IGB ANNUAL REPORT 2002 Desa Damansara 2 MiCasa Hotel ApartmentsMiCasa Hotel Sri Bukit Persekutuan Sierramas West Pan Pacific Resort Pangkor Pacific Pan Mid Valley Megamall Mid Valley (5745-A) Contents OF ANNUAL REPORT 2002 Notice of Annual General Meeting 4-6 Statement Accompanying Notice of 7 Annual General Meeting Corporate Information 10 Profile of the Board of Directors 12-15 Statement of Directors’ Responsibilities 18 Report of the Audit Committee 20-23 Chairman’s Statement 26-27 Review of Operations 30-33 Statement on Corporate Governance 36-40 Statement of Internal Control 42-43 Analysis of Share/Warrant/ICPS Holdings 46 - 50 List of Properties 52 - 55 Five-Year Group Financial Highlights 58 Reports and Financial Statements 62 - 118 Additional Compliance Information 120 - 121 Proxy Form 123 - 124 This page intentionally left blank Desa Damansara II Notice of Annual General Meeting NOTICE O F ANNUAL GENERAL MEETING Cititel Mid Valley NOTICE IS HEREBY GIVEN that the Thirty-Ninth Annual General Meeting of IGB Corporation Berhad will be held at Bintang Ballroom, Level 5, Cititel Mid Valley, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, on Friday, 30 May 2003 at 3.00 p.m. for the transaction of the following businesses: 1. To receive the Audited Financial Statements for the year ended 31 December 2002 and the Reports of the Directors and Auditors thereon. Resolution 1 2. To sanction the declaration and payment of a first and final dividend of 3% for the year ended 31 December 2002. Resolution 2 3. To re-elect the following Directors retiring pursuant to Article 85 of the Company’s Articles of Association:- (i) Tan Sri Abu Talib bin Othman Resolution 3 (ii) Dato’ Seri Khalid Ahmad bin Sulaiman Resolution 4 4. To re-appoint PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix their remuneration. Resolution 5 5. As special business, to consider and, if thought fit, pass the following ordinary resolutions:- (i) Authority to Directors to issue shares ‘THAT, subject to the Companies Act, 1965 (‘Act’), the Articles of Association of the Company and approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Act, to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of the issued share capital for the time being of the Company, and that the Directors be and are also empowered to obtain the approval from the Kuala Lumpur Stock Exchange for the listing and quotation for the additional shares so issued and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.’ Resolution 6 (ii) Proposed Shareholders’ Mandate for Recurrent Transactions ‘THAT, pursuant to Chapter 10, Paragraph 10.09 of the Listing Requirements of the Kuala Lumpur Stock Exchange (‘Listing Requirements’), the Company and its 5 subsidiaries (‘IGB Group’) be and are hereby authorized to enter into and give effect to the Recurrent Transactions with specified classes of Related Parties as detailed in Section 2.3 of the Circular to Shareholders dated 30 April 2003, which are necessary for the IGB Group’s day to day operations in the ordinary course of business on terms not more favourable to the Related Parties than those generally available to the public and not detrimental to minority shareholders of the Company. IGB Annual Report 2002 IGB NOTICE O F ANNUAL GENERAL MEETING (CONT’D) AND THAT such approval shall continue to be in force until:- (a) the conclusion of the next Annual General Meeting (‘AGM’) of the Company, at which time it will lapse, unless by a resolution passed at the AGM whereby the authority is renewed; (b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (‘Act’) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by a resolution passed by the shareholders in a general meeting, whichever is earlier; and the aggregate value of the Recurrent Transactions be disclosed in the annual report of the Company. AND THAT the Directors of the Company be and are hereby authorized to complete and do all such acts and things as they may consider expedient or necessary to give effect to the Proposed Shareholders’ Mandate for Recurrent Transactions. Resolution 7 6. To consider any other business of which due notice shall have been given. By Order of the Board Tina Chan Mary Wong Company Secretaries Mid Valley Condominium Kuala Lumpur 30 April 2003 Notes: 1. Appointment of Proxy A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. In the case of a corporate member, the instrument appointing