Annual Report 2002 Cover Concept "Source of LIFE"

Rivers have been the life source of living communities since time immemorial. Their fresh, ever-flowing waters support life, carry life and above all, nourish the lives of all those who reside within them and around their productive plains.

This year, our Annual Report cover pays tribute to the mighty Sungai , whose strength, versatility and ability to sustain growth wherever it flows are true reflections of Puncak Niaga’s inherent qualities.

As ’s Leading Water Specialist, Puncak Niaga practises the highest standards of excellence and integrity in all that it pursues. Like the nurturing river, we do our utmost to ensure that the quality and outcome of our core activities significantly enhance the quality of life for our customers, our shareholders and our country.

And just as the river flows continuously forward, Puncak Niaga works relentlessly towards increasing its strength and value, surging ahead to become Malaysia’s Leading and Dynamic Integrated Water Services Company.

Cover Photo: Sungai Selangor meandering through the lush terrain. Contents

2-3 Corporate Information 4-5 Fact Sheet 8 Financial Highlights 9 Financial & Share Performances 10-11 Corporate Profile 12 Corporate Structure 13 Organisation Structure 14-15 Corporate Achievements 18-27 Board of Directors 28-33 Senior Management Sixth Annual General Meeting 34-35 Vision & Mission Statements 36-41 Executive Chairman Speaks Date :Wednesday, 25 June 2003 Time :9.30 a.m 44-59 Operations Review Venue :Banquet Hall 60-65 Corporate Calendar of Events Kuala Lumpur Golf & Country Club 68-76 Statement on Corporate Governance No. 10 Jalan 1/70D 77-78 Statement on Internal Control Off Jalan Bukit Kiara 60000 Kuala Lumpur 79-85 Audit Committee Report 86-90 Risk Management Policy & Report 91-93 Investor Relations Policy & Report Pull Out Environmental Policy & Report 96 Organisational Safety and Health Policy 97 Quality Policy 98-101 Newspaper Clippings 104-109 Distribution Schedule of Equity Securities & Property 111-159 Financial Reports 160-161 Notice of Annual General Meeting 162 Statement Accompanying the Notice of Annual General Meeting 163-164 Other Compliance Information 167-168 Proxy Form Corporate Information

Board of Directors Principal Office YBhg Tan Sri Rozali Ismail Suite 2601-2606, 26th Floor Executive Chairman Plaza See Hoy Chan Jalan Raja Chulan Encik Ruslan Hassan 50200 Kuala Lumpur Executive Vice Chairman/ Tel:03-2031 8648 Executive Director Fax : 03-2031 8658 Corporate Affairs Division website : www.puncakniaga.com.my e-mail (general) : [email protected] Encik Mat Hairi Ismail e-mail (investors) : [email protected] Executive Director Finance Division Date and Place of Incorporation 7 January 1997, Malaysia Ir Lee Miang Koi Executive Director Company Number Project & Business Development Division 416087-U

Encik Abdul Majid Abdul Karim Auditors Independent Non-Executive Director Messrs PricewaterhouseCoopers (AF 1146)

YBhg Dato' Hari Narayanan Govindasamy Tax Advisor Independent Non-Executive Director PricewaterhouseCoopers Taxation Services Sdn Bhd (464731-M) YB Dato' Seri Dr Ting Chew Peh Independent Non-Executive Director Principal Bankers RHB Bank Berhad (6171-M) Group Company Secretary Bumiputra-Commerce Bank Berhad (13491-P) Madam Tan Bee Lian, MAICSA 7006285 United Overseas Bank (Malaysia) Berhad (271809-K)

Registered Office Solicitors Suite 1401-1406, 14th Floor Messrs Kadir, Andri Aidham & Partners Plaza See Hoy Chan Messrs Wong & Partners Jalan Raja Chulan Messrs Lee Hishammuddin 50200 Kuala Lumpur Messrs Sivananthan Tel: 03-2031 8648 Messrs Ng Yook Woon, Andrew TC Saw & Co Fax : 03-2078 4386 Messrs Azian Haslina & Co

Puncak Niaga Holdings Berhad Annual Report 2002 2 Share Registrar Remuneration Committee (Place where all registers of securities are kept) Chairman: Tenaga Koperat Sdn Bhd (118401-V) YB Dato' Seri Dr Ting Chew Peh 20th Floor, Plaza Permata Jalan Kampar Members: Off Jalan Tun Razak YBhg Dato' Hari Narayanan Govindasamy 50400 Kuala Lumpur Encik Abdul Majid Abdul Karim Tel : 03-4041 6522 Encik Mat Hairi Ismail Fax : 03-4042 6352 Secretary: Stock Exchange Listing Madam Tan Bee Lian Main Board of Kuala Lumpur Stock Exchange (KLSE) under the Nomination Committee Infrastructure Project Companies Sector Chairman: YB Dato' Seri Dr Ting Chew Peh Indices KLSE Composite Index Members: KLSE Syariah Index YBhg Dato' Hari Narayanan Govindasamy MSCI Index Encik Abdul Majid Abdul Karim

Audit Committee Secretary: Chairman: Madam Tan Bee Lian Encik Abdul Majid Abdul Karim Compliance, Internal Control and Members: Risk Policy Committee (CICR) YBhg Dato' Hari Narayanan Govindasamy Chairman: YB Dato' Seri Dr Ting Chew Peh YB Dato' Seri Dr Ting Chew Peh Encik Mat Hairi Ismail Members: Secretary: Encik Ruslan Hassan (Head of CICR) Madam Tan Bee Lian Encik Sonari Solor Mr Ng Wah Tar Madam Tan Bee Lian

