TANJONG public limited company (Incorporated in England 1926 - Registration No. 210874) (Registered as a foreign company in Malaysia - No. 990903-V)
ANNUAL REPORT & FINANCIAL STATEMENTS 31 January 2004 105 104 112 110 38 34 30 28 18 14 13 41 9 8 4 3 2 Contents Form ofProxy Notice ofSeventy-SeventhAnnualGeneralMeeting List ofProperties Analysis ofShareholdings Additional ComplianceInformation Financial Statements Internal ControlStatement Audit CommitteeReport Corporate GovernanceStatement Corporate SocialResponsibility Business Review Chairman’s Statement Group SegmentalInformation Group FinancialHighlights Senior Management Board ofDirectors Corporate Information Company Profile
Contents Company Profile 2 Annual Report T ANJONG PUBLICLIMITEDCOMPANY Company Profile & Financial Statements2004 Federal RepublicofGermany. resort destination(incorporatingavarietyoftropicalsettings)inthe venture inthefilmexhibitionbusinessandiscurrentlydevelopinga distribution ofliquefiedpetroleumgas(“LPG”).TheGrouphasajoint- People’s RepublicofChinaaretheimportation,bottling,saleand Property Investment.Theprincipalactivitiesofitssubsidiariesinthe Generation, theNumbersForecastandRacingTotalisator businessesand the principalactivitiesofitssubsidiariesinMalaysiaarePower 7.5 penceeachhavebeenissuedandfullypaidasat30April2004. 450,000,000 sharesof7.5penceeachwhich398,767,136 Statements) andtheLondonStockExchangeplcon24December1991. referred toasBursaMalaysiathroughouttheAnnualReportandFinancial Kuala LumpurStockExchange(nowBursaMalaysiaSecuritiesBerhad, Pan MalaysianPoolsSdnBhd.Tanjong shareswerere-listedonthe in 1991followingtherestructuringofCompanyandacquisition The nameoftheCompanywaschangedtoTanjong publiclimitedcompany incorporated inEnglandon2January1926asTanjong Tin DredgingLimited. T anjong publiclimitedcompany(“Tanjong” or“Company”)was The principalactivityoftheCompanyisinvestmentholdingwhilst The authorisedcapitaloftheCompanyis£33,750,000,comprising TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 3
Corporate Information
BOARD OF DIRECTORS REGISTRARS IN MALAYSIA Datuk Khoo Eng Choo Signet Share Registration Services Sdn Bhd Chairman / Independent Director Level 26, Menara Multi Purpose Corporate Information Augustus Ralph Marshall Capital Square Executive Director No.8 Jalan Munshi Abdullah 50100 Kuala Lumpur Khoo Teik Chooi Malaysia Non-Executive Director Tel No. 603-2721 2222 Tan Poh Ching Fax No. 603-2721 2530 / 2721 2531 Non-Executive Director E-mail Address: [email protected] Leong Wai Hoong Independent Director STOCK EXCHANGE LISTINGS Bursa Malaysia GROUP COMPANY SECRETARY London Stock Exchange plc Siuagamy Ramasamy FINANCIAL ADVISERS REGISTERED OFFICE IN ENGLAND Commerce International Merchant Bankers The Registry Berhad, Malaysia 34 Beckenham Road, Beckenham Kent BR3 4TU, England STOCKBROKERS Tel No. 020 863 92000 Hoare Govett Limited, United Kingdom Fax No. 020 865 83430 PRINCIPAL BANKERS PRINCIPAL OFFICE IN MALAYSIA Bumiputra-Commerce Bank Berhad, Level 30, Menara Maxis Malaysia Kuala Lumpur City Centre National Westminster Bank plc, 50088 Kuala Lumpur, Malaysia United Kingdom Tel No. 603-2381 3388 Fax No. 603-2381 3399 SOLICITORS Website: www.tanjongplc.com Cheong Kee Fong & Co, Malaysia Slaughter and May, United Kingdom PRINCIPAL REGISTRARS Capita Registrars AUDITORS The Registry PricewaterhouseCoopers LLP, 34 Beckenham Road, Beckenham United Kingdom Kent BR3 4TU, England Tel No. 020 863 92157 Fax No. 020 865 83430 E-mail Address: [email protected] TANJONG PUBLIC LIMITED COMPANY 4 Annual Report & Financial Statements 2004
Board of Directors
1 LEONG WAI HOONG Independent Director
2 KHOO TEIK CHOOI Non-Executive Director
3DATUK KHOO ENG CHOO Chairman / Independent Director
4TAN POH CHING Non-Executive Director
5 AUGUSTUS RALPH MARSHALL Executive Director
1 2 4 5 3 TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 5
Board of Directors (continued)
Malaysian. Age 61. Chartered Accountant, MBA (Honorary) University of DATUK KHOO ENG CHOO Bath, United Kingdom. Chairman / Independent Director
Has been an Independent Director on the Board of Tanjong since Board of Directors 2002. Appointed Chairman with effect from 1 April 2003 and is the Chairman of the Executive Committee of the Board which is responsible for the overall business and strategic direction of the Group. For over a decade prior to 2002, served in key leadership positions in Pricewaterhouse and PricewaterhouseCoopers in Malaysia, Asia and its World Firm. Held several significant appointments that were made by the Malaysian Government. Served in senior capacities in councils of professional and management bodies in Malaysia and Asia; was Chairman of Asian Association of Management Organisations and is currently Chairman of the Malaysian Institute of Management. Independent Director of MNI Holdings Berhad, Kumpulan Guthrie Berhad, Ranhill Berhad (all listed on the Bursa Malaysia), Kontena Nasional Berhad, and is also Chairman of eckhoo Associates. He does not have any conflict of interest with the Company.
Malaysian. Age 52. An Associate of the Institute of Chartered AUGUSTUS RALPH MARSHALL Accountants in England and Wales, and a Member of the Malaysian Executive Director Institute of Certified Public Accountants, has more than 26 years experience in financial and general management. Appointed a Director of Tanjong in August 1991. An Executive Director since February 1992. Responsible for providing direction in investment, financial and corporate structures, strategies and policies and decision making. Deputy Chairman and Group Chief Executive Officer of ASTRO ALL ASIA NETWORKS plc (listed on the Bursa Malaysia) which is a leading integrated cross-media company in Malaysia; Non-Executive Director of Maxis Communications Berhad (listed on the Bursa Malaysia), a leading mobile communications provider in Malaysia and an Executive Director of Usaha Tegas Sdn Bhd, which has significant interests in the aforesaid companies. His other directorships include MEASAT Global Berhad (formerly known as Malaysian Tobacco Company Berhad) (listed on the Bursa Malaysia), operator of the MEASAT satellite network; KLCC (Holdings) Berhad, the developer and manager of the Kuala Lumpur City Centre development and Arnhold Holdings Limited (listed on The Stock Exchange of Hong Kong Limited), which is involved in contracting for the building and construction industry. There is no business arrangement with the Company in which he has a personal interest. Board of Directors 6 Annual Report T ANJONG PUBLICLIMITEDCOMPANY Board ofDirectors & Financial Statements2004 LEONG WAI HOONG KHOO TEIKCHOOI Non-Executive Director Non-Executive Director Independent Director T AN POHCHING (continued) September 1996,uponhisresignationfromUTSB. T as MaxisCommunicationsBerhad).AppointedNon-Executive Directorof management andmarketingpositionsinBinariangSdn Bhd(nowknown Berhad whichwasacquiredbyJTInternationalGroup in 1996. University ofMalaya. Malaysian. Age58.DegreeinBachelorofArts (Hons.) fromthe has apersonalinterest. Foundation, anon-profitorganisation. Bursa Malaysia).AlsoadirectoroftheMalaysianCommunity&Education on theBursaMalaysia)andASTROALLASIANETWORKSplc(listed directorships inUsahaTegas SdnBhd,MaxisCommunicationsBerhad(listed Malaysia from1973to1990beforejoiningtheGroup.Holdsnon-executive the AdvancedManagementProgramatHarvardBusinessSchool. Engineering fromtheUniversityofStrathclyde,Scotlandandhasattended 1 May2003.RemainsasNon-ExecutiveDirectorwitheffect fromthatdate. 1991. Was Chief ExecutiveOfficer fromJuly1992untilhisretirementon Malaysian. Age57.AppointedDirectortotheBoardofTanjong inOctober has apersonalinterest. marketing andgeneralmanagement. Forecast Totalisator business.Hasextensiveexperienceinbusiness,salesand joining theGroup.Was responsiblefortheestablishmentofNumbers management positionsintheShellgroupofcompaniesMalaysiapriorto Borneo MotorsLtd.From1969to1987,heldvariousseniormarketingand as Non-ExecutiveDirector. Retired asExecutiveDirectorandChairmanon1April2003remains Board ofTanjong inOctober1991andwasitsChairmansinceJuly1992. Bedfordshire Technical College,Luton,UK.AppointedDirectortothe Malaysian. Age66.QualifiedinautomotiveengineeringSouth Berhad In thesameyear, wasappointed theManagingDirectorofJTInternational and generalmanagement. and currentlyservesonitsboard asaNon-ExecutiveDirector. anjong inApril1994andhasbeenanIndependent Directorsince Joined UsahaTegas Group(“UTSB”) in1994andheldsenior Between 1977and1994,heheldseniorpositionsin R.J. Reynolds There isnobusinessarrangementwiththeCompanyinwhichhe Held variousmanagementpositionsintheShellgroupofcompanies Graduated in1973withaFirstClass(Hons)DegreeMechanical There isnobusinessarrangementwiththeCompanyinwhichhe Between 1961and1969,servedinvariousmanagementpositionswith He doesnothave anyconflictofinterest withtheCompany. Has extensiveexperiencein businessdevelopment,sales,marketing W (listed ontheBursaMalaysia) as theRegionalVice President(S.E.Asia),JTInternationalin1996. until hisretirementinJanuary 2000 TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 7
Board of Directors (continued)
DETAILS OF MEMBERSHIP IN BOARD COMMITTEES
Committees of the Board Board of Directors
Executive Audit Remuneration Nominating Option Committee Committee Committee Committee Committee 1
Chairman Chairman Member Chairman Member Annual Report 2004 Datuk Khoo (w.e.f (w.e.f Eng Choo 1.5.2003) 1.4.2003)
Member Nil Nil Nil Chairman Augustus (w.e.f (w.e.f Ralph Marshall 1.5.2003) 1.4.2003)
Khoo Teik Chooi Nil Nil Nil Nil Nil
Tan Poh Ching Nil Member Nil Nil Chairman (w.e.f (retired w.e.f 1.4.2003) 1.4.2003)
Leong Wai Hoong Nil Member Chairman Member Nil (w.e.f 1.4.2003)
Ooi Boon Leong Nil Member Chairman Member Member (retired w.e.f (retired w.e.f (retired w.e.f (retired w.e.f 1.4.2003) 1.4.2003) 1.4.2003) 1.4.2003)
1 Board Committee for the implementation and administration of the Tanjong plc Employees‘ Share Option Scheme No. 2 (“ESOS”).
