2013 annual report A Trusted Partner

For over forty (40) years, the MNRB Group has made its mark as the National Reinsurer and has continued to evolve into being a trusted partner to financial industries.

Over these years, the group has grown and today encompasses the reinsurance, takaful and retakaful businesses. We have also moved beyond Malaysian shores to other parts of Asia as well as the Middle East and Africa and are set to further extend our international footprint as a leading risk solutions provider.

As we venture forth, we will continue to leverage on our robust financial standing, astute business strategies and strong partnerships to leave an imprint and create a sustainable future for the Group and its stakeholders. Contents

MNRB HOLDINGS BERHAD MALAYSIAN REINSURANCE MNRB RETAKAFUL BERHAD BERHAD 004 Corporate Profile 100 Corporate Profile 005 Corporate Milestones 070 Corporate Profile 101 Corporate Information th 010 Notice of 40 071 Corporate Information 102 Directors’ Profile Annual General Meeting 072 Directors’ Profile 105 Shariah Committee 012 Statement Accompanying 076 Senior Management Team Members’ Profile Notice of Annual General Meeting 078 Senior Management Team’s Profile 108 President & 013 Corporate Information 079 Corporate Activities and Services Chief Executive Officer's Profile 014 Board of Directors 081 Malaysian Re’s Portfolio of Business 109 MRT’s Portfolio of Business 016 Directors’ Profile 020 Senior Management Team MALAYSIAN RE (DUBAI) LTD. 022 Senior Management Team’s Profile TAKAFUL IKHLAS SDN. BHD. 025 Group Structure 112 Corporate Profile 026 Chairman’s Statement 084 Corporate Profile 113 Corporate Information 036 Corporate Social Responsibility 085 Corporate Information 114 Directors’ Profile 046 Statement on 086 Directors’ Profile 115 Senior Executive Officer's Profile Corporate Governance 090 Shariah Committee 058 Audit Committee Report Members’ Profile 060 Statement on Risk Management 092 Senior Management Team MMIP SERVICES SDN. BHD. and Internal Control 094 Senior Management Team’s Profile 063 Statement of 096 Takaful IKHLAS’ Portfolio of Business 116 Corporate Profile Directors’ Responsibility in 117 Corporate Information Relation to the Financial Statements 064 Five-Year Financial Highlights 065 Financial Calendar 066 MNRB’s Growth 067 Investors’ Information 118 Calendar of Significant Events 122 Financial Statements 280 Additional Compliance Information 281 Analysis of Shareholdings 285 List of Properties • Proxy Form • Complaint Form of Bursa

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CORPORATE PROFILE

In early 1965, the Malaysian Government conceived the idea of forming a national reinsurance company in order to curtail the ever-increasing outflow of reinsurance premiums overseas. A feasibility study on the formation of such a company was undertaken in 1971 and on 30 December 1972, Malaysian National Reinsurance Berhad was incorporated under the Companies Act, 1965, with the company commencing operations on 19 February 1973. Effective 1 April 2005, as part of the restructuring exercise of the MNRB Group, the reinsurance business, reinsurance license and reinsurance assets, up to a net amount of RM400 million, were transferred from Malaysian National Reinsurance Berhad to Malaysian Reinsurance Berhad (Malaysian Re). Pursuant to the restructuring, Malaysian National Reinsurance Berhad became an investment holding company and was renamed MNRB Holdings Berhad (MNRB).

Today, MNRB’s wholly owned subsidiaries are Malaysian Re, a general reinsurance company, Takaful Ikhlas Sdn. Bhd. (Takaful IKHLAS), a takaful operator, as well as MNRB Retakaful Berhad (MRT), a general and family retakaful operator. Subsidiary Malaysian Re (Dubai) Ltd. (MRDL), was incorporated in Dubai in the United Arab Emirates, to underwrite the reinsurance business for Malaysian Re and to service Malaysian Re’s business partners in the Middle East and North Africa (MENA) region. Another subsidiary company, MMIP Services Sdn. Bhd. (MSSB), is the manager of the Malaysian Motor Insurance Pool (MMIP), a pool established by the local insurance industry to provide insurance coverage for vehicle owners who have difficulty in obtaining motor insurance coverage.

In addition, Motordata Research Consortium Sdn. Bhd. (MRC), a company that manages a database of standard motor parts, prices and repairs, is an associate company of MNRB, whilst Labuan Reinsurance (L) Ltd. (Labuan Re), an offshore reinsurance company incorporated in the Labuan International Offshore Financial Centre (IOFC), is an associate company of Malaysian Re.

Backed by a wealth of experience and knowledge in the reinsurance, takaful and retakaful businesses, a sound financial position plus strong support from its substantial shareholders, namely, Permodalan Nasional Berhad (PNB) and the various unit trust schemes of PNB, the MNRB Group continues to grow as a renowned corporation, both locally and internationally.

CAPITAL STRUCTURE

The Company has an Authorised Capital of RM500 million, divided into 500 million ordinary shares of RM1.00 each and a Paid-up Capital of RM213 million, divided into 213 million ordinary shares of RM1.00 each. MNRB Holdings Berhad 005

CORPORATE MILESTONES

1973 - 1975 1982 - 1984

Malaysian National Reinsurance Berhad commenced Paid-up capital increased to RM8,216,004. operations on 19 February 1973. Published the 1st edition of the Malaysian Insurance Voluntary Cessions (VC) to Malaysian National Reinsurance Directory. Berhad commenced four (4) months later. Introduced Common Account Excess of Loss for Began to offer Excess of Loss Treaties to local insurance retrocessionaires. companies.

Began to write Local Facultative business and non- reciprocal inwards overseas business. 1985 - 1987

Formation of the following: • Technical Services Department 1976 - 1978 – To conduct fire surveys including advisory services on risk management with the cost mostly Retroceded part of the VC cessions to the local insurance borne by Malaysian National Reinsurance Berhad. companies for their net account. • Inspection Department Sponsored the 1st Kuala Lumpur Insurance Seminar, – To ensure companies’adherence to the various attended by over four hundred (400) delegates. Inter-Company Agreements.

Commenced writing ten percent (10%) Quota Share of • Rating Committee the Miscellaneous Accidents and Motor businesses. – To determine special rate under the Fire Tariff for Fire and Industrial All Risks Insurances. Increased level of retrocessions from twenty-five percent (25%) to thirty percent (30%) for Fire and Personal Accident businesses. 1988 - 1990

Increased level of retrocession from fifty percent (50%) to fifty-five percent (55%) to shareholding companies of 1979 - 1981 Malaysian National Reinsurance Berhad.

Increased paid-up capital from RM5,200,002 to Implementation of Stage 1 – new levels of VC, Retrocessions RM6,240,003. and other market reinsurance arrangements.

Commenced reciprocal exchange with overseas companies. Began to organise Annual Golf Tournaments and Outward Bound School for the insurance industry. Perbadanan Nasional Berhad’s (PERNAS) fifty percent (50%) share in Malaysian National Reinsurance Berhad was transferred to PNB. 006 annual report 2013

CORPORATE MILESTONES (cont’d)

1991 - 1993 1997 - 1999

Implementation of automatic cessions on Facultative and Commencement of Overseas Facultative business. Treaty business. Launching of Malaysian National Reinsurance Berhad Appointed as the Administration Manager of MMIP. Homepage (http://www.malaysian-re.com.my).

Malaysian-Re International Insurance (L) Ltd. (MIIL) was Launching of MNRB Scholarship Fund of RM1 million. set up as a wholly owned subsidiary. Malaysian National Reinsurance Berhad moved to its own Implementation of Stage II – new levels of VC, Retrocessions building, Bangunan Malaysian Re. and other market reinsurance arrangements. Implementation of new levels of VC, Retrocessions and Malaysian National Reinsurance Berhad and Malaysia other market reinsurance arrangements. National Insurance Berhad (MNI) jointly hosted and organised the 13th General Meeting of the Federation of Afro – Asian Insurers and Reinsurers (F.A.I.R.) attended by over three hundred fifty (350) international and local participants. 2000 - 2001

Awarded the MS ISO 9002:1994 certification.

Appointed as Account Manager for the Sihat Malaysia 1994 - 1996 Scheme.

Bank Negara Malaysia (BNM) appointed Malaysian Injected additional RM1 million to the MNRB Scholarship National Reinsurance Berhad to manage the Scheme for Fund. Insurance of Large and Specialised Risks. Acquired another building, Wisma KT (now known as Appointed as Manager for the Malaysian Energy Risks Bangunan Takaful IKHLAS), Petaling Jaya, Selangor. Consortium.

Launching of the Central Administration Bureau.

Implementation of Stage III – new levels of VC, Retrocessions and other market reinsurance arrangements. 2002 MIIL, now known as Labuan Re, ceased to be a wholly owned subsidiary of Malaysian National Reinsurance Berhad with the equity interest being diluted to twenty Arrangement of terrorism insurance via the Malaysian percent (20%). Terrorism Facility.

Appointed as Manager of the Malaysian Aviation Pool. Received approval in principle from BNM to set up a takaful operation. Malaysian National Reinsurance Berhad was listed on the Main Board of the Kuala Lumpur Stock Exchange (now known as Bursa Malaysia Securities Berhad). MNRB Holdings Berhad 007

2003 2006

BNM approved the registration of Takaful IKHLAS on MSSB, was formed to oversee the administration of 21 April 2003 and it commenced operations on 2 July 2003. Malaysian Motor Insurance Pool (MMIP), a pool established by the insurance industry to provide insurance coverage MNRB was granted the approval on certification to the for vehicle owners who find difficulty in obtaining new ISO Standard, MS ISO 9001:2000. coverage.

Implementation of new levels of VC, Retrocession to the MNRB obtained BNM’s approval to establish a retakaful industry ceased with effect from 1 January 2003. operation under the Takaful Act, 1984 to conduct both General and Family Retakaful businesses. The wholly Acquired another building, Block A, Plaza Damansara, owned subsidiary company of MNRB is known as MRT. Kuala Lumpur. MRDL, a wholly owned subsidiary of Malaysian Re was incorporated.

Malaysian Re won the prestigious Reinsurance Industry Contribution Award given by the Asia Insurance Review and the Review Magazine.

2004 Malaysian Re was assigned a Financial Strength Rating (FSR) of ‘A-’ (Excellent) and an Issuer Credit Rating (ICR) of ‘a-’ by A.M. Best Co. Commenced the restructuring exercise of the Group. Malaysian Re was assigned an ‘A-’ Insurer Financial Strength (IFS) rating with stable outlook by Fitch Ratings.

2005

The Group’s restructuring exercise was completed on 1 April 2005 and hereon Malaysian National Reinsurance 2007 Berhad became MNRB. The new holding company is an investment holding company that focuses on business Malaysian Re’s FSR of ‘A-‘ (Excellent) and ICR of ‘a-’ was expansion to broaden the Group’s income base and reaffirmed by A.M. Best Co. further strengthen its financial position. The reinsurance business was then transferred to a newly incorporated Malaysian Re’s IFS rating of ‘A-’ with stable outlook was one hundred percent (100%) subsidiary of MNRB, reaffirmed by Fitch Ratings. Malaysian Reinsurance Berhad (Malaysian Re). The takaful business continues to be undertaken by Takaful IKHLAS, a MRT commenced operations in August 2007 as the first wholly owned subsidiary of MNRB. Labuan Re became an Retakaful operator in Malaysia. associate company of Malaysian Re. 008 annual report 2013

CORPORATE MILESTONES (cont’d)

2008 2009

MRDL was officially launched on 18 March 2008. Malaysian Re’s FSR of ‘A–’ (Excellent) and ICR of ‘a-’ was reaffirmed by A.M. Best Co. MRDL was wholly transferred from Malaysian Re to MNRB. Malaysian Re’s IFS rating of ‘A-’ with stable outlook was MNRB acquired nine point ninety-nine percent (9.99%) reaffirmed by Fitch Ratings. stake in Principal Insurance Holdings Limited (PIHL) (formerly known as British Islamic Insurance Holdings Following a recertification audit conducted by SIRIM, Ltd.). Malaysian Re’s MS ISO 9001:2000 Quality Management Systems certification was reaffirmed. MRT was officially launched on 11 August 2008. MRT’s IFS rating of ‘BBB+’ with stable outlook was MRT was assigned an IFS rating of ‘BBB+’ with stable reaffirmed by Fitch Ratings. outlook by Fitch Ratings. Malaysian Re and Labuan Re jointly hosted and organised MRT was awarded “The Most Outstanding Retakaful the 21st F.A.I.R. Conference, attended by over six hundred Operator 2008” at the KL Islamic Finance Forum 2008 (600) delegates including leaders and experts in the (KLIFF 2008). insurance industry.

Malaysian Re’s MS ISO 9001:2000 Quality Management Takaful IKHLAS won “Best Takaful/Retakaful Provider” for Systems certification which was issued in 2003, was the second time at the Islamic Finance News Polls Awards reaffirmed. 2009.

Takaful IKHLAS was awarded “Best Takaful/Retakaful Takaful IKHLAS won The BrandLaureate – SMEs Provider 2008” by Islamic Finance News (IFN). Chapter Award 2009, “Best Brands in Product Branding – Consumer Healthcare Insurance” & The BrandLaureate Takaful IKHLAS won The BrandLaureate – SMEs – SMEs Chapter Award 2009, Corporate Branding – “Best Chapter Award 2008, “Best Brands in Product Branding – Brands in Services – Islamic Protection Services”. Consumer Healthcare Insurance”.

IKHLAS Medic Assist Takaful (IMAT) won the “Most Innovative Product Award” by KLIFF 2008. 2010

Takaful IKHLAS was named the “Best Takaful Provider” at the Euromoney Islamic Finance Awards 2010 organised by Financial magazine, Euromoney.

IKHLAS Medical Assistance Takaful won “Best Takaful Product” by International Takaful Awards 2010.

Takaful IKHLAS moved to its new corporate office, IKHLAS Point, in Bangsar South, Kuala Lumpur. MNRB Holdings Berhad 009

2011 2013

Takaful IKHLAS was awarded The BrandLaureate – SMEs Malaysian Re’s Financial Strength Rating of ‘A-’ (Excellent) Chapter Award 2010 (third consecutive year). and Issuer Credit Rating of ‘a-’ was reaffirmed by A.M. Best Company, with Stable outlook for both ratings. Takaful IKHLAS was named Best Takaful/ Retakaful Provider by Islamic Finance News Polls Awards 2010 (third Malaysian Re’s Insurer Financial Strength (IFS) rating of ‘A’ consecutive year). was reaffirmed by Fitch Ratings, with Stable outlook.

Takaful IKHLAS was awarded for its excellence in Branding MRT’s IFS rating of ‘BBB+’ was reaffirmed by Fitch Ratings, by “The BrandLaureate – SMEs Chapter Awards 2010” in with Stable outlook. the categories of The Best Brands in Corporate Branding – Islamic Financial Protection Services (second consecutive Takaful IKHLAS won the Best Takaful Provider – Euromoney year) and The Best Brands in Product Branding – Health Islamic Finance Awards 2013. Insurance Services (Third consecutive year).

Fitch Ratings upgraded Malaysian Re’s Insurer Financial Strength (IFS) from ‘A-’ to ‘A’ with Stable outlook.

2012

Malaysian Re’s Financial Strength Rating of ‘A-’ (Excellent) and Issuer Credit Rating of ‘a-’ was reaffirmed by A.M. Best Company, with Stable outlook for both ratings.

Malaysian Re’s Insurer Financial Strength (IFS) rating of ‘A’ was reaffirmed by Fitch Ratings, with Stable outlook.