Secretary: Encik Mohammed Sofian Ismail (Head of Risk Management Section)

Puncak Niaga Holdings Berhad Annual Report 2002 3 Fact Sheet

PUNCAK NIAGA HOLDINGS BERHAD’S FACT SHEET AS AT 29 APRIL 2003

Group Staff Strength Management Staff 55 Executive Staff 177 Non-Executive Staff 373 Total 605

No. of Puncak Niaga’s Water Treatment Plants 28 No. of Water Treatment Plants with ISO Certifications 14 Authorised Share Capital RM1,000,000,000

Paid-Up Share Capital RM439,278,000 (comprising 439,278,000 ordinary shares of RM1.00 each) Number of RUN Issued 546,875,000

RUN Coupon Rates 2.5% per annum for the first 10 years and 3.5% per annum for the remaining 5 years RUN Semi-Annual Coupon Payment Dates 20 May and 20 November RUN Maturity Date 18 November 2016 RUN Holders’ Put Option Date 20 November 2011 Number of Warrants Issued 109,374,869 Warrant Conversion Price RM2.62 Number of Warrants Converted None Warrant Maturity Date 20 November 2006 Effective Date of ESOS 25 February 2002 Expiry Date of ESOS 24 February 2007 ESOS Exercise Price (1st Tranche) RM2.37 per share ESOS Exercise Price (2nd Tranche) RM2.47 per share ESOS Exercise Price (3rd Tranche) RM2.13 per share Number of ESOS Offered (1st Tranche) 33,422,000 Number of ESOS Offered (2nd Tranche) 2,933,000 Number of ESOS Offered (3rd Tranche) 2,817,000 Number of ESOS Exercised To-Date 1,778,000

Puncak Niaga Holdings Berhad Annual Report 2002 4 List Of Corporate Memberships:- 1. Malaysian Water Association Member since 1994 2. Malaysia South-South Association Member since 1995 3. Federation of Public Listed Companies Member since 1999 4. Malaysian Employers Federation Member since 1999 5. Malaysian Industry-Government Group For Member since 2001 High Technology (MIGHT) 6. Malaysian-German Chamber of Commerce Member since 2002 and Industry (MGCCI) 7. National Institute of Occupational Safety Member since 2002 and Health (NIOSH) 8. American Water Works Association (AWWA) Member since 2002 9. Malaysian-French Chamber of Commerce Member since 2002 and Industry (MFCCI) 10. British Malaysian Chamber of Commerce Member since 2003

List Of Water Treatment Plants Telephone Nos. 1. Ampang Intake* 03-4291 4040 2. * 03-6057 3255 3. Bernam River Headworks* 03-6046 1259 4. Bukit Nanas* 03-2078 0782 5. Bukit Tampoi* 03-8768 6216 6. Cheras Mile 11* 03-8736 0427 7. Gombak* 03-6189 5255 8. 03-6049 1366 9. 03-6274 9495 10. 03-6064 1327 11. North Hummock* 03-3341 2052 12. Rantau Panjang* 03-3271 0948/9133 13. * 03-8706 1103 14. Sungai Batu* 03-6189 0267 15. 03-6028 1146 16. Sungai Dusun 03-6046 3649 17. Sungai Keroh 03-6274 9495/03-6091 0001 18. Sungai Langat* 03-9074 9430 19. Sungai Lolo 03-9075 3977/03- 9021 5993 20. Sungai Pangsoon 03-9021 5993 21. Sungai Pusu 03-6189 5255/03-6185 6631 22. Sungai Rangkap 03-6091 0001 23. Sungai Rumput 03-6185 6631 24. Sungai Selangor Phase 2* 03-3279 2008 25. Sungai Selisek 05-454 2003 26. Sungai Serai 03-9075 3977 27. 03-6042 2035 28. Wangsa Maju* 03-4143 7006

*Water Treatment Plants with ISO 9002 Certification.

Puncak Niaga Holdings Berhad Annual Report 2002 5 ChartingCourse our

Puncak Niaga Holdings Berhad Annual Report 2002 6 From the onset of its journey high above in the Titiwangsa Range, the Selangor River works to achieve the perfect balance between the amount of water it carries, and the sediment it transports downstream.

Guided by a clear vision to become the Leading and Dynamic Integrated Water Services Company, Puncak Niaga is continuously striving to balance the development of existing water resources with our economic, social and environmental responsibilities.

Puncak Niaga Holdings Berhad Annual Report 2002 7 Financial Highlights

In RM’000 Year 2002 Year 2001 Year 2000 Balance sheet Property, plant and equipment 1,528,703 1,606,425 1,659,010 Project development expenditure 245,838 255,727 248,967 Other non-current assets 185,740 236,520 50,045 Current assets 907,107 601,693 561,935 Total tangible assets 2,856,603 2,688,980 2,507,973

Issued and paid-up capital Share capital 439,278 437,500 437,500 Reserves 737,906 555,724 376,410 Shareholders’ fund 1,177,184 993,224 813,910 Net tangible assets per share (RM) 2.66 2.24 1.83

Ratios and statistics Turnover 565,105 552,337 350,564 Net profit after tax 179,745 179,314 91,225 Interest bearing debt 1,529,608 1,585,076 1,579,372