• None of the Directors has had convictions for any offences within the past 10 years. • All Directors attended all nine Board meetings of Tanjong held for the financial year ended 31 January 2004 except for Ooi Boon Leong who attended 3 meetings up to his retirement. • None of the Directors has any business arrangement with the Company in which he has a personal interest. • None of the Directors has any family relationship with any Director and/or major shareholder of the Company. Senior Management 8 Annual Report T ANJONG PUBLICLIMITEDCOMPANY Senior Management & Chairman/Chief Executive Officer Financial Statements2004 P Group ChiefOperatingOfficer Group ChiefFinancialOfficer an MalaysianPools SdnBhd Group CompanySecretary Executive Director P owertek Bhd Public Accountant(Malaysia). a principalofmajoraccountingfirm. accounting, auditandbusinessimprovementareas,havingpreviouslybeen Financial Officer sinceOctober2000.Hehasover25years experiencein SIUAGAMY RAMASAMY NG ENGTONG IR. DR.ONGPENGSU GERARD NATHAN T management firmservingapublic listedgroup. Company SecretarycumHuman Resource&AdministrationManagerwitha corporate, legalandsecretarial field.PriortojoiningtheGroupshewas Administrators, UK,shehasmore than20yearsofextensiveexperienceinthe Company Secretary. AnAssociateoftheInstitute ofCharteredSecretaries& downstream oilmarket. companies inMalaysia,withmorethan25yearsof experience inthe Chemical Engineering.Hewaspreviouslywiththe Shellgroupof Officer ofPMP. Board ofPMPinMarch2002andiscurrentlytheChairman/Chief Executive Malaysian PoolsSdnBhd(“PMP”).Hewasappointedthe Chairmanofthe 1989 andtheMalaysianBarin1990. of Artsdegreein1988andwascalledtotheEnglishBar(Lincoln'sInn) bank inMalaysia. Officer. Hehasmorethan13yearsworkingexperiencewithaninvestment Engineers, MalaysiaandisamemberofTheInstitutionMalaysia. university. He isaRegisteredProfessionalEngineerwiththeBoardof He wasawardedhisPhDmajoringinPowerSystem1982fromthesame Electronics EngineeringfromtheUniversityofStrathclyde,Scotlandin1976. experience inthepowerbusiness. Director ofPowertekBerhadsinceMarch2001.Hehasmorethan25years AN KONGHAN He isaCharteredCertifiedAccountant(UnitedKingdom)and He graduatedfromtheUniversityofWales, UKwithaDegreein He readeconomicsandlawatCambridge,graduatedwithaBachelor Dr OnggraduatedwithafirstclasshonoursdegreeinElectricaland joined theGroupin1994asChiefOperatingOfficer ofPan joined theGroupin2003asChiefOperating joined theGroupin1993andhasbeenChief joined theGroupin1990andhasbeenExecutive joined theGroupin1991andiscurrently TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 9
Group Financial Highlights
Group Financial Results
2,800 2,677 140 2,600 2,456 130 2,400 120 2,200 2,093 2,099 103.9 110 Group Financial Highlights 2,000 1,893 100 98.7 1,800 84.0 90 80 1,600 83.8 1,400 60.2 70
1,200 54.7 60 sen 49.4 RM million 1,000 53.6 842 50 800 42.4 693 660 40 38.2 562 600 495 515 30 373 382 400 281 339 20 200 10 0 2000 2001 2002 2003 2004
TURNOVER EBITDA OPERATING PROFIT BASIC EPS (sen) UNDERLYING EPS (sen)
ROE & ROA (%) Debt/Equity Ratio (times)
25% 1.20 1.18 20.3 1.10 1.07 20% 19.0 1.00 0.98 15.2 15.4 15% 14.3 14.3 0.90 0.87 13.4 0.81 11.1 10.5 10.8 10% 0.80
0.70 5% 0.60
0.50 2000 2001 2002 2003 2004 2000 2001 2002 2003 2004 Financial Year Financial Year
ROE ROA
Dividends and Earnings Per Share (sen) Earnings Per Share Contribution (sen)
110 110
100 100 8.2
90 90 3.6 30.7 80 104 80 70 70 36.1 60 60 84 25 sen sen 50 50 3.5 30.0 40 40 25.7 54 49 19.8 30 42 30 65.0 44.1 20 28 41 20 22 22 22 28.4 31.4 10 10 26.1 8 8 8 10 0 -0.5 2000 2001 2002 2003 2004 -10 -19.0 Financial Year -20 INTERIM FINAL DIVIDEND BASIC EPS 2000 2001 2002 2003 2004 Financial Year
POWER GENERATION GAMING OTHERS TANJONG PUBLIC LIMITED COMPANY 10 Annual Report & Financial Statements 2004
Group Financial Highlights (continued)
Year ended 31 January 2004 2003 2002 2001 2000 Consolidated Profit & Loss Account (in RM'000) Turnover 2,677,171 2,455,522 2,098,842 2,092,674 1,892,953 Group Financial Highlights EBITDA 1 842,132 692,889 515,193 495,163 373,492 Operating Profit 659,654 561,650 338,570 381,870 280,668 Interest Income 25,903 16,482 13,585 16,259 23,739 Interest Expense (121,263) (59,906) (32,949) (57,329) (51,058) Net Interest Expense (95,360) (43,424) (19,364) (41,070) (27,319) Net Investment Gain/(Charge) 20,131 (791) (7,706) (3,912) 8,697 Profit Before Tax 587,961 521,368 311,588 334,718 261,191 Profit After Tax & Minority Interests 405,481 323,119 161,352 203,139 185,517 Turnover (in RM'000) Power Generation 1,018,966 932,849 588,690 533,463 343,219 Numbers Forecast Totalisator 1,555,654 1,421,526 1,397,501 1,478,116 1,488,231 Racing Totalisator 20,117 20,942 9,600 6,919 12,948 Property Investment 39,218 37,203 30,914 25,323 22,654 Liquefied Petroleum Gas 43,216 43,002 72,137 48,853 25,901 2,677,171 2,455,522 2,098,842 2,092,674 1,892,953 Joint Venture 2 40,431 31,655 25,361 23,403 24,584 Total 2,717,602 2,487,177 2,124,203 2,116,077 1,917,537
EBITDA (in RM'000) Power Generation 635,999 458,360 319,778 317,442 233,389 Numbers Forecast Totalisator 186,740 208,180 199,742 190,371 145,305 Racing Totalisator (3,383) 2,129 (25,587) (28,244) (15,758) Property Investment 33,430 29,859 25,241 21,233 16,917 Liquefied Petroleum Gas (1,945) (1,586) (1,883) (2,592) (4,096) Non Segmental (8,709) (4,053) (2,098) (3,047) (2,265) 842,132 692,889 515,193 495,163 373,492 Joint Venture & Associate 3 3,536 3,933 88 (2,170) (855) Total 845,668 696,822 515,281 492,993 372,637
Operating Profit/(Loss) (in RM'000) Power Generation 465,104 339,314 229,301 229,819 163,640 Numbers Forecast Totalisator 180,512 201,283 191,835 175,247 132,776 Racing Totalisator (7,682) (2,200) (29,505) (32,036) (20,160) Property Investment 32,542 29,004 24,429 20,501 16,202 Liquefied Petroleum Gas (2,113) (1,698) (75,392) (8,614) (9,524) Non Segmental (8,709) (4,053) (2,098) (3,047) (2,266) 659,654 561,650 338,570 381,870 280,668 Joint Venture & Associate 3 3,536 3,933 88 (2,170) (855) Total 663,190 565,583 338,658 379,700 279,813
1 EBITDA: Refers to Earnings before Net Interest, Tax, Depreciation and Amortisation 2 Joint Venture: Refers to the Group's interest in the results of Tanjong Golden Village 3 Joint Venture & Associate: Refers to the Group's interest in the results of Tanjong Golden Village and Pacific Online Systems Corporation TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 11
Group Financial Highlights (continued)
As at 31 January 2004 2003 2002 2001 2000 Consolidated Balance Sheet (in RM'000) Tangible Assets 2,694,302 2,553,804 2,173,588 1,712,328 1,626,946 Intangible Assets 52,906 56,682 60,457 73,562 77,499 Group Financial Highlights Investment Property 470,000 365,000 365,000 365,000 365,000 Joint Venture & Associate 43,854 31,155 30,710 30,461 32,724 Long Term Investments 5,605 6,356 12,691 25,958 18,287 Current Assets 432,163 320,797 223,193 197,207 181,689 Cash/Liquid Resources 1,127,601 721,988 507,005 522,962 476,612 Gross Assets 4,826,431 4,055,782 3,372,644 2,927,478 2,778,757 Creditors 462,911 423,628 251,799 342,798 321,017 Debt 1,808,240 1,340,608 1,146,259 749,253 778,293 Deferred Taxation 275,813 200,108 146,137 111,053 81,052 Net Assets 2,279,467 2,091,438 1,828,449 1,724,374 1,598,395
Represented by Shareholders' Funds 2,166,613 1,825,970 1,575,304 1,492,701 1,350,263 Minority Interests 112,854 265,468 253,145 231,673 248,132 2,279,467 2,091,438 1,828,449 1,724,374 1,598,395
Net Assets (in RM'000) Power Generation 922,323 1,157,368 1,123,196 1,103,739 1,006,122 Numbers Forecast Totalisator (35,745) (11,118) (10,442) (8,774) 6,738 Racing Totalisator 39,612 55,622 44,568 45,598 51,317 Property Investment 306,861 195,239 184,033 161,931 146,581 Liquefied Petroleum Gas 4,603 2,435 6,080 80,200 79,248 Non Segmental 1 997,959 660,737 450,304 311,219 275,665 2,235,613 2,060,283 1,797,739 1,693,913 1,565,671 Joint Venture & Associate 2 43,854 31,155 30,710 30,461 32,724 Total 2,279,467 2,091,438 1,828,449 1,724,374 1,598,395
Key Corporate Ratios Debt to Equity (times) 1.18 1.07 0.98 0.81 0.87 Return on Equity (ROE) 3 20.3% 19.0% 10.5% 14.3% 14.3% Return on Assets (ROA) 3 15.4% 15.2% 10.8% 13.4% 11.1% Net Dividend Yield 4 5.2% 3.1% 3.3% 2.7% 2.7%
1 Non Segmental: Includes current asset investments, interest bearing assets and dividends payable 2 Joint Venture & Associate: Refers to the Group's interest in the net assets of Tanjong Golden Village, Pacific Online Systems Corporation and Central Pacific Assets Limited 3 Based on the average of the opening and closing balances of shareholders' funds (ROE) and total assets (ROA) 4 Net Dividend Yield is computed based on the weighted average share price during the financial year TANJONG PUBLIC LIMITED COMPANY 12 Annual Report & Financial Statements 2004
Group Financial Highlights (continued)
Year ended 31 January 2004 2003 2002 2001 2000 Cash flows (in RM’000) Cash flow from Operating Activities 743,146 661,416 398,967 479,870 318,315 Net Interest/Dividend (73,421) (68,316) (72,922) (52,831) (26,206) Group Financial Highlights Taxation (95,340) (106,376) (94,375) (113,906) (89,831) Net Capital Expenditure (16,870) (14,479) (9,062) (6,216) (32,997) Free Cashflow 557,515 472,245 222,608 306,917 169,281
Equity Dividends 141,080 99,832 90,659 90,424 81,186 Acquisitions 562,278 400,808 562,166 167,944 340,527 Analysis of Net Cash 1 (in RM'000) Cash 15,848 13,798 14,451 34,427 36,533 Short Term Deposits 1,019,448 620,899 465,925 450,618 389,985 Current Asset Investments 92,305 87,291 26,629 37,917 50,094 1,127,601 721,988 507,005 522,962 476,612 Debt (1,808,240) (1,340,608) (1,146,259) (749,253) (778,293) Net Debt (680,639) (618,620) (639,254) (226,291) (301,681)
