ANNUAL REPORT
2002
Commerce Asset-Holding Berhad (50841-W) Commerce Asset-Holding Berhad has a With a strategic vision to compete, we are well established presence in the financial forging solid alliances and innovating services industry by building upon solid capabilities throughout the Group to foundations of expertise and sound create new pillars of growth. experience as well as a commitment to move with the times. As we evolve, we will continue to build upon our traditional strengths to move ahead in an increasingly competitive global environment - and achieve new milestones of excellence as a premier regional Group. KEY AWARDS & RECOGNITION IN
Commerce Asset-Holding Berhad Merit Award Kuala Lumpur Stock Exchange Corporate Awards 2002 in the Finance and Closed-End Fund Category.
Commerce Trust Berhad Received in February 2002, the Edge-Lipper Malaysian Unit Trust Award 2001 for its Balanced Returns Fund clinching the Best Performing Fund for Mixed Asset Balanced Sector for 3 year performance.
Commerce Asset Fund Managers Sdn Bhd Awarded in March 2002, Malaysian Institutional Fund Manager Best Communications for the year 2001 by Watson Wyatt Worldwide.
Awarded in February 2003 by EPF for best total realised return fund manager for 2002.
PT Bank Niaga Tbk Recognized as 3rd highest corporate governance rating among 321 public listed companies in Indonesia in November 2002 by the Indonesian Institute for Corporate Governance. 2002/2003
CIMB • Best Local Investment Bank 2002 from Finance Asia
• Best equity deal and best IPO - Maxis from Finance Asia
• Best Domestic Debt House 2002 from Asiamoney
• Best Domestic Equity House 2002 from Asiamoney
• Best Domestic Investment House 2002 from The Asset
• Best Equity House- Malaysia 2002 from Euromoney
• Best M&A House- Malaysia 2002 from Euromoney
• Top Bookrunner of Malaysian Ringgit Bonds by IFR Asia
• Best Corporate Bond Research and Best Fixed Income Sector Research by The Edge
• Best non-listed organisation annual report and best designed annual report from the National Annual Corporate Report Awards
• No. 1 in Asia ex-Japan for M&A House from Thomson Financial COMMERCE ASSET-HOLDING BERHAD (50841-W) 1
contents
2 corporate profile 4 notice of annual general meeting 6 statement accompanying notice of annual general meeting
8 group financial highlights 9 group performance 10 five year group financial highlights 11 group financial charts
12 corporate data 13 group corporate structure 14 board of directors 15 profile of directors
17 profile of directors for major operating units of the Group 22 chairman’s statement 36 risk management
39 statement of corporate governance 42 additional compliance information 43 statement on internal control
45 audit committee 47 financial calendar 48 statement of directors’ responsibility 49 economic outlook
52 the Group that cares 55 human resource transformation project (HRTP) and e-HR: a human resource initiative
56 investor information 58 CAHB Group 2002 calendar of corporate events
65 reports and financial statements 158 shareholders’ statistics 160 properties of the Group 169 the Commerce Group
172 directory 176 directory of BCB branches 186 directory of Bank Niaga branches • proxy form 2 COMMERCE ASSET-HOLDING BERHAD (50841-W)
corporate
CAHB started as a family bank in Kuching, Sarawak in 1924. under the Companies Act, 1965 to take over the businesses On 24 December 1956, it was incorporated as Bian Chiang of the then three existing Indian owned banks in Malaysia. Bank Limited (Bian Chiang) under the Sarawak Companies With effect from 30 June 1991, the commercial banking Ordinance No 38/1956 and is now governed by the Companies business of BCB was transferred to UAB which later changed Act, 1965. its name to Bank of Commerce (M) Berhad (BOC). BCB’s name was changed to Commerce Asset-Holding Berhad (CAHB). In 1975, Fleet Group Sdn Bhd (Fleet Group) purchased 100% of Bian Chiang’s equity in it’s bid for diversification into the On 8 February 1999, CAHB entered into a Share Exchange financial services sector. Agreement with the shareholders of Bank Bumiputra Malaysia Berhad (BBMB) for the acquisition of BBMB. This agreement was Later in 1979, Morgan Guaranty International Finance Corporation completed on 30 August 1999. (MGI), a wholly-owned subsidiary of Morgan Guaranty Trust Company of New York, acquired 30% of the issued share On 24 August 1999, BOC entered into an Asset Acquisition capital of Bian Chiang. In the same year, Bian Chiang’s head Agreement with BBMB. Pursuant to this agreement and the office was transferred from Kuching to Kuala Lumpur and its vesting order granted by the High Court under section 50 (1) name changed to Bank of Commerce Berhad (BCB). of BAFIA, (1) BOC acquired the businesses of BBMB other than BBMB’s Islamic banking businesses, Bumiputra Merchant BCB underwent a further ownership change when MGI sold Bankers Berhad, BBMB Securities Sdn Bhd and the Head Office its entire stake in BCB back to Fleet Group on 30 May 1986. building in Jalan Melaka, Kuala Lumpur and (2) BBMB acquired Subsequently in 1987, Fleet Group sold approximately 20% of the Islamic banking business of BOC. its stake to Pitisan Sdn Bhd. The acquisition and the merger of the businesses took BCB was listed on the Main Board of the KLSE on 3 November effect on 1 October 1999 and BOC changed its name to 1987. Bumiputra-Commerce Bank Berhad. After the merger, BBMB Earlier, in July 1986, BCB included a merchant bank into its changed its name to Bank Muamalat Malaysia Berhad (BMMB). stable when it acquired a 51% equity interest in Pertanian Baring BMMB was later on 17 November 2000 made a 30% associate Sanwa Berhad (PBS). PBS’s name was changed to Commerce of CAHB. International Mechant Bankers Berhad (CIMB) on 10 November CAHB completed the acquisition of 51% of P.T. Bank Niaga from 1986. In January 1988, BCB’s interests expanded into stockbroking the Indonesian Government acting through the Indonesian when CIMB acquired an existing stockbroking firm and renamed Bank Restructuring Agency (IBRA) on 22 November 2002. This it CIMB Securities Sdn Bhd (CIMB Sec). marks the Group’s initial move into regional banking activities. BCB underwent a composite scheme of merger with United In June 2002, CAHB announced its intention to list CIMB. Asian Bank Berhad (UAB) which was successfully completed CIMB Berhad was listed on the Main Board of the KLSE on 8 in 1991. UAB was earlier incorporated on 30 December 1972 January 2003. profile 4 COMMERCE ASSET-HOLDING BERHAD (50841-W) notice of annual general meeting
Notice is hereby given that the Forty Sixth (46th) Annual General Meeting of Commerce Asset-Holding Berhad will be held at Nirwana Ballroom 1, Mutiara Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Wednesday, 30 April 2003 at 10.00 a.m. to transact the following business:-
AGENDA 1. To receive and adopt the Audited Financial Statements for 8. Proposed renewal of the authority for the purchase of own the year ended 31 December 2002 and the Reports of the ordinary shares. Resolution 10 Directors and Auditors thereon. Resolution 1 “That, subject to the Companies Act, 1965 (as may be amended, modified or re-enacted from time to time), 2. To declare a first and final dividend of 4.5 sen less income the Company’s Articles of Association and the requirements tax and 0.5 sen tax exempt for the year ended 31 December of the KLSE and the approvals of all relevant governmental 2002 as recommended by the Directors payable on 30 May and/or regulatory authorities, the Company be and is hereby 2003 to shareholders registered in the Company’s books at authorised to purchase such number of ordinary shares of the close of business on 6 May 2003. Resolution 2 RM1.00 each in the Company as may be determined by the Board of Directors of the Company from time to time through 3. To re-elect the following Directors who retire in accordance the KLSE upon such terms and conditions as the Board of with the Company’s Articles of Association: Directors may deem fit and expedient in the interest of the 3.1 Dato’ Mohd Desa Pachi Resolution 3 Company provided that the aggregate number of ordinary 3.2 Dr Rozali Mohamed Ali Resolution 4 shares purchased and/or held pursuant to this resolution 3.3 En Azizan Mohd Noor Resolution 5 does not exceed ten per centum (10%) of the total issued 3.4 Mr Masayuki Kunishige Resolution 6 and paid-up share capital of the Company at any point in time and an amount not exceeding the total retained profits 4. To approve the payment of Directors’ fees amounting to of approximately RM437.2 million and/or share premium RM60,000 per director per annum in respect of the year account of approximately RM1,695.8 million of the Company ended 31 December 2002. Resolution 7 based on the audited financial statements for the financial year ended 31 December 2002 be allocated by the Company 5. To re-appoint PricewaterhouseCoopers as Auditors of the for the Proposed Shares Buy-Back AND THAT the ordinary Company and to authorise the Board of Directors to fix shares of the Company to be purchased are proposed to be their remuneration. Resolution 8 cancelled and/or retained as treasury shares and subsequently be cancelled, distributed as dividends or re-sold on the KLSE 6. To transact any other ordinary business. AND THAT the Board of Directors of the Company be and are hereby empowered generally to do all acts and things to As special business: give effect to the Proposed Shares Buy-Back AND THAT To consider and if thought fit to pass the following Ordinary such authority shall commence immediately upon passing Resolutions: of this ordinary resolution until: 7. Proposed renewal of the authority for the issue of new i. the conclusion of the next AGM of CAHB in 2004 at ordinary shares. Resolution 9 which time such authority shall lapse unless by ordinary “That pursuant to Section 132D of the Companies Act, resolution passed at that meeting, the authority is renewed, 1965, the Directors be and are hereby authorised to issue either unconditionally or subject to conditions; shares in the Company at any time until the conclusion of the ii. the expiration of the period within which the next AGM next Annual General Meeting and upon such terms and after that date is required by law to be held; or conditions and for such purposes as the Directors may in iii. revoked or varied by ordinary resolution passed by the their absolute discretion deem fit provided that the aggregate shareholders of the Company in a general meeting; number of shares to be issued does not exceed 10 percent whichever is the earlier but not so as to prejudice the of the issued share capital of the Company for the time being, completion of purchase(s) by the Company before the subject always to the approval of all the relevant regulatory aforesaid expiry date and, in any event, in accordance with bodies being obtained for such allotment and issue.” the provisions of the guidelines issued by the KLSE and/or any other relevant authorities.” COMMERCE ASSET-HOLDING BERHAD (50841-W) 5
NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF BOOKS CLOSURE Notice is hereby given that the register of members will be closed from 7 May 2003 to 8 May 2003 (both dates inclusive) to determine shareholders entitlement to the dividend payment. The dividend, if approved will be paid on 30 May 2003 to shareholders whose names appear in the register of members and record of depositors on 6 May 2003.
Further notice is hereby given that a depositor shall qualify for entitlement only in respect of: a. Shares deposited into the depositor’s securities accounts before 12.30 p.m. on 2 May 2003 (in respect of shares which are exempted from mandatory deposit). b. Shares transferred into the depositor’s securities accounts before 4.00 p.m. on 6 May 2003 in respect of ordinary transfer. c. Shares bought on Kuala Lumpur Stock Exchange on a cum entitlement basis according to the rules of the Kuala Lumpur Stock Exchange.
Shareholders are reminded that pursuant to the Securities Industry (Central Depositories) (Amendment) (No. 2) Act, 1998 which came into force on 1 November 1998, all shares not deposited with Malaysian Central Depository Sdn Bhd by 12.30 p.m. on 1 December 1998 and not exempted from mandatory deposit, have been transferred to the Minister of Finance (“MoF”). Accordingly, the payment for such undeposited shares will be paid to MoF.
By Order of the Board
Jamil Hajar Abdul Muttalib Secretary (LS. 000656)
Kuala Lumpur 8 April 2003
NOTES
1. A member of the company entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and vote instead of him.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a corporation either under seal or in some other manner approved by the Directors.
3. All proxy forms should be deposited at the Company’s Registered Office, 12th Floor, Commerce Square, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur not less than forty-eight hours before the time for holding the meeting or any adjournment thereof.
4. For a Form of Proxy executed outside Malaysia, the signature must be attested by a Solicitor, Notary Public, Consul or Magistrate.
5. Explanatory note on special business: Ordinary Resolution 9, if passed, will give the Directors of the Company authority to issue ordinary shares in the Company at any time in their absolute discretion without convening a General Meeting. The authorisation will, unless revoked or varied by the Company at a General Meeting, expire at the next Annual General Meeting. The details on Resolution 10 on the proposed renewal of the authority for the purchase of own ordinary shares is contained in the Circular dated 8 April 2003 which is enclosed together with this Annual Report. 6 COMMERCE ASSET-HOLDING BERHAD (50841-W) statement accompanying notice of annual general meeting Pursuant to Paragraph 8.28 (2) of the Listing Requirements of the Kuala Lumpur Stock Exchange
1. Directors who are standing for re-election at the 46th Annual General Meeting of the Company
The Directors retiring by rotation pursuant to the Articles of Association and seeking re-election are: Dato’ Mohd Desa Pachi Dr Rozali Mohamed Ali
Two new Directors were appointed during the year and both Directors are seeking re-election. They are:
Mr Masayuki Kunishige (Appointed on 24 May 2002)
En Azizan Mohd Noor (Appointed on 6 June 2002)
The details of the four Directors seeking re-election are set out in the Directors’ profile which appear from pages 15 to 16 of the Annual Report.
2. Board meetings held during the financial year ended 31 December 2002
A total of thirteen (13) Board meetings were held during the financial year ended 31 December 2002 in which four (4) were Ordinary Board meetings while nine (9) were Special Board meetings.
Date Hour Location Type
7 January 02 10.00 a.m. 12th Floor Commerce Square Special 31 January 02 1.00 p.m. 12th Floor Commerce Square Ordinary 25 February 02 4.30 p.m. 12th Floor Commerce Square Special 10 April 02 10.00 a.m. 12th Floor Commerce Square Special 30 April 02 10.00 a.m. 12th Floor Commerce Square Ordinary 20 May 02 8.30 a.m. 12th Floor Commerce Square Special 24 May 02 3.00 p.m. 12th Floor Commerce Square Special 10 June 02 3.00 p.m. 12th Floor Commerce Square Special 31 July 02 10.00 a.m. 12th Floor Commerce Square Ordinary 5 September 02 3.00 p.m. 12th Floor Commerce Square Special 9 October 02 9.30 a.m. 12th Floor Commerce Square Special 28 October 02 9.00 a.m. 12th Floor Commerce Square Ordinary 6 November 02 2.30 p.m. 12th Floor Commerce Square Special COMMERCE ASSET-HOLDING BERHAD (50841-W) 7
STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING Pursuant to Paragraph 8.28 (2) of the Listing Requirements of the Kuala Lumpur Stock Exchange
3. Details of attendance at Board Meetings held in the financial year ended 31 December 2002
Name of Number of meetings Percentage of Director attended attendance
Dato’ Mohd Desa Pachi 13/13 100% Dr Rozali Mohamed Ali 13/13 100% Dato’ Anwar Aji 11/13 84% En Mohd Salleh Mahmud 10/13 76.9% Tan Sri Asmat Kamaludin 10/13 76.9% Mr Shuzaburo Eto 2/2 (a) 100% Mr Masayuki Kunishige 5/6 (b) 83.3% En Azizan Mohd Noor 6/6 (b) 100%
(a) Mr Shuzaburo Eto attended both Board Meetings prior to his resignation on 6 February 2002 (b) Mr Masayuki Kunishige attended five out of the six Board Meetings since his appointment on 24 May 2002. En Azizan Mohd Noor attended all six of the Board Meetings held since his appointment on 6 June 2002. 8 COMMERCE ASSET-HOLDING BERHAD (50841-W)
group financial highlights for the financial year ended 31 December 2002
Changes 2002 2001 2002 2001
Income statement and balance sheet RM’000 RM’000 % % Net interest income 2,079,091 1,860,978 11.72 0.04 Net income 2,015,535 1,753,689 14.93 (10.94) Operating profit before provisions 1,560,671 1,509,027 3.40 12.72 Loan loss and provisions 809,282 952,367 (15.02) 87.55 Profit before taxation and zakat 747,575 515,568 45.00 (37.89) Profit after taxation and minority interest 558,478 342,097 63.25 (34.02) Gross dividends 128,367 76,553 67.68 8.77 Loans and advances 48,771,610 42,214,908 15.53 8.80 Total assets 91,185,749 74,370,323 22.61 3.36 Deposits from customers 60,756,722 46,878,228 29.61 1.64 Total liabilities 83,934,641 68,503,304 22.53 3.23 Shareholders’ funds 6,888,225 5,555,865 23.98 3.85 Commitments and contingencies 104,204,597 69,875,588 49.13 58.93
Ratios % % % % Core capital ratio 10.53 9.92 6.15 (0.80) Risk-weighted capital ratio 12.38 12.39 (0.08) (2.57) Return on equity 8.11 6.16 31.66 (36.43) Return on total assets 0.61 0.46 32.61 (36.11) Cost to income ratio 45.26 45.59 (0.72) (1.49) Cost to total assets 1.40 1.68 (16.67) 5.66 Gross NPL to gross loans 10.25 10.27 (0.19) 36.75 Net NPL to net loans (net of SP and IIS) 6.10 6.75 (9.63) 41.81 Coverage ratio [(GP + SP + IIS)/gross NPL] 58.85 52.21 12.72 (12.82) Loan deposit ratio 80.27 90.05 (10.86) 7.04 Equity to assets 7.55 7.47 1.07 0.40 Equity to loans 14.12 13.16 7.29 (4.57)
Other information Earnings per share (Sen) – Basic 21.91 13.89* 57.74 (34.01) – Fully diluted 21.91 13.89* 57.74 (34.01) Net tangible assets per share (RM) 2.55 2.20* 15.91 3.29 Gross dividend per share (Sen) 5.00 6.00 (16.67) – Number of shares in issue (‘000) 2,586,290 1,184,647 >100 0.11 Weighted average number of shares in issue (‘000) 2,548,609 2,462,172* 3.51 (0.03) Share price at year-end (RM) 3.24 7.40 (56.22) (9.20) Number of employees 13,887 10,362 34.02 (14.16)
* After adjusting for 1 for 1 bonus issue issued during the financial year ended 31 December 2002. COMMERCE ASSET-HOLDING BERHAD (50841-W) 9
group performance
4.3 2.5 Housing Consumption credit
6.7 Manufacturing Finance, insurance & 16.7 3.2 business services
Others 7.1 Real estate
2.7 18.5 General commerce Purchase of transport 5.6 vehicles Construction 5.3 Agriculture 7.5 13.6 Transport, storage and communication 6.3 Electricity, gas and water Loans by sector (%) Purchase of securities
79.6
74.3 45.3
23.4
Investment holding and others
12.7 13.1 Offshore banking
Finance
10.0 9.4 8.8 5.5
5.7 Merchant banking 5.3 4.6 2.2 0.1 Commercial banking Operating revenue Assets employed Profit before tax (%) (%) (%) 10 COMMERCE ASSET-HOLDING BERHAD (50841-W) five year group financial highlights
2002 2001 2000 1999 1998
1. Income (RM’000) (i) Profit before taxation and zakat 747,575 515,568 830,032 445,561 102,455 (ii) Net profit after taxation and minority interests 558,478 342,097 518,453 386,035 79,849
2. Balance Sheet (RM’000) Assets (i) Total assets excluding contra 91,185,749# 74,370,323# 71,951,185# 68,034,807 24,417,055 (ii) Total assets including contra * 98,311,175# 81,641,604# 78,842,700# 76,663,039 28,718,201 (iii) Loans and advances 48,771,610# 42,214,908# 38,800,603# 32,437,523 15,108,854
Liabilities and Shareholders’ Funds (i) Total deposits 69,068,298 55,109,043 53,732,092 51,739,586 17,995,822 (ii) Paid-up capital 2,586,290 1,184,647 1,183,312 1,159,136 779,847 (iii) Total shareholders’ funds 6,888,225 5,555,865 5,350,141 4,764,881 3,251,031
3. Per share (RM) (i) Profit before taxation and zakat 0.29 0.21^ 0.34^ 0.20^ 0.05^ (ii) Net profit after taxation and minority interests 0.22 0.14^ 0.21^ 0.18^ 0.04^ (iii) Net tangible asset 2.55 2.20^ 2.13^ 2.12^ 1.56^ (iv) Gross dividend 0.05 0.06 0.06 0.06 0.05
4. Financial Ratios (%) (i) Return on paid-up capital 21.91 13.89^ 21.05^ 17.60^ 3.86^ (ii) Return on shareholders’ funds 8.11 6.16 9.69 8.10 2.46
# Based on new accounting Based on new classification * Including credit Based on the weighted average number treatment for loans sold by “BNM/GP8” guidelines. equivalent. of 2,548,608,777 (2001: 2,462,172,126) to Cagamas with Recourse ordinary share of RM1.00 each in issue during by BNM. the financial year ended 31 December 2002.
^ Adjusted for 1:1 bonus issue issued during the financial year ended 31 December 2002. COMMERCE ASSET-HOLDING BERHAD (50841-W) 11
group financial charts
91,186
830 48,772
748 74,370 71,951 42,215 68,035 38,801
32,438 516
446
24,417 15,109
102
'98 '99 '00 '01 '02 '98 '99 '00 '01 '02 '98 '99 '00 '01 '02 Profit before tax Total assets Loans and advances (RM million) (RM million) (RM million)
21.91 69,068 6,888 21.05
17.60 55,109 5,556 53,732 5,350 51,740
4,765 13.89
3,251
17,996
3.86
'98 '99 '00 '01 '02 '98 '99 '00 '01 '02 '98 '99 '00 '01 '02 Return on paid-up capital Total deposits Shareholders’ funds (%) (RM million) (RM million) 12 COMMERCE ASSET-HOLDING BERHAD (50841-W) corporate data
Kumpulan Wang Amanah Pencen 10% Fleet Group Sdn Bhd (Renong Bhd) Public 11% 36%
UFJ Bank Ltd 4% MAJOR SHAREHOLDERS as at 12 March 2003
Employees Provident Fund Board 18%
Khazanah Nasional Minister of Berhad Finance Inc. 13% 8%
BOARD OF DIRECTORS CHIEF OPERATING OFFICER REGISTRARS Dato’ Mohd Desa Pachi Mohd Shukri Hussin Tenaga Koperat Sdn Bhd Chairman Tingkat 20, Plaza Permata Jalan Kampar COMPANY SECRETARY Dr. Rozali Mohamed Ali Off Jalan Tun Razak Jamil Hajar Abdul Muttalib 50400 Kuala Lumpur Dato’ Anwar Aji (LS. 000656) Tel: 03-4041 6522 Fax: 03-4042 6352 Shuzaburo Eto AUDITORS (Resigned on 6 February 2002) PricewaterhouseCoopers STOCK EXCHANGE LISTING Mohd Salleh Mahmud 11th Floor, Wisma Sime Darby Kuala Lumpur Stock Exchange Jalan Raja Laut Listed on Main Board on Tan Sri Datuk Asmat Kamaludin 50350 Kuala Lumpur 3 November 1987 Tel: 03-2693 1077 Fax: 03-2693 0997 Masayuki Kunishige REGISTERED OFFICE (Appointed on 24 May 2002) Tingkat 12, Commerce Square Azizan Mohd Noor Jalan Semantan Damansara Heights (Appointed on 6 June 2002) 50490 Kuala Lumpur Tel: 03-2093 5333 Fax: 03-2093 3335 www.commerz.com.my COMMERCE ASSET-HOLDING BERHAD (50841-W) 13
group corporate structure as at 12 March 2003
Commerce Asset-Holding Berhad
Bumiputra-Commerce Bank Berhad CIMB Berhad AMAL Assurance Berhad EPIC-I Sdn Bhd Commerce Asset Ventures Sdn Bhd Bumiputra-Commerce Factoring Berhad Commerce Asset Fund Managers Sdn Bhd Bumiputra-Commerce Leasing Berhad Commerce Trust Berhad Bumiputra-Commerce Trustee Berhad Commerce Asset Realty Sdn Bhd BBMB Unit Trust Management Berhad Commerce Asset Nominees Sdn Bhd Bumiputra-Commerce Bank (L) Ltd Bumiputra-Commerce International Trust (Labuan) Berhad PT Bank Niaga Tbk (Indonesia) Bumiputra-Commerce Finance Berhad Bank Muamalat Malaysia Berhad (Associate company) Bumiputra-Commerce Nominees Sdn Bhd Rangkaian Segar Sdn Bhd (Associate company) Bumiputra-Commerce Nominees (Tempatan) Sdn Bhd Bumiputra-Commerce Nominees (Asing) Sdn Bhd Semerak Services Sdn Bhd BOC Nominees Sdn Bhd BOC Nominees (Asing) Sdn Bhd BOC Nominees (Tempatan) Sdn Bhd
Niaga Finance Company Limited BBMB Securities (Holdings) Sdn Bhd PT Niaga Aset Manajemen South East Asian Bank Ltd (Mauritius) PT Niaga Sekuritas PT Saseka Gelora Finance PT Niaga International Factors Niaga Remittance Limited Commerce International Merchant Bankers Berhad CIMB Discount House Berhad CIMB (Labuan) Limited CIMB Futures Sdn Bhd CIMB Nominees (Tempatan) Sdn Bhd CIMB Nominees (Asing) Sdn Bhd CAV Private Equity Management Sdn Bhd Malaysian Issuing House Sdn Bhd (Associate company) Banyan Ventures Sdn Bhd (Associate company) Navis-CIMB General Partner Limited (Associate company) CIMB Holdings Sdn Bhd CIMB Securities (Hong Kong) Limited CIMB Securities Sdn Bhd • CIMSEC Nominees Sdn Bhd • CIMSEC Nominees (Asing) Sdn Bhd • CIMSEC Nominees (Tempatan) Sdn Bhd • CIMB ShareTech Sdn Bhd • Sharetech Nominees (Asing) Sdn Bhd • Sharetech Nominees (Tempatan) Sdn Bhd • Halyconia Asia Fund Limited 14 COMMERCE ASSET-HOLDING BERHAD (50841-W)
board of directors
Dato’ Mohd Desa Pachi Dr Rozali Mohamed Ali Chairman Director
Dato’ Anwar Aji Mohd Salleh Mahmud Tan Sri Datuk Asmat Kamaludin Director Director Director
Masayuki Kunishige Azizan Mohd Noor Jamil Hajar Abdul Muttalib Director Director Company Secretary COMMERCE ASSET-HOLDING BERHAD (50841-W) 15
profile of directors
Dato’ Mohd Desa Pachi Chairman Aged 69, Dato’ Mohd Desa was appointed to the Board of CAHB on 3 September 1982. He is also the Chairman of the Nomination and Remuneration Committee. Dato’ Mohd Desa has been identified as the Senior Independent Non-Executive Director to whom concerns can be conveyed. Dato’ Mohd Desa attended all of the 13 Board Meetings held during the year ended 31 December 2002. He is a Chartered Accountant by profession and is a Fellow of the Institute of Chartered Accountants in Australia. He joined Shell Group of Companies in 1962 and served in various capacities in the Finance Administration. From 1970 to 1976, he was in public practice as a Chartered Accountant and was a partner of Desa Megat & Co and KPMG Peat Marwick. Subsequently, he was appointed as the first CEO of Permodalan Nasional Berhad (PNB) and later served as Chairman/CEO of Malaysia Mining Corporation Bhd, Executive Chairman of Fleet Group Sdn Bhd, Chairman/MD of The New Straits Times Press (Malaysia) Berhad and Chairman of Sistem Televisyen Malaysia Berhad (TV3). He sits on the Board of several private companies and the following public companies:- Lay Hong Berhad, YA Horng Electronic (M) Berhad, Petaling Garden Berhad, Leader Steel Holdings Berhad (Chairman), Landmarks Berhad, Saujana Consolidated Berhad, Xian Leng Holdings Berhad (Chairman), Amanah Saham Nasional Berhad, Perbadanan Nasional Berhad (Chairman) and Tracoma Holdings Berhad (Chairman).
Dr Rozali Mohamed Ali Aged 54, Dr Rozali was appointed as a Director of the Company on 6 July 1993. He is also presently the Managing Director/Chief Executive Officer of Bumiputra-Commerce Bank Berhad, Chairman of CIMB Berhad and a member of the Board of Directors of Bumiputra-Commerce Finance Berhad. He was appointed as President-Commissioner of P.T Bank Niaga Tbk in November 2002. Dr Rozali graduated from Brighton Polytechnic in the United Kingdom in Mechanical Engineering in 1970. He also holds MSc and Ph.D degrees from the Imperial College of Science and Technology in London. Prior to joining Commerce Asset-Holding Berhad, Dr Rozali was the Assistant Director-General at the Institute of Strategic and International Studies (ISIS) Malaysia from 1990-1995 – heading the Bureau of Science, Technology, Energy, Natural Resources and the Environment. He was also the Executive Director of the ISIS centre for Environmental Studies. From 1970-1990 he held various engineering positions with the National Electricity Board, Malaysia. During this period, he also served as Secretary to the Malaysian National Committee of the World Energy Council and the International Commission on Large Dams. Dr Rozali is currently the Chairman of the Association of Banks in Malaysia and a member of the Malaysian Energy Commission. He is also a Director of Credit Guarantee Corporation Berhad, Cagamas Berhad, and MIDA, and a member of the Board of Trustees of WWF Malaysia. Dr Rozali attended all of the 13 Board Meetings held during the year ended 31 December 2002.
Dato’ Anwar Aji Aged, 52, Dato’ Anwar was appointed as a Non-Independent Non-Executive Director of the Company on 1 June, 1999. He graduated from University of Malaya with Honours in Economics in 1973 and obtained his Masters in International Studies from Ohio University, USA in 1982. He started his career in the Ministry of Trade and Industry and had held various positions in Ministry of Finance, the Foreign Investment Committee and the Petroleum Development division with Prime Minister’s Department. He joined Khazanah Nasional Bhd in 1994 and is currently the Chief Operating Officer of the Company. Dato’ Anwar is Chairman/Director of Faber Group Bhd, BBMB Securities Sdn Bhd, Inter Heritage (M) Sdn Bhd and Valuecap Sdn Bhd. He also sits on the Board of the following public companies, Syarikat Prasarana Negara Berhad and United Engineers (Malaysia) Bhd. He also sits on the Board of STLR Sdn Bhd, SistemTransit Aliran Ringan Sdn Bhd, Prolink Development Sdn Bhd, Syarikat Danasaham Sdn Bhd, Bakun Hydro-Electric Corporation Sdn Bhd and Malaysian Technology Development Corporation Sdn Bhd. Dato’ Anwar is a member of the Nomination and Remuneration Committee. He attended 11 out of the 13 Board Meetings held during the year ended 31 December 2002. 16 COMMERCE ASSET-HOLDING BERHAD (50841-W)
PROFILE OF DIRECTORS
Mr Masayuki Kunishige Aged 47, Mr Kunishige was appointed as a Non-Independent Non-Executive Director of the Company on 24 May, 2002. He graduated from Kyoto University in March 1978 in Faculty of Economics. He started his career in Kyoto Branch of Sanwa Bank (now known as UFJ Bank Limited) in April, 1978 and has held senior positions in the International Credit Administration Department, London Branch, Sanwa Bank California, International Department and domestic branches. From July 2000 to February 2002, he was an Executive Adviser of Bumiputra-Commerce Bank Berhad. Subsequently in May 2002, he joined the Board of Bumiputra-Commerce Bank Berhad. Presently, he is the General Manager of UFJ Bank Limited. Mr Kunishige attended 5 out of the 6 Board Meetings held since his appointment on 24 May 2002.
En Mohd Salleh Mahmud Aged 51, Encik Mohd Salleh was appointed as a Non-Independent Non-Executive Director of the Company on 27 February, 2001. He graduated from University of Malaya with Honours in Accounting in 1976 and obtained his Masters in Business Administration in 1991. He started his career in 1976 in the Foreign Investment Committee, Economic Planning Unit, Prime Minister’s Department and was made the Chief Accountant of Pension Division, Public Services Department in 1991. He held his current post as Deputy Accountant General in the Accountant General’s Department, Ministry of Finance since 1996. Currently, Encik Mohd Salleh sits on the Board of Syarikat Ladang Rakyat Trengganu Sdn Bhd and is on the Board of Commissioners of PT Bank Niaga. En Mohd Salleh is a member of the Audit Committee. En Mohd Salleh attended 10 out of the 13 Board Meetings held during the year ended 31 December 2002.
Tan Sri Datuk Asmat Kamaludin Tan Sri Asmat Kamaludin, aged 58 was appointed as an Independent Non-Executive Director of the Company on 14 June 2001. He had graduated from University of Malaya with a BA Hons in Economics. Tan Sri Asmat had served in the Malaysian Civil Service in the Ministry of Trade and Industry (now known as The Ministry of International Trade and Industry) since 1966 for approximately 35 years. Tan Sri Asmat had served for 3 years in Brussels as Senior Economic Counselor to the European Community. Tan Sri Asmat’s last appointment until retirement on 18 January 2001, was as Secretary General of the Ministry of International Trade and Industry, a position he held since May 1992. Tan Sri Asmat had also served on the boards of various companies as MITI’s representative, including HICOM, Malaysia Technology Development Corporation, PNB, PUNB, National Productivity Corporation, MARTRADE, SMIDEC and Perbadanan Johor. Tan Sri Asmat had also served in committees of different international organizations such as APEC, ASEAN and WTO. Tan Sri Asmat is Chairman of UMW Holdings Berhad, Matsushita Electric Company (Malaysia) Berhad and Symphony House Berhad. He also sits on the board of the following public companies:- Malaysian Pacific Industries Berhad, Carlsberg Brewery Berhad, Shangri-La Hotels Malaysia Berhad, Lion Land Berhad, YTL Cement Berhad (as Vice Chairman) and Permodalan Nasional Berhad. Tan Sri Asmat is the Chairman of the Audit Committee and is a member of the Nomination and Remuneration Committee. Tan Sri Asmat attended 10 out of the 13 Board Meetings held during the year ended 31 December 2002.
En Azizan Mohd Noor En Azizan Mohd Noor, aged 62 was appointed as an Independent Non-Executive Director of the Company on 6 June, 2002. He graduated from the Institute of Chartered Accountants in England & Wales (ICAEW) in 1973 and is now a Fellow member of the ICAEW. He is also a member of the Malaysian Institute of Accountants (MIA) and the Malaysian Institute of Certified Public Accountants (MICPA). He has had over 30 years of working experience in audit and accounting at various Senior, Managerial and Partner levels. Besides audit and accounting, other work experience include corporate planning and restructuring, company floatations, share valuations, takeovers and mergers and systems appraisal including Information Systems. Currently, En Azizan Mohd Noor is the Chairman of AMN Consult Sdn Bhd and a director of several other private companies. He also sits on the Board of Malakoff Berhad, Bumiputra-Commerce Finance Berhad and AMAL Assurance Berhad. En Azizan is a member of the Audit Committee. He attended all 6 of the Board Meetings held since his appointment to the Board on 6 June 2002.
None of the Directors has – Any family relationship with any Director and/or major shareholder of CAHB. – Any conflict of interest with CAHB. – Any conviction for offences within the past 10 years other than traffic offences. Mr Masayuki Kunishige is Japanese while all of the other Directors are Malaysians. COMMERCE ASSET-HOLDING BERHAD (50841-W) 17
profile of directors for major operating units of the Group
BUMIPUTRA-COMMERCE BANK BERHAD
Tan Sri Radin Soenarno A-Haj Chairman Aged 70, Tan Sri Radin has been an Independent Non-Executive Chairman of the Bank since June 1987. Tan Sri Radin holds a Masters degree in Public and International Affairs in Development Economics and Agricultural Economics from University of Pittsburgh, USA and a B.A (Hons) Degree from University of Malaya. He was appointed as Director-General of the Economic Planning Unit, Prime Minister’s Department in 1984, a position which he held till his retirement from the civil service in 1987. He has extensive experience in District, State and Ministry level administration, specialising in development planning, involving data collecting, processing and project implementation. He was involved in the implementation phase of the Privatisation Policy and chaired the Cabinet appointed National Committee on Privatisation and steered through the privatisation of numerous projects. He is also Chairman of Bumiputra-Commerce Bank (L) Limited, a subsidiary of the Bank and holds directorships in several private limited companies.
Dr Rozali Mohamed Ali Managing Director/Chief Executive Officer (As per Commerce Asset-Holding Berhad’s Profile of Directors)
Tan Sri G. K. Rama Iyer Aged 70, Tan Sri G. K. Rama Iyer has been an Independent Non-Executive Director of the Bank since June 1987. During his 30 years’ career in the civil service, he had been the Secretary General of the Ministry of General Planning and Social Economic Research, the Ministry of Works and Utilities and the Ministry of Primary Industries. Tan Sri Rama holds a Masters degree in Public Administration from Harvard University, USA, and BA (Econs) degree from the University of Malaya (Singapore). He has also completed the Advanced Management Programme course at Harvard Business School. Tan Sri Rama is also a Director of Bumiputra-Commerce Bank (L) Limited and YTR Harta Sdn Bhd.
Tan Sri Dato’ Ernest Zulliger Aged 70, Tan Sri Dato’ Ernest Zulliger has been an Independent Non-Executive Director of the Bank since September 1993. He has wide experience heading a reputable multinational consumer products group of companies. He has spent thirty-seven years with Nestle in Mexico, Ecuador and Chile and as Managing Director in Malaysia for a total of ten years. He studied Commerce and Business Administration in Switzerland and attended International Management School (IMD) in Lausanne, Switzerland. Tan Sri Dato’ Ernest Zulliger is also a director of Nestle (M) Bhd and a member of private companies. From 1989 to 1992 he was President of the Malaysian International Chamber of Commerce and Industry, Vice President of The National Chamber of Commerce and Industry Malaysia and Council Member of MIDA. In March, 1999 he held the post of Chairman of the Swiss-Malaysian Business Association for a period of three years.
En Azmi Abdullah Aged 52, Encik Azmi was appointed a Director in January 2001. He is presently an Executive Director of the Bank. He graduated with a BA (Economics)(Hons). Degree from Universiti Kebangsaan Malaysia (UKM) in 1974. He joined the former Bank of Commerce Berhad in June 1979 and has served the Bank for 23 years, having been vastly exposed in all areas of banking. He is presently a Director on the Boards of Bank Muamalat Malaysia Bhd, Commerce Technology Ventures Sdn Bhd and Commerce Volantia Sdn Bhd. He is also a Director of Bumiputra-Commerce Leasing Bhd, Bumiputra-Commerce Factoring Bhd and EPIC-I Sdn Bhd, subsidiary companies of the Bank. In addition, he serves as a Director on the Boards of ERF Sdn Bhd and UKM. He is also a Council Member of Hospital UKM, Malaysia, a member of Permanent Committee to represent Malaysia on Education Committee for Asean Banking Council and a representative for the Association of Banks in Malaysia on the Franchise Advisory Board with Ministry of Entrepreneur Development. 18 COMMERCE ASSET-HOLDING BERHAD (50841-W)
PROFILE OF DIRECTORS FOR MAJOR OPERATING UNITS OF THE GROUP
BUMIPUTRA-COMMERCE BANK BERHAD
Dato’ Halim Muhamat Aged 55, Dato’ Halim was appointed a Director in November, 1999. He is presently the Executive Director/Chief Operating Officer of the Bank. He joined the International Banking Division of the former Bank Bumiputra Malaysia (BBMB) in November 1967. Since 1967, he has held various positions at the branches of BBMB, including senior positions in the Los Angeles Agency of BBMB, Systems Division, Branch Operations, Branch Performance, Consumer, Commercial and other Divisions in Head Office. In July 1998, he was appointed as Chief Operating Officer of BBMB. Dato’ Halim sits as a Director on the Boards of the subsidiary companies of the Bank, namely Bumiputra-Commerce Finance Berhad, Bumiputra-Commerce Leasing Berhad, Bumiputra-Commerce International Trust (Labuan) Bhd and EPIC-I Sdn Bhd. He is also a Director of the subsidiary companies of Commerce Asset-Holding Berhad, including AMAL Assurance Berhad, CIMB Berhad and Commerce Volantia Sdn Bhd. In addition, Dato’ Halim is a Board member of Malaysian Electronic Payment System(1997) Sdn Bhd, Labuan Reinsurance (L) Ltd and Financial Park (Labuan) Sdn Bhd. Dato’ Halim is a member of the Board of Commissioners of PT Bank Niaga.
Dato’ Dr Zawawi Ismail Aged 57, Dato’ Dr Zawawi joined the Board as an Independent Non-Executive Director on 9 October, 2001. Dato’ Dr Zawawi gained both his degree and doctorate in Electronic Engineering from the University of Leeds, England. In 1996 he was awarded the honorary degree of Doctor of Engineering by University of Leeds. A professional engineer and consultant, he is a Member of the Institute of Engineers Malaysia, an honorary Fellow of the Institute of Physics Malaysia and a foundation Fellow of the Academy of Sciences Malaysia. Dato’ Dr Zawawi is also a member of both the National Information Technology Council (NITC) and National Aerospace Council (NAC). He was the founding Vice-Chancellor of University Malaysia Sarawak (Unimas), a position he held until December 2000. Other previous appointments include Deputy Director-General of Mimos and Deputy Vice-Chancellor of Universiti Kebangsaan Malaysia. He is currently Chairman of EPIC-I Sdn Bhd and a Director of Bumiputra-Commerce Finance Berhad, subsidiary companies of the Bank and a Director of Commerce Asset Ventures Sdn Bhd, subsidiary company of Commerce Asset-Holding Berhad. Dato’ Dr Zawawi also sits on the Boards of a number of companies including Mesiniaga Berhad.
Dato’ Robert Lim Git Hooi Aged 64, Dato’ Robert Lim, joined the Board as an Independent Non-Executive Director on 15 January, 2002. Dato’ Robert Lim, is a Chartered Accountant. He was a practicing accountant until he retired from the profession in 31 December, 1996. Dato’ Robert Lim started his career in the accounting profession as an articled clerk with DCA Robertson & Co., Perth in July 1960. He later joined Bell, Frost & Aitken, Perth and qualified as a Chartered Accountant before returning to Malaysia in 1966 to join Turquand Young & Company, Kuala Lumpur/Ipoh as an audit assistant. He worked his way up to the senior auditor level and left the Company at the end of 1970. In 1971 he set up his own accounting practice, Robert Lim & Company, which later expanded to Lim Ali & Company and became affiliated to Arthur Young and Company. When Arthur Young and Ernst & Whinney merged to form Ernst & Young in 1990, Dato’ Robert Lim became the Partner-in-charge of the combined Ipoh practice. He retired as a Partner of the firm in December, 1996. Dato’ Robert Lim has over 30 years of professional experience in all aspects of the accounting profession including auditing, accounting, company secretarial and tax matters, receivership and liquidations and corporate planning and services. His special areas of competence include management studies and loan project reporting, corporate turnaround, receivership and liquidations and design and installation of accounting systems and internal controls. Dato’ Robert Lim is a Director of Gopeng Berhad, Choo Bee Metal Industries Berhad, Seloga Holdings Berhad and Kar Sin Berhad.
Mr Masayuki Kunishige (As per Commerce Asset-Holding Berhad’s Profile of Directors) COMMERCE ASSET-HOLDING BERHAD (50841-W) 19
PROFILE OF DIRECTORS FOR MAJOR OPERATING UNITS OF THE GROUP
CIMB BERHAD
Dr Rozali Mohamed Ali Chairman (As per Commerce Asset-Holding Berhad’s Profile of Directors)
Mr Cheim Dau Meng Aged 51, was appointed a Director of CIMB Berhad on 11 June 2002, and a Director of Commerce International Merchant Bankers Berhad (CIMB) since 1992. He is presently Executive Director of CIMB and Chairman of CIMB’s subsidiaries, CIMB Securities Sdn. Bhd. and CIMB Futures Sdn. Bhd. He joined CIMB in 1984 as Head of Corporate Finance, has held the position of General Manager, and was Chief Executive from 1993 to 1999. Prior to joining CIMB, he served in various capacities with the former United Asian Bank Berhad (now known as Bumiputra-Commerce Bank Berhad) between 1977 to 1984, holding the positions of Operations Manager, Audit Manager, Branch Manager and Senior Manager of the Planning and Accounts division. He has also worked in several accounting firms in London. Robert is a Fellow of the Institute of Chartered Accountants of England and Wales and a member of the Malaysian Institute of Accountants.
Dato’ Hamzah Bakar Aged 58, was appointed a Director of CIMB Berhad on 28 November 2002, and has been a Director of Commerce International Merchant Bankers Berhad (CIMB) since 26 September 2000. Presently, Dato’ Hamzah is Chairman of Sapura Energy Sdn. Bhd. He served for 20 years in various senior management and board position in Petroliam Nasional Berhad (Petronas), including Special Advisor to the President of Petronas, Senior Vice President for Refining and Marketing, Senior Vice President for Corporate Planning & Development and Main Board Director. Prior to Petronas, Dato’ Hamzah was a Director of the Economic Planning Unit (EPU) in the Prime Minister’s Department. Dato’ Hamzah holds a BSc (Hons) in Economics from the Queen’s University of Belfast and an MA in Public Policy and Administration, with Development Economics, from the University of Wisconsin. Dato’ Hamzah is a member of the Board of Commissioners of PT Bank Niaga.
En Mohamed Nazir Abdul Razak Aged 36, was appointed a Director of CIMB Berhad on 11 June 2002 and a Director of Commerce International Merchant Bankers Berhad (CIMB) since 1996. En Nazir is presently the Managing Director and Chief Executive of CIMB and has been with the Group since 1989. He has substantial experience in corporate finance and stockbroking having previously held the positions of Head of CIMB’s Privatisation Unit and Executive Director of CIMB Securities Sdn. Bhd. He is a Director of various CIMB Group companies, as well as MESDAQ Berhad where he was Chairman of the MESDAQ Industry Action Committee to set up the stock exchange. He has been a member of the Advisory Panel for the Banking Master Plan and the Brains Trust for the k-economy. En Nazir holds a BSc (Hons) from Bristol University and M. Phil from Cambridge University.
Dato’ Halim @ Ahmad Muhamat (As per Bumiputra-Commerce Bank Berhad’s Profile of Directors)
En Charon Wardini Mokhzani Aged 38, was appointed a Director of CIMB Berhad on 28 November 2002. En Charon is presently a partner of Zaid Ibrahim & Co., where he is a member of the Leadership Team and advises on corporate, securities and finance law matters. Prior to joining Zaid Ibrahim & Co., he was a Corporate Finance Manager at Rashid Hussain Securities Sdn. Bhd. En Charon read Philosophy, Politics and Economics at Balliol College, University of Oxford and Law at the School of Oriental and African Studies, University of London. En Charon is an advocate and solicitor and is a barrister of the Middle Temple (non-practising). 20 COMMERCE ASSET-HOLDING BERHAD (50841-W)
PROFILE OF DIRECTORS FOR MAJOR OPERATING UNITS OF THE GROUP
BOARD OF COMMISSIONERS OF PT BANK NIAGA TBK
Dr Rozali Mohamed Ali President Commissioner since November 25, 2002 (As per Commerce Asset-Holding Berhad’s Profile of Directors)
Gunarni Soeworo • Vice President Commissioner of PT Bank Niaga Tbk, since June 29, 2000 - present • Member of the Supervisory of PT Bank Niaga Tbk, May 1999 - June 29, 2000 • Vice President Commissioner of PT Bank Niaga Tbk, March 1999 - May 1999 • President Director of PT Bank Niaga Tbk, June 1994 - March 1999 • Marketing Director of PT Bank Niaga Tbk, 1988 - June 1994 • Marketing & Credit Group Head of PT Bank Niaga Tbk, 1987 - 1988 • Citibank NA, Jakarta, 1970 - 1987 • P.T. Unilever, Jakarta, 1968 - 1970
Other positions held: • Chairman of National Private Bank Association (Perbanas), September 1998 - 2003 (2 Periods) • Member of Oversight Committee of Indonesian Bank Restructuring Agency (IBRA), August 7, 2000 - present • Chairman Banking Compartement of Kadin Indonesia, 2000 - present • Vice Chairman of National Committee for Corporate Governance Policy, 2000 - present • Member of National Board of Indonesian Banker Institute (IBI), 1999 - present
Datuk Hamzah Bakar Commissioner since November 25 2002 (As per CIMB Berhad’s Profile of Directors)
Sigid Moerkardjono • Commissioner of PT Bank Niaga Tbk, since June 29, 2000 - present • Compliance Director of PT Bank Niaga Tbk, March 1999 - June 2000 • Comptroller PT Bank Niaga Tbk, February 1999 - March 1999 • East Java Area Manager, PT Bank Niaga Tbk, July 1994 - February 1999 • Credit Policy & Administration Group Head and Special Asset Management Group Head, PT Bank Niaga Tbk, Jakarta, June 1993 - June 1994 • Sumatera Area Manager, PT Bank Niaga Tbk, Medan, July 1990 - January 1993 • Branch Manager of PT Bank Niaga Tbk, Semarang, May 1989 - July 1990 • Credit Compliance & Support Jakarta Area, PT Bank Niaga Tbk, January 1989 - May 1989 • Vice Comptroller of PT Bank Niaga Tbk, August 1985 - December 1988 • Credit Inspector Head of PT Bank Niaga Tbk, June 1983 - August 1985 • Credit Administration Division Head of PT Bank Niaga Tbk, Jakarta, March 1981 - June 1983 • Operation & Service Department Head and Credit Department Head, PT Bank Niaga Tbk, Yogyakarta, February 1979 - March 1981 COMMERCE ASSET-HOLDING BERHAD (50841-W) 21
PROFILE OF DIRECTORS FOR MAJOR OPERATING UNITS OF THE GROUP
BOARD OF COMMISSIONERS OF PT BANK NIAGA TBK
Dato’ Halim Muhammat Commissioner since November 25, 2002 (As per Bumiputra-Commerce Bank Berhad’s Profile of Directors)
En Mohammad Syahrial • Commissioner of PT Bank Niaga Tbk, since November 25, 2002 - present • Deputy Chairman of Asset Management Credit, Indonesian Bank Restructuring Agency (IBRA), since May 2002 - present • Senior Vice President (Asset Disposal), Indonesian Bank Restructuring Agency (IBRA), May 2001 - April 2002 • Vice President (LWO), Indonesian Bank Restructuring Agency (IBRA), April 2000 - May 2001 • Assistant Vice President (LWO), Indonesian Bank Restructuring Agency (IBRA), June 1999 - April 2000 • Commissioner of PT Bank Permata Tbk formerly known as PT Bank Bali Tbk, May 2002 - October 2002 • Vice President Research of PT Pentasena Arthasentosa, 1997 - 1999 • Vice President Research of PT Amsteel Securities, 1996 - 1997 • Head of Research Department International Bank of Japan, 1992 - 1996 • Analyst Sun Hung Kai Securities, 1990 - 1991 • Officer Bank of America, San Fransisco, 1988 - 1989
En Mohd Salleh bin Mahmud Commissioner since November 25, 2002 (As per Commerce Asset-Holding Berhad’s Profile of Directors) 22 COMMERCE ASSET-HOLDING BERHAD (50841-W)
chairman’s statement
On behalf of the Board of Directors, I am pleased to present the The Commerce Group recorded a 3.4 percent increase in Annual Report and Audited Financial Statements of the Commerce operating profit before provisions amounting to RM1.56 billion Asset-Holding Berhad Group of Companies (Commerce Group) compared to the RM 1.51 billion recorded in the previous for the year ended 31 December 2002. financial year (FY). This was mainly due to higher net interest income, an increase of 11.7 percent year on year amounting to The operating environment during the year under review RM2.08 billion (FY 2001: RM1.86 billion) and a 15 percent continued to be challenging with uncertainties prevailing fall in loan loss and provisions year on year amounting to in the macro economic outlook and geopolitical scenario. RM809.3 million (FY 2001: RM952.4 million). Due to the difficult The Malaysian economy recorded a real gross domestic conditions in the debt market principally during the first half product (GDP) growth of 4.2 percent during the year. With of the year, non-interest income declined year on year by 15.4 external demand remaining weak, the overall growth was percent to RM749.5 million (FY 2001: RM886.2 million). driven largely by domestic activities supported primarily by the additional fiscal stimulus packages introduced by the The Commerce Group’s profit before tax (PBT) for 2002 increased Government during the year. The modest growth in the by 45 percent year on year to RM 747.6 million compared to economy was achieved in an environment of low inflation and RM515.6 million recorded in the previous financial year. low interest rates. These results reflected mainly the impact of the improved COMMERCE ASSET-HOLDING BERHAD (50841-W) 23
CHAIRMAN’S STATEMENT
CAHB GROUP: SUMMARY OF RESULTS 2002 CAHB GROUP: PROFIT CONTRIBUTORS
45% Profit before taxation RM747.575 million 23% Total assets RM91.186 billion 16% Net loans & advance RM48.772 billion
24% Shareholders’ funds RM6.888 billion BCB Group 66.5% 9.6% Net NPL ratio 6.10% CIMB-B Group 24.1% 32% ROE 8.11% Others 9.4% 16% NTA RM2.55 58% EPS 21.9sen
The Commerce Group’s profit before tax (PBT) for 2002 increased by 45 percent year on year to RM747.6 million compared to RM515.6 million recorded in the previous financial year.
performance of the Bumiputra-Commerce Bank Berhad Group December 2002, the Group’s shareholders funds strengthened with lower loan loss provisions year on year being a major to RM6.9 billion from RM5.6 billion at the end of 2001. Group contributing factor. The results also included one month result of net tangible assets per share improved to RM2.55 per share P.T Bank Niaga post acquisition which we will discuss later in from RM2.20 (after adjusting for the one for one bonus issue) this statement. Profit after tax and minority interests for in the corresponding period last year. the Commerce Group for the period under review stood at RM558.5 million (FY 2001: RM342.1 million). The Commerce At company level, Commerce Asset-Holding Berhad (CAHB) Group’s return on equity and earnings per share were 8.1 registered profit before tax amounting to RM 45.4 million, a percent (FY 2001: 6.2 percent) and 21.9 sen (FY 2001: 13.9 sen, decline of 62.9 percent year on year (FY 2001: RM122.5 million). after adjusting for one for one bonus issue) respectively. This was mainly due to the application of the new accounting standard where dividend income can only be recognised as Net loans and advances of the Group increased to RM48.8 billion, income upon receiving approval from shareholders at a an increase of 15.5 percent year on year. The net non-performing general meeting resulting in lower dividend income and full loan ratio (NPL) fell to 6.1 percent as at 31 December 2002 year interest expense impact of the RM500 million Bonds issued compared to 6.7 percent as at 31 December 2001. As at 31 in May 2001. 24 COMMERCE ASSET-HOLDING BERHAD (50841-W)
CHAIRMAN’S STATEMENT
1924 24 December 1956 Started as a family bank Incorporated as Bian Chiang Bank in Kuching, Sarawak Limited under Sarawak Companies Ordinance no. 38/956
THE BUMIPUTRA-COMMERCE BANK BERHAD (BCB) GROUP During the year under review, Bumiputra-Commerce Bank embarked on various strategic initiatives. Firstly, in the ongoing exercise to refine its business model to focus on efficiency, the Bank embarked on a branch rationalisation exercise whereby a merger of branches was effected involving 23 sets of branches. Associated activities include shifting customers to lower cost yet effective channels such as introducing e-banking centers.