MRT’s IFS rating of ‘BBB+’ was reaffirmed by Fitch Ratings, with Stable outlook.

Takaful IKHLAS and MRT won the Best Islamic Takaful Provider and Best Re-Takaful Provider awards, respectively, at the Islamic Finance News (IFN) Service Providers Poll 2011 Awards held in Kuala Lumpur.

Takaful IKHLAS won the Best Islamic Takaful Provider at the Euromoney Islamic Finance Awards 2012. 010 annual report 2013

NOTICE OF 40TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Fortieth Annual General Meeting of MNRB Holdings Berhad will be held at the Auditorium, 3rd Floor, Bangunan Malaysian Re, No. 17, Lorong Dungun, Damansara Heights, 50490 Kuala Lumpur on Wednesday, 25 September 2013 at 3.00 p.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the financial year ended 31 March 2013 Please refer to together with the Reports of the Directors and Auditors thereon. Explanatory Note (i)

2. To approve the payment of a First and Final Dividend of thirty-two percent (32%) per share less twenty-five percent (25%) income tax, for the financial year ended 31 March 2013. (Ordinary Resolution 1)

3. To re-elect the following Directors retiring pursuant to Article 86 of the Company’s Articles of Association:

(i) Megat Dziauddin Megat Mahmud (Ordinary Resolution 2)

(ii) Paisol Ahmad (Ordinary Resolution 3)

4. To approve Directors’ fees amounting to RM700,000 for the financial year ended 31 March 2013 (2012: RM695,700). (Ordinary Resolution 4)

5. To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration. (Ordinary Resolution 5)

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following Ordinary Resolution:

6. Re-appointment of Director retiring in accordance with Section 129(2) of the Companies Act, 1965

“THAT Datuk Mohd Khalil Dato’ Mohd Noor, retiring in accordance with Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed as Director of the Company to hold office until the conclusion of the next Annual General Meeting.” (Ordinary Resolution 6)

7. To transact any other business which may properly be transacted at the Annual General Meeting. MNRB Holdings Berhad 011

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS ALSO HEREBY GIVEN that subject to the approval of the shareholders at the Fortieth Annual General Meeting to be held on 25 September 2013, the First and Final Dividend of thirty-two percent (32%) less twenty-five percent (25%) income tax will be paid on 28 October 2013 to the shareholders whose name appear in the Register of Depositors on 30 September 2013.

A Depositor shall qualify for entitlement only in respect of:

(a) Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 30 September 2013 in respect of ordinary transfers.

(b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

By Order of the Board

NORAZMAN HASHIM (MIA 5817) LENA ABD LATIF (LS 8766) Company Secretaries

Kuala Lumpur 3 September 2013

NOTES:

1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not be a member of the Company.

2. A member may appoint not more than two (2) proxies to attend the meeting provided the member shall specify in each proxy the proportion of the member’s shareholdings to be represented by each proxy and only one (1) proxy shall be entitled to vote on a show of hands.

3. Where a member is an exempt authorized nominee, which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds.

4. An Instrument appointing a proxy shall be in writing, and in the case of an individual shall be signed by the appointer or by his attorney duly authorized in writing, and in the case of a Corporation shall be either given under its common seal or signed on its behalf by its attorney or an officer of the Corporation so authorised.

5. All proxies must be deposited at the office of the Share Registrar of the Company, Symphony Share Registrars Sdn. Bhd., Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor, not less than forty-eight (48) hours before the time set for the Annual General Meeting or any adjournment thereof.

6. Only members registered in the Record of Depositors as at 19 September 2013 shall be eligible to attend the AGM or appoint proxy to attend and vote on his/ her behalf.

7. Payment of First and Final Dividend

Pursuant to Section 8.26 of the Main Market Listing Requirements of Bursa Securities Malaysia Berhad the First and Final Dividend, if approved, will be paid not later than three (3) months from the shareholders’ approval. 012 annual report 2013

NOTICE OF 40TH ANNUAL GENERAL MEETING (cont’d)

8. Explanatory Notes

(i) Item 1 of the Agenda

This item on the Agenda is meant for discussion only. The provision of Section 169(1) of the Companies Act, 1965 requires that the Audited Financial Statements be laid before the Company at its Annual General Meeting and do not require a formal approval of the shareholders. As such, this Agenda item is not a business which requires a resolution to be put to vote by shareholders.

(ii) Ordinary Resolution 6 - Re-appointment of Director pursuant to Section 129(2) of the Companies Act, 1965

Datuk Mohd Khalil Dato’ Mohd Noor, a Director over the age of seventy (70) years, shall retire pursuant to Section 129 of the Companies Act, 1965 at the conclusion of the forthcoming 40th Annual General Meeting. The proposed re-appointment of Datuk Mohd Khalil Dato’ Mohd Noor will require a resolution passed by a majority of not less than three-fourths (3/4) of the members of the Company who are entitled to vote at the forthcoming Annual General Meeting. The proposed resolution will enable Datuk Mohd Khalil Dato’ Mohd Noor to hold office until the conclusion of the next Annual General Meeting of the Company.

Statement Accompanying Notice Of Annual General Meeting Pursuant to Paragraph 8.27(2) of the Bursa Malaysia Main Market Listing Requirements

DIRECTORS STANDING FOR RE-ELECTION AND RE-APPOINTMENT AT THE FORTIETH ANNUAL GENERAL MEETING

The following are Directors retiring pursuant to Article 86 of the Company’s Articles of Association:

Article 86 - Retirement by rotation

• Megat Dziauddin Megat Mahmud • Paisol Ahmad

The following are Directors retiring pursuant to Section 129 of the Companies Act, 1965:

Section 129(2) of the Companies Act, 1965

• Datuk Mohd Khalil Dato’ Mohd Noor

The respective profiles of the above Directors are set out in the Profile of Directors’ section of the Annual Report from pages 016 to 019. MNRB Holdings Berhad 013

CORPORATE INFORMATION

BOARD OF DIRECTORS

Sharkawi Alis Dato’ Syed Ariff Fadzillah Non-Independent Non-Executive Syed Awalluddin Chairman Independent Non-Executive Director

Mohd Din Merican Yusoff Yaacob President & Group Chief Executive Officer Independent Non-Executive Director Non-Independent Executive Director Datuk Mohd Khalil Dato’ Mohd Noor Megat Dziauddin Megat Mahmud Non-Independent Non-Executive Director Senior Independent Non-Executive Director Paisol Ahmad P. Raveenderen Non-Independent Non-Executive Director Non-Independent Non-Executive Director

COMPANY SECRETARIES RISK MANAGEMENT COMMITTEE SHARE REGISTRAR

Norazman Hashim (MIA 5817) • Yusoff Yaacob (Chairman) Symphony Share Registrars Sdn. Bhd. Lena Abd Latif (LS 8766) • P. Raveenderen Level 6, Symphony House • Datuk Mohd Khalil Block D13, Pusat Dagangan Dana 1 Dato’ Mohd Noor Jalan PJU 1A/46 AUDIT COMMITTEE 47301 Petaling Jaya Selangor Darul Ehsan • Megat Dziauddin INVESTMENT COMMITTEE Tel : +603-7841 8000 Megat Mahmud (Chairman) Fax : +603-7841 8008 • Dato’ Syed Ariff Fadzillah • Datuk Mohd Khalil Syed Awalluddin Dato’ Mohd Noor (Chairman) • P. Raveenderen • Megat Dziauddin PRINCIPAL BANKER • Paisol Ahmad Megat Mahmud • Yusoff Yaacob • Paisol Ahmad CIMB Bank Berhad • Mohd Din Merican

NOMINATION COMMITTEE REGISTERED OFFICE AUDITORS • Dato’ Syed Ariff Fadzillah 12th Floor, Bangunan Malaysian Re Syed Awalluddin (Chairman) Ernst & Young No. 17, Lorong Dungun • Sharkawi Alis Level 23A, Menara Millenium Damansara Heights • Yusoff Yaacob Jalan Damanlela 50490 Kuala Lumpur Pusat Bandar Damansara Tel : +603-2096 8000 Damansara Heights Fax : +603-2096 7000 REMUNERATION COMMITTEE 50490 Kuala Lumpur E-mail : [email protected] Tel : +603-7495 8000 Website : www.mnrb.com.my • Megat Dziauddin Fax : +603-2095 5332 Megat Mahmud (Chairman) • Dato’ Syed Ariff Fadzillah STOCK EXCHANGE LISTING Syed Awalluddin • Yusoff Yaacob Bursa Securities – Main Market 014 annual report 2013

BOARD OF DIRECTORS

Megat Dziauddin Megat Mahmud Sharkawi Alis Yusoff Yaacob Senior Independent Independent Non-Executive Director Non-Independent Non-Executive Director Non-Executive Chairman Paisol Ahmad

Non-Independent Non-Executive Director MNRB Holdings Berhad 015

Mohd Din Merican President Dato’ Syed Ariff Fadzillah Datuk Mohd Khalil & Group Chief Executive Officer Syed Awalluddin Dato’ Mohd Noor Non-Independent Executive Director Independent Non-Independent Non-Executive Director Non-Executive Director P. Raveenderen Non-Independent Non-Executive Director 016 annual report 2013

DIRECTORS’ PROFILE

SHARKAWI ALIS, aged sixty-six (66), Malaysian. Non-Independent Non-Executive Chairman since 7 January 2005 and was subsequently appointed as Non- Independent Non-Executive Chairman on 3 September 2007. Member of the Nomination Committee. He is a Barrister-at-Law from Middle Temple, London where he was called in 1971. He served in the Malaysian Judicial and Legal Service in various capacities for eleven (11) years before he was appointed as Group Legal Adviser of Malaysian Mining Corporation Berhad in August 1982. In January 1997, he joined the Securities Commission, Malaysia as Director of Market Supervision and subsequently as Director of Corporate Resources Division till March 2003. Also Chairman of Malaysian Re, Takaful IKHLAS, MRT, Labuan Re and MRDL, Director of MIDF Amanah Asset Management Berhad, Malaysian Industrial Development Finance Berhad, MIDF Amanah Investment Bank Berhad, MIDF Property Berhad and MRC. Not related to any Directors and/or major shareholders of MNRB except by virtue of being a nominee Director of PNB. Does not have any conflict of interest with MNRB and has never been convicted for any offences within the past ten (10) years. Attended all the eight (8) Board Meetings held in the financial year.

MOHD DIN MERICAN, aged fifty-one (51), Non-Independent Executive Director with effect from 9 January 2012 and President & Group Chief Executive Officer of the Company. Member of the Investment Committee. Obtained Bachelor of Commerce (Honours) degree from Carleton University, Ottawa, Canada. He is an Associate Member of The Malaysian Insurance Institute since 1991. His more than twenty-eight (28) years experience in the insurance industry began in 1985 when he joined one of Malaysia’s general insurance companies. Since then he has held key management positions in various insurance, insurance broking and reinsurance firms including being the Principal Officer & General Manager of SCOR Switzerland Ltd, Labuan Branch. Prior to joining MNRB, he was the Chief Executive Officer of Etiqa Insurance Berhad. Formerly member of Management Committee of Persatuan Insurans Am Malaysia, National Insurance Association of Malaysia and President of Life Insurance Association of Malaysia. Also a Director of Malaysian Re, MRT, Takaful IKHLAS, Labuan Re, MRDL and MRC. Not related to any Directors and/or major shareholders of MNRB. Does not have any conflict of interest with MNRB and has never been convicted for any offences within the past ten (10) years. Attended all the eight (8) Board Meetings held in the financial year. MNRB Holdings Berhad 017

MEGAT DZIAUDDIN MEGAT MAHMUD, aged sixty-seven (67), Malaysian. Independent Non-Executive Director since 24 August 2006 and re-designated as Senior Independent Non-Executive Director on 19 July 2011. Chairman of the Remuneration Committee as well as the Audit Committee and member of the Investment Committee. He holds a Bachelor of Science (Econs.) (Hons.) degree from the Queen’s University of Belfast, Northern Ireland and is a Fellow of the Institute of Chartered Accountants in Ireland as well as a Chartered Accountant with the Malaysian Institute of Accountants. He had served Golden Hope Plantations Berhad as Group Director, Finance, Arab-Malaysian Merchant Bank, first as General Manager - Operations and later as General Manager - Investment, Bank Simpanan Nasional as Finance Manager and the Accountant-General’s Department as Treasury Accountant. Also a Director of Malaysian Re, MRT, Pernec Corporation Bhd, Alliance Financial Group Bhd, Alliance Bank Berhad, Alliance Investment Bank Berhad, Takaful IKHLAS and several other private limited companies. Not related to any Directors and/or shareholders of MNRB. Does not have any conflict of interest with MNRB and has never been convicted for any offences within the past ten (10) years. Attended all the eight (8) Board Meetings held in the financial year.

P. RAVEENDEREN, aged sixty-eight (68), Malaysian. Appointed as a Director on 11 November 1993 and designated as an Independent Non-Executive Director on 1 September 2003. He was re-designated as Non-Independent Non-Executive Director on 19 July 2011. Member of the Audit Committee and the Risk Management Committee. An Associate of The Chartered Insurance Institute as well as a Chartered Insurer. Was the Chief Executive Officer of Royal Insurance (M) Sdn. Bhd. since 1985 until the Company merged with Sun Alliance Insurance (M) Sdn. Bhd. on 1 September 1999 when he assumed the position of an Executive Director of the merged Royal & Sun Alliance Insurance (M) Bhd. until his retirement on 31 August 2001. Also a Director of Malaysian Re. Not related to any Directors and/or major shareholders of MNRB. Does not have any conflict of interest with MNRB and has never been convicted for any offences within the past ten (10) years. Attended all the eight (8) Board Meetings held in the financial year. 018 annual report 2013

DIRECTORS’ PROFILE (cont’d)

DATO’ SYED ARIFF FADZILLAH SYED AWALLUDDIN, aged sixty-nine (69), Malaysian. Non-Independent Non-Executive Director since 31 January 2003 and re-designated as Independent Non-Executive Director on 28 October 2004. Chairman of the Nomination Committee, member of the Audit Committee and the Remuneration Committee. Graduated from the University of Malaya with a Bachelor of Arts degree, then obtained a Diploma in International Relations from University of Oslo, Diploma in Development Administration from London School of Economics and Masters Degree in International Relations from University of New York. Joined the Government service in 1967 and was later posted abroad to serve in Canada, Libya and the United Nations in New York and Indonesia. Was appointed as the Ambassador to Fiji, Republic of Korea and Thailand until his retirement from Government Service in 2001. Also Chairman of DSC Solutions Berhad, Director of Malaysian Re, MRT, EcoFirst Consolidated Bhd. and one (1) other private limited company. Not related to any Directors and/or major shareholders of MNRB. Does not have any conflict of interest with MNRB and has never been convicted for any offences within the past ten (10) years. Attended all the eight (8) Board Meetings held in the financial year.

