Annual Report (POST MSIA) 2011-2012
Annual Report (POST MSIA) 2011-2012
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
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
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
Registered Office
Tingkat 8, Ibu Pejabat Pos Kompleks Dayabumi 50670 Kuala Lumpur Tel : 603-22672267 Fax : 603-22672266
pg
61
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%
pg
62
pg
63
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.
pg
64
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.
pg
65
BOARD OF DIRECTORS
pg
66
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.
pg
67
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.
pg
68
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.
pg
69
BOARD OF DIRECTORS
pg
70
pg
71
pg
72
pg
73
LEADERSHIP TEAM
5 Dato Rohaiza binti Hashim 6 Mohd Rizal bin Hamzah 7 Mohd Yusri bin Dolah
Chief Marketing Officer
Group Head, Corporate Communications & Customer Care Group Head, Strategic Procurement
pg
74
LEADERSHIP TEAM
13 14 15
16
17
18
19
20 21
22 23
24
14
pg
75
UNVEILING STRENGTHS
pg
76
pg
77
pg
78
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
pg
79
Community
pg
80
pg
81
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.
pg
82
pg
83
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.
Communication and Culture, YB Dato Seri Utama Dr. Rais Yatim on 26 April 2011 at Menara Telekom Malaysia, Kuala Lumpur.
pg
84
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.
pg
85
pg
86
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
pg
87
pg
88
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
pg
89
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.
pg
90
pg
91
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.
pg
92
pg
93
pg
94
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.
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
pg
95
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.
pg
96
AGM, the shareholders are presented with a summary of the Groups performance on the financial period under review.
General Meetings
pg
97
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
pg
98
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).
pg
99
pg
100
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
Nik Ahmad Fauzan bin Nik Mohamed Group Head, Corporate Services Ahmad Faisal bin Murad Group Chief Financial Officer
pg
101
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.
pg
102
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.
pg
103
pg
104
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).
pg
105
pg
106
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.
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.
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.
pg
107
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
pg
108
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;
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;
Pos Malaysia Berhad
annual report 2012
pg
109
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.
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;
Pos Malaysia Berhad
annual report 2012
pg
110
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;
pg
111
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.
112
pg
113
pg
114
pg
115
pg
116
pg
117
Dato Sri Haji Mohd Khamil bin Jamil Kuala Lumpur, Date : 18 June 2012
pg
118
pg
119
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
115,886
54,719
The notes on pages 128 to 196 are an integral part of these financial statements.
pg
120
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
18 19
pg
121
Hire purchase liabilities Current tax liabilities Trade and other payables Total current liabilities Total liabilities Total equity and liabilities
23
5 17,538
24
The notes on pages 128 to 196 are an integral part of these financial statements.
pg
122
268,513 Note 20
385 Note 20
The notes on pages 128 to 196 are an integral par t of these financial statements.
pg
123
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.
pg
124
pg
125
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
pg
126
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.
pg
127
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
pg
128
pg
129
pg
130
pg
131
pg
132
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
pg
133
(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
134
pg
135
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
136
pg
137
pg
138
pg
139
pg
140
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
pg
141
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
annual report 2012
142
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
731 132 1,489 7,096 93 7,713 5,521 4,077 15,537 819 790 1,799 120
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
pg
143
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
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.
pg
145
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
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
Total RM000
889,413 96,926 (11,050) 975,289 173,723 (8,381) (4,688) 1,144 (15,418) (1,801) 1,119,868
pg
147
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
Total RM000
22,273 -
22,273 22,273 -
pg
148
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
Total RM000
121,342 121,342
22,273 22,273
pg
149
Total RM000
pg
150
Total RM000
32,510
pg
151
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
Total RM000
pg
152
Depreciation has been netted off against other income as the assets were purchased in relation to government grant received by the Group and Company.
pg
153
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
pg
154
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.
pg
155
pg
156
pg
157
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
158
Country of incorporation Group 31.3.2012 Elpos Print Sdn. Bhd. # CEN Sdn. Bhd.
#
Malaysia
pg
159
Total RM000
249,562 (249,562) -
Market value of quoted investments 31.12.2010 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 Held-to-maturity investments
pg
160
Total RM000
186,096 186,096 -
357,343 (357,343) -
pg
161
Total RM000
85,757 85,757
Current Financial assets at fair value through profit or loss: held-for-trading Held-to-maturity investments
186,065 186,065 -
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
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.
pg
163
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
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.
pg
165
pg
166
Share capital includes the Special Rights Redeemable Preference Share of RM1.00.
pg
167
pg
168
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.
pg
169
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.
170
Company 31.12.2010 RM000 38,876 31.3.2012 RM000 40,050 31.12.2010 RM000 35,954
b b
239 86,249
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
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.
pg
171
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
172
pg
173
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
pg
175
pg
176
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
FVTPL-HFT RM000
AFS RM000
HTM RM000
pg
177
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
pg
178
pg
179
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
49,962 12,874 12,323 18,237 93,396 63,967 15,553 7,454 30,419 117,393
pg
180
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
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.
pg
181
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.
pg
182
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
pg
183
pg
184
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
pg
185
pg
186
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.
pg
187
pg
188
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 :
pg
189
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.
pg
190
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).
pg
191
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.
pg
192
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
pg
193
(10,692)
(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.
pg
194
187,595 8,975
196,570 -
242,882 8,214
251,096 -
pg
195
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.
pg
196
pg
197
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
pg
198
Before me:
pg
199
pg
200
pg
201
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
3.
Building
KLIA
Malaysia Airports (Properties) Sdn Bhd Pos Malaysia Berhad Effivation Sdn Bhd
4. 5.
Delivery Branch / Warehouse with attached three storey office Vacant Land
Alienated Land
Ipoh
Vacant Land
Ipoh Ipoh
Alienated Land
Ipoh
Vacant Land
Alienated Land
Ipoh
Vacant Land
Alienated Land
Ipoh
Vacant Land
pg
202
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
8,496
44,519
60,000,000
25,369,897
Concession
36,950
18,729
34,277,932
20,460,811
8,809 1,310
10,300,000 3,262,660
13,129,300 12,540,000
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
4,741,831
1,500
Not applicable
3,550,000
Freehold
3,010
Not applicable
2,980,593
1,507
Not applicable
3,739,742
pg
203
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.
Office Building / Seven Storey Building Delivery Branch / Warehouse with attached office
Registered Land
Bangi
10.
Alienated Land
Kota Kinabalu
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)
pg
204
1,441
7,694,005
8,160,000
635 6,267
3,176 2,044
9,566,461 2,800,000
7,258,123 5,662,571
4,206
2,044
2,400,000
6,718
13,479
12,146,000
5,135,712
pg
205
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
pg
206
207
pg
208
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 % -
pg
209
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)
pg
210
pg
211
pg
212
pg
213
pg
214
I/We Address:
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
Signed this
day of
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
pg
216