01 DRB-HICOM BERHAD ANNUAL REPORT 2017 ANNUAL REPORT 2017 TIME-tested
02 DRB-HICOM BERHADANNUAL REPORT 2017
The majestic Banyan tree has been chosen to represent the core values of DRB-HICOM Berhad (“DRB-HICOM”). Well-known for its commanding
presence and certainly resilience, the oldest Banyan in India has been recorded to be over 200 years old. The tree is also known for its strength and
ability to reproduce aerial roots that finds its way down to strengthen its core. This reflects DRB-HICOM’s key characteristics of consistently adding value through diversifying its activities, branching out into new revenue sources while at the same
time strengthening its core.
Just like the Banyan tree, DRB-HICOM has withstood challenges and is time-tested. The tree’s rich historical value bodes well with the Group’s business practice
which has persisted over 107 years. Like the strong branches of the Banyan, DRB-HICOM is strengthened by over 80 operating companies, which employ an
estimated 60,000 talents; cultivating opportunities especially in its core business industries. The creative concept is adapted throughout this annual report.
1DRB-HICOM BERHADANNUAL REPORT 2017
CON
TEN
T
Highlights4 Notice of Annual General Meeting
9 Statement Accompanying theNotice of Annual General Meeting
Perspective96 Chairman’s Foreword
100 Management Discussion and Analysis (MD&A)
110 Automotive Sector
124 Services and Education Sector
130 Property, Asset and Construction Sector
Key Initiatives134 Human Capital Development
140 Sustainability Report
FinancialStatements162 Directors’ Report
168 Statements of Comprehensive Income
170 Consolidated Statement of Financial Position
172
176
Company Statement of Financial Position
173 Consolidated Statement of Changes in Equity
177
Company Statement of Changes in Equity
182
Statements of Cash Flows
351
Notes to the Financial Statements
Supplementary Information on the Breakdownof Realised and Unrealised Profits
352 Statement by Directors
352 Statutory Declaration
353 Independent Auditors’ Report
RELATEDInformation364 Analysis of Shareholdings
368 Share Performance Chart
369 Material Properties of DRB-HICOM Group
Form of Proxy
CorporateDisclosure12 Vision and Mission
14 Corporate Profile
18 Calendar of Events
26 Financial Calendar
27 Corporate Information
28 Group Corporate Structure
30 Investor Relations
PerformanceReview36 Group 5 Years Financial Highlights
Accountability56 Statement on
Corporate Governance
73 Directors’ Statement on RiskManagement and Internal Control
79 Audit Committee Report
84 Additional Compliance Information
86 Statement of Directors’Responsibility
87 Risk Management
Leadership40 Profile of Directors
46
48
Board of Management
Profile of Key Senior Management
50
Profile of Key Senior Management ofPrincipal Subsidiaries
52 Management Team
4 DRB-HICOM BERHADANNUAL REPORT 2017
NOTICE IS HEREBY GIVEN THAT the Twenty-Seventh Annual General Meeting (“27th AGM”) of DRB-HICOM Berhad (“the Company”) will be held
at Glenmarie Ballroom, Holiday Inn Kuala Lumpur Glenmarie, No. 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul
Ehsan on Wednesday, 30 August 2017 at 9.00 a.m. for the purpose of transacting the following businesses:
ORDINARY BUSINESS
1. ToreceivetheAuditedFinancialStatementsforthefinancialyearended31March2017togetherwiththeReportsoftheDirectorsand
Auditors thereon. (Please refer to Note 1)
2. To approve the declaration of a single tier first and final dividend of 1.0 sen per share in respect of the financial year ended
31 March 2017. (Resolution 1)
3. To re-elect the following Directors who retire by rotation in accordance with Article 79 of the Company’s Constitution and who being
eligible,offeredthemselvesforre-election:
(i) YBhg Dato’ Ibrahim bin Taib (Resolution 2)
(ii) YBhg Datuk Ooi Teik Huat. (Resolution 3)
4. To re-elect YBhg Datuk Idris bin Abdullah, who retires in accordance with Article 85 of the Company’s Constitution and who being
eligible,offeredhimselfforre-election. (Resolution 4)
5. To approve the payment of Directors’ fees of RM744,570 to the Non-Executive Directors in respect of the financial year ended
31 March 2017. (Resolution 5)
6. To approve the payment of Directors’ fees to the Non-Executive Directors for an amount of up to RM959,000 from 1 April 2017 until
the conclusion of the next Annual General Meeting of the Company. (Resolution 6)
7. Toapprovethepaymentofbenefits (excludingDirectors’ fees)totheNon-ExecutiveDirectorsforanamountofuptoRM2,800,000
from 31 January 2017 until the conclusion of the next Annual General Meeting of the Company. (Resolution 7)
8. Tore-appointMessrsErnst&YoungasAuditorsoftheCompanyforthefinancialyearending31March2018andtoauthorisetheBoard
ofDirectorstofixtheirremuneration. (Resolution 8)
NOTICE OF ANNUAL
5DRB-HICOM BERHADANNUAL REPORT 2017
SPECIAL BUSINESS
Toconsiderandifthoughtfit,topassthefollowingOrdinaryResolution,withorwithoutanymodifications:
9. ContinuationinofficeasIndependentNon-ExecutiveDirector
“THAT subject to the passing of Resolution 3, approval be and is hereby given to YBhg Datuk Ooi Teik Huat, who will reach the nine (9)
years tenure as an Independent Non-Executive Director on 1 November 2017, to continue to act as the Senior Independent
Non-Executive Director of the Company until the conclusion of the next Annual General Meeting in accordance with the Malaysian Code
on Corporate Governance.” (Resolution 9)
10. To transact any other business of which due notice shall have been given in accordance with the Companies Act 2016 and the
Company’s Constitution.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS ALSOHEREBYGIVEN THAT the single tier first and final dividendof 1.0 sen per share in respect of the financial year ended
31 March 2017, if approved by the shareholders at the 27th AGM, will be paid on 3 October 2017 to the shareholders whose names appear in
the Record of Depositors of the Company at the close of business on 12 September 2017.
A depositor shall qualify for entitlement to the dividend only in respect of:
(a) shares deposited into the depositor’s securities account before 12.30 p.m. on 8 September 2017 in respect of shares which are exempted from mandatory deposit;
(b) shares transferred into the depositor’s securities account before 4.00 p.m. on 12 September 2017 in respect of ordinary transfers; and
(c) shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.
BY ORDER OF THE BOARD
DATO’ CAROL CHAN CHOY LIN (MIA 3930)Company Secretary
Shah Alam, Selangor Darul Ehsan
31 July 2017
6 DRB-HICOM BERHADANNUAL REPORT 2017
NOTES:
1. Audited Financial Statements
This agenda item is meant for discussion only as the provision of
Section 340(1)(a) of the Companies Act 2016 (“Act”) does not require
the Audited Financial Statements to be formally approved by the
shareholders. Hence, this item is not put forward for voting.
2. Re-election of Directors
Article 79 of the Company’s Constitution provides that at the
Annual General Meeting (“AGM”) of the Company, one-third (1/3) or the
number nearest to one-third (1/3) of the Directors for the time
being, shall retire from office so that all the Directors shall retire
fromofficeonceatleastineverythree(3)years.Article80provides
that a retiring Director shall be eligible for re-election.
Article 85 of the Company’s Constitution provides that any Director
appointedduringtheyearshallholdofficeonlyuntilthenextAGM,
and shall then be eligible for re-election.
