AFFINBANK-Annual-Report-2011.Pdf
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Flourishing on a Firm Foundation Annual Report 2011 / Abridged Version OUR VISION A Premier Partner for Financial Growth and Innovative Services. OUR MISSION To provide innovative financial solutions and services to target customers in order to generate profits and create value for our shareholders and other stakeholders. In so doing, we provide opportunities for employees to contribute and excel; and be competitive in providing our solutions and services to our valued customers. We shall conduct our business with integrity and professionalism in compliance with good corporate governance principles and practices. COVER RATIONALE The cover design features the theme--Flourishing On A Firm Similarly, our expansion is based on an extremely solid Foundation--to emphasize the stability of our organization. foundation. The white expanse on the cover symbolizes our The graphic illustration of a fast-growing tree appears on integrity, while the blue portion represents the bright future the cover, and it is firmly anchored by roots that reach deep that lies ahead of us. down into the ground. TABLE OF CONTENTS 2 Corporate Milestone 4 Corporate Structure 5 Corporate Information 6 Board of Directors 8 Profile of Directors 12 Management Team 14 Management Team Profiles 18 Chairman’s Statement 22 Performance Review 25 Financial Highlights 26 Corporate Diary 28 Statement of Corporate Governance 36 Statement on Internal Control 39 Audit & Examination Committee 41 Network of Branches 46 Notice of Annual General Meeting 47 Financial Statements CORPORATE MILESTONE 1999 5 APRIL 1994 • Signing of MoU between 1992 PAB & BSN Commercial • Emergence of Affin 21 APRIL Bank (M) Berhad. Holdings Berhad as • Became Perwira Affin Bank biggest shareholder of Berhad (PAB) from Perwira PHB. Habib Bank Malaysia Berhad (PHB) since AFFIN Holdings has 100% of PAB. 1975 23 OCTOBER • Incorporation of Perwira Habib Bank Malaysia Berhad (PHB). 2 Annual Report 2011 2006 1 APRIL • Affin Islamic Bank Berhad 2000 (AFFIN ISLAMIC) 2001 commenced its 25 APRIL operations. • Change name of Perwira JANUARY 2005 Affin Bank Berhad (PAB) to • AFFINBANK commenced Affin Bank Berhad operations with 110 JUNE (AFFINBANK). branches nationwide. • Merger with Affin-ACF 30 AUGUST Finance Berhad. • Merger of PAB & BSN Commercial Bank (M) • Introduction to the new Berhad signed, logo and tagline - ‘Banking paving formation of new Without Barriers’ AFFINBANK. AFFIN BANK BERHAD (25046-T) 3 CORPORATE STRUCTURE ABB Trustee Berhad ** 100% ABB Nominee (Tempatan) Sdn. Bhd. 100% PAB Properties Sdn Bhd 100% Affin-ACF Holdings Sdn. Bhd. 100% Affin Recoveries Berhad 100% Affin-ACF Capital Sdn. Bhd. # 100% Affin Factors Sdn Bhd ABB Nominee (Asing) 35.33% Sdn Bhd # LEMBAGA TABUNG ANGKATAN TENTERA AXA Affin Life Insurance 100% Lembaga Tabung Berhad 51% Angkatan Tentera ABB IT & Services Sdn Bhd. # 100% Affin Futures Sdn. Bhd. # 100% AXA Affin General Insurance *** BSNCB Nominees (Tempatan) Berhad Sdn. Bhd. # 33.6% 100% 20.69% AFFIN-ACF Nominees (Tempatan) Sdn. Bhd. # Boustead Holdings Berhad 100% Affin Holdings Berhad Affin Bank Berhad Affin Islamic Bank Berhad 100% 100% AFFIN-i Nadayu Sdn. Bhd. ## (formerly known as AFFIN-i Goodyear Sdn Bhd) 50% 23.52% Bank of East Asia Limited* Affin Capital Sdn. Bhd. ABB Venture 100% Capital Sdn Bhd.