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Staying The Course Clear about Our Customers Clear about Our People Clear about Our Responsibilities Annual Report 2014 Staying The Course Clear about Our Customers Clear about Our People Clear about Our Responsibilities Annual Report 2014 VISION & MISSION OUR To Be A Leading Regional Integrated Water, Wastewater And Environmental Solutions Provider VISION And To Emerge As A Signifi cant Player In The Oil & Gas Sector. OUR To meet the increasing challenges in the demand for high quality water supply, wastewater and MISSION environmental systems through the continuous implementation of high quality standards, effi cient services, human capital development, innovative technologies and operational systems. To share our experience and offer our expertise through Smart Business Partnerships, Public Private Partnerships or other innovative business models. To actively participate in local, regional and global business opportunities with linkages to the Company’s core activities, waste water & solid waste management, environment management and oil & gas sectors. 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. Water & Oil & Gas Construction Environment Waste Water CONTENTS ABOUT OUR US STRUCTURE Vision & Mission 4 Puncak Values 29 Organisation Structure 5 About This Report PNHB 6 Letter To 30 Corporate Structure Shareholders 14 Corporate Profi le 17 Corporate Information 20 2014 PNHB Group Fact Sheet 22 Milestones 24 Puncak News 26 Corporate Achievements 28 2014 Key Highlights OUR PERFORMANCE LEADERSHIP REVIEW 32 Board Of Directors 56 Five-Year 34 Board Of Directors’ Profi le Financial Highlights 44 Key Personnel Profi le – 57 Five-Year PNHB Group Group Performance 58 Share Price & Volume Traded 59 Financial Calendar OPERATIONS SUSTAINABILITY REVIEW REPORTING ACCOUNTABILITY 60 Operations Review: 80 Sustainability In The 122 Statement On Puncak Niaga (M) Sdn Bhd Marketplace Corporate Governance 68 Operations Review: 96 Sustainability In The 150 Statement On Syarikat Bekalan Air Selangor Workplace Risk Management And Sdn Bhd 110 Sustainability In The Internal Control 74 Operations Review: Environment 156 Audit Committee Report Puncak Oil & Gas Sdn Bhd, 114 Sustainability In The 164 Corporate GOM Resources Sdn Bhd Community Disclosure Policy And KGL Ltd. 118 Corporate Events 165 Corporate Social 78 Operations Review: Responsibility Policy Puncak Niaga Construction 166 Health, Safety And Sdn Bhd Environmental Policy 167 Investor Relations Policy & Report 170 Quality Policy & Report 172 Statement Of Directors’ Responsibility For Preparation Of Financial Statements FINANCIAL OTHER NOTICE OF STATEMENTS INFORMATION AGM 173 Financial Statements 323 Analysis On 339 Notice Of Securities Of Company Annual General Meeting 329 List Of Properties 343 Statement Accompanying 331 GRI Index The Notice Of Annual General Meeting Proxy Form Personal Data Notice PUNCAK VALUES Our Company’s values, the PUNCAK Values shape our organisational culture and guide the way we run our business. They are integrated into our business processes and our core values. At PUNCAK, we are and continuously seek to be: PASSIONATE about our business for sustainable P performance. UNITED as one in our corporate responsibility strategy to align with our Vision to be the Leading Regional Integrated Water, Wastewater And Environmental Solutions U Provider And To Emerge As A Signifi cant Player In The Oil & Gas Sector. NURTURE our human capital towards an exemplary N workforce. CORPORATE GOVERNANCE guides the way we run our C business in an evolving global business environment. ACCOUNTABLE for all our actions and engagement process A with our stakeholders. KNOWLEDGEABLE in all aspects of our business operations and continue to be the trusted and reliable K provider of clean water supply. 4 PUNCAK NIAGA HOLDINGS BERHAD ABOUT US STRUCTURE OUR ABOUT THIS REPORT LEADERSHIP OUR This report provides our stakeholders with In line with our commitment to good governance, we information about our business approach believe in the value of transparency and its power to and performance, both fi nancial and non- build confi dence among all those who benefi t from fi nancial. It presents a holistic overview of our services. We therefore continue to provide public PERFORMANCE our operations as well as setting out our information about the ways in which our business benefi ts both the society and the nation. REVIEW objectives, mission and vision present and for the future. It aims to give a clear and The GRI G3.1 Content Index which can be found on comprehensive account of our organisation, pages 331 to 338 of this