Puncak Niaga Gets Nod to Buy Triplc for Rm210mil Cash a Game
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Annual Report 2017 THE NEXT CHAPTER Puncak Niaga gets nod to buy TRIplc for RM210mil cash PETALING JAYA: Puncak Niaga Holdings Bhd has received the Securities Commission’s (SC) nod to acquire TRIplc Group for RM210mil cash. Puncak Niaga is buying the entire issued share capital in TRIplc from Pimpinan Ehsan Bhd to enhance its construction revenue and long- term growth prospects. Puncak Niaga, which has a market value of RM339.9mil, told Bursa Malaysia that TRIplc must meet the profit requirements of the SC’s equity guidelines of having an audited after-tax profit of at least RM6mil for the financial year ended May 31, 2017, prior to commencement of the acquisition. A Game Changer For Us In 2017 On 3 July 2017, Puncak Niaga’s 90% owned sub-subsidiary Danau Semesta Sdn Bhd had completed the acquisition of Danum Sinar Sdn Bhd. The acquisition of the oil palm plantation company has added a total area of 46,674 hectares of plantation land in Sarawak to our Group’s assets. THE NEXT CHAPTER PUNCAK NIAGA GROUP As we seek to grow our FACT SHEET business and deliver value to our stakeholders, we recognise that our next chapter will be the NUMBER OF SHARES ISSUED Group’s new business direction AS AT 31 DECEMBER 2017 in the oil palm plantation 449,283,784 sector whilst retaining our core businesses and competencies SHARE CAPITAL in the water and wastewater, AS AT 31 DECEMBER 2017 sewerage, environmental RM554,662,005 engineering and construction sectors. This represents an WARRANTS MATURITY DATE exciting and challenging 20 JULY 2018 journey ahead for us as we embark on our next chapter of NUMBER OF UNCONVERTED WARRANTS growth. AS AT 31 DECEMBER 2017 5,269,720 LIST OF CORPORATE MEMBERSHIPS MEMBER SINCE 1. Malaysia South-South Association (MASSA) 1995 2. Federation of Public Listed Companies (FPLC) 1997 3. Malaysian Employers Federation (MEF) 1999 4. Malaysian Industry-Government Group for High Technology (MIGHT) 2001 5. Malaysian-German Chamber of Commerce and Industry (MGCC) 2002 6. Malaysian-French Chamber of Commerce and Industry (MFCCI) 2002 7. Malaysia-Russia Business Council 2002 8. British Malaysian Chamber of Commerce (BMCC) 2003 9. Malaysia-Japan Economic Association (MAJECA) 2003 10. Commonwealth Partnership for Technology Management (CPTM) 2003 11. Institute of Marketing Malaysia (IMM) 2003 12. Singapore Water Association 2006 13. Malaysian Investors Relations Association (MIRA) 2008 14. Environmental Management & Research Association of Malaysia (ENSEARCH) 2009 15. Malaysia External Trade Development Corporation (MATRADE) 2012 16. Arab-Malaysian Chamber of Commerce 2012 17. EU-Malaysia Chamber of Commerce and Industry 2012 KEY HIGHLIGHTS 2017 ON 3 JULY 2017 Puncak Niaga completed the proposed acquisition of the entire stake of Danum Sinar Sdn PNCSB achieved Bhd by Danau Semesta Sdn Bhd ZERO LOSS TIME with 46,674 hectares of oil palm plantation land in Sarawak. INJURY IN 2017 Puncak Niaga’s Market Capitalisation as at 31 December 2017 stood at RM277.3 MILLION Puncak Niaga Puncak Niaga was awarded was awarded the ‘ASIA BEST BIZZ AWARD EMPLOYER BRAND on 27 July 2017 AWARD 2017’ on 1 August 2017 21ST ANNUAL GENERAL MEETING OF PUNCAK NIAGA HOLDINGS BERHAD Concorde I, Level 2, Concorde Hotel Shah Alam, Wednesday 9.30 No. 3, Jalan Tengku Ampuan Zabedah C9/C, 40100 Shah Alam, 30 May 2018 A.M. Selangor Darul Ehsan TABLE OF CONTENTS 1 ABOUT US 2 OUR YEAR AT A GLANCE 4 Puncak Vision & Mission And Values 6 Five-Year Financial Highlights 5 About This Report 7 Five-Year Group Performance 8 Share Price & Volume Traded 9 Financial Calendar 7 HOW WE ARE 6 OUR LEADERSHIP GOVERNED AND THEIR ROLES 60 Board Of Directors’ Profile 76 Corporate Governance Overview Statement 70 Key Personnel Profile - Puncak Niaga Group 88 Audit Committee Report 92 Additional Compliance Information 93 Statement On Risk Management And Internal Control 100 Corporate Disclosure Policy 101 Corporate Social Responsibility Policy 102 Health, Safety And Environmental Policy 103 Investor Relations Policy & Report 105 Quality Policy 8 106 Board Diversity Policy OUR FINANCIAL 107 Diversity Policy NUMBERS 108 Statement On Directors’ Responsibility For Preparation Of Financial Statements 110 Approaching Our Financial Statements 112 Financial Statements NEW FEATURES IN THIS REPORT Tells you where you can find more Tells you where you can find more information online at information in the Annual Report. www.puncakniaga.com.my 3 OUR ORGANISATION’S 4 MESSAGE TO D.N.A. SHAREHOLDERS 10 Corporate Profile 16 Chairman’s Letter To Shareholders 12 Corporate Information 22 Management Discussion And Analysis 14 Corporate Structure 15 Organisation Structure 5 HOW WE CREATE VALUE THROUGH SUSTAINABILITY 42 Sustainability