In This Respect, Affin Bank Berhad Remained Resilient and Registered 22.8% Higher Profit
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OUR VISION A Premier Partner for Financial Growth and Innovative Services. OUR MISSION To provide innovative financial solutions and services to target customers in order to generate profits and create value for our shareholders and other stakeholders. In so doing, we provide opportunities for employees to contribute and excel; and be competitive in providing our solutions and services to our valued customers. We shall conduct our business with integrity and professionalism in compliance with good corporate governance principles and practices. COVER RATIONALE The cover design’s theme – AFFINBANK celebrates 35 Years ‘A Journey’– illustrates the inspiring and challenging odyssey of AFFINBANK. A specially created 35th anniversary logo takes place of pride in the design, since its inception on 23rd October 1975, and it is complemented by graphic waves that wend its way gracefully across the cover. The fine lines represent the employees, shareholders and customers of our Bank, as they achieve harmony, on a mutually beneficial journey of growth. Through ups and downs, we will stay in sync with our stakeholders as we forge ahead vibrantly. TABLE OF CONTENTS Corporate Milestone 4 Corporate Structure 6 Corporate Information 7 Board of Directors 8 Profile of Directors 9 Management Team 13 Management Team Profiles 15 Chairman’s Statement 17 Operational Review 20 Financial Highlights 23 Corporate Diary 24 Statement of Corporate Governance 26 Statement on Internal Control 34 Audit & Examination Committee 37 Network of Branches 39 Notice of Annual General Meeting 44 Annual Report 2010 4 CORPORATE MILESTONE OUR JOURNEY 2000 25 APRIL • Change name of Perwira Affin Bank Berhad (PAB) to Affin Bank 1975 Berhad (AFFINBANK). 23 OCTOBER • Incorporation of Perwira Habib Bank Malaysia Berhad (PHB). 2000 30 AUGUST Shareholders listing as according to Annual Report 1977 PHB: • Merger of PAB & BSN Commercial Bank (M) Berhad signed, - Lembaga Tabung Angkatan Tentera 34% paving formation of new AFFINBANK. - Habib Bank Limited Pakistan 33.33% - Syarikat Permodalan Kebangsaan Berhad 26% 2001 - Haji Hamidi bin Tan Sri Dato’ Osman 6.67% JANUARY • AFFINBANK commenced operations with 110 branches 1992 nationwide. • Emergence of Affin Holdings Berhad as biggest shareholder of PHB. 2005 JUNE 1994 • Merger with Affin-ACF Finance Berhad. 21 APRIL • Became Perwira Affin Bank Berhad (PAB) from Perwira Habib 2005 Bank Malaysia Berhad (PHB) since AFFIN Holdings has 100% • Introduction to the new logo and tagline - ‘Banking Without of PAB. Barriers’ 1999 2006 5 APRIL 1 APRIL • Signing of MoU between PAB & BSN Commercial Bank (M) • Affin Islamic Bank Berhad (AFFIN ISLAMIC) commenced its Berhad. operations. 