (Macro Economic Section) Economic Planning Unit of the Prime Ministers Department before serving as Assistant Secretary at the Government Procurement Division, Ministry of Finance in the middle of 1991. Puan Eshah later held various positions in the Ministry of Finance and other Government Agencies. In September 2006, she was promoted to her current position as Under Secretary of Investment, Minister of Finance (Incorporated) and Privatisation Division of the Ministry of Finance Malaysia. Par ticulars of other directorships in public companies: Global Maritime Ventures Berhad Telekom Malaysia Berhad (Alternate Director) Malaysia Airpor ts Holdings Berhad Malaysian Airline System Berhad (Alternate Director) meetings held during the financial period under review. Puan Eshah does not have any family relationship with any director and/or substantial shareholder of the Company or any conflict of interest with the Company. She has not been convicted of any offence within the past 10 years.

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GROUP CEOS PROFILE


Dato Khalid Bin Abdol Rahman
Group Chief Executive Officer Dato Khalid Bin Abdol Rahman, 56, a Malaysian, was appointed Group Chief Executive Officer of the Company on 1 January 2012. Dato Khalid holds a Diploma in Accountancy from MARA University of Technology (UiTM), Bachelor of Science (Finance) from the Indiana State University, U.S.A. and Haven, U.S.A. Dato Khalid star ted his career as Assistant Leasing Manager with Leasing Corporation Sdn Bhd from 1979 to 1982 prior to pursuing fur ther studies. When he returned in 1986, he served as Corporate Finance Manager with Rakyat Merchant Bankers Bhd until 1990. Between 1991 and 1996, he was under the employment of Malaysian Mining Corporation Berhad, Perdana Merchant Bankers Bhd and MARA Holdings Sdn Bhd in various capacities primarily in corporate finance field. Dato Khalid does not have any interest in the securities of the Company and he does not hold any directorship in any public company. Master of Business Administration (Marketing) degree from the University of New Dato Khalid was the Group General Manager, Corporate Planning and Business Development of Tradewinds Corporation Berhad from January 1997 to July 2006. He joined DRB-HICOM Berhad in August 2006 as Senior General Manager, Corporate Planning. Subsequently, Dato Khalid was appointed Group Director, Corporate & Services of DRBHICOM Berhad on 1 August 2009 and the position was later re-designated to Group Director, Corporate Planning on 1 June 2011. Dato Khalid does not have any family relationship with any director and/or substantial shareholder of the Company or any conflict of interest with the Company. He has not been convicted of any offence within the past ten (10) years.

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LEADERSHIP TEAM

1 Dato Sabrina Albakri binti Abu Bakar


1 2 3 4 5 6 7 8 9 10 11 12

Group Head, Legal, Secretarial & Regulatory Counsel

5 Dato Rohaiza binti Hashim 6 Mohd Rizal bin Hamzah 7 Mohd Yusri bin Dolah
Chief Marketing Officer

2 Radin Asrul Adza bin Radin Soenarno


Chief Information Officer

Group Head, Corporate Communications & Customer Care Group Head, Strategic Procurement

9 Aziz bin Manas

Chief Internal Auditor

10 Raja Nor Izah binti Raja Jaafar


Group Head, Sales

3 Dato Khalid bin Abdol Rahman


Group Chief Executive Officer

Group Head, Transformation Management Office

11 Nik Ahmad Fauzan bin Nik Mohamed


Group Head, Corporate Services

4 Mohd Shukrie bin Mohd Salleh


Group Chief Operating Officer

8 Mimi Megawati binti Abdul Wahid

12 Bahaman bin Kamaruzzaman


Chief Operating Officer, PosMel

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LEADERSHIP TEAM

13 Hj Nor Azizan bin Tarja @ Tarjo


Chief Operating Officer, PosLaju

17 Fikri bin Ahmad

Group Head, Human Resource

21 Zaidi bin Hussain 22 23 Hasnul bin Haniff

Group Head, Programme Management Office

13 14 15

16

17

18

19

20 21

22 23

24

14

Chum Choy Han


Group Head, International Business & Regulatory Management Chief Executive Officer, Digicert

15 Mohd Lutfi bin Mat Lazim 16 Ahmad Faisal bin Murad


Group Chief Financial Officer

18 19 Chiang Cheng Guan 20 Balqais binti Yusoff

Dato Mearia binti Hamzah


Chief Operating Officer, PosNiaga

Dato Shahri bin Jikun


Group Head, Facilities Management

Group Head, Transport Management

Chief Executive Officer, Datapos

Group Head, Corporate Planning

24 Mohd Amin bin Nallah Yahya


Group Head, Risk Management

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UNVEILING STRENGTHS

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CORPORATE RESPONSIBILITY STATEMENT


POS MALAYSIAS CORPORATE RESPONSIBILITY INITIATIVES FOR YEAR 2011/ 2012
Corporate Responsibility (CR) is widely embraced by organisations who seek to demonstrate their roles and functions beyond the provision of products and services and this includes Pos Malaysia. As an organisation that operates its business directly within the various communities all over Malaysia from all walks of life, we perceive CR as an extension of our normal day to day business and we focus our CR effor ts on positively enhancing the quality of life and culture of our stakeholders, contributing towards the development of the society and conducting our business responsibly. In the long term, CR has proven to provide many advantages to organisations who believe, engage and dedicate themselves to become ethical and socially responsible corporate citizens. This includes enhancement of corporate image and reputation, provide competitive edge and sustainability of the business as well as increased trust, loyalty and suppor t from the workforce. CR programmes and activities in Pos Malaysia are developed to create and deliver sustainable value in relations to the 4 focus areas as described below :

Workplace

Facilitating equal opportunities for employment and for professional and personal development for all staff. Providing healthy, respectful and safe working conditions to ensure high performance of our staff. Building fair and honest relationship with suppliers, vendor and contractors. Encourage vendors to adapt ethical and suitable approach in their business practices (i.e green procurement). Maintaining high standards of transparency, quality, corporate governance and ethics. Committed to being a responsible corporate citizen and making positive contribution to society through participation in com munities where we operate in. Understanding our effect and respecting the environment by minimizing the impact from our energy use and reducing our consumption. Using resources as efficiently as possible and for further development, seek ways in which we can contribute to enhance the environment and its biodiversity.

Marketplace

Community

Environment

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CORPORATE RESPONSIBILITY STATEMENT


Workplace
Our people are assets to the company and we are committed to run our business in a way that meets the needs of the present without taking cognisance the ability of future generations. At Pos Malaysia, our 16,000 employees enjoy flexible career path and career growth as the company believes in investing in its people. Workplace Pos Malaysia believes that a conducive working environment is essential to inspire a high performance culture. With that, we have embarked on a major renovation exercise at the headquar ters building to ensure that we provide a safe and comfor table working area to the staff. Our Motivated people Unity is the key element in building and strengthening the company. As testament, Pos Malaysia propagates its philosophy through programmes such as Annual Dinner, Buka Puasa, Sahur and Hari Raya Open House for the employees. Whilst working with a peace of mind and soul, we always remind each other to be successful in career while not forgetting the creator. Through Sinar Zohor - a monthly religious programme as well as a series of afternoon religious talks (tazkirah), external speakers are invited to give spiritual and motivational talks to the staff. Through our extensive presence countrywide, we believe we would be able to give back to the community as a responsible corporate citizen by focusing on enhancing education and enriching the communities. With the right direction and by capitalizing on various oppor tunities, we are able to contribute to the community as well as suppor t the Prime Ministers 1Malaysia aspiration of People First, Performance Now. Our Talented Staff Pos Malaysia All-Starz is a program created as a platform for the staff to showcase their talents in singing and performing ar ts. This program has also been seen as a way of creating competitiveness, creativity and teamwork amongst the staff. Training and Development Pos Malaysia through its training centre, Institut Latihan Pos (ILP), manages the staff training from the postmen level up to the executive level. As for the new staff, we never fail to organize an induction programme to ensure that they understand the strategic and operational aspects of the Company as well as embracing the culture and ethos of Pos Malaysia. The Keepers of The Flame Program was introduced and conducted to all management and executive staff. This is to ensure the future leaders will be well groomed and prepared in leading the company mentally and physically.

Community

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CORPORATE RESPONSIBILITY STATEMENT


Education 1Malaysia Letter Writing Competition is an annual initiative to encourage school children on the interest of letter writing and inculcate positive values via the spirit of 1Malaysia. This competition is a joint collaboration with the Malaysian Communications and Multimedia Commission, and suppor ted by the Ministry of Information, Communications and Culture, and the Ministry of Education. Last year also witnessed the launch of the Pos Malaysia Education Scheme, where, a total of 69 employees children from all over the country were awarded with scholarships to enrol in a diploma programme at Limkokwing University of Creative Technology. We have awarded financial assistance to students enrolled in Limkokwing University of Creative Technology during the FYE 2012 and students registered for International College of Automotive Malaysia in June 2012. Cash rewards were also granted to employees children who achieved excellent results in major school exams. In addition to that, cash rewards were also contributed to children of staff who achieved excellent results in major exams for Primary and Secondary School such as Ujian Penilaian Sekolah Rendah (UPSR), Penilaian Menengah Rendah (PMR), Sijil Pelajaran Malaysia (SPM) and Sijil Tinggi Pelajaran Malaysia (STPM). Pos Malaysia also collaborated with the Ministry of Health in providing the medicine delivery service or Ubat Melalui Pos 1Malaysia (UMP1M). Under this service, Pos Malaysia via its courier business, PosLaju will deliver medicine from the hospitals right to the customers doorstep at only RM5 per delivery, out of which 10% of the proceeds will be donated to the National Cancer Fund. Under the rural service improvement programme, we aspire to enrich the lives of the needy and less for tunate through our sponsorship initiatives to the people at the rural areas. Our collaboration with the Ministry of Information, Communication and Culture has enabled Pos Malaysia to contribute desktop computers to schools as well as local Community Centres at Kuala Kubu Bharu and Sibu. We also contributed 1,000 post boxes each to the residents in Kuala Kubu Baru and Sibu. Nation Building In our continuous effor ts to connect people, our vast coverage and physical communication network does not stop at just providing more than 700 Pos Malaysia Outlets, but has been enlarged by the introduction of Post-on-Wheels/ PoW (mobile post office), Posmen Komuniti, as well as Community Postal Representatives to serve the rural areas of Sabah and Sarawak. As of now, we have provided 5 PoWs each for Sabah and Sarawak, appointed 225 Posmen Komuniti each for Sabah and Sarawak, and appointed 300 Community Postal Representatives each for Sabah and Sarawak.

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CORPORATE RESPONSIBILITY STATEMENT


Marketplace
Pos Malaysia brings together the knowledge, skills and enthusiasm of its committed staff to create greater value and return to our shareholders while at the same time offer superior products and reliable services to the customers at large. Therefore, our customers interest and shareholders return are always at the top of our priority. One of the energy saving initiatives in our operations include the delivery We believe that providing better facilities and attractive ambience are one of the factors to enhance our customers experience at our outlets. To achieve that objective, we have modernised our post offices in line with the new brand and corporate identity. We are also dedicated to producing environmental friendly products and As a continuation from the modernised Kuala Lumpur and Kuantan General Post Office (GPO) in 2010, we have renovated another 2 GPOs that is Melaka GPO and Kota Bharu GPO in 2011. Under the Retail Design Strategy we are targeting to renovate another 5 GPOs in 2012 namely Johor Bahru, Seremban, Shah Alam, Ipoh and Alor Setar. Every year, we never missed to share the joy and spirit of Hari Raya Aidilfitri celebration by organising our Aidilfitri Open House for corporate clients and the media. Besides enhancing relationships, this is also an initiative to show our appreciation to the support given by our corporate partners and media friends. Our reach to the customers at large does not rely only on the vast network of our post offices. We also reach out to our customers by par ticipating in various public events and activities which include Permodalan Nasional Berhads annual Minggu Saham Amanah Malaysia (MSAM) as well as our own annual Stamp Week and World Postal Day Celebration. At the working level, we encourage our staff to be fully responsible in saving the energy by switching off the lights, as well as electrical and electronic devices when not in use and during the lunch break. A shared por tal for Pos Malaysia staff has also been established as a platform for staff to communicate internally which helps the company to reduce the consumption of paper. reduce the unnecessary usage of non-recyclable materials. For a star t, our parcel boxes and PosEkspres prepaid envelopes are no longer made of plastic but instead are made of recyclable materials. of letters by bicycle. As of 2011, we have about 7 postmen delivering letters on bicycles in the Kuala Lumpur city centre. This minimises the impact of carbon monoxide pollution in the city.

Environment
We recognise the impact and implications that businesses have on the environment. Therefore as an integral par t of our business strategy and operating methods, we are committed to reducing the environmental impact of our operations.

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1MALAYSIA INITIATIVES
In suppor t of the governments 1Malaysia efforts, Pos Malaysia has participated in several 1Malaysia activities as part of our initiative to build better relationship with our stakeholders and highlight the values that Pos Malaysia brings to the community : 1Malaysia Letter Writing Competition 2011 was jointly organised by Pos Malaysia Berhad and MCMC in collaboration with KPKK and the Ministry of Education Malaysia.

3) 1Malaysia Letter Writing Competition 2011

1) 1Malaysia 1Dunia Stamp Exhibition


1Malaysia Letter Writing Competition 2011 was open to all primary This exhibition was organised for the first time by the Ministry of Information, Communication and Culture (KPKK), Depar tment of Museums Malaysia, Pos Malaysia, The Malaysian Communications and Multimedia Commission (MCMC) and the Philatelic Society of Malaysia. 1Malaysia 1Dunia Stamp Exhibition was organised to increase awareness and interest amongst the public on the hobby of stamp collecting and was held from 15 December 2010 to 15 March 2011. The launching ceremony was officiated by the Deputy Minister (II) of KPKK, YB Senator Datuk Maglin Dennis DCruz on January 18, 2011 at the National Museum, Kuala Lumpur. Prize Giving Ceremony for the winners was held on October 10, 2011 in conjunction with the World Postal Day and presented by the Deputy Minister (II) of KPKK, YB Senator Datuk Maglin Dennis DCruz. and secondary school students from Year 1 to 6 (category A) and Form 1 to 5 (category B) throughout Malaysia star ting from May 1, 2011 to June 30, 2011. The competition received an overwhelming response with a total of more than 50,000 entries received.

4) Launching Ceremony of Komuniti 1Malaysia and Mobile Post Office


This event was jointly organised by KPKK, Information Depar tment of

2) Penyerlahan Gagasan 1Malaysia Program


Penyerlahan Gagasan 1Malaysia Program is an ongoing program of KPKK and Special Affairs Department (JASA) that aims to increase understanding and awareness of people about the 1Malaysia Concept inspired by the Prime Minister of Malaysia. The ceremony was launched by Minister of Information, Malaysia and Pos Malaysia. The ceremony was held on June 11, 2011 in Kota Kinabalu, Sabah and July 12, 2011 in Kuching, Sarawak. It was launched by the Minister of KPKK, YB Dato Seri Utama Dr. Rais Yatim.

Communication and Culture, YB Dato Seri Utama Dr. Rais Yatim on 26 April 2011 at Menara Telekom Malaysia, Kuala Lumpur.

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1MALAYSIA INITIATIVES
5) Pustaka 1Malaysia
Pustaka 1Malaysia or better known as U-Pustaka Service is a collaborative effor t by KPKK, and MCMC with the suppor t of the National Library of Malaysia (PNM). Pos Malaysia suppor ted the U-Pustaka Pilot Project together with the Malaysian Administrative Modernisation and Management Planning Unit (MAMPU), Economic Planning Unit (EPU), Malaysian National Registration Depar tment (JPN), Centre of Excellence for Sensor Technology (NEST), Universiti Putra Malaysia, FPX Gateway Sdn Bhd, Bank Islam Malaysia Berhad and Touch n Go Sdn Bhd. The launching ceremony of Pustaka 1Malaysia was held successfully at the National Library of Malaysia, Kuala Lumpur on March 31, 2011 and officiated by YB Dato Seri Utama Dr. Rais Yatim, Minister of Information, Communication and Culture. Pos Malaysia opened a sales and stamp exhibition booth throughout the three days of the carnival and received an overwhelming response from the visitors at the carnival. Pos Malaysia State Offices also participated in their respective states 1Malaysia Community Carnival throughout 2011.

6) 1Malaysia Community Carnival


In line with the 1Malaysia Communitys mission in empowering people for unity through information, KPKK organized the 1Malaysia Community Carnival in Hulu Selangor for three days star ting from January 6 to January 8, 2012. The carnival was officiated by YAB Dato Sri Mohd Najib bin Tun Abdul Razak, the Prime Minister of Malaysia on January 7, 2012. Pos Malaysia also par ticipated in the 1Malaysia Community Carnival in Muar, Johor for three days star ting on March 2 to March 4, 2012.

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CORPORATE GOVERNANCE STATEMENT


The Board of Directors (Board) and Management of Pos Malaysia Berhad (Pos Malaysia or the Company), remain committed to upholding and continuously improving good corporate governance practices throughout the Pos Malaysia Group of Companies (Group) for the protection of and greater creation of shareholders and other stakeholders value and for maintaining integrity, trust and confidence in the Company. The foundation for good governance lies in having an effective Board in place. The Board realises that to be effective, the Board and its members must progress to be continuously performing rather than just conforming. The Board subscribes to the belief that improving the effectiveness of the Board to best practice standards is a continuous journey. Pos Malaysia has applied the principles and best practices as set out in the Malaysian Code on Corporate Governance (the Code) and the Corporate Governance Guide issued by Bursa Malaysia Berhad. The Board is now pleased to repor t to the shareholders in greater detail on the manner by which the Group has applied the principles of the Code and the extent of compliance with the best practice provisions of the Code. including comments and suggestions made were deliberated by the BNRC and the necessary action plans for improvement were suggested to be put in place.

A. Board of Directors
Principal Responsibilities of the Board
The Board, which is appointed by the shareholders, is entrusted with dealing and controlling the Group and overseeing the business of the Group, which includes optimising long-term financial returns and shareholders wealth creation. As a fundamental par t of discharging the Boards responsibilities in order to protect and enhance stakeholders value and financial performance of the Group, the Board of Directors continuously acts to improve and refine management practices and systems and ensures that the Group has strong internal controls and processes in place to implement the principles and concepts of good governance. The duties, responsibilities, powers and functions of the Board are governed by the Ar ticles of Association of the Company (Company Articles), the Companies Act 1965 and Companies (Amendment) Act 2007 (collectively the Companies Act), the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (MMLR of Bursa Securities) and other relevant laws, rules, and regulatory guidelines that
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Board Effectiveness Assessment


The Board Nomination and Remuneration Committee (BNRC) is tasked under its Terms of Reference with carrying out the necessary evaluation of the effectiveness of the Board and Board Committees on an annual basis. This includes ensuring that the Board has the appropriate mix of skills and experiences and discharges its duties effectively. For the period under review, the BNRC had carried out the necessary assessment as an effor t to continuously monitor the level of effectiveness of the Board, the Board Committees as well as the Board members. The results of the assessment and evaluation of the members of the Board,
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are in force. The Board is also governed by its Pos Malaysia Board Policy Manual, which assists Board members to better appreciate their roles and responsibilities. With an appropriate understanding of its role, the Board is better equipped to meet its responsibilities in ensuring that the long-term objectives of the Group are met. The Board directs and oversees the management of the business and affairs of the Group and do the following:(viii) Ensure that there is in place an appropriate succession planning (i) Ensure that the Groups objectives are clearly established and that a strategic plan is in place to achieve those objectives; (ii) Establish policies for strengthening the performance of the Group including ensuring that Management proactively seeks to build the business through innovation, initiative, technology, new products and development of business capital; (x) Ensure that there is in place an appropriate public relations and (iii) Adopt performance measures to monitor implementation and performance of the Groups objectives, strategies, action plans and policies; (xi) Ensure there is a Schedule of Matters reserved for collective (iv) Oversee the conduct of the Groups business to evaluate whether the business is being properly managed; The Schedule of Matters reserved for collective decision of the Board (v) Ensure that the Group has appropriate business and enterprisewide risk management processes, including an adequate control environment based on internal control systems, management information systems and systems for compliance with applicable laws, rules and regulations; is enshrined in the Companys Discretionary Authority Limits (DAL) document, which comprises the overall internal authority limits applicable to the Company and its principal officers. decision of the Board. communications programme, as well as an investor relations programme; and mechanism for members of the Board and for Senior Management positions; (ix) Ensure that the Group adheres to high standards of ethics and corporate behaviour including transparency in the conduct of business; (vii) Ensure that the statutory accounts of the Group are fairly stated and conform with the relevant regulations including acceptable accounting policies; (vi) Appoint Board Committees to address specific issues, consider recommendations of the Board Committees and discuss problems and reservations arising from the Committees deliberations;

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Board Balance and Composition of the Board
The Company Ar ticles stipulate that the Board shall not comprise less than two (2) nor more than twelve (12) members. The Board currently consists of seven (7) members, comprising a Non-Independent NonExecutive Chairman, two (2) Non-Independent Non-Executive Directors and four (4) Independent Non-Executive Directors. With half of the Board members comprising Independent Directors, the Company has exceeded the compliance level set under the MMLR of Bursa Securities, which requires one-third of the Board to consist Independent Directors. The Board is of the opinion that the current size and composition of the Board is well balanced and the Board is able to properly discharge its responsibilities in an effective manner. The Board members varied skills and breadth of experience are relevant and impor tant for effective management of the Groups business. Details of the Board members skills and experience are outlined in the Board of Directors profile contained in this Annual Repor t. There is a clear separation of responsibilities between the Chairman and the Group Chief Executive Officer (GCEO) and a balance of power is maintained in the Company so that no one individual has unfettered powers of decision. The Chairman of the Board is responsible for representing the Board to the shareholders. The Chairman is responsible for ensuring integrity and effectiveness of the governance process of the Board and will consult the Board promptly over any matter that gives him cause for concern. The Chairman will act as facilitator at meetings of the Board to ensure that no Board member, whether executive or non-executive, dominates the
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discussion. The Chairman also ensures that appropriate discussions take place and that relevant opinions among Board members are for thcoming. The Chairman fur ther ensures that discussions result in logical and understandable outcomes, which will lead to appropriate and considered decisions by the Board. The overall business and day-to-day operations of the Group is managed by the GCEO who does not sit on the Board. The profile of the GCEO is as contained in this Annual Repor t.The GCEO is accountable to the Board for the overall organisation, management and staffing of the Group and for its procedures in financial and operational matters, including conduct and discipline. The authority limits of the GCEO are enshrined in the Companys Discretionary Authority Limits duly approved by the Board. The four (4) Independent Non-Executive Directors of the Company are independent from Management and are able to exercise independent judgement and provide positive par ticipation in all the Boards deliberations. They also play a pivotal role in the provision of unbiased and independent views, advice and judgement as well as safeguard the interests of other par ties such as minority shareholders and other stakeholders. Dato Sri Haji Mohd Khamil bin Jamil and Dato Lukman bin Ibrahim are the nominee Directors of DRB-HICOM Berhad, the Companys largest shareholder while Puan Eshah binti Meor Suleiman is the Appointed Director of the Minister of Finance (Incorporated), the Companys Special Shareholder. Datuk Low Seng Kuan is the Companys Senior Independent NonExecutive Director to whom concerns may be conveyed by shareholders and/or members of the public. Datuk Low has been a Director of the Company since 1 July 1992 i.e. pursuant to the corporatisation of the Company from being a Government agency. On 21 August 2007, pursuant

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to the reorganisation exercise of the Pos Malaysia Group which had resulted in the transfer of the listing status to Pos Malaysia Berhad, Datuk Low was redesignated as the Companys Independent Director and simultaneously was appointed the Companys Senior Independent Director. Datuk Low is also the Companys Audit Committee Chairman. The Senior Independent Non-Executive Director represents the interest of minority shareholders and the general public by exercising independent judgement as well as promoting good governance practices within the Company and the Board.