The Directors who are subject to re-election at the 27th AGM of the
Company are as follows:
(a) Article 79 - Retirement by rotation
(i) YBhg Dato’ Ibrahim bin Taib
(ii) YBhg Datuk Ooi Teik Huat
(b) Article 85 – Retirement by casual vacancy
YBhg Datuk Idris bin Abdullah (Appointed on 1 January 2017)
All Directors standing for re-election as Directors and being eligible,
have offered themselves for re-election at the 27th AGM of the
Company.
The Board through the Nomination and Remuneration Committee
(“NRC”) had considered the eligibility and suitability of the Directors
who are subject to re-election in accordance with Articles 79 and
85 of the Company’s Constitution. The Board is of the opinion
that the Directors meet the criteria of character, skill, experience,
integrity,competenceandtimecommitmenttoeffectivelydischarge
their roles as Directors and has recommended for the shareholders’
approval, the re-election of the said Directors at the 27th AGM of the
Company.
In addition, the NRC had assessed and the Board had endorsed that
the Independent Directors who are seeking for re-election at the
27th AGM of the Company comply with the independence criteria
prescribed in the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad and that they have remained
independent in exercising their objective judgement in carrying out
their duties as Independent Directors.
3. Directors’feesandbenefits
With the enforcement of the Act effective 31 January 2017,
Section 230(1)(b) of the Act provides that the fees of the directors
andanybenefitspayabletothedirectorsofalistedcompanyandits
subsidiaries shall be approved at a general meeting. Accordingly, the
Company is seeking the shareholders’ approval at the 27th AGM on the
following resolutions:
(a) Resolution 5 - Payment of Directors’ fees to Non-Executive
Directors(“NEDs”)inrespectofthefinancialyearended(“FYE”)
31 March 2017 (12 months)
The total Directors’ fees of RM744,570 (12 months) is inclusive
of the annual fees to the NEDs as members of the Board and
Board Committees as well as the pro-rated fees to the former
and newly appointed NEDs of the Company for FYE 31 March
2017.
The annual Directors’ fees structure for FYE 31 March 2017 has
remained unchanged as per the preceding FYE 31 March 2016
as follows:
(b) Resolution 6 - Payment of Directors’ fees to NEDs from 1 April
2017 until the conclusion of the next AGM of the Company to
be held by September 2018 pursuant to the Act (18 months)
10,000
Board
Chairman RM140,000 RM17,000 RM10,000
RM8,000
Other Benefits
Monthly Allowance
Description of Benefits
Meeting Allowance per meeting
RM8,000
RM10,000
RM12,000RM90,000EachMember
AuditCommittee
NRCBoard Risk &
SustainabilityCommittee
• RM100,000 for Non-Executive Chairman • RM5,000 for NED who sits on the Board of a subsidiary company
• Board and other Board Committees of DRB-HICOM and general meetings - RM1,500
• Audit Committee - RM3,000
• Board of subsidiary - RM500
Medical benefits for NEDs and leave passage for the Non-Executive Chairman
7DRB-HICOM BERHADANNUAL REPORT 2017
The proposed Directors’ fees for an estimated amount of up
to RM959,000 to the NEDs from 1 April 2017 until the conclusion
of the next AGM of the Company (18 months) is based on
the existing fees structure as shown in Item 3(a) above.
The Board also took into consideration the potential increase
in the required number of Board members in compliance with
the recommendation of the Malaysian Code on Corporate
Governance (“MCCG”) which stipulates that for large companies,
the Board should comprise a majority of independent directors.
(c) Resolution 7 - Payment of benefits to NEDs from 31 January
2017 until the conclusion of the next AGM of the Company to
be held by September 2018 pursuant to the Act (20 months)
TheDirectors’benefits(excludingDirectors’fees)payabletothe
NEDs by the Company and its subsidiaries for an estimated
amount of up to RM2,800,000 for the 20 months
comprise the following:
The Group Managing Director does not receive any
Directors’ benefits. The monthly allowance and leave
passage accorded to the Non-Executive Chairman is for his
role and responsibilities as the Advisor of DRB-HICOM and
its key group companies in all matters concerning the
interests and business of the Group, including overall
stakeholder management particularly the governmental
and regulatory authorities and customers.
10,000
Board
Chairman RM140,000 RM17,000 RM10,000
RM8,000
Other Benefits
Monthly Allowance
Description of Benefits
Meeting Allowance per meeting
RM8,000
RM10,000
RM12,000RM90,000EachMember
AuditCommittee
NRCBoard Risk &
SustainabilityCommittee
• RM100,000 for Non-Executive Chairman • RM5,000 for NED who sits on the Board of a subsidiary company
• Board and other Board Committees of DRB-HICOM and general meetings - RM1,500
• Audit Committee - RM3,000
• Board of subsidiary - RM500
Medical benefits for NEDs and leave passage for the Non-Executive Chairman
In determining the estimated total amount of benefits
payable to the NEDs of the Company, the Board had
considered various factors including the number of
scheduled meetings for the Board, Board Committees,
Board of subsidiary and general meetings as well as the
number of NEDs involved in these meetings. The Board
also took into consideration the potential increase in the
required number of Board members in compliance with
the MCCG.
The proposed Resolutions 6 and 7, if passed, will give authority to
theCompanytopaytheDirectors’feesandbenefitsonaquarterly/
monthly basis and/or as and when incurred based on the present
Directors’feesandbenefitsstructure,sincetheNEDshavedischarged
their responsibilities and rendered their services to the Company and
its subsidiaries throughout the period.
4. Continuation in office as Independent Non-Executive Director
Practice 4.2 of the MCCG provides that shareholders’ approval can
be sought in the event that the Company intends for an independent
director who has served in that capacity for more than nine (9) years,
to continue to act as Independent Director of the Company.
The Board is recommending to the shareholders for YBhg Datuk Ooi
Teik Huat, who will reach the nine (9) years tenure as an Independent
Non-Executive Director on 1 November 2017, to continue to act as
the Senior Independent Non-Executive Director of the Company. The
Board through the NRC had assessed and endorsed that YBhg Datuk
Ooi Teik Huat be retained as the Senior Independent Non-Executive
Director of the Company as he has continued to display high level of
integrity and is objective in his judgement and decision making in the
best interest of the Company, shareholders and stakeholders and is
abletoexpressunbiasedviewswithoutanyinfluence.Thedetailed
justificationsoftheBoardformakingsuchrecommendationareset
out in the Annual Report 2017 of the Company.
5. Re-appointmentofAuditors
The Board through the Audit Committee had assessed the suitability
and independence of the external auditors, Messrs Ernst & Young
(“EY”) and the Board is satisfied that EY is suitably qualified for
re-appointment as Auditors of the Company and recommended
8 DRB-HICOM BERHADANNUAL REPORT 2017
the same for the shareholders’ approval at the 27th AGM of the
Company.
6. Proxy
(a) A member entitled to attend the meeting may appoint not
more than two (2) proxies who may but need not be a member
of the Company.
(b) Where a member of the Company is an authorised nominee,
asdefinedundertheSecurities Industry (CentralDepositories)
Act 1991, it may appoint not more than two (2) proxies in
respect of each securities account it holds to which ordinary
shares in the Company are credited.
(c) For an exempt authorised nominee which holds ordinary
sharesintheCompanyformultiplebeneficialownersinone(1)
securities account (omnibus account), there is no limit to the
number of proxies which the exempt authorised nominee may
appoint in respect of each omnibus account it holds.