Share Information & Stock Performance Number of Shares (in '000) Weighted Average 390,313 385,698 380,354 378,751 375,871 In Issue 396,024 387,209 381,381 379,527 375,983 Share Price (in RM) High 11.70 11.50 9.10 11.80 10.80 Low 8.40 8.15 4.76 6.05 5.40 As at 31 January 11.00 8.75 9.05 7.85 9.60 Market Capitalisation as at 31 January (in RM Million) 4,356 3,388 3,451 2,979 3,609 Per Share Analysis (in sen) Earnings per share (EPS) Basic EPS 103.9 83.8 42.4 53.6 49.4 Diluted EPS 103.7 83.4 42.4 53.3 49.0 Underlying EPS 2 98.7 84.0 60.2 54.7 38.2 Free Cash Flow Per Share 142.8 122.4 58.5 81.0 45.0 Net Tangible Assets Per Share 533.7 456.9 397.2 373.9 338.5 Gross Dividend Per Share 66.0 3 38.0 3 30.0 3 30.0 3 30.0 Net dividend per share 52.0 30.2 23.8 23.8 21.6
1 As at 31 January of the respective financial years 2 Underlying EPS: Basic EPS adjusted for the effects of investment, exchange differences and non-recurring events i.e. tax waiver in 1999 and impairment provision in LPG business in FY2002 3 Includes 16 sen tax-exempt interim dividend in FY2004 (FY2003: 10 sen tax-exempt, FY2002 & FY2001 : 8 sen tax-exempt) TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 13
Group Segmental Information
Year ended 31 January 2004 2003 2002 2001 2000 Power Generation (in RM'000) Turnover 1,018,966 932,849 588,690 533,463 343,219 1 EBITDA 635,999 458,360 319,778 317,442 233,389 1 1
Operating Profit 465,104 339,314 229,301 229,819 163,640 Group Segmental Information Installed Generation Capacity (MW) 1,490 1,230 770 770 770 1 Export Energy (MWh) 6,875,372 5,139,647 3,710,617 3,415,536 1,097,011 1 Average Availability (%) - Telok Gong 98.35 99.14 97.90 99.77 99.40 - Tanjong Kling 93.55 93.30 97.23 93.66 93.90 1 - Panglima 2 93.50 87.89 - - - Load Factor (%) - Telok Gong 2.76 28.25 30.00 14.88 5.10 - Tanjong Kling 81.47 97.09 92.94 94.79 85.90 1 - Panglima 2 76.57 55.62 - - - Numbers Forecast Totalisator Business (in RM'000) Turnover 1,555,654 1,421,526 1,397,501 1,478,116 1,488,231 Prize Payout 987,076 884,282 853,652 881,906 939,091 Taxes & Duties 3 210,324 168,392 208,204 254,236 255,976 EBITDA 186,740 208,180 199,742 190,371 145,305 Operating Profit 180,512 201,283 191,835 175,247 132,776 Normal Draws 157 156 156 157 156 Special Draws 10 9 4 7 8 Number of Draws 167 165 160 164 164 % Prize Payout 63.5% 62.2% 61.1% 59.7% 63.1% % Operating Margins 11.6% 14.2% 13.7% 11.9% 8.9% Racing Totalisator Business (in RM'000) Gross Proceeds 827,550 780,607 497,554 450,020 577,575 Dividends Payable 643,159 607,337 372,740 325,399 418,858 Taxes & Duties 3 96,658 91,175 72,861 77,403 99,343 Group's Share of Net Surplus 20,117 20,942 9,600 6,919 12,948 Operating Loss (7,682) (2,200) (29,505) (32,036) (20,160) Number of Races 1,367 1,275 1,120 1,086 980 Number of Race Days 153 139 128 131 114 Telelink (in RM'000) Turnover/Gross Proceeds NFO Turnover 13,140 11,858 11,213 12,645 13,836 RTO Gross Proceeds 113,296 90,782 50,766 55,617 86,163 126,436 102,640 61,979 68,262 99,999 Number of Accounts 105,355 80,242 72,997 65,765 54,738 Property Investment (in RM'000) Turnover 39,218 37,203 30,914 25,323 22,654 Operating Profit 32,542 29,004 24,429 20,501 16,202 Occupancy Rate (%) 91.7 90.5 85.3 70.3 63.6
1 Includes results of Tanjong Kling plant from 6 August 1999 2 Commenced open cycle operations in February 2002 and combined cycle operations in March 2003 3 Taxes & Duties : Includes Gaming Tax and Betting & Sweepstake Duties TANJONG PUBLIC LIMITED COMPANY 14 Annual Report & Financial Statements 2004
Chairman’s Statement
“On behalf of the Board of Tanjong plc, Chairman’s Statement it gives me great pleasure to present to you its Annual Report and Financial Statements for the financial year ended 31 January 2004.”
FINANCIAL REVIEW The Malaysian economy grew by 5.2% in 2003, demonstrating considerable resilience during a period of uncertainty. This growth was brought about by strong economic fundamentals, an accommodative monetary policy and decisive Government action in introducing a stimulus Economic Package in May 2003. These measures provided the conditions which were conducive to Tanjong’s progress and, together with the initiatives we took to enhance our earnings and cashflows, have enabled us to report what has been our strongest performance to date. Group turnover increased by 9% or RM222 million to RM2,677 million due largely to the increased contribution of the Power Generation segment upon the Panglima plant successfully commencing commercial operations of its combined cycle phase in March 2003. Another significant contributor to the increase in Group turnover is the Numbers Forecast Totalisator business (“NFO”) segment which recorded a 9% rise to RM1,556 million due to continuing efforts to increase the awareness of NFO products and rigorous enforcement action by the authorities against unauthorised operators. Group operating profit is, at RM660 million, a substantial 17% higher than the previous year’s operating profit of RM562 million. The dominant contributor to this increase is Panglima’s enhanced generating capacity brought about by its combined cycle power plant. The increase in turnover for the NFO business has enabled us to mitigate the adverse impact of the January 2003 increase in Betting & Sweepstake duties and the prize payout structure. NFO operating profit consequently, decreased by RM20 million to RM181 million. The increase in the occupancy rate in Menara Maxis to 92% has enabled us to report a 12% increase in operating profit for Property Investment to RM33 million this year. The Racing Totalisator business segment however recorded an RM8 million operating loss in the current year, due mainly to an increase in overall totalisator expenditure. TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 15
Chairman’s Statement (continued)
Strong operating cashflows continue to be a key characteristic of our core businesses and for the year reviewed, our operating cashflows stood at RM743 million. Of this amount, RM283 million has been
expended on the construction of the Panglima power plant and a further Chairman’s Statement RM268 million was invested in the successful acquisition of the remaining shares of Powertek Bhd (“Powertek“) not owned by the Group. The major financing activity during the year has been in respect of the drawdown of the RM830 million Serial Bonds in March 2003 which were used to repay Panglima’s earlier bridging loan of RM400 million, as well as the construction costs of the Panglima power plant.
EARNINGS PER SHARE The outstanding overall performance has translated into a 24% growth AND DIVIDENDS in earnings per share from 83.8 sen to 103.9 sen in the current year. We have in place a progressive dividend policy that seeks to achieve a balance between long-term capital growth and immediate cash returns. In line with this policy and the improvement in our earnings and cashflows, we declared a first interim dividend of 16 sen tax-exempt and a second interim dividend of 25 sen gross less Malaysian income tax of 28%. The Board is now recommending a final gross dividend of 25 sen per share less Malaysian income tax of 28%. This will result in a total gross dividend for the year of 66 sen per share, a 74% increase over last year’s gross dividend of 38 sen per share. This increase has culminated in an improvement in our dividend payout ratio from 45% last year to 64% this year.
CORPORATE GOVERNANCE We view our efforts in the area of Corporate Governance as an enabler of competitive advantage rather than merely a need to comply with regulatory requirements. We believe that our challenge is to transcend compliance with the applicable requirements and embrace best practice, if in doing so, we are able to enhance shareholder value. Having improved Board and Management governance structures and processes over the last few years, we have now focussed our attention on ensuring the independence and objectivity of the External Auditors, which is fundamental to shareholder confidence. We have, to this end, put in place measures to ensure that our External Auditors, PricewaterhouseCoopers LLP (“PwC”) are free from bias in the provision of non-audit services. We have also implemented a structure enabling the Audit Committee to regularly monitor PwC’s independence, objectivity and effectiveness. We have based our policies and processes primarily on recommendations contained in the UK Combined Code Guidance on Audit Committees (the Smith Guidance). We have also considered the impact of the US Sarbannes-Oxley Act 2002, and the related pronouncements of the US Securities and Exchange Commission, in developing our processes. Our commitment to best practice in Corporate Governance is an ongoing imperative. We continue to be motivated by the support and wide recognition given by our institutional investors, research houses and the media for our efforts and achievements in this vital area. TANJONG PUBLIC LIMITED COMPANY 16 Annual Report & Financial Statements 2004
Chairman’s Statement (continued)
INTERNATIONAL The Accounting Standards Board (“ASB”) in the United Kingdom now requires FINANCIAL REPORTING all UK listed companies to comply with International Financial Reporting STANDARDS Standards (“IFRS”) adopted by the ASB, from 2005 onwards. Subsequent
Chairman’s Statement to this date, Tanjong’s primary consolidated financial statements will be prepared using IFRS. We believe that this is an important step towards common global accounting standards and should lead to improved transparency and comparability for all investors. There will be complexities resulting from this conversion and we are therefore reviewing all implementation aspects, including potential accounting policy revisions, systems impacts and a range of business issues emanating from this fundamental change. We expect that our efforts will enable us to be fully prepared to make the necessary changes on a timely basis.
