The All-In-One Media Powerhouse
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THE ALL-IN-ONE MEDIA POWERHOUSE annual report 2011 THE ALL-IN-ONE MEDIA POWERHOUSE Media Prima Berhad, Malaysia’s foremost media powerhouse and the only media group in Southeast-Asia to offer an integrated and comprehensive media solution con- tinues to grow from strength to strength. In 2011, we embarked on a group inte- gration programme to consolidate our TV networks and print operations; ex- pand our radio, outdoor and online op- erations; as well as enhance the synergies and cross-promotions within the Group’s stable of media assets. As a result, Group synergies and business performance were elevated, operational efWciencies were enhanced, and solid developmental and game-changing measures were brought into play. Today, a new and improved Media Prima continues to empower stakeholders and remains the media provider of choice through meeting entertainment and informational needs in a truly integrated and interactive manner. Media Prima operates four free-to-air (FTA) television channels - TV3, ntv7, 8TV and TV9. The four stations collectively command 47% of the nationwide viewership Wgures. Source: Nielsen Audience Measurement The Group owns The New Straits Times Press (Malaysia) Berhad (NSTP), one of Malaysia’s largest publishing groups with newspaper titles such as New Straits Times, Berita Harian and Harian Metro. The latter is Malaysia’s No.1 Bahasa Malaysia newspaper and newspaper portal. Source: ABC Malaysia The Group’s New Media outWt continues to make Media Prima's Outdoor media strong inroads as it platform comprising brands such leverages on its online as Big Tree Outdoor, Gotcha, and mobile platforms, UPD, The Right Channel and including Malaysia's No. 1 Kurnia Outdoor, holds the market video portal, Tonton, leader position in the outdoor to strategically position media segment and commands itself for further growth. a hefty 43% share of the market. Media Prima’s content creation arm, Primeworks Studios has grown to become the nation’s premier content production company with a string of award-winning television programmes, movies and documentaries to its name. The Group now has the second largest reach in terms of combined Malaysia radio channel listener number. 1 Contents annual report 2011 CORPORATE REVIEW 2 Notice of Annual General Meeting 4 Statement Accompanying Notice of Annual General Meeting 5 Corporate Information 8 Corporate Structure 10 Organisational Structure 14 Board of Directors 16 Board of Directors’ ProWle 21 Senior Management 32 Statement on Corporate Governance 49 Additional Compliance Information 51 Statement on Internal Control 56 Statement on Risk Management 61 Audit Committee Report 70 5-Year Financial Highlights 72 Share Price Chart 73 Viewership, Listenership & Readership Data 76 Chairman’s Statement 86 Review of Operations 102 Corporate Responsibility 108 Calendar of Events 114 Awards and Recognition FINANCIAL STATEMENTS Directors’ Report 122 Statements of Comprehensive Income 127 Statements of Financial Position 129 Consolidated Statement of Changes in Equity 131 Statement of Changes in Equity 133 Statements of Cash Flows 134 Summary of SigniWcant Accounting Policies 136 Notes to the Financial Statements 157 Statement by Directors 229 Statutory Declaration 229 Independent Auditors’ Report 230 ADDITIONAL INFORMATION 232 Analysis of Shareholdings 235 Analysis of Warrant Holdings 238 List of To Ten Properties held by the Group 239 Group Directory • Proxy Form 2 Media Prima Berhad Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Eleventh (11th) Annual ORDINARY RESOLUTION General Meeting of MEDIA PRIMA BERHAD (“the Company”) will be held at Topaz Ballroom (Level G), One World Hotel, First 6. Proposed Renewal of Share Buy-Back Authority Avenue, Bandar Utama City Centre, 47800 Petaling Jaya, Selangor, Malaysia on Thursday, 19 April 2012 at 10.00 a.m. for “THAT, subject always to the Companies Act, 1965, the the following purposes: provisions of the Memorandum and Articles of Association of the Company, the Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad AGENDA (“Bursa Securities”) and the approvals of all relevant governmental and/or regulatory authorities (if any), the 1. To receive and adopt the Statutory Financial Statements for Company be and is hereby authorised, to the extent the Wnancial year ended 31 December 2011 and the permitted by law, to purchase such amount of ordinary Reports of the Directors and Auditors thereon. shares of RM1.00 each in the Company (“Shares”) as may (Resolution 1) be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem Wt and expedient in 2. To re-elect the following Directors who will retire in the interest of the Company provided that: accordance with Articles 100 and 101 of the Company’s Articles of Association and being