Board Meetings and Supply of Information to the Board


During the financial period ended 31 March 2012, twelve (12) Board meetings were held and the attendance of the Board members were as follows:-

Directors Tan Sri Dato Seri (Dr.) Aseh bin Haji Che Mat (Ceased w.e.f. 15 July 2011) Dato Syed Faisal Albar bin Syed A.R Albar (Ceased w.e.f. 1 January 2012) Dato Sri Haji Mohd Khamil bin Jamil (Appointed w.e.f. 4 July 2011) Dato Lukman bin Ibrahim (Appointed w.e.f. 4 July 2011) Dato Ibrahim Mahaludin bin Puteh Datuk Low Seng Kuan Dato Krishnan a/l Chinapan Puan Sri Datuk Nazariah binti Mohd Khalid (Resigned w.e.f. 9 November 2011) Dato Wee Hoe Soon @ Gooi Hoe Soon Tunku Dato Mahmood Fawzy bin Tunku Muhiyiddin (Resigned w.e.f. 1 July 2011) Abdul Hamid bin Sh Mohamed (Resigned w.e.f. 13 December 2011) Eshah binti Meor Suleiman Tan Sri Dato Ir. Muhammad Radzi bin Haji Mansor (Ceased w.e.f. 21 October 2011)

No. of meetings atended 7 out of 7 10 out of 10 7 out of 7 6 out of 7 11 out of 12 11 out of 12 12 out of 12 9 out of 9 11 out of 12 4 out of 5 10 out of 10 10 out of 12 8 out of 8

Percentage 100% 100% 100% 86% 92% 92% 100% 100% 92% 80% 100% 83% 100%

A schedule for Board Meetings and Board Committee meetings for a whole financial year is prepared in advance and tabled to the Board for approval before the commencement of a new financial year. Generally, the Board is scheduled to meet at least once in every quarter with additional meetings convened as and when necessary.

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For each Board and Board Committee meeting, the meeting agenda together with the relevant papers and suppor ting documents relating to the agenda items are circulated to Board members and/or Board Committee members five (5) to seven (7) days before each meeting. The Board papers are issued in advance to enable the Directors to be better prepared for the meeting as well as to allow the Directors more time to obtain fur ther information, if necessary, in order to be properly and adequately informed before the meetings. All Board deliberations including views of the respective Board members, Board decisions, rationale for each decision, as well as clear actions to be taken by Management are clearly and accurately recorded in the minutes. Relevant Board and Board Committee decisions are also communicated to Management for thwith after each meeting. Board papers are prepared based on a standard format to ensure consistency in the presentation of facts and to ensure all necessary information are adequately provided to the Board. Each Board paper for approval contains comprehensive information on the objective of the paper, background information, financial effects of the proposal made, issues for consideration including issues on risk management, other options for consideration, disclosure of interest of a Director or a major shareholder (if applicable), recommendations from Management and action sought from the Board. During meetings, Management and/ or advisors (as and when necessary) make presentations on the papers tabled to the Board to fur ther facilitate the Board in its decision-making. The quality of information received by the Board has a direct impact on the quality of decisions made by the Board. In order to facilitate the process of the Board providing feedback to Management on the quality In addition, all Directors have access to the advice and services of the Company Secretary and may seek independent professional advice should the need arise. In an effor t to fur ther enhance the services of the Company Secretary to the Board, the Board members provide their respective feedback on the quality of services of the Company Secretary through an Internal Customer Satisfaction Survey designed specifically for the Company Secretary. of Board papers prepared, the Board has adopted a process for rating of papers and presentations prepared by Management at each Board meeting. Each Board member is to provide constructive feedback on the quality of information and analysis contained in the Board papers and presentations through a Board Paper Evaluation Form which is to be filled out by each Board member at the end of each Board meeting. This process helps Management in continuously improving the quality of Board papers and presentations. The Directors also have access to all information within the Group to the extent that the information required is per tinent to the discharge of their duties as Directors and is for the benefit of the Group. In order to ensure the Board is consistently and promptly updated on the Groups performance, the Board receives a Corporate Performance Repor t from Management on a periodical basis. Each repor t contains information on the Groups year-to-date performance and updates on action plans under the Companys Strategic and Business Plans. The Board is also apprised on the Mid-Term Performance of the Group against the Business Plan for the said financial year at the beginning of the second half of the financial year.

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Appointment of Board Members
One of the functions of the BNRC is to propose to the Board for consideration suitable candidates for appointment as Directors, GCEO and Executive Directors (if any) in Pos Malaysia. When considering new appointment(s), the BNRC would consider the candidates skills, knowledge, exper tise, experience, professionalism and integrity. In the case of candidate for the position of Independent Directors, the BNRC would consider the candidates ability to discharge such responsibilities/ functions as expected from Independent Directors. The BNRC is also tasked with reviewing the performance evaluation of the GCEO and Chief Level Officers of the Company. The BNRC also ensures that the level and composition of remuneration are structured so as to link rewards with corporate and individual performance. Training programmes and/or forums attended by the Directors during the financial period under review included Sustainability Programme for Corporate Malaysia-Industrial Products, Cranfield Executive Leadership Forum-The Making of a Global Leader, Bursa Malaysia Corporate Governance Week 2011, Corporate Directors ConferenceThe Resurgence of Corporate Malaysia, Confronting the Bribery and Corruption Nexus in the Private Sector, Luncheon Talk on Corruption in Malaysia, Financial Institutions Directors Education Programme, Talk on Competition Act 2010, Institute of Internal Auditors International Conference 2011, Directors Duties Conference 2011 and ACCA Malaysia Sustainability Repor ting Awards (MASRA) 2011. As an integral par t of the process of recruiting new Board members, each new Director will undergo an orientation programme to better understand the business of the Group. All the Directors have also attended the Mandatory Accreditation Programme.

Directors Training
The Board recognises the impor tance of training as a continuous education process for the Directors in order to ensure that the Directors stay abreast of the latest developments and changes in laws and regulations, business environment and new challenges and to equip the Directors with the necessary knowledge and skills to enable them to fulfill their responsibilities and effectively discharge their duties.

Re-election of Directors
The Company Ar ticles require all Directors of the Company to retire by rotation at least once in every three (3) years and the Directors are then eligible for re-election at the Companys Annual General Meeting (AGM). In accordance with the Company Articles, all Directors will retire from office at least once in every three (3) years and at least one-third of the number of Directors is subject to retirement by rotation at each AGM and they are then eligible to offer themselves for re-election. Details of the Directors seeking re-election at the for thcoming AGM such as their age, qualification, working experience, other directorships of public companies and position in the Company are disclosed in the Board of Directors profile contained in this Annual Report.
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Board Committees
In accordance with the Company Ar ticles, the Board delegates cer tain responsibilities to the Board Committees with clear terms of reference and scope of responsibilities. In the financial period under review, there were four (4) Board Committees namely, the Audit Committee, the BNRC, the Tender Board Committee and the Information and Communication Technology Committee. Institute of Accountants (MIA) and has vast experience in the fields of accounting and corporate finance. Dato Lukman is a Fellow of the Association of Char tered Certified Accountants (ACCA), a member of the Malaysian Institute of Cer tified Public Accountants (CPA) and the Malaysian Institute of Accountants (MIA). He was also the Group Chief Financial Officer and Group Chief Operating Officer of DRB-HICOM Berhad. As for Dato Ibrahim, he has vast experience having served in various divisions at the Ministry of Finance including as Senior Adviser to the Executive Director for South East Asia at the World Bank Group in Washington D.C. The principal functions and duties of the Audit Committee are as follows: Review the quar terly results and annual financial statements of the Company and Group prior to the approval of the Board. Assess the quality and effectiveness of the systems of internal control and the efficiency of the Groups operations, particularly those relating to areas of significant risk. Assess the internal process for determining and managing key risks other than those that are dealt with by other specific Board committees. Most of the Audit Committee members are financially literate and/or have strong management experience. Datuk Low Seng Kuan, Chairman of the Committee is a Char tered Accountant with the Malaysian Institute of Accountants (MIA) and he was the Managing Director of Malaysian Sheet Glass Sdn Bhd. Dato Wee Hoe Soon is a member of the Malaysian Institute of Cer tified Public Accountants (MICPA) and the Malaysian Fur ther details on the Audit Committee including its activities during the period under review are disclosed in the Audit Committee Repor t contained in this Annual Repor t. Review the evaluation by the internal and external auditors of the Groups system of internal control and thereafter repor t the evaluation to the Board.

(1) Audit Committee


The Audit Committee comprises four (4) Non-Executive Directors, of which, three (3) members including the Chairman of the Committee are Independent Directors. The members are as follows:(a) Datuk Low Seng Kuan (Chairman/Senior Independent Non-Executive Director) (b) Dato Wee Hoe Soon @ Gooi Hoe Soon (Independent Non-Executive Director) (c) Dato Lukman bin Ibrahim (Non-Independent Non-Executive Director) (d) Dato Ibrahim Mahaludin bin Puteh (Independent Non-Executive Director)

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(2) Board Nomination and Remuneration Committee
The BNRC comprises five (5) Non-Executive Directors, of which, three (3) members of the Committee are Independent Directors. The members are as follows:(a) Dato Sri Haji Mohd Khamil bin Jamil (Non-Independent Non-Executive Chairman) (b) Dato Ibrahim Mahaludin bin Puteh (Independent Non-Executive Director) (c) Datuk Low Seng Kuan (Senior Independent Non-Executive Director) (d) Dato Krishnan a/l Chinapan (Independent Non-Executive Director) (e) Puan Eshah binti Meor Suleiman (Non-Independent Non-Executive Director) The principal functions and duties of the BNRC are as follows: Propose to the Board suitable candidates for appointment as Directors including membership and chairmanship of Board Committees. Review on an annual basis the Board structure, size and composition. Propose Succession Planning for the GCEO, Executive Directors (if any) and Chief Level Officers of the Company. The Tender Board Committee comprises four (4) Non-Executive Directors, of which two (2) members are Independent Directors. The members are as follows:(a) Puan Eshah binti Meor Suleiman (Chairperson/Non-Independent Non-Executive Director) (b) Dato Ibrahim Mahaludin bin Puteh (Independent Non-Executive Director) (c) Dato Lukman bin Ibrahim (Non-Independent Non-Executive Director) (d) Dato Krishnan a/l Chinapan (Independent Non-Executive Director) Recommend to the Board Key Performance Indicators (KPIs) for the GCEO, Executive Directors (if any) and Chief Level Officers of the Company. Recommend to the Board the remuneration framework for the GCEO, Executive Directors (if any) and Chief Level Officers and to fur ther recommend remuneration package and terms of employment of the GCEO, Executive Directors (if any) and Chief Level Officers of the Company. Assess on an annual basis the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director.

(3) Tender Board Committee

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The principal functions and duties of the Tender Board Committee are as follows: Examine and where appropriate, approve awards of contracts for supply of goods, works or services within the limits authorised in the DAL. Review selection for the appointment of successful tenderers for both close and open tender applications. Review and approve the Companys procurement policies and procedures including general evaluation criteria, anti-corruption policy and codes of conduct. Oversee and monitor the overall implementation of the Companys Procurement Policy Guidelines and review the efficiency and effectiveness of the Companys procurement processes. Review on an annual basis key emerging ICT trends and aler t the Board on the same including potential significant changes to the trend. The Information and Communication Technology Committee comprises three (3) Non-Executive Directors, of which two (2) are Independent Directors. The members are as follows:(a) Dato Lukman bin Ibrahim (Chairman/Non-Independent Non-Executive Director) (b) Dato Ibrahim Mahaludin bin Puteh (Independent Non-Executive Director) (c) Datuk Low Seng Kuan (Senior Independent Non-Executive Director)
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The principal functions and duties of the Information and Communication Technology Committee are as follows: Review, deliberate and thereafter recommend to the Board of Directors for approval proposals made by Management on the Groups flagship ICT related projects. Review and assess the business case of the Groups flagship ICT projects and its costing to ensure that decisions are properly made on ICT related investments and projects. Deliberate on Managements ICT strategic and operational plans to ensure its alignment with the Groups Corporate Strategy and direction.

(4) Information and Communication Technology Committee

Deliberate on significant ICT issues affecting delivery of the Groups flagship projects and thereafter make the necessary recommendations to the Board on action plans to address and mitigate the same.

B. Directors Remuneration
The Board through the BNRC ensures that the level of remuneration of the GCEO and/or Executive Director(s) (if any) is sufficient to attract and retain the GCEO and/or Executive Director(s) to manage the Group successfully. The level and make up of the remuneration are structured so as to link rewards with corporate and individual performance. The BNRC
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determines the performance contracts and targets and structures the rewards for the GCEO and/or the Executive Director(s) performance against these targets. The performance of the GCEO and/or Executive Director(s) and key senior management positions are measured via KPIs that are structured early in the year to measure the performance of key personnel. Meanwhile, the Board as a whole determines the fees payable to Non-Executive Directors and any increase in Directors fees shall be subject to shareholders approval at the Companys AGM. The Non-Executive Directors are paid meeting allowances for every Board Meeting that they attend and the Company also reimburses reasonable expenses incurred by the Directors in the course of their performance of duties as Directors. Details of the remuneration of the Directors of Pos Malaysia for the financial period under review are as follows:Category (Director) Executive Non-Executive Total Fees (RM) 538,474 538,474 Salaries & bonus (RM) 1,360,524 1,360,524 Allowance (RM) 162,688 686,015 848,703 Total (RM) 1,523,212 * 1,224,489 2,747,701

The remuneration band of the Directors of Pos Malaysia for the financial period under review are as shown below:Range of Remuneration Below RM50,000 RM50,001 RM100,000 RM100,001 RM150,000 RM150,001 RM200,000 RM1,500,001 RM1,550,000 Note : Number of Directors Executive 1** Non-Executive 1 6 3 2 -

* This was the total remuneration received by the former Group Managing Director/ Chief Executive Officer (GMD/CEO) of Pos Malaysia Group until his cessation w.e.f. 1 January 2012 which included the Companys contribution to EPF, salary, bonus, gratuity and allowances. ** This was the remuneration band of the former GMD/CEO of Pos Malaysia Group.

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C. Relationship and Communications with Investors and Shareholders
Investor Relations and Shareholder Communication
The Board acknowledges the impor tance of communication with investors and other stakeholders. The Group has been communicating with stakeholders and investors via quar terly financial repor ts, distribution of annual repor ts, announcements, circulars and press releases. In addition, the Company conducts briefings and dialogues with financial analysts via Investors Briefings on a quar terly basis to keep investors informed of the Groups activities and developments. The Groups website, www.pos.com.my also provides an avenue for keeping the general public updated on the activities of the Group. The website is a source of information on the Groups financial results, services and products, annual repor ts, press releases, events, newsletters, media highlights and other relevant information. The Companys financial statements are drawn up in accordance with the provisions of the Companies Act and applicable approved accounting standards for entities other than private entities issued by the Malaysian Accounting Standards Board. In presenting the annual financial statements and quar terly announcements of results to shareholders, the Board aims to present a balanced and understandable assessment of the Groups position and prospects. In this regard, the Board also ensures that the Group uses acceptable accounting policies for its financial statements, consistently applied and suppor ted by reasonable and prudent judgement and estimates. The Audit Committee assists the Board by first reviewing the financial statements to ensure completeness, accuracy and validity prior to adoption of the statements by the Board and subsequent release to Bursa The Companys general meetings serve as the principal forum for communicating with the shareholders of the Company. At general The Board also approves the Companys Annual Budget and Business Plans and carries out periodic review on the progress made by the business units. The Directors Responsibility Statement in respect of the Audited Financial Statement as required under Paragraph 15.26(a) of the MMLR of Bursa Securities is contained in this Annual Repor t. meetings, shareholders have direct access to the Directors. The shareholders are given ample oppor tunity and time to raise questions or seek fur ther information from the Directors regarding the Groups activities, financial performance and prospects as well as raise any issues of concern regarding the Group. Besides the Directors, the Senior Management team and the external auditors of the Company are present at the meetings to assist in providing the necessary responses to queries from the shareholders. Prior to the tabling of proposed resolutions at an
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AGM, the shareholders are presented with a summary of the Groups performance on the financial period under review.

D. Accountability and Audit


Financial Repor ting

General Meetings

Malaysia Securities Berhad.

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Internal Control
The Board has an overall responsibility for maintaining a sound system of internal control to provide reasonable assurance of the effectiveness of the Groups business operations and risk management. The Groups Statement on Internal Control is detailed out in this Annual Repor t. The International Business and Regulatory Management Depar tment of the Company serves as a contact point for the Company to engage with the Malaysian Communications and Multimedia Commission, which is the regulator of postal services in Malaysia and other relevant authorities and/or government bodies to establish and develop the postal regulatory framework for Malaysia. Depar tment conducts regular audit checks on the Strategic Business Units and other suppor t depar tments on a periodical basis and tables its audit repor ts to the Audit Committee for deliberation.

Compliance
Pos Malaysia is licensed under the Postal Services Act 1991 to carry out postal services in Malaysia. Apart from being subject to the provisions of the Postal Services Act 1991 and all related rules and regulations on the postal services, the Company is also subject to the terms and conditions of the postal services license issued to it as well as all relevant Universal Postal Union Conventions and Regulations. The Company Secretary assists the Board in ensuring compliance by the Company and the Board of Directors with the Companies Act, the MMLR of Bursa Securities and other securities laws, rules and regulations. The Board is apprised of the latest amendments to these laws, rules and regulations from time to time and their application to the Company and/ or the Board. As and when necessary, the Company also seeks clarification through professional opinions on the extent of application of the said laws, rules and regulations especially when they concern the duties and responsibilities of the directors. The Companys Internal Audit Department assists the Board and Management in ensuring compliance by the Company with other relevant laws, rules and regulations applicable to the operations of the Company and the Companys internal policies and procedures. The Internal Audit
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Relationship with Auditors


The Company, through the Audit Committee, has an appropriate and transparent relationship with the external auditors. In the course of audit of the Groups operations, the external auditors highlight to the Audit Committee and the Board matters that require the Boards attention. The external auditors also repor t to the Audit Committee on their findings per taining to their annual audit. Fur ther, the external auditors met the Audit Committee members without the presence of Management or other employees pursuant to Paragraph 15.17 of the MMLR of Bursa Securities. Thereafter, the Audit Committee shares and discusses with Management all concerns raised by the external auditors (if any). Thereafter, the necessary action plans are formulated and implemented by Management. Pursuant to the requirement under Paragraph 15.25 of the MMLR of Bursa Securities, the Board is pleased to repor t that the Company has

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applied the principles set out in Par t 1 of the Code and that the Board continues to adopt and comply with the best practices in corporate governance set out in Par t 2 of the Code.

Initiatives
During the financial period under review, in light of the many challenges which the Company needed to embrace and address, the Board has approved a five(5)-year Strategic Plan to define the path and direction of Pos Malaysia in the next five(5) years. The five(5)-year Strategic Plan was the follow-up to the earlier Transformation Masterplan which main emphasis was to keep the house in order through improving the Companys core businesses and processes.

(This Statement is made in accordance with a resolution of the Board of Directors dated 18 June 2012).

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STATEMENT ON INTERNAL CONTROL


Introduction
The Malaysian Code on Corporate Governance (Revised 2007) requires listed companies to maintain a sound system of internal controls to safeguard shareholders investments and the Groups assets. The Bursa Malaysia Securities Berhads (Bursa Securities) Listing Requirements requires directors of public listed companies to include a statement on the state of their internal controls. The Bursa Securities Statement on Internal Control: Guidance for Directors of Public Listed Companies (Guidance) provides guidance for compliance with these requirements. Set out below is the Boards Statement on Internal Control, which has been prepared in accordance with the Guidance. The policy of the Board is: To manage risks proactively; To manage risks pragmatically, to acceptable levels given the par ticular circumstance of each situation; To manage risk routinely and in an integrated and transparent way in accordance with good governance practices; and To require that an effective and formalised Enterprise Risk Management (ERM) Policy and Procedure Manual framework is established and maintained by the Group. The Board has a stewardship responsibility to understand these risks, communicating the requirements of this policy and to guide the organisation in dealing with these risks.

Responsibility
The Board is responsible for ensuring that a sound system of internal control to safeguard shareholders interest and Companys assets is maintained. The Board affirms its overall responsibility for the Groups system of internal control which includes the establishment of an appropriate control environment and framework as well as reviewing its adequacy and integrity. As there are limitations that are inherent in any system of internal control, this system is designed to manage rather than eliminate risks that may hinder the achievement of the Groups business objectives. Accordingly, it can only provide reasonable but not absolute assurance against material misstatement or loss. The system of internal control includes strategic, financial, operational, compliance controls and risk management procedures.

Reporting Structure
The Risk Management Committee (RMC) of the Group is chaired by the Group Chief Executive Officer (GCEO) and during the period under review, the members are as follows: Chairman: Dato Khalid bin Abdol Rahman Group Chief Executive Officer Members: Mohd Shukrie bin Mohd Salleh Group Chief Operating Officer

Risk Management Framework


Policy
The Board subscribes to the fact that an effective risk management practice is a critical component of a sound system of internal control. In view of this, there is a formal process to identify, evaluate and manage significant risks faced by the Group that may impede the achievement of the Groups objectives during the period under review.

Nik Ahmad Fauzan bin Nik Mohamed Group Head, Corporate Services Ahmad Faisal bin Murad Group Chief Financial Officer

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STATEMENT ON INTERNAL CONTROL


Bahaman bin Kamaruzzaman Chief Operating Officer, PosMel The Risk Management Depar tment (RMD) acts as a suppor t for the RMC in monitoring, analysing and reporting of the risks identified enterprise-wide and as the facilitator in the risk assessment process. RMD evaluates the risk policy and procedures, and initiates improvements by maintaining awareness of trends and developments in risk management that may have significant impact to the organisation. Risk owners and co-owners have been identified to ensure that the risk registers and risk profiles are updated accordingly. The risk registers and risk profiles of each Strategic Business Unit (SBU), depar tment and the main subsidiary company are updated quarterly and the consolidated repor ts are tabled to the RMC and the Audit Committee. The Group Internal Audit (IA) is involved in validating the results of the ERM processes. The IA function examines the risk management systems for its effectiveness. The Board and the Management review and enhance the ERM framework to ensure that ERM practices are aligned with the latest ERM development and best practices. Other Key Elements of Internal Control The other key elements of the Groups internal control systems are described below: The roles and responsibilities of the Board of Directors, Risk Management Committee, Business and Support Units and State offices in respect of Risk Management are defined in the Risk Management Policy.

Hj. Azizan bin Tarja Chief Operating Officer, PosLaju

Dato Mearia binti Hamzah Chief Operating Officer, PosNiaga

Radin Asrul bin Adza Chief Information Officer

The RMCs principal roles and responsibilities, which are stipulated in the ERM, are as follows: Formulate policy, business rules, processes and structures to meet the risk management implementation needs;

Implement the processes and source for suitable personnel for the depar tment; Monitor policy implementation and the continuous development of the risk management in the organization;

Approve risk parameters and controls; Initiate and conduct business within agreed risk constraints and business rules; Ensure that periodical risk reports are submitted accurately and in a timely manner to the Audit Committee and the Board: and

The lines of responsibility and frequency of repor ting of risks are also defined in the Risk Management Policy.