CORPORATE AND The successful completion of the acquisition of the remaining shares of BUSINESS DEVELOPMENTS Powertek in April 2003 made it essential for the centralisation of group corporate functions under a separate management services entity, Tanjong Management Services Sdn Bhd. This has obviated the duplication of various corporate services as well as enabled a renewed focus on strategic acquisitions, given that Tanjong’s business objectives and corporate identity are distinct from that of its operating subsidiaries. Following the reorganisation, we embarked on the implementation of an Enterprise Resource Planning system which will enable us to capitalise on the synergies of maintaining a common system for all Group companies as well as to achieve efficiencies in integrated strategic and operational management processes. The initial phase of this project is expected to be completed before the end of this year. We are confident that our measures to streamline our people, structures and processes will assist in value creation as they present opportunities for further cost rationalisation, shared services and outsourcing, when these become strategically advantageous to the Group. We have been actively evaluating a number of potential strategic investments throughout the year. Based on our investment criteria, we selected the Tropical Islands investment as a suitable venture in view of its potential for growth and scalability whilst only requiring a small investment outlay. Following the Board’s decision to invest in the Tropical Islands venture, the Group together with its joint venture partner Au Leisure Investments Pte Ltd entered into a Purchase & Loan Contract in July 2003 to purchase the assets of Cargolifter AG Group for Euro 17.5 million, which included the world’s largest freestanding dome and 500 hectares of land in Germany. This was done with the aim of developing the dome into a resort destination housing a variety of themed tropical settings such as a rainforest, sea, lagoon, beaches, park, village and a flower garden. Upon the fulfillment of the relevant conditions, the acquisition was completed on 16 April 2004, and at the same time, we increased our equity interest in the joint venture from 50% to 75%. TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 17
Chairman’s Statement (continued)
CORPORATE SOCIAL We remain committed to ensure that our actions benefit not only our RESPONSIBILITY shareholders but also our employees, the community and the environment. Our work for the betterment of the community in the past
year has revolved around our support for worthwhile causes in various Chairman’s Statement areas including welfare, education, community health, equestrian, sports and the arts. Environmental management of our power plants and the safety and health programmes for the benefit of our employees have continued to be given close attention throughout the year under review.
OUTLOOK Our successful diversification into Power Generation has enabled us to maintain a competitive dividend policy as well as to invest in related businesses that will further enhance shareholder value. We are working diligently on increasing the profitability of our core Gaming and Power businesses, both through acquisitions and organic growth. The extent of our future growth will depend largely on the success of our developmental efforts and your Board relishes the challenge of maintaining the growth momentum that has been achieved thus far.
ACKNOWLEDGEMENTS We acknowledge that in our people, we have the resourcefulness and dedication to transform our values, ideas and strategy into reality. My wholehearted thanks to all our staff who have worked tirelessly to enable us to report yet another commendable set of results. I would like to thank our customers, business associates and investors for their continued cooperation and support. The future holds great potential and challenge for Tanjong and it is, as always, only just beginning.
DATUK KHOO ENG CHOO Chairman Kuala Lumpur 30 April 2004 Business Review 18 RM million 1,000 1,200 Annual Report T 400 600 800 ANJONG PUBLICLIMITEDCOMPANY 200 “ during 2003. these goalswereachieved goals andtheextenttowhich provides aninsightintoour significant businesssegments The followingreviewofour determination andconviction. and executeourplanswith to planouractionsjudiciously business segmentsistherefore challenge foreachofour diversification. Theongoing earnings profilethrough to improvetheresilienceofits excess ofitscostcapitaland achieve earningsgrowthin business objectivesareto OVERVIEW Business Review 2000 164 343 The Group’s overall & Financial Statements2004 unvrOperatingProfit Turnover 2001 533 230 P ” ower Generation 2002 589 229 032004 2003 933 339 1,019 465 opportunities for acquisitionsandfurther plant-upsintheglobalmarket. positioned topursueallgrowth opportunitieswithinMalaysiaandtoseize future hasmadethischallenge eventougher. We arehoweverwell- difficulty insecuringthemandate fornewplant-upsintheimmediate current requirementsofthe Malaysianpowerindustryandtheresulting growth momentumthathas beenestablishedoverthelastthreeyears.The million toRM465million. a 37%increaseinPowerGeneration’s operatingprofitfrom RM339 occupational safetyandhealth.Ouroverallefforts havetranslated into and reliabilitylevels,technicalexcellencehigh standardsin Melaka, sothatthesehavebeenabletoattaintheexpected efficiency focus ontheoperationandmaintenanceofitsother powerplantsin constructing Panglima,Powertekhassuccessfullymaintained acontinuing earlier on,aswelltheremainingconstructioncostsofplant. These fundswereappliedagainst Bonds tosecurePanglima’s projectfinancingatcompetitivetermsandrates. Powertek’s earnings. 2003. We arenowtherefore abletoaccountforanadditional16%of acquisition andthedelistingofPowertekwerebothcompletedinApril RM1.00 eachinPowerteknotownedbytheGroup.Thecompulsory of theacquisitionremaining36,697,256ordinaryshares been passedontoitscustomerintheformoflowtariffs. This hasbroughtaboutconsiderablesavingsinfuelconsumptionthathave efficiency levelthatisamongthehighestinpowergenerationindustry. uses thelatestplanttechnologywhichhasenabledittooperateatan lowest costsperMWintheregion.Apartfromitscostadvantage,Panglima approximately RM1.47billionfora720MWplant,whichisoneofthe below budget.We have hencebeenabletoachieveatotalprojectcostof approach andtightcostcontrolwhichenabledtheprojecttobecompleted increase inthissegment’s turnoverwhichroseby9%toRM1,019million. in Malaysia.Theachievementofthisgoalhasenabledustoreportan Berhad (“Powertek”),thesecondlargestindependentpowerproducer increased to1,490MW, makingourprincipalsubsidiary, Powertek power plant(“Panglima”).Indoingso,ourtotalinstalledcapacityhas successful completionofthecombinedcyclephasePanglima Our keystrategyforPowerGenerationin2003wastoensurethe POWER GENERATION BUSINESS Our presentchallengeinPowerGenerationisthecontinuation ofthe In thecourseofcompletingitscorporatetransformation and During theyear, weissuedRM830millionRedeemableSecuredSerial Another majormilestonein2003wasthesuccessfulcompletion Panglima wasconstructedusingadisciplinedprojectmanagement the RM400million bridging loan taken
TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 21
Business Review (continued)
NUMBERS FORECAST TOTALISATOR BUSINESS (“NFO”) Business Review
After a relatively sluggish performance over the past few years, the NFO segment saw an impressive 9% increase in turnover from RM1,422 million to RM1,556 million registering what has been the segment’s best performance since 1998. The increase was brought about by several factors. First, the NFO industry saw a sharp increase in demand in the second quarter of 2003 due to rigorous enforcement measures which were carried out by the authorities against unauthorised operators. Secondly, we took measures to increase the awareness of our NFO products by sponsoring media programmes and special events. This has enabled our products to appeal to a wider target audience. Marketing innovation has also played a significant role in increasing our market share as was manifested in the later part of 2003 by the introduction of the IBox service. The increased turnover managed to mitigate the impact of the January 2003 increase in Betting & Sweepstake duties and revised payout structure which considerably reduced our NFO operating margins. We therefore recorded a smaller than expected decrease of RM20 million in RM million
1,800 our operating profit from RM201 million to RM181 million. 1,556 1,488 1,478 1,422 Looking ahead, we note that the Telelink channel has significant 1,500 1,398 untapped potential to help overcome the lack of accessibility to our 1,200 products. Whilst the contribution from this channel is still modest, we are 900 encouraged by the growth of its customer base which has met with our 600 192 201 181 expectations. We will commit more resources to improve the various 300 133 175 customer services especially in the area of mobile phone betting and 2000 2001 2002 2003 2004 electronic fund transfers. We will also be implementing various other Numbers Forecast Totalisator structural and tactical plans to ensure that our immediate and long term Turnover Operating Profit growth targets are achieved. Business Review 22 RM million Annual Report T -150 300 450 600 750 900 ANJONG PUBLICLIMITEDCOMPANY 150 0 Business Review 2000 2)(2 3)()(8) (2) (30) (32) (20) 578 & rs rcesOperatingLoss Gross Proceeds Financial Statements2004 2001 450 Racing Totalisator 2002 498 032004 2003 781 (continued) 828 promoting thethoroughbredbreedingindustryincountry. incentive races,isanintegralpartofourefforts towardsdevelopingand auctioned off forRM4.1million.TheSale,alongwiththeNSF-sponsored horses, comprising29localbredsand32imports,wassuccessfully Sale atthePenangTurf Clubduringtheyear. Atotalof61two-year-old RM8 millionduetoanescalationinoveralltotalisatorexpenditure. proceeds, werecordedanincreaseinoperatinglossfromRM2millionto race daytoRM442perthisyear. Despitetheincreasedgross although spendingperpuntersawaslightdeclineof4%fromRM462 course centressimilarlyincreasedby10%to1.87millionpunters being conductedthisyear. Theattendanceattheturfclubsandoff- year toRM828million.Thiswasachievedthroughanadditional92races increase fortheyearunderreview, fromRM781millionintheprevious Racing totalisatorgrossproceedscontinuedtoimproveandsawa6% RACING TOTALISATOR BUSINESS(“RTO”) The NationalStudFarm(“NSF”)helditstwelfthPremier
TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 25
Business Review (continued)
LEISURE BUSINESS Business Review
In July 2003, the Group entered into a Purchase & Loan Contract to purchase TROPICAL ISLANDS the assets of Cargolifter AG Group for Euro 17.5 million, which included the world’s largest freestanding dome and 500 hectares of freehold land near Berlin in the Federal Republic of Germany. We intend to develop the dome into a resort destination with a year-round tropical setting comprising different themed areas of natural islands such as a rainforest, sea, lagoon, beaches, park, village, flower garden and market place. Tropical Islands has also been conceived as a lifestyle destination showcasing the culture, food and entertainment unique to various tropical countries around the world. The scheduled activities in Tropical Islands are designed to appeal to a wide spectrum of visitors encompassing all age and income groups. In order to maintain continuing interest in its activities, the environment and entertainment themes will be changed from time to time. Market segmentation techniques will also be used to cater for the differing needs of high and average spending patrons. The acquisition of the aforementioned assets was completed on 16 April 2004. On the same date, we acquired a 75% equity interest in Tropical Islands S.A.R.L. (“TISARL”), the company which will undertake the project. Our partner, Au Leisure Investments Pte. Ltd. holds the remaining 25% equity interest in TISARL. A Project Committee has been formed to drive the project to ensure that the attendant construction, resource, marketing, financing and other operational issues are duly addressed in order that we can successfully meet our scheduled completion date in the fourth quarter of 2004.