YUSOFF YAACOB, aged sixty-five (65), Malaysian. Independent Non-Executive Director since 10 November 2004. Chairman of the Risk Management Committee, member of the Audit Committee, Remuneration Committee and the Nomination Committee. Obtained a Diploma in Insurance Studies & Insurance Management from the University of Nottingham, United Kingdom. A Chartered Insurance Practitioner and a Fellow of the Chartered Insurance Institute, United Kingdom. Started his career as an Insurance Trainee with Malaysia National Insurance Sdn Bhd in 1970 and held the position of Marine Manager until 1979. Joined Petroliam Nasional Berhad (PETRONAS) in 1979 and was the General Manager (Insurance Division) until his retirement in 2003. Also a Director of Malaysian Re. Not related to any Directors and/or major shareholders of MNRB. Does not have any conflict of interest with MNRB and has never been convicted for any offences within the past ten (10) years. Attended all the eight (8) Board Meetings held in the financial year. MNRB Holdings Berhad 019

DATUK MOHD KHALIL DATO’ MOHD NOOR, aged seventy-two (72), Malaysian. Non-Independent Non-Executive Director since 14 December 2004. Chairman of the Investment Committee and member of the Risk Management Committee. Graduated from the University of Malaya with a Bachelor of Arts degree and then obtained a Diploma in Commercial Policy from GATT Training Institute in Geneva, Switzerland. He was the former Auditor-General of Malaysia from 1994 to 2000. Also the former Secretary of the Foreign Investment Committee, Deputy Secretary General of the Ministry of Trade and Industry and Secretary General of the Ministry of Works. Currently, Chairman of TIME Engineering Berhad, Director of IOI Corporation Berhad, Malaysian Re and MRT. Not related to any Directors and/or major shareholders of MNRB except by virtue of being a nominee Director of PNB. Does not have any conflict of interest with MNRB and has never been convicted for any offences within the past ten (10) years. Attended all the eight (8) Board Meetings held in the financial year.

PAISOL AHMAD, aged fifty-nine (59), Malaysian. Non-Independent Non-Executive Director since 11 April 2008. Member of the Audit Committee and the Investment Committee. Obtained Diploma in Accountancy from Universiti Teknologi MARA and a Fellow of the Association of Chartered Certified Accountants, United Kingdom. Also a Chartered Accountant with the Malaysian Institute of Accountants, a Fellow of the Financial Services Institute of Australasia and a Certified Financial Planner with the Financial Planning Association of Malaysia. He was the Senior Accountant of Pernas Charter Management Sdn. Bhd. Then held various positions in Amanah Saham Nasional Berhad before being appointed as its Executive Director/Senior Vice President II. Subsequently, being transferred to PNB and is currently the Senior Vice President I of its Financial Management Audit & Risk Management Division. Also a director of Takaful IKHLAS, KAF Investment Bank Berhad and two (2) other private limited companies. Not related to any Directors and/or shareholders of MNRB except by virtue of being a nominee director and employee of PNB. Does not have any conflict of interest with MNRB and has never been convicted for any offences within the past ten (10) years. Attended all the eight (8) Board Meetings held in the financial year. 020 annual report 2013

SENIOR MANAGEMENT TEAM

Mohd Din Merican Norazman Hashim President & Group Chief Executive Officer Executive Vice President & Group Chief Financial Officer/ Company Secretary

Datuk Ramlan Abdul Rashid Group Chief Operating Officer

Azlan A. Azizee Senior Vice President & Group Chief Information Officer

Ahkter Abdul Manan Senior Vice President & Group Chief Investment Officer MNRB Holdings Berhad 021

Mohd Radzuan Mohamed Senior Vice President & Ahmad Ruhaizad Hashim Group Chief Risk Management & Senior Vice President & Compliance Officer Romie Khalid Group Chief Strategy Officer Senior Vice President & Group Chief Internal Auditor

Dr. Ali Azizan Mohamad Senior Vice President & Head of Human Capital Management

Lena Abd Latif Senior Vice President & Head of Legal & Secretarial/Company Secretary

Sharmini Perampalam Senior Vice President & Head of Finance 022 annual report 2013

SENIOR MANAGEMENT TEAM’S PROFILE

The President & Group Chief Executive Officer, MOHD DIN MERICAN leads the day-to-day operations of MNRB together with the key management staff which includes:

DATUK RAMLAN ABDUL RASHID has NORAZMAN HASHIM is the Executive AHKTER ABDUL MANAN is the been appointed as the Group Chief Vice President & Group Chief Financial Senior Vice President & Group Operating Officer of MNRB with Officer/Company Secretary of MNRB. Chief Investment Officer of MNRB. effect from 1 April 2011. He joined He obtained his Masters degree in He graduated from the University MNRB Retakaful Berhad in March Business Administration from the Science of Malaysia with a Bachelor 2010 as Executive Vice President Cranfield School of Management, of Social Science (Honours) degree & Deputy CEO and has extensive United Kingdom in 1990. He is also majoring in Management and an experience in the insurance/takaful a fellow member of the Association Economics minor. He is responsible industry. of Chartered Certified Accountants for the overall investment, property (ACCA), United Kingdom and a and administration division of MNRB Prior to joining the Group, he member of the Malaysian Institute Group. He started his career in the was the Chief Executive Officer/ of Accountants (MIA). He joined the Investment and Securities Department Executive Director of a leading local then Malaysian National Reinsurance (IVS) of Malaysian International composite insurance company. He Berhad in 1985 and was appointed as Merchant Bankers Berhad (MIMB) in was also the Vice President of Life its Financial Controller and Company 1987 as an Investment Analyst. Insurance Association of Malaysia Secretary in 1994. (LIAM) for 2006/07, a Director of In 1991, he was promoted to Malaysian Insurance Institute as well He was subsequently transferred to Manager, Head of IVS and in 1995 to as Malaysian Life Reinsurance Group Malaysian Re on 1 April 2005 and Assistant General Manager. He was Berhad for 2006/07 and a member promoted to General Manager to subsequently promoted to General of the Management Committee of head the Corporate Services Division, Manager of IVS in 1997. He was PIAM from 2002 to 2007. comprising Administration, then seconded to MIDF Aberdeen Legal & Secretarial, Corporate Asset Management Sdn. Bhd. (MIDF Datuk Ramlan graduated with B.Sc Communications, Human Capital Aberdeen), which he set up in 1998. (Hons) in Mathematics from Universiti Management and Finance On 1 January 2001, he was appointed Sains Malaysia (USM) in 1983 and Departments in June 2005. He was as the Chief Executive Officer Master in Actuarial Science from transferred to MNRB on 1 April 2008 and Executive Director of MIDF Ball State University, Indiana, United and assumed his current position. He Aberdeen. He joined Asia Unit Trust States of America in 1985 under the is also a Director of MSSB and the Berhad (AUTB) on 1 September 2004 sponsorship of the Asia Foundation Company Secretary of Malaysian Re, as Chief Executive Officer following Scholarship. MRT, MRDL and Takaful IKHLAS. the transfer of business of MIDF Aberdeen to Amanah SSCM Asset Management Berhad. He left AUTB on 16 July 2007 to join MNRB on 17 July 2007. In total, he brings along to the Company more than twenty- six (26) years of experience in the Asset Management industry. MNRB Holdings Berhad 023

AZLAN A. AZIZEE is the Senior Vice MOHD RADZUAN MOHAMED is the serving as the Malaysian Re’s RMO. President & Group Chief Information Senior Vice President & Group Chief Subsequently on 1 August 2007, he Officer of MNRB. He graduated with Risk Management and Compliance was transferred back to MNRB and a Bachelor of Science in Computer Officer of MNRB. He graduated in assumed his current position on Science from the University of 1995 with a Bachelor (Honours), 7 August 2007. Wisconsin, Green Bay, USA in 1984 Risk Management from the Glasgow and Masters of Science in Information Caledonian University, Scotland and Systems Technology from The George BBA (Honours) Risk Management DR. ALI AZIZAN MOHAMAD is the Washington University, Washington and Insurance from UiTM in 1994. Senior Vice President & Head of D.C., USA in 1986. He is a member of the Institute of Human Capital Management of Risk Management, UK since 1996. MNRB since 1 December 2011. He is an He joined the then Malaysian His career started in 1997 when he experienced professional with more National Reinsurance Berhad in 1987 joined the then Malaysian National than twenty (20) years of experience as IT Executive. He held positions Reinsurance Berhad as a graduate in Organizational Development, of increasing responsibility in the trainee and promoted to Assistant Human Capital Management ensuing years at the Company Manager of the Technical Services and Leadership Development. He and was also involved in the Department. He served the then has been extensively involved in implementation of IT initiatives for Malaysian National Reinsurance the Design and Development of the insurance industry. Berhad for more than six (6) years Competency-Based HR Applications, until 2003 when he decided to Leadership Development and Talent He is responsible for leadership join Takaful Nasional Sdn. Bhd. Management. He has served as of the Company’s information as Manager, Risk Management feedback coach to Senior Executives technology strategy, management Department. in both private and public sectors and operations. across the Asia Region. His expertise In 2005 he then joined Mayban Fortis lies in designing and facilitating He assumed the current position at Holdings Berhad as an Assistant HR and Leadership Development MNRB on 1 April 2005. Vice President, Risk Mitigation Programs. Dr Ali Azizan spent and Analytics, Operational Risk more than ten (10) years in Senior Management. He later joined Management positions in Human AHMAD RUHAIZAD HASHIM is the Senior Vice President & Group Syarikat Takaful Malaysia Berhad Resources in Telekom Malaysia Chief Strategy Officer of MNRB. He as an Assistant General Manager, Berhad and Maybank. In this role, graduated in 1990 with a Bachelor Risk Management Division from he provided Management Direction of Economics and Accounting 2007 until 2010. He joined MNRB on and Change Leadership on Degree from the University of 3 January 2011. Organizational issues, structure and Leeds, England. He is a member of strategy to meet the Business Unit the Malaysian Institute of Certified Objectives and in implementing Public Accountants (MICPA) since ROMIE KHALID is the Senior Vice Human Resources policies, processes, 1995 as well as a member of the President & Group Chief Internal initiatives and programs. Prior to Malaysian Institute of Accountants Auditor of MNRB. He graduated joining MNRB, he was the Director (MIA). He brings almost twenty (20) in 1996 with a Bachelor of Science of Programs, International Centre for years of experience in corporate (Economics), majoring in Accounting Leadership in Finance (ICLIF). management and advisory services. & Finance from the London School His career started in 1991 when he of Economics & Political Science. He A HR Professional and Leadership joined Arthur Andersen as an auditor. started his career as an auditor with Development Specialist by profession, He served Arthur Andersen for more Arthur Andersen in 1997, where he he graduated with Degrees in than five (5) years until 1996 when served in the financial services group Sciences from Northern Illinois he left to join KUB Malaysia Berhad. of the audit division. In 2003, he University, University of Illinois and He then rejoined Arthur Andersen in joined the then Malaysian National University of Southern California and 1999 to head the Kuala Terengganu Reinsurance Berhad as an Executive in a PhD from Universiti Kebangsaan branch operation. In 2002, he joined the Finance Department. He was then Malaysia. Putrajaya Holdings Sdn. Bhd. as the transferred to the Risk Management Head of the Corporate Planning Department in 2004 to take up Department. He joined MNRB on the role as the Risk Management 2 January 2008. Officer (RMO). On 1 April 2005, he was transferred to Malaysian Re, 024 annual report 2013

SENIOR MANAGEMENT TEAM’S PROFILE (cont’d)

SHARMINI PERAMPALAM is the LENA ABD LATIF is the Senior Senior Vice President & Head of Vice President & Head of Legal & Finance of MNRB. She holds an Secretarial and Company Secretary Honours degree in Accountancy from of MNRB. She holds an Honours Universiti Putra Malaysia and is a Bachelor of Laws degree from the member of the Malaysian Institute International Islamic University, of Accountants. She joined Malaysian Malaysia and has been called to the National Reinsurance Berhad in 1995 Malaysian Bar. She joined Malaysian as an Internal Audit Executive and National Reinsurance Berhad in was promoted to Assistant Manager 2003 as Manager, Legal & Secretarial on 1 April 1998. and was appointed as its Company Secretary in February, 2004. She was promoted to Manager and then transferred to the Finance She was subsequently transferred Department on 1 July 2002. She to Malaysian Re on 1 April 2005. In was subsequently transferred to October 2005, she was promoted as Malaysian Re on 1 April 2005. In Vice President & Head of Legal & October 2005, she was promoted to Secretarial. On 1 May 2008, when the the position of Vice President & Head Group implemented shared services, of Finance. On 1 May 2008 when the she was transferred back to MNRB. Group implemented shared services, She was promoted to her current she was transferred back to MNRB. position in 2011. She was promoted to her current position in 2011. She has over twenty (20) years of working experience in both legal She has over twenty (20) years of practice and corporate firms. She working experience. Prior to joining was employed by Utusan Melayu MNRB, Sharmini worked with Genting (Malaysia) Bhd as its legal advisor in Berhad and BDO Binder Tax KL. 1991 and thereafter, as the General Manager, Corporate Affairs /Group Company Secretary at Land & General Berhad between 1993 and 2000. MNRB Holdings Berhad 025

GROUP STRUCTURE

100% Malaysian Reinsurance Berhad

20% * Labuan Reinsurance (L) Ltd.

100% Takaful Ikhlas Sdn. Bhd.

100% MNRB Retakaful Berhad

100% Malaysian Re (Dubai) Ltd.

100% MMIP Services Sdn. Bhd.

40% * Motordata Research Consortium Sdn. Bhd.

* Associate Company 026 annual report 2013

CHAIRMAN’S STATEMENT

Dear Valued Shareholders,

On behalf of the Board of Directors, it is my privilege and pleasure to present the Annual Report of the MNRB Group for the financial year ended 31 March 2013 (FY2013).

The MNRB Group delivered a commendable performance during the year under review. Despite a challenging operating environment, our key subsidiaries made good progress which enabled the Group to turn in higher revenue and profits. Today, we continue to leverage on our healthy financial standing, astute business strategies and strong partnerships to make our mark in the markets we serve while creating a sustainable future for all our stakeholders.

SHARKAWI ALIS Chairman MNRB Holdings Berhad 027

A MIXED ECONOMIC ENVIRONMENT initiatives such as the 10th Malaysia During the year, Malaysia’s capital Plan, New Economic Model and market saw some RM22.1 billion In 2012, the global economy turned Economic Transformation Programme raised from 17 Initial Public Offerings in a mixed performance with global (ETP) played their part in helping (IPOs) as compared to some GDP growth slowing to some 3.2% spur the nation’s economy. Malaysia’s RM6.0 billion raised from 28 IPOs in (2011: 4.0%). In the US, consumer resilient financial sector, particularly the previous year. Meanwhile, the confidence rose to a five-year its strong banking system and an corporate debt capital market was high as the US recovery gathered active domestic bond market, helped more active with a total issuance momentum. The economic malaise safeguard the economy and enabled of RM123.8 billion in 2012 in in the Eurozone however, lingered domestic financial intermediation to comparison to the RM71.2 billion and dragged down overall global continue uninterrupted. raised a year earlier. growth. Japan’s economy, which had rebounded after the 2011’s The progressive liberalisation of earthquake and tsunami disasters, the country’s financial sector GOOD INDUSTRY GROWTH slowed again amidst weak domestic and greater participation from conditions as well as reduced foreign corporations helped boost On the global insurance front, demand for its exports. The year saw competition in the financial system reinsurance capital grew by more other Asian economies moderating and contributed to increased two- than 10% in 2012 to reach USD500 their monetary stance upon concerns way capital flows and orderly market billion. While the global reinsurance that China’s slowing economy would conditions. Malaysia’s strong growth sector enjoyed three strong quarters not be able to provide a buffer prospects as well as the country’s of capital growth in 2012, the fourth to their own economies. The on- improved rankings in terms of quarter however, saw the sector going economic uncertainties in the competitiveness and cost of doing feeling the brunt of multi-billion advanced economies together with business, continued to attract Foreign dollar Hurricane Sandy claims in the sluggish global growth prospects led Direct Investment (FDI), which was US. Total overall economic losses to sustained volatility in the financial sustained at some RM102.9 billion caused by Hurricane Sandy are now markets over 2012. (2011: RM102.2 billion). The year saw estimated to be in the region of the performance of the Ringgit being USD72 billion while insured losses Amidst this volatility, the Malaysian influenced by global and regional are estimated to be USD30 billion. economy performed better than developments as well as periods of Fortunately, the impact of the expected, recording strong growth heightened volatility in the global Hurricane Sandy losses to the MNRB of 5.6% in 2012 (2011: 5.1%). The financial markets. Despite this, the Group was minimal. stronger performance came on the Ringgit ended the year at RM3.058 back of resilient domestic demand against the US dollar, recording a and investment. Government-initiated year-on-year appreciation of 3.9%.

