Scomi Engineering Bhd Scomi Engineering Bhd (111633-M) Scomi Engineering Bhd (111633-M) Level 17, 1 First Avenue, Bandar Utama 47800 Petaling Jaya, Selangor Darul Ehsan, Malaysia Tel: +603 7717 3000 Fax: +603 7727 7935 www.scomiengineering.com.my Annual Report NEW OPPORTUNITIES. MOVING AHEAD. Annual Report 2011 2011 CONTENTS 2 Key Financial Highlights 38 Statement on Corporate 144 Analysis of Shareholdings Governance 3 Corporate Structure 147 Analysis of Irredeemable 44 Statement on Internal Control Convertible Unsecured Loan 4 Corporate Statement of Stocks (“ICULS”) Holdings Scomi Group 46 Audit and Risk Management Committee Report 149 List of Property 5 Corporate Information 50 Additional Information 150 Corporate Directory 8 Profile of Directors 51 Information in Relation to 151 Notice of Annual General 12 Management Team Employees’ Share Option Meeting 14 Chairman’s Statement Scheme 154 Statement Accompanying 22 Chief Executive Officer’s 52 Statement on Directors’ Notice of the Twenty Eighth Review of Operations Responsibility Annual General Meeting 30 Corporate Social 55 Financial Statements • Form of Proxy Responsibility New Opportunities. Moving Ahead. With a presence in 27 countries, Scomi Group is an accomplished global technology enterprise. Entrusted with numerous high-profile projects, Scomi’s achievements have reinforced its position as a world-class service provider and technology owner in oilfield services, transport solutions and energy logistics. By consolidating operations and building on its strengths, Scomi will continue to seek out new opportunities in both the domestic and global market. Moving ahead, Scomi will keep delivering value to its stakeholders and making a difference in the communities it helps shape. Ballroom 3 th 1st Floor, Sime Darby Convention Centre 28 1A Jalan Bukit Kiara 1 ANNUAL 60000 Kuala Lumpur GENERAL on 26 June 2012 at 10.00 a.m. MEETING KEY FINANCIAL HIGHLIGHTS Revenue (RM Million) 2011 246.8 2010 400.8 2009 537.7 2008 434.4 2007 368.8 SCOMI ENGINEERING BHD Annual Report 2011 Net(Loss)/Profit (RM Million) 2011(81.6) 2010 (11.2)* 2009 60.9 pg 2 2008 12.4 2007 42.4 Total Assets (RM Million) (Loss)/Earnings per Share (basic) RM773.6 • 2011 (23.86) sen • 2011 RM742.7 • 2010 (3.36) sen • 2010 RM829.1 • 2009 22.10 sen • 2009 Shareholders’ Fund (RM Million) Net Assets Per Share RM325.9 • 2011 RM1.14 • 2011 RM410.4 • 2010 RM1.44 • 2010 RM459.9 • 2009 RM1.67 • 2009 Net Tangible Assets (RM Million) RM183.6 • 2011 RM306.1 • 2010 RM182.6 • 2009 Note * Includes the gain arising from the disposal of the Machine Shop business amounting to RM19.7 million SCOMI ENGINEERING CORPORATE STRUCTURE as of 31 December 2011 100% British Virgin Islands Scomi OMS Oilfield Services Ltd India Urban Transit Pvt Ltd * Malaysia Scomi Special Vehicles Sdn Bhd Scomi Trading Sdn Bhd SCOMI Scomi Transit Projects Sdn Bhd ENGINEERING BHD Scomi Transportation Systems Sdn Bhd *** Scomi Coach Sdn Bhd pg 3 Scomi Coach Marketing Sdn Bhd Scomi Rail Bhd Scomi Transit Projects Brazil (Sao Paulo) Sdn Bhd Scomi Transit Projects Brazil Sdn Bhd SCOMI ENGINEERING BHD Annual Report 2011 Brazil Urban Transit Servicos Do Brasil Ltda** (formerly known as Trams Servicos Mercadologicos De Consultoria Ltda) * Includes 0.001% held by Scomi Rail Bhd. ** includes 1 quota (“share”) held by Scomi Rail Bhd. *** Malaysia Nominees (Tempatan) Sdn