In sen Earnings per share 40.99 40.99 21.84

In % of turnover Operating profit 32 32 26

In times Gearing ratio 1.30 1.60 1.94 Current ratio 3.66 2.72 2.11

FINANCIAL CALENDAR Financial year end 31 December 2002 Announcement of results 1st quarter results ended 31 March 2002 21 May 2002 2nd quarter results ended 30 June 2002 21 August 2002 3rd quarter results ended 30 September 2002 21 November 2002 4th quarter results ended 31 December 2002 26 February 2003 Audited Accounts for the financial year ended 31 December 2002 23 April 2003 Published Annual Report 3 June 2003 Annual General Meeting 25 June 2003

Puncak Niaga Holdings Berhad Annual Report 2002 8 Financial & Share Performances

FINANCIAL PERFORMANCE

Turnover Profit After Taxation Total Tangible Assets RM '000 RM '000 RM '000 565,105 552,337 179,745 2,856,603 2,688,980 179,314 2,507,973 2,107,695 2,042,776 98,972 350,564 347,472 91,225 57,226 183,415

98 99 00 01 02 98 99 00 01 02 98 99 00 01 02

SHARE PERFORMANCE

CI Share Price (RM)

1100

1000 3.50 900 2.80 800

700 2.30 2.10 600 1.90 500 1.70

80m 60m 40m 20m

JFMAN MJJASO DNJF MA MJJASO DNJF MA MJJAS O DDJF MA MJJASON 1999 2000 2001 2002

Monthly Highest Monthly Lowest KLSE Volume of shares Closing Prices Closing Prices Composite Index (CI) traded

Puncak Niaga Holdings Berhad Annual Report 2002 9 Corporate Profile

Puncak Niaga Holdings Berhad (PNHB) was incorporated on 7 January 1997 under the Malaysian Companies Act, 1965 as a public company limited by shares. It is an investment holding company with interest in infrastructure activities specialising in water treatment engineering and water-related activities.

PNHB was listed on the Main Board of Kuala Lumpur Stock Exchange (KLSE) on 8 July 1997. It is the first water treatment and supply concession company to be listed on the KLSE under the Infrastructure Project Company guidelines issued by the Securities Commission.

As an investment holding company, PNHB acted as the listing vehicle for Puncak Niaga (M) Sdn Bhd (PNSB), an Infrastructure Project Company (IPC). PNSB is the holder of two concessions awarded by the Selangor State Government. The first, a Privatisation Cum Concession Agreement (PCCA) awarded on 22 September 1994 allowed PNSB to take over, operate, maintain, manage, rehabilitate and refurbish 27 existing water treatment plants formerly under the management of the Selangor Waterworks Department, now corporatised and known as Perbadanan Urus Air Selangor Berhad. The second concession, a Construction Cum Operation Agreement (CCOA) was awarded on 22 March 1995 to finance, design, construct, operate, manage and maintain a new 950 million litres per day water treatment plant at Bukit Badong under the Selangor State Government’s Sungai Selangor Water Supply Scheme Phase 2 Project (SSP2). Both the PCCA and CCOA provide for the concessions to expire on 31 December 2020.

Under the CCOA, the development of the SSP2 Water Treatment Plant was undertaken in two stages. The first stage, with a production capacity of 475 million litres per day, was completed in October 1998, two months ahead of the commitment given to the Selangor State Government. The second stage of the SSP2 Water Treatment Plant, with a production capacity of 475 million litres per day was originally scheduled for completion and commissioning on 1 January 2002. Instead, it was completed and commissioned one year ahead of schedule on 1 January 2001.

During the water crisis in 1998, PNSB was entrusted by the Federal Government to finance, design and construct the Wangsa Maju Water Treatment Plant at a cost of RM122.0 million. This water treatment plant was completed in a record time of six months, an amazing feat by engineering standards. The above mentioned early completion of projects clearly exemplifies Puncak Niaga’s excellent capabilities in managing and undertaking large-scale water supply projects in Malaysia.

In recognition of Puncak Niaga’s expertise and vast experience in water privatisation projects over the past years, PNHB was invited by the Negeri Sembilan State Government to participate in the privatisation of Jabatan Bekalan Air Negeri Sembilan (JBANS) in 2000. On 20 December 2000, PNHB signed a Memorandum of Understanding to undertake the proposed privatisation which PNHB will hold a 30% equity stake in NS Water Konsortium Sdn Bhd, the concession company which has been granted the exclusive privatisation rights of JBANS by the Negeri Sembilan State Government.

Today, PNSB is the largest water supply concessionaire in Malaysia. We operate, manage and maintain 28 water treatment plants with a total average production capacity of 1,903 million litres per day. This volume is equivalent to approximately 56% of the treated water requirement in the State of Selangor Darul Ehsan and the Federal Territory of Kuala Lumpur.

