ANNUAL REPORT 2011 Contents
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ANNUAL REPORT 2011 Contents 003 Board of Directors 004 Profile of The Board of Directors 008 Corporate Information 010 Group Financial Highlights 012 RHB Capital Berhad Group Structure 014 Corporate Governance Statement 037 Statement on Internal Control 041 Group Audit Committee Report 047 Financial Statements 202 Pillar 3 Disclosures 252 Branch Network RHB BANK BERHAD | Annual Report 2011 003 Board of Directors Standing from left to right: Seated from left to right: DATo’ MoHAMED Khadar MERICAN ONG SENG PHEOW TAN SRI AZLAN ZAINOL Independent Non-Executive Director Independent Non-Executive Director Non-Independent Non-Executive Chairman CHOONG TUCK OON DATO’ MOHD ALI MOHD TAHIR Independent Non-Executive Director Independent Non-Executive Director HAJI KHAIRUDDIN AHMAD Senior Independent Non-Executive JOHARI ABDUL MUID ABDUL AZIZ PERU MOHAMED Director Managing Director Independent Non-Executive Director 004 RHB BANK BERHAD | Annual Report 2011 Profile of The Board of Directors TAN SRI AZLAN ZAINOL HAJI KHAIRUDDIN AHMAD (61 years of age – Malaysian) (69 years of age – Malaysian) Non-Independent Non-Executive Chairman Senior Independent Non-Executive Director Tan Sri Azlan Zainol (“Tan Sri Azlan”) is Haji Khairuddin Ahmad (“Haji Khairuddin”) currently the Chief Executive Officer of the began his career in the banking industry Employees Provident Fund Board. He has and was previously with Citibank more than 29 years of experience in the N.A., Southern Bank Berhad, Bank of financial sector, having been appointed as Commerce Berhad and Arab Malaysian the Managing Director of AmBank Berhad Finance Berhad. He attended the Advance and prior to that, as the Managing Director Management Course at Columbia Business of AmFinance Berhad. School in New York, USA. Tan Sri Azlan is a Fellow of the Institute Haji Khairuddin’s other directorship in of Chartered Accountants in England and public companies include RHB Islamic Wales, Member of the Malaysian Institute of Bank Berhad (Chairman). Accountants and Member of the Malaysian Institute of Certified Public Accountants. Haji Khairuddin was appointed as a Director of RHB Bank on 6 September Tan Sri Azlan’s other directorships in public 2001, representing Danamodal Nasional companies include RHB Capital Berhad, RHB Berhad (Danamodal). Haji Khairuddin Investment Bank Berhad, Rashid Hussain was re-designated from Non-Independent Berhad (In Member’s Voluntary Liquidation), Non-Executive Director to Independent Malaysian Resources Corporation Berhad Non-Executive Director on 18 March (Chairman), Jardine Cycle & Carriage Limited 2008, after Danamodal ceased to be a (Singapore), MCL Land Limited (Singapore), substantial Irredeemable Non-Cumulative ASIA Ltd (Singapore) and Commonwealth Convertible Preference Shareholder of RHB Africa Investments Limited. Bank in January 2008. He also serves as the Chairman of Group Risk Management Tan Sri Azlan was appointed as a Director Committee as well as a Member of the and formalised as Chairman of RHB Group Credit Committee. Bank on 27 July 2005 and 29 July 2005, respectively, representing RHB Capital Berhad, the holding company of RHB Bank. RHB BANK BERHAD | Annual Report 2011 005 Profile of The Board of Directors (continued) ONG SENG PHEOW CHOONG TUCK OON (63 years of age – Malaysian) (53 years of age – Malaysian) Independent Non-Executive Director Independent Non-Executive Director Ong Seng Pheow (“Mr Ong”) has over 34 Choong Tuck Oon (“Mr Choong”) was with Mr Choong holds a Bachelor of Science years of audit and accounting experience. Accenture for 23 years until his retirement (First Class) from University of Malaya, a He is a Member of the Malaysian Institute in 2010 as Senior Partner in the Financial Masters of Science from the Asian Institute of Certified Public Accountants (“MICPA”) Services Asia-Pacific practice. Mr Choong of Technology and an Executive Certification and Malaysian Institute of Accountants. He has extensive experience leading business in Directorship from Singapore Institute was a partner of Ernst & Young from 1984 transformation, organisation change, high of Directors and Singapore Management to 2003. His last position in Ernst & Young performance strategy, process excellence, University. was the National Director of Assurance IT transformation and risk management and Advisory Business Services. He also for more than 20 large domestic, regional/ Mr Choong’s other directorship in public served on committees and working groups global financial institutions across companies include RHB Islamic Bank of MICPA. ASEAN and North Asia; including various Berhad. national multi-banks collaborative Mr Ong’s other directorships in public initiatives. He has deep expertise in Mr Choong was