ANNUAL REPORT 2002 Commerce Asset-Holding Berhad (50841-W) Commerce Asset-Holding Berhad has a With a strategic vision to compete, we are well established presence in the financial forging solid alliances and innovating services industry by building upon solid capabilities throughout the Group to foundations of expertise and sound create new pillars of growth. experience as well as a commitment to move with the times. As we evolve, we will continue to build upon our traditional strengths to move ahead in an increasingly competitive global environment - and achieve new milestones of excellence as a premier regional Group. KEY AWARDS & RECOGNITION IN Commerce Asset-Holding Berhad Merit Award Kuala Lumpur Stock Exchange Corporate Awards 2002 in the Finance and Closed-End Fund Category. Commerce Trust Berhad Received in February 2002, the Edge-Lipper Malaysian Unit Trust Award 2001 for its Balanced Returns Fund clinching the Best Performing Fund for Mixed Asset Balanced Sector for 3 year performance. Commerce Asset Fund Managers Sdn Bhd Awarded in March 2002, Malaysian Institutional Fund Manager Best Communications for the year 2001 by Watson Wyatt Worldwide. Awarded in February 2003 by EPF for best total realised return fund manager for 2002. PT Bank Niaga Tbk Recognized as 3rd highest corporate governance rating among 321 public listed companies in Indonesia in November 2002 by the Indonesian Institute for Corporate Governance. 2002/2003 CIMB • Best Local Investment Bank 2002 from Finance Asia • Best equity deal and best IPO - Maxis from Finance Asia • Best Domestic Debt House 2002 from Asiamoney • Best Domestic Equity House 2002 from Asiamoney • Best Domestic Investment House 2002 from The Asset • Best Equity House- Malaysia 2002 from Euromoney • Best M&A House- Malaysia 2002 from Euromoney • Top Bookrunner of Malaysian Ringgit Bonds by IFR Asia • Best Corporate Bond Research and Best Fixed Income Sector Research by The Edge • Best non-listed organisation annual report and best designed annual report from the National Annual Corporate Report Awards • No. 1 in Asia ex-Japan for M&A House from Thomson Financial COMMERCE ASSET-HOLDING BERHAD (50841-W) 1 contents 2 corporate profile 4 notice of annual general meeting 6 statement accompanying notice of annual general meeting 8 group financial highlights 9 group performance 10 five year group financial highlights 11 group financial charts 12 corporate data 13 group corporate structure 14 board of directors 15 profile of directors 17 profile of directors for major operating units of the Group 22 chairman’s statement 36 risk management 39 statement of corporate governance 42 additional compliance information 43 statement on internal control 45 audit committee 47 financial calendar 48 statement of directors’ responsibility 49 economic outlook 52 the Group that cares 55 human resource transformation project (HRTP) and e-HR: a human resource initiative 56 investor information 58 CAHB Group 2002 calendar of corporate events 65 reports and financial statements 158 shareholders’ statistics 160 properties of the Group 169 the Commerce Group 172 directory 176 directory of BCB branches 186 directory of Bank Niaga branches • proxy form 2 COMMERCE ASSET-HOLDING BERHAD (50841-W) corporate CAHB started as a family bank in Kuching, Sarawak in 1924. under the Companies Act, 1965 to take over the businesses On 24 December 1956, it was incorporated as Bian Chiang of the then three existing Indian owned banks in Malaysia. Bank Limited (Bian Chiang) under the Sarawak Companies With effect from 30 June 1991, the commercial banking Ordinance No 38/1956 and is now governed by the Companies business of BCB was transferred to UAB which later changed Act, 1965. its name to Bank of Commerce (M) Berhad (BOC). BCB’s name was changed to Commerce Asset-Holding Berhad (CAHB). In 1975, Fleet Group Sdn Bhd (Fleet Group) purchased 100% of Bian Chiang’s equity in it’s bid for diversification into the On 8 February 1999, CAHB entered into a Share Exchange financial services sector. Agreement with the shareholders of Bank Bumiputra Malaysia Berhad (BBMB) for the acquisition of BBMB. This agreement was Later in 1979, Morgan Guaranty International Finance Corporation completed on 30 August 1999. (MGI), a wholly-owned subsidiary of Morgan Guaranty Trust Company of New York, acquired 30% of the issued share On 24 August 1999, BOC entered into an Asset Acquisition capital of Bian Chiang. In the same year, Bian Chiang’s head Agreement with BBMB. Pursuant to this agreement and the office was transferred from Kuching to Kuala Lumpur and its vesting order granted by the High Court under section 50 (1) name changed to Bank of Commerce Berhad (BCB). of BAFIA, (1) BOC acquired the businesses of BBMB other than BBMB’s Islamic banking businesses, Bumiputra Merchant