(d) The instrument appointing a proxy shall be in writing under the
hand of the appointor or his attorney duly authorised in writing
or, if the appointor is a corporation, either under its common
sealorunderthehandofanofficerorattorneydulyauthorised
in writing.
(e) Where a member/an authorised nominee/an exempt
authorised nominee appoints proxies, the proportion of
shareholdings to be represented by each proxy must be
specified in the instrumentappointingtheproxies. If the form
of proxy is returned without an indication as to how the proxy
shall vote on any particular matter, the proxy may exercise
his/her discretion as to whether to vote on such matter and if so,
how.
(f) A proxy appointed to attend and vote at the meeting shall have
the same rights as the member to speak at the meeting. The
lodging of a form of proxy does not preclude a member from
attending and voting in person at the meeting should the
member subsequently decide to do so.
(g) The instrument appointing a proxy together with the power
of attorney or other authority, if any, under which it is signed or
acertifiedcopythereof,shallbedepositedat theofficeof the
Share Registrar, Symphony Share Registrars Sdn. Bhd., Level 6,
Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46,
47301 Petaling Jaya, Selangor Darul Ehsan (Tel: 03-7849 0777)
not less than forty-eight (48) hours before the time set for
holding this meeting or adjourned meeting, or in the case of a
poll, not less than twenty-four (24) hours before the time
appointed for the taking of a poll, and in default the instrument
of proxy shall not be treated as valid.
7. GeneralMeetingRecordofDepositors
For the purpose of determining a member who shall be entitled to attend the 27th AGM, the Company shall be requesting Bursa Malaysia
Depository Sdn. Bhd. to issue a General Meeting Record of Depositors as at 23 August 2017. Only a depositor whose name appears therein
shall be entitled to attend the 27th AGM or appoint a proxy(ies) to attend and vote on such depositor’s behalf.
9DRB-HICOM BERHADANNUAL REPORT 2017
No notice in writing has been received by the Company nominating any candidate for election as Director at the 27th AGM of the Company.
The Directors who are due for retirement and seeking for re-election pursuant to the Company’s Constitution are as set out in the Notice of
27th AGM.
(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)
12 DRB-HICOM BERHADANNUAL REPORT 2017
To lead in the growth of the nation in the areas of DRB-HICOM’s core businesses
To be number 1 and to continuously excel in all that we do
MProvides employment for an estimated
60,000people 12.06Property, Asset & Construction
13DRB-HICOM BERHADANNUAL REPORT 2017
MProvides employment for an estimated
60,000people 12.06Property, Asset & Construction
14 DRB-HICOM BERHADANNUAL REPORT 2017
CORPORATEprofile
A Brief History
HICOM Holdings Berhad (“HHB”) traces its beginnings back to 1910
when it was initially incorporated as an investment holding company;
The New Serendah Rubber Company Limited (“TNSRC”), involved
primarily in cultivating rubber and palm oil in four estates:
Serendah and Connemara estates in Selangor, Bukit Keledek estate
in Negeri Sembilan and Asahi estate in Johor. In December 1993, the
company changed its name to HICOM Holdings Berhad (“HHB”) and
acquired the entire issued and paid-up share capital of HICOM Berhad
(from the Ministry of Finance) and its employees via a corporate
restructuring exercise.
HICOM Berhad (“HICOM”) itself was incorporated on 27 November
1980 under the name of The Heavy Industries Corporation of
Malaysia Berhad – and it was established as an investment holding
companyprincipallyengagedintheidentification,initiation,planning,
implementation andmanagement of projects in the field of heavy
industries. Since its inception, HICOM has been instrumental in
leading the nation’s drive towards industrialisation. Among its
major achievements was the development of the National Car
Project via Perusahaan Otomobil Nasional Sdn. Bhd. (“PROTON”).
Other strategic projects included manufacturing of non-national
motorcycles, general purpose engines, foundry works and
machining, diecasting, industrial estates including golf resort
development and even cement production.
In 1991, its name was changed to HICOM Berhad. At that time, it
was 95.8% owned by the Malaysian Government with the remaining
shares held by HICOM’s employees via the Employees’ Share Option
Scheme.
Diversified Resources Berhad (“DRB”) was initially incorporated on
28 August 1990 as a private limited company under the name of
Peerless Assets Sdn. Bhd. On 3 August 1991, it changed its name to
Peerless Assets Berhad upon its conversion into a public company,
and then again DRB on 19 September 1991. In September 1992,
DRB acquired Imatex Berhad and Automotive Corporation
(Malaysia) Sdn. Bhd. via a share exchange exercise. On
4 September 1992, DRB was listed on the main board of KLSE.
15DRB-HICOM BERHADANNUAL REPORT 2017
DRB merged with HICOM in 1996, following a series of restructuring
and rationalisation exercise of several companies within the Group.
The newly structured company formed a diversified group with
interests ranging from the assembly, manufacturing and distribution
of motor vehicles, trading in spare parts to property development.
DRB-HICOM assumed its present name on 11 May 2000.
DRB-HICOM Today
Today, we are one of the largest conglomerates in Malaysia with a
market capitalisation of RM2.707 billion, and an estimated 60,000
employees globally, engaged principally in the Automotive, Services
& Education, and Property businesses.
DRB-HICOM (“or the Group”) has experienced extensive growth since
the millennial merger to become the only corporation in the country
involved in the entire automotive value ecosystem, as well as the
only organisation nationwide that provides end-to-end logistics
services, Islamic banking, vehicle inspection, waste management
and automotive industry-related tertiary education as well as
vocational training. In the property market, it has built a strong
reputation for quality developments under the Glenmarie brand.
DRB-HICOM’s automotive expertise lies in manufacturing,
assembly, inspection, distribution, sales and after-sales service
for private and commercial vehicles, motorcycles, defence vehicles
and also customised vehicles such as buses, police vehicles and
garbage compactors. In 2010, the Group added car rental and leasing
services into its portfolio under the internationally acclaimed car
rental brand, Avis.
The Group owns the national car brand, PROTON, which has
undergone a turnaround resulting in the recent entry of Zhejiang
Geely Holding Group Co., Ltd. (“Geely Holding”), a leading global
automotive manufacturer based in China, as its strategic foreign
partner. A Definitive Agreement was signed on 23 June 2017 for
Geely Holding to take 49.9% equity in PROTON Holdings Berhad.
PROTON has manufacturing plants in Shah Alam, Selangor and
Tanjung Malim, Perak with production capacities of 230,000 and
200,000 vehicles per annum respectively. They also own one
of the biggest sheet-metal stamping plants in Southeast Asia,
located at the Glenmarie industrial zone. In addition, the Group owns
a world-class manufacturing and assembly complex in Pekan,
Pahang with a production capacity of 100,000 vehicles a year, where
several Mercedes-Benz and Volkswagen models are assembled.
DRB-HICOM also manufactures and assembles motorcycles at
its plant in Gurun, Kedah, under the national motorcycle brand
MODENAS.
16 DRB-HICOM BERHADANNUAL REPORT 2017
Supporting its own assembly and manufacturing lines as well
as those of other local and international car manufacturers are
12 Tier one vendors that produce original equipment
manufacturer (“OEM”) parts. Together, these vendors ensure the
Group’s ability to cater to any complex precision-engineering needs.