028 annual report 2013

CHAIRMAN’S STATEMENT (cont’d)

PROFIT BEFORE ZAKAT AND TAX Closer to home, the regional statements were prepared in reinsurance sector grew steadfastly accordance with Financial Reporting in the absence of any major Standards (FRS) in Malaysia. The catastrophes in 2012. In general, financial impact arising from the the strong capital position of our above adoption of the MFRS is 242,907 subsidiaries, our good geographical disclosed in Note 4 of the Financial spread in the region and a well- Statements. diversified portfolio, continue to hold us in good stead and provide us For FY2013, the MNRB Group 194,980 room to grow. registered total revenue amounting to RM2.1 billion, representing an

164,952 increase of 9.8% or RM186.5 million COMMENDABLE GROUP as compared to the RM1.9 billion PERFORMANCE recorded in the preceding financial year. The higher revenue came on This year, and for the first time, the the back of the increase in gross Financial Statements of the Company premiums and contributions by all and the Group for FY2013 have been three operating subsidiaries. The

79,261 prepared in accordance with the Group garnered total investment new Malaysian Financial Reporting income amounting to RM187.0 Standards (MFRS) and First Time million in FY2013. This was a 15.5% Adoption of Malaysian Financial or RM25.1 million higher than the 40,457 Reporting Standards (MFRS-1). In RM162.0 million recorded in FY2012. the previous years, the financial

12111009 13 FRS MFRS MNRB Holdings Berhad 029

The Group’s operating profit before surplus transfer, zakat and tax increased by 24.6% or RM47.9 million to RM242.9 million in FY2013 from RM195.0 million previously. This stronger performance was attributable to improvements in the underwriting results of the reinsurance subsidiary and the associate company as well as from the gains on disposal of quoted shares from the reinsurance subsidiary.

Overall, the Group recorded a profit after tax of RM112.7 million in the year under review, which was 26.1% or RM23.3 million higher than the RM89.4 million registered in the preceding year. At the same time, Its net claims incurred ratio improved As a result of the above, Malaysian Group earnings per share increased from 61.9% in FY2012 to 58.6% Re registered a profit before tax of by 11 sen to 52.9 sen in FY2013 from in FY2013 as a result of better RM165.6 million, representing an 41.9 sen previously. underwriting selection and optimal increase of 8.8% or RM13.4 million retrocession strategies. Malaysian as compared to a profit before tax Re’s earnings were further boosted of RM152.2 million registered in the ROBUST PERFORMANCE BY KEY by the gains on disposal of quoted preceding year. Its profit after tax OPERATING SUBSIDIARIES shares, although it recorded a came in higher at RM124.0 million in decrease of RM1.6 million or 1.8% comparison to the RM113.0 million Malaysian Reinsurance Berhad in total investment income from the recorded previously. (Malaysian Re) previous year.

For FY2013, Malaysian Re registered a total gross premium totalling RM1.25 billion, representing a 6% or RM70.5 million increase in comparison to the RM1.18 billion registered in the preceding year. This was attributable to an increase in gross premiums from all classes of business. Approximately 65% of Malaysian Re’s total business volume during the financial year was from the domestic market, while the remaining 35% was generated from overseas business. 030 annual report 2013

CHAIRMAN’S STATEMENT (cont’d)

Takaful Ikhlas Sdn. Bhd. (Takaful IKHLAS)

Over the last ten years, Takaful IKHLAS has established a strong presence in the takaful industry and today has 12 branches, 1.8 million certificate holders and approximately 6,100 agents nationwide, offering both Family and General Takaful products.

For the year under review, Takaful IKHLAS’ gross earned contribution increased by 2.3% or RM16.4 million to RM724.7 million from RM708.3 million previously. The Family Takaful business accounted for 74.6% of the total gross earned contribution while the General Takaful business accounted for the remaining 25.4%.

Takaful IKHLAS registered a higher operating profit before surplus transfer, zakat and tax of RM103.3 million in FY2013 as compared to RM79.9 million in the preceding year, million previously. The General required under the new Bank representing an increase of 29.3% or Retakaful business accounted for Negara Malaysia ’s Takaful Operators’ RM23.4 million. Its profit after tax 60.9% of the total volume while Framework (“TOF”). The inaugural and zakat however, reduced slightly the remaining 39.1% was generated adoption of the PRAD requirement to RM10.1 million, as compared from the Family Retakaful business. had also contributed to MRT’s to RM11.4 million achieved in the loss position. preceding year due to revision in Despite the higher gross contribution, tax computation relating to prior MRT recorded a loss before zakat years that had been taken-up in the of RM14.1 million as compared to CONTINUOUS STRONG SHOWING current year. profit before zakat of RM5.4 million in the previous year. The General Over the course of the financial year, MNRB Retakaful Berhad (MRT) and Family businesses both saw a MNRB’s reinsurance and retakaful deterioration in the claims incurred subsidiaries had their ratings The year saw MRT experiencing ratio and an increase in Incurred But reaffirmed by the rating agencies, significant growth in total gross Not Reported (IBNR) claims provision. an apt testament to the quality of contribution, which increased by MRT also saw the first time adoption our business and the strength of 59.4% or RM50.7 million to RM136.1 of the Provision of Risk Margin our capital. million as compared to RM85.4 for Adverse Deviation (PRAD) as MNRB Holdings Berhad 031

In October 2012, Fitch Ratings In July 2013, Fitch Ratings further The year in review saw Takaful reaffirmed Malaysian Re’s Insurer reaffirmed Malaysian Re’s Insurer FSR IKHLAS receiving a string of awards Financial Strength Rating (FSR) of ‘A’ and stable outlook, despite the and accolades reflecting its strong of ‘A’ with a stable outlook. This revision on the Country’s sovereign standing as a key takaful player. affirmation underscores the credit rating outlook from stable Takaful IKHLAS was bestowed reinsurer's consistently robust to negative. the title “Best Takaful Provider” financial performance and its strong at the Euromoney Islamic Finance market franchise in Malaysia. It also In December 2012, A.M. Best Co. Awards 2013 in London and the factors in Malaysian Re’s continued reaffirmed the FSR of Malaysian Re “Takaful Leader of the Year” at the sound capital position relative to its with an ‘A- (Excellent)’ rating and International Takaful Award event in business profile. The ‘stable outlook’ issuer credit rating of ‘a–’, both with conjunction with the International is a reflection of Fitch's confidence a stable outlook. The ratings are an Takaful Conference 2012. On top that Malaysian Re will maintain its appropriate reflection of Malaysian of this, the Company was a sound financial fundamentals, given Re's adequate capitalisation, the recipient of the coveted “Industry its heavy emphasis on bottom-line improving trend in its underwriting Leadership Awards” at “The Asset profitability as opposed to purely performance and the consistently Triple A Awards” in the Islamic top-line growth. positive investment income. The Finance category. ratings also acknowledged Malaysian In the same month, Fitch Ratings Re's leading market position reaffirmed MRT’s Insurer FSR of in Malaysia. ‘BBB+’ with a stable outlook. 032 annual report 2013

CHAIRMAN’S STATEMENT (cont’d)

GOOD GOVERNANCE AND RISK MANAGEMENT

Your Board of Directors is committed to proactively upholding and implementing the highest standards of corporate governance, internal control and risk management across the MNRB Group. To ensure the sustainable growth of the Group’s businesses, the preservation of our corporate reputation and continued shareholder value creation, we also subscribe to and effectively apply the principles and best practices laid down in the Malaysian Code on Corporate Governance, the Corporate Governance Guide as well as the Main Market Listing Requirements issued by Bursa Malaysia Securities Berhad.

We recognise that an effective risk management framework is essential for the Group to achieve continued profitability. In 2012, we continued to bolster our existing enterprise- wide risk management framework as well as the risk management end, we view effective corporate Our efforts to elevate the quality of capability across our business units. responsibility as a long-term strategic education in rural areas continues to We also undertook efforts to comply asset and continue to invest in make good headway via the MNRB with regulatory requirements by initiatives that bring tangible benefits Program Lestari Cemerlang, the ensuring our reinsurance subsidiary’s to our stakeholders and contribute Group’s adopt-a-school programme. capital assessment processes are towards the Group’s sustainable Launched in 2011, this initiative aligned with the BNM Guidelines growth. This is part of the Group’s serves to boost the level of education on the Internal Capital Adequacy corporate efforts in providing value in rural schools through activities Assessment Process (ICAAP), which added services to the industry. such as additional classes for PMR took effect on 1 September 2012. We and SPM students, motivational and are also taking the necessary actions In 2012, we continued to make educational talks/camps, as well as to ensure the Group’s compliance good inroads in this area on several computer and library book donations, with the new Financial Services Act fronts. On the education front, we among other activities. 2013 (FSA) and Islamic Financial continued to roll out the MNRB Services Act 2013 (IFSA), which came Scholarship Fund, which provides The Group also continues to into force on 30 June 2013. scholarships to eligible students proactively support several national enrolled in institutions of higher organisations in a variety of ways. learning, both locally and abroad. The details of these initiatives and our RESPONSIBLE CORPORATE Since the initial set-up in December other corporate social responsibility PRACTICES 1998, 357 scholarships amounting to efforts can be found in the relevant

approximately RM10.0 million have section of this Annual Report. As a conscientious corporate citizen, been awarded. These scholarships go the Group’s overall objective is a long way in supporting students to to deliver profits in a responsible pursue courses in Actuarial Science, and sustainable manner. To this Insurance and Risk Management. MNRB Holdings Berhad 033

Since the initial set-up in December 1998, 357 scholarships amounting to approximately RM10 million have been awarded.

GOOD SHAREHOLDER MOVING FORWARD On the domestic front, the pace of VALUE CREATION growth of the Malaysian economy The International Monetary Fund in the first quarter of 2013 (1Q 2013) Capital preservation remains a (IMF) predicts that global growth moderated to 4.1% (4Q 2012: 6.5%, priority for the MNRB Group will remain subdued at slightly 1Q 2012: 5.1%). This was the result of especially in view of the rapidly above 3% in 2013. This scenario is continued contraction in the external increasing regulatory requirements expected to play out primarily as the sector and decelerating private that have come into play. result of slower growth in several investment. Nevertheless, private Nonetheless, in appreciation of our key emerging market economies, consumption remained robust, shareholders’ continued support and as well as a prolonged recession in providing the necessary support in light of FY2013’s strong financial the Eurozone area. While existing for aggregate domestic demand. performance, your Board of Directors downside risks to global growth Continued tightening financial is recommending a first and final prospects remain, new risks have conditions seem to be on the horizon dividend of 32% less 25% income tax emerged. These include the possibility given the signs of rising short-term (FY2012: 17% less 25% income tax). of a longer growth slowdown period, external debt, especially by the The total net dividend payout for the slowing credit and possibly tighter banking sector. year, which will amount to RM51.14 financial conditions if the anticipated million (FY2012: RM27.2 million), unwinding of monetary policy In view of the uncertain external is subject to the shareholders’ stimulus in the US leads to sustained environment as well as the generally approval at the forthcoming capital flow reversals. poor performance of Malaysia's key Annual General Meeting. macroeconomic indicators, domestic 034 annual report 2013

CHAIRMAN’S STATEMENT (cont’d)

demand is expected to moderate severity and frequency of natural from the rising per capita income slightly in 2013, although it will disasters are reshaping insurers’ views of the population as well as new continue to power the growth of the of risk, further demonstrating new and innovative products introduced Malaysian economy. The Malaysian dimensions of risk correlation and by insurance/takaful companies. Institute of Economic Research catastrophe modelling. As they move This bullish outlook is supported (MIER) for one, has revised its 2013 forward, insurers must strategically by growing affluence among the growth forecast for the Malaysian leverage on technology investments middle-income population, healthy economy downwards to 4.8% from to support growth and improve risk consumer spending power, an 5.6% previously. management. At the same time, they under-penetrated market, as well will have to keep pace with mobile as innovative products through For the Asia Pacific Insurance technology and bring into play channels like bancassurance and sector, while significant top-line innovative insurer distribution and agencies. Overall, the continuing growth opportunities exist, insurers service strategies. financial reforms and developments would be more selective about aimed at enhancing financial sector entering or exiting new markets Despite the moderating economic resilience augur well for Malaysia in and would continue to focus on growth, the outlook for the the mid to long-term. tapping distribution channels and Malaysian insurance/takaful industry managing costs, while maintaining remains encouraging for both the Moving forward, your Board productivity. With regulators looking life/family and general insurance/ of Directors remains cautiously to bolster consumer confidence, takaful segments, with premiums/ optimistic of the Group’s prospects insurers must weigh up the far- contributions in both segments for the new financial year. We will reaching implications of changing expected to increase at respectable continue to focus our efforts on regulations on operations, structures rates. The life/family insurance ensuring that our subsidiaries are and business models. The increasing segment is expected to benefit adequately capitalised to meet all regulatory requirements and support business growth. As we set our sights on exploring all opportunities and addressing all challenges, we will continue to adopt a prudent and conservative approach in all that we undertake to ensure shareholders’ value creation remains our top priority.

ACKNOWLEDGEMENTS

On behalf of the Board of Directors, I wish to convey my utmost appreciation to Permodalan Nasional Berhad and all our shareholders for your steadfast support and confidence in MNRB. My heartfelt appreciation goes also to all our loyal customers, business partners, ceding companies and intermediaries as well as Bank Negara Malaysia and the insurance and takaful associations for their support and cooperation. MNRB Holdings Berhad 035

I also wish to thank my fellow Board Last but not least, I wish to also thank members for their commitment, our dedicated and hardworking contributions and wise counsel. employees, who have time and time MNRB is indeed fortunate to have again risen to the task to deliver such committed individuals to serve on their mandate despite the year’s on its Board and I look forward many challenges. Our success to date to their continuous support and is owing to their commitment and dedication in the coming years. worthy efforts and I am confident we can count on them to continue The Board would also like to record exhibiting a spirit of excellence as our sincere gratitude to Dato’ we all work together to realise the Syed Moheeb Syed Kamarulzaman, MNRB Group’s ambitions. who retired as President & Chief Executive Officer of Takaful IKHLAS As the MNRB Group continues on in November 2012 after 10 long its journey towards greater success, years of dedicated service. Takaful we trust that all our stakeholders IKHLAS certainly rose to take its place will continue to lend us their as a key industry player under his unwavering support. As we venture watch. We thank him for his worthy forth to embrace all opportunities accomplishments and wish him the and overcome the many challenges, very best in his future endeavours. we will work hard to leave a lasting imprint and secure a sustainable During the financial year, two future for all. new Chief Executive Officers joined the Group to head two of our subsidiaries. Please join me On behalf of the Board in extending a warm welcome to Mohd Sahimy Man who joined us on Sharkawi Alis 1 October 2012 as the new President Chairman & Chief Executive Officer of MRT. 3 September 2013 We also extend a warm welcome to Ab Latiff Abu Bakar who joined us on 7 January 2013 as the new President & Chief Executive Officer of Takaful IKHLAS. We look forward to their insights and leadership as they work together with their respective teams to take these companies to greater achievements. TRUSTED BY STAKEHOLDERS Our success and sustainable growth these last four (4) decades have been intrinsically linked to the way we conduct ourselves and deal with our stakeholders. We remain deeply committed to even out our economic ambitions with good societal and environmental behaviour so that it continues to make a positive impact on our shareholders, employees, partners, clients, regulators and the nation. MNRB Holdings Berhad 037

CORPORATE SOCIAL RESPONSIBILITY

OUR COMMITMENT TO GOOD CSR PRACTICES

In MNRB’s forty (40) years of existence as a key player in initially the reinsurance sector and then the takaful and retakaful sectors, we have enjoyed strong ties with our stakeholders. The enduring relationships we have cultivated with shareholders, employees, partners, clients, regulators and the Government, have largely materialised as the result of the many good Corporate Social Responsibility (CSR) practices we have undertaken over the years.