5 AFFIN BANK BERHAD (25046-T) Annual Report 2010 6 CORPORATE STRUCTURE PAB Properties Sdn. Bhd. 100% ABB Nominees (Tempatan) Sdn. Bhd. 100% ABB Nominee (Asing) Affin-ACF Holdings Sdn. Bhd. Sdn. Bhd. 100% 100% Affin Factors Sdn. Bhd. Affin-ACF Capital 100% Sdn. Bhd. 100% ABB Trustee Berhad Affin Capital Sdn. Bhd. 100% 100% PAB Property 35.66% Development Sdn. Bhd. 100% LEMBAGA TABUNG ANGKATAN TENTERA Lembaga Tabung PAB Property Angkatan Tentera Management Sdn. Bhd. 100% Affin Money Brokers ABB Venture Sdn. Bhd. Capital Sdn. Bhd. 100% 100% Affin Futures Sdn. Bhd. 100% 20.69% BSNC Nominees Affin-ADB Sdn. Bhd. (Tempatan) Sdn. Bhd. 100% 100% Boustead Holdings Berhad BSNCB Nominees (Tempatan) Sdn. Bhd. 100% Affin Holdings Berhad Affin Islamic Bank Berhad Affin Bank Berhad BSN Merchant Nominees 100% 100% (Tempatan) Sdn. Bhd. 23.52% 100% Bank of East Asia Limited* ABB Asset Management (M) Berhad 100% AXA Affin Life Insurance Berhad Affin-ACF Nominees 100% (Tempatan) Sdn. Bhd. 100% BSN Merchant Nominees (Asing) Sdn. Bhd. 100% 20.13% AXA Affin General Insurance ABB IT & Services OTHERS Sdn. Bhd. Berhad 100% 100% BHI Insurance (M) Sdn Bhd 100% Affin Investment Bank Affin Fund Management Berhad Berhad 100% 100% Affin Nominees (Tempatan) Sdn. Bhd. 100% Merchant Nominees (Tempatan) Sdn. Bhd. 100% Affin Nominees (Asing) Sdn. Bhd. 100% Classic Precision Sdn. Bhd. 67% * more than 20% shareholdings as at 28.2.2009 7 AFFIN BANK BERHAD (25046-T) CORPORATE INFORMATION BOARD OF DIRECTORS YBhg. Dato Sri Abdul Aziz bin Abdul Rahman Independent Non-Executive Director Chairman YBhg. Jen. Tan Sri Dato’ Seri Ismail bin Hj. Omar (Bersara) Mr. Aubrey Li Kwok-Sing Chairman Non-Independent Non-Executive Director Non-Independent Non-Executive Director Mr. Brian Li Man-Bun Directors Alternate Director to Aubrey Li Kwok-Sing YBhg. Dato’ Zulkiflee Abbas bin Abdul Hamid Managing Director/ Chief Executive Officer Mr. Stephen Charles Li Non-Independent Executive Director Non-Independent Non-Executive Director YBhg. Tan Sri Dato’ Lodin bin Wok Kamaruddin Mr. Eric Koh Thong Hau Non-Independent Non-Executive Director Alternate Director to Stephen Charles Li (Re-appointed as Director w.e.f. 4.10.2010) En. Mohd Suffian bin Haji Haron YM. Dr. Raja Abdul Malek bin Raja Jallaludin Independent Non-Executive Director Independent Non-Executive Director Managing Director/ Chief Executive Officer YBhg. Laksamana Madya Tan Sri Dato’ Seri Ahmad Ramli YBhg. Dato’ Zulkiflee Abbas bin Abdul Hamid bin Mohd Nor (Bersara) Managing Director/ Chief Executive Officer Non-Independent Non-Executive Director Non-Independent Executive Director NAME SECRETARIES ISSUED AND PAID-UP SHARE CAPITAL Affin Bank Berhad (Co. No.: 25046-T) Nimma Safira binti Khalid No. of shares 1,439,285,382 Azizah binti Shukor Par value RM 1.00 DATE OF INCORPORATION Total RM1,439,285,382.00 REGISTERED OFFICE 23 October 1975 SUBSTANTIAL SHAREHOLDER 17th Floor, Menara AFFIN, PRINCIPAL ACTIVITIES 80, Jalan Raja Chulan No. of shares 50200 Kuala Lumpur. Affin Holdings Berhad 1,439,285,382 Affin Bank Berhad is principally involved in Tel.: 03-2055 9000 carrying out the banking and finance Fax.: 03-2026 1415 EXTERNAL AUDITORS related services. The Bank has seventeen (17) subsidiary companies and three (3) PricewaterhouseCoopers (AF 1146) AUTHORISED SHARE CAPITAL associate companies which are principally engaged in property management No. of shares 2,000,000,000 services, nominees services, trustees Par value RM1.00 management services and factoring Total RM2,000,000,000 services. Annual Report 2010 8 BOARD OF DIRECTORS 1. YBhg. Jen. Tan Sri Dato’ Seri Ismail bin Haji Omar 