CONTENTS O1 02 03 04 Corporate Corporate Corporate Profile of Profile Structure Information Directors O9 10 13 14 Profile of Chief Profile of Key Financial Management Discussion Executive Officer Senior Management Highlights and Analysis 18 28 35 37 Corporate Sustainability Additional Statement on Governance Overview Statement Compliance Risk Management and Statement Information Internal Control 40 44 45 141 Audit Committee Statement of Directors’ Reports and List of Report Responsibilities for Financial Properties the Preparation of Statements Financial Statements 143 144 147 Statement on Analysis of Notice of Proxy Directors’ and Chief Shareholdings Annual General Form Executive Officer’s Meeting Interest Incorporated in December 2000 and listed on 17 November 2003, WCE Holdings Berhad is focused on the execution of West Coast Expressway Project by its 80%-owned subsidiary, West Coast Expressway Sdn Bhd, an ISO9001:2015 and ISO14001:2015 company. This build-operate-transfer privatisation project involves the development of a 233km highway from Banting in Selangor to Taiping in Perak. To-date, the percentage of the overall construction of the Project is 63% and the construction is still on-going. On 31 May 2019, Section 8 (Hutan Melintang - Teluk Intan) opened for traffic. In the property sector, the Group has also enjoyed success in the launches of its 1,879-acre Bandar Rimbayu mixed development project located next to Kota Kemuning, Shah Alam. The development which commenced in March 2013 has a total expected gross development value of RM11,500 million and it is to be developed over a period of approximately 20 years. Moving forward, the Group is confident that its ventures in infrastructure and properties will position itself positively on a sustainable growth path. CORPORATE PROFILE 02 WCE HOLDINGS BERHAD Annual Report 2019 CORPORATE STRUCTURE 80% West Coast Expressway Sdn Bhd 339890-P 30% IJMC – KEB Joint Venture 100% 7% KEB Management Tiasa Ria Sdn Bhd Sdn Bhd 521369-K 527198-X 63% 100% 100% 10% 100% KEB Plantations KEB Builders Radiant Pillar Bandar Rimbayu Holdings Sdn Bhd Sdn Bhd Sdn Bhd Sdn Bhd 451276-V 248662-U 501699-W 568093-K 30% 100% 100% 50% WCE Highway Ratus Prestij Ambang Usaha Services Sdn Bhd Sdn Bhd Sdn Bhd 287253-V 351342-D 341282-A 100% 100% 100% KEURO Trading Maximix Perkasa Jati Sdn Bhd Sdn Bhd Holdings Sdn Bhd 141294-M 359439-D 521368-W 100% KEURO Leasing Sdn Bhd 92129-H 100% Angsana Mestika Sdn Bhd 647303-A ■ Subsidiaries ■ Associates ■ Jointly Controlled Entity Annual Report 2019 WCE HOLDINGS BERHAD 03 CORPORATE INFORMATION BOARD OF DIRECTORS Datuk Ir. Hamzah bin Hasan Tan Chor Teck Tang King Hua (Chairman/Independent (Independent Non-Executive Director) (Non-Independent Non-Executive Non-Executive Director) Director) Lee Chun Fai Datuk Oh Chong Peng (Non-Independent Non-Executive Vuitton Pang Hee Cheah (Senior Independent Non-Executive Director) (Non-Independent Non-Executive Director) Director) Datuk Wira Hj. Hamza bin Taib (Independent Non-Executive Director) COMPANY SECRETARY REMUNERATION COMMITTEE SHARE REGISTRAR Raw Koon Beng (MIA 8521) Datuk Oh Chong Peng Metra Management Sdn Bhd Chairman 35th Floor, Menara Multi-Purpose, AUDIT COMMITTEE Datuk Ir. Hamzah bin Hasan Capital Square Datuk Oh Chong Peng Member 8 Jalan Munshi Abdullah Chairman Lee Chun Fai 50100 Kuala Lumpur Tel No. : +603 2698 3232 Datuk Ir. Hamzah bin Hasan Member Fax No. : +603 2698 0313 Member Tan Chor Teck Member Datuk Wira Hj. Hamza bin Taib AUDITORS Member Baker Tilly Monteiro Heng PLT Tan Chor Teck PRINCIPAL BANKERS (LLP0019411-LCA & AF 0117) Member RHB Investment Bank Berhad Chartered Accountants Tang King Hua RHB Bank Berhad Baker Tilly Tower Member Malayan Banking Berhad Level 10, Tower1, Avenue 5 Bangsar South City NOMINATION COMMITTEE CORPORATE OFFICE 59200 Kuala Lumpur Datuk Wira Hj. Hamza bin Taib 37-2, No. 8, Jalan Anggerik Vanilla BE31/BE Tel No. : +603 2297 1000 Chairman Kota Kemuning, Seksyen 31 Fax No. : +603 2282 9980 Datuk Oh Chong Peng 40460 Shah Alam Member Tel No. : +603 5525 8800 STOCK EXCHANGE LISTING Tang King Hua Fax No. : +603 5525 8666 Main Market of Bursa Malaysia Member Website : www.wcehb.com.my Securities Berhad Stock Code : 3565 REGISTERED OFFICE Stock Name : WCEHB Unit 30-01, Level 30, Tower A Vertical Business Suite Avenue 3, Bangsar South 8 Jalan Kerinchi 59200 Kuala Lumpur Tel No. : +603 2783 9191 Fax No. : +603 2783 9111 04 WCE HOLDINGS BERHAD Annual Report 2019 PROFILE OF DIRECTORS DATUK IR. HAMZAH BIN HASAN Chairman/Independent Non-Executive Director MALE AGED 68 Datuk Ir. Hamzah bin Hasan, a Malaysian, male, aged 68, as the Chief Executive Officer of the Construction Industry was appointed as the Independent Non-Executive Director Development Board (“CIDB”) in 2003 and then served of the Company on 2 January 2015 and was appointed as the Chairman of CIDB from 2011 to February 2014 as the Chairman of the Company on 23 November 2017. and the Chairman of Malaysian Highway Authority from He is a member of the Audit Committee and Remuneration 17 February 2014 to 31 December 2014. Committee of the Company. He was also appointed as the Chairman and Director of West Coast Expressway Sdn Bhd, He is currently an independent non-executive director an 80%-owned subsidiary of the Company on 15 April 2015. of IJM Corporation Berhad, a public listed company, and a director of the School of Professional and Continuing He obtained his Bachelor of Science (Honours) degree in Education, University of Technology Malaysia and PNB Civil Engineering from Glasgow University, United Kingdom Merdeka Ventures Sdn Bhd, a subsidiary of Permodalan in 1975 and obtained his Master of Science (Construction Nasional Berhad. Management) from Loughborough University, United Kingdom in 1987. He is a Professional Engineer of the Board He has no family relationship with any other directors of Engineers Malaysia, Fellow of Chartered Institute of and/or major shareholders of the Company. There is no Building, Fellow of Royal Institute of Chartered Surveyors, conflict of interest with the Company. He has no conviction Fellow of Institution of Engineers Malaysia, Fellow of for offences within the past five (5) years. There were no Institute of Value Engineering Malaysia, ASEAN Federation public sanction or penalty imposed by any regulatory of Engineering Organisations and Honorary Fellow of the bodies on him during the financial year. Project Management Institute Malaysia. He attended all six Board of Directors’ meeting held during He started his career as a Civil Engineer in the Public the financial year ended 31 March 2019. Works Department (“JKR”) in 1975. Since then he has served JKR for 23 years until 1998. With his vast experience in both the public and private sectors, he was appointed Annual Report 2019 WCE HOLDINGS BERHAD 05 DATUK OH CHONG PENG Senior Independent Non-Executive Director MALE AGED 75 Datuk Oh Chong Peng, a Malaysian, male, aged 75, was appointed as the Independent Non-Executive Director of the Company on 28 September 2007 and was appointed as the Senior Independent Non-Executive Director of the Company on 21 August 2015. He is the Chairman of the Audit Committee and Remuneration Committee of the Company. He has no family relationship with any other directors He is also a member of the Nomination Committee of the and/or major shareholders of the Company. There is no Company. conflict of interest with the Company. He has no conviction for offences within the past five (5) years. There were no He undertook his accountancy training in London and public sanction or penalty by any regulatory bodies on him qualified as a Chartered Accountant in 1969. He is a during the financial year. Fellow of the Institute of Chartered Accountants, England and Wales. He joined Coopers & Lybrand (now known as Datuk Oh Chong Peng will achieve a tenure of twelve (12) PricewaterhouseCoopers PLT) in London in 1969 and in years as a Senior Independent Non-Executive Director Malaysia in 1971. He was a partner of Coopers & Lybrand on 27 September 2019. As such, in accordance with the Malaysia from 1974 until his retirement in 1997. Company’s Board Charter, he will be re-designated as Non-Independent Non-Executive Director. However, He is currently an independent non-executive director of the Board wishes to seek shareholders’ approval at several public listed companies, namely Dialog Group the forthcoming 18th Annual General Meeting of the Berhad, Malayan Flour Mills Berhad and PUC Berhad. He Company that he be retained and to continue to serve is also a Director of Saujana Resort (M) Berhad, an unlisted as a Senior Independent Non-Executive Director of the company. In addition, he is a Trustee of UTAR Education Company. Foundation and a Government of Malaysia’s appointed Chairman of the Labuan Financial Services Authority. He attended five (5) of six (6) Board of Directors meetings held during the financial year ended 31 March 2019. His past appointments include being a Government appointed member of Bursa Malaysia Berhad (formerly known as Kuala Lumpur Stock Exchange) (1990-1996) and member of its Listing Committee (2008-2009); a Government appointed member of Malaysian Accounting Standards Board (2003-2009); and a Council Member (1981-2003), a past president (1994-1996) of the Malaysian Institute of Certified Public Accountants; a trustee of Huaren Education Foundation (1993-2009) and a Director of Powertek Berhad (1997-2003); Rashid Hussain Berhad Group of companies (1998-2003); UEM Land Berhad (formerly known as Renong Berhad) (2001-2003); Nanyang Press Holdings Berhad (2001-2005); Land & General Berhad (1999-2007); Rohas Eucos Industries Berhad (2007-2008); Huaren Holdings Sdn Bhd (1987-2009); Star Publications Berhad (1987-2009); IJM Corporation Berhad (2002-2012); IJM Plantations Berhad (2003-2012); Alliance Financial Group Berhad (formerly known as Malaysian Plantations Berhad) (2006-2017) and British American Tobacco (Malaysia) Berhad (1998-2019).