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KUWAIT FINANCE HOUSE (MALAYSIA) BERHAD (200401033666) (672174-T) (Incorporated in Malaysia)

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KUWAIT FINANCE HOUSE (MALAYSIA) BERHAD (200401033666) (672174-T) (Incorporated in Malaysia) KUWAIT FINANCE HOUSE (MALAYSIA) BERHAD (200401033666) (672174-T) (Incorporated in Malaysia) Directors' Report and Audited Financial Statements as at 31 December 2019 Registered Office: Level 26, Menara Prestige No.1, Jalan Pinang P.O.Box 10103 50450 Kuala Lumpur KUWAIT FINANCE HOUSE (MALAYSIA) BERHAD (200401033666) (672174-T) (Incorporated in Malaysia) CONTENTS PAGE PERFORMANCE OVERVIEW 1 STATEMENT OF CORPORATE GOVERNANCE 1 - 40 DIRECTORS' REPORT 41 - 45 STATEMENT BY DIRECTORS 46 STATUTORY DECLARATION 47 REPORT OF SHARIAH COMMITTEE 48 - 51 INDEPENDENT AUDITORS' REPORT 52 - 55 STATEMENTS OF FINANCIAL POSITION 56 - 59 INCOME STATEMENTS 60 - 61 STATEMENTS OF COMPREHENSIVE INCOME 62 STATEMENTS OF CHANGES IN EQUITY 63 STATEMENTS OF CASH FLOWS 64 - 65 NOTES TO THE FINANCIAL STATEMENTS 66 - 269 KUWAIT FINANCE HOUSE (MALAYSIA) BERHAD (200401033666) (672174-T) (Incorporated in Malaysia) 1 PERFORMANCE OVERVIEW The Group and the Bank recorded a profit before zakat and taxation of RM29.1 million and RM53.7 million respectively for the year ended 31 December 2019. Net loss for the year recorded by the Group and the Bank amount to RM79.0 million and RM56.4 million respectively. The net loss for the year is due to reversal of deferred tax assets on unutilised tax losses of RM119 million following the adjustment in projected profit and the latest tax ruling which only allows the utilisation of accumulated business losses up to year 2025. The Group's CET 1/ Tier 1 Capital Ratio and Total Capital Ratio as at 31 December 2019 stood at 30.446% and 31.6% respectively. 2 STATEMENT OF CORPORATE GOVERNANCE (i) Board responsibility and oversight Kuwait Finance House (Malaysia) Berhad (hereinafter referred to as “KFHMB” or “the Bank”) acknowledges that good corporate governance practices form the cornerstone of an effective and responsible organisation. Hence, the Board is committed to a corporate governance framework and structure which ensures protection of shareholder's rights as well as recognition of the rights of all other stakeholders ranging from customers, creditors, suppliers, employees, regulators and the community as part of its effort to achieve long-term sustainable value for all its stakeholders. Additionally, the Bank has also adopted KFH Group Corporate Governance Policy Document for the subsidiaries of Kuwait Finance House K.S.C.P. ("KFHK"). In ensuring that the entire Islamic banking operations of the Bank complies with Shariah rules and principles, a sound and robust Shariah Governance Framework has been developed with emphasis on compliance with Shariah principles through an independent Shariah Committee. The framework includes instituting comprehensive policies, processes and infrastructure to ensure Shariah compliance in all aspects namely planning, development and implementation of the Bank's operations, products and activities. In 2019, there were no Shariah non-compliance incidences reported to the Board. Roles and Responsibilities of the Board As custodian of corporate governance, the Board provides strategic direction with a view to preserve the Bank's long term viability whereby the Board reviews and evaluates the strategic planning process and monitors the implementation of the strategy carried out by the management. In safeguarding the Bank's assets, shareholder's investment and stakeholders' interests, the Board also ensures that the Bank is equipped with an effective system of internal controls, and that there is a satisfactory framework of reporting on internal financial controls and regulatory compliance, as well as an effective risk management framework, which effectively monitors and manages the principal risks of the Bank’s businesses. 1 KUWAIT FINANCE HOUSE (MALAYSIA) BERHAD (200401033666) (672174-T) (Incorporated in Malaysia) 2 STATEMENT OF CORPORATE GOVERNANCE (Cont'd.) (i) Board responsibility and oversight (Cont'd.) Roles and Responsibilities of the Board (Cont'd.) Accountability is part and parcel of governance in the Bank as whilst the Board is accountable to the shareholder, the management is accountable to the Board. The Board ensures that the management acts in the best interests of the Bank and its stakeholders, and strives to improve the performance of the Bank. The Board oversees the conduct of the Bank's businesses by ensuring that the business is properly managed by a management team of the highest caliber. Continuous reviews are conducted on the Bank’s corporate and business governance in an effort to strengthen controls and enhance good governance practices in staying relevant to the challenges of the changing market environment. There is a clear division of responsibility