6. Mr. Aubrey Li Kwok-Sing (Bersara) Non-Independent Non-Executive Director Chairman Non-Independent Non-Executive Director 7. Mr. Stephen Charles Li Non-Independent Non-Executive Director 2. YBhg. Dato’ Zulkiflee Abbas bin Abdul Hamid Managing Director/ Chief Executive Officer 8. En. Mohd. Suffian bin Haji Haron Non-Independent Executive Director Independent Non-Executive Director 3. YBhg. Dato’ Sri Abdul Aziz bin Abdul Rahman 9. YBhg. Tan Sri Dato’ Lodin bin Wok Kamaruddin Independent Non-Executive Director Non-Independent Non-Executive Director (Re-appointed as Director w.e.f. 4.10.2010) 4. YM. Dr. Raja Abdul Malek bin Raja Jallaludin Independent Non-Executive Director 5. YBhg. Laksamana Madya Tan Sri Dato’ Seri Ahmad 6 8 9 4 5 7 Ramli bin Mohd Nor (Bersara) 3 Non-Independent Non-Executive Director 2 1 9 AFFIN BANK BERHAD (25046-T) PROFILE OF DIRECTORS YBHG. JEN. TAN SRI DATO’ YBHG. DATO’ ZULKIFLEE SERI ISMAIL BIN HJ. OMAR ABBAS BIN ABDUL HAMID (BERSARA) Chairman Managing Director/ Chief Executive Officer Non-Independent Non-Executive Director Non-Independent Executive Director Jen. Tan Sri Dato' Seri Ismail bin Hj. Omar (Bersara), aged 70, was Dato’ Zulkiflee Abbas bin Abdul Hamid aged 54, was appointed appointed as a Director and Chairman of AFFINBANK on 21 May as a Managing Director/Chief Executive Officer on 1 April 2009. 2002. Prior to joining AFFINBANK, Dato’ Zulkiflee Abbas was the Chief He was formerly Chief Defence Forces (CDF) Malaysia from 1995 Credit Officer in one of Malaysia’s leading bank. He also served in until his retirement in 1998, after 38 years of military service. He various positions there including as a Board member of its graduated from Royal Military Academy, Sandhurst, United subsidiaries. He graduated with a Master in Business Kingdom in 1961 and subsequently attended professional and Administration from the Southern Illinois University, United States management development courses at several institutions of America. Dato’ Zulkiflee Abbas joined AFFINBANK in March including The Land Forces Command and Staff College, Canada; 2005 as Director, Enterprise Banking. He was later made the the United Nation International Peace Academy, Vienna; the Director of Business before assuming his current position. National Defence College, India and INTAN Malaysia. Dato’ Zulkiflee Abbas has vast working experience in banking His military service saw Key Command and Staff appointments at being 29 years in the industry. Dato’ Zulkiflee Abbas possesses all levels of the Armed Forces. As CDF, his responsibilities included the necessary knowledge and professional competence in the key roles in Malaysia’s Regional and International Defence conduct of the licensed institution’s business. Dato’ Zulkiflee Relations. Abbas balances the Board mix and help to enhance Board effectiveness. Tan Sri was Chairman of Affin Holdings Berhad and Affin-ACF Finance from 1999 prior to joining AFFINBANK. Currently, he Dato’ Zulkiflee Abbas bin Abdul Hamid attended all 18 Board among others is on the Board of Directors of AFFIN ISLAMIC, Meetings held during the financial year ended 31 December 2010. ABB Trustee Berhad, EP Engineering Sdn Bhd and Global Medical Alliance Sdn Bhd. Tan Sri Ismail displays