eligible, have offered (i) the aggregate number of Shares purchased pursuant themselves for re-election: to this resolution does not exceed 10 percent of the total issued and paid-up share capital of the Company (i) Datuk Johan bin Jaaffar (Resolution 2) subject to a restriction that the issued and paid-up share capital of the Company does not fall below the (ii) Dato’ Amrin bin Awaluddin (Resolution 3) applicable minimum share capital requirement of the Listing Requirements; (iii) Datuk Ahmad bin Abd Talib, JP (Resolution 4) (ii) an amount not exceeding the Company’s retained (iv) Dato’ Fateh Iskandar bin Tan Sri Dato’ proWt and/or the share premium account at the time Mohamed Mansor (Resolution 5) of the purchase(s) will be allocated by the Company for the Proposed Share Buy-Back; and 3. To approve a Wnal single tier dividend of 5.0 sen per ordinary share for the Wnancial year ended 31 December 2011. (iii) upon completion of the purchase by the Company of (Resolution 6) its own Shares, the Directors of the Company are authorised to deal with the Shares so purchased in 4. To approve the Directors’ fees of RM435,000.00 for the any of the following manner: Wnancial year ended 31 December 2011. (Resolution 7) (a) cancel the Shares so purchased; 5. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to Wx their (b) retain the Shares so purchased as treasury remuneration. (Resolution 8) shares and held by the Company; or (c) retain part of the Shares so purchased as AS SPECIAL BUSINESS treasury shares and cancel the remainder. To consider and if thought Wt, to pass the following resolution AND THAT the authority conferred by this resolution will with or without modiWcations: commence upon the passing of this resolution until: (i) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the forthcoming 11th AGM, at which time it shall lapse, unless by an ordinary resolution passed at that meeting the authority is renewed, either unconditionally or subject to conditions; or CORPORATE FINANCIAL ADDITIONAL 3 annual report 2011 REVIEW STATEMENTS INFORMATION (ii) the expiration of the period within which the next AGM NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT is required by law to be held; or NOTICE IS ALSO HEREBY GIVEN that a Wnal single tier dividend (iii) revoked or varied by ordinary resolution passed by the of 5.0 sen per ordinary share for the Wnancial year ended shareholders of the Company at a general meeting; 31 December 2011, if approved by the shareholders at the Eleventh (11th) Annual General Meeting, will be paid on 13 July whichever occurs Wrst. 2012 to Depositors whose names appear in the Record of Depositors at the close of business on 15 June 2012. AND THAT authority be and is hereby given unconditionally and generally to the Directors of the Company to take all A Depositor shall qualify for entitlement to the dividend only in such steps as are necessary or expedient (including without respect of: limitation, the opening and maintaining of central depository account(s) under the Securities Industry (Central a. shares transferred into the Depositor’s Securities Account Depositories) Act, 1991, and the entering into of all other before 4.00 p.m. on 15 June 2012 in respect of transfers; agreements, arrangements and guarantee with any party or parties) to implement, Wnalise and give full effect to the b. shares deposited into the Depositor’s Securities Account aforesaid purchase with full powers to assent to any before 12.30 p.m. on 13 June 2012 in respect of shares conditions, modiWcations, revaluations, variations and/or exempted from mandatory deposit; and amendments (if any) as may be imposed by the relevant authorities and with the fullest power to do all such acts and c. shares bought on Bursa Securities on a cum entitlement things thereafter (including without limitation, the basis according to the Rules of Bursa Securities. cancellation or retention as treasury shares of all or any part of the repurchased Shares) in accordance with the Companies Act, 1965, the provisions of the Memorandum and Articles of Association of the Company and the BY ORDER OF THE BOARD requirements and/or guidelines of Bursa Securities and all other relevant governmental and/or regulatory authorities.” (Resolution 9) 7. To transact any other business for which due notice shall TAN SAY CHOON (MAICSA 7057849) have been received. TASNEEM MOHD DAHALAN (LS 6966) Company Secretaries Petaling Date : 27 March 2012 Notes: - 1. Only depositors whose names appear in the Record of Depositors as at 10 April 2012 shall be regarded as members and be entitled to attend and vote at the Eleventh (11th) Annual General Meeting. 2. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies (or in the case of a corporation, to appoint a representative) to attend and vote in his stead. A proxy need not be a member of the Company.