#1 100% ABB Asset Management (M) Berhad #1 100% BSNC Nominees (Tempatan) Sdn. Bhd. #1 Affin-ADB Sdn. Bhd. 100% 100% PAB Property Development OTHERS 20.46% Sdn. Bhd. #1 100% PAB Property Management Services Sdn. Bhd. #1 100% Affin Money Brokers BSN Merchant Nominees (Asing) Sdn. Bhd. Sdn. Bhd. #1 100% 100% BSN Merchant Nominees (Tempatan) Sdn. Bhd. 100% (strike-off w.e.f. 6.9.2012) UBB Trustee (Malaysia) Berhad *** 20% Affin Investment Bank # Dormant Berhad Affin Fund Management Berhad # # AFFIN-i Nadayu Sdn Bhd is jointly owned by 100% 100% Affin Islamic Bank Berhad and Jurus Positif Affin Nominees Sdn Bhd with a 50-50 ownership (Tempatan) Sdn. Bhd. 100% ** 80% held by Directors of Affin Bank Berhad in trust for Affin Bank Berhad Affin Nominees (Asing) Sdn. Bhd. *** Associates 100% 1. In members’ voluntary winding-up Classic Precision Sdn. Bhd. 67% Merchant Nominees (Asing) Sdn. Bhd. 1 100% Merchant Nominees (Tempatan) Sdn. Bhd. 1 100% 4 Annual Report 2011 CORPORATE INFORMATION NAME Mr. Lee Chor Kee (Alternate Director to Mr. Stephen Charles Li) Affin Bank Berhad (Co. No.: 25046-T) (Appointed as Alternate Director w.e.f. 18.4.2011 and resigned as Alternate Director w.e.f. 16.8.2011) DATE OF INCORPORATION Encik Mohd Suffian bin Haji Haron 23 October 1975 (Independent Non-Executive Director) YBhg. Tan Sri Dato’ Seri Mohamed Jawhar bin Hassan PRINCIPAL ACTIVITIES (Independent Non-Executive Director) Affin Bank Berhad is principally involved in the carrying out of (Appointed as Director w.e.f. 1.11.2011) banking and finance related services. The Bank has seventeen (17) subsidiary companies and three (3) associate companies Managing Director/Chief Executive Officer which are principally engaged in property management YBhg. Dato' Zulkiflee Abbas bin Abdul Hamid services, nominees services, trustees management services and factoring services. SECRETARIES Nimma Safira binti Khalid BOARD OF DIRECTORS Azizah binti Shukor (Resigned as Joint-Company Secretary Chairman w.e.f. 12.1.2012) YBhg. Jen Tan Sri Dato' Seri Ismail bin Hj. Omar (Bersara) (Non-Independent Non-Executive Director) REGISTERED OFFICE Directors 17th Floor, Menara AFFIN, YBhg. Dato’ Zulkiflee Abbas bin Abdul Hamid 80, Jalan Raja Chulan, (Non-Independent Executive Director) 50200 Kuala Lumpur. (Resigned as Director w.e.f. 1.11.2011) Tel.: 03-2055 9000 Fax.: 03-2026 1415 YBhg. Tan Sri Dato’ Lodin bin Wok Kamaruddin (Non-Independent Non-Executive Director) AUTHORISED SHARE CAPITAL No. of shares YM. Dr. Raja Abdul Malek bin Raja Jallaludin 2,000,000,000 (Independent Non-Executive Director) Par value RM1.00 YBhg. Laksamana Madya Tan Sri Dato’ Seri Ahmad Ramli Total bin Mohd Nor (Bersara) RM2,000,000,000 (Non-Independent Non-Executive Director) (Resigned as Director w.e.f. 30.9.2011) ISSUED AND PAID-UP SHARE CAPITAL YBhg. Dato Sri Abdul Aziz bin Abdul Rahman (Independent Non-Executive Director) No. of shares 1,439,285,382 Mr. Aubrey Li Kwok-Sing Par value (Non-Independent Non-Executive Director) RM1.00 Total Mr. Brian David Li Man-Bun RM1,439,285,382 (Alternate Director to Mr. Aubrey Li Kwok-Sing) (Resigned as Alternate Director w.e.f. 18.4.2011) SUBSTANTIAL SHAREHOLDER Mr. Gary Cheng Shui Hee No. of shares (Alternate Director to Mr. Aubrey Li Kwok-Sing) Affin Holdings Berhad 1,439,285,382 (Appointed as Alternate Director w.e.f. 18.4.2011) Mr. Stephen Charles Li EXTERNAL AUDITORS (Non-Independent Non-Executive Director) (Resigned