Annual Report 2008
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EDARAN OT O M O BIL N ASI O NAL BE RHAD (119767-X) Level 5, Wisma DRB-HICOM, No. 2, Jalan Usahawan U1/8, Seksyen U1, 40150 Shah Alam, Selangor Darul Ehsan Tel : 03-2052 8136 www.eon.com.my Fax : 03-2052 8099 A Member Of Annual Report 2008 Annual Report 2008 EON-ar08_FA.indd 1 7/24/08 2:42:10 PM MOVING FORWARD, DRIVING RESULTS The maze represents the challenges EON has undergone in finding a route to become clearly focused and determined as a Group, to gain leverage in becoming competitive. By surpassing all barriers, the Group is moving forward and driving results with resurging optimism and confidence. Annual Report 2008 Contents EON Corporate Profile 2 Statement on Corporate Governance 38 Financial Calendar 2 Statement on Internal Control 47 Vehicles Distributed by EON 4 Risk Management 49 Report of the Board Audit Committee 50 Notice of Annual General Meeting 6 Additional Compliance Information 55 Statement Accompanying Notice Statement of Directors’ Responsibility of Annual General Meeting 7 for Preparing the Financial Statements 56 Financial Highlights 8 Five Year Group Financial Summary 9 Corporate Social Responsibility 57 Corporate Information 10 Year 2007/2008 Events 59 Corporate Structure 12 Board of Directors’ Profile 14 Financial Statements 63 Senior Management 22 Analysis of Shareholding 110 Chairman’s Statement 24 List of Thirty (30) Largest Shareholders 111 Managing Director’s Review of Operations 30 Properties of EON Group 112 EON – Branches 116 EONMOBIL & Euromobil 118 EON Auto Mart – Branches 119 Corporate Directory 120 Proxy Form • EDARAN OTOMOBIL NASIONAL BERHAD 2 Annual Report 2008 Corporate Profile VISION CORE VALUES TO BE THE I - Integrity LEADING AND THE Carry out one’s roles and responsibilities in an honest and sincere manner MOST INNOVATIVE C - Customer Focused AUTOMOTIVE Create a positive experience for internal and external customers at all times RETAILER L - Learning Organisation Encourage continuous learning and promote the exchange of knowledge within EON MISSION I - Innovation TO PROVIDE Pursue new ideas to improve the quality of products and services offered EXCELLENT P - Pride CUSTOMER SERVICE Possess a sense of belonging and achievement of being part of the EON family DIVIDENDS FINAL FINAL Financial Year Ended Financial Period Ended 31 DEC 2006 31 MAR 2008 Financial Calendar Announcement Date 23 FEB 2007 27 MAY 2008 ended 31 March 2008 Entitlement Date 13 JUNE 2007 11 SEPT 2008 Payment Date 6 JULY 2007 30 SEPT 2008 3 DRB–HICOM BeRHAD (“DRB-HICOM”) IS AUTOMOTIVE ONE OF MALAYSIA’s LEADING COMPANIES The Group’s leadership within this sector is reflected through niche segmentation and LISTED ON THE MAIN BoARD of BURSA continued strategic alliances with renowned global names such as Isuzu, Kawasaki, Honda, MALAYSIA SecURITIES BeRHAD, PLAYING General Motors, Mahindra, Suzuki, Mitsubishi and Audi. DRB–HICOM continuously develop AN INTEGRAL ROLE IN THE NATIOn’s ROAD new business potentials and seek new alliances to strengthen their base further. TO INDUSTRIALISATION. SERVICES DRB–HICOM is diversified yet focused and have interests in key sectors of the economy The rapidly growing service-based industry represents new opportunities for mainly: DRB–HICOM. Their interests amongst others include, solid waste management, financial services, vehicle importation, cargo handling and leisure. • Automotive • Services PROPERTY & INFRASTRUCTURE • Property & Infrastructure DRB–HICOM is extensively involved in retail, commercial and residential property development and has made strong inroads in the construction sector. • Defence DEFENCE DRB–HICOM will continue to look for opportunities DRB–HICOM currently provides a variety of defence related work to the Malaysian Armed that will benefit the Group and the country. Forces as well as pursuing other opportunities. QUARTERLY ANNOUNCEMENT OF RESULTS GENERAL MEETINGS 29 MAY 2007 21 NOV 2007 29 MAY 2007 1st Quarter for the three (3) months 3rd Quarter for the nine (9) months ended 23rd Annual General Meeting ended 31 March 2007 30 September 2007 23 JULY 2007 22 AUG 2007 25 FEB 2008 Extraordinary General Meeting 2nd Quarter for the six (6) months 4th Quarter for the twelve (12) months ended 30 JUNE 2008 ended 30 June 2007 31 December 2007 Extraordinary General Meeting 27 MAY 2008 27 AUG 2008 for the fifteen (15) months ended 31 March 2008 24th Annual General Meeting EDARAN OTOMOBIL NASIONAL BERHAD 4 Annual Report 2008 Vehicles Distributed by 5 6 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN THat THE TWENTY-FOURTH ANNUAL GeNERAL MEETING (AGM) OF THE COMpaNY WILL BE HELD at THE GLENMARIE BALLROOM, HOLIDAY INN GLENMARIE KUALA LUMPUR, NO. 1, JALAN USAHAWAN U1/8, SekSYEN U1, 40250 SHAH ALAM, SeLANGOR