Puncak Niaga Holdings Berhad Annual Report 2002 10 Puncak Niaga Holdings Berhad Annual Report 2002 11 Corporate Structure

Puncak Niaga Holdings Berhad Investment Holding and Provision of Management Services Unggul Raya (M) Sdn Bhd

100% operation, management, maintenance and monitoring Puncak Niaga (M) Sdn Bhd the operation of dams

100% operation, maintenance, management, construction and undertaking the rehabilitation and refurbishment of water treatment facilities Ideal Water Resources Sdn Bhd 100% operation, management, maintenance and undertaking the rehabilitation and refurbishment of water treatment plants

Puncak Research Centre Sdn Bhd

100% dormant

Puncak Seri (M) Sdn Bhd

100% dormant

NS Water System Sdn Bhd

100% dormant

NS Water Management Sdn Bhd

40% dormant

Puncak Niaga Holdings Berhad Annual Report 2002 12 Organisation Structure

Puncak Niaga Holdings Berhad

General Manager Internal Audit Executive Chairman Encik Sonari Solor YBhg Tan Sri Rozali Ismail

Strategic Resource Centre

Executive Vice Chairman Encik Ruslan Hassan

Finance Division Operation Division Human Resources Corporate Project & Business Executive Director Acting Executive Director & Administration Affairs Division Development Division Encik Mat Hairi Ismail Encik Ruslan Hassan Division Executive Director Executive Director Acting Executive Director Encik Ruslan Hassan Ir Lee Miang Koi General Manager Encik Ruslan Hassan Senior Manager Finance & Accounts Senior General Manager General Manager General Manager Business Development Mr Ng Wah Tar Corporate Communications Operations I Human Resources Ir Ahmad Tuan Syed Danial Syed Ariffin & Administration Encik Ibrahim Ismail Assistant General Manager Marzuki Hashim

I Encik Ahmad

Finance s

n Senior Manager/Plant Manager Fauzi Yahya Senior General Manager Senior Manager o

Encik Ismail Maidin i

t SSP2 WTP Secretarial/Group Project Management a

r Ir Ausamah Darwish Senior Manager

e Company Secretary Encik Ishak Awang

Senior Manager p Mohd Daud Training O Madam Tan Bee Lian Accounts Encik Said Muhamad Senior Manager Encik Nik Azmi Manager/Plant Manager Khalil Abdul Madza Contract General Manager Nik Yaacob Wangsa Maju WTP Ir Teh Lee Ngo Legal Encik Abdul Rahman Kadir Manager Manpower Services & Madam Chan Siew Meei Manager Special Project Senior General Manager Industrial Relations Ir Lee Chok Beng Operations II Puan Poziah Abas Assistant General Manager Ir Loh Kit Mun Information Technology Encik Mohd Sabaruldin Manager Che Bakar

Senior Manager Compensation & Benefits

I

I Rehabilitation of WTP Vacant

s

n Encik Nasir Ismail

o

i

t Manager a

r Senior Manager Administration e

p Operation Contract Supervision Encik Kamarulzaman O (26 WTPs) Abu Bakar Encik Hashim Omar Manager Senior Manager Protective Services Water Resources & Encik Saadon Kardi Environmental/Dam Operations Puan Roowina Merican A Rahim Merican

Puncak Niaga Holdings Berhad Annual Report 2002 13 Corporate Achievements

In its relentless pursuit towards excellence, Puncak Niaga continuously strives to achieve the highest standards of excellence in its corporate and operational activities. As in the previous years, the Group continued to garner several prestigious awards and accolades for the year 2002 as follows:-

ASIA WATER MANAGEMENT EXCELLENCE AWARD 2002 Awarded to Puncak Niaga’s Executive Chairman, YBhg Tan Sri Rozali Ismail under the Individual Award Category during the Water 2002 International Water Technology, Equipment, Services & Management Exhibition & Conference, 26 March 2002

ROC-MAICSA COMPANY SECRETARY AWARD 2001 Awarded to Puncak Niaga’s Group Company Secretary/Senior General Manager, Secretarial Department, Madam Tan Bee Lian, under the Listed Company Category, 22 July 2002

MSOSH OSH GRAND AWARD 2001 by Malaysian Society For Occupational Safety And Health for Sungai Selangor Phase 2 Water Treatment Plant, 31 July 2002

MSOSH OSH GOLD AWARD 2001 by Malaysian Society For Occupational Safety And Health for Wangsa Maju Water Treatment Plant, 31 July 2002

Puncak Niaga Holdings Berhad Annual Report 2002 14 ANUGERAH KESELAMATAN & KESIHATAN PEKERJAAN KEBANGSAAN 2002 Sijil Penghargaan to Puncak Niaga (M) Sdn Bhd for Facilities Category organised by Ministry of Human Resources, 7 October 2002

NATIONAL ANNUAL CORPORATE REPORT AWARDS (NACRA) 2002 Industry Excellence Award under the Construction & Infrastructure Project Companies’ Category, 31 October 2002

ANUGERAH CITRA LAPORAN TAHUNAN 2002 Hadiah Penghargaan by Dewan Bahasa dan Pustaka for correct usage of the national language in the Annual Report 2001, 17 December 2002

ERNST & YOUNG ENTREPRENEUR OF THE YEAR AWARD-MALAYSIA 2002 YBhg Tan Sri Rozali Ismail was identified as a Top 10 Nominee under the Master Entrepreneur Category, 16 January 2003

ASIAMONEY CORPORATE GOVERNANCE POLL 2002 Voted Best Corporate Governance Standards in the Utilities Sector in Malaysia, 20 February 2003

Puncak Niaga Holdings Berhad Annual Report 2002 15 DirectingFlow the

Puncak Niaga Holdings Berhad Annual Report 2002 16 The banks of the river steer its course; yet it is ever-shifting, accommodating change when needs arise.

Just like the river banks, the Management of Puncak Niaga provides vital support to our Group of Companies; steadily guiding them through their respective missions while simultaneously advancing with the times to effectuate better efficiency.

Puncak Niaga Holdings Berhad Annual Report 2002 17 Board Of Directors

Puncak Niaga Holdings Berhad Annual Report 2002 18 From left to right:

Encik Abdul Majid Abdul Karim, YBhg Tan Sri Rozali Ismail, Encik Ruslan Hassan, Encik Mat Hairi Ismail, Ir Lee Miang Koi, YB Dato’ Seri Dr Ting Chew Peh, YBhg Dato’ Hari Narayanan Govindasamy.