as Director w.e.f. 16.8.2011) PricewaterhouseCoopers (AF 1146) Mr. Eric Koh Thong Hau (Alternate Director to Mr. Stephen Charles Li) (Resigned as Alternate Director w.e.f. 1.1.2011) AFFIN BANK BERHAD (25046-T) 5 BOARD OF DIRECTORS from left to right: 1. YBHG. JEN. TAN SRI DATO’ SERI ISMAIL BIN HAJI 4. YM. DR. RAJA ABDUL MALEK BIN RAJA OMAR (BERSARA) JALLALUDIN Chairman Independent Non-Executive Director Non-Independent Non-Executive Director 5. YBHG. LAKSAMANA MADYA TAN SRI DATO’ SERI 2. YBHG. DATO’ ZULKIFLEE ABBAS BIN ABDUL HAMID AHMAD RAMLI BIN MOHD NOR (BERSARA) Managing Director/ Chief Executive Officer Non-Independent Non-Executive Director 3. YBHG. DATO’ SRI ABDUL AZIZ BIN ABDUL RAHMAN Independent Non-Executive Director 6 Annual Report 2011 from left to right: 6. MR. AUBREY LI KWOK-SING 9. YBHG. TAN SRI DATO’ SERI MOHAMED JAWHAR Non-Independent Non-Executive Director BIN HASSAN Independent Non-Executive Director 7. MR. STEPHEN CHARLES LI Non-Independent Non-Executive Director 10. YBHG. TAN SRI DATO' LODIN BIN WOK KAMARUDDIN 8. EN. MOHD. SUFFIAN BIN HAJI HARON Non-Independent Non-Executive Director Independent Non-Executive Director AFFIN BANK BERHAD (25046-T) 7 PROFILE OF DIRECTORS YBHG. JEN. TAN SRI DATO’ SERI ISMAIL BIN HJ. OMAR YBHG. DATO’ ZULKIFLEE ABBAS BIN ABDUL HAMID (BERSARA) Managing Director / Chief Executive Officer Chairman / Non-Independent Non-Executive Director Jen. Tan Sri Dato' Seri Ismail bin Hj. Omar (Bersara), aged 71, Dato’ Zulkiflee Abbas bin Abdul Hamid aged 55, was appointed was appointed as a Director and Chairman of AFFINBANK on the Managing Director/Chief Executive Officer on 1 April 2009. 21 May 2002. Prior to joining AFFINBANK, Dato’ Zulkiflee Abbas was the Chief He was formerly Chief Defence Forces (CDF) Malaysia from 1995 Credit Officer in one of Malaysia’s leading banks where he also until his retirement in 1998, after 38 years of military service. served in various positions in the bank’s subsidiaries including as He graduated from Royal Military Academy, Sandhurst, United a board member. He graduated with a Master in Business Kingdom in 1961 and subsequently attended professional and Administration from the Southern Illinois University, United States management development courses at several institutions of America. Dato’ Zulkiflee Abbas joined AFFINBANK in March including The Land Forces Command and Staff College, Canada; 2005 as Director, Enterprise Banking. He was later made the the United Nation International Peace Academy, Vienna; the Director of Business in 2007 and subsequently the Executive National Defence College, India and INTAN Malaysia. Director, Banking in 2008 before assuming his current position. His military service saw Key Command and Staff appointments at Dato’ Zulkiflee Abbas has more than 30 years of extensive all levels of the Armed Forces. As CDF, his responsibilities experience in the banking sector. He posseses the necessary included key roles in Malaysia’s Regional and International knowledge and professional competence in the conduct of the Defence Relations. licensed institution’s business. Tan Sri was Chairman of Affin Holdings Berhad and Affin-ACF Dato’ Zulkiflee Abbas bin Abdul Hamid attended all Finance from 1999 prior to joining AFFINBANK. He currently holds 17 Board Meetings held during the financial year ended directorships in Affin Islamic Bank Berhad, ABB Trustee, EP 31 December 2011.