Tanjong Golden Village Sdn Bhd registered a 13% increase in admissions TANJONG GOLDEN VILLAGE during the year, up from 6.1 million patrons to 6.9 million patrons. Gross box office receipts increased correspondingly by 16% from RM50 million to RM58 million. The higher turnover is attributable to the Government’s continued clampdown on video piracy as well as a strong following for movie sequels and franchise titles. Business Review 26 RM million Annual Report T ANJONG PUBLICLIMITEDCOMPANY 10 20 30 40 Business Review 2000 23 16 & Financial Statements2004 unvrOperatingProfit Turnover Property Investment 2001 25 21 2002 31 24 2003 37 29 (continued) 2004 33 39 29% increaseinourinvestmentsince1999. Maxis hasincreasedfromRM365milliontoRM470million,asignificant valuation reportdatedDecember2003,themarketvalueofMenara open marketvalueofMenaraMaxis.Basedontheirprofessional once everyfiveyears,weengagedprofessionalvaluerstoadviseonthe RM29 milliontoRM33million. profit forthissegmentconsequentlyincreasedbyRM4millionfrom which amountedtoRM39millioninthefinancialyear. Operating tenancies. We werehenceabletoachievea5%increaseinturnover inclusion ofanothertwoqualitytenantsandtherenewalexisting compromising onthequalityofourtenantbase.2003sawwelcome respectable occupancyrateof92%withoutsacrificingourrentalratesor demand. MenaraMaxishashoweversucceededinmaintaininga market haspersistedasthebuild-upofnewspacecontinuestooutstrip Despite thegrowthinMalaysianeconomy, theglutinoffice space obtain thebestpossiblepriceforitsunderlyingassets. this business.Ournegotiationsareongoingandwedeterminedto been indiscussionswithinterestedpartiesonapossibledivestmentof environment. We have beenminimisingouroperatingcostsandhave The LPGbusinesscontinuestolanguishunderaverydifficult operating LIQUEFIED PETROLEUMGASBUSINESS PROPERTY INVESTMENTBUSINESS In accordancewithourpolicyofcarryingoutexternalvaluations
TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 29
Corporate Social Responsibility
Corporate social responsibility is a reflection of our firm belief that our actions should not only improve shareholder value, but also benefit our employees, society and the environment. Our Statement of General Business Principles guides our initiatives on the health and safety of our employees, conservation of resources and environmental protection, as well as our contributions to the communities within which we operate. Corporate Social Responsibility Our employees are key to our success and in recognition of this, we continue to implement various Occupational Safety and Health measures to entrench safety and health consciousness among our employees. Fire fighting courses, first aid and cardiopulmonary resuscitation training, fire drills, building and plant evacuation exercises as well as safety and health talks were, as in previous years, among the activities carried out. During the year, we implemented Occupational Health and Safety Management Systems complying with OHSAS 18001:1999 in two of our Power Plants and our vigilance has been rewarded with another accident-free year. At Menara Maxis, we regularly conduct safety system checks and drills on all safety related equipment. Environmental management at our power plants continues to be given close attention. We maintain strict compliance with the environmental laws governing plant operations and maintenance in areas relating to environmental standards, emission standards, noise level management and treatment of plant effluents and waste water. Our new Panglima power plant has recently implemented Environmental Management Systems which comply with the MS ISO 14001:1997. Our work towards improving the community is fundamental to our corporate social responsibility agenda. It is our belief that education plays a very important role in nation building by the creation of a knowledge- based society. With this in mind, we have contributed RM5 million towards the setting up of Universiti Tunku Abdul Rahman or UTAR, hence creating greater opportunities for Malaysians to pursue their tertiary education. When organising community development projects, we have contributed both in cash and through the voluntary participation of our staff. In doing so, we have not only enriched the experience of the needy but have also instilled in our staff a deep sense of compassion for those in dire need of help. Throughout the year, we partnered the community in various outreach projects and Staff-in-the-Community programmes to help the needy and the underprivileged in various aspects including health, welfare and education. We have also contributed to a spectrum of charitable and non-profit organisations benefiting deserving individuals of all ages, races and religions. In our on-going efforts to support the development of rural electrification projects and research and development for the electricity supply industry, we have contributed substantially to the Electricity Supply Industry Trust Fund which administers these programmes. Corporate Governance Statement 30 Annual Report T ANJONG PUBLICLIMITEDCOMPANY expenditure, acquisitions ordisposalsofinvestments andallmajorcorporate proposalsandannouncements. of theStrategicPlan,Business Plans,keyfinancialandoperatingpolicies,significant capitaloroperating meetings wereheldduring thefinancialyear. for allscheduledmeetingsand additionalmeetingsareconvenedforurgentand important matters.NineBoard Annual Report,theBusiness Planandtoreviewtheperformanceofitsoperatingsubsidiaries. Duenoticeisgiven The Boardmeetsatleastquarterlyandalsoonother occasionstointer-alia, approveQuarterlyReports,the Board Meetings incorporated withintheReportofDirectors. responsibilities hasensuredabalanceofpowerandauthority. Committees aredisclosedbelow. NoneoftheseDirectorsparticipate intheday-to-daymanagementofGroup. membership oftheAudit,RemunerationandNominating Committees.Thedetailsofmeetingsandactivitiesthese bring experienceandjudgementtobearonissuesofstrategy, performance,resourcesand ethical standards. direction oftheGroup.ThebiographiestheseDirectors(seePages5&6)demonstratenecessarydepth to further reflectsamixoffinancial,technicalandbusinessexperiencesthathasbeenvitaltothesuccessful objectivity andwillenableittomoreeffectively dischargeitsoversightfunction.ThecompositionoftheBoard reconstitution oftheBoardtoincludeasubstantialmajorityNon-ExecutiveDirectorshasenhancedBoard’s Executive Directors,twoofwhom(includingtheChairman)areindependent;andoneDirector. The The Boardwasre-constitutedduringthefinancialyearandnowhasfivemembers,comprisingfourNon- Board CompositionandBalance obligations toitsshareholdersandotherstakeholdersareunderstoodmet. management performance.TheBoardalsoestablishestheGroup’s valuesandstandardsensuresthatits that thenecessaryfinancialandhumanresourcesareinplaceforGrouptomeetitsobjectivesreviews and effective controlswhichenableriskstobeassessedandmanaged.ItsetstheGroup’s strategicaims,ensures affairs. The Board’s roleistoprovideentrepreneurialleadershipoftheGroupwithinaframeworkprudent The BoardiscollectivelyresponsibleforpromotingthesuccessofGroupbydirectingandsupervising its The RoleoftheBoardDirectors DIRECTORS Malaysian CodeandcompliedwiththeBestPracticesstatedtherein. Statement, theBoardhasconsideredmannerinwhichTanjong hasappliedthevariousprinciplesof T Compliance withtheMalaysianCode principles thereintotheextentdescribedinthisstatement. the PrinciplesofGoodGovernanceandCodeBestPractice(“UKCombinedCode”),hasadheredto Additionally, theBoardhasfoundmeritinrecommendationsrelatingtorevisedUKCombinedCodeof and BestPracticespromulgatedintheMalaysianCodeofCorporateGovernance(“MalaysianCode”). strives tocontinuallyimproveonTanjong’s governanceprocessesandstructuresasarticulatedinthePrinciples The BoardofDirectors(“Board”)iscommittedtomaintaininghighstandardscorporategovernanceand Corporate GovernanceStatement anjong hascompliedwiththeMalaysianCodethroughoutfinancialyearunderreview. Inpreparingthis The BoardhasinplaceaSchedule ofMattersreservedspecificallyforitsdecisions.These includetheapproval A StatementbytheDirectorsoftheirresponsibilities forpreparingthefinancialstatementsisnow The appointmentofanIndependentChairman on theBoardwithoutexecutivemanagement The IndependentDirectorsfulfillanindependent,pivotal roleincorporateaccountability, hencetheir & Financial Statements2004 TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 31
Corporate Governance Statement (continued)
Supply of Information The Board has unrestricted access to information required to enable it to discharge its duties. Regular and ad-hoc reports are provided to all Directors to ensure that they are apprised on key strategic, financial, operational, legal, regulatory, corporate and social responsibility matters in a timely manner. Procedures have been established concerning the content, presentation and delivery of papers for each Board and Board Committee meeting as well as for matters arising from meetings. The Directors have access to the Head of Group Corporate Assurance and the Corporate Governance Statement Group Company Secretary. The Secretary advises the Directors on their duties and the appropriate requirements and procedures to be complied with in relation thereto including the management of their meetings. The Secretary also advises on the implementation of corporate governance measures within the Group. The Directors may take independent professional advice at the Group’s expense, in furtherance of their duties.
Directors’ Training All new directors are required to undergo an orientation programme to provide them with the necessary information to enable them to contribute effectively from the outset of their appointment. The programme includes organised site visits to the Group’s power plants and project sites. All Directors have attended the mandatory accreditation programme prescribed by the Bursa Malaysia. In addition, Directors have also been attending and participating in other forums and programmes for the continuing enhancement of their knowledge, particularly on essential practices for effective corporate governance, role of boards in preventing fraud, importance of business continuity planning and risk management.
Re-election of Directors All Directors are required to offer themselves, on a rotation basis, for re-election by shareholders at the Annual General Meeting. The Articles of Association of the Company require all Directors to submit themselves for re- election at least once every 3 years.
Board Committees The Board recognises that it would be more effective to delegate the detailed responsibilities in achieving certain of its fiduciary duties to Board Committees. Each Committee is governed by its own remit. To this end, it has in place the following Committees:
Nominating Committee Board appointments are effected through the Nominating Committee, which is responsible for making recommendations to the Board on all new Board and Board Committee appointments based on a formalised transparent procedure to ensure appointees have the appropriate balance of experience, abilities and skills. A procedure and process towards an annual assessment of the effectiveness of the Board as a whole and the contribution of each individual Director and Board Committee member was reviewed and enhanced during the year. A set of questionnaires to assess the effectiveness of the Board and its members has been developed and the assessment process has been completed. The Committee has also reviewed the required mix of skills and experience of the Directors during the year, in determining the appropriate Board balance and size of non-executive participation. In January 2003, Derek Higgs issued a report on the “Review of the role and effectiveness of non-executive directors”, which now forms part of the UK Combined Code. The Committee has revised the terms of appointment of the Non-Executive Directors in accordance therewith.