between the Board and the management. The Acting Chief Executive Officer is supported by a team of senior management who are responsible for the implementation of the Board's decisions and have overall responsibilities of the day-to-day operations of the Bank’s businesses and operational efficiency. Board Composition and Balance The Board currently has six (6) members, comprising three (3) independent non-executive directors and two (2) non-independent non-executive directors and one (1) non-independent executive director. BNM has granted exemption to the Bank from complying with the requirement to have majority independent directors as stipulated in the Corporate Governance Policy Document, until March 2020. The Bank will appoint an independent director within the stipulated timeline granted by BNM. The Directors comprise of members who are seasoned bankers and have wealth of experience in various banking segments including retail, corporate banking and credit management. The current independent members of the Board assist the Board in ensuring effective check and balance on the function of the Board. The composition of the Board also comprise nominee directors of KFHK to reflect the interest of the shareholder. A brief profile of each Director is presented below. None of the Directors in office during the financial year has any shareholding in the Bank. 2 KUWAIT FINANCE HOUSE (MALAYSIA) BERHAD (200401033666) (672174-T) (Incorporated in Malaysia) 2 STATEMENT OF CORPORATE GOVERNANCE (Cont'd.) (i) Board responsibility and oversight (Cont'd.) Directors' Profile Muad S M M AlOsaimi Chairman / Independent Non-Executive Director (41 years of age - Kuwaiti) Mr Muad S M M AlOsaimi (“Mr AlOsaimi”) has a Bachelor of Science in Finance from George Mason University, U.S.A. Currently, he is the CEO of Faiha International Real Estate Company K.S.C and the Deputy General Manager of Global Retail Company (a family-owned company) since 2003. He was appointed as an Independent Non-Executive Director of Kuwait Finance House K.S.C.P. (“KFHK”) on 23 March 2014 and has been appointed as a member of Board Executive Committee, Board Risk Committee, Board Investment Committee of KFHK and Board Merger Committee (KFHK-AUB). Mr AlOsaimi has extensive experience in investment, leasing and knowledge in the banking and real estate development and investment. He was an Investment Officer under the Investment Department of Aayan Leasing and Investment Company K.S.C.P in 2002 and completed an 18-month specialized training program consisting both theoretical and practical training in the fields of finance and investment at the Kuwait Investment Authority in 2001. He has served as a Board Member of Kuwait Gate Holding Company (2004 to 2014), Kuwaiti Financial Center Company (2008 to 2011), Kuwait Auctions Company and as Vice Chairman of AlRaya International Real Estate Company. He was appointed as the Chairman/Independent Non-Executive Director of Kuwait Finance House (Malaysia) Berhad on 16 February 2017. Mohammad Nasser AlFouzan Non-Independent Non-Executive Director (57 years of age - Kuwaiti) Mr Mohammed Nasser AlFouzan (“Mr AlFouzan”) has a Bachelor degree in Business Administration from Kuwait University, Kuwait and a Diploma in Advance Banking from Arab Institute of Banking, Jordan. He completed the Executive Development Program at Wharton Business School, U.S.A and Strategic Marketing Management Program at Harvard Business School, U.S.A. He has over 31 years of banking experience in the management of Retail Banking and Consumer Finance business with significant exposure to the Wholesale Banking activities at Kuwait Finance House K.S.C.P. (“KFHK”) and has held senior positions in KFHK. His last position in KFHK was as a Consultant to the Group Chief Executive Officer before he left the organisation on 30 September 2018. Mr AlFouzan was appointed as a Non Independent Non-Executive Director (“NINED”) of KFHMB on 7 October 2014. He is also currently the Vice Chairman of Kuwait Finance House (Bahrain) B.S.C., a subsidiary of KFHK and the Chairman of the Board Executive Committee of the said entity. Further, he is a Board Member of Sharjah Islamic Bank in United Arab Emirates. 3 KUWAIT FINANCE HOUSE (MALAYSIA) BERHAD (200401033666) (672174-T) (Incorporated in Malaysia) 2 STATEMENT OF CORPORATE GOVERNANCE (Cont'd.) (i) Board responsibility and oversight (Cont'd.) Directors' Profile (Cont'd.) Ahmad S A A AlKharji Non-Independent Executive Director (47 years of age - Kuwaiti) Mr Ahmad S A A AlKharji (“Mr AlKharji”) has a Bachelor of Science in Finance and Banking from Kuwait University, Kuwait and a Master of Business Administration from the University of San Diego, California, U.S.A. Mr AlKharji was appointed as a Non-Independent Non-Executive Director (“NINED”) of Kuwait Finance House (Malaysia) Berhad (“KFHMB”) on 1 June 2014. Subsequent thereto, he became
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