Syarikat Bekalan Air Selangor Sdn Bhd 31 December 2011
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Annual Report 2011 Puncak Niaga Holdings Berhad EXPANDING HORIZONS ANNUAL REPORT 2011 0A Expanding Horizons Despite the challenges surrounding The dove symbolizes renewal of life the water industry in Selangor, 2011 and a sign of hope, peace and love. In was a year of signifi cant and positive this design, the blue color represents development for Puncak Niaga Holdings our business of providing clean water, Berhad (“PNHB”) Group – a year in green is CSR and red is the new and which we crossed new frontiers. vibrant oil and gas revenue contributor to PNHB Group’s bottomline. During the year, the Group embarked into the Oil & Gas arena with the acquisitions of two sizeable oil and gas entities. In addition, our business operations continued to expand beyond the confi nes of the Klang Valley with a new project in Sarawak. 15th We remained wholeheartedly committed Annual General Meeting to our stakeholders, to society and the Date 26 June 2012 (Tuesday) environment, and during the year, we Time 10.00 am implemented new CSR initiatives while Venue Concorde 1 vigorously pursuing existing ones. Concorde Hotel Shah Alam, Level 2 No. 3, Jalan Tengku Ampuan Zabedah C9/C 40100 Shah Alam Selangor Darul Ehsan Our Mission To meet the increasing challenges in the Our demand for high quality water supply, Vision wastewater and environmental systems through the continuous implementation of high quality standards, efficient services, To Be A Leading Regional human capital development, innovative Integrated Water, Wastewater technologies and operational systems. And Environmental Solutions Provider And To Emerge As A To share our experience and offer our expertise Significant Player In The through Smart Business Partnerships, Public Oil & Gas Sector. Private Partnerships or other innovative business models. To actively participate in local, regional and global business opportunities with linkages to the Company’s core activities, waste water & solid waste management, environment management and oil & gas sectors. To actively support and participate in programmes and activities aimed at uplifting the community’s living standards and value systems in line with the aspirations of Vision 2020. To address national and international concerns pertaining to the protection, conservation and enhancement of the natural environment we live in. Table Of Contents 004 About Us PNHB Structure Notice Of Annual General Meeting 016 044 Executive Chairman’s Corporate Structure 006 Message Appendix 1 - 045 Proposed Amendments 025 Organisation Structure - To The Articles Of About This Report PNSB Association Of The Company 026 046 011 Corporate Profi le Organisation Structure - SYABAS Statement Accompanying 028 The Notice Of Annual Corporate Information 048 General Meeting Organisation Structure - 012 031 POG PNHB Fact Sheet 2011 Key Highlights 049 034 Organisation Structure - Our Role In The GOM Resources Water Supply System 035 Milestones Leadership 038 Water News 052 Board Of Directors’ Profi le 040 Corporate Achievements 063 Board Of Directors 064 Key Personnel Profi le - PNSB 070 Key Personnel Profi le - SYABAS 081 Key Personnel Profi le - Sino Water Pte Ltd 082 Key Personnel Profi le - POG 084 Key Personnel Profi le - GOM Resources Performance Corporate 209 Review Responsibilities Statement Of Directors’ Responsibility 086 132 For Preparation Of Five-Year Financial Highlights Valuing Our People Financial Statements 087 152 Five-Year Group Performance Preserving Our Environment Financial Statements 088 167 Share Price & Volume Traded Engagement With 212 Our Community Financial Statements 089 Financial Calendar 175 Corporate Events Other Information Operations Accountability 381 Review Distribution Schedule 178 Of Equity Securities 092 Corporate Disclosure Policy 385 Operations Review 179 Puncak Niaga (M) Sdn Bhd List Of Properties Statement On 097 Corporate Governance 387 Operations Review 193 GRI Index Syarikat Bekalan Statement On Internal Control Air Selangor Sdn Bhd 195 105 Proxy Form Audit Committee Report Operations Review Puncak Oil & Gas Sdn Bhd 201 Corporate Directory GOM Resources Sdn Bhd Risk Management (formerly known as Policy & Report Global Offshore Malaysia Sdn Bhd) 204 Investor Relations 107 Policy & Report Business Expansion 206 110 Quality Policy & Report Delivering Service Excellence 207 117 Health, Safety And Delivering Quality Environmental Policy 208 SYABAS’ Corporate Responsibility Policy Annual Report 2011 Puncak Niaga Holdings Berhad Notice Of Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Fifteenth Annual General the issued share capital of the Company for the time being Meeting of Puncak Niaga Holdings Berhad (416087-U) will AND THAT the Directors of the Company be and are hereby be held at Concorde I, Concorde Hotel Shah Alam, Level 2, also empowered to obtain the approval for the listing of No. 3, Jalan Tengku Ampuan Zabedah C9/C, 40100 Shah Alam, and quotation for the additional shares so issued on Bursa Selangor Darul Ehsan on Tuesday, 26 June 2012 at 10.00 a.m. Malaysia Securities Berhad AND FURTHER THAT such for the following purposes: - authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.” 