ANNUAL REPORT 1999 CORPORATE Diary
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CONTENTS Notice of Annual General Meeting 1 Corporate Diary 2 Board of Directors & Corporate Information 3 Chairman’s Statement / Penyata Pengerusi 4 Review of Operations • Genting Highlands Resort 7 • Awana Hotels & Resorts 9 • Star Cruises 11 • E-Commerce & IT Development 11 • Human Resources 12 • Community Services 12 Report of the Directors 13 Financial Statements 17 Report of the Auditors 37 Audit Committee 38 Ten-Year Summary 39 List of Properties Held 40 Group Offices 41 Analysis of Shareholdings 42 Form of Proxy NOTICE OF Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Twentieth Annual General Meeting of the Company will be held at 26th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur on Thursday, 29 June 2000 at 10.00 a.m. BUSINESS 1. To receive and adopt the Accounts for the financial year ended 31 December 1999 and the Directors’ and Auditors’ Reports thereon. (Resolution 1) 2. To sanction the declaration of a final dividend. (Resolution 2) 3. To approve Directors’ fees of RM316,800 for the financial year ended 31 December 1999 (1998 - RM288,000). (Resolution 3) 4. To re-elect Directors: - Tun Mohammed Hanif bin Omar (Resolution 4) - Tan Sri Alwi Jantan (Resolution 5) 5. To consider and, if thought fit, pass the following resolutions pursuant to Section 129 of the Companies Act, 1965: “That Tan Sri Lim Goh Tong, retiring in accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to hold office until the next Annual General Meeting.” (Resolution 6) “That Dato’ Siew Nim Chee, retiring in accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to hold office until the next Annual General Meeting.” (Resolution 7) 6. To re-appoint Auditors and to authorise the Directors to fix their remuneration. (Resolution 8) 7. To transact any other business of which due notice shall have been given. By Order of the Board TAN WOOI MENG Secretary Kuala Lumpur 6 June 2000 NOTES A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies (but not more than two) to attend and vote instead of him. A proxy need not be a member of the Company but in accordance with Section 149 of the Companies Act, 1965, a member shall not be entitled to appoint a person who is not a member of the Company as his proxy unless that person is an advocate, an approved company auditor or a person approved by the Registrar of Companies in a particular case. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions of his holding to be represented by each proxy. The instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time set for holding the meeting or at any adjournment thereof. RESORTS WORLD BHD1 ANNUAL REPORT 1999 CORPORATE Diary 1999 2000 24 February Announcement of Preliminary Results for the 29 February Announcement of the Consolidated Results of the financial year ended 31 December 1998. Group for the fourth quarter and the Audited Results for the financial year ended 31 December 16 March Announcement of the Proposed Extension of the 1999. exercise period for an additional five (5) years for 12 April Announcement of the Entitlement Date for the the outstanding share option granted under The Proposed Final Dividend in respect of the financial Resorts World Employees’ Share Option Scheme year ended 31 December 1999 and the Twentieth for Executives (“Proposed ESOS Extension”). Annual General Meeting. 13 April Announcement of the Entitlement Date for the Announcement of the following: Proposed Final Dividend in respect of the financial a. Proposed subscription of securities year ended 31 December 1998 and the Nineteenth convertible into equity shares of Star Cruises Annual General Meeting. PLC 14 April Announcement of the appointment of Mr Justin b. Proposal for purchase of own shares Tan Wah Joo as an Executive Director and (“Proposed Share Buy-Back”) resignation of Mr Quah Chek Tin as Director of c. Proposed acquisition by Genting Centre of the Company. Excellence Sdn Bhd of a parcel of leasehold land in Genting Highlands, Bentong, Pahang 27 April Notice to Shareholders of the Nineteenth Annual Darul Makmur measuring approximately General Meeting and Extraordinary General 7.513 acres from Tan Sri Lim Goh Tong and Meeting in respect of the Proposed ESOS disposal by Genting Highlands Berhad of two Extension. (2) parcels of freehold land in Genting Highlands, Bentong, Pahang Darul Makmur 12 May Nineteenth Annual General Meeting and measuring approximately 7.513 acres to Tan Extraordinary General Meeting in respect of the Sri Lim Goh Tong and/or his nominee(s) Proposed ESOS Extension. (“Proposed Land Transactions”) Announcement of the appointment of 19 May Proposed Cash Subscription by Resorts World PricewaterhouseCoopers as auditors of the Limited of up to US$480 million in new equity Company in place of the retiring auditors, Deloitte shares and/or new securities convertible into Touche Tohmatsu. equity shares of Star Cruises PLC. 25 May Announcement of the Consolidated Unaudited 30 July Announcement of Interim Results for the half-year Results of the Group for the first quarter ended ended 30 June 1999. 