DRB-HICOM has 13 companies under its banner that
assemble/manufacture and distribute various local and
foreign-manufactured motorcycles, cars and speciality vehicles,
and provide after-sales service, as well as offering logistics and
leasing services. Among the marques that are assembled and
subsequently distributed are Honda, Mitsubishi and Isuzu. The
Group is also an authorised dealer for, among others, Audi, VW,
Mitsubishi and Isuzu; and has exclusive distributorship rights
in Malaysia for TATA vehicles and Jeep suburban utility
vehicles (“SUVs”).
The Group has made a name for itself in the defence sector
through DRB-HICOM Defence Technologies Sdn. Bhd. (“DEFTECH”),
which has set the bar in designing, developing, manufacturing
and supplying armoured and logistics vehicles for domestic and
foreign military and homeland security use, in addition to providing
customised vehicles for hospitals, and other commercial
transportation vehicles.
In November 2013, DRB-HICOM acquired Composites Technology
Research Malaysia Sdn. Bhd. (“CTRM”) from the Ministry of
Finance Incorporated, which marked DRB-HICOM’s entry into
the aerospace manufacturing industry. The company has
established itself as a centre of excellence for composite
aerostructures, supplying top global aerospace companies and
aircraft manufacturers including Airbus and Boeing. CTRM is the
only company in Asia with 12 autoclaves housed under a single
plant, located in Batu Berendam, Melaka. Together with six other
subsidiaries, CTRM’s expertise spans the commercial and military
aerospace-and-non-aerospace, general aviation and defence
industries.
DRB-HICOM’s logistics business comprises Pos Malaysia Berhad
(“Pos Malaysia”) Group which, apart from Pos Malaysia, includes
Pos Aviation Sdn. Bhd. (formerly known as KL Airport
Services Sdn. Bhd.), Pos Logistics Berhad (formerly known as
Konsortium Logistik Berhad) and Pos Asia Cargo Express Sdn.
Bhd. (formerly known as DRB-HICOM Asia Cargo Express Sdn.
Bhd.); as well as DRB-HICOM Auto Solutions Sdn. Bhd. (“DHAS”).
Through these two groups of companies, the Group boasts a
total of 1.78 million square feet of warehousing capacity and two
Boeing 737-400 freighters for cargo transport. The Group’s
consolidation of its logistics operations under Pos Malaysia
17DRB-HICOM BERHADANNUAL REPORT 2017
(excluding DHAS) serves to enhance synergies, allowing
DRB-HICOM to increase its presence in the ever-growing
e-Commerce sector.
Solid waste management services are provided by Alam
Flora Sdn. Bhd., the country’s leading environmental
management company, currently serving 13 local authorities.
Dedicated to helping communities manage and reduce waste
with minimal environmental impact, its subsidiary DRB-HICOM
Environmental Services Sdn. Bhd. (“DHES”) provides integrated
facilities management (“FM”) focusing on efficient energy and
water consumption in buildings, as well as recycling efforts.
Vehicles inspection is carried out by PUSPAKOM Sdn. Bhd., the
sole commercial vehicle inspection company in Malaysia. In
addition to its core business that falls under a concession with
the Government, PUSPAKOM has expanded its service offerings
to include Hire Purchase Inspection (“HPI”) and Voluntary Vehicle
Inspection (“VVI”).
Bank Muamalat Malaysia Berhad completes the Services portfolio,
with the provision of Islamic banking products and services
to the community regardless of race or religious beliefs.
Established in 1999 from the merger of Bank Bumiputra Malaysia
Berhad, Bank of Commerce Berhad and BBMB Kewangan, it has
the distinction of being the second full-fledged Islamic bank in
Malaysia. Bank Muamalat operates 62 branches across the country.
The Group’s Education division caters specifically to the human
capital needs of the automotive industry, primarily through
DRB-HICOM University of Automotive Malaysia (“DRB-HICOM
U”) located in Pekan, and Akademi Saga, in Shah Alam, Selangor.
DRB-HICOM U, now in its seventh year, is the only university in ASEAN
toofferhome-grownBachelor’s,Master’sandDoctoralprogrammes
relating to the automotive ecosystem, in addition to business and
managementcoursessuchasfinanceandaccounting.Invocational
training, Akademi Saga was established in 1991 to support the
needs of PROTON and other players in the automotive sector with
a full range of diplomas, certificates and short courses related to
automotive mechanics.
In the property market, DRB-HICOM is not only a trusted name in
the development of residential, commercial, industrial, hospitality
and integrated township projects, but is also involved in asset
management, construction and the hospitality and leisure business.
Glenmarie Properties Sdn. Bhd. is well-known for its
lifestyle-oriented homes and other iconic developments carrying
the Glenmarie name in Shah Alam and Klang, Selangor, as well
asMount Austin, in Johor. Itwas the first to develop the riverside
gated resort-styled residential development, Glenmarie Cove in
Selangor; and thefirst topresentan integrated recreational resort
marina, the Vivanta by Taj in Langkawi. Another property arm,
Proton City Development Corporation Sdn. Bhd., is responsible
for bringing to life Proton City, a 4,000-acre township in Mualim,
Perak, located near the PROTON plant in Tanjung Malim.
The Group also owns 51% of Media City Ventures Sdn. Bhd.
(“MCVSB”), which has been awarded a 23-year government concession
to set up new broadcasting facilities and infrastructure on
Angkasapuri’s 15.72-acre premises. Through its fully-owned
subsidiary Northern Gateway Sdn. Bhd., DRB-HICOM has
entered into a Concession Agreement with the Government for
the development of the Integrated Immigration Custom,
Quarantine and Security (“ICQS”) complex in Bukit Kayu
Hitam, Kedah.
Hospitality and leisure assets managed by the Group include
the Holiday Inn Kuala Lumpur Glenmarie, Vivanta by Taj in
Langkawi, and the Glenmarie Golf and Country Club, in Shah Alam.
18 DRB-HICOM BERHADANNUAL REPORT 2017
CALENDAR OFevents2016 – 2017
APRIL 2016
DEFENCE SERVICES ASIA (“DSA”) 2016DRB-HICOM Defence Technologies Sdn. Bhd. (“DEFTECH”) participated in the DSA 2016 which provided an opportunity to showcase its range of products and services. At the event, YAB Dato’ Sri Mohd Najib bin Tun Haji Abdul Razak, Prime Minister of Malaysia officiated the naming of the 4x4 HighMobility Armoured Vehicle, LIPANBARA. In another separate function, DEFTECH also signed four agreements valued at more than RM191 million which was witnessed by YB Datuk Seri Hishammuddin Tun Hussein, the Minister of Defence.
LAUNCH OF VOLKSWAGEN SEMENYIHHICOM Auto Sdn. Bhd. marked another milestone with the launch of its very own 3S centre in Semenyih. With a built-up area of 34,030 square feet covering two floors, the 3S centrefeatures a showroom that is able tofit eightVolkswagen cars,and a customer lounge. The well-equipped service centre has a totalof11servicebays.ThelaunchwasofficiatedbyYBhgDato’Abdul Harith Abdullah, Chief Operating Officer, AutomotiveDistribution and Manufacturing & Engineering, DRB-HICOM Berhad and Mr Armin Keller, Managing Director of Volkswagen Group Malaysia.
MAJLIS ANUGERAH KECEMERLANGAN PT3, SPM & STPM 2015For the 8th year, an event was held to recognise children of Warga DRB-HICOM who had excelled in the 2015 national examinations. Every year, the number of recipients has increased and during the ceremony, a total of 286 well-deserving students with a minimum of 7 A’s for PT3, 7 A’s for SPM and 3 A’s for STPM received the award.
