rhb.com.my delivering results RHB CAPITAL BERHAD ANNUAL REPORT 2005 Delivering Results corporate section Group Financial Highlights Our philosophy is simple - treat 4 customers as real people with Corporate Information 6 real needs. Then follow it up Board of Directors with innovative products and 8 services that surpass their Profile of the Board of Directors 9 expectations. You can’t get any Group Corporate Structure 12 more customer centric than that. After all, we are in the business Senior Management 14 of delivering results for our Board of Directors’ Report 2005 16 customers. Operations Review 20 RHB Group Achievements and Awards 29 RHB Group Corporate Highlights 30 Corporate Governance Statement 34 Internal Control Statement 41 Audit Committee Report 43 Responsibility Statement 47 financial section Statutory Financial Statements 50 contents Analysis of Shareholdings 155 List of Top Thirty (30) Shareholders 156 Substantial Shareholders 158 List of Directors’ Interests 159 Sanctions and Penalties 161 List of Properties 162 Group Branch Network 173 Notice of Annual General Meeting 188 Statement Accompanying Notice of Annual General Meeting 190 Proxy Form annos. Quid, annos. Quid, qui deperiit qui deperiit minor uno minor uno annos. Quid, annos. Quid, qui deperiit qui deperiit minor uno minor uno We know that customers – individuals and businesses alike – require products and services that are easy and intuitive to use, and customer interactions as straightforward and hassle-free as possible. And that’s just the way our approach has been for all our customers since day one of our operations. RHB CAPITAL BERHAD • 312952-H ◆ ANNUAL REPORT 2005 1 Our goal is to introduce cutting-edge technologies that drive markets and bring tangible benefits to our customers, helping businesses to be more productive and more competitive – locally or regionally. And we will continue to be there, for each and every one of our customers. We are passionate about our brand promise of providing superior customer satisfaction. It is in our DNA. We are and will always be true to this commitment. That’s why our focus is always centred around our customers. And this will never change. group financial highlights 2005 2004* 2003 2002 2001 RM million RM million RM million RM million RM million RESULTS Operating revenue 4,440.8 5,610.8 3,435.8 3,238.2 3,437.4 Operating profit 1,311.5 1,588.1 1,176.0 1,171.8 1,172.1 Profit before INCPS** dividends, taxation and zakat 689.1 869.8 521.5 401.4 621.5 Net profit for the financial period/year 315.8 441.5 250.6 127.1 219.5 BALANCE SHEETS Paid-up capital 1,823.5 1,823.5 1,823.5 1,823.5 1,823.5 Shareholders’ equity 4,492.6 4,212.4 3,874.3 3,736.5 3,621.8 Total assets 89,904.7 82,137.3 69,485.7 57,520.4 57,536.0 Loans, advances and financing 48,273.7 43,911.7 42,446.6 37,761.0 38,406.7 Total deposits 60,949.9 57,291.2 52,402.0 42,020.3 42,035.5 RATIOS Gross dividends per share – (sen) 3.5 10.0 7.5 2.0 5.0 Net assets per share – (RM) 2.46 2.31 2.12 2.05 1.99 Net tangible assets per share – (RM) 1.82 1.67 1.47 1.90 1.83 SHARE PRICES AND MARKET CAPITALISATION*** Share prices – (RM) 2.21 2.34 1.69 2.35 2.00 Market capitalisation 4,029.9 4,267.0 3,081.7 4,285.2 3,647.0 * The Company changed its financial year end from 30 June to 31 December with effect from the financial period ended 31 December 2004 and accordingly, the results for that financial period are for eighteen months. Certain figures have been restated arising from the retrospective application of the Revised Guidelines on Financial Reporting for Licensed Institutions (BNM/GP8) issued by Bank Negara Malaysia. ** Irredeemable Non-cumulative Convertible Preference Shares. *** Share prices are closing price at financial period/year end. 4 RHB CAPITAL BERHAD • 312952-H ◆ ANNUAL REPORT 2005 869.8 441.5 689.1 621.5 profit 315.8 before 521.5 INCPS** net profit 250.6 401.4 dividends, for the 219.5 taxation financial and zakat period/year 127.1 (RM million) (RM million) ’01 ’02 ’03 ’04* ’05 ’01 ’02 ’03 ’04* ’05 4,492.6 89,904.7 82,137.3 4,212.4 3,874.3 3,736.5 3,621.8 69,485.7 57,536.0 57,520.4 total assets shareholders’ (RM million) equity (RM million) ’01 ’02 ’03 ’04* ’05 ’01 ’02 ’03 ’04* ’05 10.0 48,273.7 43,911.7 42,446.6 7.5 38,406.7 loan, 37,761.0 advances gross and dividends 5.0 financing per share (RM million) (sen) 3.5 2.0 ’01 ’02 ’03 ’04* ’05 ’01 ’02 ’03 ’04* ’05 * The Company changed its financial year end from 30 June to 31 December with effect from the financial period ended 31 December 2004 and accordingly, the results for that financial period are for eighteen months. Certain figures have been restated arising from the retrospective application of the Revised Guidelines on Financial Reporting for Licensed Institutions (BNM/GP8) issued by Bank Negara Malaysia. ** Irredeemable Non-cumulative Convertible Preference Shares. RHB CAPITAL BERHAD • 312952-H ◆ ANNUAL REPORT 2005 5 corporate information – As at 14 April 2006 BOARD OF DIRECTORS AUDIT COMMITTEE REMUNERATION AND HUMAN RESOURCE YBhg Dato Sri Sulaiman Abdul Mr Lew Foon Keong COMMITTEE Rahman Taib Chairman Non-Independent Non-Executive Director YBhg Datuk Azlan Zainol Mr Lew Foon Keong Chairman YBhg Datuk Azlan Zainol Non-Independent Non-Executive Director YBhg Dato’ Mohd Salleh Hj Harun Encik Vaseehar Hassan Abdul Razack Encik Vaseehar Hassan Abdul Razack Encik Johari Abdul Muid Non-Independent Non-Executive Director NOMINATING COMMITTEE YBhg Dato’ Mohd Salleh Hj Harun YBhg Dato’ Mohd Salleh Hj Harun RISK MANAGEMENT Independent Non-Executive Director Chairman COMMITTEE Encik Johari Abdul Muid YBhg Datuk Azlan Zainol Non-Independent Non-Executive Director YBhg Dato’ Mohd Salleh Hj Harun Chairman Encik Vaseehar Hassan Abdul Razack Mr Lew Foon Keong Encik Vaseehar Hassan Abdul Razack Independent Non-Executive Director Encik Johari Abdul Muid Encik Johari Abdul Muid Mr Lew Foon Keong COMPANY SECRETARY Encik Azman Shah Md Yaman EXECUTIVE COMMITTEE Encik Vaseehar Hassan Abdul Razack Encik Johari Abdul Muid 6 RHB CAPITAL BERHAD • 312952-H ◆ ANNUAL REPORT 2005 SENIOR MANAGEMENT REGISTERED OFFICE SHARE REGISTRAR Mr Wong Yoke Ming Level 10, Tower One Symphony Share Registrars Sdn Bhd Chief Operating Officer RHB Centre Level 26, Menara Multi-Purpose Jalan Tun Razak Capital Square Mr Albert Chan Huat Cheng 50400 Kuala Lumpur No. 8, Jalan Munshi Abdullah Chief Financial Officer Malaysia 50100 Kuala Lumpur (retired on 12 April 2006) Tel : 603-92852233 Tel:603-27212222 Fax : 603-92819314 Fax : 603-27212530/2531 Mr Steven Choy Khai Choon Head, Group Business Engineering (resigned on 24 April 2006) COMPANY NO. STOCK EXCHANGE LISTING Puan Norazzah Sulaiman Head, Group Legal & Compliance 312952-H Main Board of Bursa Malaysia Securities Berhad Dr Khoo Guan Seng Group Chief Risk Officer AUDITORS (resigned on 15 May 2006) PricewaterhouseCoopers Mr V. Kanesan Head, Group Corporate Communications Chartered Accountants Division 11th Floor, Wisma Sime Darby Jalan Raja Laut Mr Lim Chong John 50350 Kuala Lumpur Group Chief Technology Officer Malaysia Ms Catherine Lee Yun Fong Group Internal Audit Division Encik Azman Shah Yaman Head, Group Secretariat RHB CAPITAL BERHAD • 312952-H ◆ ANNUAL REPORT 2005 7 board of directors From left to right: Dato Sri Sulaiman Abdul Rahman Taib Datuk Azlan Zainol Vaseehar Hassan Abdul Razack Dato’ Mohd Salleh Hj Harun Johari Abdul Muid Lew Foon Keong 8 RHB CAPITAL BERHAD • 312952-H ◆ ANNUAL REPORT 2005 profile of the board of directors - as at 14 April 2006 YBHG DATO SRI SULAIMAN ABDUL YBHG DATUK AZLAN ZAINOL RAHMAN TAIB (56 years of age – Malaysian) (37 years of age – Malaysian) Non-Independent Non-Executive Director Non-Independent Non-Executive Director YBhg Datuk Azlan Zainol (“YBhg Datuk Azlan”) was YBhg Dato Sri Sulaiman Abdul Rahman Taib (“YBhg appointed as a Non-Independent Non-Executive Director Dato Sri Sulaiman”) was appointed as the Executive of RHB Capital on 27 July 2005. He also serves as a Chairman of RHB Capital Berhad (“RHB Capital”) on 7 Member of the Audit Committee and Nominating May 2003 and currently serves as a Non-Independent Committee of RHB Capital. Non-Executive Director. YBhg Datuk Azlan is a Fellow of the Institute of YBhg Dato Sri Sulaiman holds a Bachelor of Science Chartered Accountants in England & Wales, Member of Degree in Business Administration from the University of the Malaysian Institute of Accountants and Member of San Francisco, USA. the Malaysian Institute of Certified Public Accountants. YBhg Dato Sri Sulaiman is also currently the Group YBhg Datuk Azlan is also currently the Chief Executive Chairman of Cahya Mata Sarawak Berhad (“CMSB”), a Officer of Employees Provident Fund Board (EPF). He has conglomerate listed on the Main Board of Bursa Malaysia more than 25 years of experience in the financial sector, Securities Berhad with financial services and having been appointed as the Managing Director of infrastructure development as its main business. He was AmBank Berhad and prior to that, as the Managing appointed as Group Chairman of CMSB in May 2002, Director of AmFinance Berhad. having been on the Board of CMSB since January 1995. He was Acting Group Chief Executive Officer for the YBhg Datuk Azlan’s other directorships in public conglomerate in 2001, before assuming the position as companies include Rashid Hussain Berhad, RHB Bank Group Deputy Chairman from January till May 2002.