Ar ticulate and challenge the key risks, controls and elements of best practice and also offers suppor t and advice.

Operating policies and procedures, which incorporate regulatory and internal requirements, are prescribed in Operating Procedures and Circulars. The documents are updated as and when necessary to meet the continually changing operational needs.

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STATEMENT ON INTERNAL CONTROL


The Board meets at least quarterly to review the Groups operational and financial performance against approved budgets, approved quar terly report to Bursa Malaysia Securities Berhad (Bursa Securities) and deliberate on issues that require the Boards approval. In addition, the Board is also updated on the changes in the business environment that may adversely affect business performance and relevant actions taken.

The Audit Committee, together with the IA Depar tment provides an assessment on the adequacy, efficiency and effectiveness of the Groups internal control system. The IA Depar tment recommends improvements where necessary.

The monitoring, review and repor ting arrangements in place give reasonable assurance that the structure of controls and its operations are appropriate to the Groups operations and that risks are at an acceptable level throughout the Group. However, the arrangements do not eliminate the possibility of human error or deliberate circumvention of control procedures by employees. The Board believes that the development of the system of internal control is an ongoing process and has taken steps throughout the year to improve its internal control system and will continue to do so.

Weakness in Internal Control that Result in Material Losses


To the best of the Boards knowledge, there were no material losses incurred during the period under review as a result of weaknesses in internal control. Management continues to take measures to improve and strengthen the internal control environment. This Statement on Internal Control was approved by the Board of Directors on 18 June 2012.

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DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Paragraph 15.26(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors is required to include a statement in the Companys Annual Report explaining its responsibility for preparing the annual audited financial statements. In preparing the financial statements of the Company and the Group for the financial period ended 31 March 2012, the Directors are satisfied that the Company and the Group have used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates. The Directors are also satisfied that all applicable approved accounting standards for entities other than private entities issued by the Malaysian Accounting Standards Board and the provisions of the Companies Act, 1965 have been complied. The Directors are responsible for ensuring that the Company and companies within the Group keep accounting records which disclose with reasonable accuracy the financial position of the Company and of the Group. In addition, the Directors are responsible to take such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. (This Statement is made in accordance with a resolution of the Board of Directors dated 18 June 2012).

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ADDITIONAL COMPLIANCE INFORMATION


1. Utilisation of Proceeds
During the financial period ended 31 March 2012, there were no proceeds raised by the Company from any corporate proposals.

6. Variation in Results
There is no variance in the Companys audited financial results for the financial period ended 31 March 2012 from the unaudited results as previously announced. The Company has not released or announced any estimated profit, financial forecast and projection in the financial period ended 31 March 2012.

2. Share buy-back
During the financial period ended 31 March 2012, the Company has not exercised any share buy-back permitted by Section 67A of the Companies Act, 1965.

7. Profit Guarantee
During the financial period ended 31 March 2012, the Company did not give any profit guarantee.

3. Options, Warrants or Convertible Securities


During the financial period ended 31 March 2012, the Company did not issue or exercise any ESOS, warrants or convertible securities.

8. Material Contracts
There were no material contracts entered into by the Company or its subsidiaries involving the directors and substantial shareholders, either still subsisting at the end of the financial period ended 31 March 2012 or entered into since the end of the previous financial year.

4. American Depository Receipt (ADR) / Global Depository Receipt (GDR)


During the financial period ended 31 March 2012, the Company did not sponsor any ADR and GDR.

9. Non-Audit Fees
The amount of non-audit fees paid and payable to external auditors by the Group for the financial period ended 31 March 2012 is RM67,000.

5. Sanctions and/ or Penalties


During the financial period ended 31 March 2012, there were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by the relevant regulatory bodies.

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AUDIT COMMITTEE REPORT


The Board of Directors of Pos Malaysia is pleased to present the repor t on the Audit Committee of the Board for the financial period ended 31 March 2012. e) Puan Sri Datuk Nazariah binti Mohd Khalid Independent Non-Executive Director (Member) (Resigned w.e.f. 9 November 2011) f) Dato Lukman bin Ibrahim Non-Independent Non-Executive Director (Member) (Appointed w.e.f.15 September 2011) g) Dato Ibrahim Mahaludin bin Puteh Independent Non-Executive Director (Appointed w.e.f. 15 February 2012)

Members and Meetings


The Audit Committee of Pos Malaysia had convened twelve (12) meetings during the financial period under review. The details of the Pos Malaysias Audit Committee members and the attendance are as follows:

Members
a) Datuk Low Seng Kuan Senior Independent Non-Executive Director (Chairman)

Attendance of Meetings
b) Dato Wee Hoe Soon @ Gooi Hoe Soon Independent Non-Executive Director (Member) c) YM Tunku Dato Mahmood Fawzy bin Tunku Muhiyiddin Non-Independent Non-Executive Director (Member) (Resigned w.e.f. 1 July 2011) d) Abdul Hamid bin Sh Mohamed Independent Non-Executive Director (Member) (Resigned w.e.f. 13 December 2011) Members Datuk Low Seng Kuan Dato Wee Hoe Soon @ Gooi Hoe Soon YM Tunku Dato Mahmood Fawzy bin Tunku Muhiyiddin Abdul Hamid bin Sh Mohamed Puan Sri Datuk Nazariah binti Mohd Khalid Dato Lukman bin Ibrahim Dato Ibrahim Mahaludin bin Puteh Total 12/12 10/12 4/5 11/11 10/10 3/3 1/1

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AUDIT COMMITTEE REPORT


Terms of Reference
The Terms of Reference of the Audit Committee are in line with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (MMLR of Bursa Securities) and the Malaysian Code on Corporate Governance (Revised 2007)(the Code). The Terms of Reference of the Audit Committee are as follows: In the event of any vacancy in the Audit Committee resulting in he non-compliance of the t MMLR of Bursa Securities per taining to composition of the Audit Committee, the Board of Directors shall within three (3) months of that event fill the vacancy;

The Audit Committee members shall collectively:- a) b) Have knowledge of the industries in which the Group operates; and Have the ability to understand key business and financial risks as well as related controls and control processes; All members of the Audit Committee shall also be financially literate i.e. have the ability to read and understand fundamental financial statements, including a Companys balance sheet, income statement, statement of cash flow and key performance indicators.

Composition of Committee
The Audit Committee shall be appointed by the Board of Directors upon recommendation of the Board Nomination and Remuneration Committee which meets the following requirements: The Audit Committee shall consist of not less than three (3) members; All the members of the Audit Committee must be non-executive directors, with a majority of them being independent directors as defined under the MMLR of Bursa Securities;

Audit Committee Meetings


The Audit Committee Meetings shall be held not less than four (4) times a year. In addition to the members of the Audit Committee, the meeting shall be attended by the Group Managing Director/Chief Executive Officer, Chief Financial Officer and Chief Internal Auditor. Other members of the Board, senior management and external auditors representatives may attend the meetings upon invitation of the Audit Committee. The auditors, both internal and external, may request a meeting if they deem necessary. The quorum for a meeting of the Audit Committee shall comprise a majority of Independent Directors from among its members. In the absence of the Chairman, the members present shall elect a chairman for the meeting from among the members present. Minutes of each meeting shall be kept and distributed to each member of the Audit Committee and of the Board. The Audit Committee shall repor t on each meeting to the Board. The Secretary to the Audit Committee shall be the Company Secretary or any other person as the Committee may decide.

At least one (1) member of the Audit Committee must meet the criteria set by the MMLR of Bursa Securities as follows: Must be a member of the Malaysian Institute of Accountants; or If he/she is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years working experience; and He/she must have passed the examinations specified in Par t I of the 1st Schedule of the Accountants Act 1967; or he/she must be a member of one (1) of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967; or Fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad (Bursa Securities);. The members of the Audit Committee shall elect a Chairman from among themselves who shall be an Independent Director ; No alternate director should be appointed as a member of the Audit Committee;
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AUDIT COMMITTEE REPORT


Rights and Authority
The duties of the Audit Committee shall be in accordance with the same procedures adopted by the Board: Have authority to investigate any activity within its Terms of Reference; Have the resources which are required to perform its duties; Have full and unrestricted access to any employee and information per taining to the Group. All documents of the Group shall be made accessible to the Audit Committee and all employees are directed to co-operate with the request made by the Audit Committee; Have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity for the Group; and Be able to engage independent professional advisers or other advisers and to secure attendance of other third parties with relevant experience and exper tise if it considers necessary. Notwithstanding anything to the contrary, the Audit Committee does not have executive powers and shall report to the Board of Directors on matters considered and its recommendation thereon, relating to the Group and the Company.

Responsibilities and Duties


The responsibilities and duties of the Audit Committee are as follows: a) Risk Management To review the adequacy and effectiveness of Enterprise Risk Management (ERM), repor ting structures, risk profiles and governance processes.

b) Internal Audit To approve the appointment, replacement and dismissal of the Chief Internal Auditor and his/her deputy; To review the adequacy of the scope, functions, competency and resources of Internal Audit Department (IAD) and that it has the necessary authority to carry out its work; To review and approve the Annual Risk Based Audit Plan, Key Performance Indicators and subsequently appraise the performance of the IAD; To monitor the effectiveness in the implementation of the Whistle Blowing Policy and procedure and other related governance processes; To review the internal audit repor ts on significant/ major audit findings and Managements responses to ensure that appropriate and adequate remedial actions are taken by the Management; and To review the systems of internal controls with the auditors.

Review of the Audit Committee


The performance of the Audit Committee and each of the members shall be reviewed by the Board of Directors at least once every three (3) years to determine whether the Committee and its members have carried out their duties in accordance with the Terms of Reference as set out in the Corporate Governance Statement in this Annual Repor t.

c) External Audit To review the external auditors audit plan, scope of their audits and their Management letters and ensure appropriate and adequate remedial actions are taken by Management on significant lapses in controls and procedures that are identified; To assess the performance of the external auditors and make recommendations to the Board of Directors on their appointment and removal; To recommend the nomination of external auditors, their audit fees and resignation or dismissal of external auditors and thereafter repor t the same to the Board;
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AUDIT COMMITTEE REPORT


To review the quarterly and annual financial statements of the Group and the Company focusing on the matters set out below, and thereafter submit the same to the Board: Any changes in or implementation of major accounting policies and practices; Major judgmental areas, significant and unusual events; Significant adjustments arising from the audit; Going concern assumption; and Compliance with Accounting Standards and regulatory requirements. During the period under review, the Audit Committee carried out the following activities:-

Summary of Activities

Financial Reporting
Reviewed quar terly and annual financial repor ts of the Group and the Company prior to submission to the Board of Directors for approval. The review was to ensure that the financial repor ting and disclosure are in compliance with: Provisions of the Companies Act 1965; MMLR of Bursa Securities; Applicable approved accounting standards in Malaysia; and Other legal and regulatory requirements; In the review of the annual audited financial statements, the Audit Committee discussed with Management and the external auditors, the accounting principles and standards that were applied and their judgment of the items that may affect the financial statements.

To discuss problems and reservations arising from the interim and final audits and any matter the external auditors may wish to discuss.

d) Other Matters To review related par ty transactions entered into by the Group and the Company and to ensure that such transactions are undertaken on the Groups normal commercial terms and that the internal control procedures with regards to such transactions are sufficient. Any other functions as may be agreed to by the Committee and the Board. Where the Audit Committee is of the view that a matter repor ted to the Board of Directors has not been satisfactorily resolved resulting in a breach of the MMLR of Bursa Securities, the Committee has the responsibility to properly repor t such matter to Bursa Securities.

Internal Audit
a. Reviewed the risk-based annual audit plan to ensure adequacy of the scope and coverage of major risk areas of the Group; b. Reviewed the Key Performance Indicators of the IAD and appraised the depar tments performance and competency level; c. Reviewed the effectiveness of the audit process, resource requirements for the year ; d. Reviewed the internal audit repor ts which were tabled during the period, the audit recommendations made and managements responses to these recommendations and where appropriate, the committee would direct Management to rectify and improve internal controls and Standard Operating Procedures based on the internal auditors recommendations and suggestions for improvement;

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AUDIT COMMITTEE REPORT


e. Monitored the corrective actions on the outstanding audit issues to ensure that all the key risks and control lapses had been addressed; and f. Monitored internal audit activities and the staffing requirements, skills and the core competency of the Internal Auditors. The audit scope includes performing audit reviews at Strategic Business Units (SBUs), States Management Offices, Suppor t Services Depar tments and subsidiaries. The audits cover the reviews on:1. the adequacy of internal controls; 2. the effectiveness and efficiency of operations; 3. the accuracy of financial and operational information; 4. the compliance with internal policy & procedure, regulatory and statutory requirements; 5. the adequacy and effectiveness of IT systems in suppor ting operations; 6. the effectiveness of risk management processes and the implementation of controls by management to mitigate companys major risks; 7. the effectiveness of on-going key project implementation and deliverables; and 8 the compliance with the Code and the MMLR of Bursa Securities.

External Auditors
a. Reviewed the external auditors on: their audit plan, audit strategy and scope of work for the period; and the results of the annual audit, their audit reports and management letter together with managements response to the findings of the external auditors.

b. Evaluated the performance and the effectiveness of the external auditors and made recommendations to the Board of Directors on their appointment and remuneration.

Related Party Transactions


The IAD shows a high level of professional exper tise, with qualified and experienced auditors Review related par ty transactions entered into by the Group and the Company and the disclosure of such transactions as per the regulatory requirements. who consistently show their competency through the high quality and usefulness of the audit product over time. The IAD also conducted ad-hoc assignments and investigation audits requested by the Audit Committee and Management. Fur ther, the IAD conducts regular follow-up(s) on the closing of audit issues with input from the Management. In ensuring effective communication of audit issues to all operational areas and prompt closing of audit issues, meetings were held with the Management on a regular basis. Management is responsible for ensuring that corrective actions on repor ted weaknesses and suggested improvements as recommended are taken within the required time frame.

Internal Audit Function


The Audit Committee is assisted by the IAD to effectively discharge its duties and responsibilities. The IAD reports directly to the Audit Committee. In the financial period ended 2012, there were twelve (12) Audit Committee meetings held to deliberate on major audit findings. In general, the IAD provides an independent assurance on the adequacy and effectiveness of internal controls, corporate risk management and overall governance processes. Annually, the IAD prepares a risk based audit plan and presents to the Audit Committee for approval. In view of scarce resources, the risk based audit plan gives priority and focuses on the Companys top risks identified by the Management.
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AUDIT COMMITTEE REPORT


The IAD also provides consultancy services to the Management in evaluating the risk exposures of new business products and projects prior to implementation and ensures that controls are in place to mitigate risks identified. The IAD continues to assist Management in suppor ting the Whistle Blowing Policy and the Integrity Pact established in 2008 to ensure transparency and integrity throughout the tendering process. The IAD independently reviews the risk management governance processes to ensure their adequacy and effectiveness and repor ts to the Audit Committee on a periodical basis. The IAD also performs a full scope of investigation functions and produces investigation repor t to the management for subsequent internal disciplinary action. The total budget for the Internal Audit function at Pos Malaysia in respect of the financial period ended 31 March 2012 was RM6.4 million.

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UNVEILING FOR GROWTH

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DIRECTORS REPORT FOR THE PERIOD ENDED 31 MARCH 2012


The Directors of Pos Malaysia Berhad have pleasure in submitting their repor t together with the audited financial statements of the Group and of the Company for the financial period ended 31 March 2012. Principal activities The principal activities of the Company during the financial period are to provide postal and its related services which include receiving and dispatching of postal ar ticles, postal financial services, dealing in philatelic products and sale of postage stamps. The principal activities of the subsidiaries are stated in Note 13 to the financial statements. There has been no significant change in the nature of these activities during the financial period. Change of year end On 23 November 2011, the Group changed its financial year end from 31 December to 31 March. Financial Results Group RM000 Profit for the financial period attributable to the owners of the Company 138,841 Company RM000 115,886 The Directors recommend the payment of a first and final dividend of 17.5 sen per ordinary share less tax at 25% (13.1 sen net per ordinary share) totalling to RM70,485,000 in respect of the financial period ended 31 March 2012, subject to the approval of the shareholders at the for thcoming Annual General Meeting. Directors of the Company The Directors who have held office during the period since the date of the last repor t are as follows: Dato Sri Haji Mohd Khamil bin Jamil (appointed as Director w.e.f. 04.07.2011 and redesignated as Chairman w.e.f. 15.07.2011) Dato Lukman bin Ibrahim (appointed w.e.f. 04.07.2011) Datuk Low Seng Kuan Dato Krishnan a/l Chinapan Dato Ibrahim Mahaludin bin Puteh Dato Wee Hoe Soon @ Gooi Hoe Soon Eshah binti Meor Suleiman Dato Syed Faisal Albar bin Syed A.R Albar (ceased w.e.f. 01.01.2012) Abdul Hamid bin Sh. Mohamed (resigned w.e.f. 13.12.2011) There were no material transfers to or from reserves and provisions during the period under review other than as disclosed in the financial statements. Puan Sri Datuk Nazariah binti Mohd Khalid (resigned w.e.f. 09.11.2011) Tan Sri Dato Ir Muhammad Radzi bin Haji Mansor (resigned w.e.f. 21.10.2011) Tan Sri Dato Seri (Dr.) Aseh bin Haji Che Mat (resigned w.e.f. 15.07.2011) Tunku Dato Mahmood Fawzy bin Tunku Muhiyiddin (resigned w.e.f. 01.07.2011) Dividends Since the end of the previous financial year, the Company paid a first and final dividend of 10.0 sen per ordinary share less tax at 25% (7.5 sen net per ordinary share) and a special dividend of 7.5 sen per ordinary share less tax at 25% (5.6 sen net per ordinary share) totalling RM70,485,000 on 3 June 2011 in respect of the financial year ended 31 December 2010.

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DIRECTORS REPORT FOR THE PERIOD ENDED 31 MARCH 2012


Directors interests According to the Register of Directors Shareholdings, par ticulars of the interests of a Director who held office at the end of financial period, in shares of the Company were as follows: Number of ordinary shares of RM0.50 each At date of appoinment Dato Sri Haji Mohd Khamil bin Jamil 57 Bought Sold At 31.3.2012 57 Issue of shares Other than as disclosed above, according to the Register of Directors, none of the Directors in office at the end of the financial period held any interest in the shares of the Company and of its related corporations during the financial period. Options granted over unissued shares Directors benefits During and at the end of the financial period, no arrangements subsisted to which the Company is a par ty, being arrangements with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. Since the end of the previous financial period, no Director has received nor become entitled to receive a benefit (other than emoluments disclosed in Note 6 to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest. Nomination and remuneration committee The Nomination and Remuneration Committee establishes and recommends the remuneration structure and policy for the Directors and Key Management Officers whereupon such recommendations are made to the Board of Directors for approval. ii) any current assets which were unlikely to be realised in the ordinary course of business have been written down to an amount which they might be expected so to realise. i) all known bad debts have been written off and adequate provision made for doubtful debts, and Other statutory information Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the Directors took reasonable steps to ascer tain that: No options were granted to any person to take up unissued shares of the Company during the financial period. There were no changes in the authorised, issued and paid-up capital of the Company during the financial period. Dato Sri Haji Mohd Khamil bin Jamil Dato Ibrahim Mahaludin bin Puteh Datuk Low Seng Kuan Dato Krishnan a/l Chinapan Eshah binti Meor Suleiman (Chairman/Non-Independent Non-Executive Director) (Independent Non-Executive Director) (Senior Independent Non-Executive Director) (Independent Non-Executive Director) (Non-Independent Non-Executive Director) The Nomination and Remuneration Committee consists of the following Directors:

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DIRECTORS REPORT FOR THE PERIOD ENDED 31 MARCH 2012


At the date of this report, the Directors are not aware of any circumstances: i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group and in the Company inadequate to any substantial extent, or ii) that would render the value attributed to the current assets in the financial statements of the Group and of the Company misleading, or iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate, or iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial statements of the Group and of the Company misleading. At the date of this report, there does not exist: i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial period and which secures the liabilities of any other person, or ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial period. Auditors The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment. Signed on behalf of the Board of Directors in accordance with a resolution of the Directors: In the opinion of the Directors, except for impairment losses as disclosed in Note 5 of the financial statements, the financial performance of the Group and of the Company for the financial period ended 31 March 2012 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial period and the date of this repor t. Other statutory information (continued) No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial period which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.

Dato Sri Haji Mohd Khamil bin Jamil Kuala Lumpur, Date : 18 June 2012

Datuk Low Seng Kuan

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STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 MARCH 2012


Group 1.1. 2011 to Note Revenue Cost of materials and consumables Staff costs Rental , communication and utilities Transportations Maintenance and supplies Depreciation of property, plant and equipment Other operating expenses Impairment loss on property, plant and equipment Results from operating activities Finance income Other income Fair value through profit or loss: held for trading Reversal of impairment loss on other receivables Impairment loss on investment in a subsidiary Impairment loss on financial assets designated as available-for-sale Change in fair value of investment properties Finance cost Profit before tax Tax expense Profit for the period/year attributable to owners of the Company 5 7 13 15 11 10 10 4 31.3.2012 RM000 1,481,660 (24,952) (780,713) (81,916) (167,308) (70,751) (86,845) (91,415) 177,760 19,153 17,897 283 (10,322) (2,531) (2,038) 200,202 (61,361) 138,841 Year ended 31.12.2010 RM000 1,014,975 (16,026) (559,395) (55,545) (119,099) (49,421) (57,126) (52,695) (22,273) 83,395 13,234 13,437 1,489 15,537 (25,098) (2,928) 99,066 (31,958) 67,108 Company 1.1.2011 to 31.3.2012 RM000 1,435,227 (7,356) (764,158) (84,673) (166,388) (70,457) (83,956) (87,339) 170,900 16,153 17,709 337 (17,164) (10,322) (2,037) 175,576 (59,690) 115,886 Year ended 31.12.2010 RM000 982,026 (6,158) (546,461) (53,019) (118,385) (45,403) (54,606) (49,600) (22,273) 86,121 12,382 13,561 1,489 (25,098) (2,926) 85,529 (30,810) 54,719

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STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 MARCH 2012

Group 1.1.2011 to Note Other comprehensive income, net of tax Revaluation of property, plant and equipment upon transfer of properties to investment properties Total comprehensive income for the period/year attributable to owners of the Company Basic earnings per ordinary share (sen) 8 1,144 139,985 25.9 67,108 12.5 31.3.2012 RM000 Year ended 31.12.2010 RM000

Company 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000

115,886

54,719

The notes on pages 128 to 196 are an integral part of these financial statements.

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STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2012


Group 31.3.2012 Note Assets Property, plant and equipment Investment properties Goodwill Investments in subsidiaries Investments in associates Other investments Deferred tax assets Total non-current assets 10 11 12 13 14 15 22 622,309 27,958 4,630 120,744 775,641 551,960 15,071 4,630 96,468 417 668,546 543,932 45,180 121,193 710,305 459,819 62,344 96,079 618,242 RM000 31.12.2010 RM000 Company 31.3.2012 RM000 31.12.2010 RM000

Other investments Inventories Trade and other receivables Prepayment and other assets Current tax assets Cash and cash equivalents Assets classified as held for sale Total current assets Total assets

15 16 17

3,268 10,132 153,157 9,857 190

104,306 8,761 187,595 8,975 1,503 395,533 706,673 1,375,219

2,323 6,855 257,994 4,243 436,648 1,755 709,818 1,420,123

103,164 5,457 242,882 8,214 354,443 714,160 1,332,402

18 19

544,076 1,755 722,435 1,498,076

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121

STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2012


Group 31.3.2012 Note Equity Share capital Share premium Reserves Total equity Liabilities Deferred tax liabilities Hire purchase liabilities Total non-current liabilities 22 23 17,804 15 17,819 12,282 30,762 43,044 17,399 17,399 11,372 30,738 42,110 20 20 21 268,513 385 629,195 898,093 268,513 385 559,695 828,593 268,513 385 528,185 797,083 268,513 385 482,784 751,682 RM000 31.12.2010 RM000 Company 31.3.2012 RM000 31.12.2010 RM000

Hire purchase liabilities Current tax liabilities Trade and other payables Total current liabilities Total liabilities Total equity and liabilities

23

5 17,538

13,236 18,497 471,849 503,582 546,626 1,375,219

17,946 587,695 605,641 623,040 1,420,123

13,222 19,011 506,377 538,610 580,720 1,332,402

24

564,621 582,164 599,983 1,498,076

The notes on pages 128 to 196 are an integral part of these financial statements.