We view CSR as a long-term strategic asset and continue to invest in initiatives that bring tangible benefits to our stakeholders and contribute towards the Group’s sustainable growth. Our overall objective as a conscientious corporate citizen is to deliver profits in a responsible and sustainable manner.

In the period under review, we continued to set our sights on growing profitably in a responsible manner by embedding good CSR practices within the areas of the Workplace, Community and Environment.

RESPONSIBLE WORKPLACE PRACTICES

Our workforce is our greatest strategic asset and we endeavor to ensure that our employees grow and succeed under our care. In our quest to provide our employees with a holistic working environment, we implemented a host of training initiatives and health campaigns.

1 Anlene Bone Health Check In collaboration with Anlene Malaysia, the Bone Health 1 Check 2013 Programme was organised to educate our employees on the importance of having healthy bones. This initiative highlighted the importance of taking care of one’s bones to avoid any bone-related diseases. 2 Reopening of Malaysian Re Gymnasium The newly refurbished Malaysian Re Gymnasium (now at the rooftop of Bangunan Malaysian Re) has reopened its doors to employees of the Group. Supporting the Group’s goal of ensuring active and healthy employees, it aims to inculcate a healthy lifestyle among employees, provide new health experiences and strengthen the ties between them. 2

Ergonomic Chairs for All Employees

In line with the Group’s objective of providing a more conducive working environment and increasing productivity by minimising health risks to employees, ergonomic chairs were provided to all employees. Staff were briefed on how to make the best use of the chairs by adopting the correct posture so as to reduce the risk of stress and injury to muscles and joints. 038 annual report 2013

CORPORATE SOCIAL RESPONSIBILITY (cont’d)

3 30th Annual Family Outing The Group’s Annual Family Outing which was held at the Golden Sands Resort, Shangri La in Penang from 15-17 September for some eight hundred fifty (850) staff of the MNRB Group. With the theme “Pirates of the Straits”, the very successful event saw many participants attending the annual dinner dressed as various characters from the hit movie Pirates of the Caribbean.

3 4 Blood Donation Drive 2013 The Group held its 10th Blood Donation Drive at Bangunan Malaysian Re as part of a campaign to help the National Blood Centre (NBC) increase its blood supply especially in view of the coming festive season. This annual event forms part of a Group effort that focuses on the health and general well-being of our employees and the surrounding communities. 4 5 5 MNRB Healthy Heart Awareness Programme 2013 MNRB in collaboration with the Heart Foundation of Malaysia for the MNRB Healthy Heart Awareness Programme, contributed RM20,000 in support of the Foundation’s efforts in educating the public on heart and circulatory diseases. Mohd Din Merican, President & Group Chief Executive Officer of MNRB presented the donation to Tan Sri Kamaruzzaman Shariff, Vice President of the Heart Foundation of Malaysia.

The three-day programme saw employees undergoing free health screenings consisting of blood pressure tests, blood tests to determine the glucose and cholesterol levels, and a health counselling session. Dato’ Dr. Khoo Kah Lin, Director and Cardiologist of the Heart Foundation of Malaysia, also presented a health talk entitled “Healthy Heart”. MNRB Holdings Berhad 039

ENRICHING COMMUNITY PRACTICES

We believe in empowering the communities around us to elevate their lives and ensure a better future for all. For this reason, our community CSR efforts have focused on equipping children as the leaders of tomorrow. Through seminars, workshops, camps and sponsorships, we continue to lay strong foundations for the younger generation in order for them to reach greater heights. In addition to our initiatives for students, our community- based CSR activities also included various food and charity drives for the less fortunate.

6 MNRB Program Gemilang PMR/SPM The Group organised a motivational talk entitled “MNRB Program Gemilang PMR/SPM 2012” for students of Sekolah Menengah Kebangsaan (SMK) Slim who were preparing for their Penilaian Menengah Rendah (PMR) 6 and Sijil Pelajaran Malaysia (SPM) examinations. Held at the Dewan Tan Sri Ghazali Jawi in Slim River, Perak, the talk was given by Dr. Tengku Asmadi Tengku Mohamad, a famous motivational speaker from Map Training & Consultancy Sdn. Bhd. He provided tips on effective studying, highlighted behaviours that encouraged success, and gave advice on how students could further develop their aspirations. 040 annual report 2013

CORPORATE SOCIAL RESPONSIBILITY (cont’d)

7 MINGGU Saham Amanah Malaysia (MSAM) 2012 As part of our aim to promote a better understanding of the many investments that are available in Malaysia, we participated in Minggu Saham Amanah Malaysia (MSAM) 2012 which was held at Stadium Likas, , . This was the 13th consecutive year in which we participated in such an event organised by Permodalan 7 Nasional Berhad (PNB).

• Sponsorship for Pertandingan Bicara Berirama Sekolah 8 Rendah Peringkat Sabah

In tandem with MSAM 2012 and with the goal of nurturing students to become progressive, creative and knowledgeable individuals , Takaful IKHLAS donated RM30,000 to the Sabah Education Department and the Kota Kinabalu Education Office. The funds were used to sponsor the “Pertandingan Bicara Berirama Sekolah Rendah Peringkat Sabah” with the aim of helping students excel while helping deter them from becoming involved in negative activities. 8 9 9 • MNRB Ringgit–Savvy Programme for Kota Kinabalu Students

As part of our efforts to empower communities, we held a four-session financial-literacy programme called “MNRB Ringgit-Savvy Programme” for some five hundred (500) students in Kota Kinabalu, Sabah. These sessions formed part of our CSR efforts to educate secondary school students on the benefits of money management via technology, creativity and environmental friendly initiatives. The two-day programme which was run in conjunction with MSAM 2012 was divided into three (3) segments, namely the Tech-Ringgit Savvy, Eco-Ringgit Savvy and Creative- Ringgit Savvy segments.

• Takaful IKHLAS Provides Incentives in Sabah

In conjunction with MSAM 2012, Takaful IKHLAS presented incentives amounting to RM18,000 to 10 fortunate bank customers who had enrolled in Takaful IKHLAS policies via participating bank branches. The MSAM event proved to be an opportune platform to reward Takaful IKHLAS’ customers and business partners. MNRB Holdings Berhad 041

• RM50,000 Zakat Contribution to Sabah Islamic 12 MNRB Kem Mutiara Kasih Religious Council To motivate students in the rural areas to become model Takaful IKHLAS contributed zakat (business tithe) scholars, we organised MNRB Kem Mutiara Kasih, a amounting to RM50,000 to the Sabah Islamic Religious motivational camp for forty (40) students of SMK Slim. The Council (SIRC) during MSAM 2012. Aspah Abdullah camp consisted of programmes that exposed participants Sani, Deputy Chairman of the SIRC received the zakat to themes that challenged them and encouraged them contribution from Sharkawi Alis, Chairman of Takaful to become successful students. Participants were provided IKHLAS. The handover ceremony held at the Takaful advice, taught techniques that included tips on organising IKHLAS showcase area was witnessed by TYT Tun their textbooks and speed-reading, as well as accorded Datuk Seri Panglima Juhar Mahiruddin, Yang di-Pertua other guidelines for effective studying-all of which aimed Negeri Sabah. The zakat comprising contributions to help them secure a successful future. from Takaful IKHLAS’ 2011/2012 financial year The camp held at Kem Nadi in Sungkai, Perak, was part (FY2011/2012) was distributed to beneficiaries of the MNRB Program Lestari Cemerlang – a two-year throughout Sabah. educational programme with a sponsorship value of RM60,000. This programme aims to motivate students, instil high moral values in them and raise their self- Health Aid Equipment for the Queen Elizabeth Hospital confidence so that they perform well in the upcoming PMR and SPM examinations. In conjunction with MSAM 2012, Takaful IKHLAS donated ten (10) deluxe wheelchairs, four (4) Littman Combination Classic stethoscopes and Accoson B.P Set-Mercurial Type Y kits amounting to RM10,000 in total to the Queen Elizabeth Hospital.

10 English Language Seminar for Students In its bid to improve the command of the English Language among students, Takaful IKHLAS organised an English Language Seminar as preparation for students sitting for their PMR and SPM examinations. The seminar 11 titled “Learning English Is Fun” was held for two (2) days at the company’s headquarters in Bangsar. Sixty (60) students from Form Three (3) and Five (5) from Sekolah Menengah Kebangsaan Sri Pantai, Kampung Kerinchi took part in the programme supervised by Applied Scholastics Institute. The seminar helped students develop a confidence in speaking the English language through placing an emphasis on their pronunciation and their understanding of the meaning of sentences.

11 MNRB Scholarship Fund Presentation Ceremony 12 Under the MNRB Scholarship Fund, forty-one (41) students were awarded scholarships to pursue various insurance-related courses in national and international institutions. This forms part of our efforts to develop the capacity and skills of the local insurance industry through education. The scholarships were presented by Sharkawi Alis, Chairman of the MNRB Group and MNRB Scholarship Fund at a scholarship presentation ceremony held at Bangunan Malaysian Re in Damansara Heights. 042 annual report 2013

CORPORATE SOCIAL RESPONSIBILITY (cont’d)

13 Towards Achieving Excellence Seminar Takaful IKHLAS organised a one-day preparatory seminar for Ujian Penilaian Sekolah Rendah (UPSR), Penilaian Menengah Rendah (PMR) and Sijil Pelajaran Malaysia (SPM) students titled "Seminar Towards Achieving Excellence" at the company's head office in Bangsar, Kuala Lumpur. Some one hundred fifty (150) students from Asrama Darul Falah Kuala Lumpur, Sekolah Menengah Kebangsaan Sri Pantai, Sekolah Rendah Agama Sri Pantai as 13 well as children of Takaful IKHLAS employees participated in the seminar.

14 Sighting of the New Moon Experience for Asnaf Children A total of thirty (30) asnaf (zakat or tithe recipients) were given the opportunity to attend the sighting of the new moon for Ramadan which determines the beginning of fasting for Muslims in the country. The programme conducted at the Putrajaya International Convention Centre was a collaborative effort between Takaful IKHLAS, the Federal Territory Mufti Office, the 14 Department of Survey and Mapping Malaysia and the Selangor Zakat Board (LZS). The programme provided the opportunity for asnaf children under LZS’ supervision to have a personal experience in the sighting of the new moon for Ramadan, which is rarely experienced by the public.

15 Help for the Poor via Iftar Baraqah Programme As a conscientious corporate entity, Takaful IKHLAS addresses the difficulties faced by the community by conducting various CSR programmes that focused 15 on helping the less fortunate. During the month of Ramadan, Takaful IKHLAS organised a special Iftar Baraqah Programme in aid of the poor and needy around Selangor. In collaboration with the Selangor Zakat Centre, the Takaful IKHLAS team made surprise visits to four (4) homes located in Puchong, Sungai Buloh and Shah Alam. The programme aimed to instil the spirit of helping others in the community as well as nurture empathy towards the less fortunate. MNRB Holdings Berhad 043

16 Iftar and Ramadan Contribution to Anak Yatim dan Miskin Baitu Saidati Khadijah

In conjunction with the month of Ramadan, MNRB organised a Majlis Berbuka Puasa (breaking of fast ) event with employees and their families at our head office in Bangunan Malaysian Re, Kuala Lumpur. At the same time, we conducted our Community Relations Programme for the Pusat Pertubuhan Kebajikan Anak Yatim dan Miskin Baitu Saidati Khadijah, a centre for orphans and children from poor families.

At the ceremony, the Group contributed RM10,000 in cash for the centre’s needs which went towards the purchase 16 of furniture and electrical goods, among other needs. In addition, we also distributed duit raya to all the centre’s children. MNRB’s President & Group Chief Executive Officer, Mohd Din Merican presented the contributions to the centre’s supervisor, Esah Abdullah.

17 Bringing Cheer to Residents of the Al-Ikhlas Home, Kampung Pulau Meranti, Puchong

Takaful IKHLAS had a breaking of fast session with residents of Rumah Jagaan & Rawatan Orang Tua Al-Ikhlas in Kampung Pulau Meranti, Puchong to honour 17 and share the blessings of Ramadan with the needy. Two (2) oxygen tanks and other medical aid were presented to the home. In addition, each resident was presented with a goody bag consisting of food and daily necessities. 044 annual report 2013

18 MNRB Food Drive 2012 MNRB Food Drive was organised during the month of Ramadan. This programme encouraged employees to donate food and essential goods that were then distributed to several orphanages and old folks homes in the Klang Valley. 18 19 Eidul Adha Contribution to 300 Families About three hundred (300) less fortunate families comprising the poor, single mothers, the disabled and their families received various types of assistance from Takaful IKHLAS. This included contributions in the form of qurban meat in conjunction with Eidul Adha celebrations and provisions such as rice, sugar, milk and cooking oil. In addition, Takaful IKHLAS also handed over a business zakat contribution amounting to RM10,000 to the committee of the Kampung Pasir Besar Mosque.

19 20 20 New Library for An Orphanage in Perlis In 2012, Takaful IKHLAS partnered with Islamic Aid Malaysia (IAM) to equip the Darul Falah Ummi Aishah Orphanage in Kampung Behor Masjid, Titi Serong with a library of 1,000 books in Bahasa Melayu and English. Under the Orphanage Library programme, Takaful IKHLAS donated RM33,000 to set up the library and purchase books and computers and bookracks. The partnership with IAM is a continuous venture to develop a caring society under the company’s CSR tagline, “IKHLAS untuk Komuniti” (IKHLAS for the Community). MNRB Holdings Berhad 045

21 Takaful IKHLAS Sponsors School Gear Some fifty (50) children between the ages of eight (8) and thirteen (13) from various schools and welfare homes around Kuala Lumpur and Selangor received school gear from Takaful IKHLAS. The children were taken on an outing to buy school gear at AEON Jusco Bukit Tinggi, Klang. The group comprised orphan children (asnaf or zakat recipients) from the Klang Valley under the administration of the Selangor Zakat Council, as well as children from the Good Samaritan Home, Klang and Pusat Jagaan Kanak-kanak Cacat Klang. 22 Screening for Employees of Publications 21 As part of its aim to raise awareness on healthy living, Takaful IKHLAS organised free health checks for employees of The Star Publications (M) Bhd at Menara Star in Petaling Jaya. Staff were offered tests to screen their blood glucose levels, Body Mass Index (BMI) and blood pressure.