Audit Committee The composition, terms of reference and a summary of the activities of the Audit Committee are set out separately in the Audit Committee Report. Corporate Governance Statement 32 Annual Report T ANJONG PUBLICLIMITEDCOMPANY Details oftheattendanceatBoardandCommitteemeetingsaretabulatedbelow. Attendance atBoardandCommitteeMeetings Option Committee Executive Committee Remuneration Committee provides pertinent andupdatedinformation onthecorporateandbusiness aspectsoftheGroup. initiatives subjecttoitsCorporate DisclosurePolicy. Tanjong maintainsawebsiteatwww.tanjongplc.com which the Companymaintainsdialogues withitsshareholdersasandwhenrequiredtosupplement itscommunications through pressreleases, conferences,announcementsofquarterlyresultsand the AnnualReport.Inaddition, other shareholders.Information ontheGroup’s businessactivitiesandfinancialperformance isdisseminated The Boardrecognisestheneed forclear, effective communicationswiththeCompany’s institutional investorsand Communications betweentheCompanyanditsInvestors SHAREHOLDERS 3 2 1 Notes: - Corporate GovernanceStatement This Commiteeincludesanon-Boardmember Retired on1April2003 Appointed asamemberwitheffect from 1April2003 en a on – – 2 5 6 9 Ooi BoonLeong Leong Wai Hoong uutsRlhMrhl 1 4 – – – 9 T Augustus RalphMarshall Executive hoTi ho – 2 – 4 – 2 – 5 – 6 9 9 T Khoo Teik Chooi Datuk KhooEngChoo Non-Executive the Boardonallprincipalmattersrelatingtoschemeandmeetsaquarterlybasisothertimesasrequired. scheme andestablishes,amendsorrevokesanyguidelinesrelatingtothescheme.TheOptionCommitteealsoapprises bye-laws. TheCommitteedeterminesallmattersofpolicythatmayariseintheeffective administrationofthe The OptionCommitteeadministerstheimplementationofTanjong plcESOSNo.2inaccordance withtheapproved businesses; andtomaximiseprofitabilityenhanceshareholdervalue. Its roleistoprovideoverallbusinessandstrategicdirection,reviewtheprogressperformanceofTanjong’s The ExecutiveCommitteewhichwasformedinMay2003comprisestheChairmanandDirector. benchmarks andotherdetailedinformationrelatingtotheremunerationofTanjong’s Directors. The Reportoutlinesimportantinformationonpolicy, servicecontracts,remunerationpackage,performance Report thathasbeenpreparedinaccordancewithSchedule7AoftheUnitedKingdomCompaniesAct1985. The reportoftheRemunerationCommitteeanditsactivitiesisincludedinaseparateDirectors’ otal no.ofmeetings nPhCig95 9 an PohChing & Financial Statements2004 Number ofmeetingsheldandattendedbetween1Feb2003to31Jan2004 2 or omte omte omte omte Committee Committee Committee Committee Committee Board 65242 4 2 5 96 – – 1 1 31 ui eueainNmntn xctv Option Executive Nominating Remuneration Audit 1 (continued) –––– 3 TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 33
Corporate Governance Statement (continued)
The Board encourages normal channels of contact with the Chairman but acknowledges that there might be instances where issues may not be completely resolved. For this purpose, the Board has identified Mr. Leong Wai Hoong as the Senior Independent Director to whom all concerns or queries may be conveyed. Mr. Leong can be contacted by post at Level 30, Menara Maxis, Kuala Lumpur City Centre, 50088 Kuala Lumpur, fax at number 603-2381 3322 or e-mail at [email protected]. Corporate Governance Statement Annual General Meeting The Annual General Meeting (“AGM”) is the principal forum for dialogue with all shareholders who are encouraged and given sufficient opportunity to enquire about the Group’s activities and prospects as well as to communicate their expectations and concerns. All Board members, Senior Management and the Group’s External Auditors are available to respond to shareholders’ questions during the AGM. Any item of special business included in the Notice of the AGM will be accompanied by a full explanation of the effects of a proposed resolution. Separate resolutions are prepared for different transactions and the Chairman declares the outcome of the resolutions voted upon.
ACCOUNTABILITY AND AUDIT Financial Reporting The Board aims to convey a balanced and understandable assessment of the Group’s position and prospects in presenting the Quarterly Reports, Annual Reports and other financial reports to the Company’s shareholders and its regulators. The Annual Report incorporates the disclosure requirements of both the Accounting Standards applicable in the United Kingdom as well as the approved Accounting Standards applicable in Malaysia. Where there are differences in the application of the said Accounting Standards, a detailed explanation is provided on the reasons for the differences together with a full disclosure of the financial impact of these differences.
Internal Controls The Board has conducted a review of the effectiveness of the Group’s System of Internal Control. The scope and results of the review are detailed in the Internal Control Statement for the Group.
Relationship with the Auditors External Auditors The Group maintains a professional and transparent relationship with its external auditors which comprise representatives from the Malaysian and United Kingdom firms of PricewaterhouseCoopers. External Auditors attend all Quarterly Audit Committee meetings and the Audit Committee members have held one separate meeting exclusively with the External Auditors.
Internal Auditors The Group Internal Audit Department has been re-designated as the “Group Corporate Assurance Department” to better reflect its role within the Group. The Head of Group Corporate Assurance also attends all Audit Committee meetings and the Group Internal Audit Charter stipulates that he has a functional reporting responsibility to the Audit Committee Chairman.
Other facets of the relationship between the Auditors and the Audit Committee are elaborated in the Audit Committee Report. Audit Committee Report 34 Annual Report T ANJONG PUBLICLIMITEDCOMPANY .SUMMARY OFACTIVITIES 2. MEMBERSHIPANDMEETINGS 1. Audit CommitteeReport • • • • • • • • • • Report. ThemajoractivitiesundertakenbytheAuditCommitteeuptodateofthisReportwereasfollows: The AuditCommitteehasdischargeditsdutiesassetoutinTerms ofReferencewhich accompanythis Datuk KhooEngChoo, Directors. The AuditCommitteepresentlycomprisesthreeNon-ExecutiveDirectors,twoofwhomareIndependent Leong Wai Hoong, T the financialyear. was separatelyheldwiththeGroup’s ExternalAuditors.TheAuditorsattendedallmeetingsduring Executive DirectorandSeniorManagementwereinvitedtoallthesemeetingsexceptforonemeetingwhich The AuditCommitteeheldsixmeetingsduringthefinancialyear, whichwereattendedbyallmembers. The (Appointed asaMemberon1April2003) an PohChing, new requirement toreviewtheallocation ofemployees’shareoptions (paragraph3.5). independence, objectivityand effectiveness oftheExternalAuditors(seeparagraphs3.2 to3.4)andthe Recommended forBoardadoption, changestotheCommittee’s Terms ofReferenceinrespectthe prevailing professionaland ethicalguidance. and effectiveness oftheExternalAuditors, takingintoaccountrelevantUKregulatoryrequirements and Reviewed andadoptedpolicies andprocessframeworkonthemonitoringof independence, objectivity the provisionofnon-auditservices,ensuringthatthese areinaccordancewithcurrentbestpractice. Reviewed andadoptedchangestopoliciesprocedures ontheengagementofExternalAuditorsin were nottothedetrimentofminorityshareholders. terms thatwerenotmorefavourabletotherelatedparty thanthosegenerallyavailabletothepublicand Determined theproprietyofproposedrelatedpartytransactions toensurethattheywereundertakenon brought totheattentionofBoardDirectors. and toconsiderwhetherthereweresignificantrisk, internalcontrolorotherconcernsthatshouldbe Met separatelywiththeExternalAuditorstoascertain the qualityandreliabilityofaccountingfunction impact oftheseriskscrystallising. Operating Officer outliningenterprisewiderisks,risktreatment measuresandtheresultinglikelihood Reviewed anddiscussedthePrincipalBusinessRisksScheduleRiskMappresentedbyGroupChief requirements intheUKandMalaysiaaswellclaritycompletenessofdisclosurestherein. Reviewed QuarterlyReportsandtheAnnualReportsupportingdatatoensureadherencereporting address theseareas. their findingswithSeniorManagementtoensurethatappropriateandtimelymeasureshadbeentaken significant riskareas,internalcontrolandfinancialreportingmatterscomingtotheirattention.Discussed Evaluated theinterimandfinalreportsofExternalAuditorsGroupCorporateAssuranceregarding appropriate authoritytoeffectively dischargeitsprofessionalresponsibilities. corporate governanceoftheGroup.EnsuredthatGroupCorporateAssurancehadadequateresourcesand to assesswhetherauditprioritieswereestablishedaccordingtherelativerisksandneedforeffective Reviewed theAuditPlansofGroupCorporateAssuranceDepartment(“GroupAssurance”) compliance issuesandfeesproposedforauditreviewwork. extent andtimingofauditworktobeperformed,emergingfinancialreporting,risk,control Discussed andreviewedwithPricewaterhouseCoopersLLP, theexternalauditplancoveringnature, & Financial Statements2004 Member Member Chairman – – – Independent Director Independent Director Non-Executive Director TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 35
Audit Committee Report (continued)
3. GROUP CORPORATE ASSURANCE FUNCTION The Group Internal Audit Department has been re-designated as the Group Corporate Assurance Department in recognition of its enhanced role in proactively contributing to the development of the Group’s risk
management, assurance, control and governance processes. Group Corporate Assurance assists the Audit Audit Committee Report Committee of the Board and Management in the effective discharge of their responsibilities, by providing assurance and consulting activities designed to add value towards accomplishment of the Group’s objectives. The Head of Group Corporate Assurance independently reports to the Audit Committee Chairman as required by the Charter approved by the Audit Committee. Group Corporate Assurance is adequately resourced with professionals and benchmarks itself against prevailing best practices in internal auditing. It also adopts a risk- based approach to audits, both at activity and entity-wide levels and its evaluations are communicated to both Management and the Audit Committee in a timely manner. All critical activities and operations are reviewed and the implementation status of audit recommendations is monitored and reported to the Audit Committee to assure that key risk and control concerns are being effectively managed. During the financial year, the major areas of work accomplished by Group Corporate Assurance and reported to the Audit Committee and ultimately to the Board were as follows; • Implemented the half yearly audit plans as laid out in the Strategic Review Plan (2003 to 2005) encompassing audit coverage of all significant business areas upon identifying and evaluating the respective risks and control environment. • Conducted financial, operational and information technology audits covering the power generation, numbers forecast, racing totalisator, telelink and property investment businesses. The respective operations in the power plants, area offices and information technology support systems were reviewed and observations reported to the Audit Committee. Other critical Group corporate functions that were also audited were treasury, finance and procurement operations. • Conducted follow-up work on previous audit recommendations to ensure that appropriate corrective actions were instituted or were in the process of being instituted and subsequently updated the Audit Committee on the implementation status of all outstanding recommendations. • Assisted in the evaluation and reporting of the Group’s principal business risks and risk methodology employed and facilitated the process of ensuring that risk mechanisms are pro-actively embedded within the existing risk framework.