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Pos Malaysia Berhad


annual report 2012

STATEMENTS OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 MARCH 2012


Attributable to owners of the Company Non distributable Share capital* Note Group At 1 January 2010 Profit and total comprehensive income for the year Dividends to owners of the Company At 31 December 2010/ 1 January 2011 Profit for the period Revaluation of property, plant and equipment upon transfer of properties to investment properties Total comprehensive income for the period Dividends to owners of the Company At 31 March 2012 9 9 268,513 268,513 385 385 1,144 542,933 67,108 (50,346) 559,695 138,841 811,831 67,108 (50,346) 828,593 138,841 1,144 RM000 Share premium RM000 Revaluation reserve RM000 Distributable Retained earnings RM000 Total RM000

268,513 Note 20

385 Note 20

1,144 1,144 Note 20

138,841 (70,485) 628,051 Note 21

139,985 (70,485) 898,093

The notes on pages 128 to 196 are an integral par t of these financial statements.

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STATEMENTS OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 MARCH 2012 (CONTINUED)
Attributable to owners of the Company Non distributable Share capital* Note Company At 1 January 2010 Profit and total comprehensive income for the year Dividends to owners of the Company At 31 December 2010/ 1 January 2011 Profit and total comprehensive income for the period Dividends to owners of the Company At 31 March 2012 9 9 268,513 268,513 268,513 Note 20 385 385 385 Note 20 478,411 54,719 (50,346) 482,784 115,886 (70,485) 528,185 Note 21 747,309 54,719 (50,346) 751,682 115,886 (70,485) 797,083 RM000 Share premium RM000 Distributable Retained earnings RM000 Total RM000

Share capital includes the Special Rights Redeemable Preference Share of RM1.00. Refer to Note 20(a) the financial statements for details of the terms and rights attached to Special Rights Redeemable Preference Share.

The notes on pages 128 to 196 are an integral part of these financial statements.

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Pos Malaysia Berhad


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STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED 31 MARCH 2012


Group Note Cash flows from operating activities Profit before tax Adjusments for: Change in fair value of investment properties Depreciation of property, plant and equipment Dividend income Fair value through profit or loss: held for trading Finance income Finance costs Gain on disposal of property, plant and equipment Impairment loss on: - Financial asset designated as available-for-sale - Property, plant and equipment - Investment in a subsidiary Loss/(Gain) on disposal of other investments Operating profit before changes in working capital Change in inventories Change in trade and other receivables, prepayments and other assets Change in trade and other payables Cash generated from operations Income tax paid Income tax refund Net cash generated from operating activities 10 13 10,322 16 281,088 (1,371) 33,556 89,100 402,373 (55,068) 347,305 25,098 22,273 (93) 184,447 (69) (19,063) 55,254 220,569 (27,399) 5,281 198,451 10,322 17,164 16 271,204 (1,398) (11,141) 77,646 336,311 (54,728) 281,583 25,098 22,273 (93) 169,240 (721) (14,019) 84,896 239,396 (25,221) 5,281 219,456 11 10 2,531 87,262 (74) (283) (19,153) 2,038 (1,773) 57,126 (132) (1,489) (13,234) 2,928 (7,096) 84,373 (41) (337) (16,153) 2,037 (1,753) 54,606 (132) (1,489) (12,382) 2,926 (7,096) 200,202 99,066 175,576 85,529 1.1.2011 to 31.3.2012 Year ended 31.12.2010 RM000 RM000 Company 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000

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STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED 31 MARCH 2012 (CONTINUED)
Group Note Cash flows from investing activities Proceeds from disposal of other investments Proceeds from disposal of property, plant and equipment Purchase of property, plant and equipment Acquisition of other investments Interest received Dividend received Increase in investment in a subsidiary Net cash used in investing activities Cash flows from financing activities Repayment of hire purchase Interest paid Dividend paid to owners of the Company Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 March/31 December (i) (i) (43,978) (2,038) (70,485) (116,501) 144,871 265,066 409,937 (8,821) (2,928) (50,346) (62,095) 85,589 179,477 265,066 (43,960) (2,037) (70,485) (116,482) 78,533 223,976 302,509 (8,809) (2,926) (50,346) (62,081) 83,506 140,470 223,976 (ii) 102,353 1,856 (173,723) (35,890) 19,397 74 (85,933) 3,694 8,492 (76,332) (200) 13,447 132 (50,767) 100,853 1,836 (170,324) (35,890) 16,916 41 (86,568) 3,694 8,492 (78,087) 12,960 132 (21,060) (73,869) 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000 Company 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000

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Pos Malaysia Berhad


annual report 2012

STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED 31 MARCH 2012 (CONTINUED)
(i) Cash and cash equivalents Cash and cash equivalents included in the statements of cash flows comprise the following statements of financial position amounts: Group Note Cash and bank balances Liquid investments Deposits placed with licensed banks 18 18 18 31.3.2012 RM000 97,903 280,838 165,335 544,076 31.12.2010 RM000 119,781 118,700 157,052 395,533 Company 31.3.2012 RM000 77,748 198,900 160,000 436,648 31.12.2010 RM000 84,136 118,700 151,607 354,443

Less: Cash held for the purpose of distribution of fuel rebate for the government Collections on behalf of agency creditors 18 (134,139) 409,937 (4,338) (126,129) 265,066 (134,139) 302,509 (4,338) (126,129) 223,976

(ii) Purchase of property, plant and equipment During the period, the Group and Company acquired proper ty, plant and equipment with an aggregate cost of RM173,723,000 (31.12.2010: RM96,926,000) and RM170,324,000 (31.12.2010: RM98,681,000) of which Nil (31.12.2010: RM20,594,000) and Nil (31.12.2010: RM20,594,000) respectively, were acquired by means of hire purchases.

The notes on pages 128 to 196 are an integral par t of these financial statements.

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127

NOTES TO THE FINANCIAL STATEMENTS


Pos Malaysia Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of the Bursa Malaysia Securities Berhad. The address of its registered office and principal place of business is as follows: Registered office/Principal place of business Tingkat 8, Ibu Pejabat Pos Kompleks Dayabumi 50050 Kuala Lumpur The consolidated financial statements of the Company as at and for the period ended 31 March 2012 comprise the Company and its subsidiaries (together referred to as the Group and individually referred to as Group entities) and the Groups interest in associates. The financial statements of the Company as at and for the period ended 31 March 2012 do not include other entities. The principal activities of the Company during the financial period are to provide postal and its related services which include receiving and dispatching of postal ar ticles, postal financial services, dealing in philatelic products and sale of postage stamps. The principal activities of the subsidiaries are stated in Notes 13 to the financial statements. These financial statements were authorised for issue by the Board of Directors on 18 June 2012. FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2012 Amendments to FRS 101, Presentation of Financial Statements - Presentation of Items of Other Comprehensive Income FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2013 (a) Statement of compliance The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards (FRSs), generally accepted accounting principles and the Companies Act, 1965 in Malaysia. FRS 10, Consolidated Financial Statements FRS 11, Joint Arrangements FRS 12, Disclosure of Interests in Other Entities FRS 13, Fair Value Measurement FRS 119, Employee Benefits (2011) The following are the accounting standards, amendments and interpretations of the FRS framework that have been issued by the Malaysian Accounting Standards Board (MASB) but have not been adopted by the Group and the Company: FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2011 IC Interpretation 19, Extinguishing Financial Liabilities with Equity Instruments Amendments to IC Interpretation 14, Prepayments of a Minimum Funding Requirement

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2012 FRS 124, Related Par ty Disclosures (revised) Amendments to FRS 1, First-time Adoption of Financial Repor ting Standards Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters Amendments to FRS 7, Financial Instruments: Disclosures - Transfers of Financial Assets Amendments to FRS 112, Income Taxes - Deferred Tax: Recovery of Underlying Assets

1. BASIS OF PREPARATION

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128

Pos Malaysia Berhad


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NOTES TO THE FINANCIAL STATEMENTS


FRS 127, Separate Financial Statements (2011) FRS 128, Investments in Associates and Joint Ventures (2011) IC Interpretation 20, Stripping Costs in the Production Phase of a Surface Mine Amendments to FRS 7, Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities Amendments to FRS 1, First-time Adoption of Financial Repor ting Standards - Government Loans FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2014 Amendments to FRS 132, Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2015 FRS 9, Financial Instruments (2009) FRS 9, Financial Instruments (2010) Amendments to FRS 7, Financial Instruments: Disclosures - Mandatory Date of FRS 9 and Transition Disclosures The Groups and the Companys financial statements for annual period beginning on 1 April 2012 will be prepared in accordance with the Malaysian Financial Repor ting Standards (MFRSs) issued by the MASB and International Financial Repor ting Standards (IFRSs). As a result, the Group and the Company will not be adopting the above FRSs, Interpretations and amendments. The accounting policies set out below have been applied consistently to the periods (b) Basis of measurement The financial statements have been prepared on the historical cost basis except as disclosed in the Note 2 to the financial statements. presented in these financial statements, and have been applied consistently by Group entities, unless otherwise stated. Note 11 Note 12 Note 22 - Valuation of investment proper ties - Measurement of the recoverable amounts of cash-generating units - Recognition of unutilised tax losses and capital allowances There are no significant areas of estimation uncer tainty and critical judgements in applying accounting policies that have significant effect on the amounts recognised in the financial statements other than those disclosed in the following notes: Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. (d) Use of estimates and judgements The preparation of the financial statements in conformity with FRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the repor ted amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. (c) Functional and presentation currency These financial statements are presented in Ringgit Malaysia (RM), which is the Companys functional currency. All financial information presented in RM has been rounded to the nearest thousand, unless otherwise stated.

2. SIGNIFICANT ACCOUNTING POLICIES

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NOTES TO THE FINANCIAL STATEMENTS


(a) Basis of consolidation (i) Subsidiaries Subsidiaries are entities, including unincorporated entities, controlled by the Group. Control exists when the Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. Investments in subsidiaries are measured in the Companys statement of financial position at cost less any impairment losses. The cost of investments includes transaction costs. The accounting policies of subsidiaries are changed when necessary to align them with the policies adopted by the Group. (ii) Accounting for business combinations Business combinations are accounted for using the acquisition method from the acquisition date, which is the date on which control is transferred to the Group. The Group has changed its accounting policy with respect to accounting for business combinations. From 1 January 2011, the Group has applied FRS 3, Business Combinations (revised) in accounting for business combinations. The change in accounting policy has been applied prospectively in accordance with the transitional provisions provided by the standard and does not have impact on earnings per share. Acquisitions on or after 1 January 2011 For acquisitions on or after 1 January 2011, the Group measures goodwill at the acquisition date as: For acquisitions between 1 January 2006 and 1 January 2011, goodwill represents the excess of the cost of the acquisition over the Groups interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, a bargain purchase gain was recognised immediately in profit or loss. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. Acquisitions between 1 January 2006 and 1 January 2011 Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. the fair value of the consideration transferred; plus the recognised amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

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NOTES TO THE FINANCIAL STATEMENTS


Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business combinations were capitalised as par t of the cost of the acquisition. Acquisitions prior to 1 January 2006 For acquisitions prior to 1 January 2006, goodwill represents the excess of the cost of the acquisition over the Groups interest in the fair values of the net identifiable assets and liabilities. (iii) Loss of control The Group applied FRS 127, Consolidated and Separate Financial Statements (revised) since the beginning of the reporting period in accordance with the transitional provisions provided by the standard and does not have impact on earnings per share. Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained. Unrealised gains arising from transactions with equity accounted investees are In the previous financial years, if the Group retained any interest in the previous subsidiary, such interest was measured at the carrying amount at the date that control was lost and this carrying amount would be regarded as cost on initial measurement of the investment. (iv) Associates Associates are entities, including unincorporated entities, in which the Group has significant influence, but not control, over the financial and operating policies. Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at exchange rates at the dates of the transactions. eliminated against the investment to the extent of the Groups interest in the investees. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. (b) Foreign currency (v) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Investments in associates are measured in the Companys statement of financial position at cost less any impairment losses. The cost of the investment includes transaction costs. When the Groups share of losses exceeds its interest in an associate, the carrying amount of that interest including any long-term investments is reduced to zero, and the recognition of fur ther losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investees. Investments in associates are accounted for in the consolidated financial statements using the equity method less any impairment losses. The cost of the investment includes transaction costs. The consolidated financial statements include the Groups share of the profit or loss and other comprehensive income of the equity-accounted associates, after adjustments if any, to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

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131

NOTES TO THE FINANCIAL STATEMENTS


Monetary assets and liabilities denominated in foreign currencies at the repor ting period are retranslated to the functional currency at the exchange rate at that date. (a) Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the reporting date except for those that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments which are recognised in other comprehensive income. (b) (c) Financial instruments (i) Initial recognition and measurement A financial asset or a financial liability is recognised in the statement of financial position when, and only when, the Group or the Company becomes a par ty to the contractual provisions of the instrument. A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. * (ii) Financial instrument categorises and subsequent measurement The Group and the Company categorises financial instruments as follows: (d) (c) Financial assets categorised as held to maturity investments are subsequently measured at amortised cost using the effective interest method. Loans and receivables Loans and receivables category comprises debts instruments that are not quoted in an active market. Financial assets categorised as loans and receivables are subsequently measured at amortised cost using the effective interest method. Available-forsale financial assets Available-for-sale category comprises investments in equity and debt securities instruments that are not held for trading. Held-to-maturity investments Held-to-maturity investments category comprises debt instruments that are quoted in an active market and the Group or the Company has the positive intention and ability to hold them to maturity. Financial assets at fair value through profit or loss Fair value through profit or loss category comprises financial assets that are held for trading, including derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument) or financial assets that are specifically designated into this category upon initial recognition. Other financial assets classified as fair value through profit or loss is subsequently measured at their fair values with the gain or loss recognised in profit or loss. Financial assets

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132

Pos Malaysia Berhad


annual report 2012

NOTES TO THE FINANCIAL STATEMENTS


Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised as available-for-sale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged items attributable to hedge risks of fair value hedges which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss. All financial assets, except for those measured at fair value through profit or loss, are subject to review for impairment (see note 2(k)(i)). Financial liabilities All financial liabilities are subsequently measured at amor tised cost other than those categorised as fair value through profit and loss. Fair value through profit and loss category comprises of financial liabilities that are held for trading, derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument) or financial liabilities that are specifically designated to this category upon initial recognition. Other financial liabilities categorised as fair value though profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss. (i) (iii) Regular way purchase or sale of financial assets A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require delivery of the asset within the time frame established generally by regulation or convention in the marketplace concerned.
Pos Malaysia Berhad
annual report 2012

A regular way purchase or sale of financial assets is recognised and derecognised, as applicable, using trade date accounting. Trade date accounting refers to: (a) (b) the recognition of an asset to be received and the liability to pay for it on the trade date, and derecognition of an asset that is sold, recognition of any gain or loss on disposal and the recognition of a receivable from the buyer for payment on the trade date. (iv) Derecognition A financial asset or par t of it is derecognised when, and only when the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another par ty without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in the profit and loss. A financial liability or par t of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another par ty and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the profit and loss. (d) Property, plant and equipment Recognition and measurement Items of proper ty, plant and equipment are stated at cost less any accumulated depreciation and any accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset

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133

NOTES TO THE FINANCIAL STATEMENTS


and any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. Depreciation is recognised in profit or loss on a straight-line basis over the estimated The cost of property, plant and equipment recognised as a result of a business combination is based on fair value at acquisition date. The fair value of proper ty is the estimated amount for which a property could be exchanged between knowledgeable willing par ties in an arms length transaction after proper marketing wherein the par ties had each acted knowledgeably, prudently and without compulsion. The fair value of other items of plant and equipment is based on the quoted market prices for similar items when available and replacement cost when appropriate. When significant parts of an item of proper ty, plant and equipment have different useful lives, they are accounted for as separate items (major components) of proper ty, plant and equipment. The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of proper ty, plant and equipment and is recognised net within other income or other operating expenses respectively in profit or loss. (ii) Subsequent costs The cost of replacing part of an item of proper ty, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group or the Company, and its cost can be measured reliably. The carrying amount of the replaced par t is derecognised to profit or loss. The costs of the day-to-day servicing of proper ty, plant and equipment are recognised in profit or loss as incurred. Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate at the end of the repor ting period. (e) Leased assets (i) Finance lease Leases in terms of which the Group and the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. On initial recognition of the leased asset is measured at an amount equal to the lower of its fair value and the
pg

(iii) Depreciation Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

useful lives of each par t of an item of proper ty, plant and equipment. Leased assets are depreciated over the shor ter of the lease term and their useful lives unless it is reasonably cer tain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated. Proper ty, plant and equipment under construction are not depreciated until the assets are ready for their intended use. The estimated useful lives for the current and comparative periods are as follows: Leasehold land Buildings Building improvements and renovations Plant and machinery Motor vehicles 30 - 99 years 50 years 2 - 10 years 10 - 20 years 5 years

Furniture and fittings, office and computer equipment 3 - 10 years

134

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NOTES TO THE FINANCIAL STATEMENTS


present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. (i) Investment properties carried at fair value Minimum lease payments made under finance leases are appor tioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed. Leasehold land which in substance is a finance lease is classified as proper ty, plant and equipment. (ii) Operating lease Leases, where the Group or the Company does not assume substantially all the risks and rewards of ownership are classified as operating leases except for proper ty interest held under operating lease, the leased assets are not recognised in the Groups statements of financial position. Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Lease incentives received are recognised in profit or loss as an integral par t of the total lease expense, over the term of the lease. Contingent rentals are charged to profit or loss in the repor ting period in which they are incurred. Leasehold land which in substance is an operating lease is classified as prepaid lease payments. (ii) Reclassification to/from investment property When an item of proper ty, plant and equipment is transferred to investment proper ty following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised in other comprehensive income and accumulated in equity as revaluation reserve. However, if a fair value gain reverses a previous impairment loss, the gain is recognised in Cost includes expenditure that is directly attributable to the acquisition of the investment proper ty. The cost of self-constructed investment proper ty includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment proper ty to a working condition for their intended use and capitalised borrowing costs. An investment property is derecognised on its disposal, or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal. The difference between the net disposal proceeds and the carrying amount is recognised in profit or loss in the period in which the item is derecognised. Investment proper ties are measured initially at cost and subsequently at fair value with any change therein recognised in profit or loss for the period in which they arise. Where the fair value of the investment proper ty under construction is not reliably determinable, the investment proper ty under construction is measured at cost until either its fair value becomes reliably determinable or construction is complete, whichever is earlier. Investment proper ties are proper ties which are owned or held under a leasehold interest to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. (f) Investment properties

Pos Malaysia Berhad


annual report 2012

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135

NOTES TO THE FINANCIAL STATEMENTS


profit or loss. Upon disposal of an investment proper ty, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss. When the use of a property changes such that it is reclassified as proper ty, plant and equipment or inventories, its fair value at the date of reclassification becomes its deemed cost for subsequent accounting. (iii) Determination of fair value An external, independent valuation firm, having appropriate recognised professional qualifications and recent experience in the location and category of property being valued, values the Groups investment property portfolio annually. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arms length transaction after proper marketing wherein the parties had each acted knowledgeably. In the absence of current prices in an active market, the valuations are prepared by considering the estimated rental value of the property. A market yield is applied to the estimated rental value to arrive at the gross property valuation. When actual rents differ materially from the estimated rental value, adjustments are made to reflect actual rents. Valuations reflect, where appropriate: Net realisable value is the estimated selling price in the ordinary course of business, less the the type of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting vacant accommodation, and the markets general perception of their creditworthiness; the allocation of maintenance and insurance responsibilities between the Group and the lessee; and the remaining economic life of the property. Non-current assets comprising assets or disposal group comprising assets and liabilities that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale or distribution.
pg

When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that all notices and where appropriate counter-notices, have been served validly and within the appropriate time. Investment property under construction is valued by estimating the fair value of the completed investment property and then deducting from that amount the estimated costs to complete construction, financing costs and a reasonable profit margin. (g) Goodwill Goodwill arises on business combinations is measured at cost less any accumulated impairment losses. Goodwill with indefinite useful lives is allocated to cash-generating unit and is tested for impairment annually and more frequently if events or changes in circumstances indicate that it might be impaired. (h) Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is measured based on weighted average cost formula, and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition.

estimated costs of completion and the estimated costs necessary to make the sale. (i) Non-current assets held for sale or distribution to owners

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annual report 2012

NOTES TO THE FINANCIAL STATEMENTS


Immediately before classification as held for sale or distribution, the assets, or components of a disposal group, are remeasured in accordance with the Groups accounting policies. Thereafter generally the assets, or disposal group are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets and investment property, which continue to be measured in accordance with the Groups accounting policies. Impairment losses on initial classification as held for sale or distribution and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss. An impairment loss in respect of loans and receivables and held-to-maturity investments Intangible assets and property, plant and equipment once classified as held for sale or distribution are not amortised or depreciated. In addition, equity accounting of equity-accounted investees ceases once classified as held for sale or distribution. (j) Cash and cash equivalents An impairment loss in respect of available-for-sale financial assets is recognised in profit Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value with original maturities of three months or less. For the purpose of the statements of cash flows, cash and cash equivalents are presented net of cash held for the purpose of distribution of fuel rebate for the government and collections on behalf of agency creditors. An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss and is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. or loss and is measured as the difference between the assets acquisition cost (net of any principal repayment and amor tisation) and the assets current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an available-for-sale financial asset has been recognised in other comprehensive income, the cumulative loss in other comprehensive income is reclassified from equity and recognised to profit or loss. is recognised in profit or loss and is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the assets original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. (i) Financial assets All financial assets (except for financial assets categorised as fair value through profit or loss, investments in subsidiaries and investments in associates) are assessed at each repor ting date whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. Losses expected as a result of future events, no matter how likely, are not recognised. For an equity instrument, a significant or prolonged decline in the fair value below its cost is an objective evidence of impairment. (k) Impairment

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pg

137

NOTES TO THE FINANCIAL STATEMENTS


Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available-for-sale is not reversed through profit or loss. If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed, to the extent that the assets carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss. (ii) Other assets The carrying amounts of other assets (except for inventories, deferred tax assets, investment properties that is measured at fair value and non-current assets (or disposal groups) classified as held for sale) are reviewed at the end of each repor ting period to determine whether there is any indication of impairment. If any such indication exists, then the assets recoverable amount is estimated. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (known as cashgenerating unit). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units or a group of cash-generating units that are expected to benefit from the synergies of the combination. (i) Issue expenses The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Costs directly attributable to issue of equity instruments are recognised as a deduction from equity. All equity instruments are stated at cost on initial recognition and are not re-assessed subsequently. (l) Equity instruments An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at the end of each repor ting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amor tisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to profit or loss in the period in which the reversals are recognised. An impairment loss is recognised if the carrying amount of an asset or its related cashgenerating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (groups of units) on a pro rata basis.

pg

138

Pos Malaysia Berhad


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NOTES TO THE FINANCIAL STATEMENTS


(ii) Preference share capital Preference share capital is classified as equity if it is non-redeemable, or is redeemable but only at the Companys option, and any dividends are discretionary. Dividends thereon are recognised as distributions within equity. Preference share capital is classified as a liability if it is redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Dividends thereon are recognised as interest expense in profit and loss as accrued. Contingent liabilities (m) Employee benefits Where it is not probable that an outflow of economic benefits will be required, or the (i) Short-term employee benefits Shor t-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under shor t term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. (ii) State plans The Groups contributions to Employees Provident Fund are charged to profit or loss in the period to which they relate. Once the contributions have been paid, the Group has no fur ther payment obligations. Interest income Interest income is recognised as it accrues, using the effective interest method in profit or loss. (ii) Other income (i) Revenue Revenue from mail, courier services, remittances and agency services and other services are recognised in profit or loss upon performance of services. (o) Revenue and other income amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote. A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. (n) Provisions

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pg

139

NOTES TO THE FINANCIAL STATEMENTS


Dividend income Dividend income is recognised when the right to receive payment is established. Income tax expense comprises current and deferred tax. Tax expense is recognised in profit Rental income Rental income is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral par t of the total rental income, over the term of the lease. Rental income from subleased proper ty is recognised as other income. Government grant Government grant is recognised initially as deferred income at fair value when there is reasonable assurance that they will be received and that the Group will comply with the conditions associated with the grant and is then recognised in profit or loss as other income on a systematic basis over the useful life of the asset. Grants that compensate the Group for expenses incurred are recognised in profit or loss as other income on a systematic basis in the same periods in which the expenses are recognised. Grants that compensate the Group for the cost of an asset are recognised in profit or loss on a systematic basis over the useful life of the asset. (p) Borrowing costs Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each repor ting period and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, and the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the repor ting period. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted by the end of the repor ting period, and any adjustment to tax payable in respect of previous years. or loss except to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive income. (q) Tax expense

pg

140

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NOTES TO THE FINANCIAL STATEMENTS


A tax incentive that is not a tax base of an asset is recognised as a reduction of tax expense in profit or loss as and when it is granted and claimed. On 1 January 1992, all proper ty, rights and liabilities, other than land and buildings and (r) Earnings per ordinary share The Group presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. (s) Operating segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Groups other components. An operating segments operating results are reviewed regularly by the chief operating decision maker, which in this case is the Managing Director/Chief Executive Officer of the Group, to make decision about resources to be allocated to the segments and assess its performance and for which discrete financial information is available. cer tain assets, to which Jabatan Perkhidmatan Pos Malaysia (JPPM) was entitled or subject to immediately before that vesting date, became the proper ty, rights and liabilities of the Company by vir tue of Section 3 of the Postal Services (Successor Company) Act 1991. The value of assets and the amount of liabilities of JPPM transferred to and vested in the Company were those stated in the financial statements of JPPM as at 31 December 1991. In accordance with Section 7(4) of the said Act, for the purposes of any statutory financial statements of the Group and of the Company, the amount to be included in respect of any item shall be determined as if anything done by JPPM whether by way of acquiring, revaluing or disposing of any assets or incurring, revaluing or discharging any liability, or by carrying any amount to any provision of reserve, or otherwise, had been done by the Company.