INVESTING HOPE, INSPIRING OTHERS

Going forward, MNRB is determined to continue investing hope into the communities in and around us. Through CSR activities that truly make a difference, we will continue to lend a helping hand to society and inspire others, particularly the younger generation, in order to ensure a brighter future for all. 22 Even as we endeavour to balance out our economic ambitions with good societal and environmental behaviour, we will ensure the delivery of impactful and tangible CSR outcomes in the areas of the Workplace, Community and the Environment. Only then can we hope to create sustainable value for the Group and reinforce our ties with all our stakeholders. 046 annual report 2013

STATEMENT ON CORPORATE GOVERNANCE

The Board of Directors (“Board”) of MNRB is committed towards maintaining high standards of corporate governance and strives to continuously improve the effective application of the principles and best practices as laid down in the following:

• The Malaysian Code on Corporate Governance 2012; • The Corporate Governance Guide issued by Bursa Malaysia Securities Berhad (“Code on Corporate Governance”); • The Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Bursa Malaysia Main Market Listing Requirements”); and • The Green Book published by the Putrajaya Committee on GLC High Performance (“the Green Book”).

MNRB’s policy is to implement these principles and best practices and to uphold high standards of business integrity in all activities undertaken by the Group. This shall include a commitment to emulate good industry examples and to comply with guidelines and recommendations in the conduct of business activities within the Group.

Set out below is a statement on how MNRB has applied the principles and complied with the Best Practices as prescribed under the above Code on Corporate Governance, the Bursa Malaysia Main Market Listing Requirements, and the Green Book during the financial year ended 31 March 2013.

BOARD OF DIRECTORS and annual results, major acquisitions and disposals, major capital expenditures, budgets, business plans and The Board of MNRB is responsible for the proper succession planning for top management, are reserved stewardship of the Group’s resources, the achievement for the Board or its appointed committees to deal with. of Group’s objectives and good corporate citizenship. It discharges this responsibility by complying with all The Board comprises members with a wide range of the relevant Acts and Regulations, including adopting experience in relevant fields such as insurance and the Principles and Best Practices of the above Code on reinsurance, accounting and finance, legal, economic, Corporate Governance, the Bursa Malaysia Main Market investment, international business, banking and business Listing Requirements and the Green Book. operations. Therefore, all Directors have the necessary depth to bring experience and judgment to bear on issues The Board retains full and effective control over the of strategy, performance, resources and ethical standards. Group’s affairs. This includes the responsibility to The profiles of the Directors are provided on pages 016 to determine the Group’s development and overall strategic 019 of this Annual Report. direction. Key matters such as the approval of quarterly MNRB Holdings Berhad 047

Listing Requirements which requires at least two (2) directors or one-third (1/3) of the Board, whichever is the higher, to be independent.

The meetings of the Board are chaired by the Non- Executive Chairman, whose role is clearly separated from the role of the President & Group Chief Executive Officer (“GCEO”). The Chairman is primarily responsible for ensuring the effectiveness and conduct of the Board, whilst the GCEO ensures that Board policies and decisions are implemented accordingly.

The Board members are:

• Sharkawi Alis (Non-Independent Non-Executive Chairman)

• Mohd Din Merican President & Group Chief Executive Officer (Non-Independent Executive Director)

• Megat Dziauddin Megat Mahmud (Senior Independent Non-Executive Director)

• P. Raveenderen (Non-Independent Non-Executive Director)

• Dato’ Syed Ariff Fadzillah Syed Awalluddin (Independent Non-Executive Director)

• Yusoff Yaacob (Independent Non-Executive Director)

• Datuk Mohd Khalil Dato’ Mohd Noor (Non-Independent Non-Executive Director)

• Paisol Ahmad (Non-Independent Non-Executive Director)

BOARD COMPOSITION CONFLICT OF INTEREST

Under the Company’s Articles of Association, the number Directors are required to declare their respective of Directors shall not be less than two (2) or more than shareholdings in the Company and related companies ten (10). and their interests in any contracts with the Company or any of its related companies. Directors are also required The Board currently comprises eight (8) members of to declare their directorships in other companies and whom seven (7) members are Non-Executive Directors, shall abstain from any discussions and decision-making in including the Chairman. Three (3) of these members relation to these companies. are independent. No individual or group of individuals dominate the decision making process of the Board to The Board members’ directorship in companies other than the Company and the Group, are well within the ensure a balanced and objective consideration of issues, restriction of not more than five (5) directorships in public thereby facilitating optimal decision-making. By virtue listed companies as stated in the Bursa Malaysia Main of this composition, the Company is in compliance with Market Listing Requirements. Paragraph 15.02 of the Bursa Malaysia Main Market 048 annual report 2013

STATEMENT ON CORPORATE GOVERNANCE (cont’d)

BOARD MEETINGS (iv) Succession planning, including appointing, training, fixing the compensation of and where appropriate, The Board meeting dates for the ensuing financial year replacing key management; are scheduled in advance before the end of the current financial year so that the Directors are able to plan ahead (v) Developing and implementing an investor/ and schedule these dates into their respective meeting shareholder relations programme or communication schedules. policy for the Group; and

The Board has scheduled meetings at least six (6) times a (vi) Reviewing the adequacy and integrity of the Group’s year, besides the Annual General Meeting (“AGM”). For systems of internal control and of management the year ended 31 March 2013, the Board held eight (8) information. meetings. There is also a financial and business review and discussion All Directors have complied with the requirement to of the Group’s quarterly performance including operating attend at least fifty percent (50%) of Board meetings held performance to date, against the annual budget and during the financial year ended 31 March 2013 pursuant business plan previously approved by the Board for that to the Bursa Malaysia Main Market Listing Requirements. year. The details of attendance of the Directors at Board meetings held during the financial year are as follows: The Board delegates the day-to-day management of the Company’s business to the Management Team, but No. of reserves for its consideration significant matters such as Name of Meetings Percentage the following: Director Attended of Attendance Sharkawi Alis 8/8 100% (i) Approval of financial results and quarterly announcements; Mohd Din Merican 8/8 100% Megat Dziauddin (ii) Material acquisition and disposals of assets; Megat Mahmud 8/8 100% P. Raveenderen 8/8 100% (iii) Related-party transaction of a material nature; Dato’ Syed Ariff Fadzillah (iv) Authority levels for core functions of the Company; Syed Awalluddin 8/8 100% Yusoff Yaacob 8/8 100% (v) Corporate policies on investments (including the use of derivatives) and risk management; Datuk Mohd Khalil 8/8 100% Dato’ Mohd Noor (vi) Outsourcing of core business functions; Paisol Ahmad 8/8 100% (vii) Policies & Procedures;

At each scheduled Board meeting, there is a report on the (viii) Annual Budget; and six (6) elements of responsibility of the Board under the Malaysian Code on Corporate Governance, namely: (ix) Capital Management Plan.

(i) Reviewing/adoption of strategic and business plans for the Group; APPOINTMENTS TO THE BOARD

(ii) Overseeing the conduct of the Group’s business The appointment of new Board members are considered to evaluate whether the business is being properly and properly evaluated by the Nomination Committee. managed; Once completed, the Committee shall recommend the proposed appointment to the Board for its deliberation (iii) Identifying principal risks and ensuring the and approval. In making these recommendations, implementation of appropriate systems to manage the Nomination Committee assesses the suitability of the risks; candidates, taking into account the required mix of skills, MNRB Holdings Berhad 049

knowledge, expertise and experience, professionalism, At the 40th AGM, two (2) Directors are due for re-election integrity including financial integrity, competencies and pursuant to Article 86 of the Articles of Association whilst other qualities, before recommending them to the Board one (1) Director is due to retire pursuant to Section 129 of for appointment. the Companies Act, 1965.

The Nomination Committee and Board will devote sufficient time to review, deliberate and finalise the DIRECTORS’ INDEPENDENCE AND INDEPENDENT NON- selection of directors. In this aspect, the Company EXECUTIVE DIRECTORS Secretary will ensure that all the necessary information was obtained and relevant legal and regulatory The Independent Directors play a pivotal role in corporate requirements are complied with. In this aspect, the Board accountability and provide unbiased and independent is also guided by the criteria outlined in Bank Negara views and judgement to the Board’s deliberation and Malaysia’s (“BNM”) Policy on Fit and Proper for Key decision-making process, which is reflected in their Responsible Persons (“BNM/GP1”). membership of the various Board Committees and attendance of meetings as detailed above. Moving forward, and to be in line with the recently adopted Group’s Policy on Fit and Proper, the Nomination The Board has adopted a nine (9) years with maximum Committee will also conduct a yearly assessment on the of twelve (12) years policy for the tenure of Independent suitability of the present Directors under the said policy. Non-Executive Directors, which is implemented to ensure The fit and proper assessment for the Directors will the continuous effective functioning of the Board. Due include self-declaration and vetting by the Company for to the nature of the Group’s businesses that are deemed the purpose of ensuring they are suitable to continue to specialised, the Board is of the view that the maximum serve as directors of the Company. of twelve (12) years is reasonable considering there are significant advantages to be gained from the long-serving Directors who already possess tremendous insight and RE-ELECTION OF DIRECTORS knowledge of the Group’s/Company’s business affairs. The length of their service on the Board does not in any way In accordance with Article 86 the Company’s Articles of interfere with their exercise of independent judgement Association, one-third (1/3) of the Directors for the time and ability to act in the best interests of the Company. being, or if their number is not a multiple of three (3), then the number nearest to one-third (1/3), shall retire The independence of the Independent Non-Executive from office at each AGM. All retiring Directors can offer Directors of the Company would be periodically assessed themselves for re-election. by the Nomination Committee and affirmed by the Board.

Directors who are appointed by the Board during the financial period before the AGM are also required to retire SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR from office and shall seek re-election by the shareholders at the first opportunity after their appointment. In accordance with the best practices in corporate governance, Megat Dziauddin Megat Mahmud continues to be the Senior Independent Director of the Board to The Articles further provide that all Directors shall retire whom concerns of shareholders and stakeholders may from office at least once in every three (3) years but shall be conveyed. Megat Dziauddin Megat Mahmud is also be eligible for re-election. the Chairman of the Audit Committee as well as the Remuneration Committee. Pursuant to Section 129(2) of the Companies Act, 1965, the office of a Director of over the age of seventy (70) years He can be contacted at his email address at becomes vacant at every AGM unless he is re-appointed by [email protected]. a resolution passed at such an AGM of which no shorter notice than that required for the AGM has been given, and the majority by which such resolution is passed is not less than three-fourths (3/4) of all members present and voting at such an AGM. 050 annual report 2013

STATEMENT ON CORPORATE GOVERNANCE (cont’d)

BOARD AND INDIVIDUAL DIRECTORS’ EFFECTIVENESS Prior to Board meetings, every Director receives a notice of meeting, the agenda and Board papers. Sufficient time The Board members undertake a formal and transparent is given to the Directors to enable them to obtain further process, upon completion of every financial year, to assess explanations, where necessary, so that there will be full the effectiveness of fellow directors, the Board as a whole participation by Directors at the meeting. The Board and the performance of the Executive Director. papers include the following:

The Board and Individual Directors Evaluation are based • Minutes of Board Committee meetings to keep the on answers to a detailed questionnaire. The evaluation Board informed; form is distributed to all Board members and covers topics which include, among others, the responsibilities of the • Reports by the various Board Committees on issues Board in relation to strategic plan, fiscal oversight, risk deliberated at the respective Committee meetings; management, Board composition and training needs. Other areas which are assessed include the contribution • Financial Statements Report on subsidiaries’ of each and every member of the Board at meetings as performance; and well as meeting arrangements. • Compliance reports. The Nomination Committee, having deliberated the findings of the Board and Individual Directors Evaluation, Proper guidelines have been given by the Board pertaining will report to the Board the results and highlight those to the content, presentation style and delivery of papers that require further discussion and direction by the Board. to the Board for each Board meeting to ensure adequate information is disseminated to the Directors.

SUPPLY OF INFORMATION All Directors have direct access to the members of the Senior Management team and the services of the All Directors have full and unrestricted access to all Company Secretary to enable them to discharge their information pertaining to the Group’s business affairs, duties effectively. whether as a full Board or in their individual capacity, to enable them to discharge their duties. The Company Secretary attends and ensures that all Board meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are taken and maintained in the statutory register at the registered office of the Company. The Company Secretary works closely with the Management to ensure that there are timely and appropriate information flows within and to the Board and Board Committees, and between the Non-Executive Directors and Management.

The Directors may, if necessary, obtain independent professional advice from external consultants, at the Company’s expense.

Throughout their period in office, Directors are updated on the Group’s business, the competitive and regulatory environments in which it operates and other changes by way of written briefings and meetings with the Senior Management staff. MNRB Holdings Berhad 051

DIRECTORS’ TRAINING

The Company acknowledges that continuous education is vital for the Board members to gain insight into the regulatory updates and market developments to enhance the Directors’ skills and knowledge in discharging their responsibilities.

All new Directors are required to undergo an induction programme whereby they receive information about the Group, the formal statement of the Board’s role, the powers that have been delegated to the Company’s Senior Management and Management committees as well as the latest financial information about the Group. This is to enable them to contribute effectively from the outset of their appointment.

With the repeal of Practice Note 15 on Continuing Education Programme by Bursa Securities, the continuous training needs of the Directors are now vested in the Board.

During the financial year, all Directors attended various seminars and programmes to strengthen their skills sets and knowledge in order to effectively discharge their (v) Tun Ismail Mohamed Ali Memorial Lecture on “The responsibilities, as well as to acquire sound understanding Fall of the West and the Rise of Asia: What are of current issues and developments in the financial and the Mechanisms at Work, and Where is Malaysia’s business environment. Place?”; The Company Secretary facilitates the organising (vi) 26th EAIC Conference – “Transforming the East Asian of internal training programmes and the Directors’ Insurers”; participation in external programmes. The Company Secretary keeps a complete record of the training received (vii) Bursa Training on Sustainability Training for Directors or attended by the Directors. The following are some of and Practitioners; the programmes and seminars attended by the Board members during the financial year: (viii) FIDE Elective Programme : ICAAP Programme; (i) 29th GAIF Conference – “Insurance and the Arab (ix) Global Islamic Finance Forum 2012 – World Reform”; “Internationalisation of Islamic Finance: Bridging Economies”; and (ii) FIDE Forum – “Corporate Governance – Should I Take It Seriously”; (x) Global Islamic Wealth and Asset Management – Capitalising Challenges & Opportunities. (iii) 2012 IIS Seminar – “Insurance Frontiers: Sustainability and Innovation in Emerging Markets”; All Directors have attended the Mandatory Accreditation Programme in accordance with the Bursa Malaysia Main (iv) IMF Talk – “Asia and The Global Economy: The Market Listing Requirements. Promise of Integration”;

052 annual report 2013

STATEMENT ON CORPORATE GOVERNANCE (cont’d)

BOARD COMMITTEES In order to encourage a greater exchange of free and honest views and opinions between the Audit Committee The Board has delegated specific responsibilities to five and External Auditors, meetings between them, without (5) Board Committees, as follows: the executive board member and the Management Team being present, are held twice during the year. i) Audit Committee; The Audit Committee’s duties, as spelt-out in the ii) Nomination Committee; Audit Committee Report on pages 058 to 059 of this Annual Report, include primarily, the duties as spelt out iii) Remuneration Committee; in paragraph 15.12 of the Bursa Malaysia Main Market Listing Requirements. iv) Risk Management Committee; and The Committee met six (6) times during the financial year. v) Investment Committee.

