BIMB Holdings Berhad (“BHB”) Was Established on 20 March 1997 and Listed on the Main Market of Bursa Malaysia on 16 September 1997
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LEADING THE WAY IN ISLAMIC FINANCIAL EXCELLENCE ANNUAL REPORT 2014 Synergy . Reliability . Strategy . Integrity . Sustainability Cover Rationale Leading the Way in Islamic Financial Excellence BIMB Holdings Bhd (“BHB”) occupies a central position in the Islamic financial industry in Malaysia through our LEADING THE WAY IN ISLAMIC subsidiaries which have been involved in Shariah-based FINANCIAL EXCELLENCE banking and financial services since 1983. As the Group has expanded over the years, we have opened progressively more doors to our customers and other stakeholders into the rich tapestry of innovative and ethical Islamic products and services that meet the needs of our increasing clientele ANNUAL REPORT 2014 in meaningful ways. In the process, we have established ourselves as a Trustworthy, Professional and Caring corporation with an extensive Network that maintains the highest level of Integrity. LEADERSHIP 8 Directors’ Profile 14 Group CEO’s Profile Contents 16 CEOs in the Group CORPORATE FRAMEWORK 17 Management Committee 2 Corporate Profile 4 Corporate Information PERFORMANCE REVIEW 6 Group Corporate Structure 18 5 -Year Group Financial Highlights ANNUAL GENERAL MEETING OF BIMB HOLDINGS BERHAD TH Dewan Bankuet 2, Aras B2, Menara Felda, Platinum Park, No. 11, Persiaran KLCC 50088 Kuala Lumpur, Malaysia Thursday, 14 May 2015 at 10.00 a.m. 18 Refer to pages 238 to 241 for Annual General Meeting Information. Network Trustworthy Integrity Professional Caring PERSPECTIVES AUDITED FINANCIAL STATEMENTS 18TH AGM INFORMATION 22 Letter to Shareholders 85 Financial Statements 238 Notice of 18th Annual General Meeting 34 Corporate Responsibility 241 Statement Accompanying Notice ADDITIONAL INFORMATION th 40 2014 Event Highlights of 18 Annual General Meeting 220 Properties owned by BHB Group ACCOUNTABILITY 229 Share and Warrant Holdings Statistics Form of Proxy 52 Statement of Corporate Governance 237 Regional Group Network 77 Statement on Risk Management and Internal Control 82 Additional Compliance Information BIMB HOLDINGS BERHAD 2 Annual Report 2014 CORPORATE PROFILE BIMB Holdings Berhad (“BHB”) was established on 20 March 1997 and listed on the Main Market of Bursa Malaysia on 16 September 1997. BHB acts as an investment holding company for Malaysia’s pioneer Shariah- compliant business entities, involve mainly in Islamic banking, takaful and stockbroking. Being the premier Shariah-compliant financial services provider with an authorised capital of RM2.0 billion and paid-up capital of RM1,542,209,734.00, BHB is well-positioned to assist the Government’s aspirations in establishing the country as a vibrant International Islamic Financial Center. BHB has gained in strength and stature over the years as a champion of Islamic banking, takaful and stockbroking industries via its stable of strategic investments in Malaysia’s pioneer Shariah-compliant entities. CHAMPIONING ETHICAL ISLAMIC FINANCIAL SERVICES Kiptchak Mosque in Turkmenistan BIMB HOLDINGS BERHAD 6 Annual Report 2014 CORPORATE PROFILE BIMB Holdings Berhad (“BHB”) was