SIGNING OF MEMORANDUM OF UNDERSTANDING (“MOU”) WITH KEMENTERIAN BELIA DAN SUKAN (“KBS”)Two of DRB-HICOM subsidiaries, KL Airport Services Sdn. Bhd. and Composites Technology Research Malaysia Sdn. Bhd. signed an MoU with KBS to provide industrial training placement for Institut Kemahiran Belia Negara (“IKBN”) students. The ceremony was graced by YB Khairy Jamaluddin, Minister of Youth and Sports.
MAY 2016
18 – 21 23
2421
19DRB-HICOM BERHADANNUAL REPORT 2017
PROTON UNVEILS THE NEW PERDANAThe unveiling marks PROTON’s re-entry into the D-segment market with the 2.0 and 2.4 variants, featuring a sophisticated yet sporty executive sedan. The new Perdana was unveiled by YAB Dato’ Sri Mohd Najib bin Tun Hj Abdul Razak, Prime Minister of Malaysia, accompanied by YBhg Dato’ Sri Syed Faisal Albar, Chairman of PROTON and YBhg Dato’ Ahmad Fuaad Kenali, Chief ExecutiveOfficerofPROTON.
BUBUR LAMBUK FOR THE COMMUNITYSahabat DRB-HICOM ushered in the holy month of Ramadhan, cooking 10 large pots of Bubur Lambuk. The volunteers worked together to complete the dish by the afternoon and packed it for distribution to more than 3,000 Warga DRB-HICOM and neighbouring communities in Glenmarie and Shah Alam.
RAYA AUTOFESTThe DRB-HICOM Autofest returned with a festivities twist; with theRayaAutofestedition.Exclusivedealswereofferedonbrandnew and pre-loved cars. More than 5,000 visitors joined in the fun and exciting programmes. Participating brands included, PROTON, Lotus, Jeep, Audi, Honda, Volkswagen, Mitsubishi, TATA, Isuzu and MODENAS.
IFTAR WARGA DRB-HICOMDRB-HICOM held its annual Iftar at Holiday Inn Kuala Lumpur Glenmarie, gathering more than 1,000 Warga DRB-HICOM and their family members. The attendees enjoyed the feast served and were all smiles during the much awaited Duit Raya handover ceremony for the children.
JUNE 2016
14
16
18 –19
25
20 DRB-HICOM BERHADANNUAL REPORT 2017
PATIENT BEDS FOR HAJ PILGRIMAGEAs a participant of the Sahabat Tabung Haji corporatevolunteerism programme, DRB-HICOM contributed 25 patientbeds for usage during the Haj Pilgrimage 1437H. The contributionwas handed over to YAB Dato’ Sri Mohd Najib bin Tun Haji AbdulRazak, Prime Minister of Malaysia.
JULY 2016
AIDILFITRI WITH WARGA AL-FIKRAHFestivities are about sharing the merriment and Aidilfitri wasmade more meaningful when Sahabat DRB-HICOM spent their day with the golden citizens of Pusat Jagaan Al-Fikrah in Kajang. The residents were fed and entertained by the volunteers. At the event, DRB-HICOM also handed a contribution to cover the daily operations of the home.
MANGROVE RESTORATION PROGRAMMEA total of 39 Sahabat DRB-HICOM volunteers went back to nature at the Mangrove Restoration Programme held at Kuala Selangor National Park. The programme was organised to raise awareness on environmental issues and instil a love for natureamongourWarga.Italsosignifiesoursmallsteptowardsminimising our carbon footprint and provides an avenue for our Warga DRB-HICOM to learn more about Malaysia’s coastal environment and its flora and fauna. Over 350 saplings wereplanted along the coastline of Kuala Selangor National Park which is managed by the Malaysian Nature Society.
DRB-HICOM UNIVERSITY INKS AN MOU WITH UNIVERSITY OF MASSACHUSETTS DARMOUTHThe signing of an MoU between both parties allows cooperation and opportunities on Academic Programme for Student Exchange and Research Programmes. The signing was witnessed by YBhg Brig. Gen. (K) Tan Sri Dato’ Sri (Dr) Haji Mohd Khamil bin Jamil, Chairman of DRB-HICOM Berhad.
AUGUST 2016
20
26
6
17
21DRB-HICOM BERHADANNUAL REPORT 2017
SEPTEMBER 2016
PROTON UNVEILS THE SECOND GENERATION PERSONAThe unveiling was graced by YB Dato’ Sri Mustapa Mohamed, Ministerof International Tradeand Industry. ThefirstPersonawas introduced in 2007, the all-new 2nd Generation Persona ispoweredbyamoreefficient1.6LVVTengineand is thefirstPROTON car that is supported by ECO Drive Assist.
DRB-HICOM AND PROTON PRESENTS CARS TO MALAYSIAN OLYMPIC MEDALLISTS OF RIO 2016 In appreciation of the achievements recorded by the Malaysian Olympic team, DRB-HICOM and PROTON presented eight cars to the nation’s heroes who won Olympic medals for the country. The event was graced by YB Khairy Jamaluddin, accompanied by Chef-de-Mission of the Malaysian Olympic Contingent, YBhg Tan Sri Mohamed Al-Amin Abdul Majid.
PROTON UNVEILS ITS THIRD GENERATION SAGA First introduced in 1985, the people’s car, Proton Saga has evolved into a modern, contemporary and exciting new look in 2016. The event was graced by YB Khairy Jamaluddin, Minister of Youth and Sports.
23
14
28
DRB-HICOM 26TH ANNUAL GENERAL MEETING & EXTRAORDINARY GENERAL MEETING The 26th Annual General Meeting and Extraordinary General Meeting was held at the Holiday Inn Kuala Lumpur Glenmarie. The meeting was attended by a total of 1,700 shareholders.
29
22 DRB-HICOM BERHADANNUAL REPORT 2017
DRB-HICOM PRESENTS UMRAH PACKAGES TO MALAYSIAN PARALYMPIC MEDALLISTS OF RIO 2016DRB-HICOM presented Umrah Packages for the medallists and their parents. Gold medallists Mohamad Ridzuan Mohd Puzi, Muhammad Ziyad Zolkefli and Abdul Latif Romly; and bronzemedallist Siti Noor Radiah Ismail were present to receive their rewards.
17
DEEPAVALI CELEBRATION AT SJKT LADANG GLENMARIEOnce again, the merriment of festivities were shared and this time with 70 students of SJKT Ladang Glenmarie. The students were entertained by our Sahabat DRB-HICOM volunteers and enjoyed balloon sculpting, face painting and many more activities thatwereorganised.Anarrayofvegetarianbuffetspreadwascatered for the event.
PROTON WRAPS UP 2016 WITH LAUNCH OF ERTIGAProtonErtigaisthefourthandfinalmodellaunchedbyPROTONfor the year and was launched by YBhg Brig. Gen. (K) Tan Sri Dato’ Sri (Dr) Haji Mohd Khamil bin Jamil, Chairman of DRB-HICOM Berhad. Ertiga is the first model introduced though PROTON’scollaboration with Suzuki Motor Corporation Japan.