1. To receive the Audited Financial Statements of the Resolution 6 Group and of the Company for the fi nancial year ended 31 December 2011 together with the Reports of the 5. Special Resolution Directors and Auditors thereon. Resolution 1 Proposed Amendments To The Articles Of Association Of The Company 2. To re-elect the following Directors of the Company who retire by rotation pursuant to Article 98 of the Company’s “THAT the proposed amendments to the Articles of Articles of Association: - Association of the Company as set out in Appendix I (“Proposed Amendments To The Articles Of Association (a) YBhg Dato’ Hashim Bin Mahfar Resolution 2 Of The Company”) of the Annual Report 2011 (“Proposed Articles Amendments”) be and are hereby approved (b) YBhg Dato’ Ir Lee Miang Koi Resolution 3 and adopted AND THAT the Directors and Secretaries of the Company be and are hereby authorised to execute (c) Mr Ng Wah Tar Resolution 4 all relevant documents and to do all acts and things as deemed necessary to give full effect to the Proposed 3. To re-appoint Messrs Ernst & Young as the Auditors of the Articles Amendments.” Company and to authorise the Directors of the Company Resolution 7 to fi x their remuneration. Resolution 5 6. To transact any other ordinary business of which due notice AS SPECIAL BUSINESS shall have been given. To consider and, if thought fi t, to pass the following Ordinary Resolution and Special Resolution: - BY ORDER OF THE BOARD 4. Ordinary Resolution Allotment Of Shares Pursuant To Section 132D Of The Companies Act, 1965 TAN BEE LIAN (MAICSA 7006285) “THAT subject always to the Companies Act, 1965, LIM YEW HEANG (MAICSA 7007653) the Articles of Association of the Company and the approvals Secretaries of the relevant governmental/regulatory authorities, the Directors of the Company be and are hereby empowered, Shah Alam pursuant to Section 132D of the Companies Act, 1965, 4 June 2012 to issue and allot shares in the Company, from time to time, and upon such terms and conditions and for such purposes as the Directors of the Company may deem fi t provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of 004 Annual Report 2011 Puncak Niaga Holdings Berhad Notice Of Annual General Meeting Notes: - 6. Any corporation which is a member of the Company may by resolution of its Directors or other governing body authorise such person as 1. In respect of deposited securities, only members whose names it thinks fi t to act as its representative at the Meeting in accordance appear in the Record of Depositors on 18 June 2012 (General Meeting with Article 82 of the Company’s Articles of Association. Record of Depositors) shall be entitled to attend, speak and vote at this Fifteenth Annual General Meeting. 7. The instrument appointing the proxy must be deposited at the Offi ce of the Company’s Share Registrar, Tricor Investor Services Sdn Bhd at 2. A member entitled to attend and vote at the Meeting is entitled to Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed appoint another person to attend and vote in his stead. Putra, 59200 Kuala Lumpur not less than 48 hours before the time set for holding the Meeting or any adjournment thereof. 3. A proxy need not be a Member of the Company and the provision of Section 149(1)(b) of the Act shall not apply to the Company. There shall 8. Explanatory Notes And Statement Of Effect For Special Business: - be no restriction as to the qualifi cation of the proxy. Resolution 6 – Ordinary Resolution : Allotment Of Shares Pursuant To 4. A Member shall not be entitled to appoint more than two (2) proxies to Section 132D Of The Companies Act, 1965 attend and vote at the Meeting provided that, The Ordinary Resolution proposed under Agenda 4 of the Notice of this (a) where a Member is an authorised nominee as defi ned in the Fifteenth Annual General Meeting dated 4 June 2012 is for the purpose Central Depositories Act, it may appoint up to two (2) proxies in of seeking a renewal of the general mandate to empower the Directors respect of each Securities Account it holds with ordinary shares of the Company pursuant to Section 132D of the Companies Act, 1965, of the Company standing to the credit of the said Securities from the date of the above Meeting, to issue and allot ordinary shares Account. from the unissued share capital of the Company for such purposes as the Directors of the Company consider would be in the interest of the (b) where a Member is an exempt authorised nominee which holds Company. This authority will, unless revoked or varied at a General ordinary shares in the Company for multiple benefi cial owners Meeting, expire at the next Annual General Meeting of the Company.