Secondly, significant investments were made in the information technology infrastructure to enable the Bank to leverage on the existing delivery channels. Various e-banking initiatives were introduced such as eProcurement, Mobile Banking and ePayroll. To better serve the customers the Bank initiated the Enterprise Decision Support System. The development of this comprehensive system is to support the functions of customer relationship management, risk management and financial performance management. The operating model as it stands today will ensure that the Bank will continue to focus on its banking and sales function while EPIC-I with EDS as its technological and management partner will focus on back office and support functions.
Thirdly, as mentioned in last year’s statement, the Bank established and launched in January 2002 a Risk Management Division as part of a programme to introduce a comprehensive, integrated and advanced risk management system. During the course of the year, a comprehensive risk management framework was established comprising the management of credit, operational and market risk functions. Efforts are underway to build robust risk models which will be in compliance with the new Basel II Accord. The Bank aspires to adhere and benchmark against the industry’s best practices in its risk management structure and practice. COMMERCE ASSET-HOLDING BERHAD (50841-W) 25 providing comprehensive services In order to spearhead the objective of building an effective sales and services function, 100 Personal Financial Advisors (PFA) have been trained and deployed to provide impetus to the sales and services capabilities in the retail banking business. 26 COMMERCE ASSET-HOLDING BERHAD (50841-W)
CHAIRMAN’S STATEMENT
1975 1979 Fleet Group purchased 100% Morgan Guaranty International Finance Corporation (MGI) of Bian Chiang’s equity wholly owned subsidiary of Morgan Guaranty Trust Company acquired 30% of Bian Chiang. Head office moved to Kuala Lumpur from Kuching and name changed to Bank of Commerce Berhad
Strategic alliances will always be sought to enhance the Bank’s to provide the much awaited security feature for authentic business and operational capabilities. An area the Bank is initiating transactions. ATM machines have also been upgraded to be discussions on a strategic alliance is the area of consumer finance ready for the chip-based technology. which will be an important pillar of growth for the Bank going forward. In order to spearhead the objective of building an effective sales and services function, 100 Personal Financial Advisors (PFA) In mid 2002, Bumiputra-Commerce Bank implemented a major have been trained and deployed to provide impetus to the sales initiative which was the Human Resources Transformation Project and services capabilities in the retail banking business. The PFAs (HRTP). Implicit to initiating this project was the recognition complement the front line by cross selling products that human resources is the key asset of the Bank. The objective and services extensively. More PFAs will be recruited in the future. of HRTP is to enable the human resources team to become a more effective business partner. There was a need to align Our commercial bank recorded a PBT of RM497.0 million and people performance and business performance. In conjunction RM314.6 million at the Group and Bank level respectively for with HRTP, efforts are being made in e-HR and performance the year ended 31 December 2002. This represents an increase management system to enable the Bank to attract and retain of 132.5 percent (BCB Group 2001: RM213.8 million) and 169 the best talent in the industry. percent (BCB Bank 2001: RM117 million) respectively at the Group and Bank level. The higher result was attributable to BCB was the first bank to offer the chip-based ATM card to its the lower loan loss provisioning year on year and one off customers following the rampant fraudulent cloning of ATM exceptional charge in 2001 due to the voluntary separation cards around the country. The ATM cards of the Bank are able scheme. The non-performing loan position reached its peak at the Bank during the second quarter of 2002. Loan loss provisions at the BCB Group declined year on year by 13.7 percent to BCB BANK: OPERATING PROFIT RM793.2 million from the RM918.7 million recorded in the previous financial year. Loan loss provisions at the Bank level 315 117 Bank’s operating profit increased declined to RM701.7 million from RM815 million recorded in 2001. 815 to RM1,017 million, due to higher 702 net interest income and improved BCB Group recorded a commendable 5.3 percent loans growth margins. to RM43.5 billion from the RM41.3 billion recorded in December Provisioning drops to RM702 million. 2001. At the Bank, business banking provided the strongest area PBT, increased by 169 percent to of growth followed by retail. There were significant growth in the
RM Million RM315 million. 2001 2002
Profit before tax Loan Loss Provision COMMERCE ASSET-HOLDING BERHAD (50841-W) 27
CHAIRMAN’S STATEMENT
30 May 1986 July 1986 MGI sold its entire equity Acquired 51% interest in Pertanian stake in Bank of Commerce Baring Sanwa Berhad, the old name Berhad to the Fleet Group for Commerce International Merchant Bankers Berhad
manufacturing hire purchase, share financing and transport, year on year, there were increases in establishment costs with storage and telecommunications sector. Net interest margin at the implementation of the various transformation projects. Cost the Bank on average total assets improved to 2.5 percent for 2002 to income at BCB Group declined to 46.1 percent from the 49.3 compared to 2.3 percent in 2001. percent recorded in the previous financial year.
Customers deposits increased marginally by 1.3 percent The Bank’s shareholders’ funds stood at RM4.1 billion as at 31 from RM42.5 billion in December 2001 to RM43.1 billion in December 2002. The risk-weighted capital adequacy ratio December 2002. The Bank had sufficient liquidity and its Loans (RWCR) of the Bank increased to 11.5 percent from 11.4 percent to Deposits ratio stood at 89 percent. as at 31 December 2001 mainly due to loans growth.
The Bank’s net non-performing loan rose marginally to 7.2 Bumiputra-Commerce Finance Berhad ( BCF) recorded its highest percent as at 31 December 2002 from 7.1 percent in December ever PBT amounting to RM95.3 million for the year ended 2001. The increase in new non performing loans came mainly 31 December 2002 (2001 PBT: RM84.0 million), a 13.5 percent from retail followed by business banking. There was a substantial increase year on year. This was achieved against a very challenging decline in Corporate NPLs as a number of large restructuring operating backdrop with a combination of intensifying business exercises took place during the year. competition and pre-AFTA effects. Loans growth was favourable at 28 percent. Given the difficult operating environment going Staff costs and overhead at the BCB Group rose marginally by forward, BCF has formulated some key initiatives designed to 0.5 percent to RM1.1 billion from RM1.09 billion recorded in the accelerate sales growth, enhance the risk management system previous financial year. Though staff and personnel costs declined and improve customer service level.
Bumiputra-Commerce Bank (Labuan) Limited (BCBL) registered BCB GROUP: PROFIT BEFORE TAX OF PBT for the year ended 31 December 2002 amounting to RM18.9 RM497.0 MILLION million (FY 2001: RM37.2 million). Loan loss provisions increased on a year on year basis. As compared to the preceding year, there has been a 34 percent and 29 percent increase in loans and investment securities. Business activities were focused towards (RM Million) Factoring 67.9 asset growth, maintenance and recovery of non-performing
Bank 314.6 Labuan 18.9 accounts and the development of the Bank’s risk management framework. Finance 95.3 Others & Consol Adjustment 0.3
BCB subsidiaries continue to provide useful contributions to bottom line. 28 COMMERCE ASSET-HOLDING BERHAD (50841-W)
CHAIRMAN’S STATEMENT
1987 30 November 1987 Fleet Group sold 20% in Bank of Commerce was listed Bank of Commerce Berhad on the main Board of Kuala Lumpur to Pitisan Sdn Bhd Stock Exchange
CIMB BERHAD GROUP It has been an eventful year for the CIMB Berhad Group in terms of its evolution into Malaysia’s premier investment bank and in the context of its structure within the Commerce Group. We announced in June 2002 of our intention to list CIMB Berhad on the Main Board of the Kuala Lumpur Stock Exchange. The listing route would be through initially CAHB acquiring the shares in CIMB held by its minority shareholders followed by a restricted offer for sale to the Minority Shareholders of CAHB of CIMB Berhad, the chosen listed vehicle.
On 1 November 2002, shareholders of CAHB approved the listing of CIMB Berhad on the Main Board of the KLSE and all related proposals at an Extraordinary General Meeting. The price for the IPO was fixed on 20 November 2002 at RM1.75 with 17 institutions participating as underwriters. The prospectus was launched on 2 December 2002 which was followed by a 10-day road show by the management of CIMB Berhad in Kuala Lumpur, Singapore, Hong Kong, London, Edinburgh and Glasgow. The restricted offer for sale was oversubscribed with strong institutional demand. Institutional investors took up 84 percent of the Restricted Offer with local and foreign institutions accounting for 56 and 28 percent respectively of the Offer. CIMB Berhad was listed on the Main Board of the KLSE on 8 January 2003 opening with a reasonable premium on its debut at RM1.88 per share and closing at RM1.78 per share despite difficult market conditions.
Post listing, CAHB’s stake in CIMB Berhad was approximately 75 percent. CIMB had reached a stage in its development that for it to expand and grow further, it had to have direct access to equity capital market. CIMB at the start of 2002 remodeled its organisation structure from a merchant banking mould to an investment banking structure. The benefits of the reorganisation outweighed initial operational disruptions especially in terms of obtaining several important mandates due to stronger client coverage and value proposition. COMMERCE ASSET-HOLDING BERHAD (50841-W) 29 forming strategic alliances For the Commerce Group, the purchase of P.T Bank Niaga was a ground breaking acquisition which will position the Group positively in light of the greater integration and dependency among ASEAN members especially with the onset of AFTA. 30 COMMERCE ASSET-HOLDING BERHAD (50841-W)
CHAIRMAN’S STATEMENT
January 1988 30 June 1991 CIMB acquired an existing stockbrocking Bank of Commerce Berhad completed composite scheme of merger firm (Ariffin & Low Securities) and renamed with United Asian Bank Berhad (UAB). Commercial banking business it CIMB Securities Sdn Bhd transferred to UAB, which changed its name to Bank of Commerce (M) Berhad. Bank of Commerce Berhad’s name has now changed to Commerce-Asset Holding Berhad (CAHB) and took over listing status
CIMB Berhad Group recorded a profit before tax amounting to The following are some of the major transactions undertaken RM179.8 million, a decline of 28.7 percent year on year compared during the year by CIMB: to the RM252.2 million recorded in the preceding financial year. • Adviser for the acquisition of Celcom Berhad by Telekom The audited result was however 12.3 percent above the forecast Malaysia Berhad. profits submitted in the Prospectus. Total revenues declined year • Book runner for the RM1.15 billion bond issue by Sovereign on year by 28 percent from RM463 million to RM333 million. Capital Berhad for the Sarawak State Government The sharp drop in revenues came mainly from the Debt business which saw extreme volatility in sovereign and quasi-sovereign • Book runner for the RM1.0 billion bond issue by Syarikat interest rates at the beginning of 2002 which contrasted sharply Prasarana Sdn Bhd. with the buoyant market conditions in 2001. The primary bond • Joint Lead Manager and Joint Lead Underwriter for the pipeline also was rather quiet in the first half of 2002 as RM3.1 billion Maxis Communications IPO intermediaries found difficulty in pricing transactions. • Joint Book runner for the USD400 million Global Exchangeable Bonds for Tenaga Nasional Berhad. The Merchant Bank registered profit before tax amounting to • Placement Agent for the RM800 million RHB subordinated RM98.0 million, a 55.7 percent decline from the RM221.4 million debt issue. recorded for the year ended 31 December 2001. The weak performance of the Bank was due to the shift in corporate • Restructuring of Malaysia Airlines Berhad. debt trading business from the bank to CIMB Discount House • Restructuring of debts for Perbadanan Kemajuan Negeri leaving the former with high exposure to sovereign and quasi Pahang. sovereign debt which was affected by the volatile interest rate environment in the beginning of the year. The Bank’s risk- CIMB continued to receive accolades and recognition from weighted capital adequacy ratio remained strong at 23 percent major international finance publications such as Asiamoney, while net NPL ratio fell from 10.8 percent to 4.5 percent. Finance Asia, The Asset and Euromoney among others for its Total assets at the Bank increased by 14 percent to RM9.1 billion overall franchise or specific areas of its business namely debt from the RM8.0 billion in 2001. In December 2002, RAM and equity. reaffirmed CIMB’s credit ratings of AA3 and P1. COMMERCE ASSET-HOLDING BERHAD (50841-W) 31
CHAIRMAN’S STATEMENT
8 February 1999 24 August 1999 CAHB entered into a Share Exchange Bank of Commerce (M) Agreement with the shareholders of Berhad entered into an Bank Bumiputra Malaysia Berhad (BBMB) asset acquisition for the acquisition of BBMB agreement with BBMB
CIMB Discount House Berhad (CIMBDH) recorded profit before OTHER COMPANIES IN THE COMMERCE GROUP tax amounting to RM92.4 Million, 58 percent higher than the Commerce Asset Fund Managers Sdn Bhd (CAFM) had an RM35.8 million recorded in 2001. As the primary vehicle for outstanding year in 2002 despite difficult market conditions. It is corporate bond trading in the Group, CIMBDH enjoyed a better currently the fourth largest Asset Management Company in year than the Bank. Malaysia and the fastest growing in the country with funds under management rising from RM2.0 billion at the start of the year to CIMB Securities Sdn Bhd recorded profit before tax of RM22.3 RM2.9 billion as at end of 2002. The company provides investment million , a surge of 238 percent compared to the RM6.6 million services to pension funds, government bodies, statutory bodies, recorded in 2001. Overall daily volumes at the KLSE were unit trusts, corporations and other institutional investors. Pre-tax 11 percent higher year on year at 227.2 million shares with daily profits rose by 70 percent to RM5.0 million for the financial year average values also higher by 34 percent in 2002 averaging ended 31 December 2002 from the RM3.0 million recorded in RM1.06 billion compared to RM0.79 billion in 2001. CIMB Securities the previous financial year. market share rose to 8.1 percent in 2002 from 7.1 percent in 2001. Commerce Trust Berhad (CTB) is currently the fifth largest unit trust management company in the country with funds under CIMB Labuan’s maiden contribution to the Group amounted management amounting to RM1.3 billion as at end of December to USD5.8 million translated into RM22.1 million in 2002. 2002. It has grown rapidly from 10th position to 5th in just over a It has total assets of USD 200.8 million as at 31 December 2001. two-year period. CTB’s growth of funds under management was Its major transaction for the year was acting as joint book 31 percent in 2002 versus the industry’s 23 percent. Profit before runner for the USD400 million Global Exchangeable Bonds for tax declined by 54.6 percent from RM3.9 million recorded in 2001 Tenaga Nasional Berhad. to RM1.8 million in 2002. There were two exceptional items incurred during the year under review namely bonus given to unit holders amounting to RM1.0 million and write-offs of intangible assets amounting to RM1.1 million. 32 COMMERCE ASSET-HOLDING BERHAD (50841-W)
CHAIRMAN’S STATEMENT
1 October 1999 Proposed acquisition of BBMB and composite scheme of merger between Bank of Commerce (M) Berhad and BBMB after the acquisition took effect. The merged bank is known as Bumiputra Commerce Bank Berhad and BBMB is now Bank Muamalat Malaysia Berhad
Despite the weak market conditions, the group’s venture capital investment arm, Commerce Asset Ventures Sdn Bhd (CAV) was able to grow its funds under management by 20 percent to RM285 million for the year. It however recorded a lower pre-tax profit amounting to RM2.9 million (FY 2001: RM6.6 million) on account of having to mark its listed investment to market value. Going forward, CAV aims to build on its track record and network with its strategic partners to promote private equity as a viable investment asset class.
AMAL Assurance Berhad, our wholly-owned life insurance subsidiary registered profit before tax amounting to RM1.8 million (FY 2001: RM1.1 million). A decision was made during the year to adopt internal bancassurance models developed by AMAL together with retail banking at BCB.
The Commerce Group has a 30 percent stake in Malaysia’s second Islamic Bank, Bank Muamalat Malaysia Berhad. Bank Muamalat continued to focus on project and trade financing in line with its strategic direction. Bank Muamalat’s contribution to Group Profit Before Tax amounted to RM5.4 million (FY 2001: RM6.0 million).
THE ACQUISITION OF 51 PERCENT STAKE IN P.T BANK NIAGA On 8 November 2002, CAHB signed a Sale and Purchase Agreement with the Republic of Indonesia acting through the Indonesian Bank Restructuring Agency (IBRA) to acquire approximately 51 percent of the issued and paid-up capital of P.T Bank Niaga. CAHB paid approximately IDR1,057.4 billion or RM439.1 million for the 51 percent stake. For the Commerce Group, this was a ground breaking acquisition which will position the Group positively in light of the greater integration and dependency among ASEAN members especially with the onset of AFTA. This was also the first acquisition of an Indonesian Bank by a financial institution post the Asian financial crisis and first cross border financial institution acquisition in Asia in 2002 involving majority control. COMMERCE ASSET-HOLDING BERHAD (50841-W) 33 evolving to compete CAHB Group will continue to encounter greater challenges ahead as the financial and capital markets are progressively liberalised. The various transformation strategies undertaken are designed to face a new competitive landscape with customers and competitors in mind. 34 COMMERCE ASSET-HOLDING BERHAD (50841-W)
CHAIRMAN’S STATEMENT
22 November 2002 8 January 2003 CAHB completed the acquisition of 51% CIMB Berhad is listed on the of P.T Bank Niaga from the Indonesian Main Board of the KLSE Government acting through the Indonesian Bank Restructuring Agency (IBRA)
The above acquisition was completed on November 22, 2002. PROSPECTS FOR 2003 We wish to welcome management and staff of the P.T Bank Niaga The year 2003 will continue to be a challenging year. The Malaysian Group to the Commerce family. Niaga is the ninth largest bank in economy against a backdrop of global uncertainties is expected Indonesia with assets amounting to IDR22.8 trillion (RM9.7 billion) to record a growth of 4 to 5 percent during the year. as at 31 December 2002. The acquisition provides a rare opportunity to acquire a superior franchise in customer service Notwithstanding the vagaries of the business environment, and technological innovation, an established brand and an entity BCB will continue to encounter greater challenges ahead as with good corporate governance. Besides receiving a Best the financial and capital markets are progressively liberalised. Corporate Governance Award from the Jakarta Stock Exchange in The various transformation strategies undertaken is designed 2001, it is thus gratifying that Bank Niaga was placed third among to face a new competitive landscape with customers and 321 public listed companies in Indonesia in an independent competitors in mind. We expect loans growth to be in the range study by the Indonesian Institute of Corporate Governance in of 6 to 7 percent in 2003. There should be some firm development November 2002. in the strategic alliance initiative in the consumer finance sector. The SMIs and SMEs continue to be an area of focus for BCB with For the financial year ended 31 December 2002, only one their increasingly important role in the economy. With the month result of Bank Niaga has been included in the establishment of a full-fledged risk management division in 2002, consolidated numbers. The contribution to Group profit before further efforts will be initiated to enhance the framework. tax amounted to RM23.7 million. The process of economic recovery in Indonesia is showing some positive signs. The prospects for the Malaysian capital markets remain positive. The restructuring and consolidation process in the Indonesian In particular, the low interest rate regime will continue to drive banking system is also beginning to show some results. Loans growth in the ringgit bond market. CIMB estimates that in 2003, growth year on year was commendable at 36 percent. The focus about RM40 billion will be raised in the ringgit corporate bond for loans will be in the commercial and high to medium segment market, 17 percent higher than last year. There will also be of the retail market. Fee based income for example trade finance greater issuance of asset-backed securitisation deals. Conditions will also be an important area of focus. are also ripe for mergers and acquisitions with low equity prices and renewed focus on efficiency and value creation among It is relatively early days in the acquisition. We hope through Malaysian companies. CIMB will continue to maintain its leadership progressive two way knowledge transfers and increased position within the Malaysian capital markets. Among the priorities integration of the franchises, to realise significant revenue going forward will be to strengthen and consolidate the entire enhancements and cross-selling opportunities. retail franchise, launch CIMB Islamic and enhance the risk management framework. COMMERCE ASSET-HOLDING BERHAD (50841-W) 35
CHAIRMAN’S STATEMENT
The development of the third pillar of the Commerce Group the Board as an Independent Non-Executive Director. En Azizan remains a key initiative. We believe Commerce Asset Fund is a Chartered Accountant and has extensive experience having Managers and Commerce Trust Berhad are well placed to tap served in among others a public accounting firm where he was the immense growth potential in the investment management Senior Partner. industry. Venture capital is still at a relatively infant stage of development in the country and Commerce Asset Ventures On behalf of the Board, I would like to extend our gratitude to will continue to enhance its role in the fledgling industry. We will the management and staff of the Commerce Group for their see the introduction of various products from the internal dedication and commitment. I would also like to extend our bancassurance initiative in 2003. appreciation to the regulators namely Bank Negara Malaysia, the Securities Commission, the Kuala Lumpur Stock Exchange, A new dimension to the Commerce Group’s results for the financial our business partners, advisers and customers. We also wish to year 2003 will be the inclusion of a full year set of results from express our gratitude to our shareholders for their support. P.T Bank Niaga. Loans growth in 2003 is expected to be in the range of 20 percent. Niaga will continue to ensure the adoption DIVIDENDS of a more rigorous and comprehensive risk management framework. We are optimistic that the combined efforts to The Board has recommended a first and final dividend per leverage on capabilities of both franchises and the foundation ordinary share of 4.5 sen less tax and 0.5 sen tax exempt for already put in place will assist in further improvements in the the financial year ended 31 December 2002 which is subject to financial performance of Niaga. your approval at the forthcoming Annual General Meeting.
ACKNOWLEDGEMENT During 2002, we welcomed two new members to the Board of Directors of Commerce Asset-Holding Berhad. I am pleased to Dato’ Mohd Desa Pachi welcome Mr Masayuki Kunishige and En Azizan Mohd Noor to Chairman the Board. Mr Kunishige replaces Mr Shuzaburo Eto as the Kuala Lumpur representative of UFJ Bank Limited on the Board. En Azizan joins 8 April 2003 36 COMMERCE ASSET-HOLDING BERHAD (50841-W) risk management
The following describes the risk management framework at the Credit Risk major subsidiaries. Credit Risk Management forms a key component of the integrated risk management structure, driven by a credit risk framework in compliance with Bank Negara Malaysia’s Best 1. BUMIPUTRA-COMMERCE BANK BERHAD (BCB) Practices and requirements of the New Basel Accord. In striving to effectively manage credit risk, market risk and operational risk on an integrated basis, Bumiputra-Commerce Credit risk is the potential for loss due to the failure of a Bank (BCB) has streamlined its risk management structure that counterparty or borrower to meet its financial obligations. begins with the Board Risk Management Committee (BRMC). Key to the credit risk management is to ensure that structures Comprising members of the Board of Directors, BRMC provides and processes are in place to maintain and continuously oversight and direction of BCB’s risk profile and risk appetite, enhance BCB’s risk assessment capabilities in key areas of including formulation of risk policies and review, ensure risk credit. These include sound credit policies/procedures, quality exposures are within the parameters set, allocate capital at credit approvals, appropriate risk measurement/methodology, risk and set risk limits. strong credit controls with independent reviews and effective/ workable recovery strategies. Supporting the BRMC are three divisional risk committees, namely Credit Risk Committee, Market Risk Committee and Credit Risk Management is vested in the Credit Risk Committee Operational Risk Committee. All risk committees meet on a (CRC) which have been established at management level with regular basis to review the risk management and the impact clear roles and responsibilities. The CRC reports to and assists on BCB’s business. The risks and measures taken are the Board (through the Board Risk Management Committee) deliberated and the committees recommend suitable follow- in its oversight role on management of credit risk of BCB. up actions to be taken. The three divisional risk committees Proactive management is provided to Line Management are supported by independent management units which arising from direction and guidance by CRC. At banking report directly to the Executive Vice President of Risk divisions, monthly asset quality meetings are held to monitor Management who in turn reports directly to BRMC. credit risk exposures, regular review on an account and portfolio basis and ensure timely reporting to risk committees. A major milestone that BCB had achieved during year 2002 was the formulation and revision of various risk management Market Risk policies. This important accomplishment will be the BCB’s risk management framework, comprehensive foundation for good duties segregation, accountability at governance and management processes surrounding market every staff level and sound controls for managing all risks. risk-taking activities are undertaken by the Market Risk Going forward, a significant goal that BCB will strive to achieve Committee (MRC). Market risk is defined as the potential of is to better align BCB’s internal measures with regulatory a negative impact on BCB’s balance sheet and income requirements and best practices. statement resulting from adverse changes in underlying market factors, including interest and foreign exchange Board Risk Management Risk Committee Committee (BRMC) rates, commodity prices, spread and basis risk. MRC with the assistance from Asset-Liability Management (ALM) and Treasury Risk Management (TRM) monitors BCB’s Credit Risk Market Risk Operational Risk risk arising from its balance sheet structure, trading and Committee (CRC) Committee (MRC) Committee (ORC) investments activities.
Risk Management Risk Management Units Division
Credit RiskMarket Risk Operational Risk COMMERCE ASSET-HOLDING BERHAD (50841-W) 37
RISK MANAGEMENT
Policy formulation and review is another major focus of MRC 2. CIMB in year 2002. So far, an approved Market Risk Policy covering CIMB Group started to develop a risk management treasury risk management, interest rate risk management and infrastructure in 1996. This paved the way for the Group’s liquidity risk management have been developed in line with involvement in the secondary debt markets. In 1998, the best practices and existing regulatory guidelines. The Market Group started to develop an enterprise wide risk measurement Risk Policy (MRP) outlines, among others, cut-loss limits, margin and management framework. This was further expanded into limits and premium limits for trading activities, exchange a capital at risk framework where the entire firm’s risks from traded instrument and options respectively. The MRP also market, credit, liquidity and operational risks are managed in contains strategy to build funding capacity, funding limits as totality. well as interest rate risk measurements, mitigation strategies and controls. The Risk Management Division of CIMB has two components ,the Risk Management Unit (“RMU”) and Credit & Special Assets Operational Risk (“CSA”). RMU is responsible for measuring, evaluating and Given the significance of operational risk in the New Basel reporting the Group’s exposure to market, liquidity and Accord, BCB has established an Operational Risk Committee operational risk. CSA is responsible for measuring, reporting (ORC) function towards mitigating, if not eliminating and evaluating CIMB’s credit risk exposures which includes operational risk. Operational risk is the risk of loss resulting providing an independent review of all credit proposals. from a breakdown in operations, which is due to failed internal processes, systems, people or from external events including The CIMB Group has reviewed its risk management processes legal risk, strategic and reputation risk. Apart from the factors against the backdrop of its functional transformation into mentioned above, ORC members and other senior a full-fledged transaction based investment bank and management constantly strive to identify new risks emerging rationalised the overlaps between the risk management tasks from outsourcing operational activities and new electronic assumed by individual business units and the centralised risk banking services that BCB has spearheaded. oversight function.
ORC, under the guidance of BRMC, ensures that there are The objectives of the CIMB Group’s integrated risk clear and predefined roles and responsibilities among ORC management framework are to: and other risk committees, BCB’s business units as well as • Identify the various risk exposures and operational Internal Audit. In achieving this, ORC has approved a comprehensive Operational Risk Policy which deals with risk requirements identification, controls, mitigation and prioritisation issues. • Establish policies and procedures and to develop the Business managers are the primary responsibility holder for infrastructure to measure, report, evaluate and manage managing operational risk, establishing and maintaining these risk exposures and ensure that they are within the internal controls procedures that are in line with their Group’s risk limits as approved by the Board of CIMB operating environments. There will be continuing work in • Set out appropriate responsibilities and structures required preparations for the New Basel Accord. in the risk management process.
Conclusion The CIMB Group’s enterprise wide risk management BCB will continue to take initiatives to ensure that all material framework is upheld by a number of management risks have been identified and evaluated and appropriate committees. The purpose of each management committee mitigation efforts are taken to bring the overall risk to a is to identify, evaluate and manage the principal risks to which tolerable level. the Group is exposed to. 38 COMMERCE ASSET-HOLDING BERHAD (50841-W)
RISK MANAGEMENT
Market risk arises from changes in market prices from exposure and assumes ultimate responsibility for risk management. to interest rates, currency, credit spreads and equity prices. A Board Risk Committee specifically supervises the risk The Market Risk Sub-committee oversees exposure to interest management of the Group. Ultimately the Board of CIMB rate, currency, credit spreads and equity risks and approves determines the allocation of risk capital to support all risks proprietary trading activities and investments/underwriting taken by the CIMB Group. arrangements within defined limits. The day to day responsibility for risk management has Credit risk arises from the losses due to counter party or been delegated to the Group Risk Committee which reports issuer of securities or other instruments held fails to perform directly to the Board of CIMB. This is further supported by its contractual obligations to the Group. The Credit Risk the four risk sub-committees mentioned earlier. The Audit Sub-committee has credit approval authority, manages the Committee oversees strategic risk issues, internal control, Group’s exposures to credit risk, oversees counter party, audit matters and compliance with corporate governance industry sector and product exposures and sets credit support practices. standards.
3. AMAL ASSURANCE BERHAD (AMAL) Liquidity risk relates to the funding and liquidity management of the Group’s activities. The Liquidity Risk Sub-committee The Board of Directors approved a Risk Management manages the Group’s funding profile and liquidity risk. Framework on 1 March 2002. Each individual business unit acts as the first line of defence against day to day risk Operational risk relates to the potential for losses arising from management. The Risk Management Committee and Risk a breakdown in controls and the implementation of safeguards Management Department perform the risk oversight function. to ensure the proper functioning of people, systems and The Management Committee of AMAL assumes the function facilities. This includes legal and regulatory issues and the of the Risk Management Committee that is involved in the need to ensure that all work undertaken by the Group is monitoring of risks. Both internal and external factors were adequately documented and meets regulatory standards. taken into consideration in identifying the risks. Among the risk areas identified include the management of distribution In line with good practices and the standards of the Malaysian channel namely bancassurance and management of service Institute of Corporate Governance guidelines, the Board of standard. CIMB determines the risk policy objectives of the CIMB Group COMMERCE ASSET-HOLDING BERHAD (50841-W) 39
statement of corporate governance
INTRODUCTION Directors Total Percentage The Board of Directors of Commerce Asset- Holding Berhad (CAHB) is supportive of the adoption of principles and best practices of Dato’ Mohd Desa Pachi 13/13 100% corporate governance as set out in the Malaysian Code of Dr Rozali Mohamed Ali 13/13 100% Corporate Governance throughout the Group. The process of Dato’ Anwar Aji 11/13 84.6% inculcating best practices is a continuous process and will require refinements along the way. The following statement describes En Mohd Salleh Mahmud 10/13 76.9% the application of the principles and compliance with best practices. Tan Sri Asmat Kamaludin 10/13 76.9% Mr Shuzaburo Eto 2/2 100% BOARD OF DIRECTORS (Resigned on 6th February 2002) The Board of CAHB consists of seven (7) members with three Mr Masayuki Kunishige 5/6 83.3% (3) independent directors, three (3) representing the major (Appointed on 24th May 2002) shareholders (namely Khazanah Nasional Berhad, Minister En Azizan Mohd Noor 6/6 100% of Finance Incorporated and UFJ Bank Limited) and one from (Appointed on 6th June 2002) management. The Board leads and controls the Group. It is principally responsible for among other things, the review and All the Directors have direct access to the advice and services adoption of the strategic plan for the Group, regular oversight of of the Company Secretary. The Company Secretary is someone the business’s performance, ensuring the existence of proper who is capable of carrying out the duties to which the post entails internal controls and processes to measure and manage risks. and his removal is a matter for the Board as a whole. There is compliance with the independent directors criteria of There is a procedure in place for Directors whether acting as a the Kuala Lumpur Stock Exchange Requirements. full board or in their individual capacity to seek independent advice at the Company’s expense. The Directors are updated by the The Chairman, Dato’ Mohd Desa Pachi has been identified as the Company Secretary on matters pertaining to statutory and Senior Independent Non Executive Director to whom concerns regulatory requirements as well as duties and responsibilities of may be conveyed. the Board. Board papers are sent in advance of the Board Meetings. Management is responsible to provide the Board with all The current set of directors bring collectively a diverse range of information of which it is aware. expertise and experience. The Board of Directors meets on a scheduled basis once every quarter therefore at least four New appointments to the Board are recommended by the times a year. Special Board Meetings are also convened when Nomination and Remuneration Committee to the Board before the need arises. The quarterly Board Meetings are scheduled in the names are submitted to Bank Negara Malaysia for approval. advance prior to the start of the financial year. The Board will After recommendation by the Committee, the appointment mainly deliberate on the financial statements and results of the of a new director is dealt directly by the Board. The other Group and its companies, strategic and corporate direction and responsibilities of this Committee with regards to the nomination matters reserved specifically for the Board’s decision. Reports role includes making recommendations to the Board on the by Board Committees are also presented and discussed. appointment of Chief Executive Officers in the Group and Senior Management of the Group and external advisors may be members of Board Committees and review the size, structure invited to attend the Board on specific items on the agenda which and effectiveness of the Board, its committees and individual requires clarification. directors on a periodic basis.
In 2002, there were 4 Board Meetings and 9 Special Board Meetings. The following is the attendance summary for all Board Meetings held in 2002. 40 COMMERCE ASSET-HOLDING BERHAD (50841-W)
STATEMENT OF CORPORATE GOVERNANCE
The members of the Nomination and Remuneration Committee amounts to RM1,000 per meeting per Director. Directors who of CAHB are mainly independent directors. The members of the hold full time executive positions in the relevant operating Committee are as follows: subsidiary receive remuneration based on their level of responsibilities, skills, experience and job performance which is Dato’ Mohd Desa Pachi - Chairman governed by the relevant human resource policy of the operating (Independent non-executive director) company. Dato’ Anwar Aji (Non-independent non-executive director) The aggregate remuneration of the Directors categorised into Tan Sri Asmat Kamaludin the appropriate components are as follows: (Independent non-executive director) Non-Executive Directors (RM’000) All directors are required to submit themselves for re-election at regular intervals and at least once every three years. All directors Fees 549 have attended the Mandatory Accreditation Programme Salary 456 organized by the Research Institute of Investment Analysts Other remuneration 466 Malaysia. The Company as part of an ongoing education Benefit in kind 44 programme identifies and tracks conferences and seminars both locally and regionally relevant to the banking sector and 1,515 those which will assist directors in furtherance of their duties. These relevant conferences are brought to the attention of the The aggregate remuneration of directors of CAHB for the financial Directors and those who are keen to attend will do so at the year ended 31 December 2002 in respective bands of RM50,000 Company’s expense. are as follows:
Range of remuneration (RM) Non-Executive DIRECTOR’S REMUNERATION The levels of remuneration of Directors is determined at levels Below 50,000 1 which will enable the Group to attract and retain the Directors 50,000 - 100,000 3 needed to run the Group successfully. On 31 October 2001, 100,000 - 150,000 2 CAHB established a Nomination and Remuneration Committee. 200,000 - 250,000 1 The remuneration role of this Committee is among others to review and recommend to the Board the remuneration framework 800,000 - 850,000 1 of the Managing Director, Executive Directors, Chief Executive Officers and Senior Management of the Group. The Committee SHAREHOLDERS also determines and recommends to the Board on the Company and Group Directors fees and allowances as well as any Dialogue between the Company and Investors performance related pay schemes. The Group values dialogue with investors. A Director and the Executive Vice President of the Company spearheads the investor All non-executive directors of the Company receive annual relations initiative with support from a unit at CAHB. Prompt fees of RM60,000 per director which are subject to shareholders’ feedback is forwarded to senior management on market approval at the Annual General Meeting. Meeting allowances perception and investor concerns. are also paid for each meeting that the Directors attend which COMMERCE ASSET-HOLDING BERHAD (50841-W) 41
STATEMENT OF CORPORATE GOVERNANCE
The Group organises briefings to analysts in conjunction with the Internal Control release of its audited results. A specific briefing was also held for The Directors acknowledge that they are responsible for the Senior Management of the Employees Provident Fund who maintaining a sound system of internal control which covers not became the single largest shareholder of CAHB in the early part only financial controls but also operational, compliance and risk of 2002. Though there were various invitations to participate in management. The internal control system is specific to each investor conferences organised by investment banks and research operating subsidiary involving the Board and Management of the houses, we participated in three foreign investor conferences and operating subsidiary. The system of internal control should provide two foreign road shows in 2002. Conference calls were also reasonable but not absolute assurance against the risk of material organised subsequent to the release of quarterly announcements. errors, fraud or losses occurring. The statement of internal control There were also meetings with fund managers, investors and on pages 43 to 44 of this Report will elaborate on this subject. analysts who were keen to keep abreast of developments in the Group. In 2002, there were approximately 140 meetings held. Relationship With Auditors The coverage on CAHB by brokerages or equity research Through the Audit Committee, the Board has established a formal companies is quite high with 26 contributors to estimates for and appropriate relationship with the External Auditors. A report Multex Global Estimates and 27 contributors to the Thompson of the Audit Committee and its terms of reference is included Financial Instituitional Brokers Earnings Estimates. A dialogue was on pages 45 to 46 of this Annual Report. The Audit Committee organised with the Badan Pengawas Pemegang Saham Minoriti meets up with the external auditors to discuss the annual Berhad (BPPSM or Minority Shareholders Watchdog Group) in financial statements and their audit findings. The Committee April 2002 in conjunction with the CAHB Group Directors Retreat. also meets up with the external auditors whenever it deems CAHB is the first public listed company to arrange for a direct necessary and at least once a year without the presence of dialogue with BPPSM. executive representation on the Board.
Timely announcements are made through the Kuala Lumpur SUMMARY Stock Exchange of material information, financial results, corporate proposals and other announcements. Our website, CAHB was substantially in compliance with the Code during the www.commerz.com.my can be accessed for announcements financial year under review with the following exceptions setout and other information pertaining to the Group. below: • Developing a framework for assessment of Board, the Annual General Meeting Directors and the Board Committees at the Nomination The AGM remains the principal avenue for shareholders to and Remuneration Committee level. communicate and engage in dialogues with the Board and • Enhancing further the risk management framework from the Management of CAHB. Shareholders are encouraged to raise perspective of the holding company. questions pertaining to performance of the Group. The Annual General Meeting of CAHB is known to be very lively and The Board and management are committed to ensuring that the participative. Notices are sent in accordance with the rules and highest standards of corporate governance are observed proxies are encouraged to attend. throughout the Group. (This statement was made in accordance with a Board of Directors resolution ACCOUNTABILITY AND AUDIT dated 25 March 2003) Financial Reporting The Board aims to provide a balanced and understandable assessment of the group’s position and prospects. The quarterly results announcements, the accompanying press releases and the annual report is the main avenue of providing an assessment of status and prospects. A statement of Directors responsibility for preparing the financial statements is published separately on Page 48. 42 COMMERCE ASSET-HOLDING BERHAD (50841-W)
additional compliance information as at 31 December 2002
1. SHARE BUY BACK Further details of the buy back and treasury shares are available in note 24 of the financial statements which is on pages 116 and 117 of the Annual Report.
2. OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES On 22 November 2002, 211,448,000 share options were offered at an option price of RM3.13 to eligible employees numbering 9,518. This is a new Employee Option Scheme (ESOS 2002/2007). The previous ESOS (ESOS 1997/2002) expired on 20 June 2002.
The Company has not issued any warrants or convertible securities.
3. AMERICAN DEPOSITORY RECEIPT (ADR) OR GLOBAL DEPOSITORY RECEIPT (GDR) The Company did not sponsor any ADR or GDR programme during the financial year under review.
4. IMPOSITION OF SANCTIONS AND/OR PENALTIES There were no public sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or the Management by any regulatory body during the financial year under review.
5. NON-AUDIT FEES Non-audit fees payable to the external auditors, Messrs PricewaterhouseCoopers and its affiliates amounted to RM1,364,000 for various consultancy work relating to listing exercise and other professional services. Part of these non-audit fees has been written off against the Share Premium account of the Group.
6. VARIATION IN RESULTS There were no variation in results for the fourth quarter and year ended 31 December 2002 as the results announced were the audited results.
7. PROFIT GUARANTEE The Company did not give any profit guarantee during the financial year.
8. REVALUATION POLICY ON LANDED PROPERTIES Please refer to accounting policy on fixed assets on page 87 of the Annual Report.
9. MATERIAL CONTRACTS There were no material contracts entered into by the Company and its subsidiaries involving directors’ and major shareholders’ interest which were still subsisting as at the end of the financial year under review or which were entered into since the end of the previous financial year except as disclosed in note 40 of the financial statements. COMMERCE ASSET-HOLDING BERHAD (50841-W) 43
statement on internal control as at 31 December 2002
The Board of Directors is committed to maintain a sound system For the major banking subsidiaries, board risk management of internal control to safeguard shareholders investments and the committees and specific risk sub-committees have been Group’s assets. The Kuala Lumpur Stock Exchange Listing established to manage different types of risks common to financial Requirements requires Directors of public listed companies to intermediaries. The most significant risks for financial intermediaries include in its annual report a “statement about the state of internal include credit risk, market risk, operational risk and liquidity risk. control of the listed issuer as a group”. The Board is guided by the The risk management framework will assist in identifying the Statement of Internal Control – Guidance for Directors of Public significant risks, the impact of the risks, and developing measures Listed Companies. The Board of Directors is pleased to provide as well as controls to manage the risks. the following statement which outlines the nature and scope of internal control of the Group during the year. The important areas of risks faced by financial intermediaries are as follows:
BOARD OF DIRECTORS RESPONSIBILITY Credit Risk - Potential for loss due to a failure of a counter party or borrower to meet its financial The Board of Directors of Commerce Asset-Holding Berhad obligations. acknowledges its responsibility for the Group’s system of internal control and management information systems and for reviewing Market Risk - Potential of negative impact from adverse the adequacy and integrity of such systems. The system of internal changes in underlying market factors such as control covers controls relating to risk management and financial, interest rates, foreign exchange rates, equity operational and compliance risk at major subsidiaries of the Group. prices and spreads. CAHB completed the acquisition of PT Bank Niaga on 22 November Liquidity Risk - Possibility of inability to meet funding and 2002 and the internal controls of the newly acquired subsidiary liquidity requirements. will be reviewed and integrated to the Group. Such systems are Operational Risk - Risk of loss arising from breakdown in operations however designed to manage rather than eliminate the risk of due to failed internal processes, system, failure to achieve business objectives. The systems can only provide people and external events including legal, reasonable and not absolute assurance against material strategic and reputation risk. misstatement or loss.
The risk management framework established will assist in the RISK MANAGEMENT ongoing exercise of identifying, evaluating and managing Subsequent to a Corporate Governance and Internal Control significant risk. The Board of Directors maintains an oversight of workshop for all Chief Executives of the Group in early 2002 the risk management processes. conducted by the holding company and the Group Internal Auditors, Chief Executives of the subsidiaries are required to BOARD REVIEW OF SYSTEM OF INTERNAL CONTROL assess their state of internal controls in their respective companies The Board of CAHB reviews the system of internal control quarterly. using the questionaire designed by the Group internal auditors To assist the Board in the review of the internal controls systems, and report and provide due assurance to the holding company an Audit Committee of the Board is entrusted with the duties twice a year. with support from the Group Internal Audit Division. The Group Internal Auditors regularly audit the internal controls and risk Risk Management Frameworks had been instituted in the major management practices. The compliance unit/internal audit banking subsidiaries such as BCB, CIMB and PT Bank Niaga as well department of the major subsidiaries regularly reviews the as non banking subsidiaries such as AMAL Assurance Berhad compliance requirements of the regulatory authorities and ensure and CAFM. A separate section of the Annual Report will elaborate compliance by the management. The full Board meets at least on the risk management framework implemented at the major once quarterly and has a schedule of matters which is required to subsidiaries. be brought up for discussion thus ensuring that it maintains full and effective supervision over appropriate controls. 44 COMMERCE ASSET-HOLDING BERHAD (50841-W)
STATEMENT ON INTERNAL CONTROL as at 31 December 2002
AUDIT COMMITTEE INTERNAL AUDIT FUNCTION An independent non-executive Director chairs the Audit The Group Internal Audit Division (GIA) complies with the Committee of CAHB and two of the current other members are requirement of KLSE and BNM. The regulations emphasise on the accountants with experience both in the government sector internal auditors independence, objectivity and professional and as practicing accountant. The Audit Committee reviews proficiency. For the CAHB Group excluding the CIMB Group the financial performance, internal controls and findings of the and PT Bank Niaga Group, the internal audit function is carried internal auditors, external auditors and regulatory authorities out by the Internal Audit Division of BCB. In 2002, the CIMB Group and recommend appropriate qualification remedial action. The established a Strategic Risk and Compliance Unit (SRC) audit committee structure in terms of members and respective to assume CIMB Group’s internal audit functions and to act qualification meets the requirements of the KLSE Listing as the compliance unit. The GIA and SRC independently assesses Requirement. the adequacy of internal controls, effectiveness of risk management, controls and governance processes of the Up to December 2002, the Audit Committee of CAHB has met respective companies and reports directly to the Audit Committee six times on the following dates: and the Board of Directors. 25 January 2002 The core function of the internal auditors is to perform an 22 April 2002 independent appraisal of the Group’s activity, to provide assurance 7 June 2002 on the systems of internal control and to help management to 24 July 2002 maintain the best internal control system. The internal audit reports are reviewed by the Audit Committee. The Management 2 September 2002 is responsible to ensure that corrective actions on reported 24 October 2002 weaknesses are undertaken within an appropriate time frame.
The BCB Group, CIMB Group and AMAL have separate Audit INTERNAL CONTROL CULTURE Committees. The reports of these committees are forwarded to the audit committee of CAHB. Occasionally there is interaction The internal control culture of the Group is promoted via the between the CAHB Audit Committee and the subsidiaries’ audit introduction of various forms of Corporate Integrity Policy. This committees to discuss specific issues. For the other Malaysian amongst other things places emphasis on avoidance of conflict subsidiaries besides BCB, CIMB and AMAL, the Audit Committee of interest, misuse of position, confidentiality of information as role is undertaken by the CAHB Audit Committee. For our new well as fair and equal treatment of customers. Each operating Indonesian subsidiary, PT Bank Niaga, it currently complies with unit has an organisational structure with clearly defined lines of the Jakarta Stock Exchange Rules that the Chairman of the Audit responsibility and delegation of authorities. Employee Policies are Committee has to be an Independent Commissioner and the other in place at the operating companies and the holding company. two members are independent external parties who are currently Bumiputra-Commerce Bank is in the process of implementing Senior Partners of public accounting firms in Indonesia that are control risk self assessment. not auditing Bank Niaga. This statement was made in accordance with a Board of Directors resolution dated 25 March 2003. COMMERCE ASSET-HOLDING BERHAD (50841-W) 45
audit committee
The Audit Committee has been appointed to assist and support MEETINGS, MINUTES AND QUORUM the Board in discharging its duties in maintaining a sound system Meetings shall be held not less than four times a year and will of internal control. normally be attended by Management and Head of Group Internal Audit. The presence of external auditors is also requested if MEMBERSHIP necessary. Other Board members and management of subsidiaries will also attend meetings upon the invitation of the Audit The Audit Committee shall be appointed by the Board based on Committee. At least once a year , the Audit Committee shall meet candidates recommended by the Nomination and Remuneration with the external auditors without any management representative Committee. They will be appointed from among the Board on the Board present. The external auditors may request a meeting members and shall consist of not less than three members with if they consider it necessary. the majority being independent non- executive directors. The Chairman of the Audit Committee shall be an independent The Secretary of the Audit Committee shall be the Company non-executive director. Secretary. Minutes of each meeting shall be distributed to each member of the Board. The Chairman of the Audit Committee MEMBERS shall report on each meeting to the Board. The quorum is met by Mr Shuzaburo Eto resigned from the Board and Audit Committee the attendance of any two members. of CAHB on 6 February 2002. The members of the Audit Committee comprise the following: In 2002, there were 6 Audit Committee meetings. The details of attendance at the meetings are as follows: Tan Sri Asmat Kamaludin (Chairman) Independent non-executive director Tan Sri Asmat Kamaludin 6/6 En Mohd Salleh Mahmud Mr Shuzaburo Eto 1/1 Non-independent non-executive director En Mohd Salleh Mahmud 5/6 En Azizan Mohd Noor En Azizan Mohd Noor 3/3 Independent non-executive director
AUTHORITY En Mohd Salleh Mahmud and En Azizan Mohd Noor are the members of the Audit Committee who fulfill section 15.10(1)(c) The Audit Committee is authorised by the Board to investigate of the Kuala Lumpur Listing Requirements which requires a any activity within its terms of reference and shall have unrestricted qualified accountant as member of the Committee. access to both the internal and external auditors and to all employees of the Group. The Committee is also authorised En Mohd Salleh Mahmud is currently the Deputy Accountant by the Board to obtain external legal or other professional advice General (Management), Accountant General Office, Ministry of as necessary. Finance. En Azizan Mohd Noor was in practice for many years culminating in his appointment as Senior Partner in a public accounting firm. 46 COMMERCE ASSET-HOLDING BERHAD (50841-W)
AUDIT COMMITTEE
DUTIES AND RESPONSIBILITIES • To review the effectiveness of internal control systems. The primary goal of the Committee is to review the financial • To review the minutes of other audit committees within the condition of the Group, its internal controls, performance and Group and be satisfied that all matters arising therefrom findings of the internal auditors and to recommend appropriate are being appropriately addressed by these other audit remedial action. committees. • To consider any conflict of interest situation that may arise The primary duties and responsibilities of the Committee are within the listed issuer or group including any transaction as follows: procedure or course of conduct that raises question of • Ensure that the accounts are prepared in a timely and accurate management integrity. manner with frequent review of the adequacy of provisions • To consider the assistance given by the employees of the listed of commitments and contingencies and bad and doubtful issuer to the external auditor. debts. Review the Balance Sheet and Income Statement for • To perform any other functions as authorised by the Board. submission to the Board of Directors and ensure the prompt publication of financial statements. • Review internal controls, including the scope of the internal INTERNAL AUDIT FUNCTION audit programme, internal audit findings and recommend The Group Internal Audit Division (Group IAD) is the Group Internal action to be taken by Management. Audit Division of Bumiputra-Commerce Bank Group. The Board • To consider the appointment of external auditors and the will determine the remit of the internal audit function. It assists audit fee. CAHB in discharging its responsibilities and promoting the establishment of cost effectiveness controls. It will also provide • To discuss with the external auditors, prior to the commencement objective assurance and consulting activity. of audit, the nature and scope of audit and to ensure co-ordination of audit where more than one audit firm is involved. Among the key objectives for 2002 has been to provide assurance • To discuss problems and reservations arising from the external that risk exposures are understood and managed appropriately. audits and any matters the external auditors may wish to The Internal Audit Division undertakes an audit plan that is discuss (in the absence of management where necessary). reviewed by the Audit Committee. The audit plan will take into • To review the quarterly announcements to the Kuala Lumpur consideration the macro and micro risk environment, strategic Stock Exchange and year end financial statements before direction and objectives of the operating units. The internal audit submission to the Board focusing on reports prepared by the Division are deliberated by the Audit 1) Going concern assumption Committee and duly acted upon by Management. A total of 238 2) Compliance with accounting standards and regulatory audit reports were issued in 2002 with total assignments requirements amounting to 523. Continuous auditing is being carried out by 3) Any changes in accounting policies and practices the Virtual Audit Section mainly covering activities at BCB 4) Significant issues arising from the audit branches. The Group IAD also participated in special reviews and 5) Major subjective areas investigations. • To review the external auditors management letter and Moving forward, the Group IAD will strive to enhance its management’s response effectiveness in line with its mission of providing reasonable • To monitor related party transactions entered into by the assurance and consulting to assist the Group in achieving Company and the Group. its objectives. COMMERCE ASSET-HOLDING BERHAD (50841-W) 47
financial calendar
Friday, 1 March 2002 Announcement of audited consolidated results for the fourth quarter and year ended 31 December 2001, concurrently with a press/analyst briefing.
Thursday, 4 April 2002 Issue of notice of 45th Annual General Meeting, Notice of Books Closure, Annual Report for the financial year ended 31 December 2001 and Circular on proposed corporate proposals.
Friday, 26 April 2002 45th Annual General Meeting and Extraordinary General Meeting.
Thursday, 2 May 2002 Date of entitlement to the first and final dividend of 6 sen less income tax for the year ended 31 December 2001.
Monday, 13 May 2002 Announcement of the unaudited consolidated results for the financial quarter ended 31 March 2002.
Tuesday, 28 May 2002 Date of payment of the first and final dividend of 6 sen less income tax for the year ended 31 December 2001.
Monday, 17 June 2002 Full redemption of USD160 million nominal value 5 year zero coupon bonds (97/02 bonds).
Monday, 26 August 2002 CAHB shares traded and quoted ex-bonus pursuant to the proposed 1 for 1 bonus issue.
Thursday, 29 August 2002 Announcement of unaudited consolidated results for half year ended 30 June 2002.
Thursday, 12 September 2002 Listing and quotation of additional 1,287,599,630 new ordinary shares of RM1.00 each issued pursuant to the 1 for 1 Bonus Issue.
Friday, 1 November 2002 Extraordinary General Meeting to approve the listing of CIMB Berhad on the Main Board of KLSE and related proposals to the scheme.
Wednesday, 20 November 2002 Announcement of unaudited consolidated results for the nine months period ended 30 September 2002. 48 COMMERCE ASSET-HOLDING BERHAD (50841-W)
statement of directors’ responsibility in respect of the audited financial statements
The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the Group at the end of the financial year and of their results and cash flow for the financial year then ended.
In preparing the financial statements, the Directors have: • Considered the applicable approved Malaysian accounting standards • Adopted and consistently applied appropriate accounting policies • Made judgments and estimates that are prudent and reasonable
The Directors have responsibility for ensuring that the Company and the Group keep accounting records which disclose with reasonable accuracy the financial position of the Company and the Group and which enable them to ensure the financial statements comply with the Companies Act, 1965.