NOVEMBER 2016
OCTOBER 2016
7
24
MODENAS LAUNCHES THREE NEW MODELSMODENASmarkedasignificantmilestonewiththe introductionof the all-new Modenas Karisma and Elegan 250 scooters and KYMCO Downtown 250i. The Karisma and Elegan were fruits of the partnership between Modenas and KYMCO. They were launched by YBhg Brig. Gen. (K) Tan Sri Dato’ Sri (Dr) Haji Mohd Khamil bin Jamil, Chairman of DRB-HICOM Berhad.
25
23DRB-HICOM BERHADANNUAL REPORT 2017
BACK-TO-SCHOOL PROGRAMMEDRB-HICOM provided some financial aid to 169 children ofWarga DRB-HICOM whose parents’ earned less than RM3,000 a month. In addition, DRB-HICOM also provided 90 students from theneighbouringSJKTGlenmariewithfinancialaidforthe2017school year.
6
BANK MUAMALAT INKS MOA WITH DRB-HICOM UNIVERSITYThe signing of the Memorandum of Agreement between both parties is to jointly develop an Executive Leadership Programme (“ELP”) for Warga Bank Muamalat. The ELP combines DRB-HICOM University’s postgraduate studies with leadership training to produce well-rounded executives, ready to assume leadership positions within Bank Muamalat.
HANDING OVER OF VEHICLES TO PUSAT JAGAAN AL-FIKRAHPROTON handed over an Exora while DRB-HICOM Commercial Vehicle (“DHCV”) handed over a TATA Xenon to Pusat Jagaan Al-Fikrah in Kajang. YBhg Dato’ Mohd Radzaif Mohamed, Deputy Chief Executive Officer of PROTON and Encik Shamsuddin HjIshak, Head Sales Operations of DHCV handed the vehicles to Tuan Haji Azmi Mohd Zain, Chairman of Pusat Jagaan Al-Fikrah.
21
23
DRB-HICOM AUTOFEST The new year was celebrated with the 6th edition of DRB-HICOM Autofest. Discounts of up to RM150,000 for new vehicles were offered,andvisitorsstoodachancetowinacarintheluckydraw.
JANUARY 2017
14 – 15
DECEMBER 2016
24 DRB-HICOM BERHADANNUAL REPORT 2017
CHINESE NEW YEAR CELEBRATION WITH CHILDREN OF PUSAT PENJAGAAN KANAK-KANAK TERENCAT AKAL MELAKACelebration of the lunar year was made more meaningful when our Sahabat DRB-HICOM volunteers visited the home and spent some time entertaining the children. A total of 52 special children, some as young as nine years old were given attention by Sahabat volunteers. Inaddition,DRB-HICOMcontributedsomefinancialaid for the centre. Mr R Farimanalan @ David, Chairman of the home received the cheque from Encik Shamsuddin Mohamed Yusof, Group Chief Operating Officer, Composites TechnologyResearch Malaysia Sdn. Bhd. (“CTRM”).
PRESENTATION OF CERTIFICATES TO DRB-HICOM EMERGENCY ASSISTANCE TEAM (“DHEAT”) DRB-HICOM launched its very own DHEAT team and handed overcertificates to the 19 deserving members of the DHEAT teamcertified by Jabatan Bomba dan Penyelamat Shah Alam. At theevent, DHEAT team demonstrated a few rappelling techniques. YBhg Tuan Azmel Kamaruddin, Ketua Balai, Balai Bomba dan Penyelamat Shah Alam attended the event.
DRB-HICOM UNIVERSITY OF AUTOMOTIVE MALAYSIA 4TH CONVOCATIONThe convocation was graced by Ke Bawah Duli Yang Maha Mulia Pemangku Raja Pahang, Tengku Mahkota Abdullah Al-Haj Ibni Sultan Haji Ahmad Shah Al-Musta’in Billah. At the ceremony, a total of 440 scrolls were presented to graduates of DRB-HICOM University.
POS MALAYSIA LAUNCHES DIGICERT NEW HEAD OFFICE AND POS LAJU CYBERJAYAThenewPosLajuCyberjayaoutletandDigicertHeadOfficewereofficiatedbyYBDato’ Jailani Johari,DeputyMinister,MinistryofCommunication and Multimedia.
FEBRUARY 2017 MARCH 2017
6
17
15
25
26 DRB-HICOM BERHADANNUAL REPORT 2017
forthefinancialyearended31March2017
Announcement of UnauditedConsolidated Results
Dividend
Twenty-Seventh Annual GeneralMeeting
First and Final
1st Quarterended
30 June 2016
2nd Quarterended
30 September 2016
3rd Quarterended
31 December 2016
4th Quarterended
31 March 2017
30
31
31 30
12 03
Single tier dividend of sen per share1.0
AUGUST
JULY
JULY AUGUST
SEPTEMBER OCTOBER
2016
2017
2017 2017
2017 2017
NoticeDate
NoticeDate
MeetingDate
EntitlementDate
PaymentDate
29NOVEMBER
2016 28FEBRUARY
2017 30 MAY
2017
FINANCIALcalendar
27DRB-HICOM BERHADANNUAL REPORT 2017
DRB-HICOM BERHADANNUAL REPORT 2017 x
CORPORATE
as at 30 June 2017
Audit Committee Board Risk andSustainability Committee
Nomination andRemuneration Committee
Brigadier General (K) Tan Sri Dato’ Sri (Dr) Haji Mohd Khamil bin JamilChairmanNon-Independent Non-Executive Director
Dato’ Sri Syed Faisal Albar bin Syed A.R. AlbarGroup Managing Director
Dato’ Ibrahim bin TaibIndependent Non-Executive Director
Dato’ Siti Fatimah binti DaudNon-Independent Non-Executive Director
Datuk Ooi Teik HuatSenior Independent Non-Executive Director
Datuk Idris bin Abdullah Independent Non-Executive Director
ChairmanDatuk Ooi Teik Huat
MembersDato’ Ibrahim bin TaibDatuk Idris bin Abdullah
ChairmanDatuk Idris bin Abdullah
MembersDatuk Ooi Teik HuatDato’ Siti Fatimah binti Daud
Dato’ Carol Chan Choy Lin (MIA 3930)
Tel : (03) 2052 7695Fax : (03) 2052 7696E-mail : [email protected]
Level 5, Wisma DRB-HICOMNo. 2, Jalan Usahawan U1/8Seksyen U1, 40150 Shah AlamSelangor Darul Ehsan, Malaysia
Tel : (03) 2052 8000Fax : (03) 2052 8099
www.drb-hicom.com
Abdul Jamil bin JohariHead, Group Internal Audit
Tel : (03) 2052 8962Fax : (03) 2052 8959E-mail : [email protected]
Ernst & Young (AF 0039)Chartered AccountantsLevel 23A, Menara MileniumJalan DamanlelaPusat Bandar Damansara50490 Kuala Lumpur, Malaysia
Tel : (03) 7495 8000Fax : (03) 2095 5332
Bank Muamalat Malaysia BerhadMalayan Banking BerhadRHB Bank BerhadCIMB Bank BerhadAmBank (M) Berhad
Naqiz & PartnersHisham, Sobri & KadirKadir Andri & Partners
Listed on Main Market of Bursa Malaysia Securities BerhadListing Date : 4 September 1992Stock Name : DRBHCOMStock Code : 1619
Tel : (03) 2052 8936/7695
Norli binti DollahManager, Investor Relations
Tel : (03) 2052 8194/8942Fax : (03) 2052 8228E-mail : [email protected]
Symphony Share Registrars Sdn. Bhd.(Company No: 378993-D)
Level 6, Symphony HousePusat Dagangan Dana 1Jalan PJU 1A/46, 47301 Petaling JayaSelangor Darul Ehsan, Malaysia
Tel : (03) 7849 0777Fax : (03) 7841 8151/52E-mail : [email protected]
ChairmanBrigadier General (K) Tan Sri Dato’ Sri (Dr) Haji Mohd Khamil bin Jamil
MembersDatuk Ooi Teik HuatDatuk Idris bin Abdullah
Company Secretary Investor Relations Principal Bankers
Registered Office
Company Website
Share Registrar Principal Solicitors
Internal Audit Auditors AGM Helpdesk
Stock Exchange Listing
as at 30 June 2017
28 DRB-HICOM BERHADANNUAL REPORT 2017
Pos Malaysia Berhad
E.I. : 53.50%
Datapos(M)Sdn. Bhd.