DaRUL EHSAN ON WeDNESDAY, 27 AUGUST 2008 at 11.00 A.M. FOR THE FOLLOWING PURPOSES: ORDINARY BUSINESS practice notes issued from time to time by Bursa Malaysia or any 1. To receive and adopt the Audited Financial Statements for the other regulatory authorities, the mandate approved for renewal by financial period ended 31 March 2008 together with the Reports the shareholders of the Company on 29 May 2007 pursuant to of the Directors and Auditors thereon. (Resolution 1) paragraph 10.09 of the Listing Requirements of Bursa Malaysia, authorising the Company and its subsidiaries (“EON Group”) to 2. To approve the declaration of a final dividend of 13.5 sen per enter into the recurrent related party transactions of a revenue share less income tax at 26% for the financial period ended or trading nature (“Recurrent Transactions”) as set out in Section 31 March 2008. (Resolution 2) 2.1.1 of the Circular to Shareholders dated 4 August 2008 (“Circular”) with the related parties mentioned therein which are 3. To re-elect the following Directors who retire in accordance with necessary for the EON Group’s day-to-day operations, be and is the Company’s Articles of Association: hereby renewed AND THAT the scope of such renewed mandate be and is hereby extended to the Recurrent Transactions with Under Article 103 new related parties as set out in Section 2.1.2 of the Circular (“Proposal”); (i) Y Bhg. Datuk Haji Mohd Khamil bin Jamil (Resolution 3) (ii) Encik Mohd Redza Shah bin Abdul Wahid (Resolution 4) AND THAT the EON Group is hereby authorised to enter into the Recurrent Transactions with the related parties therein provided that: (iii) Y Bhg. Datuk Syed Hisham bin Syed Wazir (Resolution 5) (a) the transactions are in the ordinary course of business on an Under Article 110 arm’s length basis and on normal commercial terms which are (i) Mr. Keizo Ono (Resolution 6) not more favourable to the related parties than those generally (ii) Y Bhg. Tan Sri Marzuki bin Mohd Noor (Resolution 7) available to the public and are not detrimental to the minority shareholders of the Company; and (iii) Encik Nik Hamdam bin Nik Hassan (Resolution 8) (b) disclosure of the aggregate value of the transactions conducted 4. To consider and if thought fit, to pass the following resolution in during a financial year will be disclosed in the Annual Report accordance with Section 129 of the Companies Act, 1965: for the said financial year with particulars of the types of the Recurrent Transactions made and the names of the related “THAT Y Bhg. Tan Sri Saw Huat Lye who is over seventy (70) parties involved in each type of the Recurrent Transactions made years of age and retiring in accordance with Section 129 of and their relationship with the Company, the Companies Act, 1965 be and is hereby re-appointed as Director of the Company to hold office until the next AGM of AND THAT the authority conferred by such renewed mandate shall the Company.” (Resolution 9) continue to be in force until: 5. To approve the payment of Directors’ fees amounting to (a) the conclusion of the next AGM of the Company following the RM671,920 for the financial period ended 31 March 2008. forthcoming AGM at which the Proposal is approved, at which (Resolution 10) time it will lapse, unless further renewed by a resolution passed at the next AGM; 6. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix their (b) the expiration of the period within the next AGM of the Company remuneration. (Resolution 11) after the forthcoming AGM is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or SPECIAL BUSINESS: 7. To consider and if thought fit, to pass the following Ordinary (c) revoked or varied by ordinary resolution passed by the Resolution: shareholders in a general meeting of the Company, “THAT subject always to the provisions of the Companies Act, whichever is the earlier; 1965 (“Act”), the Memorandum & Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”), the regulations, guidelines and 7 AND THAT the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to the Proposal and the transactions authorized thereunder.” (Resolution 12) NOTES 1. EXPLANATORY NoTES ON SpecIAL BUSINESS: NOTICE OF DIVIDEND PAYMENT The effect of the Resolution 12 is to NOTICE IS HEREBY GIVEN that the final dividend of 13.5 sen per share less income tax at renew the mandate for the Recurrent 26% in respect of the financial period ended 31 March 2008, if approved by the shareholders Transactions as set out in Section 2.1.1 of the Circular to Shareholders dated at the Annual General Meeting, will be paid on 30 September 2008 to the shareholders 4 August 2008 with the related parties whose names appear in the Record of Depositors of the Company at the close of business on mentioned therein and to extend the 11 September 2008.