31 March 2000. Announcement of the Entitlement Date for the 6 June Notice to Shareholders of the Twentieth Annual Interim Dividend in respect of the half-year ended General Meeting and Extraordinary General 30 June 1999. Meeting in respect of the following: a. Proposed Amendments to the Memorandum 30 November Announcement of the Consolidated Unaudited and Articles of Association to facilitate the Results of the Group for the third quarter ended Proposed Share Buy-Back (“Proposed 30 September 1999. Amendments”) 29 December Announcement of the Company’s Y2K readiness b. Proposed Share Buy-Back compliance. c. Proposed Land Transactions 29 June Twentieth Annual General Meeting and Extraordinary General Meeting in respect of the following: a. Proposed Amendments b. Proposed Share Buy-Back c. Proposed Land Transactions DIVIDENDS Announcement Entitlement Date Payment 1998 Final - 9.0 sen less tax 24 February 1999 21 May 1999 14 June 1999 1999 Interim - 8.0 sen less tax 30 July 1999 30 September 1999 25 October 1999 1999 Proposed Final - 10.0 sen less tax 29 February 2000 7 July 2000 27 July 2000* * Upon approval of Shareholders at the Twentieth Annual General Meeting RESORTS WORLD BHD2 ANNUAL REPORT 1999 BOARD OF DIRECTORS & Corporate Information Tan Sri Lim Goh Tong Chairman and Chief Executive First row from left: • Tun Mohammed Hanif bin Omar Deputy Chairman • Dato’ Lim Kok Thay Managing Director • Tan Sri Alwi Jantan Executive Director • Mr Justin Tan Wah Joo Executive Director Second row from left: • Mr Goh Sin Huat Director • Dato’ Siew Nim Chee Director • Tan Sri Dato’ Wan Sidek bin Hj Wan Abdul Rahman Director PRINCIPAL EXECUTIVE OFFICERS AUDIT COMMITTEE Tan Sri Lim Goh Tong Dato’ Siew Nim Chee Chairman and Chief Executive Chairman/Independent Non-Executive Director Tun Mohammed Hanif bin Omar Mr Goh Sin Huat Deputy Chairman Member/Independent Non-Executive Director Dato’ Lim Kok Thay Dato’ Lim Kok Thay Managing Director Member Tan Sri Alwi Jantan Executive Vice President SECRETARY - Public Affairs & Human Resources Mr Tan Wooi Meng Mr Justin Tan Wah Joo Executive Vice President - Leisure & Hospitality REGISTERED OFFICE Mr Lee Choong Yan 24th Floor, Wisma Genting, Jalan Sultan Ismail, Executive Vice President - Resorts 50250 Kuala Lumpur Colonel (R) Dato’ Cheng Wah Tel: (03) 2161-2288 Senior Vice President - Property Development http://www.genting.com.my Mr Wong Yun On Senior Vice President - Hotel Operations REGISTRARS Encik Rosli bin Kamili Genting Management and Consultancy Services Sdn Bhd Senior Vice President - Awana & Leisure 23rd Floor, Wisma Genting, Jalan Sultan Ismail, Dato’ Anthony Yeo Keat Seong 50250 Kuala Lumpur Senior Vice President Tel: (03) 2161-2288 - Public Relations & Human Resources AUDITORS Mr Jeffrey Teoh Kak Siew Senior Vice President - Casino Marketing PricewaterhouseCoopers Mr Lim Eng Ming (Public Accountants) Senior Vice President - Casino Operations RESORTS WORLD BHD3 ANNUAL REPORT 1999 CHAIRMAN’S STATEMENT Penyata Pengerusi On behalf of the Board of Directors, I am pleased to present Saya bagi pihak Lembaga Pengarah dengan sukacitanya, the Annual Report and Audited Accounts of the Resorts membentangkan Laporan Tahunan dan Akaun-akaun World Group of Companies (“Group”) for the financial year Syarikat-syarikat dalam Kumpulan Resorts World ended 31 December 1999. (“Kumpulan”) yang telah diaudit bagi tahun kewangan berakhir 31 Disember 1999. PERFORMANCE REVIEW TINJAUAN PRESTASI During the year under review, the Group continued to operate in a challenging business environment which has Pada tahun dalam kajian, Kumpulan terus menghadapi situasi adversely affected the performance of the Group resulting perniagaan mencabar yang telah memburukkan prestasi in a decline of its operating revenue by 13% to RM2,178.5 Kumpulan mengakibatkan kejatuhan dalam hasil kendalian million. Profit before share of results of the associated syarikat sebanyak 13% kepada RM2,178.5 juta. Keuntungan company and exceptional items declined by 18% to sebelum sebahagian keputusan dari syarikat sekutu dan RM561.9 million. The lower operating revenue and profit perkara terkecuali menurun sebanyak 18% kepada RM561.9 was mainly attributed to cautious consumer spending juta. Keuntungan dan hasil kendalian yang rendah ini adalah particularly in the first half of the year despite improving terutamanya disebabkan oleh perbelanjaan konsumer secara economic conditions. berhati-hati terutama pada setengah tahun pertama walaupun keadaan ekonomi semakin pulih. The Group registered a profit before taxation of RM648.1 million and basic earnings per share of 59.2 sen Kumpulan telah mencatatkan keuntungan sebelum cukai for the year of 1999 compared to RM371.8 million and sebanyak RM648.1 juta dan pendapatan asas sesaham 13.6 sen respectively in 1998.