E.I. : 53.50%
HICOM University College Sdn. Bhd.
E.I. : 100%
Pos Digicert Sdn. Bhd.
E.I. : 53.50%
Bank Muamalat Malaysia Berhad
E.I. : 70%
Muamalat Invest Sdn. Bhd.
E.I. : 70%
Muamalat Venture Sdn. Bhd.
E.I. : 70%
Motosikal Dan Enjin Nasional Sdn. Bhd.
E.I. : 81%
Edaran Modenas Sdn. Bhd.
E.I. : 81%
HICOM HoldingsBerhad
E.I. : 100%
DRB-HICOM Auto Solutions Sdn. Bhd.
E.I. : 100%
DRB-HICOM Defence Technologies
Sdn. Bhd.
E.I. : 100%
Honda MalaysiaSdn. Bhd.
E.I. : 34%
Isuzu MalaysiaSdn. Bhd.
E.I. : 48.42%
Defence Services Sdn. Bhd.
E.I. : 100%
CompositesTechnology
Research Malaysia Sdn. Bhd.
E.I. : 96.87%
PUSPAKOM Sdn. Bhd.
E.I. : 100%
CTRM Testing Laboratory Sdn. Bhd.
E.I. : 96.87%
Unmanned Systems Technology
Sdn. Bhd.
E.I. : 96.87%
CTRM Aero Composites
Sdn. Bhd.
E.I. : 96.87%
CTRM Systems Integration Sdn. Bhd.
E.I. : 96.87%
CTRM Aviation Sdn. Bhd.
E.I. : 96.87%
PSHExpressSdn. Bhd.
E.I. : 53.50%
Suzuki Motorcycle Malaysia Sdn. Bhd.
E.I. : 29%
Pos AviationSdn. Bhd.
E.I. : 53.50%
ISUZU HICOM Malaysia Sdn. Bhd.
E.I. : 49%
Pos Ar-RahnuSdn. Bhd.
E.I. : 53.50%
HICOM-YAMAHA Manufacturing
Malaysia Sdn. Bhd.
E.I. : 45%
Pos Asia Cargo ExpressSdn.Bhd.
E.I. : 53.50%
Pos Aviation Engineering
Services Sdn. Bhd.
E.I. : 53.50%
Pos Logistics Berhad
E.I. : 53.50%
HICOM Automotive Manufacturers
(Malaysia) Sdn. Bhd.
E.I. : 100%
HICOM Polymers Industry Sdn. Bhd.
E.I. : 100%
Alam Flora Sdn. Bhd.
E.I. : 97.37%
Edaran Otomobil Nasional Berhad
E.I. : 100%
Automotive Corporation
(Malaysia) Sdn. Bhd.
E.I. : 100%
DRB-HICOM Commercial Vehicles
Sdn. Bhd.
E.I. : 100%
HICOM-Teck See Manufacturing
Malaysia Sdn. Bhd.
E.I. : 51%
HICOM Auto Sdn. Bhd.
E.I. : 100%
DRB-HICOM Environmental
Services Sdn. Bhd.
E.I. : 97.37%
EuromobilSdn. Bhd.
E.I. : 100%
HICOM HBPO Sdn. Bhd.
E.I. : 60%
DRB-HICOM EZ-Drive Sdn. Bhd.
E.I. : 100%
Isuzu Service CenterSdn. Bhd.
E.I. : 73.69%
DiperdanaKontenaSdn. Bhd.
E.I. : 53.50%
KP Asia Auto Logistics
Sdn. Bhd.
E.I. : 53.50%
Cougar Logistics (Malaysia) Sdn. Bhd.
E.I. : 53.50%
WestportDistripark(M) Sdn. Bhd.
E.I. : 53.50%
HICOM Diecastings
Sdn. Bhd.
E.I. : 100%
Mitsubishi Motors MalaysiaSdn. Bhd.
E.I. : 48%
EON Auto MartSdn. Bhd.
E.I. : 100%
DRB-HICOM LeasingSdn. Bhd.
E.I. : 100%
SRT-EON Security Services Sdn. Bhd.
E.I. : 40%
MalaysianShippingAgencies Sdn. Bhd.
E.I. : 53.50%
Konsortium Logistik (Sabah) Sdn. Bhd.
E.I. : 53.50%
Aman Freight (Malaysia) Sdn. Bhd.
E.I. : 53.50%
PNSL Risk Management
Sdn. Bhd.
E.I. : 53.50%
PNSL Berhad
E.I. : 53.50%
Parcel Tankers Malaysia Sdn. Bhd.
E.I. : 27.29%
KP Distribution Services Sdn. Bhd.
E.I. : 53.50%
GROUP CORPORATE structure(operating companies) as at 31 March 2017
29DRB-HICOM BERHADANNUAL REPORT 2017
Note : E.I.DRB-HICOMGroup’sEffectiveInterest
Sectorial
Kindly refer to pages 212 to 236 for the full listing of Group Companies.
Automotive
Services
Property,Asset&Construction
Investment Holding
Joint Ventures
AssociatedCompanies
Proton City DevelopmentCorporation
Sdn. Bhd.
E.I. : 100%
HICOM Berhad
E.I. : 100%
Glenmarie Development
(Pahang) Sdn. Bhd.
E.I. : 100%
PHN IndustrySdn. Bhd.
E.I. : 100%
DRB-HICOM Mechatronics
Sdn. Bhd.
E.I. : 100%
Oriental Summit Industries Sdn. Bhd.
E.I. : 100%
Glenmarie PropertiesSdn. Bhd.
E.I. : 100%
Glenmarie Cove Development
Sdn. Bhd.
E.I. : 100%
Dekad KaliberSdn. Bhd.
E.I. : 100%
Faurecia HICOM Emissions Control Technologies (M)
Sdn. Bhd.
E.I. : 35%
Puncak Permai Sdn. Bhd.
E.I. : 58%
Benua KurniaSdn. Bhd.
E.I. : 100%
Neraca PrismaSdn. Bhd.
E.I. : 100%
HICOM IndunganSdn. Bhd.
E.I. : 100%
Rebak Island Marina Berhad
E.I. : 100%
Horsedale Development
Berhad
E.I. : 70.60%
HICOM-Gamuda Development
Sdn. Bhd.
E.I. : 35.30%
GroupLotusPlc
E.I. : 100%
Beijing Lotus Cars Sales Co., Ltd.
E.I. : 100%
Media City VenturesSdn. Bhd.
E.I. : 51%
Northern Gateway Infrastructure
Sdn. Bhd.
E.I. : 100%
Media City Development
Sdn. Bhd.
