Annual Report 2017 DKSH Holdings (Malaysia) Berhad DKSH Holdings (Malaysia) Berhad (231378-A) An nua l Rep ort 2017 DKSH Holdings (Malaysia) Berhad (231378-A) B-11-01, The Ascent, Paradigm, No. 1, Jalan SS7/26A, Kelana Jaya 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia Phone +60 3 7882 8888, Fax +60 3 7882 8899 www.dksh.com.my Think Asia. Think DKSH. Making business partners grow As the No. 1 Market Expansion Services provider in Malaysia, we help companies to grow their business in new and existing markets. > DKSH Holdings (Malaysia) Berhad: Annual Report 2017 Contents 2 Corporate information 56 Directors’ report 4 Management discussion and analysis 60 Statement by Directors 6 DKSH at a glance 60 Statutory declaration 6 Financial highlights 61 Independent auditors’ report 8 Corporate profile 66 Statements of comprehensive income 14 Directors’ profiles 67 Statements of financial position 21 Key Senior Management’s profiles 69 Statements of changes in equity 25 Corporate structure 71 Statements of cash flows 27 Corporate governance overview statement 74 Notes to the financial statements 38 Sustainability statement 129 Analysis of shareholdings 47 Statement on risk management and 132 Notice of Annual General Meeting internal control Proxy Form 50 Audit Committee report 53 Additional compliance information 55 Statement of Directors’ responsibility 1 > DKSH Holdings (Malaysia) Berhad: Annual Report 2017 Corporate information Board of Directors Stephen John Ferraby Non-Independent Non-Executive Chairman Lee Chong Kwee Senior Independent Non-Executive Director Datuk Haji Abdul Aziz bin Ismail Independent Non-Executive Director Chan Thian Kiat Independent Non-Executive Director Jason Michael Nicholas McLaren Non-Independent Executive Director/Group Finance Director Lian Teng Hai Non-Independent Executive Director Audit Committee Lee Chong Kwee Chairman of the Audit Committee Datuk Haji Abdul Aziz bin Ismail Member Chan Thian Kiat Member Nominating Committee Lee Chong Kwee Chairman of the Nominating Committee Stephen John Ferraby Member Datuk Haji Abdul Aziz bin Ismail Member Registered office Address: B-11-01, The Ascent, Paradigm, Phone +60 3 7882 8888 No. 1, Jalan SS7/26A, Kelana Jaya, Fax +60 3 7882 8899 47301 Petaling Jaya, Selangor Darul Ehsan Auditors Ernst & Young, Chartered Accountants Phone +60 3 7495 8000 Address: Level 23A, Menara Milenium, Jalan Damanlela, Fax +60 3 2095 9076 / 2095 9078 Pusat Bandar Damansara, 50490 Kuala Lumpur Share registrar Tricor Investor & Issuing House Services Sdn. Bhd. Phone +60 3 2783 9299 Address: Unit 32-01, Level 32, Tower A, Fax +60 3 2783 9222 Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur Stock Exchange listing Listed on Bursa Malaysia Securities Berhad Stock name: DKSH (Main Market) since December 13, 1994 Stock code: 5908 Company Secretaries Lwee Wen Ling, MAICSA 7058065 Andre’ Chai P’o-Lieng, MAICSA 7062103 Principal bankers Deutsche Bank (Malaysia) Berhad HSBC Bank Malaysia Berhad Malayan Banking Berhad Public Bank Berhad Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad 2 > DKSH Holdings (Malaysia) Berhad: Annual Report 2017 Management discussion and analysis The management review of DKSH Holdings (Malaysia) Berhad and its subsidiaries (“the Group” or “DKSH”) outlines an in-depth analysis of the financial year 2017 and provides an outlook into DKSH’s further growth. 3 > DKSH Holdings (Malaysia) Berhad: Annual Report 2017 Management discussion and analysis The service portfolio ranges from marketing and sales, to distribution and logistics, invoicing and credit control, handling of inventory and trade returns and other value-added services. This segment comprises the FMCG business and on a smaller scale, the Performance Materials business. The Marketing and Distribution segment recorded a slight contraction in revenue of 1.1% decreasing from RM 2.7 billion to RM 2.6 billion. This segment is most susceptible to the weak consumer demand and seasonality dynamics in the FMCG market. Consumer demand remained low and somewhat volatile in 2017, while the timing of Chinese New Jason Michael Nicholas McLaren Year in 2017 and 2018, which were both Non-Independent Executive Director/Group Finance Director early and late, respectively, led to a partial shift of seasonal sales on both ends of Summary centers in Shah Alam, Selangor and Kota the year into 2016 and 2018, respectively. The Group continued on its path of Kinabalu, Sabah, and a new head office in During the year, the Group entered the sustainable profitable growth in 2017, Petaling Jaya, Selangor over the period 2013- stationery segment and continued to despite challenging market conditions. 