3. VESTING OF BUSINESS

4. REVENUE
Group 1.1.2011 to 31.3.2012 RM000 Mail Courier Retail Others 921,527 308,687 202,597 48,849 1,481,660 Year ended 31.12.2010 RM000 605,338 226,643 148,124 34,870 1,014,975 Company 1.1.2011 to 31.3.2012 RM000 918,490 305,897 202,597 8,243 1,435,227 Year ended 31.12.2010 RM000 603,407 224,007 148,124 6,488 982,026

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annual report 2012

pg

141

NOTES TO THE FINANCIAL STATEMENTS


5. PROFIT BEFORE TAX
Group Note Profit before tax is arrived at after charging: Auditors remuneration - Audit fees to KPMG Malaysia - Non-audit fees : KPMG Malaysia : Local affiliates of KPMG Malaysia Change in fair value of investment properties Depreciation for property, plant and equipment Finance costs Inventories written off Impairment loss: - Property, plant and equipment - Trade receivables - Financial assets designated as available-for-sale - Other receivables - Investment in a subsidiary Loss on disposal of other investments Operating licence fee Rental - Office and computer equipment - Land and buildings - Machinery - Motor vehicles Staff costs (excluding key management personnel) - Salaries, bonuses and allowances - Contributions to state plans
pg

Company 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000

1.1.2011 to 31.3.2012 RM000

Year ended 31.12.2010 RM000

333 67 535 11 10 2,531 87,262 2,038 2 10 26 15 12 13,594 10,322 758 16 6,343 12,114 20,128 225 1,066 672,617 94,396

333 90 164 57,126 2,928 465 22,273 347 25,098 4,919 5,586 15,978 170 264 483,007 69,410

230 67 472 84,373 2,037 2 11,976 10,322 758 17,164 16 6,343 10,786 25,644 183 1,013 658,450 92,689

230 90 86 54,606 2,926 22,273 25,098 4,919 4,607 15,759 170 218 472,145 68,052
Pos Malaysia Berhad
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142

NOTES TO THE FINANCIAL STATEMENTS


5. PROFIT BEFORE TAX (continued)
Group Note and after crediting: 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000 Company 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000

Amortisation of government grants Dividend income (gross) Fair value through profit or loss: held for trading Gain on disposal of property, plant and equipment Gain on disposal of other investments Interest income : - Unquoted debentures in Malaysia - Others Reversal of impairment loss on financial assets: - Trade receivables - Other receivables Realised foreign exchange gain Rental income: - Investment properties - Operating lease other than those relating to investment properties Unrealised foreign exchange gain 26

4,520 74 283 1,773 8,020 11,133 44 1,924 1,064 2,852 22

731 132 1,489 7,096 93 7,713 5,521 4,077 15,537 819 790 1,799 120

4,520 41 337 1,753 7,500 8,653 2,019 2,852 22

731 132 1,489 7,096 93 6,807 5,575 4,077 824 1,799 120

Group and Company Included in profit before tax is zakat assessment as follows: Zakat assessment based on net current assets or results of the period/year - Current 4,884 799 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000

Pos Malaysia Berhad


annual report 2012

pg

143

NOTES TO THE FINANCIAL STATEMENTS


6. KEY MANAGEMENT PERSONNEL COMPENSATION
The key management personnel compensation are as follows: Group 1.1.2011 to 31.3.2012 RM000 Directors - Fees - Remuneration Other key management personnel - Remuneration 10,930 13,700 5,280 6,978 10,272 13,019 4,586 6,264 557 2,213 2,770 489 1,209 1,698 538 2,209 2,747 471 1,207 1,678 Year ended 31.12.2010 RM000 Company 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000

Other key management personnel comprises persons other than the Directors of Group entities, having authority and responsibility for planning, directing and controlling the activities of the entity either directly or indirectly.

7. TAX EXPENSE
Group 1.1.2011 to 31.3.2012 RM000 Current tax expense: Current year Over provision in prior periods/years Deferred tax expense: Reversal of temporary differences Under provision in prior periods/years Total tax expense (2,231) 8,170 5,939 61,361 (6,173) 3,620 (2,553) 31,958 (2,067) 8,094 6,027 59,690 (6,072) 3,787 (2,285) 30,810 61,397 (5,975) 55,422 44,553 (10,042) 34,511 59,620 (5,957) 53,663 43,137 (10,042) 33,095 Year ended 31.12.2010 RM000 Company 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000

pg

144

Pos Malaysia Berhad


annual report 2012

NOTES TO THE FINANCIAL STATEMENTS


7. TAX EXPENSE (continued)
A reconciliation of tax expense applicable to profit before taxation at the statutory income tax rate to tax expense at the effective tax rate of the Group and of the Company are as follows: Group 1.1.2011 to 31.3.2012 RM000 Profit before tax Tax calculated using Malaysian tax rate of 25% (31.12.2010 : 25%) Tax exempt income Expenses not deductible for tax purposes Utilisation of previously unrecognised deferred tax assets 50,051 (1,564) 10,801 (122) 59,166 Under/(Over) provision in prior periods/years - Current tax - Deferred tax Tax expense (5,975) 8,170 61,361 (10,042) 3,620 31,958 31,9531,958 (5,957) 8,094 59,690 (10,042) 3,787 30,810 24,767 (377) 14,158 (168) 38,380 43,894 (1,057) 14,716 57,553 21,382 (377) 16,060 37,065 200,202 Year ended 31.12.2010 RM000 99,066 Company 1.1.2011 to 31.3.2012 RM000 175,576 Year ended 31.12.2010 RM000 85,529

Included in the amount of expenses not deductible for tax purposes of the Group is the tax effect on the impairment losses in relation to financial assets designated as available-for-sale of RM10,322,000 (31.12.2010: RM25,098,000). Included in the expenses not deductible for tax purposes of the Company is the tax effect on the impairment loss of investment in a subsidiary and impairment loss in relation to financial assets designated as available-for-sale of RM17,164,000 (31.12.2010: Nil) and RM10,322,000 (31.12.2010: RM25,098,000) respectively.

Pos Malaysia Berhad


annual report 2012

pg

145

NOTES TO THE FINANCIAL STATEMENTS


8. EARNINGS PER SHARE
Basic earnings per share The earnings per ordinary share for the financial period has been calculated based on the profit attributable to ordinary shareholders of RM138,841,000 (31.12. 2010: RM67,108,000) and a weighted average number of ordinary shares in issue during the financial period of 537,026,085 (31.12.2010: 537,026,085).

9. DIVIDENDS
Dividends recognised in the current year by the Company are: Sen per share (net of tax) 31.3.2012 First and final dividend in respect of financial year ended 31 December 2010 Special dividend in respect of financial year ended 31 December 2010 7.5 5.6 40,277 30,208 70,485 31.12.2010 Final dividend in respect of financial year ended 31 December 2009 9.4 50,346 Total amount RM000

The Company did not declare and pay any interim dividends in respect of the financial period ended 31 March 2012. However, subsequent to the repor ting period the following dividend was proposed by the Directors. This dividend will be recognised in subsequent financial period upon approval by the owners of the Company. Sen per share (net of tax) First and final dividend 13.1 Total amount RM000 70,485

pg

146

Pos Malaysia Berhad


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NOTES TO THE FINANCIAL STATEMENTS


10. PROPERTY, PLANT AND EQUIPMENT

Group Leasehold Government land and leasehold land buildings and buildings Freehold land RM000 Cost At 1 January 2010 Additions Disposals Transfers At 31 December 2010/ 1 January 2011 Additions Disposals Transfers Transfer to investment properties: - Offset of accumulated depreciation - Revaluation of property transferred -Transfer of carrying amount Transfer to assets classified as held for sale At 31 March 2012 185,467 (1,751) 183,716 (2,308) (7,258) (1,801) 172,349 210,799 210,799 210,799 2,276 2,276 2,276 35,114 35,114 (2,380) 1,144 (8,160) 25,718 88,444 1,908 3,403 93,755 13,344 147,579 254,678 18,804 608 2,290 21,702 32 47,331 69,065 134,993 10 (9,188) 28,447 154,262 479 (7,653) 11,241 158,329 RM000 RM000 Building Improvements and Buildings renovations RM000 RM000 Plant and Machinery RM000 Motor Vechicles RM000

Furniture and fittings, office and computer equipment RM000

Capital work-inprogress RM000

Total RM000

144,961 3,894 (111) 18,875 167,619 4,103 (728) 22,307 193,301

68,555 90,506 (53,015) 106,046 155,765 (228,458) 33,353

889,413 96,926 (11,050) 975,289 173,723 (8,381) (4,688) 1,144 (15,418) (1,801) 1,119,868

Pos Malaysia Berhad


annual report 2012

pg

147

NOTES TO THE FINANCIAL STATEMENTS


10. PROPERTY, PLANT AND EQUIPMENT (continued)

Group Leasehold Government land and leasehold land buildings and buildings Freehold land RM000 Depreciation and impairment loss At 1 January 2010 Depreciation for the year Impairment loss for the year Disposals At 31 December 2010/ 1 January 2011: Accumulated depreciation Accumulated impairment loss 35,020 35,020 Depreciation for the period Disposals Offset of accumulated depreciation on property transferred to investment properties Transfer to assets classified as held for sale 3,399 (2,308) (46) 110,004 110,004 11,422 8,622 8,622 629 (2,380) 38,283 38,283 18,757 14,631 14,631 3,162 96,624 96,624 25,713 (7,588) 33,471 2,018 (469) 100,660 9,344 7,929 693 30,708 7,575 13,898 733 85,638 20,077 (9,091) RM000 RM000 Building Improvements and Buildings renovations RM000 RM000 Plant and Machinery RM000 Motor Vechicles RM000

Furniture and fittings, office and computer equipment RM000

Capital work-inprogress RM000

Total RM000

81,280 16,686 (94)

22,273 -

353,584 57,126 22,273 (9,654)

97,872 97,872 24,180 (710) -

22,273 22,273 -

401,056 22,273 423,329 87,262 (8,298) (4,688) (46)

pg

148

Pos Malaysia Berhad


annual report 2012

NOTES TO THE FINANCIAL STATEMENTS


10. PROPERTY, PLANT AND EQUIPMENT (continued)

Group Leasehold Government land and leasehold land buildings and buildings Freehold land RM000 Depreciation and impairment loss (continued) At 31 March 2012: Accumulated depreciation Accumulated impairment loss 36,065 36,065 Carrying amounts At 1 January 2010 At 31 December 2010/ 1 January 2011 At 31 March 2012 151,996 148,696 136,284 110,139 100,795 89,373 2,276 2,276 2,276 27,185 26,492 18,847 57,736 55,472 197,638 4,906 7,071 51,272 49,355 57,638 43,580 121,426 121,426 6,871 6,871 57,040 57,040 17,793 17,793 114,749 114,749 RM000 RM000 Building Improvements and Buildings renovations RM000 RM000 Plant and Machinery RM000 Motor Vechicles RM000

Furniture and fittings, office and computer equipment RM000

Capital work-inprogress RM000

Total RM000

121,342 121,342

22,273 22,273

475,286 22,273 497,559

63,681 69,747 71,959

68,555 83,773 11,080

535,829 551,960 622,309

Pos Malaysia Berhad


annual report 2012

pg

149

NOTES TO THE FINANCIAL STATEMENTS


10. PROPERTY, PLANT AND EQUIPMENT (continued)
Company Leasehold Government land and leasehold land buildings and buildings Freehold land RM000 Cost At 1 January 2010 Additions Disposals Transfers At 31 December 2010/ 1 January 2011 Additions Disposals Transfers Transfer to assets classified as held for sale At 31 March 2012 101,385 (1,751) 99,634 (1,801) 97,833 210,799 210,799 210,799 2,276 2,276 2,276 25,718 25,718 25,718 82,256 1,876 3,403 87,535 13,142 147,580 248,257 6,276 6,276 47,158 53,434 134,213 10 (9,188) 28,447 153,482 192 (7,562) 11,242 157,354 125,921 2,380 (105) 18,875 147,071 4,452 (728) 25,989 176,784 68,627 94,415 (50,725) 112,317 152,538 (231,969) 32,886 757,471 98,681 (11,044) 845,108 170,324 (8,290) (1,801) 1,005,341 RM000 RM000 Building Improvements and Buildings renovations RM000 RM000 Plant and Machinery RM000 Motor Vechicles RM000 Furniture and fittings, office and computer equipment RM000

Capital work-inprogress RM000

Total RM000

pg

150

Pos Malaysia Berhad


annual report 2012

NOTES TO THE FINANCIAL STATEMENTS


10. PROPERTY, PLANT AND EQUIPMENT (continued)
Company Leasehold Government land and leasehold land buildings and buildings Freehold land RM000 Depreciation and impairment loss At 1 January 2010 Depreciation for the year Impairment loss for the year Disposals At 31 December 2010/ 1 January 2011 : - Accumulated depreciation - Accumulated impairment loss 30,286 30,286 Depreciation for the period Disposals Transfer to assets classified as held for sale At 31 March 2012: - Accumulated depreciation - Accumulated impairment loss 32,510 121,426 121,426 6,873 6,873 53,907 53,907 6,888 6,888 114,116 114,116 103,416 103,416 22,273 22,273 439,136 22,273 461,409 2,270 (46) 110,004 110,004 11,422 6,244 6,244 629 35,623 35,623 18,284 4,111 4,111 2,777 95,938 95,938 25,675 (7,497) 80,810 80,810 23,316 (710) 22,273 22,273 363,016 22,273 385,289 84,373 (8,207) (46) 29,110 1,645 (469) 100,660 9,344 5,740 504 28,387 7,236 3,568 543 84,990 20,034 (9,086) 65,603 15,300 (93) 22,273 318,058 54,606 22,273 (9,648) RM000 RM000 Building Improvements and Buildings renovations RM000 RM000 Plant and Machinery RM000 Motor Vechicles RM000 Furniture and fittings, office and computer equipment RM000

Capital work-inprogress RM000

Total RM000

32,510

Pos Malaysia Berhad


annual report 2012

pg

151

NOTES TO THE FINANCIAL STATEMENTS


10. PROPERTY, PLANT AND EQUIPMENT (continued)

Company Leasehold Government land and leasehold land buildings and buildings Freehold land RM000 Carrying amounts At 1 January 2010 At 31 December 2010/ 1 January 2011 At 31 March 2012 72,275 69,348 65,323 110,139 100,795 89,373 2,276 2,276 2,276 19,978 19,474 18,845 53,869 51,912 194,350 2,708 2,165 46,546 49,223 57,544 43,238 RM000 RM000 Building Improvements and Buildings renovations RM000 RM000 Plant and Machinery RM000 Motor Vechicles RM000

Furniture and fittings, office and computer equipment RM000

Capital work-inprogress RM000

Total RM000

60,318 66,261 73,368

68,627 90,044 10,613

439,413 459,819 543,932

pg

152

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NOTES TO THE FINANCIAL STATEMENTS


10. PROPERTY, PLANT AND EQUIPMENT (continued)
Depreciation for the period has been allocated as follows: Group 2012 RM000 Depreciation of property, plant and equipment Other income* 86,845 417 87,262 2010 RM000 57,126 57,126 Company 2012 RM000 83,956 417 84,373 2010 RM000 54,606 54,606 10.3 Government leasehold land and buildings The cost of government leasehold land and buildings for the Group and the Company of RM210,799,000 (31.12.2010 : RM210,799,000) are for a lease period of sixty (60) periods commencing from 1 January 1992, the vesting date as stated in Note 3 to the financial statements. The cost capitalised is in respect of the lease for the first thir ty (30) years period as stipulated in the agreement signed between the Company and the Government. The cost in respect of the remaining thir ty (30) years lease period has not been agreed. However, this cost will be agreed upon finalisation of the agreement with the authorities, no later than 31 December 2020, and thereafter will be recognised accordingly. The Company is also in the process of finalising lease agreements with the authorities for additional Government leasehold land and buildings currently used by the Company, which are at present carried at nil values in the statement of financial position. These Government 10.1 Hire purchase arrangements The carrying amount of motor vehicles purchased under hire purchase arrangements for the Group and the Company amounted to RM20,000 (31.12.2010: RM29,601,000) and nil (31.12.2010: RM29,561,000) respectively. In the previous financial year, an upgrade of a postal counter system was discontinued and the 10.2 Leasehold land and buildings The title deeds for certain landed properties with net carrying value amounting to RM1,600,000 (31.12.2010: RM2,333,000) have yet to be issued in the name of the Company as at 31 March 2012 by the relevant authorities. Group and the Company wrote down the carrying amount of these assets by RM22,273,000 based on nil recoverable amounts. 10.4 Impairment loss leasehold land and buildings will be recognised in the statement of financial position upon the valuations being finalised by the authorities.

Depreciation has been netted off against other income as the assets were purchased in relation to government grant received by the Group and Company.

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pg

153

NOTES TO THE FINANCIAL STATEMENTS


11. INVESTMENT PROPERTIES
Group Group 31.3.2012 RM000 At 1 January Transfer from property, plant and equipment Change in fair value recognised in profit or loss At 31 March/31 December Included in the above are: At fair value : - Freehold land and buildings - Leasehold land and buildings with unexpired lease period of more than 50 years 11,816 16,142 27,958 3,311 11,760 15,071 15,071 15,418 (2,531) 27,958 31.12.2010 RM000 15,071 15,071

Investment properties comprise a number of commercial proper ties that are leased to third par ties. Few proper ties have been transferred from proper ty, plant and equipment (see Note 10) to investment properties, since the buildings were no longer used by the Group and leased to third par ties. The fair values of all investment properties are determined based on market values. The following are recognised in profit or loss in respect of investment proper ties: Group 31.3.2012 RM000 Rental income Direct operating expenses: - income generating investment properties 1,064 286 31.12.2010 RM000 790 518

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Pos Malaysia Berhad


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NOTES TO THE FINANCIAL STATEMENTS


12. GOODWILL
Group RM000 Cost At 1 January 2010/31 December 2010/ 1 January 2011/31 March 2012 Amortisation and impairment losses At 1 January 2010/31 December 2010/ 1 January 2011/31 March 2012 Carrying amount At 1 January 2010/31 December 2010/ 1 January 2011/31 March 2012

4,630

4,630

The goodwill relates to the Groups licensed digital certificate authority business unit. Impairment testing for goodwill The recoverable amounts of the business unit is higher than its carrying amount and was based its value in use. Value in use was determined by discounting the future cash flows generated from the continuing operation of the business as a licensed digital certificate provider and was based on the following key assumptions: (i) (ii) (iii) (iv) (v) (vi) Cash flows were projected based on actual operating results and financial budget approved by management covering a 5-year business plan. The anticipated growth rate of 15%. The projected gross margin which reflects the average historical gross margin, adjusted for projected market and economic conditions and internal resource efficiency. The unit will continue its operations indefinitely. A discount rate used of 13.30% which approximates the Groups average cost of funds, was applied. The size of operations will remain with at least or not lower than the current results.

Pos Malaysia Berhad


annual report 2012

pg

155

NOTES TO THE FINANCIAL STATEMENTS


Sensitivity to changes in assumptions Management recognises that the changes in demand patterns and the possibility of new entrants could have a significant impact on growth rate assumptions. However, unless, there is a sudden change in the demand patterns, the Group should be able to sustain its growth rate.