a proxy must be either under its common seal or under the hand of a duly authorized officer or attorney. The instrument appointing a proxy must be deposited at the registered office of the 5 Company at Penthouse, Menara IGB, No. 1, The Boulevard, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or at any adjournment thereof. IGB Annual Report 2002 IGB NOTICE ONOTICE F ANNUAL OF ANNUAL GENERAL GENERAL MEETING MEETING (CONT’D) Renaissance Hotel, Kuala Lumpur 2. Closure of Register The Register of Transfer will be closed on I July 2003 for purpose of preparing warrants for the final dividend which, if approved, will be paid on 15 July 2003 to every member who is entitled to receive the dividend as at 5.00 p.m. on 30 June 2003. 3. Re-election of Directors The details of Directors who are standing for re-election are set out on pages 12 and 14. 4. Explanatory Notes on Special Business: (a) Authority to Directors to issue shares The Ordinary Resolution proposed under item 5(i), if approved, will empower the Directors to issue shares in the Company up to an amount not exceeding in total ten (10) per cent of the issued capital of the Company for such purposes as they consider would be in the interest of the Company in order to avoid any delay and cost involved in convening a general meeting to approve such issue of shares. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. (b) Proposed Shareholders’ Mandate for Recurrent Transactions The Ordinary Resolution proposed under item 5(ii), if passed, will allow the IGB Group to enter into Recurrent Transactions pursuant to paragraph 10.09 of the Listing Requirements. Further information on the Proposed Shareholders’ Mandate for Recurrent Transactions is set out in the Circular to Shareholders of the Company dated 30 April 2003 which is despatched together with the Company’s 2002 Annual Report. 6 IGB Annual Report 2002 IGB NOTICE O F ANNUAL GENERAL MEETING (CONT’D) STATEMENT ACCOMPANYING NOTICE OF THIRTY-NINTH ANNUAL GENERAL MEETING 1. The names of individuals who are standing for re-election The Directors who are offering themselves for re-election at the Thirty-Ninth Annual General Meeting of the Company are as follows: Tan Sri Abu Talib bin Othman Dato’ Seri Khalid Ahmad bin Sulaiman Details of Directors who are standing for re-election are set out in the Profile of the Board of Directors appearing on pages 12 to 14. Information relating to the Directors’ securities holdings in the Company and its subsidiaries is presented on page 65. 2. Details of attendance of Directors at Board meetings There were four Board meetings held during the financial year ended 31 December 2002. Details of attendance of the Directors are set out in the Profile of the Board of Directors appearing on page15. 3. Thirty-Ninth Annual General Meeting Venue : Bintang Ballroom, Level 5, Cititel Mid Valley, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur Date : 30 May 2003 Time : 3.00 p.m. Mid Valley City 7 IGB Annual Report 2002 IGB This page intentionally left blank Desa Damansara II Corporate Information CORPORATE INFORMATIONCORPORATE INFORMATION BOARD OF DIRECTORS EXECUTIVE COMMITTEE Independent Non-Executive Chairman Chairman Tan Sri Abu Talib bin Othman Tan Boon Seng Members Managing Director Robert Tan Chung Meng Robert Tan Chung Meng Tan Boon Gark Lai Meng Executive Directors Osman bin Haji Ismail Tan Boon Seng Tan Boon Gark Lai Meng SHARE & ESOS COMMITTEE Members Senior Independent Non-Executive Director Robert Tan Chung Meng Dato’ Seri Khalid Ahmad bin Sulaiman Tan Boon Seng Tan Boon Gark Independent Non-Executive Director Lai Meng Dr. Abdul Samad bin Haji Alias Dr. Abdul Samad bin Haji Alias Non-Independent Non-Executive Director Osman bin Haji Ismail REGISTERED OFFICE Penthouse Alternate Director Menara IGB Chua Seng Yong, alternate to Robert Tan Chung Meng No. 1, The Boulevard Mid Valley City Lingkaran Syed Putra COMPANY SECRETARIES 59200 Kuala Lumpur Tina Chan Lai Yin Telephone : 03-22898989 Facsimile : 03-22898802 Mary Wong REGISTRAR AUDIT COMMITTEE IGB Corporation Berhad Chairman [Share Registration Department] Dato’ Seri Khalid Ahmad bin Sulaiman 23rd Floor Members Menara IGB Dr. Abdul Samad bin Haji Alias No. 1, The Boulevard Lai Meng Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur NOMINATION COMMITTEE Telephone : 03-22898989 Facsimile : 03-22898983 Chairman Tan Sri Abu Talib bin Othman Members AUDITORS Dr.