2010 ANNUAL REPORT LAPORAN TAHUNAN LAPORAN BERJAYA CORPORATION BERHAD (554790-X) LAPORAN TAHUNAN 2010 ANNUAL REPORT Covillea, Bukit Jalil, Kuala Lumpur The Ritz-Carlton Residences and Ritz Corporate Suites, JalanRitz Carlton Sultan ResidencesIsmail, Kuala Lumpur Topaz Twins, Bien Hoa City Square, HCMC, Vietnam The corporate logo comprises the word BERJAYA in gold and a symbol made up of closely interwoven Bs in rich cobalt blue with gold lining around the circumference and a gold dot in the centre. Annual Report 2010 • BERJAYA means “success” in Bahasa Malaysia and reflects the success and Malaysian character of the Berjaya Corporation’s core businesses. The intertwining Bs of the symbol represent our strong foundations and the constant synergy taking place within the Berjaya Corporation group of companies. Each B faces a different direction, depicting the varied strengths of the companies that make up the Berjaya Corporation group of companies. Contents CORPORATE PROFILE 01 LIST OF PROPERTIES 152 CORPORATE INFORMATION 02 MATERIAL CONTRACTS 171 Berjaya Corporation Berhad (554790-X) Corporation Berjaya PROFILE OF DIRECTORS 03 ADDITIONAL INFORMATION 171 CHAIRMAN’S STATEMENT & REVIEW OF OPERATIONS 10 GROUP ADDRESSES 172 CORPORATE STRUCTURE 36 RECURRENT RELATED PARTY TRANSACTIONS OF REVENUE NATURE 176 GROUP FINANCIAL SUMMARY 38 STATEMENT OF DIRECTORS’ SHAREHOLDINGS 183 GROUP FINANCIAL HIGHLIGHTS 39 STATISTICS ON SHARES AND CONVERTIBLE SECURITIES 185 AUDIT COMMITTEE REPORT 40 NOTICE OF ANNUAL GENERAL MEETING 187 STATEMENT ON CORPORATE GOVERNANCE 43 FORM OF PROXY STATEMENT ON INTERNAL CONTROL 49 FINANCIAL STATEMENTS 51 Premier chalets on water - Berjaya Langkawi Resort, Kedah Corporate Profile Corporate 01 Brooklyn Suite - Berjaya Times Square Hotel, Kuala Lumpur Ocean Front Studio - Berjaya Redang Resort, Terengganu 02 Corporate Profile The Berjaya Corporation group of companies’ history dates back to 1984 when the Chairman/ Chief Executive Officer, Tan Sri Dato’ Seri Vincent Tan Chee Yioun acquired a major Annual Report 2010 controlling stake in Berjaya Industrial Berhad (originally known as Berjaya Kawat Berhad) • from the founders, Broken Hill Proprietary Ltd, Australia and National Iron & Steel Mills, Singapore. The shareholding change also resulted in a major change in the business, direction and the dynamic growth of a diversified conglomerate under the flagship of Berjaya Corporation Berhad (“BCorp”). In October 1988, following a major restructuring, Berjaya On 26 May 2010, BCorp was added to the Morgan Stanley Group Berhad (then known as Inter-Pacific Industrial Group Capital International (MSCI) Malaysia INDEX. Berhad) became the holding company of Berjaya Industrial Berhad. With a total employee strength of 16,000, the Group is a diversified entity engaged in the following core businesses: Berhad (554790-X) Corporation Berjaya Inter-Pacific Industrial Group Berhad (formerly known as Raleigh Berhad) was incorporated in 1967 as a bicycle • Consumer Marketing, Direct Selling & Retail; manufacturer. In 1969, the Company gained official listing • Financial Services; on Bursa Malaysia Securities Berhad (“Bursa Securities”). • Hotels, Resorts, Vacation Timeshare & Recreation Development; BCorp assumed the listing status of Berjaya Group Berhad • Property Investment and Development; on the Main Board of Bursa Securities upon the completion • Gaming and Lottery Management; of the group restructuring exercise in October 2005 and the • Development of Sanitary Landfill, Environmental Services listing of the new shares on 3 January 2006. and Clean Technology Investment; • Food & Beverage; and • Investment Holding and others. Corporate Information Corporate Colmar Tropicale, Berjaya Hills, Pahang 02 Corporate Information BOARD OF DIRECTORS Independent Non-Executive Directors PRINCIPAL BANKERS Tan Sri Datuk Abdul Rahim Bin Haji Din Tan Sri Dato’ Seri Vincent Tan Chee Yioun Dato’ Hj Md Yusoff @ Mohd Yusoff Malayan Banking Berhad Chairman/Chief Executive Officer Bin Jaafar AmBank (M) Berhad Datuk Robert Yong Kuen Loke OCBC Bank (M) Berhad Tan Sri Dato’ Tan Chee Sing EON Bank Berhad Annual Report 2010 Deputy Chairman • SECRETARIES RHB Bank Berhad Executive Directors The Bank of Nova Scotia Berhad Su Swee Hong (MAICSA No. 0776729) CIMB Bank Berhad Dato’ Robin Tan Yeong Ching Gan Swee Peng (MAICSA No. 7001222) Chan Kien Sing Affin Bank Berhad Freddie Pang Hock Cheng SHARE REGISTRAR Bangkok Bank Berhad Rayvin Tan Yeong Sheik Bank Muamalat Malaysia Berhad Berjaya Registration Services Sdn Bhd Vivienne Cheng Chi Fan STOCK EXCHANGE LISTING Dato’ Azlan Meah Bin Hj Ahmed Meah Lot 06-03 Level 6, East Wing Berjaya Times Square Main Market of Bursa Malaysia Independent Non-Executive Directors No. 1 Jalan Imbi Securities Berhad Dato’ Suleiman Bin Mohd Noor 55100 Kuala Lumpur Tan Sri Datuk Abdul Rahim Bin Haji Din Tel : 03 - 2145 0533 STOCK SHORT NAME Berjaya Corporation Berhad (554790-X) Corporation Berjaya Dato’ Hj Md Yusoff @ Mohd Yusoff Fax : 03 - 2145 9702 Bin Jaafar BJCORP (3395) AUDITORS Datuk Robert Yong Kuen Loke PLACE OF INCORPORATION AND Mohd Zain Bin Ahmad Ernst & Young DOMICILE Chartered Accountants AUDIT COMMITTEE Malaysia Chairman/Independent REGISTERED OFFICE Non-Executive Director Lot 13-01A, Level 13 (East Wing) Dato’ Suleiman Bin Mohd Noor Berjaya Times Square No. 1 Jalan Imbi 55100 Kuala Lumpur Tel : 03 – 2149 1999 Fax : 03 – 2143 1685 Profile of Directors Profile of Directors Profile TAN SRI DATO’ SERI VINCENT TAN CHEE YIOUN TAN SRI DATO’ TAN CHEE SING 0302 58 years of age, Malaysian 55 years of age, Malaysian Chairman/Chief Executive Officer Deputy Chairman Non-Independent/Non-Executive He was appointed to the Board of the Company on 15 He was appointed to the Board of the Company as Deputy September 2005 as Chairman/Chief Executive Officer Chairman on 15 September 2005. (“CEO”). He is a businessman and entrepreneur having a wide Annual Report 2010 He is a businessman and entrepreneur with varied interests in spectrum of business with extensive experience in property • property development and investment, gaming, stockbroking, development, resort management, restaurants, leisure and manufacturing, trading, hospitality, Internet-related entertainment operations through his investments in various businesses, utilities, media, telecommunications, insurance public and private companies. and education through various public and private companies namely, Berjaya Corporation group of companies, Berjaya Currently, he is also the Deputy Chairman of Berjaya Land Media Berhad, Berjaya Assets Berhad, Berjaya Retail Berhad, Berhad, Executive Vice-Chairman of TT Resources Berhad, Cosway Corporation Limited (formerly known as Berjaya Group Chief Executive Officer of Dijaya Corporation Berhad, Holdings (HK) Limited), MOL.com Berhad, MOL AccessPortal Chief Executive Officer of Tropicana Golf & Country Resort Berhad, Informatics Education Ltd, Intan Utilities Berhad and Berhad and the Chairman of Sports Toto Malaysia Sdn Bhd. U Mobile Sdn Bhd. He also holds directorships in Berjaya Sports Toto Berhad, Berjaya Assets Berhad, Berjaya Capital Berhad, Bukit Kiara Berjaya Corporation Berhad (554790-X) Corporation Berjaya He is also the Chairman of Berjaya Times Square Sdn Bhd, Resort Berhad, Tioman Island Resort Berhad, KDE Recreation 7-Eleven Malaysia Sdn Bhd and U Mobile Sdn Bhd, a new Berhad and Berjaya Golf Resort Berhad. 3G mobile phone operator in Malaysia and the Managing Director/CEO of Sports Toto Malaysia Sdn Bhd. His brother, Tan Sri Dato’ Seri Vincent Tan Chee Yioun, and his nephews, Dato’ Robin Tan Yeong Ching and Rayvin Tan He also holds directorships in Berjaya Hills Berhad and Yeong Sheik, are also members of the Board. Berjaya Vacation Club Berhad, as well as several other private limited companies. Tan Sri Dato’ Tan Chee Sing is a member of the Nomination Committee of the Company. His brother, Tan Sri Dato’ Tan Chee Sing, and his sons, Dato’ Robin Tan Yeong Ching and Rayvin Tan Yeong Sheik, are also members of the Board. Tan Sri Dato’ Seri Vincent Tan Chee Yioun is a member of the Remuneration Committee of the Company. Profile of Directors Profile of Directors Profile 04 DATO’ ROBIN TAN YEONG CHING CHAN KIEN SING 36 years of age, Malaysian 54 years of age, Malaysian Executive Director Executive Director He was appointed to the Board of the Company as an He was appointed to the Board of the Company as an Executive Director on 21 December 2006. He graduated with Executive Director on 15 September 2005. a Bachelor of Social Science degree in Accounting/Law from Annual Report 2010 the University of Southampton, United Kingdom, in 1995. He is a member of The Malaysian Institute of Certified • Public Accountants and Malaysian Institute of Accountants. He joined Berjaya Group Berhad in 1995 as an Executive Having articled with Messrs Peat Marwick Mitchell (now and subsequently became the General Manager, Corporate known as KPMG) from 1975 to 1981, he subsequently Affairs in 1997. joined Arab-Malaysian Merchant Bank Berhad (now known as AmMerchant Bank Berhad) specialising in corporate Currently, he is the Chief Executive Officer of Berjaya finance until 1989 when he joined Berjaya Group Berhad. Sports Toto Berhad and an Executive Director of Sports Toto He has more than 20 years of experience in the operations Malaysia Sdn Bhd. He is also a Director of Berjaya Sompo and management of companies and also in leading the Insurance Berhad, Berjaya Hills Berhad, KDE Recreation development of its businesses. Berhad, Berjaya Golf Resort Berhad,