established on 20 March 1997 and listed on the Main Market of Bursa Malaysia on 16 September 1997. BHB acts as an investment holding company for Malaysia’s pioneer Shariah- compliant business entities, involve mainly in Islamic banking, takaful and stockbroking. Being the premier Shariah-compliant financial servicesNETW providerORK with an authorised capital of RM2.0 billion and paid-up capital of RM1,542,209,734.00, BHB is well-positioned to assist the Government’s aspirations in establishing the country as a vibrant International Islamic Financial Center. BHB has gained in strength and stature over the years as a champion of Islamic banking, takaful and stockbroking industries via its stable of strategic investments in Malaysia’s pioneer Shariah-compliant entities. MALAYSIA’S PREMIER SHARIAH-COMPLIANT FINANCIAL SERVICES GROUP The ONLY public listed ISLAMIC FINANCIAL HOLDING Company in Malaysia FIRST ISLAMIC BANK in Malaysia FIRST and only public listed TAKAFUL OPERATOR in Malaysia WE ARE CONTINUOUSLY EXPANDING OUR BRANCH NETWORK, CONSUMER BUSINESS CENTRES, BUREAUS DE CHANGE, AR-RAHNU OUTLETS AND TAKAFUL FIRST CENTRES TO INCREASE OUR REACH ACROSS THE LENGTH AND BREADTH OF THE full-fledged COUNTRY. THIS ENABLES US TO GET CLOSER TO MORE MALAYSIANS, WHOSE LIVES SHARIAH-COMPLIANT WE ENRICH VIA AN EVER-INCREASING RANGE OF PRODUCTS AND SERVICES. stockbroking company in Malaysia BIMB HOLDINGS BERHAD 4 Annual Report 2014 CORPORATE INFORmatiON BOARD OF DIRECTORS Tan Sri Samsudin bin Osman Datuk Zaiton binti Mohd Hassan Encik Zahari @ Mohd Zin bin Idris Chairman/Non-Independent Independent Non-Executive Director Non-Independent Non-Executive Director Non-Executive Director Dato’ Johan bin Abdullah Encik Salih Amaran bin Jamiaan Tan Sri Ismail bin Adam Non-Independent Non-Executive Director Non-Independent Non-Executive Director Senior Independent Non-Executive Director Datuk Rozaida binti Omar Puan Rifina binti Md Ariff Tan Sri Ismee bin Ismail Non-Independent Non-Executive Director Non-Independent Non-Executive Director Non-Independent Non-Executive Director GROUP CEO COMPANY SECRETARY AUDIT & EXAMINATION COMMITTEE Dato’ Sri Zukri bin Samat Puan Maria binti Mat Said (LS 0009400) Datuk Zaiton binti Mohd Hassan (Appointed w.e.f. 18 February 2015) Chairman Tan Sri Ismail bin Adam Encik Zahari @ Mohd Zin bin Idris NOMINATION & ASSESSMENT REMUNERATION COMMITTEE SHARIAH SUPERVISORY COMMITTEE COUNCIL, BANK ISLAM MALAYSIA BERHAD Tan Sri Ismail bin Adam Tan Sri Ismail bin Adam Dr. Ahmad Shahbari @ Chairman Chairman Sobri bin Salamon Chairman Tan Sri Ismee bin Ismail Tan Sri Ismee bin Ismail Dato’ Mohd Bakir bin Haji Mansor Datuk Zaiton binti Mohd Hassan Datuk Zaiton binti Mohd Hassan (Resigned w.e.f. 31 March 2015) Assistant Professor Dr. Uzaimah binti Ibrahim Professor Dr. Ahmad Hidayat bin Buang Dr. Muhammad Syafii bin Antonio 5 BIMB HOLDINGS BERHAD Annual Report 2014 K R TE RA PO MEWO R CO CORPORATE FRA INFORmatiON SHIP R DE A E L SHARIAH ADVISORY BODY, SHARIAH ADVISORY SYARIKAT TAKAFUL MALAYSIA BERHAD COMMITTEE, BIMB SECURITIES SDN BHD E C N A Dr. Ahmad Shahbari @ Professor Dr. Muhamad Rahimi Dato’ Mohd Bakir bin Haji Mansor M bin Osman R Sobri bin Salamon Chairman FO REVIEW R Chairman E P Dato’ Wan Mohamad bin Dato’ Sheikh