13. INVESTMENTS IN SUBSIDIARIES


Company 31.3.2012 RM000 Unquoted shares, at cost Less : Accumulated impairment losses 65,050 (19,870) 45,180 31.12.2010 RM000 65,050 (2,706) 62,344

pg

156

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NOTES TO THE FINANCIAL STATEMENTS


13. INVESTMENTS IN SUBSIDIARIES (continued)
Details of the subsidiaries are as follows: Name of subsidiary Datapos (M) Sdn. Bhd. Digicert Sdn. Bhd. Effivation Sdn. Bhd. Pos Takaful Agency Sdn. Bhd. Poslaju (M) Sdn. Bhd. Pos Malaysia & Services Holdings Berhad PSH Capital Partners Sdn. Bhd. PSH Venture Capital Sdn. Bhd. PSH Properties Sdn. Bhd. PSH Allied Berhad PMB Properties Sdn. Bhd. Held by PSH Capital Partners Sdn. Bhd. Prestige Future Sdn. Bhd. Held by PSH Properties Sdn. Bhd. Real Riviera Sdn. Bhd. Held by PSH Venture Capital Sdn. Bhd. PSH Express Sdn. Bhd. Held by Pos Malaysia & Services Holdings Berhad PSH Investment Holding (BVI) Ltd. * British Virgin Islands Dormant 100 100 Malaysia Air courier services & fulfilment business 100 100 Malaysia Property investment 100 100 Malaysia Dormant 100 100 Country of incorporation Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Principal activities Printing and insertion of documents for mailing Licensed digital certification authority Property investment Dormant Dormant Investment holding Investment holding Investment holding Property investment Dormant Property investment 100 100 100 100 100 100 100 100 100 100 100 Effective ownership interest 31.3.2012 (%) 31.12.2010 (%) 100 100 100 100 100 100 100 100 100 100 100

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157

NOTES TO THE FINANCIAL STATEMENTS


13. INVESTMENTS IN SUBSIDIARIES (continued)
* The investment in PSH Investment Holding (BVI) Ltd. has been consolidated based on the management financial statements for the financial period ended 31 March 2012 as a statutory audit is not required in the British Virgin Islands. Impairment loss The carrying amounts of the investment in subsidiaries were assessed for impairment during the period. The recoverable amounts of the investment in subsidiaries are determined based on the value in use of the subsidiaries. Based on the assessment of the value in use, the recoverable amounts are lower than the carrying amounts of the investments in the subsidiaries, and accordingly, an allowance for impairment loss of RM17,164,000 was recognised in current period.

14. INVESTMENTS IN ASSOCIATES


Group 31.3.2012 RM000 Unquoted shares, at cost Less: Accumulated impairment losses 7,650 (7,650) 31.12.2010 RM000 7,650 (7,650) Company 31.3.2012 RM000 7,650 (7,650) 31.12.2010 RM000 7,650 (7,650) -

The Group discontinued equity accounting of loss in associates as the loss exceeded the carrying amount of the investments. As at 31 March 2012, the share of losses in those associates for the financial period and share of losses cumulatively not accounted for was RM2,000 (31.12.2010: loss of RM508,000) and RM38,461,000 (31.12.2010: RM38,458,000) respectively. The Group has no obligation in respect of these losses.

pg

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NOTES TO THE FINANCIAL STATEMENTS


14. INVESTMENTS IN ASSOCIATES (continued)
Summary financial information for associates, not adjusted for the percentage ownership held by the Group: Effective ownership interest % Malaysia Malaysia
#

Country of incorporation Group 31.3.2012 Elpos Print Sdn. Bhd. # CEN Sdn. Bhd.
#

Revenue (100%) RM000 15,805 2,383 18,188

Profit /(Loss) (100%) RM000 1,465 (152) (1,047) 266

Total assets (100%) RM000 6,772 12,503 709 19,984

Total liabilities (100%) RM000 9,470 66,383 5,441 81,294

40.0 42.5 50.0

Pospay Exchange Sdn. Bhd.

Malaysia

31.12.2010 Elpos Print Sdn. Bhd. # CEN Sdn. Bhd.


#

Malaysia Malaysia Malaysia

40.0 42.5 50.0

12,501 5,799 7 18,307

341 (305) (1,030) (994)

8,161 12,169 717 21,047

12,567 65,848 3,309 81,724

Pospay Exchange Sdn. Bhd. #

Based on management accounts as at 31 March 2012/31 December 2010.

Pos Malaysia Berhad


annual report 2012

pg

159

NOTES TO THE FINANCIAL STATEMENTS


15. OTHER INVESTMENTS
Shares Group 31.3.2012 Non-current Available-for-sale financial assets Less: Impairment loss Held to maturity investments Current Financial assets at fair value through profit or loss: held for trading Debentures

Total RM000

Unquoted in Malaysia RM000

Quoted in Malaysia RM000

Unquoted in Malaysia RM000

249,562 (249,562) 120,744 3,268 124,012

249,562 (249,562) -

3,268 3,268 3,268 3,268 3,268

120,744 120,744 120,744 120,744 -

Representing items: At amortised cost At fair value

120,744 3,268 124,012 3,268

Market value of quoted investments 31.12.2010 Non-current Available-for-sale financial assets Less: Impairment loss Held-to-maturity investments

249,562 (239,240) 10,322 86,146 96,468

249,562 (239,240) 10,322 10,322 4,356 4,356 14,678

86,146 86,146 99,950 99,950 186,096

Current Financial assets at fair value through profit or loss: held-for-trading Held-to-maturity investments

4,356 99,950 104,306 200,774

pg

160

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NOTES TO THE FINANCIAL STATEMENTS


15. OTHER INVESTMENTS (continued)
Shares Group 31.12.2010 Representing items: At amortised cost At fair value Market value of quoted investments Company 31.03.2012 Non-current Available-for-sale financial assets Less: Impairment loss Held-to-maturity investments Current Financial assets at fair value through profit or loss: held-for-trading Representing items At amortised cost At fair value Debentures

Total RM000

Unquoted in Malaysia RM000

Quoted in Malaysia RM000

Unquoted in Malaysia RM000

186,096 14,678 200,774 14,678

14,678 14,678 14,678

186,096 186,096 -

357,343 (357,343) 121,193 2,323 123,516 121,193 2,323 123,516 2,323

357,343 (357,343) -

2,323 2,323 2,323 2,323 2,323

121,193 121,193 121,193 121,193 -

Market value of quoted investments

Pos Malaysia Berhad


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pg

161

NOTES TO THE FINANCIAL STATEMENTS


15. OTHER INVESTMENTS (continued)
Shares Company 31.12. 2010 Non-current Available-for-sale financial assets Less: Impairment loss Held-to-maturity investments Debentures

Total RM000

Unquoted in Malaysia RM000

Quoted in Malaysia RM000

Unquoted in Malaysia RM000

357,343 (347,021) 10,322 85,757 96,079

357,343 (347,021) 10,322 10,322

85,757 85,757

Current Financial assets at fair value through profit or loss: held-for-trading Held-to-maturity investments

2,856 100,308 103,164 199,243

2,856 2,856 13,178

100,308 100,308 186,065

Representing items: At amortised cost At fair value

186,065 13,178 199,243 13,178

13,178 13,178 13,178

186,065 186,065 -

Market value of quoted investments

Available-for-sale financial assets During the financial period, the Group recognised impairment loss of RM10,322,000 (31.12.2010: RM25,098,000) for its unquoted equity instruments classified as available-for-sale financial assets as there was significant and prolonged decline in the fair value of the investments. These quoted shares were delisted from Bursa Malaysia Securities Berhad on 24 May 2011.

pg

162

Pos Malaysia Berhad


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NOTES TO THE FINANCIAL STATEMENTS


16. INVENTORIES
Group 31.3.2012 RM000 Postal uniforms and consumables Pos 2020 merchandise Insertion and mailing materials Digital certificates, CD ROM and smart cards 6,260 648 1,732 1,492 10,132 31.12.2010 RM000 5,059 556 1,928 1,218 8,761 Company 31.3.2012 RM000 6,207 648 6,855 31.12.2010 RM000 4,901 556 5,457

During the financial period, inventories recognised as expenses in profit or loss of the Group and of the Company amounted to RM42,848,000 (31.12.2010: RM26,558,000) and RM32,205,000 (31.12.2010: RM18,983,000) respectively.

17. TRADE AND OTHER RECEIVABLES


Group Note Trade Trade receivables Accrued receivables a 93,396 28,097 121,493 117,393 31,658 149,051 64,633 19,168 83,801 83,590 24,490 108,080 31.3.2012 RM000 31.12.2010 RM000 Company 31.3.2012 RM000 31.12.2010 RM000

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163

NOTES TO THE FINANCIAL STATEMENTS


17. TRADE AND OTHER RECEIVABLES (Continued)
Group Note Non-trade Other receivables Amount due from subsidiaries Deposits Investment income receivables Staff advances b 2,586 13,236 2,199 145,704 10,685 6,833 8,772 174,193 257,994 5,195 106,573 8,753 3,019 11,262 134,802 242,882 31.3.2012 RM000 31.12.2010 RM000 Company 31.3.2012 RM000 31.12.2010 RM000

11,625 8,601 8,852 31,664 153,157

9,683 4,248 11,377 38,544 187,595

a. Trade receivables Credit terms of trade receivables other than international mail receivables range from thir ty (30) days to sixty (60) days. The credit terms for international mail receivables range from six (6) months to eighteen (18) months in accordance with the Universal Postal Union guidelines. Concentration of credit risk with respect to trade receivables are limited due to the Groups large number of customers whereby sufficient allowance has been made for debts that are doubtful in collection. In addition, the Group has adopted a credit evaluation policy for all trade receivables. Due to these factors, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Groups trade receivables. Included in trade receivables of the Group and Company is RM2,028,000 due from related companies of a significant investor that has an influence over the Group. b. Amount due from subsidiaries The amount due from subsidiaries is unsecured, interest free and repayable on demand.

pg

164

Pos Malaysia Berhad


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NOTES TO THE FINANCIAL STATEMENTS


18. CASH AND CASH EQUIVALENTS
Group 31.3.2012 RM000 Deposits are placed with : Licensed banks Other financial institutions Liquid investments Cash and bank balances 989 164,346 165,335 280,838 97,903 544,076 1,345 155,707 157,052 118,700 119,781 395,533 160,000 160,000 198,900 77,748 436,648 151,607 151,607 118,700 84,136 354,443 31.12.2010 RM000 31.3.2012 RM000 Company 31.12.2010 RM000

Included in deposits with licensed banks and other financial institutions of the Group and the Company are cash held for the purpose of distribution of fuel rebate for the government amounting to Nil (31.12.2010: RM4,338,000) and collections on behalf of agency payables amounting to RM134,139,000 (31.12.2010: RM126,129,000). The Directors regard liquid investments as cash and cash equivalents when they are highly liquid investments that are readily conver tible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Pos Malaysia Berhad


annual report 2012

pg

165

NOTES TO THE FINANCIAL STATEMENTS


19. ASSETS CLASSIFIED AS HELD FOR SALE
The Group and the Company entered into a sale and purchase agreement to dispose of a proper ty on 10 May 2011. The completion of the sale is expected within the next 12 months. As at 31 March 2012, the details of the property are as follows: Group and Company Leasehold land RM000 Property, plant and equipment: Cost Accumulated depreciation Carrying amount 1,801 (46) 1,755

pg

166

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NOTES TO THE FINANCIAL STATEMENTS


20. SHARE CAPITAL AND RESERVES
Group and Company Amount 31.3.2012 RM000 Authorised: Ordinary shares of RM0.50 Special Rights Redeemable Preference shares of RM1 each Issued and fully paid: Ordinary shares of RM0.50 each Balance at 31 March Ordinary shares of RM0.50 each Balance at 31 March Special Rights Redeemable Preference shares of RM1 each 268,513 * 268,513 537,026 * 537,026 268,513 * 268,513 537,026 * 537,026 268,513 537,026 268,513 537,026 1,000,000 * 2,000,000 * 1,000,000 * 2,000,000 * Number of shares 31.3.2012 RM000 Amount 31.12.2010 RM000 Number of shares 31.12.2010 RM000

Share capital includes the Special Rights Redeemable Preference Share of RM1.00.

Pos Malaysia Berhad


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NOTES TO THE FINANCIAL STATEMENTS


20. SHARE CAPITAL AND RESERVES (continued)
(a) The Special Rights Redeemable Preference Share confers the following rights: (i) The Special Rights Redeemable Preference Share issued to the Government of Malaysia would enable the Government of Malaysia through Minister of Finance (Incorporated), or its successors or any Minister, representative or any person acting on behalf, to ensure that cer tain major decisions affecting the operation of the Company are consistent with the Governments policy. The Special Rights Redeemable Preference shareholder is entitled to receive notices of meetings but does not carry any right to vote at such meetings of the Company. He also has the right to require the Company to redeem the Special Rights Redeemable Preference Share at par at any time. (ii) Cer tain matters, in particular, the alteration of the Ar ticles of Association of the Company relating to the rights of the Special Rights Redeemable Preference shareholder, the dissolution of the Company, any substantial acquisitions and disposal of assets, amalgamation, merger and takeover, appointment of foreign directors, creation or issue of any shares which when aggregated with all other existing issued shares, carry ten percent of total voting rights, require prior consent of the Special Rights Redeemable Preference shareholder. (iii) In a distribution of capital or a winding-up of the Company, the Special Rights Redeemable Preference shareholder is entitled to the repayment of the capital paid-up on the Special Rights Redeemable Preference Share in priority to any repayment of capital to any other member. The Special Rights Redeemable Preference Share does not confer any right to participate in the capital or profits of the Company. As at 31 March 2012, the Company has sufficient Section 108 tax credits (which expires on 31 December 2013) to pay approximately RM317,000,000 (31.12.2010: RM388,000,000) of the retained earnings of the Company as franked dividends. In addition, the Company has tax exempt income of approximately RM72,000,000 (31.12.2010: RM72,000,000) as at 31 March 2012, available to frank as tax exempt dividends. Companies with Section 108 tax credit as at 31 December 2007 may continue to pay franked dividends until the Section 108 tax credit are exhausted or 31 December 2013 whichever is earlier unless they opt to disregard the Section 108 credits to pay single-tier dividends under the special transitional provisions of the Finance Act 2007. The movements in each category of the reserves are disclosed in the statements of changes in equity. (b) Share premium reserve This reserve comprises the premium paid on subscription of shares in the Company over and above the par value of the shares. (c) Revaluation reserve The revaluation reserve relates to the revaluation of proper ty, plant and equipment immediately prior to its reclassification as investment proper ty.

21. SECTION 108 TAX CREDIT


Under the single-tier tax system which came into effect from the year of assessment 2008, companies are not required to have tax credits under Section 108 of the Income Tax Act, 1967 for dividend payment purposes. Dividends paid under this system are tax exempt in the hands of shareholders.

pg

168

Pos Malaysia Berhad


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NOTES TO THE FINANCIAL STATEMENTS


22. DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets and liabilities are attributable to the following: Assets 31.3.2012 RM000 Group Property, plant and equipment Provisions Unabsorbed tax losses Tax assets/ (liabilities) Set-off Net tax assets/ (liabilities) Company Property, plant and equipment Provisions Tax assets/ (liabilities) Set-off Net tax assets/ (liabilities) 1,548 24,954 26,502 (26,502) 556 17,248 17,804 (17,804) (43,901) (43,901) 26,502 (17,399) (29,176) (29,176) 17,804 (11,372) (42,353) 24,954 (17,399) (17,399) (28,620) 17,248 (11,372) (11,372) 1,548 25,934 7 27,489 (27,489) 556 17,610 873 19,039 (18,622) 417 (45,293) (45,293) 27,489 (17,804) (30,904) (30,904) 18,622 (12,282) (43,745) 25,934 7 (17,804) (17,804) (30,348) 17,610 873 (11,865) (11,865) 31.12.2010 RM000 Liabilities 31.3.2012 RM000 31.12.2010 RM000 Net 31.3.2012 RM000 31.12.2010 RM000

Deferred tax assets and liabilities are offset above when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same taxation authority.

Pos Malaysia Berhad


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pg

169

NOTES TO THE FINANCIAL STATEMENTS


22. DEFERRED TAX ASSETS AND LIABILITIES (continued)
Unrecognised deferred tax assets Deferred tax assets have not been recognised for the following items: Group 31.3.2012 RM000 Unutilised tax losses Unabsorbed capital allowances 49,557 1,897 51,454 31.12.2010 RM000 50,072 1,870 51,942

The deductible temporary differences do not expire under the current tax legislation. Deferred tax assets were not recognised in respect of these items because it was not probable that future taxable profit will be available against which the Group can utilise the benefits there from.

23. HIRE PURCHASE LIABILITIES


Hire purchase liabilities are payable as follows: Gross 31.3.2012 RM000 Group Less than one year Between one and five years 5 15 20
Company Less than one year Between one and five years 15,026 32,539 47,565 1,804 1,801 3,605 13,222 30,738 43,960

Interest 31.3.2012 RM000 * * *

Principal 31.3.2012 RM000 5 15 20

Gross 31.12.2010 RM000 15,042 32,563 47,605

Interest 31.12.2010 RM000 1,806 1,801 3,607

Principal 31.12.2010 RM000 13,236 30,762 43,998

* Interest amounts to less than RM1,000.


pg

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Pos Malaysia Berhad


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NOTES TO THE FINANCIAL STATEMENTS


24. TRADE AND OTHER PAYABLES
Group Note Trade Trade payables Non-trade Amount due to subsidiaries Amount due to associates Other payables and accruals: Unpresented postal and money orders Agency payables Money order payables Service payables Other accruals Deposits received
d

Company 31.12.2010 RM000 38,876 31.3.2012 RM000 40,050 31.12.2010 RM000 35,954

31.3.2012 RM000 42,690

b b

239 86,249

1,069 85,492 130,467 12,328 27,084 161,994 14,539 432,973 471,849

37,050 239 86,249 134,138 21,021 28,076 228,412 12,460 547,645 587,695

52,329 1,069 85,492 130,467 12,328 24,208 151,455 13,075 470,423 506,377

134,138 21,021 31,392 233,968 14,924 521,931 564,621

a.

Trade payables Credit terms of international mail payables of the Group and of the Company range from six (6) months to eighteen (18) months (31.12.2010: 6 months to 18 months) in accordance with the Universal Postal Union guidelines. Included in trade payables of the Group and of the Company is RM9,000 due to related companies of a significant investor that has an influence over the Group.

b.

Amount due to subsidiaries and associates The amount due to subsidiaries and associates are unsecured, interest free and repayable on demand.

Pos Malaysia Berhad


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171

NOTES TO THE FINANCIAL STATEMENTS


24. TRADE AND OTHER PAYABLES (continued)
c. Agency payables Included in agency payables is cash held for the purpose of distribution of fuel rebate for the government amounting to Nil (31.12.2010: RM4,338,000). d. Other accruals Included in other accruals of the Group and the Company are deferred government grant received and deferred income in relation to prepaid mail amounting to RM4,776,000 (31.12.2010: RM1,296,000) and RM25,819,000 (31.12.2010: RM21,463,000) respectively. The Group and Company have been awarded a RM8,000,000 (31.12.2010: RM2,000,000) government grant which was received during the period. The grant received was both related to income and assets and was conditional upon the execution of post transformation plan on the expenditures spent and the acquisition of certain motor vehicles. The grant related to income is recognised as other income in profit or loss to match with the expenditures spent, on a systematic basis. The grant related to assets is amor tised over the useful life of the assets. During the period, the grant amounting to RM4,520,000 (31.12.2010: RM731,000) has been recognised as other income. Performance is measured based on segment results. Segment results is used to measure There are varying levels of integration between the Mail repor table segment and the Courier repor table segments. This integration includes shared distribution services. Retail - Includes over-the-counter services for payment of bills and cer tain financial products and services. Other operations include the hybrid mail which provides data and document processing services, logistics solutions by sea, air and land to both national and international destinations, business of internet security products, solutions and services and rental income from investment proper ties held by the Group. None of these segments meets any of the quantitative thresholds for determining repor table segments in 31 December 2010 and 31 March 2012. operating decision maker) and the Board of Directors review internal management repor ts at least on a quar terly basis. The following summary describes the operations in each of the Groups repor table segments: Mail - Includes the provision of basic mail services for corporate and individual customers and customised solutions such as Mailroom Management and Direct Mail. Courier - Includes courier solutions by sea, air and land to both national and international destinations.

25. OPERATING SEGMENTS


The Group has three reportable segments, as described below, which are the Groups strategic business units. The strategic business units offer different products and services and are managed separately because they require different business processes and customer needs. For each of the strategic business units, the Groups Chief Executive Officer (the chief

performance as management believes that such information is the most relevant in evaluating the results of cer tain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on a negotiated basis.

pg

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Pos Malaysia Berhad


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NOTES TO THE FINANCIAL STATEMENTS


Segment assets The total of segment asset is measured based on all assets (including goodwill) of a segment, as included in the internal management repor ts that are reviewed by the Groups Chief Executive Officer. Segment total asset is used to measure the return of assets of each segment. Segment liabilities The total segment liabilities is measured based on all liabilities of a segment, as included in the internal management repor ts that are reviewed by the Groups Chief Executive Officer. Segment total liabilities are used to measure the gearing of each segment. Geographical segments The Group operates in Malaysia. Accordingly, information by geographical segment is not presented. Segment capital expenditure Segment capital expenditure is the total cost incurred during the financial year to acquire proper ty, plant and equipment. Major customers The Group has a diversified range of customers varying from retail customers and wholesale customers. There is no significant concentration of revenue from any customers.