Puncak Niaga Holdings Berhad Annual Report 2002 19 Board Of Directors

YBhg Tan Sri Rozali Ismail, aged 46, Malaysian Executive Chairman

YBhg Tan Sri Rozali is the founder of PNSB, the Executive Chairman and a substantial shareholder of PNHB. He was appointed to the Board of PNHB on 24 April 1997. Upon obtaining a Bachelor of Laws Degree from the University of Malaya in 1981, he began his career as Legal Advisor with the Urban Development Authority (UDA) before joining Bank Islam (M) Berhad in 1983. Together with a few pioneer bank staff, YBhg Tan Sri Rozali conceptualised the first institution of Islamic banking in Malaysia. Subsequently, he started his own legal practice as an Advocate and Solicitor for 7 years, specialising in corporate, property and banking work.

In 1989, YBhg Tan Sri Rozali set up a family-owned company and embarked into the property development sector, with involvement in several development projects in the Valley, Kuantan and Johor. Under the banner of Housing Sdn Bhd, he is now actively developing a new township known as Bandar Baru Puncak Alam. The family-owned company also ventured into the utility business in 1989 with the setting up of PNSB. Due to his vast experience in various fields, he was entrusted by the Selangor State Government, via PNSB, to manage the water treatment plants for the whole of the State of Selangor Darul Ehsan and the Federal Territory of Kuala Lumpur. PNHB was subsequently incorporated in 1997 as the holding company of PNSB and was listed on the Main Board of Kuala Lumpur Stock Exchange (KLSE) on 8 July 1997.

On 6 November 2001, YBhg Tan Sri Rozali was conferred the Fellowship Award by the Institute of Marketing Malaysia for his invaluable contribution to the Institute and the marketing fraternity, in recognition of his superb marketing strategies adopted for the Bandar Baru Puncak Alam and Bandar Puncak Perdana projects. On 26 March 2002, he was awarded the Asia Water Management Excellence Award 2002 (Individual Award Category) in recognition of his outstanding contributions in championing management excellence and best practices in the water industry.

More recently, on 16 January 2003, YBhg Tan Sri Rozali was honoured as a Top 10 Nominee for the inaugural Ernst & Young Entrepreneur Of The Year - Malaysia 2002 (Master Entrepreneur Category) Award in recognition of his outstanding entrepreneurship and leadership skills.

Currently, YBhg Tan Sri Rozali is the Executive Chairman and substantial shareholder of U-Wood Holdings Berhad, a KLSE Main Board company which is developing Bandar Puncak Perdana, a 243-hectare mixed development project located near the Sultan Abdul Aziz Shah Airport. He is also the Executive Chairman and substantial shareholder of WWE Holdings Bhd, a KLSE Second Board company which is an investment holding company and contractor for the provision of engineering services related to design, fabrication, installation and commissioning of water, wastewater treatment, environmental facilities and construction activities. YBhg Tan Sri Rozali also sits on the Board of several other private companies and is the Deputy President of the Malaysian Water Association (MWA).

YBhg Tan Sri Rozali is the Chairman of PNHB’s ESOS Option Committee and is related to another PNHB Director, Encik Mat Hairi Ismail (his younger brother) who serves as PNHB’s Executive Director, Finance Division. He is also related to Encik Shaari Ismail (his elder brother) who is a substantial shareholder of the Company.

Puncak Niaga Holdings Berhad Annual Report 2002 20 YBhg Tan Sri Rozali Ismail, Executive Chairman

Puncak Niaga Holdings Berhad Annual Report 2002 21 Board Of Directors

Encik Ruslan Hassan, Executive Vice Chairman and Executive Director, Corporate Affairs Division

Encik Mat Hairi Ismail, Executive Director, Finance Division

Puncak Niaga Holdings Berhad Annual Report 2002 22 Encik Ruslan Hassan, aged 47, Malaysian Executive Vice Chairman and Executive Director, Corporate Affairs Division

Encik Ruslan joined PNSB on 1 November 1995 as Head of Corporate Affairs Division. His appointments to-date are to the PNSB Board on 26 December 1996, to the Board of Directors of PNHB on 24 April 1997 and as the Executive Vice Chairman of PNHB on 6 April 1999. Currently, he is the Head of PNHB’s Compliance, Internal Control and Risk Policy Committee and a member of PNHB’s ESOS Option Committee.

As the Executive Vice Chairman of PNHB, Encik Ruslan oversees the day-to-day management of the PNHB Group, especially in the areas of corporate affairs, operations, human resources and administration.

After obtaining a Bachelor of Laws Degree from the University of Malaya in 1981, Encik Ruslan began his career as Legal Advisor with Esso Production Malaysia Inc. In 1985, he joined Pernas Sime Darby Holdings Sdn Bhd as Group Legal Advisor/Company Secretary. Encik Ruslan has 6 years’ experience as an advocate and solicitor. In 1993, he joined Rashid Hussain Berhad as Corporate Affairs Senior General Manager and Executive Committee Member. From November 1995 to February 2003, Encik Ruslan sat on the Board of Rashid Hussain Berhad and Rashid Hussain Securities Sdn Bhd and served as an Audit Committee member of both companies. He also sits on the Board of several other private companies.