The Directors have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and the Group to prevent and detect fraud and other irregularities. COMMERCE ASSET-HOLDING BERHAD (50841-W) 49
economic outlook
1. WORLD ECONOMY GLOBAL: REAL GDP FORECAST (Y-O-Y % change)
After staging a robust recovery in the first three quarters of 2002 2003f 2002, the world economy began to lose steam towards the Revised Earlier end of the year as business confidence across the globe was dented by the heightened risk of an impending US-Iraq war. World 1.7 2.5 2.7 This is mostly notable in the US economy where investment US 0.8e 6.1 4.0 sentiments continued to be depressed as reflected in the Japan 2.5 2.6 0.8 slump in the country’s stock markets and the persistent Euro area 1.9 5.6 4.1 downward pressure in the value of the US dollar in the world East Asia 3.7 5.6 6.0 foreign exchange market. Forward-looking indicators suggest ASEAN 4.0 4.1 4.4
that a solid recovery this year may be slow to materialise, Source: World Bank, OECD Economic Outlook December 2002, Asian if the impact of the war is taken into consideration. In view of Development Bank’s Asia Economic Monitor - February 2003 these developments, the World Bank has revised downwards f forecast its projections for global GDP growth in 2003 to 2.5% from earlier estimate of 2.7% (2002: 1.7%). The revised growth projection was mainly on the back of expectation of slower 2. THE MALAYSIAN ECONOMY growth in the major industrial countries. While the global economic recovery was seen to have gone through a slowing down process in the second quarter of In the East Asian region, the stronger than anticipated recovery 2002, in Malaysia, the economic recovery has, in contrast seen in 2002 is likely to taper off somewhat in 2003 on the strengthened, driven largely by domestic activities. Real GDP back of the growing uncertainties in the external environment grew by 5.6% during the third quarter of 2002 after growing particularly the possibility of war in Iraq and the prospect of by 3.9% in the second quarter, bringing growth in the first a slower growth in the industrialised countries. With the nine months of the year to 3.5%. With growth in the final downside risks for the Asian economies intensifying, the Asian quarter of the year estimated to be at 5.4%, at best, real GDP Development Bank (ADB) has revised downward its 2003 is likely to grow by 4.0% in 2002, which falls at the lower end growth projection for the East Asian region to 5.6% from 6.0% of the Government’s projection of 4-5%. forecasted earlier. However, within the region, China is still expected to record the fastest rate of 7.5% during the year Going forward, with the outlook for the global economy following a growth of 8.0% estimated for 2002. The country’s becoming increasingly cloudy, the downside risks of the 2003 growth projection has been maintained as the country external environment to our economy has intensified further. is seen able to depend on its domestic economy to mitigate In announcing its Budget 2003, the government has the impact of a slowdown in the global economy. In the ASEAN appropriately addressed issues related to the vulnerability of region, real GDP is projected to grow by 4.1% in 2003, slower the Malaysian economy to uncertainties in the global than the growth of 4.4% projected earlier (4.0% in 2002). environment. Being a country highly dependent on trade, Malaysia is vulnerable to the economic performance of its trading partners. One of the thrusts of the Budget is to jump-start the feebling domestic sector through various measures and incentives and to find new sources of growth so as to reduce the high dependency on FDIs and exports. These measures/incentives, we believe will contribute towards stimulating private spending more in the medium and long-term rather than in the near term. Thus, the budget measures would only have a mild impact on the economy in the near term. An expansionary fiscal stance is still needed in the near term to support the economy until the private sector regains more strength. 50 COMMERCE ASSET-HOLDING BERHAD (50841-W)
ECONOMIC OUTLOOK
With the probability of war breaking out in Iraq on the rise, MALAYSIA: REAL GDP FORECAST (Y-O-Y % change)
the government has announced that it is in the midst of 2002 2003 formulating a comprehensive package to help cushion the Revised Earlier impact of external shocks on the domestic economy. In line with this, the government has set up ten special committees Government 4.0-5.0 – 6.0-6.5 to look into ten specific areas. The details of the measures MIER 4.0 – 5.7 are expected to be announced at the end of March when ADB 4.0 4.7 5.2 BNM released the 2002 Annual Report. Reuters Poll 4.2 5.1 5.3
As it is believed that the fiscal stimulus package to be On the supply side, the manufacturing sector, which is announced by the Government in March 2003 is likely to be projected to grow by about 6.0% in 2003 (4.4% in 2002), of a smaller scale, depending on the duration and severity of will be the key driver in generating economic growth during the war (compared with the additional fiscal stimulus the year. Within the sector, strong growth is still expected to measures in 2001), the budget deficit for 2003 is expected emanate from the export-oriented industries, in particular, to rise only slightly to 4.0% of GDP in 2003 from the earlier the electronics industry which is expected to gain momentum estimate of 3.9% of GDP made in September 2002 (4.7% in particularly in the second half of 2003, and this will spillover 2002). Thus, public sector spending will continue to make a to the supporting industries such as plastic, chemicals and substantial contribution to GDP growth in 2003. Public sector fabricated metals and machinery. At the same time, activities investment expenditure is expected to grow by 4.1% in 2003 of the domestic-oriented industries are expected to pick up (14.5% in 2002), while public sector consumption expenditure benefiting from the fiscal stimulus and low interest rate is expected to grow by 8.5% (4.7% in 2002). On the private regime. Manufacturers of construction-related products sector side, both investment and consumption expenditures remain to be the main beneficiary of the government’s are projected to grow by a higher rate of 5.1% and 4.5% stimulative policies. The construction sector is likely to grow respectively, against their growths of 1.8% and 4.3%, by 4.5% in 2003 (3.5% in 2002), benefiting from the ongoing respectively, in 2002. fiscal pump priming and public sector infrastructure projects in health and the education sub-sectors. After a slowdown in As the country’s economy is likely to be affected by the 2002, the agriculture sector is likely to recover in 2003 slowing global economic conditions, as reflected in the with a growth of 2.0% (0.9% in 2002), supported largely by a more modest projection for global economic growth, the revival in palm oil production. The mining sector is expected government is expected to revise downwards its real GDP to continue to grow at a modest pace of 2.5% in 2003 forecast for the year. We are looking at a real GDP growth of (1.9% in 2002) in response to increased demand for oil and 4.0-4.5% in 2003 as businesses are unlikely to make any gas as the economy recovers. The services sector will benefit aggressive expansionary move in the light of the current from the overall rebound in the general economy with a uncertainties on the economic and geo-political front. growth of 4.8% (4.0% in 2002). Prevailing uncertainties in the global environment seem to have affected business sentiments as reflected by the results of the survey conducted by the Malaysian Institute of Economic Research (MIER) as well as the Associated Chinese Chambers of Commerce and Industry of Malaysia (ACCCIM) recently. Both surveys revealed that manufacturers are unlikely to make substantial investments in the first half of the year. COMMERCE ASSET-HOLDING BERHAD (50841-W) 51
ECONOMIC OUTLOOK
Among the major infrastructure projects to be undertaken In the labour market, the country will continue to operate in 2003 include: under the full employment situation. The unemployment rate Ipoh-Padang Besar Double Railway Track which was at 3.6% in 2001 is expected to move up slightly to 3.7% in 2002 and may stabilize at about that level in 2003. Seremban-Johor Baru Double Railway Track East Coast Expressway (Phase 2) In the external sector, the merchandise balance is expected The National Sewerage project to record another round of surplus in 2003, slightly larger than the surplus of RM50.9 billion estimated in 2002, despite Pahang-Selangor interstate water transfer the likelihood that the growth in imports will exceed the Replacement of the Malaysia-Singapore causeway and growth in exports. The strong growth in exports is likely to be Customs, Immigration and Quarantine complex supported by the anticipated strong growth in earnings from Expansion of Port of Tanjung Pelepas the exports of palm oil, crude oil and natural gas and recovery in exports of manufactured goods. Upgrading of Senai airport Construction of Penang Link With inflation remaining under control, BNM will be able to Construction of schools, matriculation institutions, polytechnics, maintain its easy monetary policy to support business community colleges and teachers’ quarters. expansion and promote domestic demand. There is a need for the Government to continue to promote domestic Construction of 25 new hospitals, modification and upgrading demand given the uncertainties in the external environment. of existing hospitals and 383 health clinics in the rural areas. With the current account of the balance of payment likely to Construction of living quarters for armed forces, police remain in surplus in 2003 and given the still large surplus in personnel as well as other civil servants. the savings-investment gap position, the low interest rates regime is expected to be sustained at least until the first half Inflation is expected to remain relatively subdued, though of 2003. the consumer price index (CPI) is likely to increase by a higher rate of about 2.5% in 2003 compared with the increase of In the banking sector with real GDP expected to grow by about 1.9% estimated in 2002. General prices are expected to be 4.0-4.5% in 2003, loan growth can be expected to be in under mild pressure during the year following a faster recovery the region of 6-7%. momentum. Some pressure is likely to emanate from the producer price index (PPI) which has turned around to record positive growth since end 2001 after experiencing negative growth since mid-2000. However, imported inflation is expected to remain low, given the subdued inflation in the industrial economies. Source: BCB Economic Research Department 14 February 2003 52 COMMERCE ASSET-HOLDING BERHAD (50841-W) the Group that cares
CAHB, in spite of its many successful stories and achievements resolve, perseverance and passion. Their achievements and that seems to fulfil its goals and objectives of being the leading determinations were meant to serve as inspirations to fellow financial conglomerate in the country, and aspired to be, Malaysian to set out their goals and work hard towards regionally, is always aware of our obligations towards the society. achieving them. Besides striving to be the best in the most competitive and hard challenging corporate arena today, we will not be proud Themed, “Your success, Our inspiration” BCB’s aim of sponsoring until and unless we are given a chance to share a role in the program was to acknowledge and recognise those who participating and contributing to the well being of our society have achieved admirable levels of success in extraordinary in general. endeavours and those who have made a remarkable effort to achieve what others would consider unattainable. The sponsorship is consistent with BCB’s aspiration to become a financial services POTRET KEJAYAAN icon in Malaysia. It hopes this will help develop a strong Malaysian This objective has prompted companies under the CAHB group culture of commitment and passion for success. last year to be involved in many projects of such nature, one of which is “Potret Kejayaan”. This is a semi documentary program A home viewers contest was incorporated into the programme sponsored by Bumiputra-Commerce Bank (BCB), produced by to generate involvement and participation from Malaysian TV3. Due to an overwhelming response for the first season, public, with 2,109 entries received. The programme was aired it was extended to the second season featuring a total of on every Thursday, 10.30 pm starting on 18 July ending 10 31 personalities from all walks of life from within and outside October 2002. the country. Among them were the illustrious London-based shoe designer Datuk Jimmy Choo, founder of London based English Language college, SELS College, Datuk Yunus Rais, FORMULA ONE Siti Nurhaliza, Tan Sri S.M Salim., Chef Wan, Chong Lim, For the last three years it has become a tradition for BCB to a Malaysian musician based in Melbourne whose composition offer customers a chance to watch the yearly Formula One was used for the Sydney Olympic Game and constantly working (F1) event in Malaysia live by way of participating in a contest. with Kylie Minogue, Shimi a business woman in Vietnam and BCB organised and launched its slogan writing F1 Contest Wan Abdullah Salleh who set up his own gem stone business on 14 February 2002, in conjunction with the 4th Petronas in South Africa. Malaysian Grand Prix 2002. This follows the previous year’s success when BCB first launched the “Win Formula One Tickets” Contest These 30 minutes weekly episodes are heart warming and for its customers. The contest was organised to leverage on a inspiring, demonstrating good values and cultivating pride world-class event, which has won the pride of Malaysians, and it in being Malaysian, relating a variety of interesting stories of enabled BCB to make strong statement of its role in bringing their quest to achieve success. The interviews focused on the the world-class event closer to ordinary Malaysians with the struggle, hard work and challenges faced by these individuals objective of enriching consumer goodwill and brand equity. before realising their dreams. They have shown commitments, COMMERCE ASSET-HOLDING BERHAD (50841-W) 53
THE GROUP THAT CARES
Customers were only required to complete a simple slogan, “My friend and I want to experience Formula One with BCB because…”. Four hundred and fifty winners were selected based on the most creative slogan. Each winner was given two Hill Stand tickets worth RM100 each to watch the final race day of the Petronas Malaysia Grand Prix 2002 on 17 March 2002.
Malaysia has successfully staged the Formula One event on 21- 23 March 2003. Due to the overwhelming response and great success achieved in the 2001 and 2002 F1’s, BCB organised the contest again.
MATH AND SCIENCE IN ENGLISH CAMPAIGN The Commerce Group accepted the request in sponsoring an advertising campaign on the teaching of Science and Mathematics in English initiated by Prime Minister’s Department. Our involvement sends a significant message that our group cares about the success of the nation, helping develop acceptance and endearment for the group, especially BCB. It also helps power the government’s message on importance of access to knowledge through English and forge stronger relationship with the current administration, our main clients.
Various advertising campaigns were launched. The print campaign was launched in a full colour full-page ads commencing on 6 January, leveraging on the fact that our children will shape the future and must have access to knowledge through the learning of Science and Mathematics in English to compete in a global world. The ads were executed in four languages, Bahasa Melayu, English, Tamil and Mandarin. It carries a visual of primary school children absorbed in the classroom with the learning of science. Sponsorship was jointly shared between PM’s campaign tagline “Math and Science in English - Connecting BCB, CIMB and CAHB. Malaysia to the world of science information and technology” and the Bank Corporate end supers “Ensuring the Future” The TV Commercial 60 second involved variety of candid heart (Menjamin masa depan) was included in all materials. Thirty warming shots of children in various cute & memorable antics thousands full colour poster adapted from our print ad, in four at school. The super-titles used are: Today they face school. languages with BCB’s sign-off and our “Ensuring the Future” Tomorrow they face a globalised world. Can we do more for campaign slogan, were distributed to 10,000 schools to be them? Learn Maths and Science in English. displayed on notice boards, canteens, libraries and resource centres. The posters were printed and distributed by the Two radio campaigns in vernacular languages were also executed. Ministry of Education. A 60 second jingle on “Janji Kami” is a lovely song comprising lyrics that promote the learning of Maths and Science in English DEBATE SPONSOR AND DONATION sung by children in Bahasa. Sinus or “resdung” was conversation between father and daughter on how to cure sinus based on The Group is also proud to state that we are actively involved the information found in the Internet. This was executed in the in sponsoring events of international and national significant, four languages for the various radio stations. beside the numerous donations channelled to schools to support their various social activities, and needy welfare institutions 54 COMMERCE ASSET-HOLDING BERHAD (50841-W)
THE GROUP THAT CARES
to help the unfortunate. A generous allocation of RM2 million The Non-Aligned Movement’s Business Forum on South-South was provided under this donation last year. Also in January Cooperation was intended to strengthen business and economic this year, BCB contributed RM10,000 to co-sponsor the Sixth cooperation among countries of the South. The Business Forum ASEAN Inter-Varsities Debating Competition. The competition held alongside the NAM Leaders Summit brought together finals and closing ceremony was held at Dewan Seri Negeri, entrepreneurs, captains of industry, professionals and corporate Ayer Keroh, Malacca on 11 January 2003. managers to discuss opportunities for business collaboration, trade links and smart partnerships. CIMB presented papers on “Rebuilding Competitiveness, Sustaining Economic Growth - A MALAYSIAN ASPIRATIONS & ACHIEVEMENTS Future Model for Cooperation and Development” and “Growth SPONSORSHIP Malaysian Market Intermediaries & Relevance to the Non- As part of CIMB’s objective in contributing to the community, Aligned Movement (NAM) countries”. in July this year, CIMB sponsored the third season of Malaysia’s Aspirations and Achievements (MAA) programme that was aired on NTV7. The Malaysians portrayed in these series were DONATING PROGRAMME RIGHTS TO MERCY from various background and professions, also citing stories of The sponsorship for Mercy involved an episode aired in July how they succeeded in achieving their goals despite the system 2002 on NTV7, that highlighted the efforts of Mercy and the and resistance they faced. individuals behind it in providing Medical and humanitarian aid to the underprivileged in Malaysia, but more notably in The programme chronicles the struggles and successes of Afghanistan and Laos. The copyright sponsorship, together individuals or groups of people in their chosen fields and with a donation of 1000 VCD copies of Mercy’s MAA episode, professions. As all the episodes had their own stories to tell, will enable it to further promote Mercy’s cause. Mercy is a some are more memorable, such as the noble initiative taken non-profit medical relief organisation, established in June 1999, by MERCY Malaysia in providing humanitarian and medical dedicated to providing humanitarian services in crisis and aid to underprivileged within and outside Malaysia but more non-crisis situations, irrespective of race, religion, culture and notably for their work in Afghanistan and Laos. We showcased boundary. Driven back the objective of giving back to the the commendable effort shown by individuals and groups community, CIMB is structuring programmes to encourage of people who had chosen to work in causes that to many of us voluntary participation by its employees in various causes. are quite far fetched, such as involvement as AIDS Social workers.
CIMB’S KEY SPONSORSHIP & DONATIONS We also featured Badan Warisan and their efforts in preserving our national heritage. The Edge Annual Rat Race 2002 The Edge’s Annual Rat Race was held on 13 August 2003 at We also portrayed talented individuals like Joe Hafsham, Patrick the grounds of KLSE. CIMB sponsored one team for the event. Teoh, Jo Kukatas and Faridah Merican who has taken the road less travelled in making a difference to the entertainment industry ASLI CAPITAL MARKET SUMMIT 2002 in Malaysia. Our highlight episode showed the accomplishments The Annual Malaysian Capital Market Summit was held on of our very own Prime Minister, Y.A.B. Dato’ Seri Dr Mahathir 30 & 31 July 2002 at Nikko Hotel, Kuala Lumpur. The theme of Mohammed. the summit was “ Bouncing Back - Rerating Malaysian Bonds and Equities”. The summit enabled a robust and open NAM BUSINESS FORUM discussion of critical issues impacting the development and Non-Aligned Movement’s Business Forum on South-South growth of the capital market in Malaysia. The summit was Cooperation was held on 23 and 24 February 2003. CIMB was officiated by the Executive Director of the National Economic one of the event partners and main sponsors of the event. The Action Council, Dato’ Mustapa Mohamed. CIMB was one of the Business Forum was organised by ASLI in association with the main sponsors/event partners. En Nazir Razak, Chief Executive Malaysian Ministry of Foreign Affairs and the Malaysian South- of CIMB presented a paper on “Impact of Globalisation on South Association (MASSA). the Capital Market - “Benchmarking Best Practise to Cope with Global and Regional Competitiveness”. COMMERCE ASSET-HOLDING BERHAD (50841-W) 55
human resource transformation project (HRTP) and e-HR: a human resource initiative
Always aware that managing performance is key to maintaining competitiveness, BCB once again is set to meet the business challenges of increased competition, changes in customer expectation, globalisation, mergers and acquisition, when it formulated the HR Initiative 2003. The initiative focused on three key areas i.e Productivity improvement, Service quality, and Reduction of operational cost. As rightly stated by the BCB’s ED and COO, that the only way forward is to start measuring productivity, and measuring group productivity will have to start from the grassroots level, i.e the individual level. Measuring individual performance is also crucial in ensuring group performance and productivity.
Productivity comes with reward, and reward cannot come without measurement. Two very important initiatives HR is currently embarking on to improve productivity - HRTP and e-HR - are aimed at ensuring that BCB remain competitive. HRTP is aimed at improving effectiveness, and e-HR at efficiency. HRTP is the enabler for greater effectiveness. It aims to transform employees to be better able to assimilate a culture that is performance-driven, by creating a meaningful and rewarding work environment for the employees. It will also enable BCB to better manage the four components of effective HR Delivery - Acquiring, Compensating, Developing and Managing Employees - to create performance-driven employees and improve BCB’s performance.
The project scope encompasses: • Policy enhancement • System and delivery of services • Quality assurance
e-HR is on the other hand, the enabler for greater efficiency. The Project is part of the larger picture to transform BCB into being fully automated so as to increase internal efficiencies. This will eventually result in better service and delivery. e-HR focuses on: • Timely update of data • Automated administration reports • Linkages between applications
The challenges demand that in order for BCB to stay competitive, it needs to improve our efficiencies and effectiveness. 56 COMMERCE ASSET-HOLDING BERHAD (50841-W) investor information
Commerce Asset-Holding Berhad’s Acquisition of Bank Bumiputra Malaysia Berhad and the Composite Merger Scheme was ranked third best Asian M&A Deal by Finance Asia Magazine.
In the cover story for the October 2002 issue of the regional publication Finance Asia entitled “Asian M&A Report Card - the Best and Worst M&A Deals”, the Commerce Asset-Holding Berhad acquisition of Bank Bumiputra and the Composite Merger Scheme that led to the creation of Bumiputra-Commerce Bank was cited as the third (3) most successful Merger & Acquisition (M&A) deal in Asia for transactions since 1997 in terms of value creation. The finding was a result of a study involving 42 deals and total value of the transactions in the sample was USD74.523 billion. The final 42 deals were filtered down from an initial base of 2,290 deals after elimination based on certain set criteria such as deals under consideration must be in excess of USD200 million and bidder has to be listed and based in Asia.
The main methodology was to examine shareholders returns since acquisition with the focus being on market capitalisation at various set timelines pre and post acquisition and the relevant percentage returns which was either positive or negative. The most successful deal named by the magazine was the merger of Kookmin Bank with H&CB of Korea followed by the acquisition of POSBank by DBS of Singapore in second place.
The Group is honoured to have been ranked third best among major merger and acquisition deals in Asia in terms of value creation. Being one of the first local Banking group to embark in the domestic merger exercise, Bumiputra-Commerce Bank is now well positioned to respond to key strategic and operational challenges. This recognition will spur BCB and the Commerce Group to strive further to attain excellence and enhance our position as a leading financial services group in Malaysia. For our employees, their hard work and diligence since the merger has in some ways been recognised and this recognition should spur us to greater heights.
BCB has embarked on some key transformation initiatives to face the challenges of a highly competitive environment. These include the operating structure, information technology, human resources, retail business, integrated risk management framework and the outsourcing of non-core activities.
About Finance Asia: Has a readership of around 60,000 comprising key decision makers comprising Chief Financial Officers, investors and bankers. The highly regarded Hong Kong based magazine monitors and analyses developments in the Asian financial markets uncovering trends among others in Asia’s debt and equity markets, fund management, M&A, trade finance and corporate finance. COMMERCE ASSET-HOLDING BERHAD (50841-W) 57 setting thepace We aspire to lead the way and seize new opportunities in a fast-globalising environment. As an integral part of a growing regional community, the Group will continue to build momentum. 58 COMMERCE ASSET-HOLDING BERHAD (50841-W)
CAHB Group 2002 calendar of corporate events
CAHBa
4 February 28 August Corporate presentation at Salamon Smith Barney’s Malaysia CAHB signed a Share Sale Agreement with UFJ Bank Ltd of Investment Summit in New York. Japan to acquire UFJ’s entire 7.61% stake in CIMB for a total cash consideration of RM102,252,480. 7 February Road show in London organised by ING. 12 September Submitted final non-binding bid for the proposed acquisition 14 March of a 51% stake in PT Bank Niaga from the Indonesian Bank Road show in Singapore organised by CLSA. Restructuring Agency (IBRA).
26 April 2 October Annual General Meeting and Extraordinary General Meeting CAHB signed a Share Sale Agreement with Bank Pertanian held at Nusantara Ballroom, Sheraton Imperial Hotel. Malaysia (BPM) to acquire BPM’s entire 11.70% stake in CIMB for a total purchase consideration of RM157,213,188. 26-27 April CAHB Group Directors Retreat at Renaissance Palm Garden, a 1 November Putrajaya. CAHB EGM on the Proposed Listing of CIMB Berhad on the Main Board of the Kuala Lumpur Stock Exchange and related 21 May resolutions held at the Auditorium, BCB headquarters. Participated in Investor Conference organised by CLSA in Hong Kong. 8 November Signing of conditional SPA between CAHB and the Republic of 10 June Indonesia acting through the Indonesian Bank Restructuring Announced the proposed listing of CIMB Berhad on the Main Agency (IBRA) for the proposed acquisition of a 51% stake in Board of KLSE subject to regulatory and shareholder approvals. PT Bank Niaga with the purchase consideration amounting to IDR1,057.35 billion (approximately RM439.1 million). 8-9 July Participated in Deutsche Bank’s Asia Pacific Financial Institutions 22 November Conference in London and investor meetings in Edinburgh. Completion of the proposed acquisition of a 51% stake in PT Bank Niaga by CAHB from the Republic of Indonesia acting through the Indonesian Bank Restructuring Agency (IBRA). COMMERCE ASSET-HOLDING BERHAD (50841-W) 59
CAHB GROUP 2002 CALENDAR OF CORPORATE EVENTS
BCBbcd
26 January 9 May BCB’s Putrajaya Branch was opened to serve more customers BCB launched its e-Procurement Network. This breakthrough at this newly established administrative government complex. in the e-Procurement Network showcases its tight integration to payments and financing that makes it Malaysia’s first 7 February e-procurement solution complete with straight-through, Two Retail Service Outlets were opened in Midlands 1 Stop back-end banking transaction. Centre and Bukit Jambul in Penang bringing extended banking hours to residence in the vicinity. 23 May BCB launched the SMS Recharge Service for Celcom prepaid 26 February users, marking BCB’s foray into mobile banking. For the first BCB’s Retail Service Outlet opened at the Multimedia University time ever, Celcom customers can recharge their prepaid in Cyberjaya. services from anywhere, anytime by leveraging BCB’s technology capabilities. b 17 March As the world looks towards Malaysia when the F1 is staged, d 5 July 1,000 customers and staff of BCB watched the fastest race BCB became the first bank to offer Malaysians ATM application at Sepang International Circuit. BCB extended its support by for MyKad, the government’s multi-purpose smart card, after launching Bumiputra-Commerce F1 Contest that gave customers the facility was officially launched by YB Dato’ Zainal Abidin an opportunity to win 1,000 free tickets to the race. It received Zain, Deputy Minister of Home Affairs at Putrajaya. overwhelming response. c 16 April BCB and Employees Provident Fund jointly launched Internet Payment through BizChannel. This initiative was undertaken by the I-Commerce Department to introduce new on-line payment for EPF contributions targeted at e-payroll administrators. 60 COMMERCE ASSET-HOLDING BERHAD (50841-W)
CAHB GROUP 2002 CALENDAR OF CORPORATE EVENTS
BCBefg
e 10 July 8 October BCB held a signing ceremony with Oracle to introduce e-HR BCB and TM Touch jointly launched a Mobile Banking and to enrich its human capital through empowerment, making payment service via secure SMS. Officiated by YB Datuk Leo HR management more strategic and timely. Moggie, Minister of Energy, Communications and Multimedia, BCB’s mobile banking offers the most number of payment f 11 July options. BCB sponsored “Potret Kejayaan 2”, a popular TV3 documentary presenting compelling success stories of ordinary Malaysians. g 29 October BCB introduced a contest for home viewers to win cash prizes BCB extended its ATMs to 10 ProJET Super Petrol Stations with offered by BCB. BCB’s involvement demonstrated its corporate a launching ceremony at ProJET’s Desa Sri Hartamas station. values of nurturing success for Malaysians. BCB allocated RM40 million to enhance its ATM system and hardware to incorporate the latest safety features, ensuring customers greater security and convenience in conducting ATM transactions. COMMERCE ASSET-HOLDING BERHAD (50841-W) 61
CAHB GROUP 2002 CALENDAR OF CORPORATE EVENTS
CIMBh Berhad
1 January 2 October Investment banking organisational structure introduced for Signing of Share Sale Agreement between CAHB and BPM on sale Commerce International Merchant Bankers Berhad. of 11.7% equity in Commerce International Merchant Bankers Berhad (equivalent to 37,342,800 shares) from BPM to CAHB. 20 March Launch of CIMB Private Banking Division. h 8 October Launch of Muamalat Fund 1 by CIMB Private Equity Division. 11 June The launch was officiated by YB Dato’ Seri Rafidah Aziz, Incorporation of CIMB Berhad as the proposed listing vehicle. Minister of International Trade and Industry.
17 June 1 November Conversion of business of ShareTech Securities Sdn Bhd into EGM of CAHB to approve proposed Listing of CIMB Berhad through CIMB Securities Sdn Bhd (Labuan Branch). Restricted Offer for Sale to minority shareholders of CAHB.
30 - 31 July 11 November CIMB was one of the lead sponsors of the Malaysian Capital Execution of Underwriting Agreement between CAHB, OSK Market Summit 2002 organised by ASLI. Securities Berhad and AmMerchant Bank Berhad as Joint Managing Underwriters and 15 other underwriters for the 28 August 128,785,000 shares of CIMB Berhad offered to the public Signing of Share Sale Agreement between CAHB and UFJ on shareholders of CAHB in conjunction with the proposed listing sale of 7.61% equity in Commerce International Merchant Bankers of CIMB Berhad. Berhad (equivalent to 24,288,000 shares) from BPM to CAHB. 22 - 23 November 4 September CIMB held its Annual Management Dialogue (AMD) at the Completion of Sale of 24,288,000 Commerce International Putrajaya Marriott. Board Members and senior management of Merchant Bankers Berhad shares from UFJ to CAHB. CIMB attended the dialogue. 62 COMMERCE ASSET-HOLDING BERHAD (50841-W)
CAHB GROUP 2002 CALENDAR OF CORPORATE EVENTS CIMB Berhad i
26 November Completion of Sale of 37,342,800 Commerce International Merchant Bankers Berhad shares from BPM to CAHB.
27 November Signing and Completion of Share Sale Agreement for sale of 100% equity in Commerce International Merchant Bankers Berhad (equivalent to 319,242,000 shares) from CAHB to CIMB Berhad, for a total purchase consideration of RM1,343,703,288, which was satisfied by the issuance of 849,999,998 new ordinary shares of CIMB Berhad at an issue price of RM1.58 a share.
Increase in issued and paid-up capital of CIMB Berhad from RM 2.00 to RM850,000,000 and allotment of 849,999,998 CIMB Berhad shares to CAHB
28 November Completion of Sale of 4.99% equity in CIMB Berhad (equivalent to 42,415,000 shares) from CAHB to BPM. i 2 December Launch of prospectus in conjunction with proposed listing of CIMB Berhad. The launch was officiated by YBhg Dato’ Mustapa Mohamed, Executive Director of the NEAC.
18 December Last date for application and payment of shares in conjunction with proposed listing of CIMB Berhad. COMMERCE ASSET-HOLDING BERHAD (50841-W) 63
CAHB GROUP 2002 CALENDAR OF CORPORATE EVENTS AMAL Assurance Bhd
Date Activities Details
19 January LIAM Day Organised the 12th Life Insurance Day for LIAM, held in Kelantan.
3 February KL Tower International As the official sponsor for the event, which was organised by KL Tower Jump 2002 in conjunction with Federal Territory Day.
25 February MOU between AMAL and A signing ceremony and launching of the first Motocross team sponsored by AMAL. TEAM AMAL Assurance
11 - 13 March Mambong Expedition Participated as the official sponsor in the 4x4 XPDC Mambong 2002, which was organised by Majlis Sukan 4x4 Jabatan Penyiaran Malaysia, RTM.
30 April Launching of The event was held at Maktab Kerjasama Malaysia (MKM). The cyber room Bilik Cyber AMALwas sponsored by AMAL to provide the necessary knowledge and skills to its cooperative clients.
24 July Book Campaign 2002 A campaign jointly organised by The Star and Alam Flora, to help rehabilitate the inmates of Kajang Prison. AMAL became one of the corporate companies that help to contribute to the cause.
17 July Jeram Besu - Organised by Human Resource department with the collaboration of the AMAL White water rafting Thrillseekers Experiential Program (ATEG) trainers for the newly promoted staff of AMAL.
03 August AMAL 10th Anniversary In conjunction with AMAL’s 10th Anniversary, a dinner was organised to appreciate Dinner staff of AMAL.
30 - 31 August AMAL 10th Anniversary In conjunction with the celebration of AMAL’s 10th Anniversary, AMAL took the Motocross Carnival opportunity to sponsor the Motocross Carnival at Sepang.
15 September AMAL Golf Tournament AMAL organised a golf tournament at Bukit Unggul Golf and Country Resort for its BCB & BCF clients.
20 - 21 September Koperasi BOD Seminar A 2 day-1 night program was organised by Group department for its clients to further enhance business relations besides enabling AMAL to penetrate more business potentials from the Koperasi group.
25 - 27 October 4x4 Expedition - Jeram Participated in the event as the official sponsor to enhance the branding strategy Berungut Trail 2002 of AMAL and its thrillseeker culture. It was organised by Majlis Sukan 4x4 Jabatan Penyiaran Malaysia, RTM.
1 November Launching of Fara’id The newly launched service, Faraid Counselling was first introduced to the country Counselling Service and by AMAL Assurance Bhd. The service is currently offered to the Koperasi market to Koperasi Seminar cater to the needs of a Muslim member. The service offers a secured, reliable distribution of insurance claim to the beneficiaries according to the Islamic Faraid Law. The service was managed by the Advisory Council.
13 November Majlis Iftar AMALOrganised a buka puasa for orphans from Rumah Darul ‘Izzah, together with AMALites at Plaza Hotel. 64 COMMERCE ASSET-HOLDING BERHAD (50841-W)
CAHB GROUP 2002 CALENDAR OF CORPORATE EVENTS CTB & CAFM
1 January 24 July CTB achieved RM1 billion in funds under management as at Official launch of CAFM Corporate Logo & Website was held end of December 2001 whilst CAFM hit the RM2 billion mark at Sheraton Imperial. This was followed by luncheon talk for combined funds under management. by the Partner of PricewaterhouseCoopers, Malaysia on “Accounting Misrepresentation - In the Wake of Enron and 18 February WorldCom”. The event was a success with good turn out from The Edge-Lipper Malaysian Unit Trust Awards 2001 saw the both clients and the media. Balanced Returns Fund clinched the Best Performing Fund for Mixed Asset Balanced Sector for 3 Year Performance. 5 September CTB website goes on line. 7 March The address is www.commercetrust.com.my CAFM was awarded the “Malaysian Institutional Fund Manager Communications for the year 2001” by Watson Wyatt Worldwide. 1 November CTB’s Penang Office was officially opened. 9 May At the unitholder’s meeting, CTB had received unanimous 9 November approval from CTB Unit Trust and CTB Prime unitholders to Management and Heads of Departments met up at Cyberview merge the funds with Future Goals Fund. With this, it became Lodge Resort for an offsite Strategy Meeting. The theme one of the first unit trust companies to merge the funds. was ‘Planning For Growth’ with the objective ‘To Become The Number One Investment Management Company In Malaysia’. 6 July CAFM Golf Challenge 2002 was held at Tropicana Golf and Country Club. The event saw participants from both CTB and CAFM customers and also Director, Management and Staff of both companies.
Commerce-Ventures
Events Date & Venue
Commerce-Asset Ventures Annual Conference 2002 16 - 18 January 2002, Lone Pine Hotel, Pulau Pinang.
Commerce-Asset Ventures Inaugural Dinner 26 January 2002, The Mines Beach Resort Hotel, Selangor.
CeBit Asia 2002 2 - 5 September 2002, Shanghai, China.
BioMalaysia 2002, International Biotechnology Symposium, 1 - 4 October 2002, Putra World Trade Center, Kuala Lumpur. Exhibition & Business Partnering
SSM Corporate Director Training Programme for 30 - 31 October 2002, Concorde Hotel, Kuala Lumpur. Commerce-Asset Ventures Group and Investees companies COMMERCE ASSET-HOLDING BERHAD (50841-W) 65
reports and financial statements for the year ended 31 December 2002
66 directors’ report 71 statement by directors 71 statutory declaration 72 report of the auditors
73 consolidated balance sheet 74 consolidated income statement 75 company balance sheet
76 company income statement 77 consolidated statement of changes in equity
79 company statement of changes in equity 80 consolidated cash flow statement 82 company cash flow statement
84 summary of significant accounting policies 91 notes to the financial statements 66 COMMERCE ASSET-HOLDING BERHAD (50841-W) directors’ report for the financial year ended 31 December 2002
The Directors have pleasure in submitting their annual report to the members together with the audited financial statements of the Group and the Company for the financial year ended 31 December 2002.
PRINCIPAL ACTIVITIES The principal activities of the Company are those of investment holding, management company, property management, provision of consultancy services and dealing in securities. The principal activities of the subsidiaries are set out in Note 9 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year other than EPIC-I Sdn Bhd which has commenced operations during the financial year and its principal activity is that of provision of outsourcing services.
FINANCIAL RESULTS The Group The Company RM’000 RM’000
Profit before taxation and zakat 747,575 45,408 Taxation (153,392) (6,161) Share of tax of associates (1,855) – Zakat (2) –
Net profit for the financial year before minority interests 592,326 39,247
DIVIDENDS The dividends paid, declared or proposed since the end of the Company’s previous financial year were as follows: RM’000
(a) In respect of the financial year ended 31 December 2001 As proposed in the report of the Directors for that year, a first and final dividend of 6 sen gross per ordinary share less tax at 28%, paid on 28 May 2002. 55,118
(b) In respect of the financial year ended 31 December 2002 A first and final dividend of 4.5 sen gross per ordinary share less tax at 28% and 0.5 sen per ordinary share tax exempt, on the enlarged share capital after the bonus issue which, subject to the approval of members at the forthcoming Annual General Meeting of the Company, is payable on a date to be determined by the Board of Directors. 96,018
RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statements. COMMERCE ASSET-HOLDING BERHAD (50841-W) 67
DIRECTORS’ REPORT
for the financial year ended 31 December 2002
ISSUE OF SHARES During the financial year, the issued and fully paid ordinary share capital was increased from 1,184,647,000 to 2,586,290,000 ordinary shares of RM1.00 each by the issue of: Number of shares (‘000) Purpose of issue Class of issue Term of issue
1,287,600 Bonus issue Ordinary One new ordinary share of RM1 each for every one existing ordinary share of RM1 each held 28,250Exercise of Employee Share Option Scheme (ESOS) Ordinary At premium of RM5.92 per share 63 Exercise of Employee Share Option Scheme (ESOS) Ordinary At premium of RM5.80 per share 6,101 Exercise of Employee Share Option Scheme (ESOS) Ordinary At premium of RM7.28 per share 79,629 Exercise of Warrants Ordinary At premium of RM6.45 per share
The newly issued shares rank pari passu in all respects with the existing issued shares.
EMPLOYEE SHARE OPTION SCHEME The Company implemented a new Employee Share Option Scheme (“ESOS 2002/2007”) on 20 November 2002. The previous ESOS (“ESOS 1997/2002”) expired on 20 June 2002. The ESOS 2002/2007 is governed by the by-laws which were approved by the shareholders on 26 April 2002.
The main features of the ESOS 2002/2007 scheme are: (a) Eligible persons are employees of the Group who have been in the employment of the Group (excluding CIMB Berhad Group and CAHB’s associate companies’ employees) when an offer is made in writing to an employee to participate in the Scheme. The eligibility for participation in the Scheme shall be at the discretion of the Board of Directors.
(b) The total number of new ordinary shares available under the Scheme shall not exceed 10% of the total issued and paid-up share capital of the Company at any point of time during the existence of the Scheme, which shall be in force for a period of five years, expiring 19 November 2007 or any extension thereof.
(c) No option shall be granted for less than 1,000 shares and shall always be in multiples of 1,000 ordinary shares.
(d) The subscription price for each RM1.00 share shall be the average of the mean market quotation of the shares of the Company as shown in the Daily Official List issued by The Kuala Lumpur Stock Exchange for the five market days preceding the offer date, provided that subscription price shall in no event be less than the par value of the ordinary shares of the Company.
(e) The consideration is payable in full on application. The options granted do not confer any right to participate in any share issue of any other company.
On 22 November 2002, 211,448,000 share options were offered at an option price of RM3.13 to eligible employees. 68 COMMERCE ASSET-HOLDING BERHAD (50841-W)
DIRECTORS’ REPORT for the financial year ended 31 December 2002
SHARE BUYBACK The shareholders of the Company, via an ordinary resolution passed at the Annual General Meeting held on 26 April 2002, approved the Company’s plan and mandate to authorise the Directors of the Company to buy back its own shares up to 10% of existing total paid-up share capital. The Directors of the Company are committed to enhance the value of the Company to its shareholders and believe that the share buyback can be applied in the best interests of the Company and its shareholders.
During the financial year, the Company bought back 7,863,000 shares, as stated in Note 24 to the financial statements at an average price of RM3.06 per share from the open market using internally generated funds. As at balance sheet date, the Company has bought back a total of 18,954,000 shares. None of the shares were cancelled or resold. As at 31 December 2002, these shares were held as treasury shares. Accordingly, the adjusted issued and paid-up share capital of the Company with voting rights as at 31 December 2002 was 2,567,336,000 shares.
The shares purchased are held as treasury shares in accordance with the provisions of Section 67A of the Companies Act, 1965.
DIRECTORS The Directors of the Company who have held office since the date of the last report and at the date of this report are as follows: Dato’ Mohd Desa Pachi Tan Sri Datuk Asmat Kamaludin Dr. Rozali Mohamed Ali Dato’ Anwar Aji Mohd Salleh Mahmud Masayuki Kunishige (appointed on 24 May 2002) Azizan Mohd Noor (appointed on 6 June 2002)
In accordance with Article 94 of the Articles of Association, Dato’ Mohd Desa Pachi and Dr. Rozali Mohamed Ali, retire from the Board at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.
In accordance with Article 99 of the Articles of Association, Azizan Mohd Noor and Masayuki Kunishige, retire from the Board at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.
DIRECTORS’ BENEFITS During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, other than the Company’s Employee Share Option Scheme (see Note 22 to the financial statements).
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than directors’ remuneration disclosed in Note 30 to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest. COMMERCE ASSET-HOLDING BERHAD (50841-W) 69
DIRECTORS’ REPORT
for the financial year ended 31 December 2002
DIRECTORS’ INTERESTS IN SHARES, WARRANTS AND EMPLOYEE SHARE OPTION SCHEME According to the Register of Directors’ Shareholdings, the Directors’ beneficial interests in the Shares, Warrants and Share Option of the Company and its subsidiary during the financial year are as follows: No. of Ordinary Shares of RM1 each
Conversion/ As at Bonus issue/ As at 1 JanuaryBought Sold 31 December
Commerce Asset-Holding Berhad Dr. Rozali Mohamed Ali – direct 2,400 502,400 (100,000) 404,800 Tan Sri Datuk Asmat Kamaludin – indirect – 30,000 – 30,000
CIMB Berhad Dato’ Mohd Desa Pachi – 200,000* – 200,000 Tan Sri Datuk Asmat Kamaludin – 50,000* – 50,000 Dr. Rozali Mohamed Ali – 150,000* – 150,000 Dato’ Anwar Aji – 100,000* – 100,000 Mohd Salleh Mahmud – 50,000* – 50,000 Azizan Mohd Noor – 50,000* – 50,000
* deemed interest by virtue of Section 6A (6) of the Companies Act, 1965.
No. of Warrants
As at Lapsed on As at 1 JanuaryExercised 16 March 31 December
Dr. Rozali Mohamed Ali – direct 100,000 (100,000) – – Tan Sri Datuk Asmat Kamaludin – indirect 15,000 (15,000) – –
No. of Employees’ Share Option
As at Lapsed on As at 1 JanuaryExercised 20 June 31 December
Dr. Rozali Mohamed Ali – direct 200,000** (200,000) – –
** At subscription price of RM6.92 per share
None of the other Directors in office at the end of the financial year held any interest in the Shares, Warrants and Employee Share Option of the Company and its subsidiaries during the financial year. 70 COMMERCE ASSET-HOLDING BERHAD (50841-W)
DIRECTORS’ REPORT for the financial year ended 31 December 2002
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS Before the income statements and balance sheets were made out, the Directors took reasonable steps: (a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and (b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business, their values as shown in the accounting records of the Group and Company had been written down to an amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances: (a) which would render the amounts written off for bad debts or the amount of the provisions for doubtful debts in the financial statements of the Group and Company inadequate to any substantial extent; or (b) which would render the values attributed to current assets in the financial statements of the Group and Company misleading; or (c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and Company misleading or inappropriate.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and Company to meet their obligations when they fall due.
At the date of this report, there does not exist: (a) any charge on the assets of the Group or Company which has arisen since the end of the financial year which secures the liability of any other person; or (b) any contingent liability of the Group or Company other than disclosed in Note 35 to the financial statements which has arisen since the end of the financial year other than in the ordinary course of business.
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading.
In the opinion of the Directors: (a) the results of the Group’s and Company’s operations for the financial year were not substantially affected by any item, transaction or event of a material and unusual nature except as disclosed in Note 40 to the financial statements; and (b) except as disclosed in Note 41 to the financial statements, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group or Company for the financial year in which this report is made.
AUDITORS The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.
Signed on behalf of the Board of Directors in accordance with their resolution.
Dato’ Mohd Desa Pachi Dr. Rozali Mohamed Ali Director Director
Kuala Lumpur 25 March 2003 COMMERCE ASSET-HOLDING BERHAD (50841-W) 71
statement by directors
pursuant to section 169(15) of the Companies Act, 1965
We, Dato’ Mohd Desa Pachi and Dr. Rozali Mohamed Ali, two of the Directors of Commerce Asset-Holding Berhad, state that, in the opinion of the Directors, the financial statements set out on pages 73 to 157 are drawn up so as to give a true and fair view of the state of affairs of the Group and Company as at 31 December 2002 and of the results and cash flows of the Group and Company for the financial year ended on that date in accordance with the applicable approved accounting standards in Malaysia, Bank Negara Malaysia Guidelines and the provisions of the Companies Act, 1965.
Signed on behalf of the Board of Directors in accordance with their resolution.
Dato’ Mohd Desa Pachi Director
Dr. Rozali Mohamed Ali Director
Kuala Lumpur 25 March 2003
statutory declaration
pursuant to section 169(16) of the Companies Act, 1965
I, Jamil Hajar Abdul Muttalib, the Officer primarily responsible for the financial management of Commerce Asset-Holding Berhad, do solemnly and sincerely declare that the financial statements set out on pages 73 to 157 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Jamil Hajar Abdul Muttalib
Subscribed and solemnly declared by the abovenamed Jamil Hajar Abdul Muttalib at Kuala Lumpur before me, on 25 March 2003.
Commissioner for Oaths 72 COMMERCE ASSET-HOLDING BERHAD (50841-W) report of the auditors to the members of Commerce Asset-Holding Berhad
We have audited the financial statements set out on pages 73 to 157. These financial statements are the responsibility of the Company’s Directors. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion: (a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965, Bank Negara Malaysia Guidelines and the applicable approved accounting standards in Malaysia so as to give a true and fair view of: (i) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and
(ii) the state of affairs of the Group and that of Company as at 31 December 2002 and of the results and cash flows of the Group and that of Company for the financial year ended on that date; and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by the subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
The names of subsidiaries of which we have not acted as auditors are indicated in Note 9 to the financial statements. We have considered the financial statements of the subsidiaries and the auditors’ reports thereon.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any adverse comment made under subsection (3) of Section 174 of the Act.