Performance On Material Issues – Creating Economic Value 38 Sustainability Statement 46 Sustainability Performance On Material Issues – Introduction – Environmental Value – Sustainability Governance 50 Sustainability Performance On Material Issues – Public Policy – Value To Our Employees – Scope 57 Sustainability Performance On Material Issues – Stakeholder Engagement – Value To Our Communities – Materiality 58 Corporate Events 9 OTHER 10 NOTICE OF 11 OTHERS INFORMATION AGM 231 Analysis On Securities 243 Notice Of 21st Annual • Proxy Form Of Company General Meeting • Personal Data Notice 236 List Of Properties 246 Statement Accompanying The Notice Of 21st Annual 239 GRI G4 Content Index General Meeting PUNCAK NIAGA HOLDINGS BERHAD Puncak Vision & ANNUAL REPORT 2017 Mission And Values To Be The Leading Regional Integrated Water, Wastewater And Environmental Solutions OUR VISION Provider With Involvement In The Oil And Gas Sector And To Emerge As A Prominent Player In The Plantation And Property Development Sectors. • To meet the increasing challenges in the demand for water, wastewater and environmental OUR MISSION engineering, property development, plantation and construction sector through the continuous implementation of strategic planning, high quality standards, efficient services, human capital development, innovative technologies and operational systems. • To actively participate in local, regional and global business opportunities with linkages to the Company’s core activities. • To share experience and offer our expertise through Smart Business Partnerships, Public Private Partnerships or other innovative business models in order to expand business growth. Our Company’s values, the PUNCAK Values shape our organisational culture and guide the way we PUNCAK run our business. They are integrated into our business processes and our core values. VALUES At PUNCAK, we are and continuously seek to be: P Passionate about our business for sustainable performance. U United as one in our corporate responsibility strategy to align with our Vision To Be The Leading Regional Integrated Water, Wastewater And Environmental Solutions Provider With Involvement In The Oil & Gas Sector And To Emerge As A Prominent Player In The Plantation And Property Development Sectors. N Nurture our human capital towards an exemplary workforce. C Corporate Governance guides the way we run our business in an evolving global business environment. A Accountable for all our actions and engagement process with our stakeholders. K Knowledgeable in all aspects of our business operations and continue to be the trusted and reliable service provider. 4 1 ABOUT US 2 3 4 5 6 7 8 9 10 11 About This Report BOUNDARY AND THE NEXT CHAPTER REPORTING PERIOD Puncak Niaga Holdings Berhad (Puncak Niaga) This report refers to the period 1 January 2017 to 31 December 2017 is committed to creating long-term sustainable value (unless otherwise specified) and: for our stakeholders through the Group’s operations and within our diverse business units. This report à refers to all activities of Puncak Niaga Group (including principal highlights our operating environment, along with subsidiaries) challenges encountered and our achievements for à addresses all operations of Puncak Niaga Group the year 2017 as we continue with our value creation à contains quantitative and endeavours. qualitative results for all indicators presented for the last three (3) years (unless otherwise specified) As we embark on the next chapter This report is aimed at a broad audience of our business growth and value of our stakeholders, including employees, creation journey, we remain committed local communities, non-governmental FEEDBACK to upholding corporate governance organisations (NGOs), customers and and ethical business practices as the the government. Our disclosures adhere Comments, thoughts or remarks, if any, foundations of our organisation. Our to requirements of the Malaysian may be directed to: report aims to provide a transparent, Code on Corporate Governance 2017 balanced and comprehensive (MCCG 2017), the Main Market Listing PUNCAK NIAGA HOLDINGS BERHAD account and analysis of our strategy, Requirements (MMLR) of Bursa Malaysia c/o Secretarial Department performance and prospects in relation Securities Berhad and Sustainability 10th Floor, Wisma Rozali to material financial, economic, social, Guidelines, and the Core option of the No. 4, Persiaran Sukan environmental and governance issues. Global Reporting Initiative (GRI) G4 Seksyen 13 Our sustainability performance focuses Sustainability Reporting Guidelines. 40100 Shah Alam on material issues that affect the long- Details of compliance with GRI G4 Selangor Darul Ehsan term success of our business, relating indicators can be found on pages 239 to to any significant impacts we may have