BCB underwent a further ownership change when MGI sold Bankers Berhad, BBMB Securities Sdn Bhd and the Head Office its entire stake in BCB back to Fleet Group on 30 May 1986. building in Jalan Melaka, Kuala Lumpur and (2) BBMB acquired Subsequently in 1987, Fleet Group sold approximately 20% of the Islamic banking business of BOC. its stake to Pitisan Sdn Bhd. The acquisition and the merger of the businesses took BCB was listed on the Main Board of the KLSE on 3 November effect on 1 October 1999 and BOC changed its name to 1987. Bumiputra-Commerce Bank Berhad. After the merger, BBMB Earlier, in July 1986, BCB included a merchant bank into its changed its name to Bank Muamalat Malaysia Berhad (BMMB). stable when it acquired a 51% equity interest in Pertanian Baring BMMB was later on 17 November 2000 made a 30% associate Sanwa Berhad (PBS). PBS’s name was changed to Commerce of CAHB. International Mechant Bankers Berhad (CIMB) on 10 November CAHB completed the acquisition of 51% of P.T. Bank Niaga from 1986. In January 1988, BCB’s interests expanded into stockbroking the Indonesian Government acting through the Indonesian when CIMB acquired an existing stockbroking firm and renamed Bank Restructuring Agency (IBRA) on 22 November 2002. This it CIMB Securities Sdn Bhd (CIMB Sec). marks the Group’s initial move into regional banking activities. BCB underwent a composite scheme of merger with United In June 2002, CAHB announced its intention to list CIMB. Asian Bank Berhad (UAB) which was successfully completed CIMB Berhad was listed on the Main Board of the KLSE on 8 in 1991. UAB was earlier incorporated on 30 December 1972 January 2003. profile 4 COMMERCE ASSET-HOLDING BERHAD (50841-W) notice of annual general meeting Notice is hereby given that the Forty Sixth (46th) Annual General Meeting of Commerce Asset-Holding Berhad will be held at Nirwana Ballroom 1, Mutiara Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Wednesday, 30 April 2003 at 10.00 a.m. to transact the following business:- AGENDA 1. To receive and adopt the Audited Financial Statements for 8. Proposed renewal of the authority for the purchase of own the year ended 31 December 2002 and the Reports of the ordinary shares. Resolution 10 Directors and Auditors thereon. Resolution 1 “That, subject to the Companies Act, 1965 (as may be amended, modified or re-enacted from time to time), 2. To declare a first and final dividend of 4.5 sen less income the Company’s Articles of Association and the requirements tax and 0.5 sen tax exempt for the year ended 31 December of the KLSE and the approvals of all relevant governmental 2002 as recommended by the Directors payable on 30 May and/or regulatory authorities, the Company be and is hereby 2003 to shareholders registered in the Company’s books at authorised to purchase such number of ordinary shares of the close of business on 6 May 2003. Resolution 2 RM1.00 each in the Company as may be determined by the Board of Directors of the Company from time to time through 3. To re-elect the following Directors who retire in accordance the KLSE upon such terms and conditions as the Board of with the Company’s Articles of Association: Directors may deem fit and expedient in the interest of the 3.1 Dato’ Mohd Desa Pachi Resolution 3 Company provided that the aggregate number of ordinary 3.2 Dr Rozali Mohamed Ali Resolution 4 shares purchased and/or held pursuant to this resolution 3.3 En Azizan Mohd Noor Resolution 5 does not exceed ten per centum (10%) of the total issued 3.4 Mr Masayuki Kunishige Resolution 6 and paid-up share capital of the Company at any point in time and an amount not exceeding the total retained profits 4. To approve the payment of Directors’ fees amounting to of approximately RM437.2 million and/or share premium RM60,000 per director per annum in respect of the year account of approximately RM1,695.8 million of the Company ended 31 December 2002. Resolution 7 based on the audited financial statements for the financial year ended 31 December 2002 be allocated by the Company 5. To re-appoint PricewaterhouseCoopers as Auditors of the for the Proposed Shares Buy-Back AND THAT the ordinary Company and to authorise the Board of Directors to fix shares of the Company to be purchased are proposed to be their remuneration. Resolution 8 cancelled and/or retained as treasury shares and subsequently be cancelled, distributed as dividends or re-sold on the KLSE 6. To transact any other ordinary business. AND THAT the Board of Directors of the Company be and are hereby empowered generally to do all acts and things to As special business: give effect to the Proposed Shares Buy-Back AND THAT To consider and if thought fit to pass the following Ordinary such authority shall commence immediately upon passing Resolutions: of this ordinary resolution until: 7.