TERMS OF REFERENCE OF THE AUDIT COMMITTEE 1. Membership 1.1 The Committee shall be appointed by the Board from amongst their number and shall be composed of not fewer than three (3) members, the majority of whom shall be Independent Directors. 1.2 At least one member of the Audit Committee: (a) must be a member of the Malaysian Institute of Accountants; or (b) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and: (i) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or (ii) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967. 1.3 The Board must ensure that no alternate Director is appointed as a member of the Audit Committee. 1.4 The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Director. Audit Committee Report 36 Annual Report T ANJONG PUBLICLIMITEDCOMPANY .FunctionsandDuties 3. .AuthorityandRights 2. Membership(continued) 1. TERMS OFREFERENCETHEAUDITCOMMITTEE(continued) Audit CommitteeReport . ReviewthefollowingandreportsametoBoardofCompany: 3.1 The Committeeshall,amongstothers,dischargethefollowingfunctions: . TheCommitteewherevernecessaryandreasonablefortheperformanceofitsduties,shallinaccordance 2.1 TheappointmentofaCommitteememberterminateswhentheceasestobeDirector. 1.6 IfamemberoftheCommitteeresigns,diesorforanyreasonceasestoberesulting innon- 1.5 & Financial Statements2004 h anyrelatedpartyand intercompanytransactionsand conflictofinterestsituations thatmayarise (h) g thequarterlyresultsandannualfinancial statementspriortotheapprovalbyBoard,focusing (g) theinternalauditprogramme,processes,resultsof processesor (f) (e) theassistancegivenby employeesoftheGrouptoExternalandInternalAuditors; (d) withtheExternalAuditors,theirauditreport; (c) withtheExternalAuditors,theirevaluationofqualityandeffectiveness oftheentireaccounting (b) withtheExternalAuditors,auditplan,scopeofworkandascertainthatitwill meetthe (a) f beabletoconvenemeetingswiththeExternalAuditors,excludingattendanceofexecutive (f) beabletoobtainindependentprofessionalorotheradviceandsecuretheattendance of (e) havedirectcommunicationchannelswiththeExternalAuditorsandperson(s)carryingout (d) havefullandunrestrictedaccesstoanyinformationpertainingtheGroup; (c) havetheresourceswhicharerequiredtoperformitsduties; (b) haveauthoritytoinvestigateanymatterwithinitsTerms ofReference; (a) with theproceduredeterminedbyBoardandatcostofCompany: of newmembersasmayberequiredtomakeuptheminimumnumberthree(3)members. reduced tobelowthree(3),theBoardshall,within(3)monthsofthatevent,appointsuchnumber compliance withsubparagraphs1.1and1.2above,theresultthatnumberofmembersis procedure or course ofconductthatraises questionsofmanagement integrity; within theCompany/Group andanyrelated partiesoutsidetheGroup includinganytransaction, particularly on: of corporateassurance; investigation undertakenandwhetherornotappropriate actionistakenontherecommendations necessary authoritytocarryoutitsworkincludinginter-alia the appointmentofInternalAuditors; the adequacyofscope,functionsandresourcesGroup CorporateAssuranceandthatithasthe Group’s operationsandefforts andprocessestakentoreducetheGroup’s operationalrisks; system, theadequacyandintegrityofinternalcontrolsystemefficiency ofthe needs oftheBoard,shareholdersandregulatoryauthorities; members oftheGroup,wheneverdeemednecessary. outsiders withrelevantexperienceandexpertiseifitconsidersthisnecessary; internal auditfunctionoractivity(ifany); i)compliancewithaccountingstandards,other statutoryandlegalrequirementsthegoing (iv) theaccuracy andadequacyofthedisclosureinformation essentialtoafairandfull (iii) significantandunusual events; (ii) changesinorimplementationofmajoraccountingpolicy changes; (i) concern assumption; presentation ofthefinancial affairs oftheGroup; (continued) TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 37
Audit Committee Report (continued)
TERMS OF REFERENCE OF THE AUDIT COMMITTEE (continued) 3. Functions and Duties (continued) (i) the propriety of accounting policies, principles and practices adopted by the management and
accepted by the External Auditors, where alternatives are also acceptable; Audit Committee Report (j) any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the External and Internal Auditors. 3.2 Oversee the process of the appointment and removal of the external auditors and make appropriate recommendations through the Board to the Shareholders to consider at the Annual General Meeting. 3.3 Recommend the audit fee to the Board and pre-approve fees in respect of non-audit services that may be performed by the external auditors, ensuring that the provision of such services does not impair the independence and objectivity of the external audit firm. 3.4 Review and monitor the independence and objectivity of the external auditors and the effectiveness of the audit process annually, taking into consideration relevant UK professional and regulatory requirements. 3.5 Review the allocation of options in accordance with established allocation criteria as set out in any prevailing bye-laws governing employee or other share option schemes. 3.6 Promptly report to the Bursa Malaysia Securities Berhad (“Bursa Malaysia”) on any matter reported by it to the Board of the Company which has not been satisfactorily resolved resulting in a breach of the Bursa Malaysia Listing Requirements. 3.7 Submit to the Board on a periodic basis a Report on the summary of activities of the Audit Committee in the discharge of its functions and duties in respect of each financial quarter and the financial year. 3.8 Carry out any other function that may be mutually agreed upon by the Committee and the Board which would be beneficial to the Company and ensure the effective discharge of the Committee’s duties and responsibilities.
4. Meetings and Minutes 4.1 To form a quorum in respect of a meeting of the Committee, the majority of members present must be Independent Directors. 4.2 A minimum of four meetings per year are to be planned, although additional meetings may be called at any time at the Audit Committee Chairman’s discretion. An agenda shall be sent to all members of the Committee and any other persons who may be required/invited to attend. All meetings to review the quarterly results and annual financial statements, shall be held prior to such quarterly results and annual financial statements being presented to the Board for approval. 4.3 Notwithstanding paragraph 4.2 above, upon the request of any member of the Committee, the External Auditors or the Internal Auditors, the Audit Committee Chairman shall convene a meeting of the Committee to consider the matters brought to its attention. 4.4 In addition to the Committee members, the meeting will normally be attended by representatives of the External Auditors and by the Head of Group Corporate Assurance. Any Board members, or any member of Senior Management or any other relevant employee within the Company may be invited to attend as determined by the Audit Committee Chairman. 4.5 At least once a year, the Committee shall meet with the External Auditors without the Executive Director and Senior Management being present. 4.6 Detailed minutes of the Committee’s meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the Committee. 4.7 The books containing the minutes of proceedings of any meeting of the Committee shall be kept by the Company at the principal office of the Company, and shall be open to the inspection of any member of the Committee and the Board. 4.8 The Committee may establish any regulations or procedures from time to time to govern its meetings, keeping of minutes and its administration. 4.9 The Group Company Secretary shall act as the Secretary to the Committee. TANJONG PUBLIC LIMITED COMPANY 38 Annual Report & Financial Statements 2004
Internal Control Statement
The Board of Directors is ultimately responsible for the Group’s system of internal control and for reviewing its effectiveness in providing shareholders with a return on their investments that is consistent with a responsible assessment and management of risks. Because of the limitations that are inherent in any system of internal control, such systems are designed to Internal Control Statement manage rather than eliminate the likelihood of fraud, error or failure to achieve Tanjong’s business objectives. Accordingly, these systems can provide only reasonable and not absolute assurance against material misstatement or loss. The concept of reasonable assurance also recognises that the cost of controls should not exceed the expected benefits. The External Auditors have reviewed this Statement pursuant to paragraph 15.24 of the Bursa Malaysia Listing Requirements and have reported to the Board that it appropriately reflects the processes that the Board has adopted in reviewing the adequacy and integrity of the system of internal control. There were no significant internal control deficiencies or material weaknesses resulting in material losses or contingencies requiring disclosure in the Annual Report. In addition to the monitoring of internal controls by the Audit Committee, the Group’s system of internal controls comprises the following key elements:
• Control Environment The Board has approved a Statement of General Business Principles and Human Resource Policies and Procedures that set the tone of control consciousness and employee conduct. There is also in place supporting procedures for the reporting and resolution of actions contravening these policies. There is, furthermore, a Limits of Authority manual that delineates authorisation limits to ensure proper identification of accountabilities and segregation of duties.
• Control Procedures Detailed budgets are prepared requiring management and Board approval. Operational manuals have been established to guide key business processes and accounting manuals are in place towards ensuring that the recording of financial transactions are complete and accurate. Procedures also exist for mitigating exposures to losses arising from material fraud or error.
•Information and Communication Group business units monitor and explain performance against budgets on a monthly basis. The results are reviewed by the Board on a quarterly basis to enable it to gauge the Group’s achievement of its annual targets. Financial reports are submitted prior to each quarterly meeting, analysing trend and budget variances as well as reporting on fluctuations in non-financial metrics. Operational Reports are issued every quarter discussing strategy implementation, industry analysis, legal and regulatory developments and other operational issues.
• Monitoring In addition to Management’s monitoring procedures, which are embedded within the Group’s policies, processes and activities, independent engagements are carried out by Group Corporate Assurance and are communicated to the Audit Committee and ultimately to the Board, to enable a timely evaluation of the adequacy and integrity of the Group’s system of internal control. TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 39
Internal Control Statement (continued)
• Risk Management There is in place a formal and on-going process to identify, evaluate and manage significant risks faced by the Group. This process entails the overall establishment of an appropriate framework to embed risk management precepts in the processes and activities of the Group. Internal Control Statement Effectively, this includes identifying principal business risks in critical areas, assessing the likelihood and impact of material exposures and determining its corresponding risk mitigation and treatment measures. A schematic diagram of the processes is presented below.
Risk Management Process
Measure & Identify Treat Report Prioritise
Consider existing Determine residual Determine core Determine gross controls/mitigation risk ratings vis-a-vis processes and risk ratings and and treatment Risk Matrix and corresponding prioritise measures evaluate the need for objectives (“measures”) further measures (if any)
-Identify causes and Risk Management determine likelihood; Evaluate effectiveness Committee evaluates Identify key risks and of existing measures completeness and accuracy impacting process on likelihood and objectives/criteria - Determine of principal business risks consequences and impact of risks and corresponding business impact measures to manage them
Report to Audit Committee and the Board of Directors
The on-going processes are co-ordinated by Group Corporate Assurance in conjunction with all corporate and business heads within the Group; reporting periodically to the Risk Management Committee (“RMC”) which has been chaired by the Group Chief Operating Officer (“COO”). The following activities were undertaken by the RMC:
•Risk Management Policies and Procedures have been developed and presented to the Audit Committee and ultimately to the Board.
•Workshops have been conducted for line managers to instill in them risk and control consciousness with a view of inculcating a risk based culture within the Group. This was followed by the completion of Risk Registers for core business activities.