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NOTES TO THE FINANCIAL STATEMENTS


25. OPERATING SEGMENTS (Continued)
Period Ended 31 March 2012 Revenue Total external revenue Intersegment revenue Total revenue for reportable segments Reportable segment results Other unallocated results Profit before taxation Reportable segments assets Other unallocated assets Total assets Reportable segment liabilities Other unallocated liabilities Total liabilities Other information Capital expenditure - Property, plant and equipment Depreciation of property, plant and equipment Finance income Finance expense Impairment loss on financial assets designated as available-for-sale Change in fair value of investment properties Fair value through profit or loss: held for trading Tax expense 130,493 (46,210) (1,381) 14,366 (16,023) (465) 24,998 (20,253) (190) 3,866 (4,359) (2) 173,723 (86,845) 19,153 (2,038) (10,322) (2,531) 283 (61,361)
Pos Malaysia Berhad
annual report 2012

Mail RM000 921,527 3,346 924,873 183,408 347,046 34,306 -

Courier RM000 308,687 1,425 310,112 34,062 122,209 1,011 -

Retail RM000 202,597 64,279 266,876 (46,126) 155,170 133,783 -

Other operations RM000 48,849 48,849 6,416 118,618 7,743 -

Elimination RM000 (69,050) (69,050) -

Group RM000 1,481,660 1,481,660 177,760 22,442 200,202 743,043 755,033 1,498,076 176,843 423,140 599,983

pg

174

NOTES TO THE FINANCIAL STATEMENTS


25. OPERATING SEGMENTS (Continued)
Year Ended 31 December 2010 Revenue Total external revenue Intersegment revenue Total revenue for reportable segments Reportable segment results Other unallocated results Profit before taxation Reportable segments assets Other unallocated assets Total assets Reportable segment liabilities Other unallocated liabilities Total liabilities Other information Capital expenditure - Property, plant and equipment Depreciation of property, plant and equipment Finance income Finance expense Reversal of impairment loss on financial assets Impairment loss on financial assets designated as available-for-sale Impairment loss on property, plant and equipment Fair value through profit or loss: held for trading Tax expense 74,781 (28,469) (1,950) 9,342 (13,152) (811) 9,184 (13,033) (163) 3,619 (2,472) (4) 96,926 (57,126) 13,234 (2,928) 15,537 (25,098) (22,273) 1,489 (31,958) 605,338 2,023 607,361 112,731 287,111 58,718 226,643 1,000 227,643 19,279 122,525 9,516 148,124 49,307 197,431 (24,303) 144,469 135,537 34,870 34,870 (2,039) 146,973 9,567 (52,330) (52,330) 1,014,975 1,014,975 105,668 (6,602) 99,066 701,078 674,141 1,375,219 213,338 333,288 546,626 Mail RM000 Courier RM000 Retail RM000 Other operations RM000 Elimination RM000 Group RM000

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175

NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS
26.1 Categories of financial instruments The table below provides an analysis of financial instruments categorised as follows: (a) Loans and receivables (L&R); (b) Fair value through profit or loss (FVTPL): Held for trading (HFT) (c) Available-for-sale financial assets (AFS); (d) Held-to-maturity investments (HTM); and (e) Other financial liabilities measured at amortised cost (OL). Carrying amount RM000 31.3.2012 Financial assets Group Other investments Trade and other receivables Cash and cash equivalents Company Other investments Trade and other receivables Cash and cash equivalents Financial liabilities Group Hire purchase liabilities Trade and other payables Company Trade and other payables (587,695) (587,695) (20) (564,621) (564,641) (20) (564,621) (564,641) 123,516 257,994 436,648 818,158 257,994 436,648 694,642 2,323 2,323 121,193 121,193 124,012 153,157 544,076 821,245 153,157 544,076 697,233 3,268 3,268 120,744 120,744 L&R /(OL) RM000 FVTPL-HFT RM000 AFS RM000 HTM RM000

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (Continued)
26.1 Categories of financial instruments (continued)

Carrying amount RM000 31.12.2010 Financial assets Group Other investments Trade and other receivables Cash and cash equivalents Company Other investments Trade and other receivables Cash and cash equivalents Financial liabilities Group Hire purchase liabilities Trade and other payables Company Hire purchase liabilities Trade and other payables (43,960) (506,377) (550,337) (43,998) (471,849) (515,847) 199,243 242,882 354,443 796,568 200,774 187,595 395,533 783,902

L&R /(OL) RM000

FVTPL-HFT RM000

AFS RM000

HTM RM000

187,595 395,533 583,128 242,882 354,443 597,325

4,356 4,356 2,856 2,856

10,322 10,322 10,322 10,322

186,096 186,096 186,065 186,065

(43,998) (471,849) (515,847) (43,960) (506,377) (550,337)

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (Continued)
26.2 Net gains and losses arising from financial instruments Group 1.1.2011 to 31.3.2012 RM000 Net gains/(losses) on : Fair value through profit or loss : - Held for trading - Available-for-sale financial assets - Held-to-maturity investments - Loans and receivables - Financial liabilities measured at amortised cost 341 (10,322) 8,020 (3,153) (2,038) (7,152) 1,714 (25,098) 7,713 24,908 (2,928) 6,309 362 (10,322) 7,500 (4,059) (2,037) (8,556) 1,714 (25,098) 6,807 9,772 (2,926) (9,731) Year ended 31.12.2010 RM000 Company 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000

26.3 Financial risk management The Groups overall financial risk management objective is to ensure the continuous growth in profitability and enhance shareholders value in a competitive and changing environment. At the same time, the Group is focused in performing its Universal Service Obligation as a provider of postal service throughout the country and to international destinations in an efficient and effective manner. The Group has exposure to the following risks from its use of financial instruments: Credit risk Liquidity risk Market risk

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NOTES TO THE FINANCIAL STATEMENTS


26.4 Credit risk Credit risk is the risk of a financial loss to the Group if a customer or counterpar ty to a financial instrument fails to meet its contractual obligations. The Groups exposure to credit risk arises principally from its receivables from customers and investment securities. The Company also has exposure to credit risk from loans and advances to subsidiaries. Receivables Risk management objectives, policies and processes for managing the risk Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The Group seeks to control credit risk by setting counterpar ty limits and ensuring that services are made to customers with an appropriate credit history. Any receivables having significant more than 120 days, which are deemed to have higher credit risk, are monitored individually. Exposure to credit risk, credit quality and collateral As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is represented by the carrying amounts in the statements of financial position. Management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are measured at their realisable values. A significant por tion of these receivables are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the receivables. Any receivables having significant balances past due more than 120 days, which are deemed to have higher credit risk, are monitored individually. Concentration of credit risk with respect to receivables is limited due to the Groups large number of customers.

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.4 Credit risk (continued) Receivables (continued) Impairment losses The ageing of trade receivables as at the end of the repor ting period was:

Gross Group 31.3.2012 Not past due Past due 1-30 days Past due 31-120 days Past due more than 120 days 31.12.2010 Not past due Past due 1-30 days Past due 31-120 days Past due more than 120 days 63,967 15,553 7,454 39,282 126,256 49,962 13,431 13,589 38,827 115,809 RM000

Impairment RM000

Net RM000

(557) (1,266) (20,590) (22,413) (8,863) (8,863)

49,962 12,874 12,323 18,237 93,396 63,967 15,553 7,454 30,419 117,393

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.4 Credit risk (continued) Receivables (continued) Impairment losses (continued)

Gross Company 31.3.2012 Not past due Past due 1-30 days Past due 31-120 days Past due more than 120 days 31.12.2010 Not past due Past due 1-30 days Past due 31-120 days Past due more than 120 days 41,033 13,211 5,351 31,942 91,537 44,806 6,724 9,081 23,945 84,556 RM000

Impairment RM000

Net RM000

(557) (1,266) (18,100) (19,923) (7,947) (7,947)

44,806 6,167 7,815 5,845 64,633 41,033 13,211 5,351 23,995 83,590

Allowance for impairment losses of trade receivables has been made for the remaining past due receivables as the Group monitors the repayments of these customers regularly and are confident of ability of the customers to repay the balances owing.

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.4 Credit risk (continued) Receivables (continued) The movements in the allowance for impairment losses of trade receivables during the financial period were: Group 31.3.2012 RM000 At 1 January Impairment loss recognised Impairment loss reversed At 31 March/31 December 8,863 13,594 (44) 22,413 31.12.2010 RM000 12,593 347 (4,077) 8,863 Company 31.3.2012 RM000 7,947 11,976 19,923 31.12.2010 RM000 12,024 (4,077) 7,947

The allowance account in respect of receivables is used to record impairment losses. Unless the Group is satisfied that recovery of the amount is possible, the amount considered irrecoverable is written off against the receivable directly. Investments and other financial assets Risk management objectives, policies and processes for managing the risk Investments are allowed only in liquid securities and only with counterpar ties that have a credit rating equal to or better than the Group. Exposure to credit risk, credit quality and collateral As at the end of the reporting period, the Group has only invested principally in domestic securities. The maximum exposure to credit risk is represented by the carrying amounts in the statements of financial position. In view of the sound credit rating of counterpar ties, management does not expect any counterpar ty to fail to meet its obligations. The investments and other financial assets are unsecured.

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.4 Credit risk (continued) Investments and other financial assets (continued) Impairment losses An impairment loss of RM10,322,000 (31.12.2010: Nil) in respect of a quoted equity instrument classified as available-for-sale financial assets was recognised as there was significant and prolonged decline in fair value of the investment. These quoted shares were delisted from Bursa Malaysia Securities Berhad on 24 May 2011. The movements in the allowance for impairment loss during the financial year were: Group 31.3.2012 RM000 At 1 January Impairment loss recognised At 31 March/31 December Inter company balances Risk management objectives, policies and processes for managing the risk The Company provides unsecured advances to subsidiaries. The Company monitors the results of the subsidiaries regularly. Exposure to credit risk, credit quality and collateral As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in the statement of financial position. Loans and advances are only provided to subsidiaries which are wholly owned by the Company. The amounts due from subsidiaries are repayable on demand.
Pos Malaysia Berhad
annual report 2012

Company 31.12.2010 RM000 214,142 25,098 239,240 31.3.2012 RM000 347,021 10,322 357,343 31.12.2010 RM000 321,923 25,098 347,021

239,240 10,322 249,562

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.4 Credit risk (continued) Inter company balances (continued) Impairment losses As at the end of the reporting period, the inter company balance that is assessed to be irrecoverable had been impaired amounting to RM45,776,000 (31.12.2010: RM45,776,000). The Company does not specifically monitor the ageing of current advances to the subsidiaries. 26.5 Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Groups exposure to liquidity risk arises principally from its various payables. The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due. Maturity analysis The table below summarises the maturity profile of the Groups and the Companys financial liabilities as at the end of the repor ting period based on undiscounted contractual payments: Carrying amount RM000 31.3.2012 Group Hire purchase liabilities Trade and other payables 20 564,621 564,641 Company Trade and other payables 587,695 587,695 587,695 2.3% 20 564,621 564,641 5 564,621 564,626 15 15 Contractual interest rate Contractual cash flows RM000 Under 1 year RM000 1-5 years RM000

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.5 Liquidity risk (continue) Maturity analysis (continued) Carrying amount RM000 Contractual interest rate Contractual cash flows RM000 Under 1 year RM000 1-5 years RM000

31.12.2010 Group Hire purchase liabilities Trade and other payables Company Hire purchase liabilities Trade and other payables 43,960 506,377 550,337 2.3% - 3.6% 47,565 506,377 553,942 15,026 506,377 521,403 32,539 32,539 43,998 471,849 515,847 2.3% - 3.6% 47,605 471,849 519,454 15,042 471,849 486,891 32,563 32,563

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.6 Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other prices will affect the Groups financial position or cash flows. 26.6.1 Currency risk The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities, as a result of providing foreign mail exchange service and remittance service. The currency giving rise to this risk is primarily US Dollar (USD). Risk management objectives, policies and processes for managing the risk The Group does not use any forward contracts to hedge against its exposure to foreign currency. The Group ensures that the net exposure is kept to an acceptable level by monitoring the fluctuation of the foreign currency. Exposure to foreign currency risk The Groups exposure to foreign currency (a currency which is other than the currency of the Group entities) risk, based on carrying amounts as at the end of the repor ting period was: Group 31.3.2012 Trade and other receivables Trade and other payables Exposure in the statement of financial position 31.12.2010 Trade and other receivables Trade and other payables Exposure in the statement of financial position 9,924 (16,296) (6,372) Denominated in USD RM000 9,926 (7,985) 1,941

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.6 Market risk (continued) 26.6.1 Currency risk (continued) Currency risk sensitivity analysis Foreign currency risk arises from Group entities which have a USD functional currency. A 10% strengthening of the RM against the USD at the end of the repor ting period would have increased (decreased) equity and post-tax profit or loss by the amounts shown below. This analysis assumes that all other variables, in par ticular interest rates, remained constant and ignores any impact of forecasted sales and purchases.

Equity 31.3.2012 RM000 Group USD 146 (477) 31.12.2010 RM000

Profit or loss 31.3.2012 RM000 146 31.12.2010 RM000 (477)

A 10% weakening of RM against the USD at the end of the repor ting period would have had equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remained constant.

26.6.2 Interest rate risk The Groups investments in fixed rate debt securities, deposits placed with licensed banks, fixed rate borrowings, investments in equity securities and shor t term receivables and payables are not significantly exposed to interest rate risk. Risk management objectives, policies and processes for managing the risk The Group adopts a policy of investing and borrowing mainly in fixed rate instruments to avoid the risk of fluctuation in interest rates. As for investments in fixed rate debt securities, the Group will only invest in debt securities that have a rating of A and above.

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187

NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.6 Market risk (continued) 26.6.2 Interest rate risk (continued) Exposure to interest rate risk The interest rate profile of the Groups and the Companys significant interest-bearing financial instruments, based on carrying amounts as at the end of the repor ting period was: Group 31.3.2012 RM000 Fixed rate instruments Financial assets Held-to-maturity investments Deposits placed with licensed banks Financial liabilities Hire purchase liabilities Interest rate risk sensitivity analysis (a) Fair value sensitivity analysis for fixed rate instruments The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss. (b) Cash flow sensitivity analysis for variable rate instruments The Group does not have any financial assets and liabilities based on variable rate instruments. Hence, no sensitivity analysis was performed. 120,744 165,335 (20) 286,059 186,096 157,052 (43,998) 299,150 121,193 160,000 281,193 186,065 151,607 (43,960) 293,712 31.12.2010 RM000 Company 31.3.2012 RM000 31.12.2010 RM000

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.6 Market risk (continued) 26.6.3 Other price risk Equity price risk arises from the Groups investments in equity securities. Risk management objectives, policies and processes for managing the risk Management of the Group monitors the equity investments on a por tfolio basis. Material investments within the por tfolio are managed on an individual basis and all buy and sell decisions are approved by the Directors. Equity price risk sensitivity analysis This analysis assumes that all other variables remained constant and the Groups equity investments moved in correlation with FTSE Bursa Malaysia KLCI (FBMKLCI). A 10% (31.12.2010: 10%) strengthening in FBMKLCI at the end of the repor ting period would have increased post-tax profit or loss by RM245,000 for investment classified as fair value through profit or loss (31.12.2010: RM327,000). A 10% (31.12.2010: 10%) weakening in FBMKLCI would have had equal but opposite effect on equity and profit or loss respectively.

26.7

Fair value of financial instruments The carrying amounts of cash and cash equivalents, shor t term receivables and payables approximate fair values due to the relatively shor t term nature of these financial instruments. The fair values of other financial assets and liabilities, together with the carrying amounts shown in the statements of financial position, are as follows :

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.7 Fair value of financial instruments (continued) 31.3.2012 Carrying amount RM000 Group Unquoted held-to-maturity investments Quoted shares Hire purchase liabilities Company Unquoted held-to-maturity investments Quoted shares Hire purchase liabilities 121,193 2,323 121,390 2,323 186,065 2,856 43,960 186,696 2,856 47,565 120,744 3,268 20 121,390 3,268 20 186,096 4,356 43,998 186,696 4,356 47,605 Fair value RM000 31.12.2010 Carrying amount RM000 Fair value RM000

The following summarises the methods used in determining the fair value of financial instruments reflected in the above table. Investments in equity and debt securities The fair values of financial assets that are quoted in an active market are determined by reference to their quoted closing bid price at the end of the repor ting period. Non-derivative financial liabilities Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the end of the reporting period. For hire purchase liabilities, the market rate of interest is determined by reference to similar hire purchase arrangements.

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NOTES TO THE FINANCIAL STATEMENTS


26. FINANCIAL INSTRUMENTS (continued)
26.7 Fair value of financial instruments (continued) Interest rates used to determine fair value The interest rates used to discount estimated cash flows, when applicable, are as follows: 31.3.2012 Unquoted held-to-maturity investments Hire purchase liabilities 3.4% - 3.9% 2.3% 31.12.2010 3.5% - 3.9% 2.3% - 3.6%

26.8 Fair value hierarchy Comparative figures have not been presented for 31 December 2010 by vir tue of the exemption provided in paragraph 44G of FRS 7. The table below analysis financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: Level 1: Level 2: Level 3: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

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NOTES TO THE FINANCIAL STATEMENTS


Level 1 RM000 31.3.2012 Group Financial assets Investment in unquoted held-to-maturity Investment in quoted shares 3,268 3,268 120,744 120,744 120,744 3,268 124,012 Level 2 RM000 Level 3 RM000 Total RM000

27. CAPITAL MANAGEMENT


The Groups objectives when managing capital is to maintain a strong capital base and safeguard the Groups ability to continue as a going concern, so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Directors monitor and determine to maintain an optimal debt-to-equity ratio that complies with regulatory requirements.

Group 31.3.2012 RM000 Total borrowings (Note 23) Less: Cash and cash equivalents (Note 18) Net cash Total equity 20 (544,076) (544,056) 898,093 31.12.2010 RM000 43,998 (395,533) (351,535) 828,593

There were no changes in the Groups approach to capital management during the financial period. Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated shareholders equity equal to or not less than the 25 percent of the issued and paid-up capital (excluding treasury shares) and such shareholders equity is not less than RM40 million. The Company has complied with this requirement.

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NOTES TO THE FINANCIAL STATEMENTS


28. CAPITAL COMMITMENTS
Group 31.3.2012 RM000 31.12.2010 RM000 Company 31.3.2012 RM000 31.12.2010 RM000

Property, plant and equipment Authorised but not contracted for Contracted but not provided for

15,252 42,309

281,339 55,879

8,685 42,309

273,378 55,807

29. SIGNIFICANT RELATED PARTY TRANSACTIONS


For the purposes of these financial statements, par ties are considered to be related to the Group or the Company if the Group or the Company has the ability, directly or indirectly, to control the par ty or exercise significant influence over the par ty in making financial and operating decisions, or vice versa, or where the Group or the Company and the par ty are subject to common control or common significant influence. Related parties may be individuals or other entities. Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel include all the Directors of the Group, and cer tain members of senior management of the Group. Transactions with government departments and agencies or with entities providing public utilities are entered at arms length by vir tue of their normal dealings as a public utility or a government depar tment and agency.

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NOTES TO THE FINANCIAL STATEMENTS


29. SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)
The significant related party relationships of the Group and the Company, other than key management personnel compensation (see Note 6), are as follows: Group 1.1.2011 to 31.3.2012 RM000 A. Related companies of a significant investor that has an influence over the Group Sales of services Commissions on services Rental income Purchase of services Rental expense B. Subsidiaries Sales of services Purchase of services Rental expense C. Associates Purchase of goods 6,263 784 314 (1,008) (14) 1,955 784 314 (1,008) (14) Year ended 31.12.2010 RM000 Company 1.1.2011 to 31.3.2012 RM000 Year ended 31.12.2010 RM000

(10,692)

61,196 (9,426) (6,173)

35,272 (2,327) (858)

(10,278)

(10,692)

(10,278)

The above transactions have been entered into the natural course of business and have been established under negotiated terms. There were allowance for impairment losses being provided in respect of these balances outstanding at period/year end at 31 March 2012 and 31 December 2010. The outstanding net amounts due from/to subsidiaries, related companies of a significant investor that has an influence over the Group and associates as at 31 March 2012 and 31 December 2010 are disclosed in Note 17 and Note 24 respectively.

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NOTES TO THE FINANCIAL STATEMENTS


30. COMPARATIVE FIGURES
Cer tain comparative figures have been reclassified to conform with the current years presentation. Group As restated RM000 As previously stated RM000 Company As restated RM000 As previously stated RM000

Trade and other receivables Prepayments and other assets

187,595 8,975

196,570 -

242,882 8,214

251,096 -

31. SUPPLEMENTARY INFORMATION ON THE BREAKDOWN OF REALISED AND UNREALISED PROFITS


On 25 March 2010, Bursa Malaysia Securities Berhad (Bursa Malaysia) issued a directive to all listed issuers pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements. The directive requires all listed issuers to disclose the breakdown of the unappropriated profits of accumulated losses as at the end of the repor ting period, into realised and unrealised profits or losses. On 20 December 2010, Bursa Malaysia further issued another directive on the disclosure and the prescribed format of presentation. The breakdown of the retained earnings of the Group and of the Company as at 31 March 2012, into realised and unrealised profits, pursuant to the directive are as follows:

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NOTES TO THE FINANCIAL STATEMENTS


31. SUPPLEMENTARY INFORMATION ON THE BREAKDOWN OF REALISED AND UNREALISED PROFITS (continued)
Group 31.3.2012 RM000 Total retained earnings of the Company and its subsidiaries: - Realised - Unrealised Total share of retained earnings of associates: - Realised Add: Consolidation adjustments Total retained earnings (7,650) 529,755 98,296 628,051 (7,650) 482,835 76,860 559,695 528,185 482,784 554,855 (17,450) 537,405 503,959 (13,474) 490,485 545,269 (17,084) 528,185 492,547 (9,763) 482,784 31.12.2010 RM000 Company 31.3.2012 RM000 31.12.2010 RM000

The determination of realised and unrealised profits is based on the Guidance of Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by Malaysian Institute of Accountants on 20 December 2010.

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THIS SECTION IS INTENTIONALLY LEFT BLANK

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STATEMENT BY DIRECTORS PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965


In the opinion of the Directors, the financial statements set out on pages 119 to 196 are drawn up in accordance with Financial Repor ting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 March 2012 and of their financial performance and cash flows for the period then ended. In the opinion of Directors, the information set out in Note 31 on page 195 to the financial statements had been complied in accordance with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:

Dato Sri Haji Mohd Khamil bin Jamil

Datuk Low Seng Kuan Kuala Lumpur, Date: 18 June 2012

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STATUTORY DECLARATION PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965


I, Ahmad Faisal bin Murad, the officer primarily responsible for the financial management of Pos Malaysia Berhad, do solemnly and sincerely declare that the financial statements set out on pages 119 to 196 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by vir tue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the above named in Kuala Lumpur on 18 June 2012.

. Ahmad Faisal bin Murad

Before me:

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INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF POS MALAYSIA BERHAD


Report on the Financial Statements We have audited the financial statements of Pos Malaysia Berhad, which comprise the statements of financial position as at 31 March 2012 of the Group and of the Company, and the statements of comprehensive income, changes in equity and cash flows of the Group and of the Company for the period then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 119 to 196. Opinion Directors Responsibility for the Financial Statements In our opinion, the financial statements have been properly drawn up in accordance with Financial The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial Repor ting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the Directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entitys preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. b) We have considered the accounts of a subsidiary of which we have not acted as auditors, which is indicated in Note 13 to the financial statements. c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Companys financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. d) The audit repor ts on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act. Report on Other Legal and Regulatory Requirements In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also repor t the following: Repor ting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 March 2012 and of their financial performance and cash flows for the period then ended. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

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INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF POS MALAYSIA BERHAD


Other Reporting Responsibilities Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The information set out in Note 31 on page 195 to the financial statements has been compiled by the Company as required by the Bursa Malaysia Securities Berhad Listing Requirements. We have extended our audit procedures to repor t on the process of compilation of such information. In our opinion, the information has been properly compiled, in all material respects, in accordance with the Guidance of Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants and presented based on the format prescribed by Bursa Malaysia Securities Berhad. Other Matters This repor t is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

KPMG Firm Number : AF 0758 Char tered Accountants

Chong Dee Shiang Approval Number : 2782/09/12(J) Chartered Accountant

Petaling Jaya, Date: 18 June 2012

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TOP 10 PROPERTIES
No 1. Type Alienated Land Location Shah Alam Subject Property HS(D) 98478, PT No 1 Sek 21, Bandar Shah Alam, District of Petaling Jaya, State of Selangor Pajakan Negeri 33472, Lot 46 Sek 70, Bandar Kuala Lumpur, District of Kuala Lumpur, State of Wilayah Persekutuan, Kuala Lumpur PT27 (Landside), KL International Airport, Mukim of Sepang, District of Sepang, State of Selangor HS(D) 56783, PT 27615, Mukim of Kapar, District of Klang, State of Selangor. Pajakan Negeri 155068 for Lot 2436N, Town of Ipoh, Daerah Kinta, State of Perak Pajakan Negeri 155069 for Lot 2437N, Town of Ipoh, Daerah Kinta, State of Perak Pajakan Negeri 4738 for Lot 31448, Town of Ipoh, Daerah Kinta, State of Perak Pajakan Negeri 153337 for Lot 35120, Town of Ipoh, Daerah Kinta, State of Perak Pajakan Negeri 153721 for Lot 2351N, Town of Ipoh, Daerah Kinta, State of Perak GRN 55283 for lot 31449 Town of Ipoh, Daerah Kinta, State of Perak Pajakan Negeri 155073 for Lot 2740N,Town of Ipoh, Daerah Kinta, State of Perak Registered / Beneficial Owner PMB Properties Sdn Bhd Exisiting Use / Description MPC Section 21 Shah Alam/Double Storey Office Building, 2 units of 1 12 Storey Factory Buidling General Post Office / Eight Storey Building

2.

Alienated Land

Pejabat Pos Besar Kuala Lumpur

Pesuruhjaya Tanah Persekutuan

3.

Building

KLIA

Malaysia Airports (Properties) Sdn Bhd Pos Malaysia Berhad Effivation Sdn Bhd

Pos Malaysia International Hub

4. 5.