Bhd (“MNTSB”) is the registered shareholder in Scomi Transportation Systems Sdn Bhd (MNTSB is holding in Trust for SEB) Notes i. Except as otherwise expressly stated, all companies in this structure are incorporated in Malaysia. ii. Except as otherwise expressly stated, all companies in this structure are wholly owned by their respective holding companies. CORPORATE STATEMENT OF SCOMI GROUP With a presence in 52 locations across 27 countries, the Scomi group of companies is a global technology enterprise in the energy and logistics industries. WE are A global technologY WE aim to realise potential ENTERPRISE. FOR OUR STAKEHOLDERS. SCOMI ENGINEERING BHD Annual Report 2011 Our global reach, capabilities and talent • Our customers: We will develop provide us with the necessary resources and offer customers innovative and to develop and own new technology in competitive products and services all areas of our business. that help them grow their business. • Our shareholders: We are committed W E focus on E nerg Y & to providing long-term superior pg 4 LOGISTICS. returns to our shareholders. All of our 3 business units are focused on the Energy and/or Logistics sectors • Our people: We aim to provide our with the ability to compete globally. All employees with developmental of us in the Scomi family should opportunities so they can succeed remember that any new initiatives we on personal and professional levels. undertake will focus on these areas of business. • Our suppliers: We will treat our suppliers as our partners in the mutual interest of business growth. W E pro V ide inno V ati V E SOLUTIONS. • Our society/environment: As a good corporate citizen, we will give We innovate to respond to an evolving back to the communities we operate environment. Our products and in worldwide. operations meet today’s needs while anticipating tomorrow’s. We are committed to developing competitive and innovative solutions to create efficiency, add value and grow with our customers to shape our future. CORPORATE INFORMATION DIRECTORS ADMINISTRATIVE AND PRINCIPAL BANKERS CORRESPONDENCE ADDRESS United Overseas Bank (Malaysia) Datuk Zainun Aishah Binti Ahmad Berhad Chairman Level 17, 1 First Avenue Menara UOB, Jalan Raja Laut Dato’ Abdul Rahim Bin Abu Bakar Bandar Utama 47800 Petaling Jaya PO Box 11212 Edlin Bin Ghazaly Selangor Darul Ehsan, Malaysia 50738 Kuala Lumpur, Malaysia Fad’l Bin Mohamed T +603 7717 3000 Abdul Hamid Bin Sheikh Mohamed F +603 7727 7935 CIMB Bank Berhad Shah Hakim @ Shahzanim Bin Zain w www.scomiengineering.com.my Bangunan CIMB, Jalan Semantan E [email protected] Damansara Heights 50490 Kuala Lumpur, Malaysia AUDIT AND RISK MANAGEMENT COMMITTEE REGISTRAR Malayan Banking Berhad Symphony Share Registrars Sdn Bhd Menara Maybank Dato’ Abdul Rahim Bin Abu Bakar Chairman Level 6, Symphony House 100, Jalan Tun Perak Block D13, Pusat Dagangan Dana 1 50050 Kuala Lumpur, Malaysia Edlin Bin Ghazaly Jalan PJU 1A/46 Fad’l Bin Mohamed 47301 Petaling Jaya OCBC Bank (Malaysia) Berhad Abdul Hamid Bin Sheikh Mohamed Selangor Darul Ehsan, Malaysia Menara OCBC T +603 7841 8000 18, Jalan Tun Perak F +603 7841 8008 50050 Kuala Lumpur, Malaysia NOMINATION AND Annual Report 2011 REMUNERATION COMMITTEE ADVOCATES & SOLICITORS Standard Chartered Bank Malaysia pg 5 Datuk Zainun Aishah Binti Ahmad Berhad Chairman Albar & Partners Menara