Encik Mat Hairi Ismail, aged 41, Malaysian Executive Director, Finance Division

Appointed to the Board of PNSB on 24 May 1994 and then to the Board of PNHB on 24 April 1997, Encik Mat Hairi is the Executive Director, Finance Division and also a member of PNHB’s Audit Committee, Remuneration Committee and ESOS Option Committee. He graduated from Universiti Kebangsaan Malaysia in 1985 with a Bachelor in Accounting (Hons) Degree and is a member of the Malaysian Institute of Accountants (MIA). In 1985, he started his career as an Accountant at the Accountant General’s Office in Labuan, and from 1989 to 1992 he served at the Malaysian High Commission in London. Prior to joining PNSB, Encik Mat Hairi’s last appointment was with the Langkawi Development Authority (LADA) (1992-1994).

Encik Mat Hairi is the Executive Director (Corporate Services Division) and substantial shareholder of WWE Holdings Bhd, a KLSE Second Board company which is an investment holding company and contractor for the provision of engineering services related to design, fabrication, installation and commissioning of water, wastewater treatment, environmental facilities and construction activities. He is also a Non-Executive Director and substantial shareholder of U-Wood Holdings Berhad, a KLSE Main Board company and sits on the Board of several other private companies. Encik Mat Hairi is related to YBhg Tan Sri Rozali Ismail (his elder brother) who is the Executive Chairman and substantial shareholder of PNHB. He is also related to another substantial shareholder of PNHB, Encik Shaari Ismail (his eldest brother).

Puncak Niaga Holdings Berhad Annual Report 2002 23 Board Of Directors

Ir Lee Miang Koi, aged 49, Malaysian Executive Director, Project & Business Development Division

Ir Lee joined PNSB in 1995 and is responsible for all aspects of PNHB Group’s project management and business development for new water supply projects. Ir Lee was appointed as a Director of PNSB on 2 February 1999 and subsequently to the Board of PNHB on 1 September 1999. He is also a member of PNHB’s ESOS Option Committee.

Ir Lee graduated as a civil engineer from University of Technology Malaysia in 1978 and in 1989, he obtained a Masters Degree in Engineering majoring in water supply and wastewater engineering from the Asian Institute of Technology in Bangkok. Ir Lee has 25 years’ experience in the water supply sector and has held various positions during his tenure with the Public Works Department as well as the Waterworks Department in Malaysia, especially in the field of water supply services. He was previously a Senior Executive Engineer in the Design and Planning of the Water Supply Branch in the Public Works Department Headquarters and also Director of the Negeri Sembilan Waterworks Department. He left the Public Works Department in 1991 to join Ranhill Bersekutu Sdn Bhd, holding positions from Senior Engineer to Vice President. Ir Lee is also a director of several other private companies within the PNHB Group.

YB Dato’ Seri Dr Ting Chew Peh, aged 60, Malaysian Independent Non-Executive Director

YB Dato’ Seri Dr Ting joined PNHB on 15 July 2000 as an Independent Non-Executive Director and a member of the Audit Committee. Currently, he is the Chairman of PNHB’s Nomination Committee, Remuneration Committee and Compliance, Internal Control and Risk Policy Committee. He graduated with a Bachelor of Arts Degree from the University of Malaya in 1970 and obtained a Master of Science from the University of London in 1972. He also holds a Doctorate in Philosophy, which he obtained from the University of Warwick in 1976.

YB Dato’ Seri Dr Ting started his career as a lecturer in the Faculty of Humanities and Social Sciences at Universiti Kebangsaan Malaysia from 1974 to 1980 and was subsequently an Associate Professor of the said Faculty until 1987. Between 1979 to 1986, YB Dato’ Seri Dr Ting published two books entitled ‘Konsep Asas Sosiologi’ and ‘Hubungan Ras dan Etnik’.

In 1987, YB Dato’ Seri Dr Ting ventured into politics with his election as a Member of Parliament for the Gopeng constituency, which he holds until today. He previously served as Parliamentary Secretary of the Ministry of Health (1988-1989), Deputy Minister of the Prime Minister’s Department (1989-1990) and Minister of Housing and Local Government (1990-1999). Currently, YB Dato’ Seri Dr Ting is the Secretary-General of the Malaysian Chinese Association (MCA) and the Chairman of the Authority. He also sits on the Boards of Pan Malaysia Capital Berhad Group, Pan Malaysia Holdings Berhad and Hua Yang Bhd which are listed on the Main Board of KLSE, and also serves as director of several other private companies.

Puncak Niaga Holdings Berhad Annual Report 2002 24 Ir Lee Miang Koi, Executive Director, Project & Business Development Division

YB Dato’ Seri Dr Ting Chew Peh, Independent Non-Executive Director

Puncak Niaga Holdings Berhad Annual Report 2002 25 Board Of Directors

YBhg Dato’ Hari Narayanan Govindasamy, Independent Non-Executive Director

Encik Abdul Majid Abdul Karim, Independent Non-Executive Director

Puncak Niaga Holdings Berhad Annual Report 2002 26 YBhg Dato’ Hari Narayanan Govindasamy, aged 53, Malaysian Independent Non-Executive Director

YBhg Dato’ Hari Narayanan was appointed to the Board of PNHB on 1 July 1999 as an Independent Non-Executive Director. He is also a member of PNHB’s Audit Committee, Remuneration Committee and Nomination Committee. He holds a Bachelors Degree in Electrical and Electronics Engineering from the Polytechnic of Newcastle-Upon-Tyne, England. He is a member of the Institute of Engineers, Malaysia and a Registered Professional Engineer with the Board of Engineers, Malaysia. He is also a Director of Tenaga Nasional Berhad, SP Setia Berhad, Lembaga Lebuhraya Malaysia, Asian Institute of Medicine, Science and Technology and several other private companies.