These Committees have their respective Terms of Nomination Committee Reference, which clearly define their duties and obligations in assisting and supporting the Board. The The Nomination Committee comprises exclusively three ultimate responsibility for the final decision on all matters (3) Non-Executive Directors, the majority of whom lies with the entire Board. are independent. The Committee is chaired by an Independent Non-Executive Director in compliance with Paragraph 15.08(1) of the Bursa Malaysia Main Market Audit Committee Listing Requirements.

The Audit Committee comprises five (5) members of whom The members of the Committee are: three (3) are Independent Non-Executive Directors and two (2) are Non-Independent Non-Executive Director. Two • Dato’ Syed Ariff Fadzillah Syed Awalluddin (2) members of the Committee are qualified Accountants Chairman and members of the Malaysian Institute of Accountants. (Independent Non-Executive Director) The members of the Committee are: • Sharkawi Alis • Megat Dziauddin Megat Mahmud (Non-Independent Non-Executive Director) Chairman (Senior Independent Non-Executive Director) • Yusoff Yaacob (Independent Non-Executive Director) • Dato’ Syed Ariff Fadzillah Syed Awalluddin (Independent Non-Executive Director) The Committee’s objectives are to establish a documented formal and transparent procedure for the appointment • P. Raveenderen of Directors and key senior officers as well as to assess the (Non-Independent Non-Executive Director) effectiveness of Directors, the Board as a whole and the various committees of the Board on an ongoing basis. The • Paisol Ahmad Committee regularly reviews the profile of the required (Non-Independent Non-Executive Director) mix of skills and attributes of the Directors and is satisfied that the Board has the appropriate balance of expertise • Yusoff Yaacob and ability to discharge its responsibilities. All assessments (Independent Non-Executive Director) and evaluations carried out by the Committee are properly documented and kept by the Company Secretary. The Committee’s Terms of Reference include the review and deliberation of the Financial Statements of the The Committee, following its recent annual review, is Company and the Group, findings of the External and satisfied that the size of the MNRB Board is optimum and Internal Auditors, any related party transactions and that there is the appropriate mix of knowledge, skills, any conflict of interest situation within the Group, as attributes and core competencies in the composition of well as making recommendations to the Board on the appointment/ reappointment of External Auditors. MNRB Holdings Berhad 053

the Board. The Committee is satisfied that all the members of the Board are suitably qualified to hold their positions as Directors of MNRB in view of their respective academic and professional qualifications, experience, knowledge and personal qualities.

The Directors are able to devote full commitment to their roles and responsibilities as Directors of the Company, as they hold either one or only a few directorships in public listed companies as described below:

(i) Holding only one directorship in other public listed company – one (1) Director

(ii) Holding two directorships in other public listed companies – two (2) Directors

The Committee met three (3) times during the financial year. The activities of the Nomination Committee during the financial year include the following: Remuneration Committee (i) Revised the Annual Assessment Form on the Effectiveness of the Board and the Individual Board The Board had established a Remuneration Committee members, and recommended the same for the comprising three (3) Non-Executive Directors. Board’s adoption; The members of the Committee are: (ii) Reviewed the Policy on Independent Directors, which was subsequently approved by the Board; • Megat Dziauddin Megat Mahmud Chairman (iii) Recommended to the Board the adoption of a new (Senior Independent Non-Executive Director) Fit & Proper Policy for all Key Responsible Persons of the Group; • Dato’ Syed Ariff Fadzillah Syed Awalluddin (Independent Non-Executive Director) (iv) Assessed the performance of key Senior Management staff prior to the renewal of their contracts; • Yusoff Yaacob (Independent Non-Executive Director) (v) Assessed and made recommendations on the re- election of Directors retiring by rotation at the 40th The Committee’s primary objective is to establish a Annual General Meeting; formal and transparent procedure for developing a remuneration policy for Directors, Executive Directors and (vi) Reviewed the results of the Annual Assessment on key senior officers and ensuring that their compensation the Effectiveness of the Board and the Individual is competitive and consistent with the Company’s culture, Board members, including the assessment on the objectives and strategies. Additionally, the Committee is independence of the Independent Directors; and also responsible for recommending to the Board on the specific remuneration packages for Directors, Executive (vii) Assessed the training needs of the Directors and Directors and key senior officers. ensured that the necessary training was being provided by the Company. The Board as a whole will determine the remuneration of the Non-Executive Directors. Each individual Director will abstain from the Board discussion and decision on his own remuneration.

The Committee met three (3) times during the financial year. 054 annual report 2013

STATEMENT ON CORPORATE GOVERNANCE (cont’d)

Risk Management Committee of the Board Investment Committee

The Board believes that an effective Risk Management The Investment Committee, comprising two (2) Framework is essential to the Group in its quest to achieve Non-Independent Non-Executive Directors, one (1) its corporate objectives, continued profitability and Independent Non-Executive Director and one (1) Non- enhancement of shareholders’ value in today’s rapidly Independent Executive Director, examines strategic changing market environment. investment proposals and makes decisions to optimise the Group’s returns on its investment activities. The members With this in mind, the Board had established a dedicated of the Committee are: Board Committee known as the Risk Management Committee of the Board (“RMCB”) which oversees the • Datuk Mohd Khalil Dato’ Mohd Noor implementation of an enterprise-wide risk management Chairman framework. The Committee comprises three (3) members (Non-Independent Non-Executive Director) and is chaired by an Independent Non-Executive Director. The members of the Committee are: • Megat Dziauddin Megat Mahmud (Senior Independent Non-Executive Director) • Yusoff Yaacob Chairman • Paisol Ahmad (Independent Non-Executive Director) (Non-Independent Non-Executive Director)

• P. Raveenderen • Mohd Din Merican (Non-Independent Non-Executive Director) (Non-Independent Executive Director)

• Datuk Mohd Khalil Dato’ Mohd Noor The Committee met four (4) times during the financial year. (Non-Independent Non-Executive Director)

The RMCB is responsible for: DIRECTORS’ REMUNERATION i) reviewing and recommending risk management Remuneration Policy and Procedure strategies, policies and risk tolerance for the Board’s approval; The Remuneration Committee recommends to the Board the appropriate remuneration packages for the Directors ii) reviewing and assessing the adequacy of risk as well as Executive Director and the key senior officers management policies and framework for identifying, in order to attract, motivate and retain the Directors, measuring, monitoring and controlling risks as well as Executive Director and the key senior officers of the the extent to which these are operating effectively; necessary calibre and quality as required by the Group. The Group’s Remuneration policy is to reward the iii) ensuring adequate infrastructure, resources and Directors and the key senior officers competitively, taking systems are in place for effective risk management i.e. into account performance, market comparisons and ensuring that the staff responsible for implementing competitive pressures in the industry. Whilst not seeking risk management systems perform those duties to maintain a strict market position, the Committee takes independently of the Group’s risk taking activities; into account comparable roles in similar organisations and that may be the same in size, market sector or business complexity. iv) reviewing the management’s periodic reports on risk exposure, risk portfolio composition and risk The Executive Director does not participate in any way in management activities determining his individual remuneration.

The Committee met four (4) times during the financial year. All Non-Executive Directors are paid with Directors’ fees, which are recommended by the Board and approved annually by the shareholders at the Annual General Meeting. MNRB Holdings Berhad 055

The details of the total remuneration of each Director of the Company during the financial year ended 31 March 2013 are as follows:

Executive Director Non-Executive Director Total Directors’ Remuneration RM'000 RM'000 RM'000

Fees – 700 700

Salaries and other emoluments 1,626 139 1,765

Benefits-in-kind 26 31 57

Total 1,652 870 2,522

Number of Directors Directors Remuneration Executive Director Non-Executive Director

Below than RM50,000 – –

RM50,001 to RM100,000 – _

RM100,001 to RM150,000 – 7

RM150,001 to RM200,000 – –

More than RM200,001 1 –

Total 1 7

Indemnification of Directors and Officers WHISTLEBLOWING

Directors and Officers are indemnified under a Directors’ The Group is committed to carrying out its business in and Officers’ Liability Insurance against any liability accordance to the highest standards of professionalism, incurred by them in the discharge of their duties while honesty, integrity and ethics. Accordingly, the Group has holding office as Directors and Officers of the Company. established a Whistleblowing Policy with the following The Directors and Officersshall not be indemnified where objectives: there is any negligence, fraud, breach of duty or breach of trust proven against them. (i) To help develop a culture of accountability and integrity within the Group;

(ii) To provide a safe and confidential avenue for all employees, external parties and other stakeholders to raise concerns about any misconduct; 056 annual report 2013

STATEMENT ON CORPORATE GOVERNANCE (cont’d)

(iii) To reassure whistleblowers that they will be protected information is not just established to comply with the from detrimental action or unfair treatment for requirements of the Bursa Malaysia Main Market Listing disclosing concerns in good faith; and Requirements pertaining to continuing disclosure, but to also align with the best practices as recommended (iv) To deter wrongdoing and promote standards of in the Malaysian Code on Corporate Governance 2012 good corporate practices. with regard to strengthening the engagement and communication with shareholders. This Policy governs the disclosures, reporting and investigation of misconduct within the Group as well The Group’s Annual Report is the main channel of as the protection offered to the persons making those communication between the Group and its stakeholders. disclosures (“whistleblowers”) from detrimental action The Annual Report communicates comprehensive in accordance to Act 711, Whistleblower Protection Act, information of the financial results and activities 2010. undertaken by the Group. As a listed corporation, the contents and disclosure requirements of the Annual It is the Group’s policy to encourage its employees and Report are also governed by the Bursa Malaysia Main external parties to disclose any misconduct, and to fully Market Listing Requirements. investigate reports and disclosures of such misconduct, as well as to provide the whistleblower protection in The Company disseminates its Annual Report, together terms of confidentiality of information and safeguard with an executive summary, to its shareholders either the whistleblower from any act of interference that may in hard copy or in CD ROM media. All information to be detrimental to the whistleblower. The Group assures shareholders is available electronically in the Company’s whistleblowers that all reports will be treated with strict website (www.mnrb.com.my) as soon as it is announced confidentiality and upon verification of genuine cases, or published. prompt investigation will be carried out. The AGM is the principal forum for dialogue with The official avenues for disclosure by the whistleblower shareholders. The Company’s AGM is normally well are via any of the following recipients: attended as it provides the shareholders direct access to the Board as well as gives them an opportunity to i. The Chairman of MNRB Holdings Berhad; participate effectively and to vote. ii. The Chairman of the Audit Committee of MNRB Notice of the AGM and the Annual Report are sent out Holdings Berhad; or to shareholders at least twenty-one (21) days before the date of the meeting. iii. The President & Group Chief Executive Officer. Besides the normal agenda for the AGM, the Chairman of The disclosure of misconduct or wrongdoing shall be made in the Group presents a comprehensive and concise review writing via email to [email protected]. The Policy of the Group’s financial performance and the value and relevant form can be accessed at www.mnrb.com.my. created for shareholders. This review is supported by the presentation of key points and key financial figures. The Chairman also presents the progress and performance of EFFECTIVE COMMUNICATION WITH SHAREHOLDERS the Group in the Annual Report and provides opportunities for shareholders to raise questions pertaining to the The Group recognises the paramount importance of business activities of the Group. All Directors are available shareholder communication as it is a key component to to provide responses to questions from the shareholders upholding the principles and best practices of corporate during this meeting. governance for the Group. Each item of Special Business included in the notice of In maintaining the commitment to effective the meeting will be accompanied by an explanatory communication with shareholders, the Group adopts statement and/or Circular to Shareholders to facilitate full the practice of comprehensive, timely and continuing understanding and evaluation of the issues involved. disclosure of information to its shareholders as well as to the investing public. This practice of disclosure of MNRB Holdings Berhad 057

Apart from the above engagement with shareholders Internal Control and Risk Management through annual reports and general meetings, the Group also makes announcements of its quarterly results and Information on the Group’s internal control and risk other announcements to Bursa Malaysia to provide management is presented in the Group’s Statement on stakeholders with key information which affects their Risk Management and Internal Control as set out on decision making, thus enhancing the level of transparency. pages 060 to 062 of this Annual Report. To promote wider publicity and dissemination of information that is made public, the Group also issues press releases to the Media on all significant corporate Relationship with Auditors developments and business initiatives to keep the investment community and all stakeholders updated on Information on the role of the Audit Committee in the progress and strategic development of the business relation to the External Auditors may be found in the of the Group. Audit Committee Report set out in pages 058 to 059. The Group has always maintained a close and transparent relationship with its auditors in seeking professional INVESTOR RELATIONS advice and ensuring compliance with the approved accounting standards. As part of the initiatives in developing and implementing an investor relations programme, regular briefings are held between the Group with the analysts and investors. Management’s Accountability Presentations based on permissible disclosures are made to explain the Group’s performance and major development The Group has an organisational structure showing programmes. Price-sensitive information about the Group all reporting lines as well as clearly documented job is however, not disclosed at these briefings until after descriptions for all its Management and Executive the prescribed announcement to Bursa Securities has employees and formal performance appraisals are done been made. on a periodic basis.

MNRB also maintains a website which shareholders and Authority limits, as approved by the Board, are clearly the public in general can access to gain information about established and made available to all employees. the Group at www.mnrb.com.my. None of the Directors and Senior Management staff of the Group have any conflict of interest situations as referred ACCOUNTABILITY AND AUDIT to in Sections 54 and 55 of the Insurance Act, 1996.

Financial Reporting STATEMENT ON COMPLIANCE WITH THE BEST PRACTICES Concerning financial reporting through interim quarterly OF THE CODE reports to Bursa Securities and the Annual Report to shareholders, the Directors have a responsibility to present The Group is committed to achieving high standards of a fair assessment of the Group’s position and prospects. corporate governance and the highest level of integrity The Audit Committee assists the Board in scrutinising and ethical standards in all its business dealings. The Board information for disclosure to ensure accuracy, adequacy will continuously strive towards adopting all the Principles and completeness. The Directors are responsible for and Best Practices as set out in the Malaysian Code on ensuring that the accounting records are kept properly Corporate Governance 2012, the Corporate Governance and that the Group’s financial statements are prepared Guide issued by Bursa Securities, the Bursa Malaysia Main in accordance with applicable approved accounting Market Listing Requirements and the Green Book. standards in Malaysia. The Statement by Directors pursuant to Section 169 of the Companies Act, 1965 is set This Statement on Corporate Governance is made in out on page 063 of this Annual Report. accordance with the resolution of the Board of Directors dated 27 June 2013. 058 annual report 2013

AUDIT COMMITTEE REPORT

MEMBERS OF THE COMMITTEE TERMS OF REFERENCE

Megat Dziauddin Megat Mahmud The main duties of the Committee are: (Chairman & Senior Independent Non-Executive Director) 1. To review and approve the annual audit plan, Dato’ Syed Ariff Fadzillah Syed Awalluddin audit charter, budget, scope of audit procedures, (Independent Non-Executive Director) audit programmes and reports of the internal auditors including actions taken on internal audit Yusoff Yaacob recommendations; (Independent Non-Executive Director) 2. To review the adequacy of the scope, functions, P. Raveenderen competency and resources of the internal audit (Non-Independent Non-Executive Director) functions and that it has the necessary authority to carry out its work; Paisol Ahmad (Non-Independent Non-Executive Director) 3. To review annually with the external auditors, the audit plan and the report including the coordination between the internal and external auditors to prevent MEMBERSHIP duplication of effort; The Audit Committee shall be appointed by the Board and 4. To review the quarterly results and year-end financial comprises at least three (3) members of whom all members statements before approval by the Board including must be non-executive directors and the majority shall the assistance given by the Company’s officers to the be independent directors. At least one member of the auditors; Committee must be a member of the Malaysian Institute of Accountants or eligible for membership. 5. To recommend to the Board the nomination of the external auditors after evaluating their performance The members of the Audit Committee must elect a and to consider the auditors’ remuneration and any Chairman among themselves who is an independent questions of resignation or dismissal; director. 6. To review the external auditors’ management letter The term of office shall be reviewed no less than once in and Management’s response thereto; every two (2) years. 7. To review the disclosure statements in the annual report to be in compliance with Bursa Malaysia AUTHORITY requirements; The Committee is authorised by the Board to undertake 8. To review any related-party transactions and any any activity within its terms of reference and must have conflict of interests situation that may arise within the unlimited access to all information and documents Group; and relevant to its activities, to both the internal and external auditors, as well as to all employees of the Group. 9. To review the allocation of options pursuant to the Company’s Employees’ Share Option Scheme. It must be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the listed MEETINGS issuer, whenever deemed necessary. A quorum shall consist of at least two-thirds of the members It must also have the authority to obtain independent with independent directors forming the majority. legal or other professional advice as it considers necessary. A minimum of four meetings per year is planned. Additional meetings may be called at any time if so requested by any committee member, the Management, the internal or external auditors. MNRB Holdings Berhad 059

The Chairman of the Committee shall invite any person 7. Reviewed the results of the internal audits carried to be in attendance to assist the committee in its out in the year and the adequacy of actions taken by deliberations. Management; and

The minutes of the meetings shall be circulated to the 8. Reviewed the Internal Audit Department’s annual Board after confirmation. audit plan for the year ended 31 March 2013.