Standard Chartered Dato’ Abdul Rahim Bin Abu Bakar Advocates & Solicitors 30 Jalan Sultan Ismail 6th Floor, Faber Imperial Court Edlin Bin Ghazaly 50250 Kuala Lumpur Jalan Sultan Ismail Malaysia 50250 Kuala Lumpur, Malaysia Export-Import Bank of Malaysia OPTIONS COMMITTEE SCOMI ENGINEERING BHD Berhad Edlin Bin Ghazaly COMPANY SECRETARIES Level 1, EXIM Bank Chairman Chua Hooi Sian (MAICSA 7014565) Jalan Sultan Ismail Dato’ Abdul Rahim Bin Abu Bakar Catherine Mah Suik Ching (LS 01302) 50250 Kuala Lumpur Shah Hakim @ Shahzanim Bin Zain Malaysia AUDITORS REGISTERED OFFICE STOCK EXCHANGE LISTING PricewaterhouseCoopers (AF: 1146) Level 17, 1 First Avenue Main Board of Bursa Malaysia Chartered Accountants Bandar Utama Securities Berhad Level 10, 1 Sentral 47800 Petaling Jaya Stock Name: Scomien Jalan Travers, Kuala Lumpur Sentral Selangor Darul Ehsan, Malaysia Stock Code: 7366 P O Box 10192, 50706 Kuala Lumpur T +603 7717 3000 Malaysia F +603 7727 7935 CURRENCY Ringgit Malaysia (RM) Reinventing ourselves to realise opportunities We continue to recognise the importance of re-inventing ourselves, re-evaluating our endeavours and following through with strategies that will increase our opportunities in the global market. PROFILE OF DIRECTORS Datuk Zainun Aishah graduated from University of Malaya with an Honours Degree in Economics. Datuk Zainun Aishah began her career with Malaysian Industrial Development Authority (“MIDA”), the Malaysian government’s principal agency for the promotion and coordination of industrial development in the country where she worked for 35 years. In her years of service, she held various key positions in MIDA as well as in some of the country’s strategic council, notably her pivotal role as National Project Director in the formulation of Malaysia’s first Industrial Master Plan. She was the Director-General of MIDA for 9 years and Deputy Director-General for 11 years. Datuk Zainun Aishah was a Director of Tenaga Nasional Berhad, Kulim Hi-Tech Park and Malayan Banking Berhad. Datuk Zainun Aishah SCOMI ENGINEERING BHD Annual Report 2011 Binti Ahmad Currently Datuk Zainun Aishah’s other directorships in public companies are, Chairman, Microlink Solutions Berhad, Degem Bhd, Pernec Corporation Bhd, Berjaya Independent Non-Executive Director Media Berhad, Berjaya Food Bhd, Shell Refinery Company (Federation of Malaysia) Bhd and British American Tobacco (Malaysia) Berhad. Datuk Zainun Aishah, a Malaysian, aged 65, was appointed to the Board on 15 Datuk Zainun Aishah attended all ten (10) Board Meetings of the Company held December 2005. She is also the Chairman during the financial year ended 31 December 2011. of the Company’s Nomination and pg 8 Remuneration Committee. Dato’ Rahim graduated from the Brighton College of Technology, United Kingdom with B.Sc (Hon) Electrical Engineering in 1969. Dato’ Rahim is a member of the Institute of Engineers Malaysia (“MIEM”) and is a Professional Engineer, Malaysia (P.Eng). He also holds the Electrical Engineer Certificate of Competency Grade 1. Dato’ Rahim began his career in 1969 with the then National Electricity Board. He was attached to the organisation for 10 years in various technical and engineering positions before he moved on to the private sector. From 1979 to 1983, he served with Pernas Charter Management Sdn Bhd, a management company for the tin mining industry.