Encik Abdul Majid Abdul Karim, aged 44, Malaysian Independent Non-Executive Director

A past PNSB Director (1994-2001), Encik Abdul Majid was appointed to the Board of PNHB on 24 April 1997 as an Independent Non-Executive Director. He is the Chairman of PNHB’s Audit Committee and a member of the Remuneration Committee and Nomination Committee. He obtained a Bachelor of Science (Hons) Degree in Civil Engineering from the University of Glasgow, United Kingdom in 1986. He began his career as a Technical Assistant with the Urban Development Authority (UDA) (1982-1983), as Property Executive at Boustead Holdings Berhad (1986-1991) and subsequently as Sales Engineer at UAC Berhad (1991-1993). Encik Abdul Majid also sits on the Board of several other private companies.

Notes: 1. Save as disclosed above, none of the Directors have:- (a) any family relationship with any Directors and/or substantial shareholders of the Company; (b) any conflict of interest with the Company; and (c) any conviction for offences (other than traffic offences) within the past 10 years. 2. The respective Directors’ interests in the Company’s equity securities are detailed in pages 106 and 109 of the Annual Report.

Puncak Niaga Holdings Berhad Annual Report 2002 27 Senior Management

From left to right:

Encik Ibrahim Ismail, Madam Loh Lim Chai Kheng, Ir Loh Kit Mun, Madam Chan Siew Meei, Encik Sonari Solor, Mr Ng Wah Tar, Encik Ahmad Fauzi Yahya, Tuan Syed Danial Syed Ariffin, Madam Tan Bee Lian, Encik Azizul Nizam Bidin.

Puncak Niaga Holdings Berhad Annual Report 2002 28 Puncak Niaga Holdings Berhad Annual Report 2002 29 Senior Management

Encik Azizul Nizam Bidin, aged 35, Malaysian Executive Director, Puncak Seri (M) Sdn Bhd

Encik Azizul was appointed Executive Director of Puncak Seri (M) Sdn Bhd, a wholly-owned subsidiary of PNHB on 24 September 1998. He holds a Diploma in Management from the Malaysian Institute of Management (MIM) and a Diploma in Hotel Management from Stamford College Group.

In late 1996, Encik Azizul set-up a family owned company focusing in the automotive industry. Through his achievements and experiences as an entrepreneur for 11 years, he has also participated in joint ventures or partnerships with Multi National Companies (MNCs) from countries such as USA, Australia and South Korea which offer domestic services in Malaysia.

In addition to his involvement in entrepreneurship and politics, he is also active in contributing his leadership qualities in Yayasan GerakBakti Kebangsaan (YGK) and is a committee member of The Sultan Abdul Hamid College Old Collegians Association (SAHOCA).

Encik Ibrahim Ismail, aged 46, Malaysian Senior General Manager, Corporate Communications

Encik Ibrahim joined PNSB in April 1997 as General Manager of the Corporate Affairs Division. He graduated with a Bachelor of Laws Degree in 1981 from the University of Malaya and holds a Master of Laws Degree obtained in 1989 from the University of London. He began his legal career with the Judicial & Legal services, serving as a Magistrate from 1981 to 1982. He left the service to join a private practice and was the Dean for the Faculty of Law at Universiti Kebangsaan Malaysia (1988-1992). He served with Petronas as Senior Legal Counsel in its Gas Division (1995-1996) and Senior Manager for the Market Development Department of Malaysia LNG Tiga Sdn Bhd (1996-1997).

He has 22 years’ experience in various aspects of litigation, conveyancing and corporate work. He is currently the Senior General Manager of the Corporate Communications Department.

Ir Loh Kit Mun, aged 49, Malaysian Senior General Manager, Operations II

Ir Loh joined PNSB in April 1998 and oversees the operation, maintenance and rehabilitation of 26 WTPs, contract supervision, dam operations, water resources, environmental matters and initial development of the Geographical Information System (GIS). Upon graduation from the University of Malaya with a Bachelor of Civil Engineering Degree in 1978, he worked as an Engineer with the Drainage and Irrigation Department (1978-1980). Then he served as Chief Engineer (last designation) at SMHB Sdn Bhd (1980-1993), Associate at Ranhill Bersekutu Sdn Bhd (1993-1995) and General Manager (Infrastructure)

Puncak Niaga Holdings Berhad Annual Report 2002 30 at KL Linear City Sdn Bhd (1995-1998). His 25 years of working experience covers areas pertaining to irrigation drainage, hydrology, water resources and supply, design and construction of dams, river engineering, drainage and flood mitigation, infrastructure development, environmental assessment, development of GIS, management of engineering projects and operation of water treatment plants.

Madam Tan Bee Lian, aged 37, Malaysian Senior General Manager, Secretarial/Group Company Secretary

Madam Tan has more than 14 years of corporate secretarial experience in both private and public listed companies. She joined PNSB in November 1994 as Company Secretary. She has been the Group Company Secretary of the PNHB Group since January 1998. In January 2003, she was promoted to Senior General Manager, Secretarial. Madam Tan is a Fellow of both the Malaysian Association of the Institute of Chartered Secretaries and Administrators (MAICSA) and the Institute of Company Secretaries Malaysia (ICSM). Prior to joining PNSB, she worked in the Secretarial & Legal Department of Project Lebuhraya Utara-Selatan Berhad (PLUS) and was the Assistant Company Secretary of Metramac Corporation Sdn Bhd/Metacorp Berhad, a company listed on the Second Board of the Kuala Lumpur Stock Exchange.

