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TELLING IT AS IT IS ANNUAL REPORT 2017 EMBRACING CHANGES AND EVOLVING WITH MEDIA AND TECHNOLOGY Corporate Information & Profile of Directors 2 Audit and Risk Management Committee Report 12 - 13 Key Senior Management & Management Team 3 Financial Statements 14 - 29 Chairman’s Statement 4 Recurrent Related Party Transactions 29 Management Discussion and Analysis 5 Statistics on Shares 30 Events, Promotions and CSR 6 - 7 Other Information 30 Statement on Corporate Governance 8 - 11 Notice of Annual General Meeting 31 - 32 Statement on Risk Management and Internal Control 12 Proxy Form 33 2 ANNUAL REPORT 2017 • BERJAYA MEDIA BERHAD (Company No: 290601-T) CORPORATE INFORMATION BOARD OF DIRECTORS AUDIT AND RISK REGISTERED OFFICE AUDITORS Dato’ Sri Robin Tan Yeong Ching MANAGEMENT Deloitte PLT COMMITTEE Lot 13-01A, Level 13 (East Wing) - Chairman, Non-Independent Berjaya Times Square Chartered Accountants Non-Executive Director Loh Chen Peng (Chairman) No.1, Jalan Imbi Level 16 Menara LGB Chan Kien Sing Datuk Seri Azman Bin Ujang 55100 Kuala Lumpur 1 Jalan Wan Kadir - Non-Independent Executive Director Dato’ Sri Robin Tan Yeong Ching Tel : 03-2149 1999 Taman Tun Dr Ismail Loh Chen Peng 60000 Kuala Lumpur - Independent Non-Executive Director NOMINATING COMMITTEE Fax: 03-2143 1685 Datuk Seri Azman Bin Ujang Tel: 03-7610 8888 Datuk Seri Azman Bin Ujang (Chairman) - Independent Non-Executive Director SHARE REGISTRAR Fax: 03-7726 8986 Dato’ Sri Robin Tan Yeong Ching Berjaya Registration Services Sdn Bhd Loh Chen Peng SECRETARIES Lot 06-03, Level 6 (East Wing) STOCK EXCHANGE Tham Lai Heng Michelle LISTING REMUNERATION Berjaya Times Square (MAICSA 7013702) No.1, Jalan Imbi Main Market of Bursa Malaysia Securities COMMITTEE Berhad Wong Siew Guek 55100 Kuala Lumpur (MAICSA 7042922) Dato’ Sri Robin Tan Yeong Ching Stock Short Name: BJMEDIA (Chairman) Tel: 03-2145 0533 Stock Code: 6025 Loh Chen Peng Fax: 03-2145 9702 Datuk Seri Azman Bin Ujang PROFILE OF DIRECTORS DATO’ SRI ROBIN TAN CHAN KIEN SING LOH CHEN PENG DATUK SERI AZMAN BIN YEONG CHING UJANG 60 years of age, Malaysian, Male 63 years of age, Malaysian, Male 43 years of age, Malaysian, Male Non-Independent Executive Director Independent Non-Executive Director 66 years of age, Malaysian, Male Independent Non-Executive Director Chairman He was appointed to the Board as an He was appointed to the Board as an Non-Independent Non-Executive Director Executive Director on 26 February 2008. Independent Non-Executive Director on 8 He was appointed to the Board as an January 2003. He is the Chairman of the He was appointed to the Board as Independent Non-Executive Director on He is a member of The Malaysian Institute Audit and Risk Management Committee Chairman and Non-Independent Non- 21 July 2008. He is the Chairman of the of Certified Public Accountants and and a member of the Remuneration Executive Director on 1 April 2010. He Nominating Committee and a member Malaysian Institute of Accountants. Having Committee and Nominating Committee. is also the Chairman of the Remuneration of the Audit and Risk Management articled with Messrs Peat Marwick Mitchell Committee and Remuneration Committee. Committee and a member of the (now known as KPMG) from 1975 to 1981, He started his career in 1975 when he Nominating Committee and Audit and he subsequently joined Arab-Malaysian joined Deloitte and articled to complete He began his 36 years career with Risk Management Committee. Merchant Bank Berhad (now known as the professional examinations of the Malaysian National News Agency Malaysian Institute of Certified Public He graduated with a Bachelor of Social AmInvestment Bank Berhad) specialising (“BERNAMA”) as a cadet reporter in 1971 Accountants (“MICPA”). He completed Science degree in Accounting/Law from in corporate finance until 1989 when he and was promoted to various editorial his professional examinations in 1980 and the University of Southampton, United joined Berjaya Group Berhad. positions before he rose to become was admitted as a member of the MICPA Kingdom, in 1995. He joined Berjaya Editor-in-Chief in 2004. He was made the Currently, he is a Director of Berjaya in 1981. Group Berhad in 1995 as an Executive General Manager of BERNAMA in March Corporation Berhad and Berjaya Sports 2007 before retiring from BERNAMA in and subsequently became the General He left Deloitte in 1980 and joined Arab- Toto Berhad. He is also the Managing June 2008 and subsequently appointed Manager, Corporate Affairs in 1997. Malaysian Merchant Bank Berhad, a Director of Sun Media Corporation Sdn as the Editorial Advisor of BERNAMA until merchant banking group during which he Currently, he is the Chairman and Chief Bhd and a Director of Berjaya Assets June 2009. He is currently