PricewaterhouseCoopers (AF: 1146) Chartered Accountants
Mohammad Faiz bin Mohammad Azmi (2025/03/04 (J)) Partner
Kuala Lumpur 25 March 2003 COMMERCE ASSET-HOLDING BERHAD (50841-W) 73
consolidated balance sheet
as at 31 December 2002
2002 2001 Note RM’000 RM’000
Assets Cash and short-term funds 2 7,385,020 5,091,715 Securities purchased under resale agreements 77,448 298,202 Deposits and placements with banks and other financial institutions 3 1,810,718 1,390,185 Dealing securities 4 10,721,471 8,114,148 Investment securities 5 16,238,881 11,421,659 Loans and advances 6 48,771,610 42,214,908 Other assets 7 3,413,042 3,505,244 Statutory deposits with Bank Negara Malaysia 8 1,594,425 1,402,491 Associates 10 179,109 167,005 Fixed assets 11 663,990 633,825 Goodwill 12 330,035 130,941
Total assets 91,185,749 74,370,323
Liabilities and shareholders’ funds Deposits from customers 13 60,756,722 46,878,228 Deposits and placements of banks and other financial institutions 14 8,311,576 8,230,815 Obligations on securities sold under repurchase agreements 3,597,035 4,734,567 Bills and acceptances payable 3,784,146 2,389,500 Other liabilities 15 3,217,761 2,666,617 Amount due to Cagamas Berhad 1,490,517 1,406,350 Loan stocks 16 924,000 953,000 Bonds 19 502,964 1,110,996 Irredeemable convertible unsecured loan stocks (ICULS) 20 96,061 133,231 Other borrowings 21 1,253,859 –
Total liabilities 83,934,641 68,503,304 Minority interests 362,883 311,154
Share capital 22 2,586,290 1,184,647 Reserves 23 4,405,049 4,450,303 Less: Treasury shares, at cost 24 (103,114) (79,085)
Shareholders’ funds 6,888,225 5,555,865
Total liabilities and shareholders’ funds 91,185,749 74,370,323
Commitments and contingencies 35 104,204,597 69,875,588 74 COMMERCE ASSET-HOLDING BERHAD (50841-W) consolidated income statement for the financial year ended 31 December 2002
2002 2001 Note RM’000 RM’000
Interest income 25 4,072,035 3,876,967 Interest expense 26 (1,992,944) (2,015,989)
Net interest income 2,079,091 1,860,978 Loan loss and provision 27 (809,282) (952,367) Provision for other receivables (3,535) (41,092)
1,266,274 867,519 Non-interest income 28 749,540 886,170 Provision for commitments and contingencies 15 (279) –
Net income 2,015,535 1,753,689 Overhead expenses 29 (1,280,265) ((1,252,482)
735,270 501,207 Share of results of associates 12,305 14,361
Profit before taxation and zakat 747,575 515,568 Taxation 31 (153,392) (137,408) Share of tax of associates (1,855) (1,828) Zakat (2) (21)
Net profit after taxation and zakat 592,326 376,311 Minority interests (33,848) (34,214)
Net profit for the financial year after minority interests 558,478 342,097
Earnings per share (sen) – Basic 32 21.9 13.9 – Fully diluted 32 21.9 13.9
Dividends per ordinary share 4.5 sen less tax and 0.5 sen tax exempt (2001: 6.0 sen less tax) 33 3.7 4.3 COMMERCE ASSET-HOLDING BERHAD (50841-W) 75
company balance sheet
as at 31 December 2002
2002 2001 Note RM’000 RM’000
Assets Cash and short-term funds 2 178,930 82,448 Dealing securities 4 102,967 122,206 Investment securities 5 219,712 238,007 Loans and advances 6 2,197 1,591 Other assets 7 656,568 61,416 Subsidiaries 9 4,451,214 3,741,034 Amount owing by subsidiaries net of provision for doubtful debts of RM852,820 (2001: RM669,328) 478,744 1,135,982 Associates 10 119,712 119,712 Fixed assets 11 66,571 68,263
Total assets 6,276,615 5,570,659
Liabilities and shareholders’ funds Other liabilities 15 164,908 109,175 Amount owing to subsidiary 992,536 534,054 Bonds 19 502,964 1,110,996
Total liabilities 1,660,408 1,754,225
Share capital 22 2,586,290 1,184,647 Reserves 23 2,133,031 2,710,872 Less: Treasury shares, at cost 24 (103,114) (79,085)
Shareholders’ funds 4,616,207 3,816,434
Total liabilities and shareholders’ funds 6,276,615 5,570,659
Commitments and contingencies 35 250,000 – 76 COMMERCE ASSET-HOLDING BERHAD (50841-W) company income statement for the financial year ended 31 December 2002
2002 2001 Note RM’000 RM’000
Interest income 25 30,806 33,697 Interest expense 26 (44,505) (27,347)
Net interest (expense)/income (13,699) 6,350 Non-interest income 28 69,570 125,884
Net income 55,871 132,234 Overhead expenses 29 (10,463) (9,738)
Profit before taxation 45,408 122,496 Taxation 31 (6,161) (41,709)
Net profit for the financial year 39,247 80,787
Dividends per ordinary share 4.5 sen less tax and 0.5 sen tax exempt (2001: 6.0 sen less tax) 33 3.7 4.3 COMMERCE ASSET-HOLDING BERHAD (50841-W) 77
consolidated statement of changes in equity
for the financial year ended 31 December 2002
➤ –––––––––––––––––––––––––––➤ Non-distributable –––––––––––––––––––––––––––➤➤ Distributable Capital reserve Exchange Share Share StatutoryMerger arising on fluctuation TreasuryRetained The Group Note capital premium reserves reserve consolidation reserve shares profit Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2002 – as previously reported 1,184,647 2,257,812 857,471 65,746 28,233 79,971 (79,085) 1,110,373 5,505,168 – prior year adjustment –––––––50,697 50,697 – as restated 1,184,647 2,257,812 857,471 65,746 28,233 79,971 (79,085) 1,161,070 5,555,865
Currency translation differences 23 –––––(25,511)––(25,511) Net gains and losses not recognised in the income statement ––––– (25,511) – – (25,511) Net profit for the financial year after minority interests –––––––558,478 558,478 Dividend for 2001 33 –––––––(55,118) (55,118) Transfer to statutory reserve 23 ––183,899––––(183,899) – Issue of share capital arising from: – Bonus issue 22 1,287,600 (1,287,600) ––––––– – Exercise of Employee Share Option Scheme 22 34,414 212,021 ––––––246,435 – Exercise of Warrants 22 79,629 513,609 ––––––593,238 Net changes in treasury shares 24 ––––––(24,029) – (24,029) Arising from accretion of equity interests in subsidiary– – ––––16,230 22,637 38,867
At 31 December 2002 2,586,290 1,695,842 1,057,600 65,746 28,233 54,460 (103,114) 1,503,168 6,888,225 78 COMMERCE ASSET-HOLDING BERHAD (50841-W)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the financial year ended 31 December 2002
➤ –––––––––––––––––––––––––––➤ Non-distributable –––––––––––––––––––––––––––➤➤ Distributable Capital reserve Exchange Share Share StatutoryMerger arising on fluctuation TreasuryRetained The Group Note capital premium reserves reserve consolidation reserve shares profit Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2001 – as previously reported 1,183,312 2,249,899 766,336 65,746 21,022 81,002 (30,369) 962,074 5,299,022 – prior year adjustment –––––––51,11951,119 – as restated 1,183,312 2,249,899 766,336 65,746 21,022 81,002 (30,369) 1,013,193 5,350,141
Currency translation differences 23 –––––(1,031)––(1,031)
Net gains and losses not recognised in the income statement –––––(1,031)–– (1,031) Net profit for the financial year after minority interests ––––––– 342,097 342,097 Dividend for 2000 –––––––(50,674)(50,674) Transfer to statutory reserve 23 – – 113,021 ––––(113,021)– Issue of share capital arising from: – Exercise of Employee Share Option Scheme 22 1,335 7,913 ––––––9,248 Net changes in treasury shares 24 ––––––(48,716)–(48,716) Arising from accretion/ (dilution) of equity interests in subsidiaries – – (21,886) – 7,211 – – (30,525) (45,200)
At 31 December 2001 1,184,647 2,257,812 857,471 65,746 28,233 79,971 (79,085) 1,161,070 5,555,865 COMMERCE ASSET-HOLDING BERHAD (50841-W) 79
company statement of changes in equity
for the financial year ended 31 December 2002
➤ –––––➤ Non-distributable –––––➤➤ Distributable
Share Share TreasuryRetained The Company Note capital premium shares profit Total RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2002 – as previously reported 1,184,647 2,257,812 (79,085) 402,363 3,765,737 – prior year adjustment – – – 50,697 50,697 – as restated 1,184,647 2,257,812 (79,085) 453,060 3,816,434
Net profit for the financial year – – – 39,247 39,247 Dividend for 2001 33 – – – (55,118) (55,118) Issue of share capital arising from: – Bonus issue 22 1,287,600 (1,287,600) – – – – Exercise of Employee Share Option Scheme 22 34,414 212,021 – – 246,435 – Exercise of Warrants 22 79,629 513,609 – – 593,238 Net changes in treasury shares 24 – – (24,029) – (24,029)
At 31 December 2002 2,586,290 1,695,842 (103,114) 437,189 4,616,207
At 1 January 2001 – as previously reported 1,183,312 2,249,899 (30,369) 371,828 3,774,670 – prior year adjustment – – – 51,119 51,119 – as restated 1,183,312 2,249,899 (30,369) 422,947 3,825,789
Net profit for the financial year – – – 80,787 80,787 Dividend for 2000 – – – (50,674) (50,674) Issue of share capital arising from: – Exercise of Employee Share Option Scheme 22 1,335 7,913 – – 9,248 Net changes in treasury shares 24 – – (48,716) – (48,716)
At 31 December 2001 1,184,647 2,257,812 (79,085) 453,060 3,816,434 80 COMMERCE ASSET-HOLDING BERHAD (50841-W) consolidated cash flow statement for the financial year ended 31 December 2002
2002 2001 Note RM’000 RM’000
Operating Activities Profit before taxation and zakat 747,575 515,568 Adjustments for: Depreciation of fixed assets 136,023 109,225 Net gain on disposal of fixed assets (1,232) (754) Fixed assets written off 393 1,825 Unrealised foreign exchange gain (1,368) (6,668) Dividends from dealing and investment securities (10,560) (17,411) Loan loss and provision 771,251 899,935 Net interest suspended 252,394 393,806 Gain on sale of investment securities (98,162) (30,014) Net profit from dealing securities (14,856) (292,928) Write back of provision for diminution of investment securities (10,567) (31,462) Provision for amounts recoverable from Danaharta 78,087 78,087 Accretion of discounts less amortisation of premium (205,817) (269,255) Interest expense on short-term borrowings 13,464 2,457 Amortisation of goodwill 6,985 5,514 Amortisation of premium of associates 1,090 70 Share of results of associates (12,305) (14,361) (Write back)/write down of dealing securities (2,368) 60,500 Provision for commitments and contingencies 279 – Provision for other receivables 3,535 41,092 906,266 929,658
1,653,841 1,445,226 (Increase)/decrease in operating assets Deposits and placements with banks and other financial institutions 54,150 1,969,718 Securities purchased under resale agreements 220,754 (298,202) Dealing securities (1,834,536) (177,482) Loans and advances (3,812,681) (4,983,184) Other assets 687,793 (41,005) Statutory deposits with Bank Negara Malaysia (191,934) (83,019) (4,876,454) (3,613,174) Increase/(decrease) in operating liabilities Deposits from customers 6,402,952 756,944 Deposits and placements of banks and other financial institutions (207,249) 620,008 Obligations on securities sold under repurchase agreements (1,289,094) 1,302,242 Amount due to Cagamas Berhad 84,167 (704,932) Bills and acceptances payable 1,337,998 623,434 Other liabilities 17,346 (1,197,215) 6,346,120 1,400,481
Cash flows generated from/(used in) operations 3,123,507 (767,467) Taxation paid (446,631) (150,287) Interest paid (13,464) (2,457)
Net cash flow generated from/(used in) operating activities 2,663,412 (920,211) COMMERCE ASSET-HOLDING BERHAD (50841-W) 81
CONSOLIDATED CASH FLOW STATEMENT
for the financial year ended 31 December 2002
2002 2001 Note RM’000 RM’000
Investing Activities Proceeds from disposal of fixed assets 69,986 9,061 Dividends received from investment securities 10,560 17,411 Net purchase of investment securities (2,426,292) (848,750) Cash inflow/(outflow) from acquisition of subsidiary 1,388,320 (29,036) Acquisition of additional interest in subsidiary (193,652) – Purchase of fixed assets (157,161) (147,600) Investment in associates 897 1,686
Net cash flow used in investing activities (1,307,342) (997,228)
Financing Activities Dividends paid to shareholders (55,118) (50,674) Dividends paid to minority interests (9,876) (8,036) Proceeds from issuance of ICULS – 133,191 Proceeds from issuance of bonds – 500,000 Proceeds from other borrowings 790,139 – Proceeds from issuance of shares of the Company 839,673 9,248 (Redemption)/proceeds from issuance of loan stocks (29,000) 122,300 Redemption of zero coupon redeemable unsecured USD Bonds 1997/2002 (608,032) – Purchase of treasury shares (24,029) (48,716)
Net cash flow generated from financing activities 903,757 657,313
Net increase/(decrease) in cash and cash equivalents during the financial year 2,259,827 (1,260,126) Effect of exchange rate changes 33,478 6,247 Cash and cash equivalents at beginning of the financial year 5,091,715 6,345,594
Cash and cash equivalents at end of the financial year 39 7,385,020 5,091,715 82 COMMERCE ASSET-HOLDING BERHAD (50841-W) company cash flow statement for the financial year ended 31 December 2002
2002 2001 Note RM’000 RM’000
Operating Activities Profit before taxation 45,408 122,496 Adjustments for: Depreciation of fixed assets 2,055 2,119 (Gain)/loss on disposal of fixed assets (53) 28 Dividends from subsidiaries (35,923) (91,913) Dividends from dealing and investment securities (3,379) (10,372) Provision for doubtful debts 183 – Net profit from dealing securities (676) (15,367) Write back of provision for diminution of investment securities (8) – Write down of dealing securities 8,352 10,914 Interest expense on short-term borrowings 3,970 2,457 Interest expense on bonds 40,535 24,890 Accretion of investment gain (25,901) (14,476) Accretion of discounts less amortisation of premium (10,946) (8,464)
(21,791) (100,184)
23,617 22,312 (Increase)/decrease in operating assets Loans and advances (606) (477) Dealing securities 13,031 39,376 Other assets (579,823) (60,402)
(567,398) (21,503)
Increase/(decrease) in operating liabilities Other liabilities 100,645 788
100,645 788
Cash flows (used in)/generated from operations (443,136) 1,597 Taxation paid (16,789) (22,385) Interest paid on short-term borrowings (4,424) (1,767)
Net cash flow used in operating activities (464,349) (22,555)
Investing Activities Proceeds from disposal of fixed assets 198 244 Proceeds from disposal of investment securities 29,315 – Purchase of investment securities (805) (228,992) Purchase of fixed assets (508) (802) Net movement in amount due from subsidiaries 1,166,413 (189,415) Investment in subsidiaries (710,180) (233,198) Dividends from subsidiaries 10,949 112,703 Dividends from dealing and investment securities 3,379 10,372
Net cash flow generated from/(used in) investing activities 498,761 (529,088) COMMERCE ASSET-HOLDING BERHAD (50841-W) 83
COMPANY CASH FLOW STATEMENT
for the financial year ended 31 December 2002
2002 2001 Note RM’000 RM’000
Financing Activities Dividends paid (55,118) (50,674) Interest paid to bondholders (40,424) (20,562) Proceeds from issuance of shares of the Company 839,673 9,248 Proceeds from issuance of bonds – 500,000 (Repayment)/proceeds from short-terms borrowings (50,000) 100,000 Redemption of zero coupon redeemable unsecured USD Bonds 1997/2002 (608,032) – Purchase of treasury shares (24,029) (48,716)
Net cash flow generated from financing activities 62,070 489,296
Net increase/(decrease) in cash and cash equivalents during the financial year 96,482 (62,347) Cash and cash equivalents at beginning of the financial year 82,448 144,795
Cash and cash equivalents at end of the financial year 39 178,930 82,448
Major non-cash transactions: (a) During the year, the Company had converted ICULS 1997/2002 of a subsidiary bank which it holds, amounting to RM355,651,000 into ordinary shares of the subsidiary bank.
(b) In addition to the above, the Company also invested additional ordinary share capital amounting to RM22,000,000 and preference share capital amounting to RM67,000,000 into subsidiaries via the conversion of amount due from subsidiaries. 84 COMMERCE ASSET-HOLDING BERHAD (50841-W) summary of significant accounting policies for the financial year ended 31 December 2002
All significant accounting policies set out below are consistent with those applied in the previous financial year.
A BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS The financial statements of the Group and the Company are prepared under the historical cost convention, unless otherwise indicated in this summary of significant accounting policies.
The financial statements of the Group and the Company have been prepared in accordance with the applicable approved accounting standards in Malaysia, Bank Negara Malaysia Guidelines and the provisions of the Companies Act, 1965.
B BASIS OF CONSOLIDATION The consolidated financial statements include the audited financial statements of the Company and all its subsidiaries made up to the end of the financial year. Intercompany transactions are eliminated on consolidation and the consolidated financial statements reflect external transactions only. The Company adopts both the acquisition and merger methods of consolidation.
When the acquisition method is adopted, the excess of the fair value of the purchase consideration over the Group’s share of fair values of separable net assets of subsidiaries at the date of acquisition is included in the consolidated financial statements as goodwill on consolidation and is amortised on a straight line basis over a period of 25 years. In the case, where the Group’s share of the fair values of their separable net assets at the date of acquisition is in excess of the purchase consideration, the difference will be recognised as reserve on consolidation in the balance sheet. The results of subsidiaries acquired or disposed of during the financial year are included from the date of acquisition up to the date of disposal.
The carrying amount of goodwill is reviewed annually and written down for impairment where it is considered necessary.
Subsidiaries acquired which have previously met the criteria for merger accounting under the Malaysian Accounting Standard 2, Accounting for Acquisitions and Mergers, are accounted for using merger accounting principles. When the merger method is used, the cost of investment in the Company’s books is recorded as the nominal value of shares issued and the difference between the carrying value of the investment and the nominal value of shares transferred is treated as merger reserves in accordance with merger relief provisions under Section 60(4) of the Companies Act, 1965. The results of the subsidiaries being merged are included for the full financial year.
The current applicable approved accounting standard for business combinations is MASB 21 Business Combinations. This standard is effective for accounting period commencing 1 July 2001. As allowed under the standard, the provisions of the standard are applied prospectively and no retrospective changes have been made.
C SUBSIDIARIES The Company treats as subsidiaries, those companies in which the Company controls the composition of its Board of Directors or more than half of its voting power, or holds more than half of its issued ordinary share capital.
Investments in subsidiaries are stated at cost. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down to its recoverable amount.
External costs directly attributable to an acquisition, other than cost of issuing shares and other capital instruments, is included as part of the cost of acquisition. COMMERCE ASSET-HOLDING BERHAD (50841-W) 85
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
for the financial year ended 31 December 2002
D ASSOCIATES The Group treats as an associate, a company in which the Company has a long term equity interest of between 20% to 50% and where the Company can exercise significant influence through management participation. Investments in associates are accounted for in the consolidated financial statements by the equity method of accounting.
Premium arising from the acquisition of associates are amortised over 25 years.
Premium arising from the acquisition of those associates held for venture capital purposes are not amortised. The carrying amount of such goodwill is reassessed on a regular basis and written down for impairment if it is considered permanent in nature.
Investments in associates are stated at cost. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down to its recoverable amount.
The Group’s share of profits and losses of associates is included in the consolidated income statement and the Group’s share of post- acquisition retained profits and reserves are added to the cost of investments in the consolidated balance sheet. These amounts are taken from the latest management financial statements of the associates concerned, made up to the end of the financial year of the Group.
E RECOGNITION OF INTEREST INCOME Interest income is recognised on an accrual basis. Interest income on housing and term loans is recognised by reference to rest periods which are either monthly or yearly. Interest earned on hire purchase, leasing and block discounting agreements is spread over the terms of the loans, using the “Sum-of-Digit” method so as to produce a constant periodic rate of interest by reference to monthly rest periods.
Accretion of discount and amortisation of premium for investment securities are recognised on the effective yield basis.
Where an account is classified as non-performing, recognition of interest income is suspended until it is realised on a cash basis. Customers’ accounts are classified as non-performing where repayments are in arrears for 6 months or more from first day of default for loans and overdrafts, and after 3 months from maturity date for trade bills, bankers’ acceptances and trust receipts.
The policy on suspension of interest of Malaysian subsidiary banks is in conformity with Bank Negara Malaysia’s “Guidelines on the Classification of Non-Performing Loans and Provision for Substandard, Bad and Doubtful Debts” (“GP3”) as at 31 December 2002.
F RECOGNITION OF FEES AND OTHER INCOME Loan and advances arrangement fees, management and participation fees, commissions and guarantee fees, acceptance and underwriting commissions are recognised as income when all conditions precedent are fulfilled.
Accretion of investment gain on the debt securities held for investment is recognised on time proportion basis based on the effective yield method.
Portfolio management fees, commitment fees and guarantee fees which are material are recognised as income based on time apportionment.
Brokerage fees which are material are recognised as income based on inception of such transactions.
Fees from advisory and corporate finance activities are recognised as income on completion of each stage of the engagement and issuance of invoice.
Dividends from subsidiaries are recognised when the shareholder’s right to receive payment is established. Dividends from dealing securities and investment securities are recognised when received. 86 COMMERCE ASSET-HOLDING BERHAD (50841-W)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES for the financial year ended 31 December 2002
G LIFE ASSURANCE REVENUE SURPLUS The surplus transferable from the life assurance fund to the income statement is based on the surplus determined on the basis of an annual actuarial valuation of the long term liabilities to policyholders made in accordance with the provisions of the Insurance Act, 1996 and as declared by the Company’s appointed actuary as being distributable to shareholders.
H PROVISION FOR BAD AND DOUBTFUL DEBTS Specific provisions are made for doubtful debts which have been individually reviewed and specifically identified as bad or doubtful.
A general provision based on a percentage of the loans portfolio is also made to cover possible losses which are not specifically identified.
An uncollectible loans or portion of loans classified as bad is written off after taking into consideration the realisable value of collateral, if any, when in the judgement of the management, there is no prospect of recovery.
The policy on provision for non-performing debts of Malaysian subsidiary banks is in conformity with the minimum requirements of Bank Negara Malaysia’s “Guidelines on the Classification of Non-Performing Loans and Provision for Substandard, Bad and Doubtful Debts” (“GP3”) as at 31 December 2002.
With regard to provisioning for subordinated debts subscribed by the subsidiary bank arising from its collateralised bond obligation, the subordinated debt is held at cost and a provision is made for any diminution based on the position of the special purpose vehicle and its underlying assets.
I SALE AND REPURCHASE AGREEMENTS Securities purchased under resale agreements are securities which the Group had purchased with a commitment to resell at future dates. The commitment to resell the securities is reflected as an asset in the balance sheet.
Conversely, obligations on securities sold under repurchase agreements are securities which the Group had sold from its portfolio, with a commitment to repurchase at future dates. Such financing transactions and the obligation to repurchase the securities are reflected as a liability in the balance sheet.
J DEALING SECURITIES Dealing securities are marketable securities that are acquired and held with the intention of resale in the short term, and are stated at the lower of cost and market value. All related realised gains and losses and unrealised losses are included in the net trading income. Interest earned while holding dealing securities are reported as interest income. Dividends received are included in dividend income.
Transfers, if any, between dealing and investment securities are made at the lower of cost and market value.
K INVESTMENTS SECURITIES Investment securities are securities that are acquired and held for yield or capital growth and are usually held to maturity.
Malaysian Government securities, Malaysian Government treasury bills, Malaysian Government investment certificates, Cagamas bonds, other Government securities and Bank Guaranteed and Bank Negara Malaysia exempted Private Debt Securities held for investment are stated at cost adjusted for amortisation of premium or accretion of discount to maturity date. Other private debt securities are valued at the lower of cost and market value. Other investment securities are stated at cost and provision is made in the event of any permanent diminution in value.
Transfers, if any, between investment and dealing securities are made at the lower of cost and market value. COMMERCE ASSET-HOLDING BERHAD (50841-W) 87
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
for the financial year ended 31 December 2002
L FIXED ASSETS Fixed assets are stated at cost less accumulated depreciation and accumulated impairment loss. Fixed assets are not stated at revalued amount. Freehold land and leasehold land with lease period of 800 years and above and capital work-in-progress are not depreciated. Depreciation of other fixed assets is calculated to write-off the cost of the assets on a straight line basis over the expected useful lives of the assets concerned. The principal annual rates of depreciation are as follows:- Long-term leasehold land – 50 years or more Over the lease period Short-term leasehold land – less than 50 years Over the lease period Buildings on freehold land 2% – 2.5% Buildings on leasehold land 2.5% or over the balance period of the lease, whichever is shorter 1 Office equipment, furniture and fixtures 10% – 33 /3% 1 Computer equipment and software 20% – 33 /3% 1 Computer equipment and software under lease 33 /3% Motor vehicles 20% Renovations to rented premises 20% or over the period of the tenancy, whichever is shorter General plant and machinery 12.5%
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down to its recoverable amount.
M ASSETS PURCHASED UNDER LEASE Finance lease Leases of fixed assets where the Group assumes substantially all the benefits and risks of ownership are classified as finance leases.
Finance leases are capitalised at the estimated present value of the underlying lease payments at the date of inception. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of the finance charges is charged to the income statement over the lease period.
Fixed assets acquired under finance lease contracts are depreciated over the useful life of the asset. If there is no reasonable certainty that the ownership will be transferred to the Group, the asset is depreciated over the shorter of the lease term and its useful life.
Operating lease Leases of assets under which all the risks and benefits of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight line basis over the period of the lease.
When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.
N ASSETS SOLD UNDER LEASE Finance lease When assets are sold under a finance lease, the present value of the lease payments is recognised as a debtor. The difference between the gross debtor and the present value of the debtor is recognised as unearned finance income. Lease income is recognised over the term of the lease using the net investment method, which reflects a constant periodic rate of return.
Operating lease Assets leased out under operating leases are included in fixed assets in the balance sheet. They are depreciated over their expected useful lives on a basis consistent with similar fixed assets. Rental income is recognised on a straight line basis over the lease term. 88 COMMERCE ASSET-HOLDING BERHAD (50841-W)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES for the financial year ended 31 December 2002
O BILLS AND ACCEPTANCES PAYABLE Bills and acceptances payable represent the Group’s own bills and acceptances rediscounted and outstanding in the market.
P FORWARD EXCHANGE CONTRACTS Unmatured forward exchange contracts are valued at forward rates as at balance sheet date, applicable to their respective dates of maturity, and unrealised losses and gains are recognised in the income statement for the financial year.
Q DERIVATIVE FINANCIAL INSTRUMENTS Trading The fair value of trading derivative financial instruments are included in the balance sheet and gains and losses on these instruments are taken directly to the income statement.
Foreign exchange and interest rate forwards, futures and forward purchases and sales of securities entered into for trading purposes are valued at prevailing market rates. Interest rate and currency swap agreements are valued at their net present value.
Hedging Foreign exchange and interest rate forwards, futures and swaps entered into for hedging purposes are accounted for in a manner consistent with the accounting treatment of the hedged item. To qualify as a hedge, the forwards, futures and swaps position must be designated as a hedge and be effective in reducing the market risk of an existing asset, liability, firm commitment, or anticipated transaction where there is a high probability of the transaction occurring and the extent, term and nature of the exposure is capable of being estimated.
Where the hedged item ceases to exist, the corresponding derivative hedge contract is restated at fair value and any resulting unrecognised gains and losses are taken to the income statement.
R COLLATERALISED BOND OBLIGATIONS A subsidiary bank through its collateralised bond obligation (“CBO”) programme, packages and sells Private Debt Securities to a special purpose vehicle (“SPV”). The SPV will in turn issue bonds to raise funds for the purchase of assets.
The subsidiary bank receives fee income for the various services provided to the SPV. These fees are determined on an arms-length basis and are recognised on an accrual basis. Any subordinated debt or bond obtained under this programme is held at cost and a provision is made for any diminution in value based on the position of the SPV and its underlying assets.
S BONDS Bonds issued by the Company are stated at the issue price. When the convertible Bonds are converted, the amount recognised in the shareholders’ funds in respect of the shares issued will be the amount at which the liability for the Bonds is stated as at the date of conversion. No gain or loss will be recognised on conversion.
The premium over the principal amount arising from the put option of the Bonds not previously redeemed, purchased and cancelled, or converted, are provided over the period from the date of initial issue to the date of option to redeem and are set aside to a non- distributable reserve.
Gains or losses on the redemption or purchase of Bonds by the Company are taken to the income statement in the financial year it arises. COMMERCE ASSET-HOLDING BERHAD (50841-W) 89
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
for the financial year ended 31 December 2002
T AMOUNT RECOVERABLE FROM DANAHARTA The total consideration from loans sold to Pengurusan Danaharta Nasional Berhad (“Danaharta”) is received in two portions; upon the sale of the loans (“initial consideration”) and upon the recovery of the loans (“final consideration”). The final consideration amount represents the subsidiary Bank’s predetermined share of the surplus over the initial consideration upon recovery of the loans.
The difference between the carrying value of the loans and the initial consideration is recognised as “Amount Recoverable from Danaharta” within the “Other assets” component of the balance sheet. Provision against these amounts is made to reflect the Directors’ assessment of the realisable value of the final consideration as at the balance sheet date.
U DEFERRED TAXATION Provision is made, by using the liability method, for taxation deferred in respect of all material timing differences except where the tax effects of such timing differences are expected to be deferred indefinitely. Timing differences that give rise to deferred tax benefits are not recognised.
V SHARE CAPITAL (i) Treasury shares The Company shares repurchased and held are designated as treasury shares. These shares are treated as unissued shares and are presented as a reduction from shareholders’ equity, at cost. Should such shares be cancelled, their nominal amounts will be eliminated and the differences between their cost and nominal amounts will be taken to reserves as appropriate.
(ii) Dividends Dividends on ordinary shares are recognised as liabilities when approved by shareholders.
W CURRENCY TRANSLATIONS Individual monetary foreign currency assets and liabilities are stated in the balance sheet at rates of exchange which closely approximate to those ruling at the balance sheet date. Foreign currency transaction items are translated at rates prevailing on transaction dates. Exchange gains and losses are recognised in the income statement in the year they arise.
The financial statements of foreign branches, foreign subsidiaries, foreign subsidiary bank and subsidiary banks incorporated in the Federal Territory of Labuan and related foreign currency borrowings are translated into Ringgit Malaysia at the rates of exchange ruling at the balance sheet date. The results of these entities are translated at the average rates of exchange for the year. Exchange differences arising from this translation are dealt with through exchange fluctuation reserve account.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the Company and are translated accordingly at the exchange rate ruling at the date of the transaction.
The principal closing rates used in translation of foreign currency amounts were as follows: 2002 2001 Foreign currency RM RM
Australian Dollar 2.1510 1.9410 Canadian Dollar 2.4110 2.3890 Euro 3.9770 3.3610 Hong Kong Dollar (100) 48.7000 48.7000 Indian Rupee (100) 7.9000 7.9000 Indonesian Rupiah (100) 0.0420 0.0370 Japanese Yen (100) 3.2030 2.8940 Philippines Peso (100) 7.1000 7.3000 Singapore Dollar 2.1880 2.0550 Sterling Pound 6.1120 5.5080 Swiss Franc 2.7430 2.2670 Thai Baht (100) 8.8000 8.6000 United States Dollar 3.8000 3.8000 90 COMMERCE ASSET-HOLDING BERHAD (50841-W)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES for the financial year ended 31 December 2002
X FORECLOSED PROPERTIES Foreclosed properties are stated at cost less provision for impairment in value, if any, of such properties.
Y PROVISIONS Provisions, other than provision for bad and doubtful debts, are recognised when the Group have a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
Z CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash and bank balances and short-term funds held for the purpose of meeting short-term commitments and readily convertible into cash without significant risk of changes in value. COMMERCE ASSET-HOLDING BERHAD (50841-W) 91
notes to the financial statements
for the financial year ended 31 December 2002
1 GENERAL INFORMATION The principal activities of the Company are those of investment holding, management company, property management, provision of consultancy services and dealing in securities. The principal activity of the subsidiaries are set out in Note 9 to the financial statements. There have been no significant changes in the nature of these activities during the financial year other than EPIC-I Sdn Bhd which has commenced operations during the financial year and its principal activity is that of provision of outsourcing services.
The number of employees at the end of the financial year amounted to 13,887 (2001: 10,362) employees in the Group and 20 (2001: 19) employees in the Company.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Board of the Kuala Lumpur Stock Exchange.
The address of the registered office of the Company is 12th Floor, Commerce Square, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia.
2 CASH AND SHORT-TERM FUNDS The Group The Company
2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Cash and balances with banks and other financial institutions 1,366,780 1,042,620 10,605 28 Money at call and deposit placements maturing within one month 6,018,240 4,049,095 168,325 82,420
7,385,020 5,091,715 178,930 82,448
3 DEPOSITS AND PLACEMENTS WITH BANKS AND OTHER FINANCIAL INSTITUTIONS The Group
2002 2001 RM’000 RM’000
Licensed banks 1,773,806 1,238,067 Licensed finance companies 25,322 – Other financial institutions 11,590 152,118
1,810,718 1,390,185
Deposits placed with licensed banks amounting to RM5,773,797 (2001: RM51,000) are pledged as security for facilities granted to certain subsidiaries of the Group. 92 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
4 DEALING SECURITIES The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Money market instruments: Quoted Malaysian Government securities* 1,095,153 1,129,776 – – Cagamas bonds 121,668 234,821 – –
Unquoted Malaysian Government treasury bills 440,175 169,759 – – Malaysian Government Investment Certificates 145,621 – – – Bank Negara Malaysia bills 589,512 377,186 – – Cagamas Notes 298,855 225,398 – – Danaharta bonds 208,426 96,860 – – Danamodal bonds 190,238 137,218 – – Negotiable instruments of deposit 1,952,131 2,141,148 – – Bankers’ acceptances 57,629 404,793 – – Private debt securities 619,485 176,570 – – Islamic debt securities 3,490 138,347 – – Other Government treasury bills 182,490 – – –
5,904,873 5,231,876 – –
Quoted securities In Malaysia Warrants 5,850 3,681 9 9 Corporate Notes 9,101 9,101 – – Shares 176,024 156,296 102,536 114,282 Loan stocks 11,054 – – –
Outside Malaysia Shares 4,147 181 – – Private debt securities 905,597 – – –
7,016,646 5,401,135 102,545 114,291 Unquoted securities In Malaysia Private debt securities* 3,014,487 2,355,819 422 7,915
Outside Malaysia Private debt securities 690,338 357,194 – –
10,721,471 8,114,148 102,967 122,206 COMMERCE ASSET-HOLDING BERHAD (50841-W) 93
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
4 DEALING SECURITIES (CONTINUED) The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Market value of quoted money market instruments and quoted securities: Malaysian Government securities 1,099,590 1,139,416 – – Cagamas bonds 121,668 234,988 – – Warrants 5,901 3,697 16 25 Corporate Notes 9,976 9,933 – – Shares in Malaysia 176,858 160,087 102,536 114,282 Loan stocks 11,097 – – – Shares outside Malaysia 4,338 181 – – Private debt securities outside Malaysia 951,869 – – –
* Included in the Group Malaysian Government securities and unquoted private debts securities in Malaysia held by a subsidiary bank is an amount of RM30,000,000 (2001: RM22,325,000) which has been pledged as collateral for certain over-the-counter derivative contracts.
5 INVESTMENT SECURITIES The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Money market instruments: Quoted Malaysian Government securities 1,396,241 1,287,353 – – Cagamas bonds 633,740 665,466 – – Khazanah bonds 27,421 68,737 – – Other government bonds 1,652,807 – – –
Unquoted Malaysian Government treasury bills 477,437 323,062 – – Malaysian Government bonds 208,148 219,336 – – Bank Negara Malaysia bills 825,395 369,821 – – Cagamas notes 539,675 328,484 – – Danaharta bonds 23,536 23,536 – – Danaharta Urus Sdn Bhd (“DUSB”) bonds 2,187,231 1,622,056 – – Danamodal bonds 477,299 477,298 – – Negotiable instruments of deposit 102,314 – – – Bankers’ acceptance, Islamic accepted bills and Islamic debt securities 63,457 33,129 – – Private debt securities 2,484,226 2,084,717 – – Floating rate notes 206,315 280,120 – – Floating rate certificates of deposit – 19,000 – –
11,305,242 7,802,115 – – 94 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
5 INVESTMENT SECURITIES (CONTINUED) The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Quoted securities In Malaysia Shares 145,992 118,649 1,318 1,318 Bonds 12,970 40,173 – – Warrants 255 14,570 – –
Outside Malaysia Bonds 211,838 3,861 – – Shares 6,299 6,299 – –
Unquoted securities In Malaysia Shares 383,062 369,565 – – Bonds* 2,909,836 1,636,908 – – Loan stocks 48,820 5,250 – – Detachable coupons – – 170,571 170,595 Property trust 29,305 58,522 29,305 58,522 Others 112 3,040 – –
Outside Malaysia Shares 2,727 18,194 – – Bonds 1,278,415 1,283,890 – –
16,334,873 11,361,036 201,194 230,435 Accretion of discount less amortisation of premium 205,915 384,354 18,518 7,572 Provision for diminution in value of investment securities: – Private debt securities (219,543) (228,188) – – – Quoted shares in Malaysia (27,907) (11,343) – – – Quoted bonds in Malaysia (428) (333) – – – Quoted bonds outside Malaysia (17,813) – – – – Unquoted shares in Malaysia (6,703) (6,659) – – – Unquoted bonds in Malaysia (29,513) (77,208) – –
16,238,881 11,421,659 219,712 238,007
* During the year, there were no unquoted private debt securities held by a subsidiary bank (2001: principal value amounting to RM19,000,000) which have been pledged as collateral for certain over-the-counter derivative contracts. COMMERCE ASSET-HOLDING BERHAD (50841-W) 95
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
5 INVESTMENT SECURITIES (CONTINUED) (i) Market value of quoted securities and quoted money market instruments: The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Malaysian Government securities 1,255,454 1,256,162 – – Cagamas bonds 633,740 675,448 – – Khazanah bonds 37,241 90,381 – – Other government bonds 1,532,073 – – – Quoted shares in Malaysia 113,107 81,494 196 409 Quoted bonds in Malaysia 561 28,703 – – Quoted warrants in Malaysia 123 19,051 – – Quoted shares outside Malaysia 3,572 2,795 – – Quoted bonds outside Malaysia 185,483 3,900 – –
The carrying value of certain investment securities are higher than the market value. The Directors are of the opinion that there is no permanent diminution in value.
(ii) The maturity structure of money market instruments held for investment is as follows: The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Maturing within one year 3,131,472 1,752,849 – – One year to three years 3,833,694 2,414,467 – – Three years to five years 3,146,546 2,775,361 – – Over five years 1,193,530 859,438 – –
11,305,242 7,802,115 – –
6 LOANS AND ADVANCES The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Overdrafts 4,035,492 4,048,199 – – Term loans – Fixed rate 8,555,811 7,694,796 – – – Floating rate 28,056,227 23,539,919 – – Bills receivable 340,004 222,135 – – Trust receipts 778,727 636,997 – – Claims on customers under acceptance credits 4,998,162 4,443,543 – – Subordinated debt 127,312 127,294 – – Staff loans [of which RM796,499 (2001: RM673,129) are to directors] 560,051 521,161 2,197 1,591 Factoring receivables 369,589 161,659 – – Lease receivables 134,902 101,136 – – Hire purchase receivables 4,775,665 3,854,757 – – Credit card receivables 176,081 92,521 – – Other loans 13,124 8,903 – – 96 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
6 LOANS AND ADVANCES (CONTINUED) The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
52,921,147 45,453,020 2,197 1,591 Less: Unearned interest (1,018,698) (847,107) – –
Gross loans and advances 51,902,449 44,605,913 2,197 1,591 Provision for bad and doubtful debts – specific provision (SP) (1,726,470) (1,276,687) – – – general provision (GP) (838,637) (707,959) – – Interest-in-suspense (IIS) (565,732) (406,359) – –
Total net loans and advances 48,771,610 42,214,908 2,197 1,591
(i) The maturity structure of loans and advances is as follows: The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Maturing within one year 20,561,011 17,485,627 – 6 One year to three years 6,601,096 3,748,791 72 46 Three years to five years 6,919,981 4,552,279 174 274 Over five years 17,820,361 18,819,216 1,951 1,265
51,902,449 44,605,913 2,197 1,591
(ii) Loans and advances analysed by their economic purposes are as follows: The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Agriculture 2,206,006 1,391,932 – – Mining and quarrying 301,002 522,261 – – Manufacturing 9,588,158 7,367,885 – – Electricity, gas and water 1,304,653 1,285,648 – – Construction 3,912,024 3,576,696 – – Real estate 1,685,207 1,331,292 – – Purchase of landed property – Residential 8,684,721 8,094,323 – – – Non-residential 2,462,395 2,571,714 – – General commerce 3,283,353 3,310,208 – – Transport, storage and communication 2,763,047 2,456,037 – – Finance, insurance and business services 3,701,141 3,638,608 – – Purchase of securities 2,901,388 1,826,301 – – Purchase of transport vehicles 3,494,225 2,672,021 – – Consumption credit 1,426,221 1,443,983 – – Others 4,188,908 3,117,004 2,197 1,591
51,902,449 44,605,913 2,197 1,591 COMMERCE ASSET-HOLDING BERHAD (50841-W) 97
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
6 LOANS AND ADVANCES (CONTINUED) (iii) Movements in the non-performing loans and advances (including interest receivable) are as follows: The Group 2002 2001 RM’000 RM’000
At 1 January 4,579,383 3,052,030 Non-performing loans arising from acquisition of a foreign subsidiary bank 272,746 – Non performing during the year 4,249,117 5,690,531 Performing during the year (1,836,734) (2,207,525) Amount sold to DUSB – (323,653) Recoveries (1,338,647) (1,058,667) Amount written off (605,932) (573,333)
At 31 December 5,319,933 4,579,383
Total loans and advances (net of SP and IIS) 49,610,247 42,922,867
Net non-performing loans 3,027,731 2,896,337 Ratio of net non-performing loans to total loans less SP and IIS 6.1% 6.7%
(iv) Movements in the provision for bad and doubtful debts and interest-in-suspense are as follows: The Group
2002 2001 RM’000 RM’000
General provision At 1 January 707,959 653,234 Provision arising from acquisition of a foreign subsidiary bank 45,725 – Net provision made during the year 92,745 55,741 Amount transferred to specific provision (10,418) – Exchange fluctuation 2,626 (1,016)
At 31 December 838,637 707,959
(as % of total loans, less SP and IIS) 1.7% 1.6%
The Group
2002 2001 RM’000 RM’000
Specific provision At 1 January 1,276,687 870,286 Provision arising from acquisition of a foreign subsidiary bank 185,222 – Provisions made during the year 1,090,007 899,898 Amount sold to DUSB – (3,750) Amount transferred from general provision 10,418 – Amount written back in respect of recoveries (412,245) (61,040) Amount written off (427,253) (428,991) Exchange fluctuation 3,634 284
At 31 December 1,726,470 1,276,687 98 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
6 LOANS AND ADVANCES (CONTINUED) The Group 2002 2001 RM’000 RM’000
Interest-in-suspense At 1 January 406,359 304,455 Provision arising from acquisition of a foreign subsidiary bank 2,709 – Interest suspended during the year 461,623 550,317 Amount sold to DUSB – (38,697) Amount written back in respect of recoveries (176,516) (128,407) Amount written back in respect of non-performing loans reclassified as performing (32,713) (28,104) Amount written off (95,730) (253,205)
At 31 December 565,732 406,359
7 OTHER ASSETS The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Interest receivable 457,349 242,737 – – Tax recoverable 138,838 29,782 15,330 – Due from brokers and clients net of provision for doubtful debts of RM8,225,704 (2001: RM54,748,087) 194,866 225,315 – – Other debtors, deposits and prepayments net of provision for doubtful debts of RM8,990,577 (2001: RM44,692,918) 1,352,262 1,544,288 993 799 Due from insurers, brokers and reinsurers net of provision for doubtful debts of RM1,207,989 (2001: RM843,265) 91 11,817 – – Amount due from shareholders (a) 640,245 – 640,245 – Claims made to shareholders (a) – 60,617 – 60,617 Amount due from DUSB (b) 492,031 1,225,323 – – Amount recoverable from Danaharta (c) 62,418 140,505 – – Amount due from Bank Muamalat Malaysia Berhad (“Bank Muamalat”) – 24,713 – – Foreclosed properties net of provision for impairment in value 74,942 108 – – Unit trust stock – 39 – –
3,413,042 3,505,244 656,568 61,416
(a) Amount due from shareholders/claims made to shareholders This amount represents a full and final settlement in respect of the claims submitted by a subsidiary bank through the Company to the Minister of Finance (Incorporation) (“MoF”) and Khazanah Nasional Berhad (“Khazanah”) pursuant to the Share Exchange Agreement (“SEA”) dated 8 February 1999 and the Supplemental Agreement to the SEA dated 16 August 1999. COMMERCE ASSET-HOLDING BERHAD (50841-W) 99
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
7 OTHER ASSETS (CONTINUED) (b) Amount due from DUSB This amount is in respect of the Put Option exercised pursuant to the Share Exchange Agreement between the Minister of Finance (Incorporation), Khazanah Nasional Berhad and the Company dated 8 February 1999 and a Supplemental Agreement dated 16 August 1999. Put Option was granted to a subsidiary bank to put to Danaharta’s special purpose vehicle company, the Qualifying Loans and those assets which are considered Credit Impaired as defined in the Share Exchange Agreement. The special purpose vehicle company for the purpose is Danaharta Urus Sdn Bhd (“DUSB”). The consideration is to be satisfied by bonds to be issued by DUSB. The Put Option expires on the date falling 23 months after the completion of the Share Exchange Agreement which was on 30 August 1999. The Put Option expired on 31 July 2001. The amounts are due pending issuance of bonds by DUSB.
(c) Amount recoverable from Danaharta The Group
2002 2001 RM’000 RM’000
At 1 January 140,505 218,592 Provision made during the year (78,087) (78,087)
At 31 December 62,418 140,505
8 STATUTORY DEPOSITS WITH BANK NEGARA MALAYSIA The non-interest bearing statutory deposits are maintained by certain subsidiaries with Bank Negara Malaysia in compliance with Section 37(1)(c) of the Central Bank of Malaysia Act, 1958 (revised 1994), the amounts of which are determined at set percentages of total eligible liabilities.
9 SUBSIDIARIES The Company
2002 2001 RM’000 RM’000
Unquoted shares, at cost 4,452,489 3,742,309 Provision for impairment in value of a subsidiary (1,275) (1,275)
4,451,214 3,741,034
The direct subsidiaries are: Percentage of equityPaid-up Name of SubsidiaryPrincipal activities held capital as at 2002 2001 31.12.2002 %%
Bumiputra-Commerce Bank Berhad Commercial banking and related 100 100 RM2,063,956,000 financial services
CIMB Berhad (Note 40 (b)) Investment holding of merchant 95.01 – RM850,000,000 banking group
Commerce Asset Fund Managers Fund management 70 70 RM5,500,000 Sdn Bhd 100 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
9 SUBSIDIARIES (CONTINUED) Percentage of equityPaid-up Name of SubsidiaryPrincipal activities held capital as at 2002 2001 31.12.2002 %%
Commerce Trust Berhad Unit trust manager 70 70 RM7,000,000
Commerce MGI Sdn Bhd Dormant 51 51 RM2,500,000
Commerce Asset Ventures Sdn Bhd Providing management services 100 100 RM500,000 (ordinary shares) < RM67,000,000 (preference shares)
Commerce Asset Realty Sdn Bhd Holding of properties for letting to a 100 100 RM240,000 related company
Commerce Asset Nominees Sdn Bhd Nominee services 100 100 RM10,000
AMAL Assurance Berhad Life assurance business 100 100 RM122,000,000
Commerce Volantia Sdn Bhd Dormant 100 100 RM3
PT Bank Niaga Tbk# Commercial banking and related 51 – IDR746,907,315,000 (Incorporated in the Republic of financial services Indonesia)
< Preference shares of RM0.10 each.
The subsidiaries, held through its subsidiary bank, Bumiputra-Commerce Bank Berhad (“BCB”) are: Percentage of equity held
Directly by subsidiaryThrough Paid-up bank subsidiarycapital as at Name of SubsidiaryPrincipal 2002activities 2001 2002 31.12.2002 2001 %%% %
BOC Nominees Sdn Bhd Nominee services 100 100 – – RM25,000
BOC Nominees (Tempatan) Sdn Bhd Nominee services 100 100 – – RM10,000
BOC Nominees (Asing) Sdn Bhd Nominee services 100 100 – – RM10,000
Bumiputra-Commerce Nominees Nominee services 100 100 – – RM3,000 Sdn Bhd
Bumiputra-Commerce Nominees Nominee services 100 100 – – RM10,000 (Tempatan) Sdn Bhd
Bumiputra-Commerce Nominees Nominee services 100 100 – – RM10,000 (Asing) Sdn Bhd
Bumiputra-Commerce Finance Berhad Finance company 100 100 – – RM275,000,000
Bumiputra-Commerce Trustee Berhad Trustee services 20 20 80 80 RM500,000 COMMERCE ASSET-HOLDING BERHAD (50841-W) 101
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
9 SUBSIDIARIES (CONTINUED) Percentage of equity held
Directly by subsidiaryThrough Paid-up bank subsidiarycapital as at Name of SubsidiaryPrincipal 2002activities 2001 2002 31.12.2002 2001 %%% %
BBMB Unit Trust Management Berhad Investment holding 100 100 – – RM5,000,000
Bumiputra-Commerce Factoring Berhad Factoring and loan 100 100 – – RM15,000,000 management Bumiputra-Commerce Leasing Berhad Leasing 100 85.7 – – RM50,000,000
Bumiputra-Commerce Bank (L) Limited Offshore banking 100 100 – – USD50,000,000 (Incorporated in the Federal Territory of Labuan) Semerak Services Sdn Bhd Service company 100 100 – – RM250,000
BBMB Securities (Holdings) Sdn Bhd Investment holding 100 100 – – RM175,000,000 company
Bumiputra-Commerce International Offshore trust 100 100 – – RM150,000 Trust (Labuan) Berhad
BBMB International Bank (L) Limited Under voluntary 100 100 – – USD4,000,000 (Incorporated in the Federal liquidation Territory of Labuan)
EPIC-I Sdn Bhd Provision of 100 100 – – RM25,000,000 outsourcing services
Bumiputra-Commerce Properties Dormant 100 100 – – RM5,000,000 Sdn Bhd
BBMB Futures Sdn Bhd Dormant – – 100 100 RM10,000,000
BBMB Finance (Hong Kong) Limited # Dormant 100 100 – – HK$15 (Incorporated in Hong Kong)
BBMB Finance Nominee (Hong Kong) # Dormant – – 100 100 HK$10,000 Limited (Incorporated in Hong Kong)
Bumiputra Nominee Limited # Dormant 100 100 – – £2 (Incorporated in the United Kingdom) 102 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
9 SUBSIDIARIES (CONTINUED) The subsidiaries, held through its subsidiary, CIMB Berhad are: Percentage of equity held
Directly by Through Paid-up subsidiarysubsidiarycapital as at Name of SubsidiaryPrincipal 2002activities 2001 2002 31.12.2002 2001 %%% %
Commerce International Merchant Merchant banking 100 80.69 – – RM319,242,000 Bankers Berhad (“CIMB”) and the provision (Note 40(b)) of related services CIMB Holdings Sdn Bhd Investment holding – – 100 100 RM10,370,000 CIMB Futures Sdn Bhd Futures broking – – 100 100 RM9,000,000 CIMB Nominees (Tempatan) Sdn Bhd Nominee services – – 100 100 RM10,000 CIMB Nominees (Asing) Sdn Bhd Nominee services – – 100 100 RM10,000 CIMB Discount House Bhd Discount House – – 100 100 RM62,900,000 CIMB (Labuan) Limited Offshore banking – – 100 100 USD25,000,000 (Incorporated in the Federal Territory of Labuan) iCIMB Sdn Bhd Dormant – – 100 100 RM2 CIMB Securities Sdn Bhd Stock and – – 100 100 RM40,000,000 sharebroking CIMB Securities (Hong Kong) Limited Trading in securities – – 100 100 HK$5,000,000 (Incorporated in Hong Kong) + CIMSEC Nominees (Tempatan) Sdn Bhd Nominee services – – 100 100 RM10,000 CIMSEC Nominees (Asing) Sdn Bhd Nominee services – – 100 100 RM10,000 CIMSEC Nominees Sdn Bhd Nominee services – – 100 100 RM10,000 CIMB ShareTech Sdn Bhd Trading in securities – – 100 100 RM40,003,120 (Formerly known as ShareTech (ordinary shares) Securities Sdn Bhd) *RM300 (preference shares)
ShareTech Nominees (Tempatan) Nominee services – – 100 100 RM10,002 Sdn Bhd ShareTech Nominees (Asing) Sdn Bhd Nominee services – – 100 100 RM10,002 Halyconia Asia Fund Limited Open-ended – – 100 – USD100 (Incorporated in British Virgin Islands) investment fund (ordinary shares) **USD10,000,000 (preference shares) * Preference shares of RM1.00 each entirely held by the minority interests ** Preference shares of USD0.01 each + Audited by a member firm of PricewaterhouseCoopers International COMMERCE ASSET-HOLDING BERHAD (50841-W) 103
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
9 SUBSIDIARIES (CONTINUED) The subsidiaries, held through its subsidiary, Commerce Asset Ventures Sdn Bhd are: Percentage of equityPaid-up Name of Subsidiary Principal activities held capital as at 2002 2001 31.12.2002 %%
Ekspedisi Yakin Sdn Bhd Leisure and entertainment services 100 100 RM1,000,000 (ordinary shares) ***RM365,850 (preference shares)
CAV Private Equity Management Providing management and 100 100 RM100,000 Sdn Bhd advisory services
*** 56.40% preference shares of RM0.15 each
The subsidiaries, held through its subsidiary, Ekspedisi Yakin Sdn Bhd are: Percentage of equityPaid-up Name of Subsidiary Principal activities held capital as at 2002 2001 31.12.2002 %%
Radiant Direction Sdn Bhd Leisure and entertainment services 100 100 RM50,000
Quantum Epic Sdn Bhd Dormant 100 100 RM50,000
All the above subsidiaries, unless otherwise stated, are incorporated in Malaysia.
The subsidiaries, held through its subsidiary bank, PT Bank Niaga Tbk are as follows. Unless otherwise stated, these companies are incorporated in the Republic of Indonesia.
Percentage of equityPaid-up Name of Subsidiary Principal activities held capital as at 2002 2001 31.12.2002 %%
Niaga Finance Company Limited # Money lender 100 – HKD150,000,000 (Incorporated in Hong Kong)
PT Niaga Aset Manajemen # Investment management 99 – IDR2,400,000,000
PT Niaga Sekuritas # Securities trading and underwriting 99 – IDR11,000,000,000
PT Saseka Gelora Finance # Multifinance activities 79.7 – IDR40,000,000,000
PT Niaga International Factors # Factoring activities 53 – IDR25,000,000,000
Niaga Remittance Limited # Remittance services 60 – HKD1,300,000 (Incorporated in Hong Kong)
# Not audited by PricewaterhouseCoopers. 104 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
10 ASSOCIATES The Company 2002 2001 RM’000 RM’000
Unquoted shares, at cost 119,712 119,712
The Group 2002 2001 RM’000 RM’000
Share of net assets other than premium of associates 124,815 115,583 Premium on acquisition 54,294 51,422
179,109 167,005
The direct associates are: Percentage of equity Name of Associate Principal activities held Financial year 2002 2001 end %%
Rangkaian Segar Sdn Bhd Establishment, operation and 20 2030 June management of an electronic collection system for toll and transport operators
Bank Muamalat Malaysia Berhad Islamic banking activities and related 30 3031 December services
The associate, held through its subsidiary bank, Bumiputra-Commerce Bank Berhad is:
Percentage of equity Name of Associate Principal activities held Financial year 2002 2001 end %%
South East Asian Bank Ltd Commercial banking and related 38 2031 December (Incorporated in the Republic of financial services Mauritius) COMMERCE ASSET-HOLDING BERHAD (50841-W) 105
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
10 ASSOCIATES (CONTINUED) The associates, held through its subsidiary, CIMB Berhad are: Percentage of equity held
Directly by Through subsidiarysubsidiary Financial Name of Associate Principal activities 2002 2001 2002 2001 year end %%%%
Malaysian Issuing House Sdn Bhd Share issues administrator 25.5 25.5 – – 30 June
Banyan Ventures Sdn Bhd Fund management and 37 26.3 – – 30 June investment holding
Navis-CIMB General Partner Ltd Fund management – – 25 25 31 December (Incorporated in the Federal Territory of Labuan)
The associates, held through its subsidiary, Commerce Asset Ventures Sdn Bhd are:
Percentage of equity Name of Associate Principal activities held Financial year 2002 2001 end %%
Sesama Medical College Learning and education 30 3031 August Management Sdn Bhd
Carotech Sdn Bhd Production of palm oil based and pharmaceutical products 24.29 27.07 30 June
Inovatif Media Asia Sdn Bhd Magazine publishing 20 – 31 December
The associate, held through subsidiary of a subsidiary, Ekspedisi Yakin Sdn Bhd is: Percentage of equity Name of Associate Principal activities held Financial year 2002 2001 end %%
Opera Café Sdn Bhd Dormant 49 100 31 December
The associate, held through its subsidiary bank, PT Bank Niaga Tbk is: Percentage of equity Name of Associate Principal activities held Financial year 2002 2001 end %%
PT Asuransi Cigna Life insurance activities 20 – 31 December (Incorporated in the Republic of Indonesia)
All the associates, unless otherwise stated, are incorporated in Malaysia. 106 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
,654)
44,988
(73,164)
––––
––––(30
(8,380) – (886) (2,366) 2,962
(23,363)
,645 31,224 – 961 – – 50,442
(49,801) (23,363)
(3,559) (35,166) (92,023) – (8,971) (2,026) – (142,801)
28,41016,727 69,369 – 3,415 – – 169,026
(26) (2,641) (31,172) (35,401) – (4,059) (748) – (74,047)
on on office Computer
25,746 2,077 59,319 53,290 1,892 11,844 – 2,993 157,161
Buildings Buildings Renovations,
,597 194,712 16,261 502,811 447,444 47,020 40,816 4,322 1,797 1,431,804
––––
land 50 land less on land 50 land less furniture equipment and plant Capital
Leasehold Leasehold Buildings leasehold leasehold equipment, Computer equipment General
––––
––––––
–––––10,6127
–––– ––––––(7,291) –2,554 93 35,434 48,71214,314 349,371375,422 34,583 19,911 604 –880,998
land more years land more years fixtures software under lease vehicles machinery Progress Total
0,304 20,351165 107,042 224,202 43,519 494,895 463,040 40,532 47,1041,410 2,424 1,5
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Freehold years or than 50 freehold years or than 50 and and software Motor and in Work
100,304 17,797 7271,608 175,490 29,205145,524 87,618 5,949 27,193 806 2,424663,990
1
subsidiary 51,105 2002 10
subsidiary
2002
The Group 2002 Cost At 1 January 1 2002 At 49,633 19,226 165 107 Additions
Acquisition of Acquisition
Disposals December 31 At (920) – – – (136) Transfer/ reclassification Transfer/ Depreciation At 1 January 20021 At – 2,295 89 32,088 43,535 2,359 333,352 333,690 30,201 19,041 1,329 – 797,979 Acquisition of Acquisition
Exchange adjustments Exchange 486 1,125 – (555) 3,880 330 1,005 8,323
Charge for the year the for Charge – 202 4 2,912 5,104 3,900 42,112 73,186 4,382 3,918 303 – 136,023 Disposals Transfer/reclassification Exchange adjustments Exchange – 57 – 434 99 84 4,725 (3,914) – 50(280) – 1,255 At 31 December 2002 31 At
Net book value Net At 31 December 31 At
The Group At 31 December 200 31 At Cost 49,633 19,226 165 107,597 194,712 16,261 502,811 447,444 47,020 40,816 4,322 1,797 1,431,804 Depreciation – (2,295) (89) (32,088) (43,535) (2,359) (333,352) (333,690) (30,201) (19,041) (1,329) – (797,979)
Net book valueNet 49,633 16,931 76 75,509 151,177 13,902 169,459 113,754 16,819 21,775 2,993 1,797 633,825
11 FIXED ASSETS COMMERCE ASSET-HOLDING BERHAD (50841-W) 107
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
(436) (436)
office
Renovations,
land 50 on on furniture equipment
Leasehold Buildings Buildings equipment, Computer
––––4136431508 ––––––
––––––(291)(291)
– 1,255 823 9,932 522 344 505 13,381
land more land land fixtures software vehicles Total
18,985 6,787 5,954 44,812 1,591 409 1,414 79,952
18,985 5,532 5,131 34,880 1,069 65 909 66,571
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Freehold years or freehold leasehold and and Motor
1
The Company 2002 Cost At 1 JanuaryAt 2002 18,985 6,787 5,954 44,812 1,550 373 1,419 79,880 Additions Disposals
At 31 December 2002 31 At
Depreciation At 1 JanuaryAt 2002 – 1,108 645 8,588 417 292 567 11,617 Charge for the year for Charge – 147 178 1,344 105 52 229 2,055 Disposals
At 31 December 2002 31 At
Net book value Net
At 31 December 2002 31 At
The Company At 31 December 200 31 At Cost 18,985 6,787 5,954 44,812 1,550373 1,419 79,880 Depreciation – (1,108) (645) (8,588) (417) (292) (567) (11,617)
Net book valueNet 18,985 5,679 5,309 36,224 1,133 81 852 68,263
11 FIXED ASSETS (CONTINUED) 108 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
12 GOODWILL The Group 2002 2001 RM’000 RM’000
At 1 January 130,941 104,781 Goodwill arising from acquisition of subsidiary 198,630 31,674 Goodwill arising from acquisition of additional interest in subsidiary 7,449 – Less: Amortisation in the year (6,985) (5,514)
At 31 December 330,035 130,941
Goodwill arising from acquisition of subsidiaries 353,678 147,599 Accumulated amortisation (23,643) (16,658)
330,035 130,941
13 DEPOSITS FROM CUSTOMERS The Group 2002 2001 RM’000 RM’000
Demand deposits 12,395,338 10,563,227 Savings deposits 5,170,340 3,609,448 Fixed deposits 41,014,313 30,942,049 Negotiable instruments of deposit 1,423,063 981,460 Others 753,668 782,044
60,756,722 46,878,228
(i) Maturity structure of fixed deposits and negotiable instruments of deposit is as follows: The Group
2002 2001 RM’000 RM’000
Due within six months 32,077,655 24,204,123 Six months to one year 9,292,976 6,675,396 One year to three years 1,055,728 1,032,682 Three years to five years 11,017 11,308
42,437,376 31,923,509
(ii) The deposits are sourced from the following customers: The Group 2002 2001 RM’000 RM’000
Business enterprises 28,033,828 20,110,316 Individuals 14,182,172 9,328,088 Others 18,540,722 17,439,824
60,756,722 46,878,228 COMMERCE ASSET-HOLDING BERHAD (50841-W) 109
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
14 DEPOSITS AND PLACEMENTS OF BANKS AND OTHER FINANCIAL INSTITUTIONS The Group 2002 2001 RM’000 RM’000
Licensed banks 6,654,637 6,628,084 Licensed finance companies 287,614 605,874 Other financial institutions 1,369,325 996,857
8,311,576 8,230,815
15 OTHER LIABILITIES The Group The Company
2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Interest payable 498,903 399,188 4,683 5,027 Taxation 64,008 248,191 – 937 Deferred taxation (Note 17) 2,274 11,050 – – Due to brokers and clients 166,913 142,685 – – Short-term borrowings (Note 18) 453,679 159,287 50,000 100,000 Insurance fund – life insurance business 424,978 406,604 – – Amount due to Bank Muamalat 27,296 – – – Provision for commitments and contingencies 4,135 – – – Zakat 14 657 – – Others 1,575,561 1,298,955 110,225 3,211
3,217,761 2,666,617 164,908 109,175
The movement in provision for commitments and contingencies are as follows: The Group 2002 2001 RM’000 RM’000
At 1 January – – Provision arising from acquisition of a foreign subsidiary bank 3,856 – Provision made during the year 279 –
At 31 December 4,135 –
16 LOAN STOCKS The Group
2002 2001 RM’000 RM’000
Negotiable Certificates of Deposits (a) 924,000 953,000
924,000 953,000 110 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
16 LOAN STOCKS (CONTINUED) The Group 2002 2001 RM’000 RM’000
Maturity structure of loan stocks is as follows: – One year to two years 100,000 183,000 – Two years to five years 224,000 170,000 – Five years to ten years 600,000 600,000
924,000 953,000
(a) The negotiable certificates of deposits issued are unsecured. The details of the negotiable certificates of deposits are as follows: Principal Range of fixed The Group segregated byinterest rate 2002 2001 maturity year per annum (%) RM’000 RM’000 RM’000
Year 2003 183,000 4.2-11.3 – 183,000 Year 2004 100,000 3.75 100,000 – Year 2005 120,000 3.7-6.1 120,000 70,000 Year 2006 100,000 5.0 100,000 100,000 Year 2007 4,000 3.35 4,000 – Year 2011 600,000 6.5 600,000 600,000
1,107,000 924,000 953,000
17 DEFERRED TAXATION The Group
2002 2001 RM’000 RM’000
At 1 January 11,050 9,508 Transfer to income statement (8,776) (2,460) Transfer from provision of tax – 4,002
At 31 December 2,274 11,050
The deferred taxation is in respect of the following: Timing differences between depreciation and corresponding capital allowances on fixed assets 4,223 11,410 Timing differences on provisions (12,198) (24,757) Others 10,249 24,397
2,274 11,050 COMMERCE ASSET-HOLDING BERHAD (50841-W) 111
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
18 SHORT-TERM BORROWINGS
The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Overdrafts – 287 – – Revolving credit facility 453,679 100,000 50,000 100,000 Guaranteed Revolving Underwritten Notes Facility – 59,000 – –
453,679 159,287 50,000 100,000
The revolving credit facility from financial institutions carries interest rates of between 1.45% to 19.25% (2001: 5.23%) per annum for the Group and 4.86% to 5.23% (2001: 5.23%) for the Company during the financial year.