On 22 July 2002, Madam Tan emerged as the winner of the ROC-MAICSA Company Secretary Award 2001 for the Listed Company Category in recognition of her excellence, competence and professionalism as a Chartered Secretary.

Encik Ahmad Fauzi Yahya, aged 42, Malaysian General Manager, Human Resources & Administration

Encik Ahmad Fauzi joined PNSB in January 2002 as General Manager, Human Resources & Administration. His responsibilities include to develop and implement the Group's Human Resources policies as approved by the Board and to maintain good working relations with the Group's in-house unions. He graduated from the Eastern Michigan University, USA, with a Bachelor of Business Administration degree majoring in Human Resource Management. He has 17 years of extensive working experience in Japanese and American multinational companies and has exposure in various disciplines such as human resources, public relations, marketing and sales. His last employment was with Mobil Oil Malaysia Sdn Bhd (now known as ExxonMobil Malaysia), where he served since 1991.

Puncak Niaga Holdings Berhad Annual Report 2002 31 Senior Management

Madam Chan Siew Meei, aged 46, Malaysian General Manager, Legal

Madam Chan joined PNSB in May 1998 as General Manager, Legal. She obtained her Bachelor of Laws Degree from the University of Malaya in 1981. During the course of her 22-year career, Madam Chan has served as an Advocate and Solicitor, lecturer, company secretary and as legal adviser to two public listed companies. Her employment portfolio covers very diverse activities ranging from the timber and plantation sectors to engineering, property and manufacturing. As such, apart from her legal and corporate duties, she has attained considerable experience in administration, human resources and company secretarial work.

Madam Loh Lim Chai Kheng, aged 42, Malaysian General Manager, Executive Chairman’s Office

Madam Loh Lim joined PNSB as General Manager, Executive Chairman’s Office in November 2000. Her portfolio covers feasibility assessment of potential investments and projects, planning and setting up of new projects and investments, including assisting in drawing up financing, agreements and systems set up. She is a member of the Malaysian Institute of Certified Public Accountants (MICPA) and the Malaysian Institute of Accountants (MIA). Madam Loh Lim has 20 years of working experience in the areas of audit, accounting, corporate finance, company secretarial and operations.

Mr Ng Wah Tar, aged 39, Malaysian General Manager, Finance & Accounts

Mr Ng commenced his articleship with an accounting firm in 1984. He is a member of the Malaysian Institute of Accountants (MIA) and the Malaysian Institute of Certified Public Accountants (MICPA). After spending 10 years in the accounting profession where he last served as Audit Manager for 3 years, he joined United Engineers (M) Berhad (UEM) as the Accountant of its Trading Division in 1994. He was subsequently promoted to Senior Manager, Finance in 1997 and subsequently transferred to the Management Services Division overseeing the finance and accounting functions of UEM. After serving UEM for 6 years, Mr Ng joined PNSB in March 2000 as General Manager, Finance & Accounts.

Puncak Niaga Holdings Berhad Annual Report 2002 32 Encik Sonari Solor, aged 46, Malaysian General Manager, Internal Audit

Encik Sonari has more than 15 years’ experience in auditing and accountancy in public listed companies dealing in property development, manufacturing, timber and consultancy services. He is a member of the Malaysian Institute of Accountants (MIA) and a fellow member of The Chartered Association of Certified Accountants (UK). He also holds a professional qualification from the Chartered Institute of Management Accountants (UK). Prior to joining PNSB in 1998, Encik Sonari served as Group Divisional Chief, Internal and Management Audit of Land & General Berhad, Chief Operating Officer of Sepakat Computer Consultants Sdn Bhd, Audit Manager of DMIB Berhad and Accountant of Utusan Melayu Berhad.

Tuan Syed Danial Syed Ariffin, aged 45, Malaysian General Manager, Operations I

Tuan Syed Danial graduated in 1981 with a BSc. (Hons) Degree in Civil Engineering from University of Aston in Birmingham, United Kingdom. He joined PNSB in December 1995 and currently holds the position of General Manager, Operations I Department. Prior to joining PNSB, he worked with the Pahang Public Works Department for 10 years, holding positions from Project Engineer (1981-1983) to District Engineer for JKR Cameron Highlands (1983-1991) and the Selangor Water Works Department between 1991 to 1995 whereby he was the Senior Project Engineer overseeing the construction of the Sungai Selangor Phase 1 Project.

Puncak Niaga Holdings Berhad Annual Report 2002 33 Vision & Mission Statements

Our Vision To Be The Leading And Dynamic Integrated Water Services Company. Our Mission •To provide a synergy of socio-economic products and services in the realm of water treatment, management and distribution and other related businesses.

•To cater to the increasing challenges in the demand for high quality water production and distribution through the continuous implementation of high quality standards, efficient services, human resources development, innovative technology and operational systems.

•To actively participate in regional and global business opportunities with linkages to the Company’s core activities and related interests.

•To actively support and participate in programmes and activities aimed at uplifting the community’s living standards and value systems in line with the aspirations of Vision 2020.

•To address national and international concerns pertaining to the protection, conservation and enhancement of the natural environment we live in.

Puncak Niaga Holdings Berhad Annual Report 2002 34 Puncak Niaga Holdings Berhad Annual Report 2002 35