the Chairman held several senior management positions Executive Officer of Berjaya Corporation Berhad, 7-Eleven Malaysia Holdings of BERNAMA and also a Director of in the areas of corporate advisory and Berhad, the Chief Executive Officer Berhad and International Lottery & Perbadanan Usahawan Nasional Berhad. corporate banking. He left the bank of Berjaya Sports Toto Berhad and an Totalizator Systems, Inc. United States of in September 1993 and thereafter Executive Director of Sports Toto Malaysia America. He also holds directorships in served as the Chief Operating Officer Sdn Bhd. He is also the Executive several other private limited companies. in the stockbroking firm of Inter-Pacific Chairman of Berjaya Food Berhad and the Securities Sdn Bhd for 4 months. In April Chairman of Sun Media Corporation Sdn 1994, he was involved in establishing Bhd and Informatics Education Limited, Phileo Allied Bank Berhad, a commercial Singapore. He is also a Director of bank and served as an Executive Director Atlan Holdings Bhd, Berjaya Golf Resort until 2001. He was a Director of Tropicana Berhad and KDE Recreation Berhad. He Corporation Berhad until his resignation also holds directorships in several other in February 2013. He had also served on private limited companies in the Berjaya the Boards of Director of AmBank (M) Corporation group of companies. Save as disclosed, none of the Directors have:- Berhad, AmInvestment Bank Berhad and His father, Tan Sri Dato’ Seri Vincent Tan AmIslamic Bank Berhad. He resigned from 1. any family relationship with any directors and/or Chee Yioun, is a major shareholder of the the boards of these banks in July 2014. major shareholders of the Company; Company. 2. any conflict of interest with the Company; He is now involved in some private ventures 3. any conviction for offences within the past 5 years and is an Independent Non-Executive other than traffic offences; and 4. any public sanction or penalty imposed by the Director of Bermaz Auto Berhad. relevant regulatory bodies during the financial year. ANNUAL REPORT 2017 • BERJAYA MEDIA BERHAD (Company No: 290601-T) 3 KEY SENIOR MANAGEMENT CHING CHUN KEAT FREDDIE NG PRASHUN DUTT 48 years of age, Malaysian, Male 55 years of age, Malaysian, Male 60 years of age, Indian, Male Executive Director Managing Editor Chief Marketing Officer He was appointed Executive Director of theSun He was appointed Managing Editor of theSun He joined theSun in November 2012. He in January 2017. in January 2012. He holds a London Chamber has 35 years working experience and is a of Commerce and Industry (LCCI) higher level recognised industry expert on media marketing He is a member of Malaysian Institute of Certificate, majoring in Accounting, Economics, techniques, media research, strategic analysis Accountants and Fellow Member of the Commercial Law, Commerce and Finance. He and integrated communications. He holds a Association of Chartered Certified Accountants. also holds a Certificate in Legal Studies from the Master of Arts from Calcutta University and is a Prior to joining an investment bank specialising Council for National Academic Accreditation Fellow of the Chartered Institute of Marketing in corporate finance in 1993, he was attached of the United Kingdom. He has more than 21 (UK). Besides driving the advertising sales and to a medium-sized audit firm. He joined years of working experience in the media and marketing functions plus circulation strategy, Berjaya Group Berhad in 1996. He is currently publishing industry. he is also on the Editorial Board and represents the Senior General Manager, Operations of the Company on industry bodies. Berjaya Group. He is a director of Berjaya Capital Berhad and also holds directorships in several other private limited companies. Save as disclosed, none of the Key Senior Management have :- 1. Any directorship in public companies and listed issuers; 2. Any family relationship with any Directors and/or major shareholders of the Company; 3. Any conflict of interest with the Company; 4. Any conviction for offences within the past 5 years other than traffic offences; and 5. Any public sanction or penalty imposed by the relevant regulatory bodies during the financial year. MANAGEMENT TEAM SUN MEDIA CORPORATION SDN BHD CHAN KIEN SING PETER YAP OPERATIONS Managing Director Supplement and Fashion & Beauty Editor RICKY NG YOOI MENG CHEN TEE KERK Financial Controller CHING CHUN KEAT Head, Graphic JEREMY TAN TEIK BOON Executive Director JOHARISHAM Senior Manager, Production Head, Design GURUNATHAM A/L GOPAL EDITORIAL TEO KAH KEONG Senior Manager, Distribution Channels Foreign Editor FREDDIE NG SASEETHARAN A/L GOPAL Managing Editor AZLAN BIN MOHD RAMLI Senior Manager, Information Technology Special Projects and Motoring Editor KONG SEE HOH MUHAMMAD