Prof. Emeritus Dato’ Paduka Dr. Dato’ Mohd Bakir bin Haji Mansor Abdul Aziz Mahmood Zuhdi bin Haji Abdul Majid Dr. Aida binti Othman Ir. Dr. Muhamad Fuad bin Abdullah TIVES C SPE R E CEOs IN THE GROUP AUDITORS P Dato’ Sri Zukri bin Samat Dato’ Sri Mohamed Hassan bin Md. Kamil KPMG Desa Megat & Co. (AF0759) Group Chief Executive Officer Group Managing Director Level 10, KPMG Tower BIMB Holdings Berhad; and Syarikat Takaful Malaysia Berhad 8, First Avenue, Bandar Utama ILITY Managing Director 47800 Petaling Jaya AB Bank Islam Malaysia Berhad Encik Rashid bin Ismail Selangor Darul Ehsan OUNT Chief Executive Officer ACC BIMB Securities Sdn Bhd L L A I REGISTERED OFFICE SHARE REGISTRAR STOCK EXCHANGE LISTING C N A TEMENTS A IN AUDITED T BIMB Holdings Berhad (423858-X) Symphony Share Registrars Sdn Bhd Main Market of F S 31st Floor, Menara Bank Islam Level 6, Symphony House Bursa Malaysia Securities Berhad No. 22, Jalan Perak Pusat Dagangan Dana 1 16 September 1997 50450 Kuala Lumpur Jalan PJU, 1A/46 Tel : +603-2781 2999 47301 Petaling Jaya Stock Short Name : BIMB/BIMB-WA L A Fax : +603-2781 2998 Selangor Darul Ehsan Stock No. : 5258 TION A Tel : +603-7841 8000 Warrant No. : 5258WA M Fax : +603-7841 8152 R ADDITION NFO I M TION A AG M R TH 18 INFO BIMB HOLDINGS BERHAD 6 Annual Report 2014 GROUP CORPORATE STRUCTURE 100% Subsidiaries of Core Business Units 100% BIMB Investment Management Bhd 55.18% 100% BIMB Foreign Currency Clearing Agency Sdn Bhd (under members’ voluntary liquidation) 100% Al-Wakalah Nominees (Tempatan) Sdn Bhd 100% Farihan Corporation Sdn Bhd 100% Bank Islam Trust Co (Labuan) Ltd 100% BIMB Offshore Company Management 5.23% Services Sdn Bhd 60.31% 5.15% Subsidiaries of Core Business Units 63.09% Asean Retakaful International (L) Ltd (under members’ voluntary liquidation) 56.00% PT Syarikat Takaful Indonesia 42.73% 57.24% PT Asuransi Takaful Keluarga 52.67% PT Asuransi Takaful Umum 9.93% 100% 5.92% 51% 49% Others Subsidiaries of Core Business Units 18.59% 100% BIMSEC Nominees (Asing) Sdn Bhd 100% BIMSEC Nominees (Tempatan) Sdn Bhd BIMB HOLDINGS BERHAD Annual Report 2014 7 voluntary liquidation) (under members’ & M Al- S S Banking I S I nstitute dn Bhd dn Bhd yarikat slamic F alaysia inance I jarah 100% 48% Shareholding structure as at 31 March 2015 asat31March structure Shareholding Notes: Associate / O Core Business ther Business I G nvestment R U OUP U nits nits C ST O R R UCTU PO RA RE TE AUDITED 18TH AGM ADDITIONAL PERFORMANCE CORPORATE FINANCIAL ACCOUNTABILITY PERSPECTIVES LEADERSHIP INFORMATION INFORMATION REVIEW FRAMEWORK STATEMENTS BIMB HOLDINGS BERHAD 8 Annual Report 2014 DIRECTORs’ PROFILE TaN SRI SAMSUDIN BIN OSMAN Chairman/Non-Independent Non-Executive Director 68 years old - Malaysian Date of Appointment: 1 February 2007 Directorship of Public Companies: Sime Darby Berhad Qualifications: Master of Public Administration, Pennsylvania State University (USA) Membership of Board Committees in BIMB Holdings Berhad: Bachelor of Arts (Hons), University of Malaya None Diploma in Public Administration, University of Malaya Meeting Attendance: Working Experiences & Occupations: 8 of 8 Board Meetings held in the Financial Year Ended 31 December 2014 Present: • Chairman, Employees Provident