appointed as a Director companies include RHB Insurance regional/global expansion including both of RHB Bank on 1 April 2010. He also Berhad, Daiman Development Berhad, in-country and cross-border Mergers and serves as the Chairman of Group IT & LCTH Corporation Berhad, George Kent Acquisitions. He has also experiences Transformation Strategy Committee as well (Malaysia) Berhad and HELP International with Oil & Gas, Telecommunication and as a Member of Group Risk Management Corporation Berhad. Utilities industries. Mr Choong was also Committee, Group Nominating Committee involved in voluntary non-governmental and Group Remuneration and Human Mr Ong was appointed as a Director of organisation (NGO) activities, such as Resource Committee. RHB Bank on 20 November 2006. He also directing a core banking initiative to serves as the Chairman of the Group Audit launch a bank-of-banks for micro-finance Committee as well as a Member of Group institutions across Indonesia for a IT & Transformation Strategy Committee. consortium of international aid agencies and developing a new growth strategy across eleven countries in Asia Pacific for an international conservation fund. Prior to Accenture, Mr Choong was with Petronas for 7 years as a Management Executive. 006 RHB BANK BERHAD | Annual Report 2011 Profile of The Board of Directors (continued) DATO’ MOHD ALI MOHD TAHIR ABDUL AZIZ PERU MOHAMED (59 years of age – Malaysian) (63 years of age – Malaysian) Independent Non-Executive Director Independent Non-Executive Director Dato’ Mohd Ali Mohd Tahir (“Dato’ Ali”) Encik Abdul Aziz Peru Mohamed (“Encik was with HSBC Bank Malaysia Berhad Aziz Peru”) is currently the Chief Executive (“HSBC Bank”) for 36 years until his Officer/Director of as-Salihin Trustee retirement in 2008 as Chief Operating Berhad, a trust company specialized in Officer. He was responsible for the Islamic estate planning. He held various entire banking operations that included Senior Management positions in the processes for core banking products banking industry with almost 30 years and services, property management, accomplished career track spanning from operational risk management, process management of branch network to retail design and development with six sigma banking. He spent most of his working discipline foundation, bank security and years at Malayan Banking Berhad, where procurement. As a career banker, Dato’ Ali his last position was General Manager, has extensive experience in regional and Consumer Banking Division. He was also branch management and has developed formerly the Senior General Manager a core competency in Corporate banking. of AmBank Berhad from 2002 to 2005. During his tenure of service, he led the During the years in the banking industry, strategic bank-wide banking system he was appointed as the Chairman of conversion involving the change of the Rules Committee of Association of Banks entire core operating system and hardware of Malaysia and has held several other from mainframe to server technology. key positions including a Board Member of Mayban Property Trust and Mayban Dato’ Ali acquired his professional banking Trustees Bhd. qualification from Institute of Bankers of United Kingdom and holds a Diploma Encik Aziz Peru attended various training in Investment Analysis from Malaysian programs at the Harvard Business School Association of Productivity of Malaysia. He and Pacific Bankers Rim programs in also attended the ICLIF Global Leadership United States of America. Development Program under the auspices of Bank Negara Malaysia, held in Harvard Encik Aziz Peru’s other directorship in University, Boston and Stanford School of public companies include RHB Investment Management, San Francisco. Bank Berhad. Dato’ Ali’s other directorship in public Encik Aziz Peru was appointed as a companies include RHB Islamic Bank Director of RHB Bank on 7 February 2011. Berhad. He also serves as a Member of the Group Credit Committee. Dato’ Ali was appointed as a Director of RHB Bank on 1 January 2011. Dato’ Ali is also a Member of Group IT & Transformation Strategy Committee and Group Audit Committee. RHB BANK BERHAD | Annual Report 2011 007 Profile of The Board of Directors (continued) DATO’ MOHAMED KHADAR MERICAN JOHARI ABDUL MUID (55 years of age – Malaysian) (54 years of age - Malaysian) Independent Non-Executive Director Managing Director Dato’ Mohamed Khadar Merican (“Dato’ Johari Abdul Muid (“Encik Johari”) has Encik Johari was appointed as a Director Mohamed Khadar”) has had more than 30 more than 30 years of experience in the of RHB Bank on 1 April 2005, representing years of experience in financial and general financial sector. He started his career with RHB Capital Berhad (RHB Capital), the management. He served as an auditor and Asian International Merchant Bankers holding