The Guaranteed Revolving Underwritten Notes Facility of a subsidiary is guaranteed by a subsidiary bank and has been repaid during the financial year.
19 BONDS The Group and The Company
2002 2001 RM’000 RM’000
1.75% Redeemable Euro-Convertible Bonds 1994/2004 (a) 2,964 2,964 Zero coupon redeemable unsecured USD Bonds 1997/2002 (b) – 608,032 7.85% Redeemable unsecured RM Bonds 2001/2006 (c) 250,000 250,000 8.35% Redeemable unsecured RM Bonds 2001/2008 (c) 250,000 250,000
502,964 1,110,996
(a) 1.75% Redeemable Euro-Convertible Bonds 1994/2004 The 1.75% Redeemable Euro-Convertible Bonds 1994/2004 have the following main features:- (i) The Bonds are in denominations of USD5,000 or integral multiples thereof, constituted by a Trust Deed, bear interest at the rate of 1.75% per annum payable annually in arrears on 26 September each year.
(ii) Unless previously redeemed, purchased and cancelled, the Bonds may be converted on or after 26 October 1994 up to and including 19 September 2004 into fully paid-up ordinary shares of RM1.00 each of the Company at an initial conversion price, subject to adjustment in certain circumstances, of RM13.60 per ordinary share and with a fixed exchange rate of RM2.554 to USD1.00.
As a result of the bonus issue, rights issue and offer for sale of warrants 1997/2002, the conversion price of the Bonds has been adjusted in accordance with the Trust Deed dated 26 September 1994 constituting the Bonds from RM13.60 per share to RM3.10 per share at the fixed exchange rate of RM2.554 to USD1.00 with effect from 5 September 2002.
(iii) Unless previously redeemed, purchased and cancelled or converted, each Bond will be redeemed on 26 September 2004 at its principal amount. On 26 September 1999, USD34,720,000 was redeemed at the option of bondholders at 131.75 per cent of principal amount. The Bonds may also be redeemed, in whole or in part, by the Company at any time on or after 26 September 1996 at fixed redemption prices. 112 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
19 BONDS (CONTINUED) (b) Zero coupon redeemable unsecured USD Bonds 1997/2002 The zero coupon redeemable unsecured USD Bonds 1997/2002 are issued with 81,231,175 detachable Warrants. The main features of the Bonds are as follows: (i) Nominal value of the Bonds are USD160 million in denominations or multiples of USD250,000 and constituted by a Trust Deed.
(ii) Each Warrant entitles its registered holder the right, exercisable in whole or in part, to subscribe for one new ordinary share at an exercise price of RM7.45 (subject to adjustments under certain circumstances in accordance with the Deed Poll) at any time during the subscription period, expiring on 16 March 2002.
(iii) Unless previously purchased and cancelled, the Bonds will be redeemed by the Company at 100% of its nominal value on maturity date.
Pursuant to the terms and conditions of the Trust Deed, the Company has made a full redemption on the nominal value of the Bonds outstanding on its maturity date, 17 June 2002.
The warrants of 79,629,276 were converted during the year and the remaining warrants lapsed on 16 March 2002.
(c) 7.85% Redeemable unsecured RM Bonds 2001/2006 and 8.35% Redeemable unsecured RM Bonds 2001/ 2008 The redeemable unsecured RM Bonds are issued in 2 tranches: Tranche 1 7.85% RM250 million nominal value redeemable unsecured bonds, 5 year, maturing on 22 May 2006; and
Tranche 2 8.35% RM250 million nominal value redeemable unsecured bonds, 7 year, maturing on 22 May 2008.
The main features of the RM Bonds are as follows: (i) Nominal value of each tranche of the RM Bonds are RM250 million.
(ii) Each tranche of the RM Bonds are represented by a Global Certificate to be deposited with Bank Negara Malaysia (“BNM”) and is exchangeable for definitive bearer only in certain limited circumstances.
(iii) The RM Bonds are in the denominations and multiples of RM1,000.
(iv) The RM Bonds are constituted by a Trust Deed dated 4 May 2001 made between the Company and the Trustees, to act for the benefit of the bondholders.
(v) The RM Bonds bear interest at 7.85% per annum (tranche 1) and 8.35% per annum (tranche 2) on the nominal value of the outstanding bonds, payable semi annually.
(vi) The RM Bonds will be redeemed by the Company at their nominal value together with interest accrued to the date of redemption.
(vii) The Bonds shall constitute direct, unconditional, subordinated and unsecured obligations of the Company. COMMERCE ASSET-HOLDING BERHAD (50841-W) 113
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
20 IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”) The Group 2002 2001 RM’000 RM’000
6% Irredeemable convertible unsecured loan stocks (ICULS) 1997/2002 (a) – 40 7.5% Irredeemable convertible unsecured loan stocks (ICULS) 2001/2011 (b) 96,061 133,191
96,061 133,231
(a) 6% Irredeemable convertible unsecured loan stocks (“ICULS”) 1997/2002 The ICULS were issued by a subsidiary bank, BCB. The main features of the 6% irredeemable convertible unsecured loan stocks (“ICULS”) 1997/2002 are as follows: (i) Nominal value of the ICULS are RM605,715,100 in denominations or multiples of RM1.00 and constituted by a Trust Deed.
(ii) The ICULS bear interest at the rate of 6% per annum payable annually in arrears on 31 December each year provided that BCB may defer the payment of interest until BCB has sufficient retained earnings.
(iii) The registered holder of the ICULS has the right to convert the ICULS at the conversion price into new ordinary shares during the conversion period (in the months of March, June, September and December) of the ICULS.
(iv) The ICULS are not redeemable for cash or otherwise. Unless previously converted, all outstanding ICULS will be mandatorily converted by BCB into new ordinary shares at the conversion price on the basis of the equivalent nominal value of ICULS for every one (1) new ordinary share in BCB on 15 December 2002 (or on such other date as may be approved by the Board).
(v) The ICULS shall constitute unsecured and subordinated obligations of BCB.
(vi) All new ordinary shares issued upon conversion of ICULS will rank pari passu in all respects with the existing ordinary shares of BCB except that they are not entitled to any dividends declared for financial years ending before the conversion dates and any other distributions, unless the ICULS are converted prior to or on the entitlement date.
During the financial year, RM261,500,000 ICULS were converted before maturity date and the remaining were mandatorily converted on the maturity date of 15 December 2002 pursuant to the terms of the ICULS.
(b) 7.5% Irredeemable convertible unsecured loan stocks (“ICULS”) with detachable coupons 2001/2011 The 7.5% irredeemable convertible unsecured loan stocks (“ICULS”) 2001/2011 were issued by a subsidiary bank, BCB.
The Company with CIMB as the arranger purchased the ICULS from BCB and CIMB restructured the ICULS, where the Coupons were detached from the ICULS and placed out to investors.
The main features of the 7.5% irredeemable convertible unsecured loan stocks (“ICULS”) 2001/2011 issued during the year are as follows: (i) Nominal value of the ICULS are RM667,000,000 in denominations or multiples of RM1,000 with detachable coupons.
(ii) The ICULS bear fixed interest at the rate of 7.5% per annum payable annually in arrears by BCB from the date of issue of the ICULS. The detachable coupons represent the interest of the ICULS and as such, bear no further interest.
(iii) The ICULS are not redeemable for cash except upon the occurrence and declaration of an event of default as provided in the Trust Deed. All outstanding ICULS will be mandatorily converted by BCB into new ordinary shares of BCB on the last day of the tenure of the ICULS. 114 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
20 IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”) (CONTINUED) (b) 7.5% Irredeemable convertible unsecured loan stocks (“ICULS”) with detachable coupons 2001/2011 (Continued) (iv) The ICULS shall constitute unsecured and subordinated obligations of BCB.
(v) All new ordinary shares to be issued upon conversion of ICULS will rank pari passu in all respects with the existing ordinary shares of BCB save and except that they will not be entitled to any dividend, right, allotment and/or other distributions, the entitlement date of which is prior to the date of allotment of the new ordinary shares of BCB.
The main features of the Detachable Coupons (“the Coupons”) are as follows: (i) Nominal value of the Coupons are RM500,250,000 and are issued in bearer form in multiples of RM1,000 and constituted by the Trust Deed.
(ii) The Coupons mature over ten tranches with tenures ranging from one to ten years from the date of issue of the ICULS.
(iii) The Coupons represent the interest of the ICULS and as such, bear no further interest.
(iv) Each Coupon entitles the Coupon holder to redeem the Coupon at their respective nominal values.
(v) The Coupons shall constitute direct, unconditional, subordinated and unsecured obligations of BCB.
21 OTHER BORROWINGS The Group
2002 2001 RM’000 RM’000
Syndicated term loan – USD150 million (a) 570,000 – Syndicated term loan – USD136 million (b) 478,800 – Others (c) 205,059 –
1,253,859 –
(a) The syndicated term loan is an unsecured term facility which matures on 6 February 2003. It carried interest rates of between 1.79% to 3.43%.
(b) The syndicated term loan is an unsecured term loan facility which matures on 24 May 2005. It carried interest rates of between 1.94% to 3.58%.
(c) Other borrowings consist of secured and unsecured term loan facilities. The range of interest rates are between 1.45% to 16.75%. These borrowings mature between 2003 to 2017.
22 SHARE CAPITAL The Group and The Company 2002 2001 RM’000 RM’000
Ordinary shares of RM1.00 each: Authorised: At 1 January 1,500,000 1,500,000 Created during the year 3,500,000 –
At 31 December 5,000,000 1,500,000 COMMERCE ASSET-HOLDING BERHAD (50841-W) 115
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
22 SHARE CAPITAL (CONTINUED)
The Group and The Company 2002 2001 RM’000 RM’000
Issued and fully paid: At 1 January 1,184,647 1,183,312 Issued upon exercise of Warrants 79,629 – Issued upon exercise of Employee Share Option Scheme 34,414 1,335 Bonus issue 1,287,600 –
At 31 December 2,586,290 1,184,647
During the financial year, the Company increased its authorised share capital from RM1,500,000,000 comprising 1,500,000,000 Company shares to RM5,000,000,000 comprising 5,000,000,000 Company shares.
The issued and paid-up share capital of the Company increased upon the issuance of the Company bonus shares and the new Company shares pursuant to the exercise of ESOS and warrants.
Employee Share Option Scheme The Company implemented a new Employee Share Option Scheme (“ESOS 2002/2007”) on 20 November 2002. The previous ESOS (“ESOS 1997/2002”) expired on 20 June 2002. The ESOS 2002/2007 is governed by the by-laws which were approved by the shareholders on 26 April 2002.
The main features of the ESOS 2002/2007 scheme are: (a) Eligible persons are employees of the Group who have been in the employment of the Group (excluding CIMB Berhad Group and CAHB’s associate companies’ employees) when an offer is made in writing to an employee to participate in the Scheme. The eligibility for participation in the Scheme shall be at the discretion of the Board of Directors.
(b) The total number of new ordinary shares available under the Scheme shall not exceed 10% of the total issued and paid-up share capital of the Company at any point of time during the existence of the Scheme, which shall be in force for a period of five years, expiring 19 November 2007 or any extension thereof.
(c) No option shall be granted for less than 1,000 shares and shall always be in multiples of 1,000 ordinary shares.
(d) The subscription price for each RM1.00 share shall be the average of the mean market quotation of the shares of the Company as shown in the Daily Official List issued by The Kuala Lumpur Stock Exchange for the five market days preceding the offer date, provided that subscription price shall in no event be less than the par value of the ordinary shares of the Company.
(e) The consideration is payable in full on application. The options granted do not confer any right to participate in any share issue of any other company.
On 22 November 2002, 211,448,000 share options were offered at an option price of RM3.13 to eligible employees. 116 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
23 RESERVES The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Share premium 1,695,842 2,257,812 1,695,842 2,257,812 Statutory reserves (a) 1,057,600 857,471 – – Merger reserve 65,746 65,746 – – Capital reserve arising on consolidation 28,233 28,233 – – Exchange fluctuation reserve (b) 54,460 79,971 – – Retained profit (c) 1,503,168 1,161,070 437,189 453,060
4,405,049 4,450,303 2,133,031 2,710,872
(a) The statutory reserves of the Group are maintained in compliance with the provisions of the Banking and Financial Institutions Act, 1989 and include a reserve maintained by a subsidiary in compliance with the Kuala Lumpur Stock Exchange Rules and Regulations. These reserves are not distributable by way of cash dividends.
(b) Currency translation differences have arisen from translation of net assets of Labuan Offshore subsidiaries, foreign subsidiary bank and foreign branches.
(c) Subject to agreement by Inland Revenue Board, the Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 and tax exempt income under Section 12 of the Income Tax (Amendment) Act 1999 to frank the payment of dividends out of all its retained profit as at 31 December 2002.
24 TREASURY SHARES, AT COST The Group and the Company 2002 2001
Units Units ’000 RM’000 ’000 RM’000
At 1 January 11,091 79,085 3,784 30,369 Purchased during the year 7,863 24,029 7,307 48,716
At 31 December 18,954 103,114 11,091 79,085
The shareholders of the Company, via an ordinary resolution passed at the Annual General Meeting held on 26 April 2002, approved the Company’s plan and mandate to authorise the Directors of the Company to buy back its own shares up to 10% of existing total paid-up share capital. The Directors of the Company are committed to enhance the value of the Company to its shareholders and believe that the share buyback can be applied in the best interests of the Company and its shareholders.
During the financial year, the Company bought back 7,863,000 of its issued share capital at an average price of RM3.06 per share, from the open market. As at balance sheet date, the Company has bought back a total of 18,954,000 shares. The share buyback transactions were financed by internally generated funds. These shares are being held as treasury shares. Treasury shares have no rights to vote, dividends and participation in other distribution. COMMERCE ASSET-HOLDING BERHAD (50841-W) 117
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
24 TREASURY SHARES, AT COST (CONTINUED) The details of the Company’s purchase of its own shares in the Kuala Lumpur Stock Exchange during the financial year were as follows: Highest Lowest Average No of shares price paid price paid price paid Total Date purchased per share per share per share consideration ’000 RM RM RM RM’000
Held as treasury 25 September 2002 500 3.10 3.08 3.09 1,553 shares 26 September 2002 19 3.10 3.10 3.10 60 30 September 2002 683 3.06 3.00 3.03 2,079 1 October 2002 55 3.08 3.02 3.07 170 9 October 2002 106 3.10 3.10 3.10 330 10 October 2002 250 3.08 3.04 3.07 770 14 October 2002 330 3.10 3.06 3.09 1,023 15 October 2002 1,000 3.10 3.04 3.08 3,090 18 November 2002 500 3.10 3.10 3.10 1,556 19 November 2002 500 3.10 3.08 3.10 1,554 20 November 2002 25 3.10 3.10 3.10 78 25 November 2002 500 3.10 3.10 3.10 1,556 26 November 2002 350 3.10 3.08 3.09 1,085 27 November 2002 500 3.06 2.98 3.01 1,512 28 November 2002 473 3.02 3.00 3.01 1,431 29 November 2002 450 3.02 3.00 3.01 1,362 2 December 2002 297 3.00 2.99 3.00 894 3 December 2002 750 2.99 2.91 2.95 2,223 4 December 2002 575 2.97 2.92 2.95 1,703
7,863 24,029
There was no resale of treasury shares during the financial year. There were no treasury shares cancelled during the financial year. The adjusted number of issued and fully paid-up shares with voting rights as at the financial year end after deducting treasury shares purchased is 2,567,336,000 shares.
25 INTEREST INCOME
The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Loans and advances 3,026,009 3,082,312 1,055 1,467 Money at call and deposit with financial institutions 312,689 305,980 9,514 2,448 Dealing securities 401,356 311,803 – – Investment securities 318,034 248,163 – – ICULS (Note 20) – – 9,244 21,318 Others 60,524 53,260 47 –
4,118,612 4,001,518 19,860 25,233 Accretion of discounts less amortisation of premium 205,817 269,255 10,946 8,464 Net interest suspended (252,394) (393,806) – –
4,072,035 3,876,967 30,806 33,697 118 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
26 INTEREST EXPENSE The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Deposits and placements of banks and other financial institutions 485,341 541,234 – – Deposits from other customers 1,283,982 1,277,994 – – Bonds 94,810 24,890 40,535 24,890 Loan stocks/ICULS 36,520 99,708 – – Others 92,291 72,163 3,970 2,457
1,992,944 2,015,989 44,505 27,347
27 LOAN LOSS AND PROVISION The Group
2002 2001 RM’000 RM’000
Provision for bad and doubtful debts: – specific provision (net) 677,762 838,858 – general provision 92,745 55,741 Bad debts: – recovered (40,056) (25,655) – written off 744 5,336
731,195 874,280 Provision for amounts recoverable from Danaharta – provision for value impairment during the year 78,087 78,087 809,282 952,367
28 NON-INTEREST INCOME The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Fee income: Commissions 88,465 86,105 – – Fee on loans and advances 55,416 72,257 – – Portfolio management fees 20,449 20,832 – – Service charges and fees 63,493 56,220 – – Corporate advisory fees 34,339 42,807 – – Guarantee fees 85,012 65,340 – – Other fee income 84,549 33,146 106 70
431,723 376,707 106 70 COMMERCE ASSET-HOLDING BERHAD (50841-W) 119
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
28 NON-INTEREST INCOME (CONTINUED) The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
III nvestment income: Accretion of investment gain – – 25,901 14,476 Gain from sale of investment securities 98,162 30,014 – – Net profit/(loss) from dealing securities: – Treasury 16,465 299,203 – – – Equity (1,609) (6,275) 676 15,367 Write back of provision for diminution of investment securities 10,567 31,462 8 – Write back/(write down) of dealing securities 2,368 (60,500) (8,352) (10,914) Gross dividends from: – Subsidiaries – – 35,923 91,913 – Investment and dealing securities 10,560 17,411 3,379 10,372 Gain on disposal of subsidiary – 5 – –
136,513 311,320 57,535 121,214 Other income: Foreign exchange gain: – Realised 84,023 108,351 7,382 – – Unrealised 1,368 6,668 – – Rental income 7,557 10,213 4,069 4,240 Gain/(loss) on disposal of fixed assets 1,232 754 53 (28) Gain on disposal of leased assets 103 111 – – Net gain from insurance business 1,784 1,109 – – Net brokerage fee 33,920 18,545 – – Other non-operating income 44,132 49,593 425 388 Income from Islamic Banking Scheme operation 7,185 2,799 – –
181,304 198,143 11,929 4,600
749,540 886,170 69,570 125,884
29 OVERHEAD EXPENSES The Group The Company
2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Personnel costs 594,863 733,160 1,732 1,179 Establishment costs 355,026 342,756 – – Marketing expenses 52,931 62,492 – – Administration and general expenses 277,445 114,074 8,731 8,559
1,280,265 1,252,482 10,463 9,738 120 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
29 OVERHEAD EXPENSES (CONTINUED) The above expenditure includes the following statutory disclosures: The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Directors’ remuneration (Note 30) 1,471 1,231 375 379 Rental of premises 69,664 66,849 – – Hire of equipment 6,920 6,584 – – Lease rental 2,903 10,613 – – Auditors’ remuneration – Current year 1,503 1,481 60 60 – Underprovision relating to prior year – 74 – – – Consultancy work – 1,900 – – – Others 846 1,401 100 100 Depreciation of fixed assets 136,023 109,225 2,055 2,119 Fixed assets written off 393 1,825 – – Professional fees paid to a company in which a director has interest – 112 – – Amortisation of goodwill 6,985 5,514 – – Amortisation of premium of associates 1,090 70 – – Provision for doubtful debts – – 183 –
30 DIRECTORS’ REMUNERATION The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Fees – Executive director – 60 – – – Non-executive director 549* 252 375 240
Other remuneration: – Executive director – 767 – – – Non-executive director 922* 152 – 139
1,471 1,231 375 379
The estimated cash value of benefits-in-kind of Directors amounted to RM44,439 (2001: RM76,504).
* Included in the directors’ remuneration is an amount of RM793,000 paid to a Director in his capacity as executive director for the subsidiaries. COMMERCE ASSET-HOLDING BERHAD (50841-W) 121
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
30 DIRECTORS’ REMUNERATION (CONTINUED) The number of directors whose total remuneration for the financial year which fall within the following bands are as follows: Number of Directors 2002 2001 RM’000 RM’000
Executive Director RM700,000 – RM750,000 – 1 Non-executive Directors Below RM50,000 1 2 RM50,000 – RM100,000 3 3 RM100,000 – RM150,000 2 – RM200,000 – RM250,000 1 – RM800,000 – RM850,000 1 –
31 TAXATION The Group The Company
2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Taxation based on the profit for the financial year: Malaysian income tax 173,598 136,986 6,161 41,709 Foreign tax 19,523 2,752 – – Transfer from deferred taxation (8,776) (2,460) – –
184,345 137,278 6,161 41,709 (Over)/under provision in respect of prior years: Malaysian income tax (30,953) 130 – –
153,392 137,408 6,161 41,709
The effective tax rate for the Company is lower than the statutory tax rate due to non-assessibility of certain income.
The over provision in prior year is due to the tax exemption on interest and business income as announced in the year 2000 Budget. The amounts represent savings previously not recognised pending certification from BNM which the subsidiary bank has now received in this financial year. Nevertheless, the amount is still subject to the agreement of Inland Revenue Board of Malaysia.
The effective tax rate for the Group is lower than the statutory tax rate due to certain subsidiaries utilising tax losses brought forward. The Group
2002 2001 RM’000 RM’000
Tax losses Tax saving as a result of the utilisation of tax losses brought forward from previous years for which the related credit is recognised during the financial year 42,380 50,108
Tax losses which the related tax credit has not been recognised in the financial statements 219,678 325,488
Tax saving as a result of the utilisation of current year tax losses for which credit is recognised during the financial year 405 146 122 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
32 EARNINGS PER SHARE (a) Basic earnings per share Basic earnings per share of the Group is calculated by dividing the net profit for the financial year after minority interests by the weighted average number of ordinary shares in issue during the financial year, excluding the average number of ordinary shares purchased by the Company and held as treasury shares.
2002 2001
Net profit for the financial year after minority interests (RM’000) 558,478 342,097 Weighted average number of ordinary shares in issue (’000) 2,548,609 2,462,172 Basic earnings per share (expressed in sen per share) 21.9 13.9
In respect of comparative numbers, the weighted average number of ordinary shares in issue for the financial year ended 31 December 2001 has been adjusted for the effects of the bonus shares issued in this financial year.
(b) Diluted earnings per share For the diluted earnings per share calculation, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. During the financial year, the Company has one category of dilutive potential ordinary shares: 1.75% Redeemable Euro-Convertible Bonds. The 1.75% Redeemable Euro-Convertible Bonds are assumed to have been converted into ordinary shares and the net profit is adjusted to eliminate the applicable interest expense less the tax effect.
2002 2001 RM’000 RM’000
Net profit for the financial year after minority interests 558,478 342,097 Elimination of interest expense on 1.75% Redeemable Euro-Convertible Bonds (net of tax effect) 25 25
Net profit used to determine diluted earnings per share 558,503 342,122
2002 2001 ’000 ’000
Weighted average number of ordinary shares in issue 2,548,609 1,174,572 Adjustments for – Bonus element on conversion of Redeemable Euro Convertible Bonds 643 643 – Bonus issue – 1,287,600
Weighted average number of ordinary shares for diluted earnings per share 2,549,252 2,462,815
Diluted earnings per share (expressed in sen per share) 21.9 13.9
In respect of comparative numbers, the weighted average number of ordinary shares in issue for the financial year ended 31 December 2001 has been adjusted for the effects of the bonus shares issued in this financial year. COMMERCE ASSET-HOLDING BERHAD (50841-W) 123
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
33 DIVIDENDS PER SHARE Dividends declared or proposed in respect of the financial year ended 31 December 2002 are as follows: The Group and the Company 2002 2001
Amount of Amount of Gross per dividend Gross per dividend share net of tax share net of tax sen RM’000 sen RM’000
Proposed first and final dividend of 4.5 sen per ordinary share less taxation of 28% and 0.5 sen per ordinary share tax exempt (2001: 28% tax) 5.0 96,018 6.0 55,118
The proposed dividends for the previous financial year were approved by the shareholders and paid in this financial year. This is shown as a deduction from the retained profits in the statement of changes in equity.
In respect of this financial year, the proposed final dividends as detailed above will be put forth for the shareholders’ approval at the forthcoming Annual General Meeting. The proposed final dividend will be reflected in the financial statements for the next financial year ending 31 December 2003 when approved by the shareholders. This represents a change in accounting treatment from that of prior years as explained in Note 46 to the financial statements.
34 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other significant related party transactions and balances. The related party transactions described below were carried out on terms and conditions obtainable in transactions with unrelated parties unless otherwise stated. Interest rates on fixed and short-term deposits were at normal commercial rates. The Company 2002 2001 RM’000 RM’000
Income from subsidiaries: Interest on fixed deposits and money market 9,514 2,448 Interest on loans and advances 1,055 1,467 Interest on ICULS 9,244 21,318 Accretion on investment securities 10,946 8,464 Accretion of investment gain 25,901 14,476 Dividend income 35,923 91,913 Rental income 4,069 4,240
Amount due from/(to) subsidiaries: Current accounts, deposits and placements 178,930 82,448 Amount due from shareholders (a) (640,245) – Claims made to shareholders – (60,617) Subordinated term loans 13,281 64,856 Loans and advances 8,463 69,963 ICULS 1997/2002 – 355,302 ICULS 2001/2011 348,292 329,356 Detachable coupons 170,571 170,595 124 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
34 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
The Company 2002 2001 RM’000 RM’000
Amount due from shareholders: Amount due from shareholders (a) 640,245 – Claims made to shareholders (a) – 60,617
The Company 2002 2001 Units Units
Director Employee Share Option Scheme (b) – 200,000
(a) Amount due from shareholders/claims made to shareholders This amount represents a full and final settlement in respect of the claims submitted by a subsidiary bank through the Company to the Minister of Finance (Incorporation) (“MoF”) and Khazanah Nasional Berhad (“Khazanah”) pursuant to the Share Exchange Agreement (“SEA”) dated 8 February 1999 and the Supplemental Agreement to the SEA dated 16 August 1999.
(b) The employee share options were granted to a Director on the same terms and conditions as those offered to other employees of the Company as disclosed in Note 22 to the financial statements.
35 COMMITMENTS AND CONTINGENCIES In the normal course of business, the Group made various commitments and incurred certain contingent liabilities with legal recourse to its customers. No material losses are anticipated as a result of these transactions. The commitments and contingencies are not secured against the Group’s assets. 2002 2001 Credit Credit Principal equivalent Principal equivalent RM’000 RM’000 RM’000 RM’000
The Group Direct credit substitutes 2,689,994 2,689,994 2,874,321 2,874,321 Certain transaction-related contingent items 3,332,655 1,666,328 2,970,856 1,485,428 Short-term self-liquidating trade-related contingencies 2,376,642 475,329 2,476,814 495,363 Obligations under underwriting agreement 154,971 77,485 663,960331,980 Irrevocable commitments to extend credit: – Maturity not exceeding one year 18,136,014 – 17,639,813 – – Maturity exceeding one year 2,791,637 1,395,819 3,374,213 1,682,668 Credit derivatives ––30,400 30,400 Miscellaneous commitments and contingencies 4,579,317 106,448 2,904,383 –
34,061,230 6,411,403 32,934,760 6,900,160 COMMERCE ASSET-HOLDING BERHAD (50841-W) 125
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
35 COMMITMENTS AND CONTINGENCIES (CONTINUED) 2002 2001 Credit Credit Principal equivalent Principal equivalent RM’000 RM’000 RM’000 RM’000
Foreign exchange related contracts: – less than one year 7,088,238 135,398 4,439,193 93,720 – one year to less than five years 1,553,862 118,179 371,462 92,011 8,642,100 253,577 4,810,655 185,731
Interest rate related contracts: – less than one year 16,558,248 9,159 11,510,459 7,202 – one year to less than five years 36,573,486 335,613 16,706,083 136,025 – five years and above 8,363,000 115,674 3,908,200 42,163 61,494,734 460,446 32,124,742 185,390
Equity related contracts: – less than one year 6,533 – 5,431 – 70,143,367 714,023 36,940,828 371,121
104,204,597 7,125,426 69,875,588 7,271,281
The Company Interest rate related contracts: – one year to less than five years 250,000 6,670 ––
Breakdown of foreign exchange contracts and interest rate contracts: 2002 2001 Credit Credit Principal equivalent Principal equivalent RM’000 RM’000 RM’000 RM’000
Foreign exchange related contracts: – Forward exchange contracts 7,106,776 172,814 4,198,825 82,590 – Cross currency swaps 725,817 68,611 611,830103,141 – Foreign exchange swaps 809,507 12,152 ––
8,642,100 253,577 4,810,655 185,731
Interest rate related contracts: – Interest rate futures 51,315,128 – 26,787,762 – – Interest rate swaps 10,169,606 460,246 5,336,980185,390 – Interest rate option 10,000 200 –– 61,494,734 460,446 32,124,742 185,390
Equity related contracts: – Future contracts 6,533 – 5,431 – 70,143,367 714,023 36,940,828 371,121
The Company Interest rate related contracts: – Interest rate swaps 250,000 6,670 – – 126 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
35 COMMITMENTS AND CONTINGENCIES (CONTINUED) The Group has also given a continuing guarantee to Bank Negara Malaysia and Labuan Offshore Financial Services Authority to meet the liabilities and financial obligations and requirements of its subsidiaries, Bumiputra-Commerce Bank (L) Limited and CIMB (L) Limited respectively, arising from their offshore banking business in the Federal Territory of Labuan.
Foreign exchange and interest rate related contracts are subject to market risk and credit risk:
Market risk Market risk is the potential change in value caused by movement in market rates or prices. The contractual amounts stated above provide only a measure of involvement in these types of transactions and do not represent the amounts subject to market risk. Exposure to market risk may be reduced through offsetting on and off-balance sheet positions. As at 31 December 2002, the amount of contracts which were not hedged and, hence, exposed to market risk was RM1,226,356,000 (2001: RM2,999,139,000).
Credit risk Credit risk arises from the possibility that a counterparty may be unable to meet the terms of a contract in which the Group has a gain position. As at end of 2002, the amount of credit risk, measured in terms of the cost to replace the profitable contracts, was RM950,475,000 (2001: RM425,735,000). This amount will increase or decrease over the life of the contracts, mainly as a function of maturity dates and market rates or prices.
36 CAPITAL COMMITMENTS Capital expenditure approved by Directors but not provided for in the financial statements amounted to approximately: The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Capital expenditure: Authorised and contracted for 48,719 17,726 – 7,123 Authorised but not contracted for 34,209 20,710 – –
At 31 December 82,928 38,436 – 7,123
Analysed as follows: The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Fixed assets 36,068 31,313 – – Acquisition of First Malaysia Property Trust – 7,123 – 7,123 Subscription for investments 46,860 – – –
At 31 December 82,928 38,436 – 7,123 COMMERCE ASSET-HOLDING BERHAD (50841-W) 127
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
37 LEASE COMMITMENTS The lease commitments are in respect of rented premises and hired equipment, all of which are classified as operating leases. A summary of the non-cancellable long-term commitments net of sub-leases are as follows: The Group
2002 2001 RM’000 RM’000
Within one year 48,016 42,729 One year to five years 75,292 26,774 Over five years 63,139 7,879
38 SEGMENT REPORTING (a) Primary reporting format – business segments Definition of segments For management purposes, the Group is organised into eight major operating divisions. The divisions form the basis on which the Group reports its primary segment information.
Corporate Banking Corporate and institutional banking focuses on the large listed corporations, multinational companies, Federal and State Government clients. It promotes traditional banking products, project financing, corporate loans, margin lending and others. Included under Corporate banking are offshore activities carried out by Bumiputra-Commerce Bank (L) Limited, the offshore banking arm for the Group. Borrowing and lending facilities are offered in major currencies mainly to corporate clients.
Business Banking Business banking focuses on middle market customers. It promotes trade finance and overdraft facilities for small and medium enterprises. This segment also includes leasing financing activities carried out by Bumiputra-Commerce Leasing Berhad which is predominant to middle market customers.
Retail Banking Retail banking focuses on individual customers and small businesses. It promotes products such as residential mortgages, shophouse loans, shares financing and other various type of retail and consumer loans. Also, included under this segment is the hire purchase activities of Bumiputra-Commerce Finance Berhad, primarily for new and used cars. Bumiputra- Commerce Factoring Berhad is also included under Retail Banking as it is predominantly involved in retail loan management.
Treasury Treasury focuses on treasury activities and services which include foreign exchange, money market, derivatives and capital market instruments trading.
Financial advisory, underwriting and other fees Financial advisory, underwriting and other fees mainly comprises of fees derived from structured financial solutions, origination of capital market products including debt and equity, mergers and acquisitions, secondary offerings, asset backed securities, debt restructurings, corporate advisory, Islamic capital market products and project advisory. In addition, this segment also includes underwriting of primary equities and debt products. 128 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
38 SEGMENT REPORTING (CONTINUED) (a) Primary reporting format – business segments (Continued) Debt related Debt related mainly comprises of proprietary trading and market making in the secondary market for debt, debt related derivatives and structured products. It includes the origination of lending products such as corporate loans and margin lending. It also invests in proprietary capital.
Equity related Equity related mainly comprises of institutional and retail broking business for securities listed on Kuala Lumpur Stock Exchange. It also includes income from trading in domestic and regional equities market.
Support and others Support comprises all back-office processes, cost centers and non-profit generating divisions in the subsidiary bank. Other business segments in the Group include investment holding, fund management, unit trust manager, life assurance business, offshore activities and other related financial services, whose results are not material to the Group and thus do not render separate disclosure in the financial statements and have been reported in aggregate. COMMERCE ASSET-HOLDING BERHAD (50841-W) 129
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
(279)
2,305
,855) (1,855)
53,392) (153,392)
,387) (5,598) (6,985)
Financial
advisory and Support
––––––
––––––22112,0841
––––––(1
–––––––(1
–––––––(1
Retail Business Corporate underwriting Debt Equityand
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
774,304 67,015 (7,066) 232,827 (2,998) 123,835 1,270 77,087 1,266,274
954,424 346,997 317,532 238,730 – 139,909 – 81,499 2,079,091
TING (CONTINUED)
provision (180,120) (278,501) (328,328) (4,038) – (16,074) – (2,221) (809,282)
receivables – (1,481) 3,730(1,865) (2,998) – 1,270 (2,191) (3,535)
commitments and
contingencies – (279)
associates
associates
financial year financial interests 395,977 87,601 36,194 456,345 78,391 111,970 1,881 (576,033) 592,326 before minority before
Group banking banking banking Treasurybusiness business business others Total
Net interest income Net interest – external 1,002,480 309,386 191,522 384,859 – 139,909 – 50,935 2,079,091
– inter-segment (48,056) 37,611 126,010 (146,129) – – – 30,564 –
Loan loss and
Provision for other for Provision
Non interest incomeNon interest 56,823 156,300 110,877 238,699 106,148 41,081 21,266 18,346 749,540 Provision for Provision
Overhead expensesOverhead (435,150) (135,435) (67,617) (15,181) (24,759) (52,946) (19,489) (522,703) (1,273,280) Segment result 395,977 87,601 36,194 456,345 78,391 111,970 3,047 (427,270) 742,255 Share of results of of results Share Net income 831,127 223,036 103,811 471,526 103,150 164,916 22,536 95,433 2,015,535
Goodwill amortisation
Profit before taxation before Profit 395,977 87,601 36,194 456,345 78,391 111,970 1,881 (420,784) 747,575 Taxation Share of tax of of tax Share
Zakat–––––––(2)(2)
Net profit for the for Net profit
(a) – business segments (continued) Primary reporting format
38 SEGMENT REPOR 130 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
2,551 333,755
6,777 179,109
he interest yield curve according to according curve yield interest he
h rates applied based on t on based applied rates h
Financial
advisory and Support
h business segment wit segment business h
–––––78,087
––––––2,33217
––––––31,20430
–––––––112,062112,062
Retail Business Corporate underwriting Debt Equityand
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
17,619,471 15,253,229 19,786,798 18,434,150 6,154 10,916,306 114,259 1,692,212 83,822,579
17,487,708 14,320,963 17,922,344 22,222,689 82,769 11,661,036 258,661 6,895,824 90,851,994
TING (CONTINUED)
associates
items
expenditure 11,136 4,418 471 36 – 37,344 – 309,835 363,240
discount less amortisation of premium for premium investment securities 1,947 – 6,779 186,133 – 5,925 – 5,033 205,817
expenses – – 78,087
Group banking banking banking Treasurybusiness business business others Total
Segment assets 17,487,70814,320,963 17,922,344 22,222,689 82,769 11,661,036 256,329 6,719,047 90,672,885 Investment in Investment
Unallocated assets Unallocated
Total assetsTotal 17,487,708 14,320,963 17,922,344 22,222,689 82,769 11,661,036 289,865 7,198,375 91,185,749
Segment liabilities Unallocated liabilities Unallocated
Total liabilitiesTotal 17,619,471 15,253,229 19,786,798 18,434,150 6,154 10,916,306 114,259 1,804,274 83,934,641
Other segment
Incurred capital Incurred
Depreciation 13,904 5,750 621 38 – 10,298 – 105,412 136,023 Accretion of Accretion
Other non cash
Intersegmental charges are computed on the interest-bearing assets and liabilities of eac of liabilities and assets interest-bearing the on computed are charges Intersegmental Basis of pricing for inter-segment transfers: of maturity. structure the term
(a) Primary – business segments (continued) reporting format
38 SEGMENT REPOR COMMERCE ASSET-HOLDING BERHAD (50841-W) 131
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
38 SEGMENT REPORTING (CONTINUED) (b) Secondary reporting format – geographical segments The Group’s business segments are managed on a worldwide basis and they operate mainly in a three main geographical areas: – Malaysia, the home country of the Group, which includes all the areas of operations in the primary business segments. – Indonesia, the areas of operation in this country include all the primary business segments of the newly acquired subsidiary bank, PT Bank Niaga Tbk. – Other countries include branch and subsidiary operations in Singapore, Japan, United Kingdom and Hong Kong. The overseas branches are involved mainly in corporate lending and borrowing activities. With the exception of Malaysia and Indonesia, no other individual country contributed more than 10% of the consolidated net interest income or assets.
Net interest Total Capital income asset expenditure The Group RM’000 RM’000 RM’000
Malaysia 1,946,120 74,653,337 340,301 Indonesia 22,354 9,599,140 22,278 Other countries 110,617 6,933,272 661
2,079,091 91,185,749 363,240
As this is the first year of implementation of the reporting of segment information by business segments, the information for the previous financial year was not presented as it is not practicable to do so.
As required by MASB 22, the followings are disclosure of the segment results if the previous financial year’s presentation is used: ––––––––––––––––➤ The Group ––––––––––––––––➤ Profit before Operating taxation Assets revenue and zakat employed RM’000 RM’000 RM’000
2002: Commercial banking 2,271,670 338,374 72,603,226 Offshore banking 68,384 41,078 5,248,133 Finance, factoring and leasing operations 356,118 170,210 4,973,876 Investment holding 16,511 85,399 6,331,663 Merchant banking 162,988 98,017 9,126,291 Stock and sharebroking 48,593 23,603 321,030 Unit trust management 11,138 2,582 50,366 Discount house 74,348 92,373 3,348,585 Insurance 1,784 1,784 535,772 Fund management 8,204 3,319 127,879 Futures broking 1,575 415 39,909 Property holding 1,066 795 9,749 Nominees services and others 77,218 1,557 64,885
3,099,597 859,506 102,781,364 Consolidation adjustments (43,299) (111,931) (11,595,615)
3,056,298 747,575 91,185,749 132 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
38 SEGMENT REPORTING (CONTINUED) ––––––––––––––––➤ The Group ––––––––––––––––➤ Profit before Operating taxation Assets revenue and zakat employed RM’000 RM’000 RM’000
2001: Commercial banking 2,089,736 117,029 58,559,429 Offshore banking 29,084 37,914 2,389,520 Finance, factoring and leasing operations 297,12077,8094,088,891 Investment holding 357,497 173,7405,128,486 Merchant banking 355,641 221,414 8,032,759 Stock and sharebroking 31,134 4,384 352,565 Unit trust management 15,716 5,686 48,539 Discount house 78,899 35,842 3,191,043 Insurance 4,091 1,109 494,467 Fund management 13,194 10,421 90,431 Futures broking 2,011 369 33,075 Property holding 989 774 10,052 Nominees services and others 1,561 (25) 11,663
3,276,673 686,466 82,430,920 Consolidation adjustments (205,797) (170,898) (8,060,597)
3,070,876 515,568 74,370,323
Included in the investment holding segment is dividend income from other segments which amounted to RM35,923,000 (2001: RM91,913,000).
39 CASH AND CASH EQUIVALENTS Cash and cash equivalents included in the consolidated and the Company’s cash flow statement comprise the following: The Group The Company 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
Cash and balances with banks and other financial institutions 1,366,780 1,042,620 10,605 28 Money at call and deposit placements maturing within one month 6,018,240 4,049,095 168,325 82,420
7,385,020 5,091,715 178,930 82,448 COMMERCE ASSET-HOLDING BERHAD (50841-W) 133
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
40 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (a) Acquisition of entire equity interest in Halyconia Asia Fund Limited (“HAF”) With effect from 2 January 2002, a subsidiary company, CIMB via its wholly-owned subsidiary, CIMB (L) Limited controls the entire equity interest in HAF comprising 100 ordinary shares of USD1.00 each for purchase consideration of USD100, satisfied by cash. Concurrently, CIMB (L) Limited subscribed for 200 units of the redeemable preference shares of par value USD0.01 each with a premium of RM49,999.99 each with effect from 2 January 2002.
(b) Restructuring and listing scheme of CIMB Berhad In connection with the restructuring and listing of a subsidiary, CIMB Berhad on the Main Board of the Kuala Lumpur Stock Exchange (“KLSE”), the following had taken place during the financial year: (i) UFJ Bank Limited (“UFJ”) acquisition On 28 August 2002, the Company entered into a Share Sale Agreement with UFJ for the acquisition of CIMB’s 24,288,000 shares representing approximately 7.61% equity interest therein from UFJ for a cash purchase consideration of RM102,252,480 or RM4.21 per CIMB share.
In addition, in view of the restructuring and listing scheme, an additional payment was made by the Company to UFJ in cash based on a prescribed formula.
Notwithstanding the additional payment, the UFJ acquisition was completed on 4 September 2002.
(ii) Bank Pertanian Malaysia (“BPM”) acquisition On 2 October 2002, the Company entered into a Share Sale Agreement with BPM for the acquisition of CIMB’s 37,342,800 shares representing approximately 11.70% equity interest therein from BPM for a purchase consideration of RM157,213,188 or RM4.21 per CIMB share.
The total consideration of RM157,213,188 was satisfied by a combination of cash and new shares in CIMB Berhad. The new shares in CIMB Berhad represent approximately 4.99% of the enlarged issued and paid-up share capital of CIMB Berhad.
In addition, in view of the restructuring and listing scheme, an additional payment was made by the Company to BPM in cash based on a prescribed formula.
Notwithstanding the additional payment, the BPM acquisition was completed on 26 November 2002.
Upon completion of the BPM acquisition, CIMB became a wholly-owned subsidiary of the Company.
(iii) Disposal of CIMB On 27 November 2002, the Company entered into a Share Sale Agreement with its wholly-owned subsidiary, CIMB Berhad, for the disposal of the Company’s entire equity interest in CIMB comprising 319,242,000 shares to CIMB Berhad upon completion of the BPM acquisition for a total consideration of RM1,343,703,288 which was satisfied wholly by the issuance of 849,999,998 new CIMB Berhad shares, credited as fully paid-up, at an issue price of approximately RM1.58 per new CIMB Berhad share. The disposal of CIMB was completed on 27 November 2002.
The purchase consideration was arrived at based on the audited net assets of the CIMB Group as at 31 December 2001 of RM1,343,703,288.
Upon completion of the disposal of CIMB, the issued and paid-up share capital of CIMB Berhad increased from RM2 comprising 2 CIMB Berhad shares to RM850,000,000 comprising 850,000,000 CIMB Berhad shares.
Subsequent to the UFJ acquisition, the BPM acquisition and disposal of CIMB, CIMB became a wholly-owned subsidiary of CIMB Berhad, which in turn is 95.01% owned by the Company. The balance of the 4.99% equity interest in CIMB Berhad is held by BPM. 134 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
40 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTINUED) (b) Restructuring and listing scheme of CIMB Berhad (Continued) (iv) Restricted offer for sale In conjunction with the restructuring and listing scheme, the Company proposes to undertake a restricted offer for sale of 128,785,000 CIMB Berhad shares to the public shareholders of the Company and 1,100,000 CIMB Berhad shares to the Non-Executive Directors and Company Secretary of the Company and the Non-Executive Directors of CIMB Berhad Group (CIMB Berhad and its subsidiaries) at an offer price of RM1.75. All the Non-Executive Directors and Company Secretary had undertaken to take up in full their respective entitlements to be allocated to them.
The closing date for acceptance and payment for the restricted offer of sales was 18 December 2002.
(v) Employee Equity Scheme (“EES”) Concurrent with the restructuring and listing scheme and to facilitate the CIMB Berhad Group employees’ equity participation in the CIMB Berhad Group, the Company established an employee equity scheme offering 41,300,000 CIMB Berhad shares for the CIMB Berhad Group eligible employees to reward their contribution to the CIMB Berhad Group.
To participate in the EES, each employee was required to pay RM2.00 as acceptance of the CIMB Berhad shares offered.
The closing date for acceptance and payment for the EES was 18 December 2002.
(vi) Executive Employee Share Option Scheme (“EESOS”) In conjunction with the restructuring and listing scheme, CIMB Berhad had obtained the approval of the Securities Commission and the existing shareholders of CIMB Berhad to establish an executive employee share option scheme.
The number of EESOS options to be offered under the EESOS shall not exceed 10% of the issued and paid-up share capital of CIMB Berhad at any one time. Based on the enlarged issued and paid-up share capital of CIMB Berhad of RM850,000,000 comprising 850,000,000 CIMB Berhad shares, the number of new CIMB Berhad shares to be issued pursuant to the EESOS is 85,000,000.
(vii) Listing and quotation Pursuant to step (i) to (vi) above, the restructuring and listing scheme entails the listing of and quotation for the entire enlarged issued and paid-up share capital of CIMB Berhad of RM850,000,000 comprising 850,000,000 ordinary shares of RM1.00 each and of the new CIMB Berhad shares that may be issued upon exercise of the EESOS options on the Main Board of the KLSE.
In conjunction with the restructuring and listing scheme, the Board of the Company granted a share option to the Chief Executive Officer of CIMB to purchase 42,000,000 CIMB Berhad shares held by the Company representing approximately 4.94% of the enlarged issued and paid-up share capital of CIMB Berhad as at the date of the listing of CIMB Berhad.
(c) Transfer of CIMB ShareTech Sdn Bhd (“CST”) (formerly known as ShareTech Securities Sdn Bhd) business to CIMB Securities Sdn Bhd (“CIMBS”) CIMBS, a wholly-owned subsidiary of CIMB, had on 12 July 2001 acquired 100% equity interest in CST for a purchase consideration of RM47,971,736.
As part of the stockbroking consolidation exercise, CST had subsequently transferred its business of stockbroking to CIMBS and surrended its Dealer’s Licence on 17 June 2002. COMMERCE ASSET-HOLDING BERHAD (50841-W) 135
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
40 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTINUED) (d) Acquisition of PT Bank Niaga Tbk and its subsidiaries Pursuant to the Sale and Purchase Agreement between the Company and the Indonesian Bank Restructuring Agency (“IBRA”) dated 8 November 2002, the Company acquired 51% equity interest in PT Bank Niaga Tbk comprising 39,900,000,000 ordinary shares of IDR5.00 each at a purchase consideration of RM435.63 million, to be wholly satisfied in cash. The acquisition was completed on 22 November 2002 upon full settlement of the purchase consideration. The details of the acquisition of subsidiary are disclosed in Note 43 to the financial statements.
(e) Acquisition of minority interest in Bumiputra-Commerce Leasing Berhad (“BCLB”) On 8 January 2002, a subsidiary bank, Bumiputra-Commerce Bank Berhad (“BCB”) acquired the remaining 14.3% equity interest in BCLB from the minority shareholders, Sumitomo Mitsui Banking Corporation comprising 1,428,571 ordinary shares of RM1.00 each for a cash consideration of RM20,000.
Subsequently on 28 January 2002, BCB took up the rights issue of 40 million new shares in BCLB at an issue price of RM1.00 per ordinary share. As a result, the fully paid-up share capital of BCLB stood at RM50,000,000 as of 31 December 2002.
(f) Additional investment in South East Asian Bank Limited (“SEA Bank”), incorporated in Republic of Mauritius On 21 November 2002, BCB took up additional investment in SEA Bank via a rights issue amounting to RM3,864,407.
As at 31 December 2002, BCB holds 50,000,000 ordinary shares of SEA Bank which represent a 38% interest in SEA Bank. With appointment of management representatives on the Board of Directors and senior management, SEA Bank is now equity accounted in the financial statements of BCB.
(g) Zero coupon redeemable unsecured USD Bonds 1997/2002 The zero coupon redeemable unsecured USD Bonds 1997/2002 were issued with 81,231,175 detachable Warrants.
During the financial year, the Warrants of 79,629,276 were converted and the remaining was lapsed on 16 March 2002.
Pursuant to the terms and conditions of the Trust Deed, the Company fully redeemed the nominal value of the Bonds outstanding on its maturity date of 17 June 2002.
(h) Bonus issue of 1,287,599,630 new ordinary shares of RM1.00 each in the Company (“Company shares”) on the basis of one (1) new Company share for every one (1) existing Company share held (“Bonus issue”) On 5 September 2002, bonus issue of 1,287,599,630 new Company shares for every existing ordinary share of RM1.00 each held in the Company was made out of the Company’s share premium reserve.
The bonus shares rank pari passu in all respects with the then existing Company shares, save and except that they were not entitled to dividends declared for the financial year ended 31 December 2001. 136 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
41 SIGNIFICANT EVENTS SUBSEQUENT TO BALANCE SHEET DATE (a) Restructuring and listing scheme of CIMB Berhad (i) Restricted offer for sale On 2 January 2003, 1,100,000 of CIMB Berhad shares were allotted at an offer price of RM1.75, under the restricted offer for sales to the Non-Executive Directors and Company Secretary of the Company and the Non-Executive Directors of the CIMB Berhad Group.