Annual Report serves as a and to demonstrate our ongoing transition to navigation tool and our disclosure on each indicator an ever more sustainable business model. is refl ected in this table. We will continue to improve the level of disclosure in our future Reports. OPERATIONS In the conduct of its business, Puncak Niaga Holdings REVIEW Bhd (“PNHB”) Group is committed to uphold the Coverage principles of good corporate governance and to This report covers PNHB and its subsidiaries. practise its core values of quality, value, service, Underpinning this report is a discussion of risks and innovation and trust which have been an integral to material issues. its success over the years. SUSTAINABILITY Reporting Scope REPORTING In line with our Corporate Vision and Mission, we The report refers to the period from 1 January 2014 seek to be environmentally responsible by protecting, to 31 December 2014 (unless indicated otherwise at conserving and enhancing our natural environment in certain points), and: all aspects of our business operations. • refers to all activities of the PNHB Group (including ACCOUNTABILITY The Sustainability section of this report has been principal subsidiaries) prepared in accordance with the guidelines of the • addresses all operations of the PNHB Group Global Reporting Initiative (“GRI”), G3.1 application • contains quantitative and qualitative results for level A. The GRI indicator index at the end of the reported indicators report shows how comprehensively we have adopted the GRI G3.1. Feedback This report is available to all stakeholders in hard STATEMENTS Where Group-wide information is not available, we copy on request and can be downloaded from our FINANCIAL have provided performance data representative of website. All comments, thoughts and remarks can be our general approach. In this report, we have also directed to:- tracked performance data and statistics to date and evaluated our progress towards achieving PUNCAK NIAGA HOLDINGS BERHAD our targets. Wisma Rozali, No. 4, Persiaran Sukan Seksyen 13, 40100 Shah Alam INFORMATION Corporate governance and adherence to ethical Selangor Darul Ehsan OTHER values have always been a priority for PNHB. We Telephone : +603 5522 8589 are aware that sincere and honest communication Fax : +603 5512 0220 adds value to the Group. We are committed to Email : [email protected] expanding our reporting over time so as to provide our stakeholders with more details and transparency about our aspirations, goals, challenges and NOTICE OF AGM achievements. ANNUAL REPORT 2014 5 LETTER TO SHAREHOLDERS DEAR VALUED SHAREHOLDERS, the Extraordinary General Meeting (“EGM”) held on 7 January 2015 approved the Proposed Disposals. 2014 MARKED A TURNING POINT IN THE At the EGM, the shareholders also approved the ANNALS OF THE HISTORY OF PUNCAK NIAGA Special Dividend of a minimum amount of RM1.00 HOLDINGS BHD (“PNHB” OR “THE COMPANY”) per ordinary share of RM1.00 each (excluding the GROUP’S CORPORATE JOURNEY, WITH AN treasury shares of the Company) up to a maximum AMICABLE RESOLUTION FINALLY REACHED distribution amount of RM534.3 million (“Special ON THE PROPOSED RESTRUCTURING OF THE Dividend”) which was proposed by the Board of WATER SERVICES SECTOR IN THE STATE OF Directors to reward its shareholders for their support SELANGOR AND THE FEDERAL TERRITORIES OF and loyalty to the Company over the years. KUALA LUMPUR AND PUTRAJAYA (“PROPOSED WATER SERVICES RESTRUCTURING”). On PNHB’s part, all Conditions Precedent (“CPs”) which are to be fulfi lled by PNHB under the SPA On 11 November 2014, the Company signed the had been met as announced by the Company on conditional sale and purchase agreement (“SPA”) 10 March 2015. We hope to complete the Proposed with Pengurusan Air Selangor Sdn Bhd (formerly Disposals by mid 2015 as both the Company and Air known as Temasek Tiasa Sdn Bhd) (“Air Selangor”), Selangor had on 10 April 2015 mutually agreed to a a wholly owned subsidiary of Kumpulan Darul Ehsan further extension until 11 May 2015 for the fulfi lment Berhad (“KDEB”), which is owned by the Selangor of the CPs as stated in the SPA. State Government for the proposed disposal by the Company of its entire equity interest and cumulative This is also good news for consumers in Selangor convertible redeemable preference shares held in and the Federal Territory of Kuala Lumpur as it Puncak Niaga (M) Sdn Bhd (“PNSB”) and its 70% paves the way for the smooth implementation of the equity interest and RM212.0 million nominal value of Langat 2 water treatment plant (“WTP”) which will redeemable convertible unsecured loan stocks held provide additional treated water supply capacity