The Secretary to the Committee shall be the Company In respect of the Company’s Employees’ Share Option Secretary. Scheme, there was no allocation of options in the year for the Audit Committee to review. For the financial year under review, a total of six (6) Audit Committee Meetings were held. The details of attendance of the Audit Committee members were as follows: INTERNAL AUDIT DEPARTMENT

Name of No. of The Internal Audit Department was set up in-house on Audit Committee Meetings 2 January 1991. It is independent of the activities or Member Attended operations of the operating units. For the financial year ended 31 March 2013, the total costs incurred for the Megat Dziauddin 6/6 Group Internal Audit function were RM1,913,000. Megat Mahmud Dato’ Syed Ariff Fadzillah 6/6 A summary of its activities for the year is as follows: Syed Awalluddin Yusoff Yaacob 6/6 1. Conducted audits of the various business portfolios / departments of the Group; P. Raveenderen 6/6 Paisol Ahmad 5/6 2. Conducted follow-up audits on the implementation of the Audit Committees’ recommendations and Management’s actions taken to improve on issues The main activities that took place during the meetings identified during the audits; and were: 3. Prepared annual audit plans and budget for the 1. Reviewed the quarterly results and year-end financial Audit Committees’ consideration. statements prior to approval by the Board;

2. Considered and recommended to the Board the nomination of the external auditors for the financial year ended 31 March 2013;

3. Reviewed the external auditors’ audit plan for the year ended 31 March 2013;

4. Reviewed the external auditors’ management letter and Management’s response thereto. Meetings without the presence of the Management were also held with the external auditors;

5. Reviewed the disclosure statements in the annual report to be in compliance with Bursa Malaysia requirements;

6. Considered and recommended to the Board the payment of final dividends; 060 annual report 2013

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

RESPONSIBILITY management framework had been put in place and it was operating effectively to manage the risks of The Board acknowledges that it is responsible for the Company for the whole of the financial year the implementation of the Group’s risk management ended 31 March 2013. and internal control system and for reviewing its effectiveness, adequacy and integrity. It recognizes that • Operational Risk Management Committees (“ORMC”) risk management is a continuous process, designed to at the management level were also established to manage rather than eliminate the risk of failure to achieve implement the risk management processes, provide the Group’s business and financial objectives. In pursuing assurance to the Board that the processes have been these objectives, internal control systems can only provide carried out effectively and ensuring a proactive risk reasonable and not absolute assurance against material management culture on an enterprise-wide basis. misstatement or loss. • The Group Chief Risk Management and Compliance The Board has established a robust process for identifying, Officer (“GRMCO”) facilitates the risk management evaluating and managing the significant risks faced by process. The risk management process, structure and the Group. These processes have been in place for the infrastructure are aligned across the subsidiaries whole of the financial year ended 31 March 2013 and through the adoption of the Group’s risk management have continued up to the date on which this Statement framework. was approved. The Board is confident that these processes provide reasonable assurance on the effectiveness and • The Group adopts the Three Lines of Defence model. efficiency of both the financial and operational aspects of Within each entity, Heads of Divisions/Departments the Group. The process is regularly reviewed by the Board are responsible for managing risks and controls and is guided by the Statement on Risk Management & within their respective functions on a day-to-day Internal Control: Guidelines for Directors of Listed Issuers. basis, as well as escalating significant potential risks to the respective ORMC. The Risk Management and Compliance function assumes overall responsibility RISK MANAGEMENT AND INTERNAL CONTROL for the implementation of the risk management STRUCTURE framework and its continued application in the respective entities. Internal Audit function provides The key features that the Board has established in the Audit Committee (“AC”) with reasonable reviewing the adequacy and effectiveness of the risk independent assurance on the effectiveness and management and internal control system include the efficiency of the Framework as part of Group’s system following: of internal controls.

Risk Management Framework Internal Audit Function

• The Board believes that an effective risk management • The Internal Audit function is centralized at Group framework and strong internal control system level and it reports to the respective ACs. is essential to the Group in its quest to achieve its corporate objectives, especially on the continued • The Internal Audit performs regular reviews of the profitability and enhancement of shareholders’ value business processes of the Group to assess the adequacy in today’s rapidly changing market environment. and effectiveness of internal controls as well as to highlight significant risks impacting the Group. • The Board had established dedicated Board Where applicable, it provides recommendations to Committees known as the Risk Management improve on the effectiveness of risk management, Committee of the Board (“RMCB”) at the company control and governance processes. and subsidiary level to oversee the implementation of the risk management framework. As part of • The AC meets on a scheduled basis to review audit Group’s risk governance process, the respective issues and its impact on internal control systems, as RMCB Chairman had provided confirmation to the identified in reports prepared by Internal/External Chairman of MNRB Holdings that the necessary risk Auditors and Regulatory Authorities. MNRB Holdings Berhad 061

• The AC has active oversight on function’s • The Group holds a twenty percent (20%) effective independence, scope of work and resources. Details equity interest in its associated company, Labuan of activities undertaken by the AC during the year Re through its subsidiary, Malaysian Re and is are highlighted in the Audit Committee Report. represented on the Board of Labuan Re by two (2) of its directors. It also has a forty percent (40%) effective equity interest in another associated company, MRC Other Key Elements Of Internal Control and is similarly represented on the Board of MRC by two (2) of its Directors. • The Group has a well-defined organizational structure with clear lines of responsibility and accountability. Other Committees Of The Board • The Underwriting Guidelines of the Reinsurance, Takaful and Retakaful subsidiary companies have Apart from the RMCB and the AC, other Board Committees been put in place to manage risks that are being have also been established at both the company and underwritten. subsidiary levels to assist the Board in performing its oversight function. They consist of the following: • Retrocession and Retrotakaful programs are in place where there is spread of reinsurers and retakaful • The Investment Committee, which is responsible for operators with acceptable ratings from accredited reviewing and approving investment proposals, as agencies. The securities of these reinsurers and well as monitoring the Group’s investment portfolio retakaful companies are reviewed on an annual to ensure conformity with overall business objectives basis. and statutory requirements.

• Departmental manuals are available within the Group • The Nomination Committee, which is responsible and these set out policies and procedures for day-to- to recommend to the Board the appointment of day operations. It specifies relevant authority limits directors and selected senior management personnel to be complied with by each level of management including the CEO. It is also responsible for the annual within the subsidiaries. assessment of the effectiveness of the Board.

• The Group’s financial systems record all transactions • The Remuneration Committee, which is responsible to produce quarterly performance reports that allow to recommend the appropriate remuneration the respective Management to focus on key areas of packages for the directors and selected senior concern. management personnel including the CEO. It also reviews and recommends the bonus and increment • Annual business plans are submitted to the Board for pools for staff. approval.

• A detailed budgeting process has been implemented Assurance From Management in the Group where budgets for the upcoming financial year are approved by the Board. The budget The Board has also received reasonable assurance from is monitored and major variances are followed-up by the President & Group Chief Executive Officer that the the respective Management. Group’s risk management and internal control systems are operating adequately and effectively, in all material • Shariah Committees have also been established respects, based on the risk management framework at each of the takaful and retakaful subsidiary adopted by the Group. companies to provide oversight on Shariah related matters.

• Every employee of the Group is contractually bound to observe prescribed standards of business ethics in the manner of conducting themselves at work and their relationships with external parties such as customers and suppliers. 062 annual report 2013

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (cont’d)

Review Of The Statement By External Auditors RPG 5 does not require the external auditors to consider whether the Directors’ Statement on Risk Management The external auditors have reviewed this Statement and Internal Control covers all risks and controls, or on Risk Management and Internal Control for inclusion to form an opinion on the effectiveness of the Group’s in the annual report for the financial year ended risk and control procedures. RPG 5 also does not require 31 March 2013. the external auditors to consider whether the processes described to deal with material internal control aspects The external auditors conducted the review in accordance of any significant matters disclosed in the annual report with the “Recommended Practice Guide 5: Guidance will, in fact, mitigate the risks identified or remedy the for Auditors on the Review of Directors’ Statement on potential problems. Internal Control” (“RPG 5”) issued by the Malaysian Institute of Accountants. The review has been conducted Based on their review, the external auditors have to assess whether the Statement on Risk Management and reported to the Board that nothing had come to their Internal Control is both supported by the documentation attention that causes them to believe that the Statement prepared by or for the Directors and appropriately reflects on Risk Management and Internal Control is inconsistent the processes the Directors had adopted in reviewing the with their understanding of the processes the Board has adequacy and integrity of the system of internal controls adopted in the review of the adequacy and integrity of of the Group. the risk management and internal control of the Group. MNRB Holdings Berhad 063

STATEMENT OF DIRECTORS’ RESPONSIBILITY IN RELATION TO THE FINANCIAL STATEMENTS Pursuant to paragraph 15.26(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad

The Directors are required to prepare financial statements, which give a true and fair view of the state of affairs of the Company and the Group as at the end of each financial year and of their results and their cash flows for that year then ended.

The Directors consider that in preparing the financial statements,

• the Company and the Group have used appropriate accounting policies, which are consistently applied;

• reasonable and prudent judgements and estimates were made; and

• all applicable approved accounting standards in Malaysia have been followed.

The Directors are responsible for ensuring that the Company and the Group maintain accounting records that disclose with reasonable accuracy on the financial position of the Company and the Group, and which enable them to ensure that the financial statements are drawn up in accordance with the requirements of the applicable approved Financial Reporting Standards issued by the Malaysian Accounting Standards Board and the provisions of the Companies Act, 1965.

The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets of the Company and the Group, in that context, to have proper regard to the establishment of appropriate systems of internal control with a view to prevent and detect fraud and other irregularities.

The Directors consider that they have pursued the actions necessary to meet their responsibilities as set out in this Statement.

This statement is made in accordance with the resolution of the Board of Directors dated 27 June 2013. 064 annual report 2013

FIVE-YEAR FINANCIAL HIGHLIGHTS

2013(1) 2012(1) 2011(2) 2010(2) 2009(2) RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 2,056,811 1,870,326 1,463,262 1,341,798 1,173,819

Profit before zakat and tax 242,907(3) 194,980(3) 164,952 79,261 40,457

Profit after zakat and tax 184,161(3) 146,104(3) 122,942 50,713 26,288

Technical reserves 3,204,985 2,793,864 1,266,110 1,180,750 1,113,062

Total assets 5,643,378 5,048,449 4,467,967 3,845,983 3,378,919

Shareholders’ fund 1,131,944 1,058,488 998,715 892,513 835,646

Paid-up capital 213,070 213,070 213,070 213,070 213,070

Earnings per share (sen) 52.9 41.9 57.7 23.8 12.3

Net assets per share (RM) 5.31 4.97 4.69 4.19 3.92

Profit before zakat and tax to Shareholders’ fund (%) 21.46 18.42 16.50 8.90 4.80

Profit after zakat and tax to Shareholders’ fund (%) 16.27 13.80 12.30 5.70 3.10

Gross Dividends (%) 32.0(4) 17.0 20.0 – 10.0

Net dividends per share (sen) 24.0 13.0 15.0 – 7.5

Remarks

(1) Figures for 2013 were prepared under the new Malaysian Financial Reporting Standards (MFRS). Figures for 2012 have been restated following the MFRS.

(2) Figures from 2009 to 2011 were prepared under the Financial Reporting Standards (FRS).

(3) Under MFRS, profit before/after zakat and tax includes surplus/deficit of the various takaful/retakaful funds.

(4) Subject to approval at the forthcoming Annual General Meeting. MNRB Holdings Berhad 065

FINANCIAL CALENDAR

2011 2012 Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Quarterly Results

1st Quarter Results 22 30

2nd Quarter Results 24

3rd Quarter Results 24

4th Quarter Results 31

AGM

Notice of AGM 3

AGM 25

2012 2013 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Quarterly Results

1st Quarter Results

2nd Quarter Results 30

3rd Quarter Results 28

4th Quarter Results 30

AGM

Notice of AGM 3

AGM 25 066 annual report 2013

MNRB’S GROWTH

RM Million

6,000

5,500

5,000

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

0 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Year

Total Assets Shareholders' Fund

Year Shareholders’ Fund Total Assets RM’000 RM’000 2002 506,313 1,329,716 2003 564,609 1,427,390 2004 617,010 1,476,021 2005 677,039 1,607,197 2007 808,477 1,963,036 2008 893,919 2,576,247 2009 835,646 3,378,919 2010 892,513 3,845,983 2011 998,715 4,467,967 2012 1,058,488 5,048,449 2013 1,131,944 5,643,378 MNRB Holdings Berhad 067

INVESTORS’ INFORMATION

MNRB HOLDINGS BERHAD – PERFORMANCE OF SHARE

1/4/12-31/3/13 1/4/11-31/3/12 1/4/10-31/3/11 1/4/09-31/3/10 1/4/08-31/3/09 Closing Price (RM) 2.94 2.62 2.63 3.04 2.75 Highest Price (RM) 3.39 3.42 3.04 3.39 4.92 Lowest Price (RM) 2.81 2.33 1.90 2.68 2.60 Total Volume Traded (‘000) 108,017 57,903 9,803 14,614 12,254 Gross Dividend Yield (%) 10.88 6.49 7.60 0 3.64 Price Earning Ratio (x) 5.56 6.65 14.21 13.45 25.7

Source: Bloomberg and Bursa Malaysia @ 14/07/2013

MNRB'S SHARE PRICE AND VOLUME TRADED (JANUARY 2011 – MARCH 2013)

3.2 15000 3.1 12000 3.0

2.9 9000 2.8 2.7 6000

Closing Price (RM) 2.6

3000 ('000') Traded Volume 2.5 2.4 0

Closing Price Volume Traded

PERFORMANCE OF MNRB SHARES AND FBMKLCI (JANUARY 2011 – MARCH 2013)

1750 3.2

1660 3.0

1570 2.8

FBMKLCI 1480

2.6 Closing Price (RM) 1390

1300 2.4

Closing Price of MNRB Shares FBMKLCI