(ii) Employee Equity Scheme (“EES”) On 2 January 2003, 41,300,000 of CIMB Berhad shares were allotted to the respective CIMB Berhad Group employees (under their nominees accounts) according to their entitlements under the EES.
(iii) Executive Employee Share Option Scheme (“EESOS”) CIMB Berhad had on 2 January 2003, made an offer to grant options to the Senior Management of CIMB Berhad Group to subscribe to shares of CIMB Berhad under the EESOS. The number of EESOS options offered to the Senior Management of CIMB Berhad Group amounted to 11,000,000 new ordinary shares of RM1.00 each of CIMB Berhad.
(iv) Listing and quotation The entire issued and paid-up share capital of CIMB Berhad 850,000,000 ordinary shares of RM1.00 each was admitted to the Official List of the Exchange, and the listing and quotation of these shares on the Main Board of Kuala Lumpur Stock Exchange was granted with effect from 8 January 2003.
(b) Further investment in SEA Bank On 13 January 2003, BCB purchased additional 70,000,000 ordinary shares in SEA Bank, representing 22% of the share capital of SEA Bank. The purchase consideration of RM9,284,467 is satisfied in cash.
BCB’s total interest now stands at 120,000,000 ordinary shares, representing 60% of the share capital of SEA Bank. Thus, subsequent to the year end, BCB accounts for SEA Bank as a subsidiary of BCB. The goodwill on acquisition amounted to RM1,790,000.
(c) Full and final settlement of claims Subsequent to the year end, the Company, MoF and Khazanah have agreed that the amount, as disclosed in Note 7 and Note 34 to the financial statements, will be the full and final settlement of all claims submitted by the Company.
(d) Termination of proposed investment in Global TIMES Ventures GmbH & Co. KG CIMB and T-Venture Holding GmbH of Germany (formerly known as T-Telematik Venture Holding GmbH) (“T-Ventures”) had on 27 February 2003 signed a Termination Agreement to formalise the intentions of the parties to terminate an earlier Agreement dated 18 June 2001 for the proposed participation by CIMB in Global TIMES Ventures GmbH & Co. KG (“GTV”). GTV is a limited partnership in which CIMB has contracted to acquire a 20% interest, amounting to a total investment of EUR11,400,000. COMMERCE ASSET-HOLDING BERHAD (50841-W) 137
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
41 SIGNIFICANT EVENTS SUBSEQUENT TO BALANCE SHEET DATE (CONTINUED) (e) Term loan facility of USD200 million Subsequent to the year end, BCB obtained a 360-day transferable unsecured syndicated loan facility of USD200 million. The facility will mature in March 2004 and carries interest rate at an all-in-yield of London inter-bank offer rate (*LIBOR”) plus 0.42%.
(f) Acquisition of interest of I-Prestige Sdn Bhd (“I-Prestige”) and the securitisation of hire purchase receivables by Bumiputra-Commerce Finance Berhad (“BCF”) Subsequent to the year end, a subsidiary of BCB, BCF acquired a 100% interest in I-Prestige for RM2 in cash and increased the paid-up share capital by RM12,750,000. BCF will treat I-Prestige as a wholly-owned subsidiary of BCF thereafter.
I-Prestige was established for the purpose of securitisation of BCF’s hire purchase receivables when it purchased hire purchase receivables from BCF and subsequently sold the majority of interest in the hire purchase receivables to another company, namely Auto ABS One Bhd (“Auto ABS One”) which is owned by a share trustee. The hire purchase receivables securitisation programme is funded through issuance of bonds by Auto ABS One and deferred consideration owing to BCF. The scheme and the issuance of bonds are in compliance with the Securities Commission’s “Guidelines on the offering of Asset-Backed Debt Securities”.
(g) Share buy back Subsequent to the balance sheet date, the Company bought back a further 10,077,000 shares of its own for RM30,632,748 (average price of RM3.04 per share) from the open market with internally generated funds.
The details of the Company’s purchase of its own shares in the Kuala Lumpur Stock Exchange subsequent to the balance sheet date were as follows: Highest Lowest Average No of shares price paid price paid price paid Total Date repurchased per share per share per share consideration RM RM RM RM
Held as treasury 8 January 2003 118 3.10 3.08 3.10 367 shares 9 January 2003 498 3.10 3.06 3.07 1,536 10 January 2003 800 3.10 3.02 3.04 2,438 27 January 2003 225 3.10 3.08 3.09 698 10 February 2003 163 3.10 3.10 3.10 507 13 February 2003 510 3.10 3.10 3.10 1,587 14 February 2003 1 3.10 3.10 3.10 3 25 February 2003 666 3.10 3.08 3.10 2,071 26 February 2003 100 3.10 3.10 3.10 311 27 February 2003 163 3.10 3.10 3.10 507 5 March 2003 432 3.10 3.10 3.10 1,344 6 March 2003 1,050 3.10 3.06 3.09 3,255 7 March 2003 700 3.06 3.04 3.05 2,141 10 March 2003 665 3.04 2.99 3.00 2,005 11 March 2003 747 2.98 2.93 2.94 2,206 12 March 2003 535 2.95 2.92 2.95 1,583 13 March 2003 711 2.96 2.94 2.95 2,105 14 March 2003 861 2.99 2.97 2.98 2,578 17 March 2003 408 2.98 2.96 2.97 1,216 18 March 2003 724 3.00 2.99 3.00 2,175
10,077 30,633 138 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
42 CAPITAL ADEQUACY (a) The capital adequacy ratios are as follows: The Group 2002 2001 RM’000 RM’000
Tier I capital 5,934,896 4,838,386 Eligible Tier II capital 1,561,176 1,664,986
7,496,072 6,503,372 Less: Investment in subsidiaries and holding of other banking institutions’ capital (516,968) (460,695)
Capital base 6,979,104 6,042,677
Core capital ratio 10.53% 9.92% Risk-weighted capital ratio 12.38% 12.39%
(b) Components of Tier I and Tier II capital are as follows: 2002 2001 RM’000 RM’000
Tier I capital Paid-up capital 2,698,617 2,027,547 Share premium 5,136,131 1,221,266 Other reserves (1,899,852) 1,589,573
Total Tier I capital 5,934,896 4,838,386
Tier II capital Subordinated loans 752,497 – ICULS issued – 1,022,651 General provision for bad and doubtful debts 808,679 642,335
Total Eligible Tier II capital 1,561,176 1,664,986
Less: Investments in subsidiaries (516,968) (460,695)
6,979,104 6,042,677
Breakdown of risk-weighted assets in the various categories of risk-weights are as follows: 0% 17,874,660 12,685,047 10% 1,969,504 2,011,122 20% 14,218,726 10,118,127 50% 11,194,230 10,143,255 100% 47,737,070 41,469,652 COMMERCE ASSET-HOLDING BERHAD (50841-W) 139
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
42 CAPITAL ADEQUACY (CONTINUED) The above capital adequacy ratio calculations are based on the guidelines issued by Bank Negara Malaysia to the banking institutions. Although the Company is not subject to the above guidelines, disclosure of the capital adequacy ratios are made on a voluntary basis.
The Group capital adequacy ratios above refer to those of the Company’s banking subsidiaries BCB (includes the operations of Bumiputra-Commerce Bank (L) Limited), CIMB (includes the operations of CIMB (L) Limited) and PT Bank Niaga Tbk.
Included in the zero percent risk-weighted assets for a subsidiary bank is an amount due from DUSB amounting to RM375,195,000 (2001: RM1,108,506,000) which is to be paid with DUSB Bonds that carry zero risk-weight in accordance with Bank Negara Malaysia’s approval letter dated 16 July 1999.
43 ACQUISITIONS (a) Acquisitions of PT Bank Niaga Tbk and its subsidiaries On 30 November 2002, the Company subscribed 51% equity interest in PT Bank Niaga Tbk for a purchase consideration of RM439.14 million, paid in cash.
The effect of the acquisitions on the financial results of the Group during the financial year is as follows: 1 month ended 31.12.2002 RM’000
Interest income 98,226 Interest expense (75,871)
22,355 Write back of provision for other receivables 384 Loan loss and provision (681) Provision for commitments and contingencies (279) Non-interest income 21,697
Net income 43,476 Overhead expenses (19,729)
Profit for the period 23,747 Less: Minority interests (11,636)
Profit for the period after minority interests 12,111 140 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
43 ACQUISITIONS (CONTINUED) (a) Acquisitions of PT Bank Niaga Tbk and its subsidiaries (Continued) The effect of the acquisitions on the financial position of the Group is as follows: 31.12.2002 RM’000
Cash and short-term funds 1,496,064 Deposits and placements with financial institutions 443,290 Dealing securities 946,674 Investment securities 1,842,004 Loans and advances 4,360,490 Other assets 390,925 Associates 695 Fixed assets 118,997 Deposits from customers (7,555,344) Deposits and placements of banks and other financial institutions (257,260) Obligations on securities sold under repurchase agreements (177,568) Bills and acceptances payable (191,770) Other liabilities (653,983) Other borrowings (205,059) Minority interests (264,463)
Increase in Group net assets 293,692
Details of net assets acquired, goodwill and cash flow arising from the acquisition are as follows: At date of acquisition RM’000
Cash and short-term funds 1,850,098 Deposits and placements with banks and other financial institutions 474,683 Dealing securities 746,797 Investment securities 2,095,723 Loans and advances 4,027,826 Other assets 351,532 Associates 1,021 Fixed assets 118,584 Deposits from customers (7,475,542) Deposits and placements of banks and other financial institutions (288,010) Obligations on securities sold under repurchase agreements (151,562) Bills and acceptances payable (56,648) Other liabilities (784,855) Other borrowings (393,672) Minority interests (252,827)
Net assets acquired 263,148 Goodwill on acquisition 198,630
Total purchase consideration 461,778 COMMERCE ASSET-HOLDING BERHAD (50841-W) 141
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
43 ACQUISITIONS (CONTINUED) (a) Acquisitions of PT Bank Niaga Tbk and its subsidiaries (Continued) At date of acquisition RM’000
Total purchase consideration Purchase consideration discharged by cash 439,140 Expenses directly attributable to the acquisition, paid in cash 22,638 Less: cash and short-term funds acquired (1,850,098)
Cash inflow on acquisition (1,388,320)
(b) Acquisition of Halyconia Asia Fund Limited (“HAF”) With effect from 2 January 2002, the Group controls the entire equity interest in HAF comprising 100 ordinary shares of USD1.00 each for purchase consideration of USD100, satisfied by cash amounting to USD100. Concurrently, the Group subscribed for 200 units of the redeemable preference shares of par value USD0.01 each with a premium of USD49,999.99 each with effect from 2 January 2002.
The effect of the acquisition on the financial results of the Group during the financial year is as follows: 12 months ended 31.12.2002 RM’000
Interest income 415 Interest expense –
Net interest income 415 Dividend income 206 Net interest loss (5,445) Other non-interest income 543
Net loss (4,281) Overhead expenses (325)
Loss before taxation (4,606) Taxation –
Decrease in the Group’s net profit for the period (4,606)
The effect of the acquisition on the financial position of the Group is as follows: 31.12.2002 RM’000
Cash and bank balances 33,460 Dealing securities 201 Other assets 30
Increase in Group’s net assets 33,691 142 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
43 ACQUISITIONS (CONTINUED) (b) Acquisition of Halyconia Asia Fund Limited (“HAF”) (Continued) Details of net assets acquired, goodwill and cash flow arising from the acquisition are as follows: At date of acquisition RM’000
Cash and short-term funds 380
Fair value of net assets acquired/cost of acquisition 380
Total purchase consideration 380
Purchase consideration discharged by cash 380 Less: Cash and cash equivalents of subsidiary acquired (380)
Cash outflow on acquisition –
44 USE OF FINANCIAL INSTRUMENTS A Financial risk management objectives and policies The Group’s financial risk management policy is adopted from the main operating subsidiaries risk management policies. Various initiatives and development have been formed at the operating subsidiaries in order to identify, measure, control and monitor all identifiable risks.
The Group operates within a clearly defined set of principles and guidelines that are approved by the Board. Various working committees were formed at the operating subsidiaries in carrying out the process to ensure that all identifiable risks are addressed and managed adequately.
The main areas of financial risks faced by the Group and the policies to address these financial risks in respect of the major areas of banking activities represented by the commercial banks, namely Bumiputra-Commerce Bank Berhad and PT Bank Niaga Tbk and the investment bank, CIMB Berhad are set out as follows:-
Market risk Bumiputra-Commerce Bank Berhad (“BCB”) Market risk is the risk that changes in interest rates, foreign exchange rates, debt securities and other financial contracts, including derivatives, which will have an adverse financial effect on BCB’s financial condition and result. The Treasury Risk Policy has been established.
Market risk arises in BCB during the course of doing business, which is in the form of trading activities and meeting customer demand, and also in the investment in corporate bonds, either in Private Debt Securities (“PDS”) or in the international bond market where the bonds may be a fixed or floating rate. BCB is also involved in the derivative transactions such as Interest Rate Swap (“IRS”), Currency Swap, Cross Currency Interest Rate Swap (“CCIRS”), Assets Swap and Futures. All the derivative transactions are for customer requirements, where they are done back to back with other counterparties.
BCB also sets cut loss limit. The cut loss limit set is by day, month and year, where it also takes into account the realised and unrealised losses. Based on the current low and stable interest, interest rate risk at BCB is currently low. BCB is adopting a strategy by entering a derivative swap transaction to swap the fixed interest rate to floating and to open the repricing into shorter and manageable periods of 3 or 6 months. COMMERCE ASSET-HOLDING BERHAD (50841-W) 143
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
44 USE OF FINANCIAL INSTRUMENTS (CONTINUED) A Financial risk management objectives and policies (Continued) Market risk (Continued) Bumiputra-Commerce Bank Berhad (“BCB”) (Continued) BCB has a Market Risk Management policy governing the trading and other Global Treasury activities. A cut loss limit is set for all trading activities. BCB will in the future be adopting the best practice of VaR methodology in estimating the potential loss over certain confidence interval (“CI”) and over specific time horizon. Stress testing will also be conducted.
BCB has embarked into Enterprise Wide Risk Management by setting up a data warehousing called EDSS (“Enterprise Decision Support System”), a decision support system for entire Risk Management and Financial Analysis requirement. A subsystem addressing the specific risk will be acquired when the system is already available.
BCB will be adopting the Value at Risk (“VaR”) approach in measuring and controlling market risk. VaR is a technique that produces estimate of potential loss in value over a portfolio over a specified time horizon over given confidence interval.
PT Bank Niaga Tbk (“Bank Niaga”) Market risk involves the possibility of losses incurred from changes in interest rate and foreign exchange rate due to market volatility. Bank Niaga monitors these changes and their impact on its portfolios as well as net open positions as part of its market risk management, through the Market Risk Committee (“MARCO”).
MARCO defines acceptable limits on trading exposures, including daily net open position limits and potential losses on current positions. Factors considered in setting these position limits include risk and return levels acceptable by management. Position limits are reviewed at least twice a year, although in periods of extreme volatility they are scrutinised more often or suspended altogether momentarily.
Trading limits are monitored daily on a mark-to-market basis and by applying the Value at Risk (“VaR”) concept. Thus, by keeping track of its daily VaR, Bank Niaga is in a position to liquidate its open position, which indicates a potential loss greater than the allowable limits.
CIMB Berhad (“the Group”) Market risk within the Group as a result of the Group’s trading activities can arise either from customer-related business or from proprietary positions. CIMB and CIMB Discount House Bhd, make markets in debt securities as well as interest rate and currency derivative instruments; while equity proprietary activities are carried out by CIMB, broking arm and offshore subsidiary. In general, the Group manages its trading positions by employing a variety of hedging strategies, including the use of derivative instruments.
The Group manages market risk through risk limits set by the Risk Committee. The Market Risk Committee whose role, amongst others, is to oversee the Group’s exposure to interest rate and equity risks and to consider and determine trading, investment and underwriting proposals within defined limits, assists the Risk Committee.
The utilisation of interest rate and equity risk limits is reviewed on a daily basis, by the Risk Management Unit (“RMU”) who employs statistical methods to measure and monitor the risks associated with the Group’s trading activities. The RMU also provides independent valuation of portfolios and generates daily and weekly risk position reports for the information of senior management. 144 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
44 USE OF FINANCIAL INSTRUMENTS (CONTINUED) A Financial risk management objectives and policies (Continued) Market risk (Continued) CIMB Berhad (“the Group”) (Continued) The Group has adopted a Value at Risk (“VaR”) approach in the measurement of interest rate and equity risks. VaR is a statistical measure of the potential losses that could occur due to movements in market rates and prices over a specified time horizon within a given confidence level.
Credit risk Bumiputra-Commerce Bank Berhad (“BCB”) Credit Risk Management forms a key component of the integrated risk management structure, driven by a credit risk framework in compliance with Bank Negara Malaysia’s Best Practices and requirements of the New Basel Accord.
Credit risk is the potential for loss due to the failure of a counterparty or borrower to meet its financial obligations. Key to the credit risk management is to ensure that structures and processes are in place to maintain and continuously enhance BCB’s risk assessment capabilities in key areas of credit. These include sound credit policies/procedures, quality credit approvals, appropriate risk measurement/methodology, strong credit controls with independent reviews and effective/ workable recovery strategies.
Credit Risk Management is vested in the Credit Risk Committee (“CRC”) which has been established at management level with clear roles and responsibilities. The CRC reports to and assists the Board (through the Board Risk Management Committee) in its oversight role on management of credit risk of BCB. Proactive management is provided to Line arising from direction and guidance by CRC. At banking divisions, monthly asset quality meetings are held to monitor credit risk exposures, regular review on an account and portfolio basis and ensure timely reporting to risk committees.
BCB has issued board-approved Credit Risk Policy Guide (“CRPG”), which outlines risk limitation, risk pricing, and credit risk rating and measurement, reporting and MIS.
A proprietary database has been built to run a statistical base model to quantify and measure credit risk translating into an internal credit risk rating system for corporate and business loans, sectoral and products risk profile, customer groups and by locations.
For retail exposures, which are defined as large homogenous portfolios of low values and the incremental risk of any exposure is small, BCB newly initiated a credit scoring model for its mortgage loan and auto financing approvals.
On-going refinement and improvements are continuous. For 2003, the focus will be the Risk Calculator, that is the front- end tool which calculates the probability of default under different scenario at the individual borrower level, to complement the credit risk assessment of the account officer.
PT Bank Niaga Tbk (“Bank Niaga”) Bank Niaga’s credit policy is used as the main guidance in issuing credit. All personnel concerned with credit, including Board of Commissioners and Directors are required to understand these policies and have the discipline to implement these policies in their daily activities.
The credit strategy and goal setting are planned and established by the Credit Policy Committee who is also responsible for managing credit portfolio and credit risk. COMMERCE ASSET-HOLDING BERHAD (50841-W) 145
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
44 USE OF FINANCIAL INSTRUMENTS (CONTINUED) A Financial risk management objectives and policies (Continued) Credit risk (Continued) PT Bank Niaga Tbk (“Bank Niaga”) (Continued) The main factor that can control and reduce credit risk is the ability and maturity level of the credit units to analyse the credit, which will eventually result in a balance between credit risk and business development considerations.
CIMB Berhad (“the Group”) Credit and counterparty risk is defined as the possibility of losses due to an unexpected default or due to deterioration of a business partner’s credit-worthiness.
Credit risk arises in many of the Group’s business activities. In lending activities, it occurs primarily through loans as well as commitments to support clients’ obligations to third parties, i.e. guarantees. In sales and trading activities, credit risk arises because of the possibility that the Group’s counterparties will not be able or willing to fulfill their obligation on transactions on or before settlement date. In derivative activities, credit risk arises when counterparties to derivative contracts, such as interest rate swaps, are obligated to pay the Group the positive fair value or receivable resulting from the execution of contract terms.
The Credit Risk Committee ensures that the risk exposures undertaken match the risk appetite of the Group, and that proper authorisation procedures are adhered to. Problematic exposures identified by the business units and management are carefully monitored and proactive measures taken, where possible, to minimise financial loss to the Group. All exposures are proactively assessed for potential risk and those identified as potentially problematic are managed centrally by the Credit & Special Assets Unit, a dedicated and specialised team within the risk management function.
All credit exposures are given an internal rating, based on a combination of ratios and qualitative criteria. Adherence to set credit limits is monitored on a daily basis by the RMU who combine all exposures for each counterparty, including off- balance sheet and potential exposures, and ensure that limits are not exceeded. The Group also has in place credit guidelines that limit its exposure to any one counterparty or group, industry sector and rating classification.
Liquidity risk Bumiputra-Commerce Bank Berhad (“BCB”) As part of the BCB’s risk management framework, comprehensive governance and management processes surrounding market risk-taking activities are undertaken by the Market Risk Committee (“MRC”). Policy formulation is ongoing to clearly outline the risk controls over processes and models used, in response to changes in market environment. Management recognises the high importance of liquidity and interest rate risk management for a commercial banking institution like BCB. Thus, a Liquidity Risk Management policy and Interest Rate Risk Management policy have been formulated in anticipation of establishing good controls in being able to generate good interest income and meet financial commitments as they fall due, either through sufficient financial resources or without needing to secure them at excessive cost. In addition, liquidity risk from treasury activities could arise from inadequate market or market disruption resulting in positions that cannot be closed out, or close out at a loss. Currently, there is a Business Continuity Plan (“BCP”) outlining the appropriate policy and procedures for major crisis management including in times of liquidity emergency.
For liquidity management, the primary tool used is the Bank Negara Malaysia-New Liquidity Framework (“NLF”). Besides meeting monthly compliance of the NLF, BCB utilises the NLF to conduct stress test as well as monitor maturity mismatches over successive time bands, concentration of funding sources and liquid asset ratio.
The model employed to measure overall balance sheet performance and under various scenarios including stressful condition is IPS-Sendero A/L. Timely valuation, gap, net interest income simulation and exception reports are furnished to MRC so that corrective action can be taken. 146 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
44 USE OF FINANCIAL INSTRUMENTS (CONTINUED) A Financial risk management objectives and policies (Continued) Liquidity risk (Continued) PT Bank Niaga Tbk (“Bank Niaga”) The Asset and Liability Committee (“ALCO”) is responsible for managing liquidity and asset-liability position. The committee meets with business unit, treasury, credit and other relevant units on monthly basis to ensure that the Bank Niaga’s liquidity objectives are met.
Bank Niaga sets the interest rate through interest sensitivity gap simulation and adjustment between the interest rate of assets and liabilities and source of fund composition.
Bank Niaga manages its liquidity by focusing on cash inflow and cash outflow. The gap in cash flow is anticipated through its first tier assets such as reserve requirements and highly liquid short-term marketable securities. Second tier assets are managed through short-term placements with other banks and available-for-sale long-term marketable securities. Liquidity is also achieved through prudent structuring of the Bank Niaga’s funding. This includes maintaining proper check and balances in the concentrations of the depositors, as well as the amount and maturity of deposits. In addition, Bank Niaga assures liquidity by maintaining its ability to access the financial market, which in large part is dependent upon its credibility and market standing.
CIMB Berhad (“the Group”) Liquidity risk is defined as the risk of the Group being unable to fulfill its current or future payment obligations in full and at the due date.
There is a Liquidity Risk Committee whose main role is to oversee the overall liquidity management of the Group, ensure compliance with the liquidity framework prescribed by Bank Negara Malaysia, and review periodically the assumptions underlying the liquidity risk management framework.
The Group’s liquidity risk management focuses on avoiding over dependence on volatile sources of funding, diversification of funding maturity structure and of sources of funds, and maintenance of sufficient liquid assets. To ensure that the Group is able to cover all payment obligations on due dates as part of the liquidity management process, the RMU prepares liquidity analyses for CIMB and CIMB Discount House Bhd in line with Bank Negara’s liquidity framework. In addition, management action triggers are set to provide timely warning on emerging liquidity pressures. The Group has also developed a contingency funding plan to deal with extreme liquidity crisis situations.
Operational risk Bumiputra-Commerce Bank Berhad (“BCB”) Operational risk is the risk resulting from inadequate or failed internal processes, people and systems or from external events.
To monitor and control such risk, BCB has established the Operational Risk Management policy to provide the framework, and set the direction of operational risk management activities.
The Operational Risk Support (“ORS”) Department’s role, which is independent of the Internal Audit Department (“IAD”), is to carry out pre-emptive measures and control activities to identify, assess, monitor and suggest methods on mitigation.
The key focus of the ORS approach is to add value and the activities carried out by ORS include the development and implementation of an Operational Risk framework, centralised monitoring of money laundering activities and data integrity, review of work processes and to identify and report on bank-wide operational risks to inculcate awareness on high risk areas in operations. COMMERCE ASSET-HOLDING BERHAD (50841-W) 147
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
44 USE OF FINANCIAL INSTRUMENTS (CONTINUED) A Financial risk management objectives and policies (Continued) Operational risk (Continued) Bumiputra-Commerce Bank Berhad (“BCB”) (Continued) The ORS also reports findings and other operational initiatives to the Operational Risk Committee (“ORC”), who has the jurisdiction on all operational risk areas of BCB and also to follow closely on the development of the BASEL II requirements. The ORC comprises senior executives from the operational and business units, meet monthly to discuss key operational issues and oversee the operational risk management practices within their respective business.
Other operational risk management initiatives include the development of a central Loss Event Database (“LEDB”) and the Control Risk Self Assessment. The loss data collected from the LEDB will enable BCB to analyse and evaluate historical losses and also to enable compliance to the BASEL II Accord on the allocation of capital charge. The Control Risk Self Assessment process allows the line of process owners to evaluate their own internal controls that are appropriate for their operating environments. This method of assessment will further improve the corporate governance and internal control system of BCB.
PT Bank Niaga Tbk (“Bank Niaga”) Risk management is carried out at every level of Bank Niaga’s operating structure. Internal control units closely monitor the process in its respective level or unit, prior and subsequent to each transaction being carried out. In addition, a special unit is set up to monitor all risk exposures arising from each transaction on a daily basis, and to make sure that it complies with the policy, rules and limits set down by the Bank Niaga’s management. Operational risk management is also done by strengthening the information technology, which can reduce the human error.
CIMB Berhad (“the Group”) Operational risk includes risks that arise from internal processes of an organisation. These may result from inadequacies or failures in processes, controls or projects due to fraud, unauthorised activities, error, omission, inefficiency, systems failures or from external events.
Operational risks are less direct than credit and market risk, but managing them is critical, particularly in a rapidly changing environment with increasing transaction volumes. In order to reduce or mitigate these risks, the Group has established and maintained an effective internal control environment, which incorporates various control mechanisms at different levels throughout the organisation. These control mechanisms are designed to better ensure that operational policies and procedures are being followed and that the Group’s various businesses are operating within established corporate policies and limits.
The Group has an Operational Risk Committee with oversight responsibility for all operational and other matters that affect the Group’s day-to-day activities. The committee also reviews the operating policies and procedures for new products/businesses to ensure that the supporting infrastructure is in place prior to doing business.
Netting arrangements CIMB Berhad (“the Group”) The Group also enters into master agreements that provide for close-out and settlement netting with counterparties, whenever possible. A master agreement that governs all transactions between two parties, creates the greatest legal certainty that credit exposure will be netted. In effect, it enables the netting of outstanding obligations upon termination of outstanding transactions if an event of default occurs.
The extent to which the Group’s overall exposure to credit risk is reduced through a master netting arrangement may change substantially within a short period following the balance sheet date because the exposure is affected by each transaction subject to the agreement. 148 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
,587 95,868 7,385,020
663,990– 663,990
,594,425 – 1,594,425
2,953,561 544 3,413,042
Over Non-interest Islamic
he tables are the Group’s and the Company’s assets and liabilities and assets Company’s the and Group’s the are tables he
es. The off-balance sheet gap represents the net notional amounts of all of amounts notional net the represents gap sheet off-balance The es.
o interest rates arises from mismatches in the repricing dates, cash flows cash dates, repricing the in mismatches from arises rates interest o
actual repricing or maturity dat maturity or repricing actual
––––677
erest erest rates and yield curves change over time the Group and the Company may be exposed to a loss in
–––––
egorised by the earlier of contr of earlier the by egorised
S (CONTINUED)
––––––1 ––––––179,109–179,109 –––––– ––––––330,035–330,035
Up to
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
1 month 1 – 3 months 3 – 6 months months 6 – 12 1 – 5 years 5 years bearing Banking Total
718,735 1,058,769 1,400,489 1,450,249 6,050,939 3,391,647 2,168,053 – 16,238,881
term fundsterm 6,610,644 921
under resale agreements 21,513 – – – 55,935 – – – 77,448
placements with banks and with other financial other institutions 555,917 1,009,738 228,408 6,655 10,000 – – –1,810,718
advances 34,534,965 1,426,863 4,590,280 1,368,128 5,930,213 4,052,000 (3,130,839) – 48,771,610
with Bank Negara with Malaysia
The tables below summarise the Group’s and the Company’s exposure to interest rate risks. Included in t in Included risks. rate interest to exposure Company’s the and Group’s the summarise below tables The at their full carrying amounts, cat amounts, carrying full their at interest interest rate sensitive derivative financial instruments. As int earnings due to the effects of interest rates on the structure of the balance sheets. Sensitivity t Sensitivity sheets. balance the of structure the on rates interest of effects the to due earnings and other characteristics of the assets and their corresponding liabilities funding. corresponding assets and their of the characteristics and other
The Group 2002 Assets Cash and short-
Securities purchased
Deposits and
Dealing securities 936,295 2,273,871 851,757 603,620 3,171,223 1,949,515 809,221 125,969 10,721,471 Investment securities Investment Loans and
Other assetsOther 458,937 Statutory deposits Statutory
Associates Fixed assets Fixed Goodwill
Total assetsTotal 43,837,006 5,770,162 7,070,934 3,428,652 15,218,310 9,393,162 6,245,142 222,381 91,185,749
B risk rate Interest
44 USE OF FINANCIAL INSTRUMENT COMMERCE ASSET-HOLDING BERHAD (50841-W) 149
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
Over Non-interest Islamic
96,061 – – 96,061
324,000 600,000 – – 924,000 252,964 250,000 – – 502,964
S (CONTINUED)
–––– –––– –––––
Up to
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
1 month 1 – 3 months 3 – 6 months months 6 – 12 1 – 5 years 5 years bearing Banking Total
5,368,477 (7,862,427) 504,857 (5,906,675) 11,712,589 8,017,383
customers 29,443,203 7,722,997 4,645,718 8,454,621 2,175,341 – 8,279,683 35,159 60,756,722
placements of banks and other financial institutions 3,785,925 3,015,061 763,080 405,629 200,000 – – 141,881 8,311,576
securities sold under repurchase agreements 3,436,636 160,130 269 – – – – – 3,597,035
payable 1,437,936 1,543,000 556,000 16,379 – – 230,831 – 3,784,146
Cagamas BerhadCagamas – 538,768 –176,453 417,868 357,428 – – 1,490,517
– interest rate – interest gap
Contingencies
interest rate swaps rate interest 29,665 (101,319) 5,219 103,490 (37,055) –
gap 5,144,785 (10,977,853) 768,033 (5,972,626) 13,677,882 9,193,983
The Group 2002 Liabilities Deposits from
Deposits and
Obligations on Obligations
Bills and acceptances
Other liabilitiesOther 364,829 82,633 122,210 282,245 2,779 – 2,352,462 10,603 3,217,761 Amount due to
Loan stocks Bonds ICULS Other borrowingsOther – 570,000 478,800 – 132,769 72,290 – – 1,253,859
Total liabilitiesTotal 38,468,529 13,632,589 6,566,077 9,335,327 3,505,721 1,375,779 10,862,976 187,643 83,934,641
On balance sheet
Commitments and
Cross currency Cross
Interest rate futures rate Interest – 1,902,515 (408,700) 328,800 (1,131,015) (691,600)
Interest rate swaps rate Interest 194,027 1,314,230 140,305 (366,339) (797,223) (485,000) Off balance sheet
– interest rate gap rate – interest 223,692 3,115,426 (263,176) 65,951(1,965,293) (1,176,600) Net interest rate Net interest
B risk (Continued) rate Interest
44 USE OF FINANCIAL INSTRUMENT 150 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
,958 178,930
2,967 102,967
4,908 164,908
66,571 66,571
464,721 478,744
656,568 656,568
992,536 992,536
4,451,214 4,451,214
Over Non-interest
252,964 250,000 – 502,964
–––––10 –––––
–––––11
––––––10 – ––––––– – 23 61,963 108,586 49,140 219,712 ––––2251,951212,197 –––––– ––––––
–––––– ––––
Up to Up
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
131,995 –– 23 (190,776) (139,463)
1 month 1 – 3 months 3 – 6 months months 6 – 12 1 – 5 years 5 years bearing Total
181,995 – – 23 62,188 110,537 5,921,872 6,276,615
(250,000) – 250,000 – – –
S (CONTINUED)
encies
– interest rate gap rate – interest
– interest rate gap rate – interest
The Company 2002 Assets Cash and short-term fundsCash and short-term 167,972 subsidiaries by Amount owing 14,023 soits––––––119,712119,712 Dealing securities Associates Investment securities Investment assets Fixed Loans and advances Other assets Other Subsidiaries
Total assets Total
Liabilities Other liabilitiesOther 50,000 Amount owing to subsidiary to Amount owing Bonds
Total liabilitiesTotal 50,000 – – – 252,964 250,000 1,107,444 1,660,408
On balance sheet
Interest rate swaps rate Interest (250,000) – 250,000 – – –
Off balance sheet Commitments and conting
Net interest rate gap rate Net interest 381,995 – (250,000) 23 (190,776) (139,463)
B risk (Continued) rate Interest
44 USE OF FINANCIAL INSTRUMENT COMMERCE ASSET-HOLDING BERHAD (50841-W) 151
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
44 USE OF FINANCIAL INSTRUMENTS (CONTINUED) B Interest rate risk (Continued) The table below summarises the effective average interest rate by major currencies for each class of financial asset and financial liability: The Group The Company 31.12.2002 31.12.2002 MYR IDR USD MYR %% %%
Financial assets Cash and short-term funds 2.27 7.37 1.47 2.74 Securities purchased under resale agreements 7.33 – – – Deposits and placements with financial institutions 2.98 6.22 3.76 – Dealing securities 3.62 10.58 4.78 – Investment securities 4.61 11.58 4.60 – Loans and advances 6.30 14.37 2.99 3.14 Other assets 3.47 15.00 – – Amount owing by subsidiaries – – – 1.80
Financial liabilities Deposits from customers 2.78 8.84 1.44 – Deposits and placements of banks and other financial institutions 3.03 9.03 2.05 – Obligations on securities sold under repurchase agreements 2.45 14.25 1.90 – Bills and acceptances payable 2.73 15.00 – – Amount due to Cagamas Bhd 3.98 – – – Other liabilities 1.04 6.50 – 5.22 ICULS 7.50 – – – Loan stocks 5.76 – – – Bonds 7.79 – – 7.79 Other borrowings – 4.02 2.46 –
Pursuant to the transitional provisions of MASB 24, the information on the interest rate risk of financial instruments and the effective average interest rate by major currencies for each class of financial assets and financial liabilities as at 31 December 2001 is not presented. 152 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
related Credit related
Treasury
commitments commitments
,347,144 – 1,347,144 – 1,257,728
S (CONTINUED)
––––1
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
funds and Securities
Short-term
institutions agreement securities securities advances Other assets sheet total contingencies contingencies
placements purchased
9,195,738 77,448 10,527,911 15,691,573 49,610,247^ 1,741,457 86,844,374 70,143,367 34,061,230
with financialwith under resale Dealing Investment Loans and On-balance and and
communication –– 877,729 854,587 2,731,235 4,261 4,467,812 4,792 1,340,759
and business services 8,441,438 77,448 2,970,128 2,730,258 3,606,832 177,900 18,004,004 66,325,094 1,794,377
residential, landed property, securities and transport vehicles – – 288,611 595,661 16,838,471 174,451 17,897,194 – 1,875,658
The following tables set out the credit risk concentrations: set out the credit tables The following
The Group 2002 Agricultural – – – 57,000 2,192,994 28 2,250,022 32,908 529,315 Mining and quarrying – – 292,200 151,898 287,839 371 732,308 – 541,016 Manufacturing – – 304,978 145,148 9,157,060 2,322 9,609,508 1,196,898 10,649,745 Electricity, gas and water gas Electricity, – – 1,013,596 1,263,240 1,303,065 1,590 3,581,491 1,078,129 359,444 Construction – – 577,824 334,988 3,637,646 59,123 4,609,581 41,687 5,264,763 Real estateReal – – 97,221 215,038 1,575,442 993 1,888,694 314 364,471 General commerceGeneral – – – 104,126 3,106,260 1,762 3,212,148 136,542 3,752,828 Transport, storage and storage Transport,
Finance, insurance
Purchase of Purchase
Consumption credit Consumption Others 754,300 – 4,105,624 9,239,629 3,826,259 1,318,656 19,244,468 1,327,003 6,331,126
Excludes general provision amounting to RM838,637,000
^ ^
C risk Credit
^
^ ^
44 USE OF FINANCIAL INSTRUMENT COMMERCE ASSET-HOLDING BERHAD (50841-W) 153
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
44 USE OF FINANCIAL INSTRUMENTS (CONTINUED) C Credit risk (Continued)
Short-term Treasury funds and related placements Amount commitments with financial Investment Loans and Other due from On-balance and institutions securities advances assets subsidiaries sheet total contingencies RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
The Company 2002 Finance, insurance and business services 178,930 189,088 – 414 472,093 840,525 250,000
Others – – 2,197 640,245 6,651 649,093 –
178,930 189,088 2,197 640,659 478,744 1,489,618 250,000
Pursuant to the transitional provisions of MASB 24, the information on the credit risk concentrations as at 31 December 2001 is not presented.
45 FAIR VALUE OF FINANCIAL INSTRUMENTS Financial instruments comprise financial assets, financial liabilities and off-balance sheet financial instruments. Fair value is the amount at which a financial asset could be exchanged or a financial liability settled, between knowledgeable and willing parties in an arm’s length transaction. The information presented herein represents the estimates of fair values as at the balance sheet date.
Where available, quoted and observable market prices are used as the measure of fair values. Where such quoted and observable market prices are not available, fair values are estimated based on a range of methodologies and assumptions regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows and other factors. Changes in the uncertainties and assumptions could materially affect these estimates and the resulting fair value estimates.
In addition, fair value information for non-financial assets and liabilities are excluded as they do not fall within the scope of MASB 24 which requires the fair value information to be disclosed. 154 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
45 FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) The fair values of financial assets and financial liabilities at balance sheet date are as follows: The Group The Company 31.12.2002 31.12.2002 Carrying Fair Carrying Fair amount value amount value RM’000 RM’000 RM’000 RM’000
Financial assets Short-term funds and placements with financial institutions 9,195,738 9,195,764 178,930 178,930 Securities purchased under resale agreements 77,448 87,722 – – Dealing securities 10,721,471 10,780,111 102,967 103,457 Investment securities 16,238,881 16,321,837 219,712 248,545 Loans and advances 48,771,610 48,934,102 2,197 2,197 Other assets 984,507 984,507 640,659 640,659 Amount owing by subsidiaries – – 478,744 478,744
Financial liabilities Deposits from customers 60,756,722 60,760,635 – – Deposits and placements of banks and other financial institutions 8,311,576 8,314,402 – – Obligations on securities sold under repurchase agreements 3,597,035 3,597,035 – – Bills and acceptances payable 3,784,146 3,784,140 – – Amount due to Cagamas Bhd 1,490,517 1,523,791 – – Other liabilities 728,843 728,843 50,000 50,000 ICULS 96,061 96,061 – – Loan stocks 924,000 945,038 – – Bonds 502,964 527,933 502,964 527,933 Other borrowings 1,253,859 1,427,521 – – Amount owing to subsidiary – – 992,536 992,536
The fair values of derivative financial instruments at the balance sheet date are as follows: The Group 31.12.2002 Fair value Regulatory Notional Credit Positive mark Negative mark Amount Equivalent to market to market RM’000 RM’000 RM’000 RM’000
Derivative financial instruments Foreign exchange related contracts: – Foreign exchange contracts 7,106,776 172,814 37,873 (41,437) – Cross currency interest rate swaps 725,817 68,611 8,244 (25,530) – Foreign exchange swaps 809,507 12,152 10 (1,385) Interest rate contracts: – Interest rate futures 51,315,128 – 16,867 (160,644) – Interest rate swaps 10,169,606 460,246 146,494 (263,778) – Interest rate option 10,000 200 5,071 (5,069) Equity related contracts: – Future contracts 6,533 – 100 – COMMERCE ASSET-HOLDING BERHAD (50841-W) 155
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
45 FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) The fair values of derivative financial instruments at the balance sheet date are as follows: The Company 31.12.2002 Fair value Notional Positive mark Negative mark Amount to market to market RM’000 RM’000 RM’000
Derivative financial instruments Interest rate contracts: – Interest rate swaps 250,000 – (3,317)
Pursuant to the transitional provisions of MASB 24, the information on the fair values of the financial instruments as at 31 December 2001 is not presented.
The derivative financial instruments become favourable (positive mark to market) or unfavourable (negative mark to market) as a result of fluctuation in market interest rates or foreign exchange rates relative to their terms. The extent to which instruments are favourable or unfavourable and the aggregate fair values of derivative financial assets and liabilities can fluctuate significantly from time to time.
The fair values are based on the following methodologies and assumptions:
Short-term funds and placements with financial institutions For short-term funds and placements with financial institutions with maturities of less than six months, the carrying value is a reasonable estimate of fair value. For deposits and placements with maturities six months and above, estimated fair value is based on discounted cash flows using prevailing money market interest rates at which similar deposits and placements would be made with financial institutions of similar credit risk and remaining period to maturity.
Securities purchased under resale agreements The fair values of securities purchased under resale agreements with maturities of less than six months approximate the carrying values. For securities purchased under resale agreements with maturities six months and above, estimated fair value is based on discounted cash flows using market rates for the remaining term to maturity.
Dealing and investment securities The estimated fair value is generally based on quoted and observable market prices. Where there is no ready market in certain securities, fair values have been assessed by reference to market indicative interest yields or net tangible asset backing of the investee.
Loans and advances For floating rate loans, the carrying value is generally a reasonable estimate of fair value.
For fixed rate loans, the fair value is estimated by discounting the estimated future cash flows using the prevailing market rates of loans with similar credit risks and maturities.
The fair values of impaired floating and fixed rate loans are represented by their carrying value, net of specific provision and interest- in-suspense, being the expected recoverable amount.
Other assets The estimated fair values of other assets identified as financial instruments approximate the carrying values as these assets constitute receivables due from government related agencies and based on the Directors’ estimate, the realisable value of the final consideration as at balance sheet date is similar to that of the carrying value. 156 COMMERCE ASSET-HOLDING BERHAD (50841-W)
NOTES TO THE FINANCIAL STATEMENTS for the financial year ended 31 December 2002
45 FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) Amount owing by/to subsidiaries The estimated fair values of the amount owing by/to subsidiaries approximate the carrying values as the balances are either recallable on demand or are based on the current rates for such similar loans.
Deposits from customers For deposits from customers with maturities of less than six months, the carrying amounts are a reasonable estimate of their fair value. For deposit with maturities of six months or more, fair values are estimated using discounted cash flows based on prevailing market rates for similar deposits from customers.
Deposits and placements of banks and other financial institutions The estimated fair values of deposits and placements of banks and other financial institutions with maturities of less than six months approximate the carrying values. For deposits and placements with maturities six months or more, the fair values are estimated based on discounted cash flows using prevailing money market interest rates for deposits and placements with similar remaining period to maturities.
Obligations on securities sold under repurchase agreements The estimated fair values of obligations on securities sold under repurchase agreements with maturities of less than six months approximate the carrying values. For obligations on securities sold under repurchase agreements with maturities more than six months, the fair values are estimated based on discounted cash flows using prevailing money market interest rates with similar remaining period to maturity.
Bills and acceptances payable The estimated fair values of bills and acceptances payable with maturities of less than six months approximate the carrying values. For bills and acceptances payable with maturities six months or more, the fair values are estimated based on discounted cash flows using prevailing money market interest rates for bills and acceptances payable with similar remaining period to maturity.
Amount due to Cagamas Berhad The estimated fair values of the amount due to Cagamas Berhad with maturities of less than six months approximate the carrying values. For amount due to Cagamas Berhad with maturities of six months or more, the fair values are estimated based on discounted cash flows using prevailing interest rates for loans sold to Cagamas Berhad with similar remaining period to maturity.
Other liabilities The fair value of other liabilities approximates the carrying value at the balance sheet date.
ICULS The estimated fair value of ICULS approximates the carrying value as based on Directors’ estimate, the effective interest rate of the ICULS is a fair reflection of the current rates for such similar long term borrowings.
Loan stocks Loan stocks comprise of negotiable certificates of deposits issued by a subsidiary bank. The estimated fair values are estimated based on discounted cash flows using prevailing market rates for similar negotiable certificates of deposits. Where market rates are not readily available, fair values are estimated by reference to corporate bond indicative yields taking into consideration the credit rating of the subsidiary bank.
Bonds Bonds comprise of redeemable unsecured RM bonds and Euro-Convertible bonds issued by the Company. For RM bonds with maturities of six months or more, the fair values are estimated based on discounted cash flows using indicative yields taking into consideration the credit rating of the Bonds. COMMERCE ASSET-HOLDING BERHAD (50841-W) 157
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2002
45 FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) Other borrowings The estimated fair values of other borrowings with maturities of less than six months approximate the carrying values.
Foreign exchange rate and interest rate contracts The fair values of foreign exchange rate and interest rate related contracts are the estimated amounts the Group or the Company would receive or pay to terminate the contracts at the balance sheet date.
46 PRIOR YEAR ADJUSTMENT During the financial year, the Group and the Company changed the accounting policy with respect to the recognition of liabilities for proposed dividends.
In previous financial years, final dividends were accrued as liabilities when proposed by Directors after balance sheet date. The Group and the Company have changed this accounting policy to be in accordance with MASB 19: Events After the Balance Sheet Date, whereby dividends proposed or declared after balance sheet date are not recognised as a liabilities at the balance sheet date.
In line with the change in accounting treatment from that of prior years as explained above, the Company has also changed its revenue recognition in respect of dividend declared by its subsidiaries. In prior years, the dividends from subsidiaries were recognised as revenue when proposed by the directors of the subsidiaries concerned. The Company now recognises the dividends as revenue after approval by shareholders at the Annual General Meeting.
In addition, MASB 20: Provisions, Contingent Liabilities and Contingent Assets, defines liabilities as present obligations arising from past events, the settlement of which is expected to result in outflows of economic benefits. The proposed dividends which are subject to approval by shareholders do not fulfil the definition of a liabilities. Therefore, final dividends are now accrued as liabilities after approval by the shareholders at the Annual General Meeting.