• Principal Business Risk Schedules and a Risk Map summarising the risk ratings have been completed and presented by the COO to the Audit Committee and ultimately, to the Board. Based on the above reports, it has been concluded that all identified risk factors have adequate measures to reduce the likelihood of the risks crystallising and to mitigate the loss impact in the event these risks were to crystallise. THIS PAGE HAS BEEN LEFT BLANK 66 60 59 58 57 56 55 54 53 46 42 61 51 Financial Statements Notes totheFinancialStatements Significant AccountingPolicies Company CashFlowStatement Group CashFlowStatement Reconciliation ofMovementsinShareholders’FundsandReserves Company BalanceSheet Group BalanceSheet Company ProfitandLossAccount Statement ofGroup’s Total RecognisedGainsandLosses Group ProfitandLossAccount Independent Auditors’Report Directors’ RemunerationReport Report oftheDirectors Annual Report T ANJONG PUBLICLIMITEDCOMPANY & Financial Statements2004 41 Financial Statements TANJONG PUBLIC LIMITED COMPANY 42 Annual Report & Financial Statements 2004
Report of the Directors
The Directors are pleased to present herewith their report together with the audited financial statements of the Company and of the Group for the year ended 31 January 2004.
Financial Statements PRINCIPAL ACTIVITIES The Company is an investment holding company.
The principal activities of the Group are: (i) the development, ownership and operation of Power Generation plants; (ii) the operation of the Numbers Forecast Totalisator (“NFO”) business; (iii) the operation of the Racing Totalisator (“RTO”) business; (iv) the ownership and operation of Property Investment assets; and (v) the importation, bottling, sale and distribution of Liquefied Petroleum Gas (“LPG”).
The Group is also involved in the following other business activities; (i) a joint venture in the film exhibition business; (ii) the development, ownership and operation of a resort (see Note 26).
All of the above activities are carried out in Malaysia except for the LPG business which is carried out in the People’s Republic of China and the resort business which is carried out in the Federal Republic of Germany.
REVIEW OF RESULTS A review of the results of the Group for the year and an indication of future developments are included in the Chairman’s Statement. In summary, the financial results achieved by the Group for the year under review are as follows:
2004 2003 RM’000 RM’000 Profit on ordinary activities before taxation 587,961 521,368 Taxation (173,415) (159,052)
Profit on ordinary activities after taxation 414,546 362,316 Minority interests (9,065) (39,197)
Profit for the financial year 405,481 323,119 Dividends (205,588) (117,482)
Retained profit for the financial year 199,893 205,637 TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 43
Report of the Directors (continued)
FIXED ASSETS Changes in tangible assets during the year are shown in Note 8 to the financial statements.
DIVIDENDS Financial Statements Dividends paid and proposed for the year are disclosed in Note 5 to the financial statements.
DIRECTORS The Directors who held office during the period are:
Datuk Khoo Eng Choo Chairman/Independent Director Augustus Ralph Marshall Executive Director Khoo Teik Chooi Non-Executive Director Tan Poh Ching Non-Executive Director Leong Wai Hoong Independent Director
In accordance with Articles 76 and 77 of the Articles of Association, Augustus Ralph Marshall retires by rotation. Being eligible, he has offered himself for re-election at the forthcoming Annual General Meeting.
DIRECTORS’ INTERESTS The interests of the Directors in the shares of the Company, full details of which are set out in the Company’s Register of Directors’ Interests (which is open to inspection), are disclosed in the Directors’ Remuneration Report.
Share options The Tanjong public limited company Employees’ Share Option Scheme No. 2 (”ESOS”) came into effect on 17 September 1999. Details of Directors’ interests in share options are disclosed in the Directors’ Remuneration Report.
Other interests There were no contracts subsisting during, or at the end of, the year in which any Director is, or was, materially interested which are, or were, significant in relation to the business of the Group except as disclosed in the Directors’ Remuneration Report.
For the year ended 31 January 2004, the Company has purchased and maintained policies of insurance for its Directors and Officers against the financial consequences of actions which may be brought against them by outside parties for their acts or omissions in the course of performance of their duties as Directors or Officers of the Company. TANJONG PUBLIC LIMITED COMPANY 44 Annual Report & Financial Statements 2004
Report of the Directors (continued)
SUBSTANTIAL SHAREHOLDERS The Directors are aware of the following persons (other than the Directors) who, as at 30 April 2004, are directly or indirectly interested in 3 per cent or more of the issued share capital of the Company based on the Register kept Financial Statements pursuant to Section 211 of the United Kingdom Companies Act, 1985:
Direct Indirect Name of Substantial Shareholders No. of % of No. of % of 7.5 pence issued 7.5 pence issued shares held shares shares held shares Usaha Tegas Sdn Bhdi 62,344,000 15.63 62,344,000 15.63 Pacific States Investment Limitedii ––124,688,000 31.26 Excorp Holdings N.V.iii ––124,688,000 31.26 PanOcean Management Limitediv ––124,688,000 31.26 Ananda Krishnan Tatparanandamv ––124,688,000 31.26 Usaha Tegas Resources Sdn Bhdvi ––53,688,000 13.46 Ultimate Corporation Sdn Bhdvi ––30,356,320 7.61 Khoo Teng Binvii 180,000 0.05 30,356,320 7.61 The Capital Group Companies, Inc.viii ––22,278,100 5.59 Capital Group International, Inc.ix ––22,278,100 5.59 Capital International, Inc. 22,189,100 5.56 – – Marlestone Investments Limitedvi ––16,271,016 4.08 Fidelity International Limitedx ––12,969,000 3.25
(i) The interests disclosed include those of its wholly-owned subsidiary, Usaha Tegas Resources Sdn Bhd and are held through nominees. (ii) Deemed interest arises through its direct controlling interest in Usaha Tegas Sdn Bhd. Refer to Note (i) above. (iii) Deemed interest arises through its direct controlling interest in Pacific States Investment Limited. Refer to Note (ii) above. (iv) Excorp Holdings N.V. is in turn owned by PanOcean Management Limited (“PanOcean”). PanOcean is the trustee of a discretionary trust, the beneficiaries of which are members of the family of Ananda Krishnan Tatparanandam and foundations including those for charitable purposes. Although PanOcean is deemed to have an interest in the shares, it does not have any economic or beneficial interest in the shares. Refer to Note (iii) above. (v) Ananda Krishnan Tatparanandam’s deemed interest arises through his deemed interest in Usaha Tegas Sdn Bhd which arises by virtue of trust and related arrangements with PanOcean. Refer to Note (iv) above. Although he is deemed to have an interest, he does not have any economic or beneficial interest in the shares. (vi) The interest is held through a nominee. (vii) Khoo Teng Bin has an indirect interest in 30,356,320 shares which arises from his deemed interest in Ultimate Corporation Sdn Bhd. (viii) This represents the interests of The Capital Group Companies, Inc. which arises by virtue of holdings attributed to its affiliates. (ix) This represents the interests of Capital Group International, Inc. which arises by virtue of holdings attributed to its subsidiaries. (x) This represents the interests of Fidelity International Limited and its direct and indirect subsidiaries.
TAX RESIDENCE STATUS The Company is resident in Malaysia for both Malaysian tax purposes and under the terms of the UK/Malaysian double taxation treaty. Hence, as a non-UK tax resident, the Company is not subject to the Close Companies provisions of the UK Income and Corporation Taxes Act, 1988. TANJONG PUBLIC LIMITED COMPANY Annual Report & Financial Statements 2004 45
Report of the Directors (continued)
SUPPLIERS PAYMENT POLICY Statutory regulations under the UK Companies Act, 1985 require a public company to make a statement of its policy and practice on the payment of trade creditors. As an investment holding company, Tanjong plc does not have any trading relationships with suppliers, whereas its operating subsidiaries pay their suppliers in accordance with the Financial Statements relevant contractual and legal obligations, provided that terms and conditions are met by the suppliers.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES FOR PREPARING THE FINANCIAL STATEMENTS The following statement, which should be read in conjunction with the Independent Auditors’ Report set out on pages 51 and 52, is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the Auditors in relation to the financial statements.
The Directors are required by the UK Companies Act, 1985 to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the Group as at the end of the financial year and of the profit and loss of the Company and of the Group for the financial year.
The Directors consider that, in preparing the financial statements on pages 53 to 103, the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all accounting standards which they consider to be applicable have been followed.
The Directors have responsibility for ensuring that the Company and the Group keep accounting records which disclose with reasonable accuracy the financial position of the Company and the Group and which enable them to ensure that the financial statements comply with the UK Companies Act, 1985, and in all material respects, the additional disclosure requirements of the approved Accounting Standards in Malaysia.
The Directors have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and of the Group and to prevent and detect fraud and other irregularities.
The Directors, having prepared the financial statements, have requested the Auditors to take whatever steps and undertake whatever inspections they consider to be appropriate for the purpose of enabling them to give their audit report.
AUDITORS The Auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office. A resolution proposing their re-appointment and authorising the Directors to fix their remuneration will be tabled at the Annual General Meeting.
On behalf of the Board,
Datuk Khoo Eng Choo Kuala Lumpur Chairman 30 April 2004 TANJONG PUBLIC LIMITED COMPANY 46 Annual Report & Financial Statements 2004
Directors’ Remuneration Report
INTRODUCTION The Report is designed to comply with requirements stated in the Directors’ Remuneration Report Regulations 2002 in the United Kingdom. The Report covers both Executive and Non-Executive Directors. The first part contains
Financial Statements information that is not subject to audit whilst the second part contains information that has been audited by PricewaterhouseCoopers LLP. The Report has been approved by the Board and signed on its behalf by the Chairman of the Remuneration Committee. This Report is subject to the approval of shareholders at the Annual General Meeting (“AGM”) and is tabled under Agenda item (2) in the Notice of the AGM.
PART A: REMUNERATION FRAMEWORK AND ELEMENTS NOT SUBJECT TO AUDIT REMUNERATION POLICY The Board believes that remuneration levels should be sufficient to attract, retain and incentivise the Directors needed to manage a successful Group. Consistent with this policy, the component parts of the remuneration package are designed to link rewards to individual and corporate performance in the case of Executive Directors. For Non-Executive Directors, the fee levels are intended to be commensurate with the experience and level of responsibilities of the particular Non-Executive Director concerned.
REMUNERATION COMMITTEE The members of the Remuneration Committee during the year were: Leong Wai Hoong (Chairman) Datuk Khoo Eng Choo The Committee has established a policy framework and is responsible for assessing all elements of the remuneration and other terms of employment for Executive Directors, drawing from external advice as necessary. The Remuneration Committee recommends the annual bonus and salary increments of the Executive Directors as well as the benefits-in-kind to be provided. Executive Directors are required to abstain from the deliberations and voting on decisions in respect of their remuneration at Board level. The remuneration of the Non-Executive Directors is a matter that is decided by the Board as a whole with the Director concerned abstaining from deliberations and voting on decisions in respect of his individual remuneration.
ELEMENTS OF REMUNERATION OF EXECUTIVE DIRECTORS All Executive Directors, serving in their capacity as employees of a principal subsidiary, Pan Malaysian Pools Sdn Bhd (“PMP”) were provided with a remuneration package based on the following elements: