MALAYSIAN AIRLINE SYSTEM BERHAD / ANNUAL REPORT 2012 42nd Annual General Meeting Malaysian Airline System Berhad VENUE WHEN Auditorium, 1st Floor, South Wing Tuesday, 14 May 2013, 10.00 am MAS Academy, No. 2 Jalan SS7/13 Kelana Jaya, 47301 Petaling Jaya Selangor Darul Ehsan Malaysia VISION: To be the Preferred Premier Carrier MISSION: Our Journey towards making this Vision a reality requires us to: • Put our People first and be the Employer of Choice • Anticipate, consistently deliver and exceed customer expectations • Build on our recognised personalised and sincere 'Malaysian Hospitality' service • Innovate to make travel and doing business with us hassle-free • Sustainable value creation for our shareholders 001 MAlAySIAn AIrlInE SySTEM BErHAd (10601-W) 002 Corporate Information CONTENTS 003 Group Corporate Structure 004 Statement by Chairman 006 Statement by Group Chief Executive Officer 008 Five Years Statistical Review of the Group 009 Performance Highlights 010 revenue and Expenditure 011 Analysis of Airline Operations 012 Operations review • Commercial • Operations • Engineering & Maintenance • Fleet Status • The End-to-End Customer Journey • MASkargo • Firefly • MASwings 020 Corporate responsibility & Sustainability • Safety • At the Workplace • Care for the Environment • For the Community 028 Milestones 2012 030 route network 032 directors’ Profiles 037 Senior Management 038 Board of directors’ Meetings 039 Statement on Corporate Governance 047 Statement on risk Management and Internal Control 052 Audit Committee’s report 057 Additional Compliance Information 062 Financial reports 164 list of Company Properties 167 Analysis of Shareholdings 174 Corporate directory 176 notice of Annual General Meeting 178 Statement Accompanying the notice of Annual General Meeting • Form of Proxy 002 CORPORATE MAlAySIAn AIrlInE SySTEM BErHAd (10601-W) INFORMATION BOARD OF DIRECTORS COMPANY SECRETARY REGISTRAR Tan Sri Md nor bin Md yusof rizani bin Hassan Symphony Share Chairman (lS 0009520) registrars Sdn. Bhd. (378993-d) non-Independent non-Executive director level 6, Symphony House Pusat Dagangan Dana 1 Ahmad Jauhari bin yahya REGISTERED OFFICE Jalan PJU 1A/46 Managing director/Group Chief Executive 3rd Floor, Administration Building 1 47301 Petaling Jaya Officer, non-Independent Executive director MAS Complex A Selangor Darul Ehsan Sultan Abdul Aziz Shah Airport Malaysia david lau nai Pek 47200 Subang Tel : +603 7841 8000 Senior Independent non-Executive director Selangor Darul Ehsan Fax : +603 7841 8151 Malaysia dato’ Sri dr. Mohd Irwan Serigar bin Tel : +603 7840 4550 Abdullah Fax : + 603 7846 3932 STOCK EXCHANGE LISTING non-Independent non-Executive director Main Market Bursa Malaysia Securities Berhad Tan Sri Mohamed Azman bin yahya WEBSITE listed since 16 december 1985 non-Independent non-Executive director www.malaysiaairlines.com Sector: Trading & Services Stock Code: 3786 Tan Sri Krishnan Tan Boon Seng Independent non-Executive director INVESTOR RELATIONS [email protected] PRINCIPAL BANKERS Tan Sri datuk Amar Haji Mohamad CIMB Bank Berhad Morshidi bin Abdul Ghani Citibank Berhad Independent non-Executive director AUDITORS Malayan Banking Berhad Ernst & young (AF 0039) rHB Bank Berhad Tan Sri Sukarti bin Wakiman Chartered Accountants Independent non-Executive director level 23A, Menara Milenium Jalan Damanlela dr. Mohamadon bin Abdullah Pusat Bandar damansara Independent non-Executive director 50490 Kuala lumpur Malaysia Eshah binti Meor Suleiman Tel : +603 7495 8000 Alternate Director to Dato’ Sri Dr. Mohd Irwan Fax : +603 2095 9076 bin Abdullah FINANCIAL CALENDAR 29 February 2012 21 June 2012 27 November 2012 Announcement of 41st Annual General Meeting Announcement of Full year 2011 Annual results 2012 Third Quarter results 14 August 2012 22 May 2012 Announcement of 2012 Second 28 February 2013 Announcement of Quarter results Announcement of 2012 First Quarter results 2012 Fourth Quarter Results & Full year 2012 Annual results GROUP CORPORATE 003 MAlAySIAn AIrlInE STRUCTURE SySTEM BErHAd (10601-W) MALAYSIAN AIRLINE SYSTEM BERHAD (10601-W) Malaysia Airlines Capital IV Cayman Limited 100% MAS Academy Sdn. Bhd. (317184-W) 100% (WK-265139) Malaysia Airlines Capital V Cayman Limited 100% MAS Aerotechnologies Sdn. Bhd. (317185-K) 100% (WK-275500) Malaysia Airlines A330 Capital Labuan Limited 100% MAS Golden Boutiques Sdn. Bhd. (317182-T) 100% (ll09020) 100% MAS Golden Holidays Sdn. Bhd. (317144-A) 100% MH Loyalty Programme Sdn. Bhd. (951320-T) 100% MASkargo Sdn. Bhd. (318815-M) 100% Delima Insurance (Labuan) Limited (ll08535) 100% MASkargo Logistics Sdn. Bhd. (68121-P) 100% Kelip-Kelip Labuan Limited (ll06736) 100% MASwings Sdn. Bhd. (773841-A) 100% Kelip-Kelip II Labuan Limited (ll07075) 100% FlyFirefly Sdn. Bhd. (346606-K) * 100% Kelip-Kelip III Labuan Limited (ll07638) Malaysian Aerospace Engineering Sdn. Bhd. 100% 100% Kelip-Kelip II Cayman Limited (WK-225671) (775412-d) # Ψ Macnet CCN (M) Sdn. Bhd. (318626-W) Malaysia Airlines Capital (L) Limited (ll01132) 100% 100% under Members Voluntarily Winding Up Abacus Distribution Systems (Malaysia) Sdn. Bhd. Malaysia Airlines Capital II (L) Limited (ll07894) 100% 80% (180535-T) 100% Malaysia Airlines Capital III (L) Limited (ll07927) 60% MAS Awana Services Sdn. Bhd. (372384-d) 100% Malaysia Airlines Capital IV (L) Limited (ll08669) 51% Aerokleen Services Sdn. Bhd. (277266-X) ASSOCIATE COMPANIES 49% Hamilton Sundstrand Customer Support Centre 30% Brahim’s Airline Catering Sdn. Bhd. (317281-X) (M) Sdn. Bhd. (301833-d) (formerly known as lSG Sky Chefs-Brahim’s Sdn. Bhd.) 30% GE Engine Services Malaysia Sdn. Bhd. (423679-X) 23.53% Pan Asia Pacific Aviation Services Limited (470740) Honeywell Aerospace Services (M) Sdn. Bhd. Taj Madras Flight Kitchen Limited 30% 20% (465037-M) under Members Voluntarily Winding Up (30706 State Code 18) * FlyFirefly Sdn. Bhd. (346606-K) owns 100% equity in FlyFirefly Holiday Sdn. Bhd. (780113-P) # MAS GMR Aerospace Engineering Company Private Limited (U45201KA2008PTC045463) is a jointly-controlled entity of Malaysian Aerospace Engineering Sdn. Bhd. (775412-D) Ψ Malaysian Aerospace Engineering Sdn. Bhd. (775412-D) owns 100% equity in MAE Aero Services Pte. Ltd. (201100826N) 004 STATEMENT BY MAlAySIAn AIrlInE SySTEM BErHAd (10601-W) CHAIRMAN DEAR SHAREHOLDERS, In my last letter to Shareholders, I wrote about the momentous task that the Board and Management have to return your Company back to profitability and predictable financial performance. Our hard work continues, and since then, I am pleased to announce that for the year under review, Malaysia Airlines has been able to reduce its full year 2012 financial loss to RM430.74 million from a loss of RM2.52 billion in the previous year. Much focus and determination went into the corporate turnaround of your Company in these last 12 months. These included making tough and at times unpopular decisions with our network, systems, processes and people practices. These changes have shown positive impact to the organisation and traction as depicted in our Quarterly financial performance. yet, we are still not out of the woods. Malaysia Airlines continues to face twin challenges in firstly, to return the Group to recovery and a sustainable future, and secondly, to restore strength in our balance sheet to support and sponsor future growth. The opportunity for growth is at our doorstep here in Asia. Having built up a strong market presence over the last 40 years, it is our strategy that Malaysia Airlines remains a player in this expanding market. yet in order to remain relevant, we must invest in our fleet, products and service. These are expensive investments; however not doing so is not an option. 005 MAlAySIAn AIrlInE Statement by Chairman SySTEM BErHAd (10601-W) The airline business is extremely asset intensive. Generally, 2012 saw the retirement of long time director, Tan Sri dr Wan airlines have a heavy reliance on external funding for capex. Abdul Aziz Wan Abdullah. We thank Tan Sri dr Wan Aziz for For Malaysia Airlines to do this, we must have a credible and his many contributions to Malaysia Airlines, through both presentable balance sheet to show when we go to the market good and challenging times. for our new aircraft investment plan. To prepare our Group for its future growth trajectory and sustainability, we need to Moving forward, we have the addition of a few more Board reset and reboot our organization. Members crucial to the Group’s future growth. Over the year, we welcomed dato’ Sri dr. Irwan from the Ministry The year 2012 saw us make progress towards reconstructing of Finance, dr. Mohamadon with his long experience in our funding base as part of gapping measures necessary to Malaysia Airlines, and the State Secretaries of the Sabah and strengthen our financial fundamentals. These are part of a Sarawak governments, Tan Sri Sukarti and Tan Sri datuk funding plan that comprised three main pillars. Amar Morshidi. The first was launching a perpetual Sukuk programme, a I am confident of the synergy that this Board and quasi capital instrument engineered to raise up to rM2.5 Management team possess to steer Malaysia Airlines billion. To-date, rM1.5 billion has been drawn-down. forward. The second pillar of our funding plan was to enter into an Ahmad Jauhari or AJ, our Group CEO, and the Management arrangement to buy new aircraft with financing from an team have done well in 2012. I ask for Shareholders to external entity, a special purpose company, wholly-owned by continue to support the