This change in accounting policy has been accounted for retrospectively as follows: As Effect of previouslychange in As reported policyrestated RM’000 RM’000 RM’000
The Group At 1 January 2001 – retained profit 962,074 51,119 1,013,193
As 31 December 2001 – retained profit 1,110,373 50,697 1,161,070 – proposed dividend 50,697 (50,697) – – core capital ratio 9.81% 0.11% 9.92% – risk-weighted capital ratio 12.28% 0.11% 12.39%
The Company At 1 January 2001 – retained profit 371,828 51,119 422,947
At 31 December 2001 – retained profit 402,363 50,697 453,060 – proposed dividend 50,697 (50,697) – 158 COMMERCE ASSET-HOLDING BERHAD (50841-W) shareholders’ statistics as at 12 March 2003
ANALYSIS OF SHAREHOLDINGS
Category Holders % Shares %
1 - 999 495 2.69 119,817 0.00 1,000 - 10,000 14,581 79.29 49,406,621 1.93 10,001 - 100,000 2,642 14.37 80,866,322 3.16 100,001 - 128,095,512 667 3.63 957,090,090 37.36 128,095,513 and above 5 0.02 1,474,427,410 57.55
18,390 100.00 2,561,910,260 100.00
SUBSTANTIAL SHAREHOLDERS According to the register required to be kept under Section 69L of the Companies Act 1965, the substantial shareholders of the company are as follows:- %% No. of shares held (before shares (after shares buy back) buy back)
1. Employees Provident Fund (EPF) 463,450,400 17.92 18.09 2. Khazanah Nasional Berhad 344,648,900 13.33 13.45 3. Fleet Group Sdn Bhd (Renong Berhad) 286,152,326 11.06 11.17 4. Kumpulan Wang Amanah Pencen 266,162,172 10.29 10.39 5. Minister of Finance (MoF) 198,787,012 7.69 7.76 6. UFJ Bank Limited 107,197,200 4.14 4.18
SHAREHOLDERS’ STATISTIC As at 12 March 2003 (as per Register of Members and Records of Depositors) %% No. of shares held (before shares (after shares buy back) buy back)
1. Employees Provident Fund Board 444,634,000 17.19 17.36 2. Khazanah Nasional Berhad 344,648,900 13.33 13.45 3. RHB Merchant Nominees (Tempatan) Sdn Bhd 286,152,326 11.06 11.17 United Engineers (Malaysia) Berhad for Fleet Group Sdn Bhd (Pledged Sec A/C) 4. Kumpulan Wang Amanah Pencen 200,205,172 7.74 7.81 5. Minister of Finance 198,787,012 7.69 7.76 6. UFJ Bank Limited 107,197,200 4.14 4.18 7. Amanah Raya Nominees (Tempatan) Sdn Bhd 61,282,000 2.37 2.39 Skim Amanah Saham Bumiputra 8. Amanah Raya Nominees (Tempatan) Sdn Bhd 58,368,000 2.26 2.28 Amanah Saham Malaysia 9. Permodalan Nasional Berhad 36,909,084 1.43 1.44 10. HSBC Nominees (Asing) Sdn Bhd 35,855,200 1.39 1.40 Emerging Markets Growth Fund COMMERCE ASSET-HOLDING BERHAD (50841-W) 159
SHAREHOLDERS’ STATISTICS
as at 12 March 2003
SHAREHOLDERS’ STATISTIC (CONT’D) As at 12 March 2003 (as per Register of Members and Records of Depositors) %% No. of shares held (before shares (after shares buy back) buy back)
11. Amanah Raya Nominees (Tempatan) Sdn Bhd 24,696,000 0.95 0.96 Amanah Saham Wawasan 2020 12. Malaysia Nominees (Tempatan) Sdn Bhd 22,355,300 0.86 0.87 Great Eastern Life Assurance (Malaysia) Berhad (PAR 1) 13. Kumpulan Wang Amanah Pencen 21,966,000 0.85 0.86 14. Amanah Raya Nominees (Tempatan) Sdn Bhd 16,698,000 0.65 0.65 Public Growth Fund 15. Amanah Raya Nominees (Tempatan) Sdn Bhd 14,706,000 0.57 0.57 Skim Amanah Saham Nasional 16. HSBC Nominees (Asing) Sdn Bhd 11,849,400 0.46 0.46 Abu Dhabi Investment Authority 17. HSBC Nominees (Asing) Sdn Bhd 9,252,600 0.36 0.36 Capital International Emerging Markets Investment Fund 18. Kumpulan Wang Amanah Pencen 9,240,000 0.36 0.36 19. Mayban Nominees (Tempatan) Sdn Bhd 8,606,000 0.33 0.34 Mayban Trustees Berhad for Public Regular Savings Fund 20. Pitisan Sdn Bhd 8,573,150 0.33 0.33 21. Valuecap Sdn Bhd 8,210,000 0.32 0.32 22. Amanah Raya Nominees (Tempatan) Sdn Bhd 7,728,000 0.30 0.30 Public Index Fund 23. Universal Trustees (Malaysia) Berhad 7,721,000 0.30 0.30 BHLB Pacific High Growth Fund 24. Amanah Raya Nominees (Tempatan) Sdn Bhd 7,670,800 0.30 0.30 Public Savings Fund 25. HLG Nominees (Tempatan) Sdn Bhd 6,070,000 0.23 0.24 HLG Growth Fund 26. Amanah Raya Nominees (Tempatan) Sdn Bhd 5,720,000 0.22 0.22 Amanah Saham Nasional 2 27. Pertubuhan Keselamatan Sosial 5,594,000 0.22 0.22 28. Mayban Nominees (Tempatan) Sdn Bhd 5,390,000 0.21 0.21 Public Balanced Fund 29. Citicorp Nominees (Tempatan) Sdn Bhd 5,181,000 0.20 0.20 ING Insurance Berhad (INV-IL PAR) 30. HSBC Nominees (Tempatan) Sdn Bhd 5,160,000 0.20 0.20 Standard Life DC Pension Managed
1,986,426,144 76.81 77.54 160 COMMERCE ASSET-HOLDING BERHAD (50841-W) properties of the group as at 31 December 2002
Location Description Tenure Remaining Age of NBV as at Year of Lease Period Property 31 Dec 2002 acquisition (Years) (Years) (RM’000)
PROPERTIES OF COMMERCE ASSET-HOLDING BERHAD:- Commerce Square Office Pemises Leasehold 69 10 20,531 1992 Jalan Semantan Damansara Heights 50490 Kuala Lumpur
No. 22-24, Commerce House Office Premises Leasehold 69 7 12,931 1996 Jalan Sri Semantan 1 Damansara Heights 50490 Kuala Lumpur
No. 32-33 Khoo Hun Bank Premises for Leasehold 805 30 509 1972 Yeang Street Kuching Branch 93000 Kuching, Sarawak
Sibu Laut Staff Bungalow Leasehold 817 40 5 1964 93000 Kuching, SarawakHouse
Lot 83, Jalan Sultan Abdullah Bank Premises for Freehold – 9 297 1994 Pekan, Pahang Pekan Branch
No. 3 & 4, Taman Mewah Bank Premises for Freehold – 8 382 1994 Guar ChempedakGuar Chempedak 08800 Gurun, Kedah Branch
Ground Floor Bank Premises for Leasehold 62 9 5,865 1993 Menara Choy Fook On Petaling Jaya IB, Jalan Yong Shook Lin Branch Section 7, Petaling Jaya 46050 Selangor
No. 52, Jalan BRP 1/2 Bank Premises for Freehold – 6 1,376 1996 Bukit Rahman Putra Sungai Buloh Sungai Buloh Branch 47100 Selangor
Lot 142, Phase 3 Land for proposed Freehold – 8 4,421 1996 Arab-Malaysian Industrial Land BCB Warehouse Nilai, Negeri Sembilan
Lot 150, Section 3 Land Freehold – 9 17,181 1994 Bandar Kuala Lumpur Wilayah Persekutuan
Lot 904 & 905 Shop/Office lot Freehold – 6 454 1996 Bandar Kuala Pilah 72000 Kuala Pilah Negeri Sembilan
No. 1, Jalan Angkasa Jaya Bank Premises for Leasehold 91 5 558 1998 Bukit Pilah Perdana Kuala Pilah Branch 72000 Kuala Pilah Negeri Sembilan COMMERCE ASSET-HOLDING BERHAD (50841-W) 161
PROPERTIES OF THE GROUP
as at 31 December 2002
Location Description Tenure Remaining Age of NBV as at Year of Lease Period Property 31 Dec 2002 acquisition (Years) (Years) (RM’000)
PROPERTIES OF BUMIPUTRA-COMMERCE BANK BERHAD:- 193B & 193C, Batu 41/2, Bank Premises Freehold – 20 359 1982 Jalan Skudai, Johor
B-A1, A2, A3 & A4, Bank Premises Leasehold 76 8 392 1994 Pusat Perdagangan Pasir Gudang, Johor
Sri Lagenda Garden Resort, Holiday Freehold – 7 190 1995 Langkawi (2 units) Apartment
1583, Jln Tunku Ibrahim Bank Premises Leasehold 11 19 513 1983 Alor Star, Kedah
No. 1787 A-H, Jln Telok Wan Jah Bank Premises Leasehold 90 9 280 1993 Alor Star, Kedah
Bangunan Bumiputra-Commerce BankBank Premises Freehold – 31 236 1971 Jalan Maju, Kota Bharu, Kelantan
Lot 522 & 523, Tanah Merah, Kelantan Bank Premises Freehold – 28 23 1974
PTB 261 & 262, HS (D) 2/85 Bank Premises Freehold – 6 160 1996 Bandar Machang, Kelantan
422, 423 & 424, Jln Pasir Puteh Bank Premises Leasehold 46 20 41 1982 Pasir Puteh, Kelantan
Level 1, 2 & 3, Wisma Square Point Bank Premises Leasehold 94 5 2,074 1997 Kota Bharu, Kelantan
No. 2, Jln Kaskas, Taman Cheras Bank Premises Freehold – 8 253 1994 Kuala Lumpur
No. 39 & 40, Jln 9/55A Bank Premises Freehold – 10 439 1992 Taman Setiawangsa, Kuala Lumpur
G21 & 22, Pertama Kompleks Bank Premises Freehold – 23 289 1979 Jln Tuanku Abd Rahman, Kuala Lumpur
No. 138, 140 & 142 Bank Premises Freehold – 20 936 1982 Jalan Burhanuddin Helmi, Kuala Lumpur
Ground Floor, Podium Level Bank Premises Leasehold 92 7 1,920 1995 Financial Park, Labuan
Greentop, 7 1/2 Mile, Teluk Kemang Holiday Freehold – 26 148 1976 (Lot 1017 Mukim SiRusa, Port Dickson) Bungalow Negeri Sembilan
1A & 2B, Kompleks Bumi Negeri Bank Premises Leasehold 93 6 1,045 1996 Seremban, Negeri Sembilan
Lot 23 & 24, Jalan Tahan Bank Premises Leasehold 77 12 157 1990 Bandar Baru Jerantut, Pahang
177, Jln Tengku Muda Mansur Bank Premises Leasehold 34 26 162 1976 Pekan, Pahang 162 COMMERCE ASSET-HOLDING BERHAD (50841-W)
PROPERTIES OF THE GROUP as at 31 December 2002
Location Description Tenure Remaining Age of NBV as at Year of Lease Period Property 31 Dec 2002 acquisition (Years) (Years) (RM’000)
GF, Kompleks Teruntum Bank Premises Leasehold 78 21 0 1981 Kuantan, Pahang
32 Jalan Bank, (Bangunan BCB) Bank Premises Leasehold 67 32 1,016 1970 Kuantan, Pahang
Lot 104 & 105, Jln Besar Bank Premises Leasehold 72 27 19 1975 Maran, Pahang
Lot 32 & 33, Jalan Pasar Bank Premises Leasehold 90 9 273 1993 Teluk Intan, Perak
Lot 1411, 1422 & 1423, Vacant Land Leasehold 79 20 45 1982 Jalan Gopeng, Kampar, Perak
No. 38, 39 & 40, Bandar Raya Bank Premises Leasehold 92 7 335 1995 Ipoh, Perak
Lot 44, 45, 46 & 47 Bank Premises Leasehold 47 13 805 1989 Jalan Penjara, Kangar, Perlis
Sri Sayang Hotel Apartment Holiday Freehold – 7 207 1995 Batu Feringhi, Pulau Pinang Apartment (2 units)
GF, FF & SF, Bangunan DPMM Bank Premises Leasehold 11 19 930 1983 No. 37, Leboh Pantai, Pulau Pinang
Level 1, Phase 1B, Komtar Bank Premises Leasehold 72 8 1,515 1994 Pulau Pinang
Lot CL2 (GF & FF) Bank Premises Leasehold 79 20 839 1992 Pusat Bandar Bayan Baru Pulau Pinang
No. 7 & 8, Taman Inderawasih Bank Premises Leasehold 94 5 1,291 1997 Perai, Pulau Pinang
GF, FF, TB 290, 291 & 292 Bank Premises Leasehold 994 5 901 1997 GF, Fajar Complex, Tawau, Sabah
No. 139A-B, Jalan SatokBank Premises Freehold – 30 33 1972 Kuching, Sarawak
Lot 230 & 231, Bandar Serian Bank Premises Leasehold 37 23 273 1979 Sarawak
No. 2 Jln SG 1/2 Bank Premises Freehold – 22 315 1980 Sri Gombak, Selangor
Pusat Putra, Bangi, Selangor Training Centre Leasehold 90 19 3,747 1983
395, Jalan Bandar Baru Bank Premises Leasehold 90 9 110 1993 Sg. Buloh, Selangor
2 units shophouses at Section 18 Bank Premises Leasehold 89 10 159 1992 Shah Alam, Selangor COMMERCE ASSET-HOLDING BERHAD (50841-W) 163
PROPERTIES OF THE GROUP
as at 31 December 2002
Location Description Tenure Remaining Age of NBV as at Year of Lease Period Property 31 Dec 2002 acquisition (Years) (Years) (RM’000)
Green Hill Resort, Tanah Rata Holiday Freehold – 7 176 1995 Cameron Highlands, Pahang (2 units) Apartment
Precint 3.5, Pusat Bandar Shah Alam Vacant Land Leasehold 92 7 2,432 1995 Seksyen 14, Selangor
1519B, Jalan Tunku Ibrahim Bank Premises Leasehold 38 22 164 1980 Alor Star, Kedah
Main Branch & Head Office Bank Premises Freehold – 37 28,860 1965 6, Jalan Tun Perak, Kuala Lumpur
151, Jalan 2/3A, Off 12 km Bank Premises Leasehold 90 9 1,049 1993 Jalan Ipoh, Batu Caves, Kuala Lumpur
4232, Jalan Besar, Bukit Pelanduk, Bank Premises Freehold – 18 881 1984 Negeri Sembilan
41, Jalan Terentang, Rembau, Bank Premises Leasehold 76 23 102 1979 Negeri Sembilan
89, Jalan Sultan Yusof, Ipoh, PerakBank Premises Freehold – 25 1,115 1977
No. 21-23 China Street Ghaut, Vacant Building Freehold – 38 415 1964 Pulau Pinang
64 & 65, Leboh Pantai, Pulau Pinang Vacant Building Freehold – 38 148 1964
15, Leboh Pantai, Pulau Pinang Bank Premises Freehold – 42 259 1960
No. 12, Jalan Dato Hamzah, Bank Premises Freehold – 44 190 1958 Klang, Selangor
No. 280, Jalan Besar, Batang Berjuntai, Bank Premises Freehold – 24 415 1978 Selangor
No. 24 Jalan Utas, Seksyen 15, CAD Leasehold 87 12 175 1990 Shah Alam, Selangor
113 & 114, Jalan Genuang, BankFreehold – 17 608 1985 Segamat, Johor
39A, Jalan Rahman Bank Premises Freehold – 14 609 1988 Batu Pahat, Johor
87-89 Jln Pahlawan Bank Premises Freehold – 15 211 1987 Tmn Ungku Tun Aminah Johor Bharu, Johor
G86, G87, F122, F123 & F124 Bank Premises Leasehold 76 14 622 1988 Holiday Plaza, Johor Bharu, Johor
Plot No. 12, Lot No 1775 Bank Premises Freehold – 16 87 1986 Pekan Kuala Nerang, Kedah 164 COMMERCE ASSET-HOLDING BERHAD (50841-W)
PROPERTIES OF THE GROUP as at 31 December 2002
Location Description Tenure Remaining Age of NBV as at Year of Lease Period Property 31 Dec 2002 acquisition (Years) (Years) (RM’000)
No. 40 & 41, Pusat Bandar Kuah Bank Premises Freehold – 12 269 1990 Pulau Langkawi, Kedah
Lots 1931, 1932 & 1933 Vacant Lots Leasehold 49 17 17 1985 Gua Musang, Kelantan
No. 32, Jln Tun PerakBank Premises Freehold – 15 2,636 1987 Oriental Building, Kuala Lumpur
TL 20753258, 20750388 & 20750389 Vacant Lots Leasehold 78 12 1,804 1990 District of Labuan, Labuan
Lot 295, No. 11, Tmn Bukit Piatu Bank Premises Freehold – 15 293 1987 Seksyen 3, Bukit Baru, Melaka
3690, Jalan Raja Melewar Bank Premises Leasehold 85 14 76 1988 Kuala Pilah, Negeri Sembilan
No. 114 & 115, Jln Besar, Bandar Baru Bank Premises Leasehold 68 14 123 1988 Kuala Lipis, Pahang
No. 7 & 8, Rumah Kedai Murah LKNP Bank Premises Leasehold 81 14 221 1988 Jalan Ahmad Shah Temerloh, Pahang
No. 1 & 1A, Kinta Mansion Bank Premises Freehold – 16 840 1986 Medan Kidd, Ipoh, Perak
No. 6 & 7, Jln Kelichap Bank Premises Leasehold 83 16 160 1986 Parit Buntar, Perak
Tkt Bawah 1, 2 & 3, Lot 1872 Bank Premises Freehold – 16 1,192 1986 Bangunan BBMB, 4228 Jalan Bagan Luar, Butterworth, Pulau Pinang
GF, Lot 8 & 9, Block C, Bank Premises Leasehold 77 12 204 1990 Ranau New Town Centre, Sabah
Lot 1.01, Level 1, Satok Building Bank Premises Freehold – 14 1,792 1988 Jalan Satok, Kuching
Lot 507 & 508 Block 9, Miri Concession Bank Premises Leasehold 77 15 539 1987 Land District (MCLD) Jalan Permaisuri, Miri, Sarawak
Lot 2300 & 2301, BDA-Shahida Bank Premises Leasehold 40 12 616 1990 Commercial Centre, Lebuhraya Abang Gatau, Bintulu, Sarawak
No. 48 & 50, Jln SS 21/35, Bank Premises Freehold – 15 827 1987 Damansara Utama Petaling Jaya, Selangor
Lot 12 & 13, Phase 4 (Metro 1) Bank Premises Freehold – 14 358 1988 Town Centre, Taman Melawati No 227 & 228, Jalan Bandar 13 Taman Melawati Hulu Klang, Selangor COMMERCE ASSET-HOLDING BERHAD (50841-W) 165
PROPERTIES OF THE GROUP
as at 31 December 2002
Location Description Tenure Remaining Age of NBV as at Year of Lease Period Property 31 Dec 2002 acquisition (Years) (Years) (RM’000)
No. 9 & 10, Jln Tun Aziz Lim Tan Bank Premises Leasehold 50 16 679 1986 Kajang, Selangor
No. 27, 29 & 31, Jln 52/2, Section 52 Bank Premises Leasehold 87 12 1,718 1990 Petaling Jaya, Selangor
No. K 712 & 713, Jalan Sulaimani Bank Premises Freehold – 14 525 1988 Chukai, Kemaman, Terengganu
Bukit Mahkamah, Kuala Lumpur Vacant Land Leasehold 95 4 21,096 1998
No. 22 Taman Fulliwa, Labuan Staff Residence Leasehold 89 9 120 1993
No. 24 Taman Fulliwa, Labuan Staff Residence Leasehold 89 9 120 1993
No. 32 Taman Fulliwa, Labuan Staff Residence Leasehold 89 9 128 1993
No. 43 Taman Fulliwa, Labuan Staff Residence Leasehold 89 9 136 1993
No. 47 Taman Fulliwa, Labuan Staff Residence Leasehold 89 9 136 1993
No. 17 Taman Fulliwa (BOC), Labuan Staff Residence Leasehold 89 7 235 1995
No. 6 Taman Fulliwa (BOC), Labuan Staff Residence Leasehold 89 7 223 1995
Alpha Condominium 14-06, Labuan Staff Residence Leasehold 89 7 575 1995
Alpha Condominium 12-05 (BOC) Staff Residence Leasehold 89 6 475 1996 Labuan
Kerupang II Apartment D 02-1, Labuan Staff Residence Leasehold 89 6 135 1996
Kerupang II Apartment D 02-6, Labuan Staff Residence Leasehold 89 6 135 1996
Kerupang II Apartment B 04-1 (BOC) Staff Residence Leasehold 89 6 135 1996 Labuan
Kerupang II Apartment B 03-8 (BOC) Staff Residence Leasehold 89 5 133 1997 Labuan
Lot 19 Taman Rancha-Rancha, Labuan Staff Residence Leasehold 89 9 146 1993
Lot 20 Taman Rancha-Rancha, Labuan Staff Residence Leasehold 89 9 146 1993
TL 207512418 (near golf course) Vacant Land Leasehold 89 9 220 1993 Labuan
FF Menara Promet BCB Finance Freehold – 17 5,412 1985 Jalan Sultan Ismail, Kuala Lumpur HQ
Lot No. 23, Taman Jasa Manager’s Leasehold 88 7 88 1995 Jalan Tun Mustapha, Labuan Resident
Sublot No. 70 & 71, Greentown Branch Leasehold 88 7 706 1996 Business Centre, Ipoh, Perak
Lot 3083, Jalan Sultan Ismail Branch Freehold – 10 740 1972 Kuala Terengganu, Terengganu 166 COMMERCE ASSET-HOLDING BERHAD (50841-W)
PROPERTIES OF THE GROUP as at 31 December 2002
INTERNATIONAL PROPERTIES OF BUMIPUTRA-COMMERCE BANK BERHAD Location Country Description NBV as at Year of 31 Dec 2002 Acquisition
1. Meguro Mansion, 21-7-3 Mita Meguro-ku, Tokyo Japan Branch JPY 275,722,741 1986
2. No. 201 Yoyogi Parkside, 1-33-6 Japan Apartment JPY 25,795,381 1980 Tomigaya, Shibuya-ku, Tokyo
3. Flat 10A, Victoria Heights, 43A Stubbs Road Hong Kong Apartment HKD 1,378,759.85 1979
4. Flat 9C, Block 21, Baguio Villa, 555, Victoria Road Hong Kong Apartment HKD 279,433.13 1979
5. Flat 2B Fook Wai Mansion, 98 Pokfulam Road Hong Kong Apartment HKD 462,956.00 1981
6. Room 1802 & 1803, 18th Floor, Tower One Hong Kong Branch HKD 19,188,287.01 1980 Admiralty Centre
7. No. 37-01/01/03 Suntec Tower One Singapore Branch SGD 16,240,375.00 1995 7 Temasek Boulevard
8. 14 Cavendish Square, London WIM OHA United Kingdom Branch GBP 1,263,652.50 1993
9. 81 Woodsford Square, Addison Road United Kingdom 4 bedroom GBP 209,083.39 1986 London W14 5DS house
10. 14C Avenue Road, St Johns Woods United Kingdom 3 bedroom GBP 29,355.00 1978 London NW9 68P house
11. 13 Porchester Square Mews, London W2 ZXY United Kingdom Apartment GBP 51,122.34 1978
12. 8 Kingston House East, London SW7 ILJ United Kingdom Apartment GBP 116,164.74 1988
PROPERTIES OF COMMERCE ASSET REALTY SDN. BHD. Location Description Tenure Remaining Age of NBV as at Year of Lease Period Property 31 Dec 2002 acquisition (Years) (Years) (RM’000)
No. 170-174, Jalan Sungei Besi Bank Premises for Freehold – 49 4,280 1985 57100 Kuala Lumpur Sungei Besi Branch
No. 1271-2, Jalan Baru Bank Premises for Freehold – 21 867 1990 Taman Emas Prai Branch 13600 Prai, Pulau Pinang
Lot 30, Kompleks Munshi Abdullah Bank Premises for Freehold – 11 1,214 1990 Jalan Munshi Abdullah Jalan Munshi Abdullah 75100 Melaka Branch COMMERCE ASSET-HOLDING BERHAD (50841-W) 167
PROPERTIES OF THE GROUP
as at 31 December 2002
NBV as at 31 Dec 2002 Year of Location Description Tenure (IDR’000) acquisition
PROPERTIES OF PT BANK NIAGA TBK: Jalan Gajah Mada, 18, Jakarta Bank premises Freehold 10,716,894 1999
Jalan Roa Malaka Selatan No. 3–5, Jakarta Bank premises Freehold 516,373 1999
Jalan Falatehan 1, No. 7, Kebayoran Bank premises Leasehold 447,403 1999
Jalan Kwitang, No. 17–18, Jakarta Bank premises Freehold 878,461 1999
Jalan Fatmawati, No. 20, Jakarta Bank premises Freehold 1,032,783 1999
Jalan Raya Darmo, No. 26, Surabaya Bank premises Freehold 1,643,604 1999
Jalan Pemuda, No. 21B, Semarang Bank premises Leasehold 2,664,148 1999
Komplek Bank Niaga, Blok D No. 10–11, Smg Warehouse Leasehold 73,671 1999
Komplek Bank Niaga Blok A 2–3, Smg Dormitory Leasehold 180,558 1999
Jalan Kepodang, No. 2–4, Smg Warehouse Leasehold 470,204 1999
Jalan Jend. Sudiman, No. 13, Yogyakarta Bank premises Leasehold 1,894,852 1999
Jalan Slamet Riyadi, No. 8, Solo Bank premises Leasehold 1,304,329 1999
Jalan Lembong, No. 7, Bandung Bank premises Leasehold 2,144,477 1999
Jalan Riung Mumpulung 2, No. 136/1C, Bdg Warehouse Leasehold 80,897 1999
Jalan Bukit Barisan, No. 5, Medan Bank premises Leasehold 2,099,937 1999
Jalan Turi, Mdn Warehouse Leasehold 225,384 1999
Jalan Buah Batu, No. 143, Bandung Bank premises Leasehold 549,864 1999
Jalan A. Yani, No. 33, Ujung Pandang Bank premises Leasehold 957,878 1999
Jalan Gajah – Mada, No. 74, Jember Bank premises Freehold 394,547 1999
Jalan Laks, Malahayati, No. 24–40, Lpg. Bank premises Freehold 818,327 1999
Jalan Dharmahusada, No. 142, Surabaya Bank premises Freehold 337,375 1999
Jalan. Basuki Rachmat, No. 26–28, Malang Bank premises Freehold 474,350 1999 168 COMMERCE ASSET-HOLDING BERHAD (50841-W)
PROPERTIES OF THE GROUP as at 31 December 2002
NBV as at 31 Dec 2002 Year of Location Description Tenure (IDR’000) acquisition
Jalan Jend. A. Yani, No. 31, Kudus Bank premises Leasehold 909,688 1999
Jalan Siliwangi, No. 110, Cirebon Bank premises Leasehold 844,042 1999
Jalan Melati, No. 29, Denpasar Bank premises Leasehold 1,183,646 1999
Jalan Jendral Sudirman, No. 255 CD, P’baru Bank premises Leasehold 861,508 1999
Jalan Pajajaran, (Gunung Gee) No. 33, Bgr Bank premises Freehold 582,344 1999
Jalan Daan Mogot, No. 58, Tangerang Bank premises Freehold 1,248,550 1999
Jalan Bulevar Raya, Blok LB3 No. 34–36, Jkt Bank premises Freehold 444,858 1999
Jalan Tarum Barat, Blok Q No. 2, Jak. Timur Bank premises Freehold 496,149 1999
Jalan Panglima, Sudirman No. 59–61, Sby. Bank premises Freehold 3,597,778 1999
Jalan Tunjungan, No. 47, Surabaya Bank premises Freehold 1,302,017 1999
Jalan Tanggul Angin, Sidoarjo Warehouse Leasehold 146,044 1999
Jalan Kota, No. 60 AB< Surabaya Bank premises Freehold 620,032 1999
Roa Malaka Utara Warehouse Leasehold 142,072 1999
Gedung Cikarang, Jw. Barat Warehouse Leasehold 233,255 1999
Pembangunan gudang Cikaande Warehouse Leasehold 707,634 2002
Kios A. Yani Bank premises Leasehold 92,625 2000
Gedung kantor Bank premises Leasehold 990,000 2001 COMMERCE ASSET-HOLDING BERHAD (50841-W) 169
the commerce group
Commerce Asset-Holding Berhad The Commerce Group of Companies is a leading financial conglomerate in Malaysia’s rapidly growing financial system. At the helm is Commerce Asset-Holding Berhad (CAHB) listed in the financial section of the Kuala Lumpur Stock Exchange (KLSE). The Group’s impeccable reputation, proven track record, excellent domestic and regional connections and wide range of services make it a sound financial institution suitable for those seeking a high level of professionalism and expertise in their financi al partners. A sound foundation of strength, CAHB is a well-diversified investment and management holding company with interests in commercial banking, merchant banking, stock broking, offshore banking, finance company, discount house, leasing, factoring, futures broking, fund management, unit trust management, venture capital and life insurance. Contact details: 12th Floor, Commerce Square, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia. Tel: (603) 2093 5333 Fax: (603) 2093 3335 Website: www.commerz.com.my
Bumiputra-Commerce Bank Berhad Bumiputra-Commerce Bank Berhad (BCB) is the result of the merger between Bank of Commerce (M) Berhad and Bank Bumiputra Malaysia Berhad which was officially launched on October 1, 1999. The commercial bank has one of Malaysia’s largest ATM network in the country. With a customer base of over 3.5 million, it provides a comprehensive range of services that will meet the needs of small household through to the largest multinational conglomerate. BCB is the bank for all people and aims to be an efficient, low-cost provider of financial services through superior processing capabilities. The bank has made substantial investment in information technology subsequent to its merger in a quest to reinvent itself for greater competitiveness and efficiency ahead of an emerging and globalised financial playing field. The bank’s strategic thrust towards a customer focussed marketing approach in its business is seen in its organisational set-up where separate Retail, Business and Corporate bank, each with its own accountability exist within one organisation. Each of these banks specialises on the differing needs of its own customer group, giving their customers better focus. The bank has a traditional strength in the financing of trade both locally and internationally. Its specialised business centres located in all key market centres throughout the country provides business with financial expertise and timely assistance. Contact details: 6, Jalan Tun Perak, 50050 Kuala Lumpur, Malaysia. Tel: (603) 2693 1722 Fax: (603) 2698 6628 Website: www.bcb.com.my
Bumiputra-Commerce Bank (L) Limited A wholly-owned subsidiary of Bumiputra-Commerce Bank Berhad, it offers various offshore banking-services from international finance to advisory and related services. Contact details: Lot E006, Podium Level, Financial Park Labuan, Jalan Merdeka, 87000 Labuan, Federal Territory of Labuan. Tel: (087) 451033 Fax: (087) 451032
Bumiputra-Commerce Finance Berhad Offers hire purchase facilities through its outlets located at major branches of Bumiputra-Commerce Bank Berhad. Contact details: Ground Floor, Menara PROMET, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. Tel: (603) 2142 6111 Fax: (603) 2148 2184 170 COMMERCE ASSET-HOLDING BERHAD (50841-W)
THE COMMERCE GROUP
CIMB Berhad CIMB Berhad is the investment banking arm of Commerce Group and comprises five core companies including Commerce International Merchant Bankers Berhad, CIMB Securities Sdn Bhd (CIMB Securities), CIMB Discount House Berhad (CIMB Discount), CIMB Futures Sdn Bhd and CIMB (L) Limited (CIMB Labuan). CIMB is a premier Malaysian investment bank and one of the best capitalised merchant banks in the country, offering a comprehensive range of capital market services. It enjoys a strong reputation in the equity, debt and derivatives markets. A leading corporate finance house in Malaysia, CIMB has been the top advisory fee income earner since 1989 and among the leading advisers and underwriters for raising funds through initial public offerings in Malaysia. CIMB is also the most active originator of Malaysian private debt securities (PDS). Its traditional advisory and origination business is complemented by corporate banking and syndicated loans services. Further, CIMB’s growing debt markets & derivatives business offers fixed income, money markets and structured products as well as bond distribution and fixed income research serv ices. CIMB has impeccable credentials stemming from its track record in engineering innovative financial products to meet the increasingly broad ranging and sophisticated demands of local as well as international clients. Its professionalism, commitment and dedication in serving clients’ needs have been the impetus for its impressive and successful growth. Contact details: 10th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia. Tel: (603) 2084 8888 Fax: (603) 2084 8899 Website: www.cimb.com.my
CIMB Securities Sdn Bhd A wholly-owned subsidiary of CIMB, CIMB Securities Sdn Bhd (CIMB Securities) ranks among the top broking houses in Malaysia. CIMB Securities specialises in dealing and trading equities on the Kuala Lumpur Stock Exchange (KLSE) and the Malaysian Exchange of Securities Dealing & Automated Quotation Bhd (MESDAQ), serving foreign and domestic institutions as well as retail investors. The CIMB Group Research Centre team comprises dynamic and experienced professionals who are dedicated to providing high quality research covering in-depth market and company reports, markets reviews and trend analysis, and economic and industry overviews. CIMB Securities also provides underwriting, share placement, corporate advisory and custodian and nominee services. Contact details: 9th Floor, Commerce Square, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia. Tel: (603) 2084 9999 Fax: (603) 2084 9888
CIMB Discount House Berhad CIMB Discount House Berhad (CIMB Discount) enhances CIMB Group’s capabilities in debt capital markets. CIMB Discount’s core business is the trading and market making of debt capital markets and treasury products. Client services include receiving depo sits on deposit accounts and the investment of such deposits. Contact details: 10th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia. Tel: (603) 2084 8888 Fax: (603) 2094 3566
CIMB (L) Limited CIMB (L) Limited operates as a licensed offshore bank as permitted by the offshore Companies Act, 1990. Its activities include non- Ringgit equity and fixed income trading and fund management. Contact details: Unit 7A, 7th Floor, Main Office Tower, Financial Park, Labuan Complex, Jalan Merdeka 87000 WP Labuan Tel: (603) 2084 8888 (KL Office) Fax: (603) 2084 8899 (KL Office)
Commerce Asset Fund Managers Sdn Bhd Commerce Asset Fund Managers Sdn Bhd (CAFM) was incorporated to provide discretionary funds management services covering local and global equities, bonds, currency management, options and futures. The Company is a joint venture between CAHB and Principal Financial Group. CAFM services pension funds, government organisations, statutory bodies, corporations and customers of the Commerce Group as its client base. CAFM has exceeded RM2.6 billion in funds under management. Contact details: Level 18, Menara Dato’ Onn, Putra World Trade Centre, 45, Jalan Tun Ismail, 50480 Kuala Lumpur, Malaysia. Tel: (603) 2617 2000 Fax: (603) 2617 2002 E-mail: www.cafm.com.my COMMERCE ASSET-HOLDING BERHAD (50841-W) 171
THE COMMERCE GROUP
Commerce Trust Berhad Commerce Trust Berhad (CTB) specialises in unit trusts management in Malaysia. The Company represents the second joint venture between CAHB and Principal Financial Group (a US Fortune 500 company with USD100 billion assets under management) and is committed to developing a family of investment funds designed to meet the financial needs of individuals and companies in Malaysia. CTB manages five different unit trust funds each tailored to different investor profiles. Contact details: Level 18, Menara Dato‘ Onn, Putra World Trade Centre, 45, Jalan Tun Ismail, 50480 Kuala Lumpur, Malaysia. Tel: (603) 2617 2222 Fax: (603) 2617 2233 Website: www.commercetrust.com.my
Commerce Asset Ventures Sdn Bhd Commerce Asset Ventures Sdn Bhd (CAV) is a specialist management company wholly-owned by CAHB, that invests equity capital into emerging small and medium sized business. It seeks to support growth industries with a global outlook and typically takes an active role in creating value for the investee companies and its shareholders. Contact details: No. 6, Commerce House, 22-24, Jalan Sri Semantan Satu, Damansara Heights, 50490 Kuala Lumpur, Malaysia. Tel: (603) 2732 5577 Fax: (603) 2732 1343 Website: www.commerce-ventures.com.my
AMAL Assurance Berhad AMAL Assurance Berhad (AMAL) was established in response to a growing need among Malaysians to provide for the financial security of their families. AMAL is committed to meet the life insurance needs of Malaysian public by introducing policies which can be specially tailored and packaged to meet the specific requirements of customers. Contact details: 338, Jalan Tunku Abdul Rahman, 50300 Kuala Lumpur, Malaysia. Tel: (603) 2612 3600 Fax: (603) 2698 7035
Bank Muamalat Malaysia Berhad Bank Muamalat Malaysia Berhad (BMMB), an associate of the Group, is Malaysia’s Second Islamic Bank that had taken on the challenge of developing islamic banking as an alternative form of banking in the country. Contact details: Menara Bumiputra, Jalan Melaka, 50913 Kuala Lumpur, Malaysia. Tel: (603) 2698 8787 Fax: (603) 2691 0388 Website: www.muamalat.com.my
Bank Niaga Tbk Bank Niaga is the 9th largest bank in Indonesia by assets. Established in 1955, it was listed on the Jakarta Stock Exchange in 1989. It has a distribution network of 149 branches and kiosks predominantly in the main commercial centers of Indonesia. It is an award winning franchise in the area of service quality by ranking first in service quality for Indonesian banks for six years running from 1996 to 2001. Bank Niaga was also a recipient of the best practitioner of corporate governance award from Jakarta Stock Exchange in 2001. Boundless Access becomes the new positioning of Bank Niaga with its advanced technology platform as it focuses on providing virtually unlimited access to customers via multi channel deliveries which include branch banking, kiosks, ATMs, phone banking, TV banking, internet banking and mobile banking. Contact details: P.T. Bank Niaga Tbk, Graha Niaga, Jln Jend. Sudirman Kav. 58, Jakarta, 12190, Indonesia. Tel: (62-21) 250 5151/5252/5353 Fax: (62-21) 250 5205 E-mail: [email protected] 172 COMMERCE ASSET-HOLDING BERHAD (50841-W) directory
COMMERCE ASSET-HOLDING BUMIPUTRA-COMMERCE BANK BERHAD BERHAD 12th Floor, Commerce Square 6, Jalan Tun Perak Loh Siew Eng Jalan Semantan, Damansara Heights 50050 Kuala Lumpur Senior Vice-President 50490 Kuala Lumpur Malaysia E-mail: [email protected] Malaysia Tel: 03-2693 1722 Tel: 03-2093 5333 Fax: 03-2693 2663/2697 0389 Ooi Cheng Im Fax: 03-2093 3335 Website: www.bcb.com.my Senior Vice-President Website: www.commerz.com.my E-mail: [email protected] Dr. Rozali Mohamed Ali Dr. Rozali Mohamed Ali Managing Director/Chief Executive Officer Mohd Tahir Abdul Wahab Director E-mail: [email protected] Senior Vice-President E-mail: [email protected] E-mail: [email protected] Dato’ Halim Muhamat Mohd Shukri Hussin Executive Director/Chief Operating Officer Chua Hong Wee Chief Operating Officer E-mail: [email protected] Senior Vice-President E-mail: [email protected] E-mail: [email protected] Azmi Abdullah Jamil Hajar Abdul Muttalib Executive Director Mustafa Ibrahim Executive Vice President E-mail: [email protected] Senior Vice-President E-mail: [email protected] E-mail: [email protected] Koichi Takano Muhammad Fikri Mohamad Rawi Executive Advisor (Japanese Business) Megat Kamarruddin Megat Assistant General Manager E-mail: [email protected] Shamsuddin Corporate Services Senior Vice-President E-mail: [email protected] Rosnah Kamarulzaman E-mail: [email protected] Executive Vice-President Aznam Shahuddin E-mail: [email protected] Datin Roziah Munira Salinger Assistant General Manager Senior Vice-President Corporate Affairs Nik Hassan Nik Mohd Amin E-mail: [email protected] E-mail: [email protected] Executive Vice-President E-mail: [email protected] Mohd Bashir bin Niamat Ali Zamri Mohd Radzi Senior Vice-President Senior Manager Zakaria Merican Head – Special Portfolio Finance and Administration Executive Vice-President E-mail: [email protected] E-mail: [email protected] E-mail: [email protected] Azami Ghazali Abu Bakar Buyong Senior Vice-President Executive Vice-President E-mail: [email protected] E-mail: [email protected] Toshiharu Takeda Datuk Bhupatrai M. Premji Advisor, Japanese Business Unit Senior Vice-President E-mail: [email protected] E-mail: [email protected] COMMERCE ASSET-HOLDING BERHAD (50841-W) 173
DIRECTORY
COMMERCE ASSET VENTURES CIMB SDN BHD 10th Floor, Bangunan CIMB Kok Kong Chin No. 6, Commerce House Jalan Semantan, Damansara Heights Head, Equity Markets & Derivatives 22-24, Jalan Sri Semantan Satu 50490 Kuala Lumpur, Malaysia E-mail: [email protected] Damansara Heights Tel: 03-2084 8888 50490 Kuala Lumpur Fax: 03-2084 8899 Neville Ian Azzopardi Malaysia Telex: MA 30647 PEBSAM Head, Private Banking Tel: 03-2732 5577 Website: www.cimb.com.my E-mail: [email protected] Fax: 03-2732 1343
Nazir Razak COMMERCE ASSET FUND Raja Shamsul Kamal Chief Executive/Managing Director MANAGERS SDN BHD Chief Executive Officer E-mail: [email protected] E-mail: [email protected] Level 18, Menara Dato’ Onn Robert Cheim Putra World Trade Centre Executive Director 45, Jalan Tun Ismail AMAL ASSURANCE BERHAD E-mail: [email protected] 50480 Kuala Lumpur, Malaysia 338, Jalan Tunku Abdul Rahman Tel: 03-2617 2000 50100 Kuala Lumpur Dr Gan Wee Beng Fax: 03-2617 2002 Tel: 03-2612 3600 Executive Director E-mail: [email protected] Fax: 03-2698 7035 E-mail: [email protected] Tunku Afwida Malek Yusli Mohamed Yusoff Executive Director Ezamshah Ismail Chief Executive Director, CIMB Securities E-mail: [email protected] Chief Executive Officer E-mail: [email protected] E-mail: [email protected] Nor Azamin Salleh Chief Financial Officer Lee K Kwan COMMERCE ASSET REALTY E-mail: [email protected] Director, CEO’s Office SDN BHD E-mail: [email protected] Nik Azhar Nik Abdullah Ground Floor, Commerce Square Loh Shai Weng General Manager, Fund Management Jalan Semantan, Damansara Heights Co-Head, Corporate Finance E-mail: [email protected] 50490 Kuala Lumpur E-mail: [email protected] Malaysia Tel: 03-2092 2577 COMMERCE TRUST BERHAD Tan Choon Thye Fax: 03-2093 8760 Co-Head, Corporate Finance Level 18 Menara Dato’ Onn E-mail: [email protected] Putra World Trade Centre 45, Jalan Tun Ismail COMMERCE ASSET NOMINEES Noripah Kamso 50480 Kuala Lumpur, Malaysia SDN BHD Director, Corporate Finance Tel: 03-2617 2222 12th Floor, Commerce Square E-mail: [email protected] Fax: 03-2617 2233 Jalan Semantan, Damansara Heights 50490 Kuala Lumpur Yeoh Keat Seng Thomas Meow Yoke Nean Malaysia Chief Executive Officer Co-Head, Debt Markets & Derivatives Tel: 03-2093 5333 E-mail: [email protected] E-mail: [email protected] Fax: 03-2093 3335
Mabel Gan Pek Huong Rosemary Yvonne Fong Co-Head, Debt Markets & Derivatives Head of Marketing & Distribution COMMERCE VOLANTIA SDN BHD E-mail: [email protected] E-mail: [email protected] 12th Floor, Commerce Square Jalan Semantan, Damansara Heights Nor Azamin Salleh Ng Ing Peng 50490 Kuala Lumpur Chief Financial Officer Head, Finance and Operations Malaysia E-mail: [email protected] E-mail: [email protected] Tel: 03-2093 5333 Fax: 03-2093 3335 Iswaraan Suppiah Head, Strategic Risk and Compliance E-mail: [email protected] 174 COMMERCE ASSET-HOLDING BERHAD (50841-W)
DIRECTORY
SUBSIDIARIES OF CIMB
CIMB SECURITIES SDN BHD CIMB FUTURES SDN BHD 9th Floor, Commerce Square 10th Floor, Bangunan CIMB Jalan Semantan, Damansara Heights Jalan Semantan, Damansara Heights 50490 Kuala Lumpur 50490 Kuala Lumpur Tel: 03-2084 9999 Malaysia Fax: 03-2084 9888 Tel: 03-2093 2968 Telex: MA 30991 CIMSEC Fax: 03-2093 7782 Website: www.cimb.com.my CIMB NOMINEES (TEMPATAN) CIMB DISCOUNT HOUSE BERHAD SDN BHD 10th Floor, Bangunan CIMB 10th Floor, Bangunan CIMB Jalan Semantan, Damansara Heights Jalan Semantan, Damansara Heights 50490 Kuala Lumpur 50490 Kuala Lumpur Malaysia Malaysia Tel: 03-2084 8888 Tel: 03-2084 8888 Fax: 03-2094 3566 Fax: 03-2084 8899
CIMB HOLDINGS SDN BHD CIMB NOMINEES (ASING) SDN BHD 10th Floor, Bangunan CIMB Jalan Semantan, Damansara Heights 10th Floor, Bangunan CIMB 50490 Kuala Lumpur Jalan Semantan, Damansara Heights Malaysia 50490 Kuala Lumpur Tel: 03-2084 8888 Malaysia Fax: 03-2084 8899 Tel: 03-2084 8888 Telax: MA 30647 PEBSAM Fax: 03-2084 8899
CIMB (L) LIMITED CIMB SECURITIES (HONG KONG) SDN BHD Unit 7A, 7th Floor Main Office Tower 9th Floor, Commerce Square Financial Park Labuan Complex Jalan Semantan, Damansara Heights Jalan Merdeka 67000 W.P. Labuan 50490 Kuala Lumpur Tel: (6087) 451 608 Malaysia Fax: (6087) 451 610 Tel: 03-2084 9999 Fax: 03-2084 9888 COMMERCE ASSET-HOLDING BERHAD (50841-W) 175
DIRECTORY
SUBSIDIARIES OF BUMIPUTRA-COMMERCE BANK BERHAD
BUMIPUTRA-COMMERCE FINANCE BBMB FINANCE (HONG KONG) SEMERAK SERVICES SDN BHD BERHAD LIMITED 4th Floor, Oriental Building Ground Floor, Menara Promet Suite 3607 & 3608 32, Jalan Tun Perak Jalan Sultan Ismail Two Exchange Square 50050 Kuala Lumpur 50250 Kuala Lumpur 8, Connaught Place Tel: 03-2072 7888 Tel: 03-2142 6111 Central Hong Kong Fax: 03-2078 7980 Fax: 03-2148 2184 Tel: (00 852) 252 52829 Fax: (00 852) 252 33287 BOC NOMINEES SDN BHD BUMIPUTRA-COMMERCE SWIFT: BBMBHKHH 6, Jalan Tun Perak FACTORING BERHAD 50050 Kuala Lumpur BBMB FINANCE NOMINEE 10th Floor, No. 338 Tel: 03-2693 1722 (HONG KONG) LIMITED Jalan Tuanku Abdul Rahman Fax: 03-2694 5948 50100 Kuala Lumpur Suite 3607 & 3608 Tel: 03-2697 0298 Two Exchange Square BOC NOMINEES (ASING) SDN BHD Fax: 03-2697 0092/2290 8, Connaught Place 6, Jalan Tun Perak Telex: FACTOR MA 32225 Central Hong Kong 50050 Kuala Lumpur Tel: (00 852) 252 52829 Tel: 03-2693 1722 BUMIPUTRA-COMMERCE LEASING Fax: (00 852) 252 33287 Fax: 03-2694 5948 BERHAD SWIFT: BBMBHKHH 6th Floor, No. 338 BOC NOMINEES (TEMPATAN) BUMIPUTRA NOMINEE LTD Jalan Tuanku Abdul Rahman SDN BHD 50100 Kuala Lumpur 14, Cavendish Square 6, Jalan Tun Perak Tel: 03-2693 8455 London W1M-OHA 50050 Kuala Lumpur Fax: 03-2692 0010 United Kingdom Tel: 03-2693 1722 Tel: (020) 7306 6050 Fax: 03-2694 5948 BUMIPUTRA-COMMERCE TRUSTEE Fax: (020) 7306 6060 BERHAD SWIFT: BCBMGB2L EPIC-I SDN BHD 6th Floor, Wisma TAS, Jalan Melaka 50100 Kuala Lumpur BUMIPUTRA-COMMERCE 6, Jalan Tun Perak Tel: 03-2070 4677 NOMINEES SDN BHD 50050 Kuala Lumpur Tel: 03-2693 1722 Fax: 03-2070 6264 20th Floor, Menara Bumiputra Fax: 03-2694 5948 Jalan Melaka BBMB UNIT TRUST MANAGEMENT 50100 Kuala Lumpur BERHAD Tel: 03-2690 2247/2624 BBMB FUTURES SDN BHD 6, Jalan Tun Perak Fax: 03-2691 8051 6, Jalan Tun Perak 50050 Kuala Lumpur 50050 Kuala Lumpur Tel: 03-2693 1722 BUMIPUTRA-COMMERCE Tel: 03-2693 1722 Fax: 03-2694 5948 NOMINEES (ASING) SDN BHD Fax: 03-2694 5948 20th Floor, Menara Bumiputra BUMIPUTRA-COMMERCE BANK Jalan Merdeka BUMIPUTRA-COMMERCE (L) LTD 50100 Kuala Lumpur PROPERTIES SDN BHD Level 13(A), Main Office Tower Tel: 03-2690 2247/2624 6, Jalan Tun Perak Financial Park Labuan Fax: 03-2691 8051 50050 Kuala Lumpur Jalan Merdeka, 87000 Labuan Tel: 03-2693 1722 Federal Territory of Labuan BUMIPUTRA-COMMERCE Fax: 03-2694 5948 Tel: 087-410 305 NOMINEES (TEMPATAN) SDN BHD Fax: 087-410 313 20th Floor, Menara Bumiputra BBMB SECURITIES (HOLDING) Telex: PUTRA MA 85053 Jalan Melaka SDN BHD 50100 Kuala Lumpur 6, Jln Tun Perak BUMIPUTRA-COMMERCE Tel: 03-2690 2247/ 2624 50050 Kuala Lumpur INTERNATIONAL TRUST Fax: 03-2691 8051 Tel: 03-2693 1722 (LABUAN) BERHAD Fax: 03-2694 5948 Level 14 (A) & (B), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Labuan Federal Territory of Labuan Tel: 087-414 252 Fax: 087-411 855 Telex: PUTRA MA 85093 176 COMMERCE ASSET-HOLDING BERHAD (50841-W) directory of BCB branches