2015, the Group’s infrastructure remained grow in the household segment, with Profit after tax grew by 3.2% from RM 50.5 stable with some additional warehousing the continued addition of well-known million to RM 52.0 million. Growth continues space and associated costs required in the household and cookware brands. to be driven by organic growth with existing Marketing and Distribution segment. clients, strategic new business development This segment also contains the Group’s and ongoing realization of cost efficiencies. The Group continues to focus strongly Performance Materials business which on the development of innovative service after gaining strongly in 2016, faced stiff Net sales grew by 4.5% from RM 5.3 billion offerings, particularly in the area of omni- competition in the food and beverage to RM 5.5 billion with strong improvement channel market presence where we segment in 2017. seen in the Logistics and Others segments, represent clients in all channels, which with the Healthcare, Telecommunications, increasingly includes online. During 2017, The outlook for this segment is cautiously and Famous Amos businesses all contributed we integrated systems with leading online optimistic, with market conditions strongly in 2017. The Marketing and retailers, continued to build our internal continuing to be challenging and volatile. Distribution segment performed less well e-commerce capabilities, including setup of There is a good chance of consumer primarily due to weak and volatile consumer an e-fulfillment center which allows for quick sentiment improving during the year as demand in the Fast Moving Consumer and efficient delivery to end consumers. The political conditions stabilize. The segment’s Goods (“FMCG”) category. Group is well positioned to benefit from the client portfolio remains well diversified rapid growth of the e-commerce channel in both in terms of product segment and There were no significant adjustments or Malaysia in the near future. balance of Malaysian, Asian and non-Asian fundamental shifts in business focus during products. The focus moving forward is on 2017 and the results generally reflected the Marketing and Distribution segment growing market share for existing clients underlying performance of the business. For the Marketing and Distribution and strategically taking on new clients to After three years of infrastructure growth segment, the Group provides the full both enhance existing segments and to with the opening of two (2) new distribution range of services along the value chain. move into new segments. At the same 4 > DKSH Holdings (Malaysia) Berhad: Annual Report 2017 Management discussion and analysis (continued) time, there will be a continued drive to Segment “Others” existing clients and strategically adding realize cost synergies and efficiencies both This segment consists most notably of new clients to further strengthen and within and across segments. the Famous Amos chocolate chip cookie diversify our client portfolio. At the same retail chain, as well as unallocated central time, there is an equally important focus Logistics segment overheads including rental. on realizing market expansion excellence For the Logistics segment, the Group through enhancing our service offerings, provides supply chain services ranging The Famous Amos business had a successful driving efficiencies through automation, from warehousing and distribution, to year in 2017 as the strategic focus on outlet digitization, process optimization and order processing and sales collections. profitability, geographic coverage and promoting operational synergies. The Sales and marketing services for clients in product portfolio delivered sales growth of Group continues to invest in people this segment are generally not provided 5.6%, while total outlets declined from 85 development with a particular focus on by the Group, but are mostly run by its to 81. The decline in outlets reflects a drive leadership at an individual, team and clients. The businesses represented under towards increasing performance of individual market level. this segment include the Healthcare outlets and has led to a significant increase business and supply chain focused parts of in profitability per outlet. The strong sales As the foremost Market Expansion the Consumer Goods business. growth, coupled with rigorous cost control Services company in Malaysia, the Group led to a dramatically improved, strongly continues to proactively lead the market in Net sales for this segment increased by positive profit result. development of innovative and effective 10.4% from RM 2.6 billion to RM 2.8 sales and marketing, and logistics and billion due to strong growth in both The outlook for this segment is optimistic distribution services. The Group recognizes the Healthcare and Telecommunications despite the market remaining