Registered Land Alienated Land

Bukit Raja Ipoh

Delivery Branch / Warehouse with attached three storey office Vacant Land

Alienated Land

Ipoh

Effivation Sdn Bhd

Vacant Land

Alienated Land Alienated Land

Ipoh Ipoh

Effivation Sdn Bhd Effivation Sdn Bhd

Vacant Land Vacant Land

Alienated Land

Ipoh

Effivation Sdn Bhd

Vacant Land

Alienated Land

Ipoh

Effivation Sdn Bhd

Vacant Land

Alienated Land

Ipoh

Effivation Sdn Bhd

Vacant Land

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TOP 10 PROPERTIES
Tenure / Age of Building Leasehold 99 years (expiring 19/7/2094) Land Area ( sq mt ) 90,072 Gross Floor Area ( sq mt ) 46,451 Cost of Purchase / Lease Amount (RM) 69,000,000 Net Book Value (RM) as of 31 March 2012 70,077,040

Leasehold 99 years (expiring 27/01/2079)

8,496

44,519

60,000,000

25,369,897

Concession

36,950

18,729

34,277,932

20,460,811

Freehold Leasehold 999 Years (expiring on 30/12/2893)

8,809 1,310

5,617 Not applicable

10,300,000 3,262,660

13,129,300 12,540,000

Leasehold 999 Years (expiring on 30/12/2893)

1,424

Not applicable

2,804,939

Leasehold 999 Years (expiring on 30/12/2893) Leasehold 999 Years (expiring on 24/03/2895)

2,722 2,228

Not applicable Not applicable

4,741,831

Leasehold 999 Years (expiring on 30/12/2883)

1,500

Not applicable

3,550,000

Freehold

3,010

Not applicable

2,980,593

Leasehold 999 Years (expiring on 30/12/2893)

1,507

Not applicable

3,739,742

Pos Malaysia Berhad


annual report 2012

pg

203

TOP 10 PROPERTIES (CONTINUED)


No 6. Type Registered Land Location Larkin Subject Property HS(D) 109201, PT TLO 682, Bandar Johor Bahru, District of Johor Bahru, State of Johor Registered / Beneficial Owner Pos Malaysia Berhad Existing Use / Description Mail Centre, Johor Bahru/ a Single Storey detached Warehouse with a double storey office annex and a Single storey detached office block and detached warehouse Office and Commercial units

7.

Building

Jalan Damansara

Unit Nos. F108, F110, F111, F112, F113, F208, F210, F211, F212 & F213, Phileo Damansara, Jalan Damansara, Petaling Jaya, State of Selangor Refer notes* HS(D) 52880, PT 41029, Bandar Baru Bangi, District of Ulu Langat, State of Selangor HS(D) 52881, PT 41030, Bandar Baru Bangi, District of Ulu Langat, State of Selangor Town Lease 017542746 Lot 017542746 Location of Kota Kinabalu, Town District of Kota Kinabalu, State of Sabah

PSH Properties Sdn .Bhd Real Riviera Sdn Bhd Pos Malaysia Berhad

8. 9.

Building Registered Land

Persiaran Greenhill Bangi

Office Building / Seven Storey Building Delivery Branch / Warehouse with attached office

Registered Land

Bangi

Pos Malaysia Berhad

Delivery Branch / Warehouse with attached office

10.

Alienated Land

Kota Kinabalu

Pesuruhjaya Tanah Persekutuan

Post Office / Eleven Storey Building

Notes:*HS(D) Ka 21276 PT 18020, Town of Ipoh, State of Perak, Leasehold 99 years (expiring 20/12/2078) *HS(D) Ka 7533/79 PT 18021, Town of Ipoh, State of Perak, Leasehold 99 years (expiring 20/12/2078) *HS(D) Ka 7534/79 PT 18022, Town of Ipoh, State of Perak, Leasehold 99 years (expiring 20/12/2078) *PN 101760 Lot 8619 N, Town of Ipoh, State of Perak, Leasehold 999 years (expiring 21/09/2894) *PN 101761 Lot 8620 N, Town of Ipoh, State of Perak, Leasehold 999 years (expiring 21/09/2894) *PN 101762 Lot 8621 N, Town of Ipoh, State of Perak, Leasehold 999 years (expiring 21/09/2894)

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TOP 10 PROPERTIES (CONTINUED)


Tenure / Age of Building Leasehold 60 years (expiring 15/12/2021) Land Area ( sq mt ) 20,234 Gross Floor Area ( sq mt ) 6,601 Cost of Purchase / Lease Amount (RM) 10,300,000 Net Book Value (RM) as of 31 March 2012 12,830,526

Freehold / Approximately 15 years

1,441

7,694,005

8,160,000

Refer notes* Leasehold 99 years (expiring 19/08/2098)

635 6,267

3,176 2,044

9,566,461 2,800,000

7,258,123 5,662,571

Leasehold 99 years (expiring 19/08/2098)

4,206

2,044

2,400,000

Leasehold 99 years (expiring 31/12/2074)

6,718

13,479

12,146,000

5,135,712

Pos Malaysia Berhad


annual report 2012

pg

205

ANALYSIS OF SHAREHOLDINGS AS AT 12 JUNE 2012


Authorised Capital : RM1,000,000,001.00 divided into 2,000,000,000 ordinary shares of RM0.50 each and 1 Special Rights Redeemable Preference Share of RM1.00

Issued and full paid-up capital : RM268,513,043.50 comprising 537,026,085 ordinary shares of RM0.50 each and one (1) Special Rights Redeemable Preference Share of RM1.00 Voting Rights : One vote for every ordinary share (The Special Rights Redeemable Preference Share does not carry any voting right except in circumstances set out in the Companys Ar ticles of Association) Number of Shareholders Substantial Shareholders Shareholders 1. DRB-HICOM Berhad 2. Employees Provident Fund Board 3. Aberdeen Asset Management PLC and its subsidiaries 4. Tan Sri Dato Seri Syed Mokhtar Shah bin Syed Nor 5. Etika Strategi Sdn Bhd 6. Mitsubishi UFJ Financial Group, Inc Notes: * (a) (b) (c) Includes holdings of mandates delegated from other subsidiaries of Aberdeen Asset Management PLC. Deemed interested pursuant to Section 6A of the Companies Act, 1965 by virtue of his interest in DRB-HICOM Berhad. Deemed interested pursuant to Section 6A of the Companies Act, 1965 by virtue of its interest in DRB-HICOM Berhad. Deemed interested in the shares by virtue of Mitsubishi UFJ Financial Group, Incs wholly-owned subsidiary, Mitsubishi UFJ Trust & Banking Corp holding more than 15% in Aberdeen Asset Management PLC and Mitsubishi UFJ Financial Group, Inc holding more than 15% interest in shares of Morgan Stanley Group. Direct No. of shares 172,997,399 60,709,600 38,005,000* % 32.21 11.30 7.08 Indirect No. of shares 172,997,399(a) 172,997,399(b) 38,005,024
(c)

: 24,616

% 32.21 32.21 7.08

pg

206

Pos Malaysia Berhad


annual report 2012

ANALYSIS OF SHAREHOLDINGS AS AT 12 JUNE 2012


Distribution of Shareholdings Holdings Less than 100 100 to 1,000 1,001 to 10,000 10,001 to 100,000 100,001 to 26,851,303 26,851,304 and above Total No. of Shares 235,146 5,322,355 36,312,309 44,971,404 230,828,172 219,356,699 537,026,085 % of Issued Share Capital 0.04 0.99 6.76 8.37 42.99 40.85 100.00 No. of Shareholders/ Depositors 5,337 8,130 9,304 1,623 220 2 24,616 % of Shareholders/ Depositors 21.68 33.03 37.80 6.59 0.89 0.01 100.00

30 Largest Registered Shareholders


No. 1 2 3 4 5 6 7 8 9 10 Name Maybank Nominees (Tempatan) Sdn Bhd Pledged Securities Account for DRB-HICOM Berhad (414011604790) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board Lembaga Tabung Haji HSBC Nominees (Asing) Sdn Bhd BNP Paribas Secs Svs Lux for Aberdeen Global AmanahRaya Trustees Berhad Skim Amanah Saham Bumiputera Citigroup Nominees (Tempatan) Sdn Bhd ING Insurance Berhad (INV-IL PAR) AmanahRaya Trustees Berhad Public Islamic Select Treasures Fund AMSEC Nominees (Tempatan) Sdn Bhd AmTrustee Berhad for CIMB Islamic Dali Equity Growth Fund (UT-CIMB-DALI) HSBC Nominees (Asing) Sdn Bhd Coutts & Co Ltd Sg for Glenmorgan Company Inc HSBC Nominees (Asing) Sdn Bhd BNP Paribas Secs Svs Paris for Aberdeen Asian Smaller Companies Investment Trust Plc No. of Shares 172,997,399 46,359,300 23,905,800 15,303,200 15,000,000 9,777,300 8,159,900 6,764,400 6,500,000 5,500,000 Percentage (%) 32.21 8.63 4.45 2.85 2.79 1.82 1.52 1.26 1.21 1.02 pg

Pos Malaysia Berhad


annual report 2012

207

ANALYSIS OF SHAREHOLDINGS AS AT 12 JUNE 2012


30 Largest Registered Shareholders (continued) No. 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Name Valuecap Sdn Bhd Citigroup Nominees (Tempatan) Sdn Bhd Kumpulan Wang Persaraan (Diperbadankan) (Aberdeen) AmanahRaya Trustees Berhad Public Islamic Optimal Growth Fund Pertubuhan Keselamatan Sosial HSBC Nominees (Asing) Sdn Bhd Exempt An For BNP Paribas Securities Services (Jersey GBP) AmanahRaya Trustees Berhad Public Islamic Dividend Fund Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (CIMB PRIN) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Aberdeen) CIMB Group Nominees (Tempatan) Sdn Bhd CIMB Bank Berhad (EDP 2) HSBC Nominees (Asing) Sdn Bhd Exempt An for Credit Suisse Securities (USA) LLC (PB Client) Citigroup Nominees (Asing) Sdn Bhd CBNY for Dimensional Emerging Markets Value Fund Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Alliance INV) AmanahRaya Trustees Berhad Public Islamic Opportunities Fund AmanahRaya Trustees Berhad Public Islamic Equity Fund No. of Shares 5,209,800 5,200,000 4,708,200 4,257,700 4,000,000 3,801,500 3,790,500 3,584,200 3,564,700 3,500,000 3,144,917 2,689,000 2,669,500 2,585,000 Percentage (%) 0.97 0.97 0.88 0.79 0.74 0.71 0.71 0.67 0.66 0.65 0.59 0.50 0.50 0.48

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annual report 2012

ANALYSIS OF SHAREHOLDINGS AS AT 12 JUNE 2012


30 Largest Registered Shareholders (continued) No. 25 26 27 28 29 30 Name HSBC Nominees (Tempatan) Sdn Bhd HSBC (M) Trustee Bhd for Pertubuhan Keselamatan Sosial (CIMB-P 6939-404) Citigroup Nominees (Tempatan) Sdn Bhd Kumpulan Wang Persaraan (Diperbadankan)(RHB INV) Citigroup Nominees (Tempatan) Sdn Bhd Kumpulan Wang Persaraan (Diperbadankan)(CIMB Equities) HSBC Nominees (Asing) Sdn Bhd Exempt An For HSBC Private Bank (Suisse) S.A. (Hong Kong AC CL) HSBC Nominees (Asing) Sdn Bhd BNY Brussels for Wisdomtree Emerging Markets Smallcap Dividend Fund HSBC Nominees (Asing) Sdn Bhd Exempt An For JPMorgan Chase Bank, National Association (Bermuda) Total No. of Shares 2,339,500 2,213,000 1,982,000 1,865,000 1,829,500 1,771,800 374,973,116 Percentage (%) 0.44 0.41 0.37 0.35 0.34 0.33 69.82

Directors Shareholdings as per the Register of Directors Shareholdings as at 12 June 2012 Name of Directors Dato Sri Haji Mohd Khamil bin Jamil Dato Ibrahim Mahaludin bin Puteh Datuk Low Seng Kuan Dato Krishnan a/l Chinapan Dato Wee Hoe Soon @ Gooi Hoe Soon Dato Lukman bin Ibrahim Eshah binti Meor Suleiman Notes: + Negligible Direct Interest 57 % + Indirect Interest % -

Pos Malaysia Berhad


annual report 2012

pg

209

NOTICE OF 20TH ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN THAT the 20th Annual General Meeting (AGM) of Pos Malaysia Berhad (Pos Malaysia or the Company) will be held at Grand Mahkota Ballroom, Level BR, Istana Hotel, 73 Jalan Raja Chulan, 50200 Kuala Lumpur on Thursday, 9 August 2012 at 9.00 a.m. for the following purposes:
As Ordinary Business:
1. To receive the Audited Financial Statements for the financial period ended 31 March 2012 and the Repor ts of the Directors and Auditors thereon. Please refer to Note A. 2. To declare a first and final dividend of 17.5 sen per ordinary share less 25% tax in respect of the financial period ended 31 March 2012. (Ordinary Resolution 1) (ii) 3. To re-elect the following Directors who retire by rotation pursuant to Ar ticle 115 of the Companys Articles of Association, and who being eligible, offered themselves for reelection : (a) Datuk Low Seng Kuan (b) Eshah binti Meor Suleiman 4. (Ordinary Resolution 2) (Ordinary Resolution 3) (b)

As Special Business:
To consider and, if thought fit, to pass the following resolutions: 6. To approve the following Directors Fees:(a) That the payment of the Directors Fees of RM538,474.00 for the financial period ended 31 March 2012 be hereby approved. (Ordinary Resolution 7) That the following increase in the Directors Fees with effect from 1 April 2012 be hereby approved:(i) Fees payable to each of the Non-Executive Directors (save for the NonExecutive Chairman) be increased from RM30,000.00 per annum to RM80,000.00 per annum; and Additional fees payable to the Chairman and each member of each of the Board Committees (save for the Audit Committee) amounting to RM8,000.00 per annum and RM6,000.00 per annum respectively. (Ordinary Resolution 8) 7. Proposed Shareholders Mandate for Recurrent Related Par ty Transactions (Proposed Shareholders Mandate) THAT subject to the Companies Act, 1965 (the Act), the Memorandum and Ar ticles of Association of the Company and the Main Market Listing Requirements (the Listing Requirements) of Bursa Malaysia Securities Berhad (Bursa Securities), approval be and is hereby given to the Company and its subsidiaries (Pos Malaysia Group) to enter into any of the category of recurrent transactions of a revenue or trading nature as set out in Par t A, Section 2.2.3 of the Companys Circular to Shareholders dated 18 July 2012 with the related par ties mentioned therein which are necessary for the Pos Malaysia Groups day-today operations subject to the following:(a) the transactions are in the ordinary course of business and are on terms not more favourable to the related par ties than those generally available to the public; and

To re-elect the following Directors who retire pursuant to Ar ticle 110 of the Companys Ar ticles of Association, and who being eligible, offered themselves for re-election: (a) Dato Sri Haji Mohd Khamil bin Jamil (b) Dato Lukman bin Ibrahim (Ordinary Resolution 4) (Ordinary Resolution 5)

5.

To re-appoint Messrs KPMG as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. (Ordinary Resolution 6)

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Pos Malaysia Berhad


annual report 2012

NOTICE OF 20TH ANNUAL GENERAL MEETING


(b) the shareholders mandate is subject to annual renewal and disclosure is made in the annual report of the Company of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year. FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member AND THAT the Proposed Shareholders Mandate, if approved by shareholders at the for thcoming AGM, will be subject to annual renewal. In this respect, any authority conferred by the Proposed Shareholders Mandate shall only continue to be in force until: (a) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; or (b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by resolution passed by the shareholders in general meeting; whichever is earlier ; AND THAT the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorised by this resolution. (Ordinary Resolution 9) 8. Proposed Amendments to the Articles of Association of the Company THAT the amendments to the Articles of Association of the Company as set out in Appendix A of Par t B of the Circular to Shareholders dated 18 July 2012 be and is hereby approved and adopted AND THAT the Board of Directors be and is hereby authorised to give effect to the said amendments. (Special Resolution 1) (a) shares deposited into the Depositors securities account before 12.30 p.m. on 15 August 2012 in respect of securities exempted from mandatory deposit; (b) shares transferred into the Depositors securities account before 4.00 p.m. on 17 August 2012 in respect of ordinary transfers; and (c) shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad. NOTICE IS ALSO HEREBY GIVEN THAT the first and final dividend of 17.5 sen per ordinary share less 25% tax in respect of the financial period ended 31 March 2012, if approved by the shareholders at the 20th AGM, will be paid on 10 September 2012 to shareholders whose names appear in the Register of Members or Record of Depositors at the close of business on 17 August 2012. A Depositor shall qualify for entitlement to the dividend only in respect of: who shall be entitled to attend this 20th AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Ar ticle 89(3) of the Companys Ar ticles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 1 August 2012. Only Depositor whose name appears on the Record of Depositors as at 1 August 2012 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf. 9. To transact any other business of which due notice has been given in accordance with the Act and the Companys Ar ticles of Association.

Notice of Book Closure and Notice of Dividend Entitlement and Payment :

Pos Malaysia Berhad


annual report 2012

pg

211

NOTICE OF 20TH ANNUAL GENERAL MEETING


By Order of the Board, Dato Sabrina Albakri binti Abu Bakar (LS8508) Company Secretary Kuala Lumpur, 18 July 2012 Note A: This agenda item is meant for discussion only as the provision of Section 169(1) of the Act does not require a formal approval of the shareholders and hence is not put forward for voting. 5. Additional Notes on Special Business Notes: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote in his/her stead. A member may appoint a maximum of two (2) proxies to attend the meeting provided that such member holds not less than the minimum board lot as specified under the Rules and the Listing Requirements. (ii) The proposed Ordinary Resolution 8 is in respect of the proposed increase in Directors 2. Where a member appoints two (2) proxies to attend the meeting, the member shall specify the propor tion of his/her shareholding to be represented by each proxy. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. Pursuant to the Listing Requirements, a member of the Company which is an exempt authorised nominee, as defined under the Securities Industry (Central Depositories) Act, 1991, who holds ordinary shares in the Company for multiple beneficial owners in one securities amount (omnibus account) is allowed to appoint multiple proxies in respect of each omnibus account it holds. Fees with effect from new financial year commencing 1 April 2012. The proposal is to increase Directors fees for each of the Non-Executive Director (save for the NonExecutive Chairman) from RM30,000.00 per annum to RM80,000.00 per annum. Additional Directors fees are also proposed for the Chairman and each member of each Board Committees (save for the Audit Committee) amounting to RM8,000.00 per annum and RM6,000.00 per annum. For information, at the previous AGM of the Company held on 5 May 2011, shareholders approval had been procured for payment of additional Directors fees for the Chairman of the Audit Committee amounting to RM20,000.00 per annum. (i) The proposed Ordinary Resolution 7 is in accordance with the Companys Ar ticles of Association and if passed, will authorise the payment of Directors Fees to Directors of the Company for their services during the financial period ended 31 March 2012. 4. The instrument appointing a proxy or representative shall be deposited at the Companys Share Registrars office at Tricor Investor Services Sdn Bhd, Level 17, The Gardens Nor th Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than for ty-eight (48) hours before the time set for holding the meeting or any adjournment thereof. 3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly appointed under a power of attorney or if such appointor is a corporation, either under the corporations seal or under the hand of an officer or attorney duly appointed under a power of attorney.

pg

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Pos Malaysia Berhad


annual report 2012

NOTICE OF 20TH ANNUAL GENERAL MEETING


(iii) The proposed Ordinary Resolution 9 will enable the Pos Malaysia Group to enter into any of the recurrent related party transactions of a revenue or trading nature which are necessary for the Pos Malaysia Groups day to day operations, subject to the transactions being in the ordinary course of business and on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company. The details are as set out in Par t A of the Circular to Shareholders dated 18 July 2012. (iv) The proposed Special Resolution 1 is in relation to the proposed amendments to cer tain provisions of the Companys Articles of Association. The details of the proposed amendments are as set out in Part B of the Circular to Shareholders dated 18 July 2012.

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annual report 2012

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THIS SECTION IS INTENTIONALLY LEFT BLANK

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Pos Malaysia Berhad


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POS MALAYSIA BERHAD (229990-M)


Total Number of Shares Held

PROXY FORM 20TH ANNUAL GENERAL MEETING


CDS Account No. of Authorised Nominee *

I/We Address:

FULL NAME OF SHAREHOLDER AS PER NRIC/PASSPORT NO. IN BLOCK LETTERS

NRIC/Passport/Company No.:

being a member of Pos Malaysia Berhad (229990-M), hereby appoint the following: (1) Proxy A : Address: or failing him/her Address: (2) Proxy B (If Applicable): Address: or failing him/her Address: OR, the CHAIRMAN OF THE MEETING (if no proxy named above); as my/our proxy to vote for me/us and on my/our behalf, at the 20th Annual General Meeting of the Company, to be held at Grand Mahkota Ballroom, Level BR, Istana Hotel, 73 Jalan Raja Chulan, 50200 Kuala Lumpur on Thursday, 9 August 2012 at 9.00 a.m. and at any adjournment thereof. My/our proxy is to vote as indicated below. The propor tion of my/our holding to be represented by my/our proxies are as follows:
Proxy A No. 1 2 3 4 5 6 7 8 9 Ordinary Resolution Declaration of Dividend Re-election of Datuk Low Seng Kuan as Director Re-election of Eshah binti Meor Suleiman as Director Re-election of Dato Sri Haji Mohd Khamil bin Jamil as Director Re-election of Dato Lukman bin Ibrahim as Director Re-appointment of Messrs KPMG as the Companys Auditors for the ensuing year Approval of Directors Fees Approval of Increase in Directors Fees Proposed Shareholders Mandate for Recurrent Related Par ty Transactions Special Resolution 1 Proposed Amendments to the Ar ticles of Association of the Company % Proxy B % Total 100 % For Against
FULL NAME AS PER NRIC/PASSPORT NO. IN BLOCK LETTERS FULL NAME OF PROXY B AS PER NRIC/PASSPORT NO. IN BLOCK LETTERS FULL NAME AS PER NRIC/PASSPORT NO. IN BLOCK LETTERS FULL NAME OF PROXY A AS PER NRIC/PASSPORT NO. IN BLOCK LETTERS

NRIC/Passport No.:

NRIC/Passport No.:

NRIC/Passport No.:

NRIC/Passport No.:

Please indicate with an (X) in the appropriate spaces as to how you wish your votes to be cast on the Ordinary Resolutions and Special Resolution specified in the Notice of the 20th Annual General Meeting. If you do not do so, the Proxy may vote or abstain from voting at his/ her discretion. * Applicable to shares held through an Authorised Nominee Account

Pos Malaysia Berhad


annual report 2012

Signed this

day of

2012 Signature(s)/Common Seal of Shareholder(s)

pg

215

Notes: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote in his/her stead. A member may appoint a maximum of two (2) proxies to attend the meeting provided that such member holds not less than the minimum board lot as specified under the Rules and the Listing Requirements. 2. Where a member appoints two (2) proxies to attend the meeting, the member shall specify the propor tion of his/her shareholding to be represented by each proxy. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. Pursuant to the Listing Requirements, a member of the Company which is an exempt authorised nominee, as defined under the Securities Industry (Central Depositories) Act, 1991, who holds ordinary shares in the Company for multiple beneficial owners in one securities amount (omnibus account) is allowed to appoint multiple proxies in respect of each omnibus account it holds. 3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly appointed under a power of attorney or if such appointor is a corporation, either under the corporations seal or under the hand of an officer or attorney duly appointed under a power of attorney. 4. The instrument appointing a proxy or representative shall be deposited at the Companys Share Registrars office at Tricor Investor Services Sdn Bhd, Level 17, The Gardens Nor th Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than for ty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.

Complete this form where applicable, place in envelope and post to:

The Share Registrar TRICOR INVESTOR SERVICES SDN BHD (118401-V) Level 17, The Gardens North Tower Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur

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