FEDERAL TERRITORY OF Selayang Jalan Duta KUALA LUMPUR 151, Jalan 2/3A Off 12km Block 8, Kompleks Pejabat-Pejabat Kerajaan Jalan Raja Chulan Jalan Ipoh, 68100 Batu Caves Jalan Duta, 50480 Kuala Lumpur Level 1, Menara Olympia Kuala Lumpur Tel: 03-6201 7109 Jalan Raja Chulan Tel: 03-6136 9649 Fax: 03-6201 3733 50200 Kuala Lumpur Fax: 03-6136 9645 Tel: 03-2031 5555 Masjid India Fax: 03-2031 9077 Wisma Cosway 205, Jalan Bunus Off Jalan Masjid India Ground Floor, Wisma Cosway 50100 Kuala Lumpur Jalan Tun Perak Jalan Raja Chulan, P.O. Box 10566 Tel: 03-2698 6933 6, Jalan Tun Perak 50718 Kuala Lumpur Fax: 03-2693 2137 50050 Kuala Lumpur Tel: 03-2142 9177 Tel: 03-2693 3011 Fax: 03-2145 6511 Bandar Tun Razak Fax: 03-2698 2261 76, Jalan Cheras Putra World Trade Centre Taman Connaught, Cheras Jalan Bukit Bintang Level 2, Podium Block 56000 Kuala Lumpur Plaza Yeoh Tiong Lay Putra World Trade Centre Tel: 03-9101 5500 55 Jalan Bukit Bintang Jalan Tun Ismail Fax: 03-9102 4866 55100 Kuala Lumpur 50480 Kuala Lumpur Tel: 03-2141 6700 Tel: 03-2693 6033 Taman Maluri Fax: 03-2144 1136 Fax: 03-2693 0067 279, Jalan Perkasa 1 Taman Maluri, Off Jalan Cheras Kompleks Antarabangsa Kampung Baru 55100 Kuala Lumpur Lot G17, Kompleks Antarabangsa 117, Jalan Raja Abdullah Tel: 03-9284 7900 Jalan Sultan Ismail Kampung Baru Fax: 03-9284 7447 50250 Kuala Lumpur 50300 Kuala Lumpur Tel: 03-2142 4131 Tel: 03-2691 8226 Jalan Sungei Besi Fax: 03-2142 5129 Fax: 03-2691 2802 170, Jalan Sungei Besi 57100 Kuala Lumpur Kompleks Dayabumi Kompleks Pertama Tel: 03-9221 3244 Lot 112, 1st Floor G21, Kompleks Pertama Fax: 03-3221 0784 Podium Block Kompleks Dayabumi Jalan Tuanku Abdul Rahman Jalan Sultan Hishamuddin 50100 Kuala Lumpur Taman Danau Kota 50050 Kuala Lumpur Tel: 03- 2698 1132 108, Jalan 2/23A, Taman Danau Kota Tel: 03-2274 8575 Fax: 03-2692 7723 Jalan Genting Klang, Setapak Fax: 03-2693 2773 53300 Kuala Lumpur Dang Wangi Tel: 03-4149 1010 Kuala Lumpur City Centre 2, Wisma RKT, Jalan Raja Abdullah Fax: 03-4142 5348 Lot G35, Ground Floor 50300 Kuala Lumpur PETRONAS Twin Tower Tel: 03-2691 5260 Taman Setiawangsa Kuala Lumpur City Centre Fax: 03-2693 4477 1, Jalan 9A/55A Jalan Ampang Taman Setiawangsa 50088 Kuala Lumpur Jalan Tiong, Off Batu 3, Jalan Ipoh 54200 Kuala Lumpur Tel: 03-2161 5500 511, Jalan Tiong, Off Batu 3 Tel: 03-4252 0610 Fax: 03-2161 8284 Jalan Ipoh, 51100 Kuala Lumpur Fax: 03-4252 0581 Tel: 03-4043 7048 Menara Permodalan Nasional Fax: 03-4043 6559 Taman Tun Dr. Ismail Berhad 138, Jalan Burhanuddin Helmi 1st Floor, Menara PNB Sentul Raya Taman Tun Dr. Ismail Jalan Tun Razak 2 & 4 The Boulevard Shop Office 60000 Kuala Lumpur 50400 Kuala Lumpur Jalan 11/48A, Sentul Raya Tel: 03-7729 1630 Tel: 03-2161 8000 51000 Kuala Lumpur Fax: 03-7727 8580 Fax: 03-2162 5152 Tel: 03-4041 5259 Fax: 03-4041 5427 COMMERCE ASSET-HOLDING BERHAD (50841-W) 177
DIRECTORY OF BCB BRANCHES
Wangsa Maju Pusat Bandar Damansara Desa Jaya, Kepong 18, Jalan 1/27B, Section 1 Level 1, Lot A4, Block A 4, Jalan 54, Desa Jaya, Kepong Wangsa Maju, Setapak Pusat Bandar Damansara 52100 Kuala Lumpur 53300 Kuala Lumpur Damansara Heights Tel: 03-6274 1157 Tel: 03-4148 1119 50490 Kuala Lumpur Fax: 03-6276 3966 Fax: 03-4149 0993 Tel: 03-2095 8866 Fax: 03-2095 7506 Pandan Indah Wisma Indah 21G, Jalan Pandan Indah 4/34 498-0-1, Wisma Indah Pearl Point Pandan Indah Jalan Tun Razak Lot 1.0.1., Pearl Point Shopping Mall 55100 Kuala Lumpur 50400 Kuala Lumpur Batu 5, Jalan Klang Lama Tel: 03-4294 3255 Tel: 03-9281 3711 58000 Kuala Lumpur Fax: 03-4295 3110 Fax: 03-9281 3722 Tel: 03-7980 3373 Fax: 03-7982 4289 Pandan Jaya Taman Mutiara, Cheras 43, Jalan Pandan 3/3 2468, Jalan Mutiara Timur Satu Universiti Malaya Pandan Jaya Taman Mutiara Cheras Lot 5270, Bangunan Pentadbiran Baru 55100 Kuala Lumpur 56100 Kuala Lumpur Universiti Malaya, Lembah Pantai Tel: 03-9284 5262 Tel: 03-9130 3222 59100 Kuala Lumpur Fax: 03-9283 7912 Fax: 03-9131 8253 Tel: 03-7957 0550 Fax: 03-7957 6021 Bangunan Umno, Shah Alam Jalan Tuanku Abdul Rahman Bangunan UMNO Bangunan AMAL Wisma Koponas, Lot P5.5, Persiaran Perbandaran 338, Jalan Tuanku Abdul Rahman Jalan Tun Sambanthan Section 14, 40000 Shah Alam 50100 Kuala Lumpur 70, Wisma Koponas Selangor Tel: 03-2698 9276 Jalan Tun Sambanthan Tel: 03-5519 8288 Fax: 03-2692 2137 50470 Kuala Lumpur Fax: 03-5519 8330 Tel: 03-2274 6477 Bandar Baru Seri Petaling Fax: 03-2272 1816 Hicom Industrial Park, Sec. 26, 28, Jalan Radin Tengah Shah Alam Bandar Baru Seri Petaling Putrajaya 2, Wisma Anggerik 57000 Kuala Lumpur Ground & 1st Floor Jalan Perbahan 26/2 Tel: 03-9058 6800 No. C2 & C3, Block C Hicom Industrial Park Fax: 03-9057 1966 Jalan P8D, Precint 8 40400 Shah Alam, Selangor 62250 Putrajaya Tel: 03-5191 9916 Taman Cheras Tel: 03-8889 2330 Fax: 03-5191 9895 2, Jalan Kaskas, Taman Cheras Fax: 03-8888 5088 Cheras, 56100 Kuala Lumpur Menara MRCB Tel: 03-9130 0200 Ground Floor SELANGOR DARUL EHSAN Fax: 03-9130 0140 No. 2, Jalan Majlis 14/10 Taman Melawati Section 14 Lucky Garden, Bangsar 227, Jalan Bandar 13 40000 Shah Alam, Selangor 21, Lorong Ara Kiri Satu Taman Melawati Tel: 03-5519 1758 Lucky Garden, Bangsar 53100 Kuala Lumpur Fax: 03-5511 9377 59100 Kuala Lumpur Tel: 03-4108 1515 Tel: 03-2095 6600 Fax: 03-4107 5477 Section 18, Shah Alam Fax: 03-2095 6631 49, Jalan Pinang B18/B Bandar Sri Damansara Section 18 231 Jalan Tun Sambanthan 8, Jalan Cempaka SD 12/1 40000 Shah Alam, Selangor 231, Jalan Tun Sambanthan Bandar Sri Damansara Tel: 03-5541 1909 Brickfields, 50470 Kuala Lumpur 52200 Kuala Lumpur Fax: 03-5541 7299 Tel: 03-2274 5766 Tel: 03-6275 7924 Fax: 03-2274 5781 Fax: 03-6275 8362 178 COMMERCE ASSET-HOLDING BERHAD (50841-W)
DIRECTORY OF BCB BRANCHES
Wisma Hicom, Glenmarie Menara Choy Fook On, Petaling Jaya Batang Berjuntai Suite No. 1.2, Tingkat 1 Menara Choy Fook On 280, Jalan Besar Wisma DRB-Hicom 1B, Jalan Yong Shook Lin, Section 7 45600 Batang Berjuntai, Selangor No. 2, Jalan Usahawan U1/8 46050 Petaling Jaya, Selangor Tel: 03-3271 9322/9321 Section U1 Tel: 03-7954 3478 Fax: 03-3271 9749 40150 Shah Alam, Selangor Fax: 03-7957 8782 Tel: 03-7805 3299 Rawang Fax: 03-7805 2935 Bandar Utama Lot 16, Batu 18, Jalan Ipoh Lot F20, Centre Point 48000 Rawang, Selangor Wisma Tractors, Subang Jaya Lebuh Bandar Utama, Bandar Utama Tel: 03-6091 3904 Ground Floor, West Wing 47800 Petaling Jaya, Selangor Fax: 03-6091 3907 Wisma Tractors Tel: 03-7726 5080 7, Jalan SS16/1, Subang Jaya Fax: 03-7726 5986 Jalan Dato Hamzah, Klang 47500 Petaling Jaya, Selangor 12, Jalan Dato Hamzah Tel: 03-5653 5313 Damansara Utama 41000 Klang, Selangor Fax: 03-5635 4276 48, Jalan SS21/35 Tel: 03-3371 1771 Damansara Utama Fax: 03-3372 4101 Bandar Sunway 47400 Petaling Jaya, Selangor 22, Jalan PJS 11/28A Tel: 03-7727 4199 Banting Bandar Sunway Fax: 03-7729 8278 135, Jalan Besar 46100 Petaling Jaya, Selangor 42700 Banting, Selangor Tel: 03-5637 4389 SEA Park, Petaling Jaya Tel: 03-3187 2101 Fax: 03-5637 4396 Lot 27, Jalan 21/11A, SEA Park Fax: 03-3187 1663 46300 Petaling Jaya, Selangor Kelana Jaya Tel: 03-7876 9072 Port Klang 60, Jalan SS6/14, Kelana Jaya Fax: 03-7874 7314 44, Jalan Chungah, Off Jalan Sekolah 47301 Petaling Jaya, Selangor 42000 Pelabuhan Klang, Selangor Tel: 03-7803 2109 Section 14, Petaling Jaya Tel: 03-3168 0995 Fax: 03-7803 4313 6, Jalan 14/14, Jalan Semangat Fax: 03-3168 2299 46860 Petaling Jaya, Selangor Puchong Jaya Tel: 03-7957 6433 Teluk Panglima Garang 12, Jalan Kenari 5 Fax: 03-7956 0595 54, Jalan J/U2 Bandar Puchong Jaya Taman Jaya Utama, Phase 1 41700 Puchong, Selangor Section 52, Petaling Jaya 42500 Teluk Panglima Garang, Selangor Tel: 03-8075 7501 27, Jalan 52/2 Tel: 03-3122 8434 Fax: 03-8075 7359 46200 Petaling Jaya, Selangor Fax: 03-3122 7298 Tel: 03-7956 3642 Terminal 3, Subang Fax: 03-7955 0695 Jalan Kapar, Klang Lot RB5, Terminal 3 77, Jalan Kapar Lapangan Terbang Sultan Abdul Aziz Shah Taman SEA, Petaling Jaya 41700 Klang, Selangor 47200 Subang, Selangor 67, Block A, Jalan SS23/15 Tel: 03-3342 6833 Tel: 03-7846 1767 Taman SEA Fax: 03-3341 4445 Fax: 03-7846 4026 47400 Petaling Jaya, Selangor Tel: 03-7805 3177 Jalan Meru, Klang USJ 9, Subang Jaya Fax: 03-7804 2040 99, Wisma NBC, Pusat Perniagaan NBC 1 31-1, Jalan USJ 9/5S Batu 1 /2, Jalan Meru UEP Subang Jaya Bandar Baru, Sungai Buloh 41050 Klang, Selangor 47620 Petaling Jaya, Selangor Lot 395, Jalan 1A/1 Tel: 03-3344 2540 Tel: 03-8024 1007 Bandar Baru Sungai Buloh Fax: 03-3344 2544 Fax: 03-8024 1014 47000 Sungai Buloh, Selangor Tel: 03-6156 3092 Fax: 03-6156 1136 COMMERCE ASSET-HOLDING BERHAD (50841-W) 179
DIRECTORY OF BCB BRANCHES
Kapar Taman Putra Sungai Besar Lot 6, Bangunan UMNO, Jalan Besar 29, Jalan Bunga Tanjong 9C 22A, Jalan Menteri 42200 Kapar, Selangor Taman Putra 45300 Sungai Besar Tel: 03-3250 8100/8500 68000 Ampang, Selangor Sabak Bernam, Selangor Fax: 03-3250 0133 Tel: 03-4292 2334 Tel: 03-3224 1205 Fax: 03-4292 6696 Fax: 03-3224 1644 Lorong Batu Tiga, Klang 1, Lorong Batu 3 Kajang Taman Sri Gombak Off Jalan Lintang Tiga 9, Jalan Tun Aziz Lim Tan 2, Jalan SG 1/2, Taman Seri Gombak 41300 Klang, Selangor 43000 Kajang, Selangor 68100 Batu Caves, Selangor Tel: 03-3341 9001/9005 Tel: 03-8733 1661 Tel: 03-6189 5767 Fax: 03-3341 1934 Fax: 03-8733 2553 Fax: 03-6188 5892
Menara Acmar, Klang Bandar Baru Bangi NEGERI SEMBILAN DARUL KHUSUS Menara Acmar (Wing A) 30, Medan PB1, Section 9 1, Jalan Gelugor 43650 Bandar Baru Bangi, Selangor Jalan Dato Bandar Tunggal, 41400 Klang, Selangor Tel: 03-8926 3180 Seremban Tel: 03-3343 1959 Fax: 03-8926 3186 1A, Wisma Dewan Perniagaan Melayu Fax: 03-3341 4142 Negeri Sembilan KLIA, Sepang Jalan Dato’ Bandar Tunggal Ampang Point Block E, Jalan KLIA S3 70000 Seremban, Negeri Sembilan 23, Jalan Mamanda 7/1 Southern Common Amenities Facilities Tel: 06-762 5305 Wisma Ampang Triangle II KLIA (Selatan) Fax: 06-763 7680 Jalan Ampang 64000 KLIA, Selangor 68000 Ampang, Selangor Tel: 03-8787 2602 Bahau Tel: 03-4270 1746 Fax: 03-8787 2485 115, Jalan Mewah Fax: 03-4270 1776 72100 Bahau, Negeri Sembilan Salak Tinggi Tel: 06-454 5819 Balakong Bangunan UMNO Sepang Fax: 06-454 5064 29, Jalan PCR 1 Jalan ST1D/2, Bandar Baru, Salak Tinggi Kawasan Perniagaan Cheras Raya 43900 Sepang, Selangor Bukit Pilah Perdana, Kuala Pilah Batu 11, 43200 Cheras, Selangor Tel: 03-8706 2197 1, Jalan Angkasa Jaya, Bukit Pilah Perdana Tel: 03-9076 9159 Fax: 03-8706 2202 72000 Kuala Pilah, Negeri Sembilan Fax: 03-9076 9162 Tel: 06-481 2358 Universiti Kebangsaan Malaysia Fax: 06-481 5900 Bandar Baru Ampang Lot 1.04 & 1.05, 1-A, Jalan Wawasan Ampang 2/2 Level 1, Wisma UNIKEB Tampin Bandar Baru Ampang Universiti Kebangsaan Malaysia Bangunan Baru UMNO, Jalan Besar 68000 Ampang, Selangor 43600 UKM Bangi, Selangor 73000 Tampin, Negeri Sembilan Tel: 03-4295 7060 Tel: 03-8925 0214 Tel: 06-441 1588 Fax: 03-4295 8559 Fax: 03-8925 0177 Fax: 06-441 3163
Country Heights, Kajang Universiti Putra Malaysia Jalan Terentang, Rembau 1, Persiaran Sinar Pagi, Country Heights Ground Floor, Block B 13 & 14, Bangunan Risda 43000 Kajang, Selangor Bangunan Pusat Pelajar Jalan Terentang Tel: 03-8737 1609 Universiti Putra Malaysia 71300 Rembau, Negeri Sembilan Fax: 03-8737 1611 43400 Serdang, Selangor Tel: 06-685 1204 Tel: 03-8948 6018 Fax: 06-685 3017 Jalan Besar, Seri Kembangan Fax: 03-8948 2925 1485, Jalan Besar Port Dickson 43300 Seri Kembangan, Selangor 745, Bangunan UMNO, Jalan Besar Tel: 03-8948 4027 71000 Port Dickson, Negeri Sembilan Fax: 03-8942 4485 Tel: 06-647 1772 Fax: 06-647 1770 180 COMMERCE ASSET-HOLDING BERHAD (50841-W)
DIRECTORY OF BCB BRANCHES
Senawang Bukit Baru Kuala Nerang 51, Lorong Sri Mawar 12/2 11, Section 3, Taman Bukit Piatu Lot 67 & 68, Pekan Kuala Nerang Taman Sri Mawar 75150 Bukit Baru, Melaka 06300 Kuala Nerang, Kedah 70450 Senawang, Negeri Sembilan Tel: 06-283 8844 Tel:04-786 6641 Tel: 06-679 2739 Fax: 06-282 8121 Fax: 04-786 6568 Fax: 06-679 2710 Jalan Hang Tuah Lebuhraya Darulaman Titi Graha UMNO, Jalan Hang Tuah Kompleks Alor Setar, Lebuhraya Darulaman 68, Wisma Gerakan, Jalan Besar 75300 Melaka 05100 Alor Setar, Kedah 71650 Titi, Negeri Sembilan Tel: 06-284 0455 Tel: 04-731 2224 Tel: 06-611 3166 Fax: 06-284 7611 Fax: 04-731 4653 Fax: 06-611 2535 Jalan Munshi Abdullah Teluk Wan Jah Bandar Baru Nilai Lot 30, Komplek Munshi Abdullah 1787 A, Jalan Teluk Wan Jah 7464, Jalan BBN 1/1A, Putra Point 1 Jalan Munshi Abdullah 05200 Alor Setar, Kedah 71800 Bandar Baru Nilai, Negeri Sembilan 75100 Melaka Tel: 04-730 0222 Tel: 06-850 0543 Tel: 06-283 7998 Fax: 04-731 5197 Fax: 06-850 0514 Fax: 06-283 7257 Wisma Ria, Sungai Petani Bukit Pelandok Jasin Wisma Ria, Taman Ria 4232, Jalan Besar 3733, Jalan Kesang 08000 Sungai Petani, Kedah 71960 Bukit Pelandok, Negeri Sembilan 77000 Jasin, Melaka Tel: 04-422 2486 Tel: 06-667 3688 Tel: 06-529 8881 Fax: 04-422 2484 Fax: 06-667 2892 Fax: 06-529 4626 Guar Chempedak Jln TS2/1D Taman Semarak Masjid Tanah 3, Taman Mewah Ground Floor, Jalan TS 2/1D AG 8871, Wisma Haji Sulong Siban 08800 Guar Chempedak, Kedah Taman Semarak Jalan Besar Tel: 04-468 6435 71800 Nilai, Negeri Sembilan 78300 Masjid Tanah, Melaka Fax: 04-468 7184 Tel: 06-799 4864 Tel: 06-384 2301 Fax: 06-799 4861 Fax: 06-384 3428 Jalan Kampung Baru, Sungai Petani A10, Jalan Kampung Baru 08000 Sungai Petani, Kedah MELAKA BANDARAYA BERSEJARAH PERLIS INDERA KAYANGAN Tel: 04-423 2233 188-190 Taman Melaka Raya, Melaka Jalan Penjara, Kangar Fax: 04-421 3653 188, Taman Melaka Raya 44, Jalan Penjara Off Jalan Parameswara 01000 Kangar, Perlis Jitra 75000 Melaka Tel: 04-976 1292 Kompleks UMNO Tel: 06-284 8960 Fax: 04-976 0953 Bahagian Kubang Pasu Fax: 06-283 0582 Jalan Ibrahim KEDAH DARUL AMAN 06000 Jitra, Kedah Alor Gajah Tel: 04-917 1091 Km30, 59, Prima Alor Gajah Bangunan UMNO, Alor Setar Fax: 04-917 5171 Jalan Besar, Bandar Alor Gajah 1583, Bangunan UMNO 78000 Alor Gajah, Melaka Jalan Tunku Ibrahim Pendang Tel: 06-556 2200 05000 Alor Setar, Kedah Bangunan UMNO, Jalan Sungai Tiang Fax: 06-556 2119 Tel: 04-733 1906 06700 Pendang, Kedah Fax: 04-733 1170 Tel: 04-759 6312 Batu Berendam Fax: 04-759 7188 30, Jalan Mutiara Melaka 2 Kuah, Langkawi Taman Mutiara Melaka 1, Jalan Pandak Mayah 1 75350 Batu Berendam, Melaka 07000 Kuah, Pulau Langkawi, Kedah Tel: 06-317 6397 Tel: 04-966 6724 Fax: 06-317 6467 Fax: 04-966 7985 COMMERCE ASSET-HOLDING BERHAD (50841-W) 181
DIRECTORY OF BCB BRANCHES
Taman Sejati Indah, Sungai Petani Kompleks Tun Abdul Razak Pusat Bandar Seberang Jaya 8, Jalan Matang Gedong Lot 1.05, Level 1, Phase 1B 1, Jalan Todak 3 Taman Sejati Indah Kompleks Tun Abdul Razak Bandar Baru Seberang Jaya 08000 Sungai Petani, Kedah 10000 Pulau Pinang 13700 Seberang Jaya Tel: 04-431 2905 Tel: 04-261 3134 Pulau Pinang Fax: 04-431 2895 Fax: 04-261 8312 Tel: 04-397 6410 Fax: 04-397 6416 Universiti Utara Malaysia Pulau Tikus Universiti Utara Malaysia 409, Jalan Burmah Raja Uda, Butterworth Kompleks The Mall, Sintok 10350 Pulau Pinang 6162, Jalan Ong Yi How 06000 Jitra, Kedah Tel: 04-226 1644 Off Jalan Raja Uda Tel: 04-924 1929 Fax: 04-226 3221 Taman Teras Jaya Fax: 04-924 2075 13400 Butterworth Tanjung Bungah Tel: 04-323 2707 Kulim Lot GF-08 Menara Asas Fax: 04-323 2715 254A, Wisma Koperasi 598, Jalan Tanjung Bungah Jalan Tuanku Putra 11200 Pulau Pinang PERAK DARUL RIDZUAN 09000 Kulim, Kedah Tel: 04-890 6060 Tel: 04-490 4600 Fax: 04-899 4630 Jalan Sultan Idris Shah, Ipoh Fax: 04-490 1323 112, Jalan Sultan Idris Shah Universiti Sains Malaysia 30740 Ipoh, Perak Block 32, Minden Campus Tel: 05-254 2316 PULAU PINANG Universiti Sains Malaysia, Minden Fax: 05-255 4058 15 Leboh Pantai, Penang 11800 Pulau Pinang 15, Leboh Pantai Tel: 04-658 1382 Bandar Ipoh Raya 10760 Pulau Pinang Fax: 04-657 7662 2, Medan Istana Tel: 04-261 3872 Bandar Ipoh Raya Fax: 04-262 5600 Taman Emas, Prai 30000 Ipoh, Perak 1271, Jalan Baru, Taman Emas Tel: 05-241 8802 1, Lebuh Pantai, Penang 13600 Prai, Pulau Pinang Fax: 05-253 0393 Bangunan Dewan Perniagaan & Tel: 04-390 1577 Perusahaan Melayu Fax: 04-399 3103 Grik 1, Leboh Pantai Wisma Pernida, Jalan Intan 10300 Pulau Pinang 91, Jalan Bagan Luar, Butterworth 33300 Grik, Perak Tel: 04-262 2921 91, Jalan Bagan Luar, Taman Selat Tel: 05-791 2824 Fax: 04-263 1921 12720 Butterworth, Pulau Pinang Fax: 05-791 2076 Tel: 04-331 2433 Ayer Itam Fax: 04-332 3943 Hutan Melintang 60 & 62, Lintang Angsana No. 6 & 7, Lorong Satu Bandar Baru Ayer Itam Bukit Mertajam Taman Julaiha 11500 Pulau Pinang Bangunan Persatuan Bekas-Bekas Polis 34400 Hutan Melintang, Perak Tel: 04-829 1699 Jalan Che Bee Hoor (Jalan Aston) Tel: 05-641 8500 Fax: 04-829 5926 14000 Bukit Mertajam, Pulau Pinang Fax: 05-641 8506 Tel: 04-537 3499 Jalan Mahsuri, Bandar Bayan Baru Fax: 04-539 1291 Jelapang, Ipoh 32, Jalan Mahsuri, Bandar Bayan Baru 64, Persiaran Silibin Utara, Jelapang 11950 Pulau Pinang Kepala Batas 30020 Ipoh, Perak Tel: 04-644 4144 1283, Jalan Dato Hj Ahmad Badawi Tel: 05-527 8605 Fax: 04-644 6169 Taman Gooi Seng Tuck, Kepala Batas Fax: 05-527 8604 13200 Pulau Pinang Tel: 04-575 1033 Kuala Kangsar Fax: 04-575 3836 95, Pusat Komersil, Jalan Kangsar 33000 Kuala Kangsar, Perak Tel: 05-777 7011 Fax: 05-777 6372 182 COMMERCE ASSET-HOLDING BERHAD (50841-W)
DIRECTORY OF BCB BRANCHES
Taiping Parit Buntar Bachok Bangunan Majlis Perbandaran Taiping 6, Jalan Kelichap Bangunan UMNO 42, Jalan Kota 34200 Parit Buntar, Perak Jalan Tuanku Abdul Hamid 34000 Taiping, Perak Tel: 05-716 1505 16300 Bachok, Kelantan Tel: 05-808 2366 Fax: 05-716 4199 Tel: 09-778 9367 Fax: 05-807 8740 Fax: 09-778 8780 Tapah Tanjung Rambutan Bangunan UMNO, Jalan Raja Jalan Maju Kota Bahru Lot 259, Jalan Stesen 35000 Tapah, Perak Bangunan BCB, Jalan Maju 31250 Tanjung Rambutan, Perak Tel: 05-401 3062 15000 Kota Bharu, Kelantan Tel: 05-533 2182 Fax: 05-401 2858 Tel: 09-741 9033 Fax: 05-533 2180 Fax: 09-743 3887
KELANTAN DARUL NAIM Jalan Sekolah, Teluk Intan Pasir Mas 1, Medan Sri Intan, Jalan Sekolah Tanah Merah 110, Serakai Mas Plaza 36000 Teluk Intan, Perak Lot 522, Jalan Dato’ Nik Mustapha 17000 Pasir Mas, Kelantan Tel: 05-621 2711 17500 Tanah Merah, Kelantan Tel: 09-790 0090 Fax: 05-621 2714 Tel: 09-955 6084 Fax: 09-790 2199 Fax: 09-955 8328 Lumut Wakaf Siku 4165, Jalan Sultan Idris Shah Gua Musang 4585-K, Wisma Ibrahim & Sons 32200 Lumut, Perak 44, Jalan Besar Jalan Sultan Yahya Petra Tel: 05-683 6791 18300 Gua Musang, Kelantan Wakaf Siku Fax: 05-683 5844 Tel: 09-912 1424 15200 Kota Bharu, Kelantan Fax: 09-912 2195 Tel: 09-748 5229 Sitiawan Fax: 09-744 4364 Lot 2871, Off Jalan Kelab Kuala Krai 32000 Sitiawan, Perak Lot 1361, Jalan Besar TERENGGANU DARUL IMAN Tel: 05-691 8776 Guchil Baru Fax: 05-692 1121 18000 Kuala Krai, Kelantan Jalan Sultan Ismail, Tel: 09-966 7142 Kuala Terengganu Ipoh Garden Fax: 09-966 7133 Lot 3083, Jalan Sultan Ismail Lot 73207, Jalan Canning Estate 20200 Kuala Terengganu, Terengganu Ipoh Garden, 31400 Ipoh, Perak Machang Tel: 09-625 1866 Tel: 05-547 5678 Lot 261, Jalan Masjid Fax: 09-624 0603 Fax: 05-547 6000 18500 Machang, Kelantan Tel: 09-975 7380 Bandar Permaisuri, Setiu Batu Gajah Fax: 09-975 7386 Lot P-T 729, Bandar Permaisuri 20, Jalan Pejabat Pos 22110 Setiu, Terengganu 31000 Batu Gajah, Perak Pasir Puteh Tel: 09-609 9123 Tel: 05-366 1905 Lot 422, Jalan Pasir Puteh Fax: 09-609 0123 Fax: 05- 3662840 16800 Pasir Puteh, Kelantan Tel: 09-786 4367 Jerteh Jalan Gopeng, Ipoh Fax: 09-786 7677 60-B, Jalan Tuan Hitam 288 & 290, Jalan Gopeng 22000 Jerteh, Terengganu Gunung Rapat, 31350 Ipoh, Perak Kota Bharu Tel: 09-697 1136 Tel: 05-313 5200 Wisma Square Point Fax: 09-697 2653 Fax: 05-313 1316 Lot 1, Jalan Pengkalan Chepa 15400 Kota Bharu, Kelantan Dungun Kampar Tel: 09-741 9009 3679, Bangunan UMNO 53A, Jalan Idris Fax: 09-743 6914 Jalan Besar 31900 Kampar, Perak 23000 Dungun, Terengganu Tel: 05-465 1633 Tel: 09-848 1555 Fax: 05-466 1482 Fax: 09-848 5285 COMMERCE ASSET-HOLDING BERHAD (50841-W) 183
DIRECTORY OF BCB BRANCHES
Bandar Al-Muktafibillah Shah Kompleks Teruntum Raub Lot K15, Pusat Bandar Lot G-01, Kompleks Teruntum 33, Jalan Lipis Bandar Al-Muktafibillah Shah Jalan Penjara, 25000 Kuantan, Pahang Bandar Raub Perdana 23400 Dungun, Terengganu Tel: 09-512 1346 27600 Raub, Pahang Tel: 09-822 1006 Fax: 09-513 8726 Tel: 09-355 9387 Fax: 09-822 1433 Fax: 09-355 3577 Pelabuhan Kuantan Kemaman Batu 16, Jalan Kuantan-Kemaman JOHOR DARUL TA’ZIM K712, Jalan Sulaimani, Chukai Tanjong Gelang, Pelabuhan Kuantan 24000 Kemaman, Terengganu 25710 Kuantan, Pahang Taman Pelangi Tel: 09-859 1655 Tel: 09-583 3345 30, Jalan Serampang Fax: 09-859 5823 Fax: 09-583 3393 Taman Pelangi 80050 Johor Bahru, Johor Kerteh Temerloh Tel: 07-332 4911 Bangunan PMINT 77, Bangunan LKNP Fax: 07-332 5266 10A, Bandar Baru Kerteh Jalan Ahmad Shah 24300 Kerteh, Terengganu 28000 Temerloh, Pahang Bangunan UMNO, Johor Bahru Tel: 09-826 1912 Tel: 09-296 1775 51, Jalan Segget Fax: 09-826 1998 Fax: 09-296 4301 80000 Johor Bahru, Johor Tel: 07-222 4833 Paka Jalan Besar, Karak Fax: 07-223 6904 Lot 120 & 121, Jalan Besar Paka 16, Jalan Besar 23100 Dungun, Terengganu 28600 Karak, Pahang Holiday Plaza Tel: 09-827 5236 Tel: 09-231 1281 G86, Holiday Plaza Fax: 09-827 5237 Fax: 09-231 1522 Jalan Dato’ Sulaiman 80250 Johor Bahru, Johor Jalan Tahan, Jerantut Tel: 07-333 1961 PAHANG DARUL MAKMUR 23, Jalan Tahan Fax: 07-332 2773 Jalan Bank, Kuantan 27000 Jerantut, Pahang Bangunan BCB, Lot 32 Jalan Bank Tel: 09-266 2250 Tampoi 1 25000 Kuantan, Pahang Fax: 09-266 4250 193B, Batu 4 /2, Jalan Skudai Tel: 09-516 2099 80200 Tampoi, Johor Fax: 09-516 4116 Kuala Lipis Tel: 07-236 3734 17, Bangunan LKNP, Jalan Besar Fax: 07-234 0300 Bandar Muadzam Shah 27200 Kuala Lipis, Pahang 6, Medan Mewah Tel: 09-312 1907 Taman Ungku Tun Aminah 26700 Bandar Muadzam Shah, Pahang Fax: 09-312 3346 87, Jalan Pahlawan 1 Tel: 09-452 2077 Taman Ungku Tun Aminah Fax: 09-452 2843 Maran 81300 Johor Bahru, Johor 47, Bangunan LKNP Tel: 07-556 7700 Jalan Sultan Abdullah, Pekan 26500 Maran, Pahang Fax: 07-557 7711 Lot 83 Jalan Sultan Abdullah Tel: 09-477 1227 26600 Pekan, Pahang Fax: 09-477 1084 Gelang Patah Tel: 09-422 2024 25, Jalan Medan Nusa Fax: 09-422 1146 Mentakab Perintis 6, Taman Nusa Perintis 46, Jalan Temerloh 81550 Gelang Patah, Johor Jalan Teluk Sisek, Kuantan 28400 Mentakab, Pahang Tel: 07-530 0000 67, Jalan Teluk Sisek Tel: 09-277 7973 Fax: 07-530 0017 25710 Kuantan, Pahang Fax: 09-277 7975 Tel: 09-555 2855 Kulai Fax: 09-514 4008 31-10, Jalan Raya, Kulai Besar 81000 Kulai, Johor Tel: 07-663 2678 Fax: 07-663 7716 184 COMMERCE ASSET-HOLDING BERHAD (50841-W)
DIRECTORY OF BCB BRANCHES
Pontian Kechil Muar Taman Johor Jaya 742, Wisma Koperasi, Jalan Taib 24, Jalan Maharani, Off Jalan Sisi 104, Jalan Dedap 13 82000 Pontian Kechil, Johor 84000 Muar, Johor Taman Johor Jaya Tel: 07-687 1533 Tel: 06-953 5399 81100 Johor Bahru, Johor Fax: 07-687 4033 Fax: 06-951 5808 Tel: 07-355 0784 Fax: 07-355 0782 Senai Parit Raja 182, Jalan Belimbing 1 4, Jalan Raja Satu Bandar Sri Alam, Masai 81400 Senai, Johor Taman Sri Raja 15, Jalan Suria 3, Bandar Baru Sri Alam Tel: 07-599 6214 86400 Parit Raja, Johor 81750 Masai, Johor Fax: 07-599 6219 Tel: 07-454 1386 Tel: 07-252 5520 Fax: 07-454 2377 Fax: 07-252 8280 Taman Universiti Skudai 21, Jalan Kebudayaan 4 Parit Sulong FEDERAL TERRITORY OF LABUAN Taman Universiti 76, Jalan Muar, Parit Sulong 81300 Skudai, Johor 83500 Batu Pahat, Johor Labuan Tel: 07-521 5055 Tel: 07-418 6258 Lot E006, Podium Level Fax: 07-521 4291 Fax: 07-418 7800 Financial Park Labuan, Jalan Merdeka 87000 Labuan Universiti Teknologi Malaysia, Segamat Tel: 087-451 033 Skudai 113, Jalan Genuang Fax: 087-451 032 Bangunan Hal Ehwal Pelajar 85000 Segamat, Johor Universiti Teknologi Malaysia Tel: 07-931 3653 SABAH 81300 Skudai, Johor Fax: 07-931 2121 Tel: 07-557 7103 Api-Api Centre, Kota Kinabalu Fax: 07-557 0855 Pusat Perdagangan, Pasir Gudang Api-Api Centre, Lot 4/G3 13A, Pusat Perdagangan 88000 Kota Kinabalu, Sabah Batu Pahat Jalan Bandar Tel: 088-264 287 39A, Jalan Rahmat 81700 Pasir Gudang, Johor Fax: 088-211 800 83000 Batu Pahat, Johor Tel: 07-252 4955 Tel: 07-431 1096 Fax: 07-251 2932 Inanam Fax: 07-431 7324 9, Block A, Inanam Plaza Bandar Baru Permas Jaya Phase 3, Inanam New Township Kluang 39, Jalan Pernas 10/2 89357 Inanam 7, Jalan Syed Abdul Hamid Sagaff Bandar Baru Permas Jaya Kota Kinabalu, Sabah 86000 Kluang, Johor 81750 Masai, Johor Tel: 088-437 657 Tel: 07-771 8080 Tel: 07-386 2519 Fax: 088-437 662 Fax: 07-772 4657 Fax: 07-386 2527 Keningau Labis Kota Tinggi Industrial Lot 10A 81, Taman Orkid Baru 30, Jalan Niaga 1 89007 Keningau, Sabah 85300 Labis, Johor Pusat Dagangan Jalan Mawai Tel: 087-333 515 Tel: 07-925 3836 81900 Kota Tinggi, Johor Fax: 087-334 991 Fax: 07-925 3840 Tel: 07-883 7507 Fax: 07-883 4322 Kompleks KUWASA Mersing 42, Block B, Kompleks KUWASA 4, Jalan Ismail Taman Daya, Johor Bahru Jalan Karamunsing 86800 Mersing, Johor 2, Jalan Sagu 1, Taman Daya 88000 Kota Kinabalu, Sabah Tel: 07-799 1600 81100 Johor Bahru, Johor Tel: 088-233 214 Fax: 07-799 4790 Tel: 07-351 1940 Fax: 088-242 794 Fax: 07-351 1943 COMMERCE ASSET-HOLDING BERHAD (50841-W) 185
DIRECTORY OF BCB BRANCHES
Lahad Datu Petra Jaya Medan Jaya, Tanjung Kidurong Lot 8, Block A Bangunan MASJA, Tingkat Bawah Lot 17, Medan Jaya Commercial Centre Metro Shopping Complex Lot 4, Medan Jaya, Petra Jaya Tanjung Kidurong 91100 Lahad Datu, Sabah 93050 Kuching, Sarawak 97000 Bintulu, Sarawak Tel: 089-880 609 Tel: 082-443 666 Tel: 086-315 015 Fax: 089-880 608 Fax: 082-443 418 Fax: 086-315 013
Ranau Sarikei OVERSEAS BRANCHES Ground Floor, Block C Lot 1205, Block 36 Jalan Masjid Lot 10, Ranau New Town 96100 Sarikei, Sarawak Hong Kong 89300 Ranau, Sabah Tel: 084-651 630 Suite 3607-3608, Tel: 088-875 271 Fax: 084-653 522 Two Exchange Square Fax: 088-875 834 8, Connaught Place, Serian Central Hong Kong Sandakan Lot 230, Serian Bazaar Tel: 00852-2525 2829/6446/7882/ TL 639, Bangunan Harisons & Crosfield 94700 Serian, Sarawak 2526 2760 90000 Sandakan, Sabah Tel: 082-874 135/167 Fax: 00852-2523 3287 Tel: 089-213 272 Fax: 082-874 431 SWIFT: BCBMGB2L Fax: 089-273 087 Sibu Tokyo Tawau 1, Lorong Kampong Datu 5 1F Hibiya Daibiru Block 30, Kompleks Fajar Jalan Kampong Datu 1-2-2, Uchisaiwai-Cho Jalan Haji Karim 96000 Sibu, Sarawak Chiyoda-ku, 1 Chome 91000 Tawau, Sabah Tel: 084-314 443 Tokyo 100, Japan Tel: 089-762 200 Fax: 084-319 984 Tel: 00813-3502 1591/1594 Fax: 089-761 617 Fax: 00813-3508 1049 Twin Towers SWIFT: BBMBJPJT 2691, Block 10, KCLD SARAWAK 3rd Mile, Rock Road Singapore Khoo Hun Yeang Street, Kuching 93250 Kuching, Sarawak 7, Temasek Boulevard 32, Khoo Hun Yeang Street Tel: 082-419 850 #37-01/02/03, Suntec Tower 1 93000 Kuching, Sarawak Fax: 082-420 263 Singapore 038987 Tel: 082-422 522 Tel: 02-337 5115/7337 Fax: 082-424 598 Jalan Permaisuri, Miri Fax: 02-337 5335 Lot 507, Block 9 SWIFT: BBMBSGSG Bandar Sri Aman Miri Concession Land District 422, Jalan Hospital Jalan Permaisuri London 95000 Bandar Sri Aman, Sarawak 98000 Miri, Sarawak 14, Cavendish Square Tel: 083-322 007 Tel: 085-420 371 London W1M0HA Fax: 083-320 887 Fax: 085-415 379 United Kingdom Tel: 020-7-306 6050 Jalan Satok, Kuching BDA-Shahida Commercial Centre, Fax: 020-7-306 6060 Lot 1.1, Bangunan Satok Bintulu SWIFT: BCBMGB2L Jalan Satok/Kulas Lot 2300, BDA-Shahida Commercial Centre 93400 Kuching, Sarawak Lebuhraya Abang Galau YANGOON REPRESENTATIVE Tel: 082-413 155 97000 Bintulu, Sarawak OFFICE Fax: 082-244 553 Tel: 086-331 475 Fax: 086-336 297 10, Pyay Road 1 Jalan Tunku Abdul Rahman, Kuching 6 /2 Miles, Hlaing Township Wisma Bukit Mata Kuching Lutong Yangoon, Myanmar Lot 262 Section 48 Block 1, Pejabat Pentadbiran Tambahan Tel: 951-527 478 Jalan Tunku Abdul Rahman Sarawak Shell Berhad Fax: 951-527 013 93100 Kuching, Sarawak 98100 Lutong, Sarawak Tel: 082-236 809 Tel: 085-652 426 Fax: 082-236 797 Fax: 085-652 761 186 COMMERCE ASSET-HOLDING BERHAD (50841-W) directory of Bank Niaga branches
HEAD OFFICE Tanah Abang Kemang Graha Niaga Komp. Pertokoan Tanah Abang Bukit Blok Jl. Kemang Raya No. 3 Jl. Jend. Sudirman Kav. 58 B No. 2 Jakpus Jakarta 12730 Jakarta 12190 Tel: 021-3456218, 3456228 Tel: 021-7194462 Tel: 021-2505151/2505252/2505353 Fax: 021-3456223 Fax: 021-71791645 Fax: 021-2505205 Telex: 60876 nagaho ia Wisma Nugra Santana Mampang 60877 nagaho ia Jl. Jend. Sudirman Kav. 7-8 Mampang Plaza http: //www.bankniaga.com Jakarta Pusat Jl. Buncit Raya No. 100, Mampang Plaza e-mail: [email protected] Tel: 021-51000091 Jakarta 12790 Tel: 021-7982167, 7982170 Fax: 021-7970551 JAKARTA SELATAN BRANCH OFFICES JAKARTA Wisma Pondok Indah II Bursa Efek Jakarta Jakarta Pusat Wisma Pondok Indah, lt. Dasar, Gd. Bursa Efek Jakarta II, lt. Dasar, Gajah Mada Jl. Sultan Iskandar Muda Blok V TA Suite G.06 Jl. Gajah Mada No. 18 Jakarta 12310 Jl. Jend. Sudirman Kav. 52-53 Jakarta 10130 Tel: 021-7697101 Jakarta Tel: 021-63857649, 63857667, Fax: 021-7697109 Tel: 021-5154766-68 63857711 Fax: 021-5154763 Fax: 021-63857612 Falatehan Telex: 45806 gamabn ia Jl. Falatehan I No. 27 Soepomo II (Lapangan Roos) 45894 gamabn ia Jakarta Selatan Jl. Lapangan Roos Raya No.8 45 327 gamabn ia Tel: 021-2702888, 2700555 Jakarta Fax: 021-7200207 Tel: 021-8293751-7 Thamrin Telex: 47324 falbn ia Fax: 021-8293758 Jl. M.H. Thamrin No. 53 Ja 10350 Mahakam Kuningan Tel: 021-3928580-4 Jl.Mahakam I No.14 Graha Surya Inter Nusa Fax: 021-3928601 Jakarta Jl HR Rasuna Said Kav. X-O, Kuningan Tel: 021-7251550 Jakarta 12950 Caltex Fax: 021-7251477 Tel: 021-5272801 Gd. Sarana Jaya Fax: 021-5272806 Jl. Budi Kemuliaan I/1 Sudirman Jakarta 10110 Graha Niaga Metro Pondok Indah I Tel: 021-3512106 Jl. Jend. Sudirman Kav. 58 Jl. Metro Duta Niaga , Pondok Indah Fax: 021-3512106 ext. 113 Jakarta Selatan Plaza I Tel: 021-2505050 Blok II UA Kav. 67-69 Cempaka putih Fax: 021-2505458 Jakarta 12310 Jl. Cempaka Putih Raya No.102 Tel: 021-7503541-3 Jakarta Tebet Fax: 021-7513915 Tel: 021-4242506, 4242469 Jl. Prof Dr. Supomo SH No. 15 A, Tebet Fax: 021-42875165 Jakarta Cipulir Tel: 021-8295579, 8301774-6 Jl. Cipulir Raya No. 17 Mangga Dua Fax: 021-8299032 Jakarta Selatan ITC Mangga Dua, Ruko Tekstil Blok C VI Tel: 021-7343344 No. 1 Fatmawati Fax: 021-7343355 Jakarta Jl. Fatmawati No. 20 Tel: 021-6011427 Jakarta 12140 ITC Fatmawati Fax: 021-6011425 Tel: 021-7656523 Ruko ITC Fatmawati No. 10 Fax: 021-7504812 Jakarta Selatan Telex: 47981 fatbn ia Tel: 021-72793900 Fax: 021-72798300 COMMERCE ASSET-HOLDING BERHAD (50841-W) 187
DIRECTORY OF BANK NIAGA BRANCHES
Comm. RPX Center (Fedex) Muara Karang Dago RPX Center (Fedex) Jl.Muara Karang Raya, Blok CC5 No. 38A Jl. Ir. H. Juanda No. 46, Dago Jl. Ciputat Raya Kav. 99 Jakarta 14450 Bandung Jakarta Selatan Tel: 021-6610164 Tel: 022-4241511 Tel: 021-75909101 Fax: 021-6601392 Fax: 022-4209743 Fax: 021-75909102 Sunter Mall Buah Batu Jl. Danau Sunter Utara BI G7 Kav. 11 Jl. Buah Batu No. 143 JAKARTA BARAT Jakarta Utara Bandung Kota Tel: 021-6407418 Tel: 022-7305703 Jl. Roa Malaka Selatan No. 3-5, Kota Fax: 021-6519541 Fax: 022-7305701 Jakarta 11230 Tel: 021-2600260-6 Pulogadung Riau Fax: 021-2600258 Gedung Sapta Mulia, Jl Rawa Gelong V Jl. RE Martadinata No. 134 Telex: 42782 nagakt ia Kav.OR.3B Bandung Jakarta Utara Tel: 022-4241852 Tomang Tel: 021-46829134-5 Fax: 022-4241855 Jl Tomang Raya No.25 Fax: 021-46828052 Jakarta 11440 ITB Tel: 021-5660904 Jl. Ganesha No. 10, Kampus ITB JAKARTA TIMUR Fax: 021-5668276 Bandung Jatinegara Tel: 022-2534152, 2534149 Jakarta Design Center Jl. Jatinegara Timur No 84 Fax: 022-2534154 Gd. JDC, Jl. Gatot Subroto Kav. 53 Jakarta 13300 Jakarta 10260 Tel: 021-85908405 Univ. Bandung Raya Tel: 021-5495131-4 Fax: 021-85908406 Jl. Ph Hasan Mustafa No. 25 Fax: 021-5495135 Bandung Kalimalang Tel: 022-7103912 Puri Indah Mall Jl. Tarum Barat Blok Q No. 2, Kalimalang, Fax: 022-7103912 Mal Puri Indah (Pintu Timur), Lantai dasar Jakarta 13450 Jl. Puri Agung, Puri Indah Kembangan Tel: 021-8649361-4 Pasir Koja Jakarta Fax: 021-8649368 Jl. Terusan Pasir Koja No. 245/193 A Tel: 021-5822639-40 Bandung Fax: 021-5822639 Gedung Pratama Tel: 022-7215708 Jl. Pemuda No. 296, Rawamangun Fax: 022-7215708 Kebon Jeruk Jakarta Timur Taman Aries Blok H-1 No.15-16, Meruya Tel: 021-4707067 Cimahi Utara, Kebon Jeruk Fax: 021-4706360 Jl. Raya Cibabat No. 310, Cimahi, Jakarta Barat Bandung Tel: 021-5865122 JAWA BARAT Tel: 022-6634801, 6634802, 6634316 Fax: 021-5865127 Fax: 022-6634804 Bandung Jakarta Utara Lembong Sukajadi Kelapa Gading Jl. Lembong No. 7 Jl. Sukajadi No. 184 Jl. Boulevard Raya LB 3 No. 34-36 Bandung Bandung Kelapa Gading 14240 Tel: 022-4233360 Tel: 022-2034412 Tel: 021-4500195-6 Fax: 022-4239158 Fax: 022-2038061 Fax: 021-4502365 Telex: 28342 nagabd ia 28342 nagabd ia 188 COMMERCE ASSET-HOLDING BERHAD (50841-W)
DIRECTORY OF BANK NIAGA BRANCHES
CIREBON Depok JAWA TENGAH Cirebon Jl. Margonda Raya 192 Semarang Jl. Siliwangi No. 110 Depok Pemuda Cirebon Telp: 021-77212080/2 Jl. Pemuda No. 21B Tel: 0231-206981 Fax: 021-77212085 Semarang Fax: 0231-208036 Tel: 024-3515240 Telex: 28507 nagacb ia Cinere Fax: 024-3542421 Jl. Cinere Raya Blok A No. 12A & 14 Telex: 22289 nagasm ia Plered Depok 22129 nagasm ia Jl. Raya Panembahan No. 40, Kec. Weru- Telp: 021-7533977, 7533980 Plered Fax: 021-7533979 A Yani Cirebon Jl. A. Yani No. 136 Tel: 0231-323500, 323600 BANTEN Semarang Fax: 0231-323400 Tel: 024-8319715 Cilegon Fax: 024-8310892 Wisma Permata (Krakatau Steel) BOGOR Jl, KH Yasin Beji No. 2, Simpang Tiga Banyumanik Cilegon Pajajaran Mal Harmoni, Jl. Sukun Raya No. 68, Blok Telp: 0254-383550 Jl. Pajajaran No. 33 A-5 Banyumanik Fax: 0254-383551 Bogor Semarang Tel: 0251-313456 Tel: 024 7478766 Tangerang Fax: 0251-320845 Fax: 024-7478770 Tangerang Jl Daan Mogot No. 58 Bogor Indah Plaza Majapahit Tangerang 15111 Jl. Raya Baru, Kedung Badak Jl. Majapahit 218C Tel: 021-5522830 Bogor Semarang Fax: 021-5521064 Tel: 0251-351804, 351807 Tel: 024-6733216 Fax: 0251-351812 Fax: 024-6733122 Bintaro Jl. Cut Mutia II Bintaro Jaya Sektor VII Surya Kencana Pelindo Tangerang Jl. Surya Kencana No. 285 PT Pelindo III, Jl. Coaster No. 10, Tel: 021-7450539, 74552223 Bogor Tanjung Mas Fax: 021-7452024 Tel: 0251-344111, 330555 Semarang Fax: 0251-352666 Tel: 024-3574012 BSD Serpong Fax: 024-3574012 Bekasi Bumi Serpong Damai, Sektor IV Ext. Blok RE No. 51 Ahmad Yani Solo Tangerang Jl. A Yani Blok A8 No. 15 Slamet Riyadi Telp: 021-5379280 Bekasi Jl. Slamet Riyadi No. 8 Fax: 021-5379240 Tel: 021-88852401-3 Solo Fax: 021-88852386 Tel: 0271-647955 Pamulang Fax: 0271-647391 Samsung Electronic Pamulang Permai I Blok SH 18 No. 10, Pamulang Jl. Jababeka Raya Blok F 29-33 Cikarang Manahan Tangerang Bekasi Jl. L.U. Adisutjipto No. 28, Manahan Te: 021-7420066/0480 Tel: 021-8934005 Solo Fax: 021-7420056 Fax: 021-8934273 Tel: 0271-712555 Fax: 0271-711565 Lippo Cikarang LG Electronic Jl. Tabri, Desa Cirarab, Bitung Ruko Menteng, Blok C No. 1, Jl. MH Pasar Legi Tangerang Thamrin, Lippo Cikarang Pasar Legi, Jl. S Parman No. 79 Tel: 021-5979745, 5979746 Bekasi Solo Fax: 021-5979747 Tel: 021-89902676 Telp: 0271-642370, 642371 Fax: 021-89902668 COMMERCE ASSET-HOLDING BERHAD (50841-W) 189
DIRECTORY OF BANK NIAGA BRANCHES
Kudus JAWA TIMUR Perak Kudus Surabaya Jl. Perak Barat No. 145 Jl.A.Yani No.36 Darmo Surabaya Kudus Jl. Raya Darmo No. 26 Tel: 031-3577880 - 84 Tel: 0291-432323-5 Surabaya Fax: 031-3577885 Fax: 0291-432326 Tel: 031-5683060, 5683013 Telex: 22356 nagakd ia Fax: 031-5674354 Pertokoan Manyar Mega Indah Telex: 33243 nagada ia Jl. Ngagel Jaya Selatan G-3 Magelang Surabaya Magelang Satelite Tel: 031-5029780, 5029782, 5030281, Jl. Tidar No. 16 Kom. Darmo Park I Blk V/2, May 5030283, 5026660, 5026661 dan Magelang Sungkono 5026662 Tel: 0293-364391, 364160 Surabaya Fax: 031-5030281 Fax: 0293-364121 Tel: 031-5678200, 5669501 Telex: 22252 nagamg ia Fax: 031-5612951 Rungkut Jl Rungkut Madya No. 57 Klaten Kota Surabaya Klaten Jl. Stasiun Kota No. 60 A-B Tel: 031-8704648, 8711079, 8711004 Jl. Pemuda No. 234 Surabaya Fax: 031-8711120 Klaten Tel: 031-3542081-85 Tel: 0272-324968, 327908 Fax: 031-3541591 PETRA Fax: 0272-327907 Jl. Siwalankerto, Kampus UK Petra Husada Surabaya Telp: 031-8439040, 8494830, 8494831 YOGYAKARTA Jl. Dharmahusada No. 142 Surabaya Sudirman Tel: 031-5949468, 5949449, 5943457 Ketajaya Jl. Jend. Sudirman No. 13 Fax: 031-5949480 Jl. Raya Kertajaya No. 133-134 A Yogyakarta Surabaya Tel: 0274-565338 Tunjungan Tel: 031-5049086, 5049072 Fax: 0274-565095 Jl. Tunjungan No. 47 Fax: 031-5049087 Surabaya Katamso Garuda Tel: 031-5343537 - 39 Mulyosari Jl. Brigjen Katamso No. 118 Fax: 031-5315430 Jl Raya Mulyosari No. 166 Yogyakarta Telex: 32299 nagasb ia Surabaya Tel: 0274-373800 Tel: 031-5934815, 5941826, 5947598 Fax: 0274-410065 Sudirman Fax: 031-5945092 Jl P. Sudirman No. 59-61 Cik Ditiro Surabaya Gedung Graha Pena Jl. Cik Ditiro No. 7 Tel: 031-5320050, 5320025 Jl. A Yani No. 88 Yogyakarta Fax: 031-5325510, 5325310 Surabaya Tel: 0274-563230 Telex: 34200 nagaps ia Tel: 031-8299371-72 Fax: 0274-584440 34211 nagaps ia Telex: 25113 cikbn ia STIE Perbanas Andayani Jl. Nginden Semolo 34-36 Banyuraden Jl. Jemur Andayani No. 53-A Surabaya Ruko Banyuraden No. 7, Jl. Godean Km. Surabaya Tel: 031-3997831, 5924759 5,5, Tel: 031-8438093, 8432125, 8434194 Yogyakarta Fax: 031-8434669 Tel: 0274-621779 Fax: 0274-621779 190 COMMERCE ASSET-HOLDING BERHAD (50841-W)
DIRECTORY OF BANK NIAGA BRANCHES
Kampus UNAIR Jember Tembaga Pura II JL. Prof. Moestopo no. 47 Jember Family Shoping Center, Mile 68 Surabaya Jl. Gajah Mada No. 74 Tembagapura Tel: 031-5042647, 5044646 Jember Tel: 0901-352333 Tel: 0331-487311 Fax: 0901-352352 Malang Fax: 0331-484264 Malang Ridge Camp Jl. Basuki Rakhmat No. 26-28 Mile Post 72 Ridge Camp BALI Malang Tembagapura Telp: 0341-363100 Badung Fax: 0341-327616 Denpasar SUMATRA UTARA Telex: 31475 nagaml ia Jl. Melati No. 29 Denpasar Medan ITN Tel: 0361-232929 Bukit Barisan Jl. Bendungan Sigura-gura No. 2 Fax: 0361-263510 Jl. Bukit Barisan (Pos) No. 07 Malang Telex: 35633 nagabl ia Medan 20111 Tel: 0341-577700 Tel: 061-4155445, 4512256 Gatot Subroto Fax: 061-4530142 Galunggung Jl. Gatot Subroto No. 777 X Telex: 51662 mdnbn ia Jl. Galunggung No. 58 Denpasar 52157 mdnbn ia Malang Tel: 0361 428585 Tel: 0341-581505 Fax: 0361 415844 Gajah Mada Fax: 0341-581506 Jl.Gajah Mada No.11 Sriwijaya Medan 20153 A. Yani Komplek Pertokoan Sriwijaya, A-8 Tel: 061-4151100 Jl. A. Yani No. 18-E Kuta - Bali Fax: 061-4524664 Malang Tel: 0361-765175 Telex: 51662 mdnbn ia Tel: 0341-411891 Fax: 0361-759749 52157 mdnbn ia Fax: 0341-411890 Gianyar Thamrin Plaza Ubud Jl. Thamrin No. 75-R UNIBRAW Jl. Wanara Wana No. 9A (Monkey Forest) Medan Fak.Ekonomi Univ.Brawijaya Ubud, Kab. Gianyar Tel: 061-7351135 Malang Bali Fax: 061-7357232 Tel: 0341-586011, 586012 Tel: 0361-972339 Fax: 0341-586011 Fax: 0361-972340 Juanda Jl. Ir. H Juanda No. 14 Sidoarjo Medan PAPUA Kios Sidoarjo Tel: 061-4528534 Jl. A. Yani No. 15-A Mimika Fax: 061-4528551 Sidoarjo Kuala Kencana Tel: 031-8961157 - 59 Suite 103, Kuala Kencana Center Kawasan Industri Medan Fax: 031-8961327 Timika Jl. Sumatera No. 7 Tel: 0901-301234 Medan Gresik Fax: 0901-301233 Tel: 061 6840080 Gresik Fax: 061 6850090 Jl. Dr. Sutomo No. 32 Tembaga Pura I Gresik Single Shoping, Mile Post 68 Tel: 031 3982103, 3983995, 3982114 Tembagapura Fax: 031-3982605 Tel: 0901-351234, 404011 Fax: 0901-351233 COMMERCE ASSET-HOLDING BERHAD (50841-W) 191
DIRECTORY OF BANK NIAGA BRANCHES
LAMPUNG Panakukang SUBSIDIARIES OF BANK NIAGA Lampung Jl.Raya Boulevard Ruko Rubby No.2, Niaga Sekuritas Jl. Laks. Malahayati No. 34-40 Panakukang Graha Niaga Lt. 12 Lampung Makassar Jl. Jend. Sudirman Kav. 58 Tel: 0721-489630-1, 485773 Tel: 0411-456284, 456285 Jakarta 12190 Fax: 0721-483296 Fax: 0411-456286 Tel: 021-2505717 Fax: 021-2505708 SULAWESI UTARA RIAU Batam Manado NIAGA INTERNASIONAL FACTORS Jl. Laksamana Bintan, Komp. Executive Manado Jl. Gajah Mada No. 18 Center Blok I No. 1 ABC, Sei Panas Jl. Sam Ratulangi No. 205, Manado Jakarta 10130 Batam Sulawesi Utara Tel: 021-6315530, 6315540 Tel: 0778-426777 Tel: 0431-863100, 844008 Fax: 021-6315560 Fax: 0778-454373 Fax: 0431-860400
NIAGA FINANCE CO. LTD Pekanbaru LUAR NEGRI Pekanbaru Room 3916-3919, Jardine House Cayman Islands Jl.Jend Sudirman Bo.255 CD 1 Connaught Place Central Cayman Islands - Branch Pekanbaru Hongkong Transnational House, Suite # 213, West Tel: 0761-29868, 29565 Tel: 1-852-25232145 Bay Road Fax: 0761-29838 Fax: 1-852-28684963 Grand Cayman Telex: 72477 ALFRD HX Tel: 1-345-9452003 Duri Fax: 1-345-9452004 Jl.Hangtuah No.410, Duri SASEKA GELORA FINANCE Pekanbaru Tel: 0765-594760, 591643, 594759, BANK NIAGA CARD CENTER Graha TNT, Lantai 2 Jl. Dr. Saharjo 107 594751 Jakarta Fax: 0765-594750 Jakarta 12810 Graha Niaga, lantai 9 Tel: 021-83792288 Jl. Jend. Sudirman Kav. 58 Fax: 021-8301740 KALIMANTAN TIMUR Jakarta 12190 Tel: 021-5277777 Balikpapan Fax: 021-2505209, 5276030 NIAGA ASET MANAJEMEN Balikpapan Kompleks Ruko Bandar Balikpapan Bank Niaga Cabang Kemang Surabaya Blok C-12A & 14 Jl. Kemang Raya No. 3 Jl. Kertajaya No.133 - 133A Jl. Jend. Sudirman, Klandasan Ulu Jakarta 12736 Surabaya 60282 Balikpapan Tel: 021-7199363 Tel: 031-5012931-2 Tel: 0542-739065, 739066, 739067 Fax: 021-7199361 Fax: 031-5039447 Fax: 0542-739069 Bandung SULAWESI SELATAN Bank Niaga Cabang Dago Makassar Jl. Ir. H. Juanda No. 46 Makassar Bandung 40115 Jl. Ahmad Yani No. 33 Tel: 022-4232311 Makassar Fax: 022-4231967 Tel: 0411-318718, 310741-2 Fax: 0411-317049 Dear Shareholders,
We are printing our 2002 Annual Report separately in Bahasa Malaysia and English respectively. Should you require the Bahasa Malaysia version, please write in to the Corporate Affairs Department, Commerce Asset-Holding Berhad, 12th Floor, Commerce Square, Jalan Semantan, Bukit Damansara, 50490 Kuala Lumpur. Thank You. Commerce Asset-Holding Berhad proxy form (50841-W)
Number of shares
I/We of being a member/members of COMMERCE ASSET-HOLDING BERHAD hereby appoint of as my/our proxy to vote for me/us and on my/our behalf at the Forty Sixth Annual General Meeting of the Company to be held on Wednesday, 30 April 2003 and at any adjournment thereof.
As witness my/our hand this day 2003
signed in the presence of
My/Our proxy vote as indicated below Resolution For Against As ordinary business: 1. Receipt of Audited Financial Statements/Reports
2. Declaration of Dividend
Re-election of Directors: 3. Dato’ Mohd Desa Pachi
4. Dr Rozali Mohamed Ali
5. En Azizan Mohd Nor
6. Mr Masayuki Kunishige
7. Payment of Directors’ fees
8. Re-appointment of Auditors
As special business: 9. Proposed renewal of the authority for the issue of new ordinary shares
10. Proposed renewal of authority for the purchase of own ordinary shares
NOTES 1. Please indicate with an “X” in the appropriate boxes how you wish your votes to be cast. If you do not indicate how you wish your proxy to vote on any resolution, the proxy will vote as he thinks fit, or at his discretion, abstain from voting.
2. A member of the Company entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and vote instead of him.
3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or in some other manner approved by the Directors.
4. All proxy forms should be deposited at the Company’s Registered Office, 12th Floor, Commerce Square, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur not less than forty eight hours before the time for holding the meeting or any adjournment thereof.
5. For a Form of Proxy executed outside Malaysia, the signature must be attested by a Solicitor, Notary Public, Consul or Magistrate. fold here
stamp
COMMERCE ASSET-HOLDING BERHAD (50841-W) 12th Floor, Commerce Square Jalan Semantan, Damansara Heights 50490 Kuala Lumpur
fold here Commerce Asset-Holding Berhad (50841-W) Tingkat 12, Commerce Square Jalan Semantan, Damansara Heights 50490 Kuala Lumpur Tel : 03-2093 5333 Fax : 03-2093 3335 www.commerz.com.my