E.I. : 51%
PROTON Holdings Berhad
E.I. : 100%
Proton PropertiesSdn. Bhd.
E.I. : 100%
Exedy (Malaysia) Sdn. Bhd.
E.I. : 45%
Perusahan Otomobil Nasional Sdn. Bhd.
E.I. : 100%
Marutech Elastomer Industries Sdn. Bhd.
E.I. : 25%
Proton Tanjung Malim
Sdn. Bhd.
E.I. : 100%
Proton MarketingSdn. Bhd.
E.I. : 100%
Lotus Advance Technologies
Sdn. Bhd.
E.I. : 100%
Proton Edar Sdn. Bhd.
E.I. : 100%
Proton Motors (Thailand)
CompanyLimited
E.I. : 100%
Proton Cars Australia
Pty. Limited
E.I. : 100%
Miyazu (Malaysia) Sdn. Bhd.
E.I. : 66%
Proton Parts CentreSdn. Bhd.
E.I. : 100%
LotusGroupInternational
Limited
E.I. : 100%
SymphonyLotus Limited
E.I. : 100%
EONPropertiesSdn. Bhd.
E.I. : 100%
Proton Commerce Sdn. Bhd.
E.I. : 50%
Lotus Cars MalaysiaSdn. Bhd.
E.I. : 100%
Lotus Lightweight Structures Limited
E.I. : 100%
Lotus Cars Limited
E.I. : 100%
Automotive Conversion Engineering
Sdn. Bhd.
E.I. : 100%
Lotus Holdings Inc.
E.I. : 100%
Lotus Engineering Limited
E.I. : 100%
Lotus Engineering Inc.
E.I. : 100%
Lotus Cars USA Inc.
E.I. : 100%
PT Proton Edar Indonesia
E.I. : 100%
30 DRB-HICOM BERHADANNUAL REPORT 2017
INVESTOR relations
FY2016/17 had been a challenging year for the DRB-HICOM Group. Global policies and political
uncertainties, downward commodity prices, unprecedented hike in the exchange rate and
weakened domestic consumer spending amid subdued economic growth had undeniably
impacted our businesses. Despite these challenges, the Group continued to expand and
enhance our portfolio, especially in the sphere of logistics and aviation operations. As part of
our commitment to strengthen our relationship with the investment community, through our
Investor Relations (“IR”) Department championed by Senior Management, the Group continued
to enhance our engagements to keep the investment community informed on our business
developments, challenges and strategies going forward.
DRB-HICOM’s diversified shareholder base consists of
government agencies, corporate, institutional and private/
retail shareholders. As at 31 March 2017, it had a total
of 38,964 shareholders, with Etika Strategi Sdn. Bhd. and
Lembaga Tabung Haji holding the highest equity at 55.9%
and 5%, respectively. Foreign shareholding registered at
8.8%.
SHAREHOLDER BASE
Shareholding Structure as at 31 March 2017
Note:- 1. Based on DRB-HICOM’s Top 50 Shareholders 2. EPF – Employees Provident Fund 3. LTH – Lembaga Tabung Haji 4. KWAP – Kumpulan Wang Persaraan (Diperbadankan)
55.9%
Etika StrategiSdn. Bhd.
4.7%5.0%
LTH
EPF
3.9%KWAP
8.8%Foreign
21.8%Others
31DRB-HICOM BERHADANNUAL REPORT 2017
For FY2016/17, DRB-HICOM share price traded in line with FBM KLCI performance on the back of feeble economic condition. The share price was closed at RM1.40 on 31 March 2017 with total turnover of RM1,542.8 million and 1,855.8 million shares exchanged hands in FY2016/17 compared to a total turnover of RM619.0 million with 474.3 million shares traded in FY2015/16. The surge in volume traded was mainly derived from the escalating interest in the Group’s businesses despite the challenging economic outlook.
SHARE PERFORMANCE
DRB-HICOM Share Price Performance VS. FBM KLCI FY2017
1.6
1.4
1.2
1
0.8
0.6
0.4
0.2
0
(RM)
(RM) (millions)
(Index)
Apr 16 May 16 Jun 16 Jul 16 Aug 16 Sep 16 Oct 16 Nov 16 Dec 16 Jan 17 Feb 17 Mar 17
1800
1750
1700
1650
1600
1550
1500
3.5
3
2.5
2
1.5
1
0.5
0
2,500
2,000
1,500
1,000
500
0
DRB-HICOMFBM KLCI
Volume Traded (millions) Share Price (RM) Highest Share Price (RM) Lowest
FY2012/13 FY2013/14 FY2014/15 FY2015/16 FY2016/17
Share Price (RM) Highest
Share Price (RM) Lowest
Year Close (RM)
2.79
FY2012/13
2.27
2.53
2.96
FY2013/14
2.38
2.47
2.58
FY2014/15
1.36
1.97
2.00
FY2015/16
0.94
1.02
1.55
FY2016/17
0.78
1.40
Share Price and Volume Traded5 Years Trading Volume &
Highest - Lowest Share Price (Intra-day)
32 DRB-HICOM BERHADANNUAL REPORT 2017
INVESTORS ENGAGEMENT
VariousmethodswereadoptedinIR’seffortstoensurecontinuityinengagingtheinvestmentcommunitywhichincluded:
EventsFirst Quarter FY2016/17Second Quarter FY2016/17Third Quarter FY2016/17Fourth Quarter FY2016/17
Date30 Aug 1629 Nov 1628 Feb 1630 May 17
DRB-HICOM’s 26th Annual General Meeting and Extraordinary General Meeting
Investors MeetingsThere was growing demand for updates on the Group’s quarterly
financial performance, as well as overall corporate and strategic
development from the investment community. The Group had
engaged with more than 100 analysts, fund managers, institutional
investors (existing and potential) through one-on-one or group
meetings, teleconferences, as well as invites to product launches.
Through these engagements, the investment community had
garnered better understanding on DRB-HICOM’s businesses.
Plant VisitsWe conducted a couple of visits to the PROTON Centre of Excellence
in Shah Alam for bondholderswhich included corporate briefings,
tours to the Medium Volume Factory (“MVF”) plant, the Virtual Reality
studio, the passive safety testing lab and we concluded the visits
with PROTON and Lotus cars test drives at the tracks, enabling them
to experience the new and improved quality of PROTON cars. The
visits were organised to provide better understanding especially on
PROTON’s turnaround plans, recent developments, challenges and
strategies moving forward.
Quarterly Financial AnnouncementDRB-HICOM announced its performance results on a quarterly
basis.Respectivequarterfinancialperformanceresultsweremade
available on the Group’s website following the disclosure made to
Bursa Malaysia:
33DRB-HICOM BERHADANNUAL REPORT 2017
Annual General Meeting and Extraordinary General MeetingDRB-HICOM’s 26th Annual General Meeting (“AGM”) and
Extraordinary General Meeting (“EGM”) were held on 29 September
2016 at the Holiday Inn Kuala Lumpur Glenmarie. Both AGM and
EGM provided avenues for shareholders to enquire the Board of
Directors and Senior Management on business-related queries.
The results of all resolutions were presented to those who were in
attendance and the outcome of the AGM and EGM was announced
on the same day via Bursa Malaysia.
Credit Rating Malaysian Rating Corporation Berhad (“MARC”) in September 2016
rated A+IS for DRB-HICOM’s Islamic Medium-Term Notes (“IMTN”)
Programme of up to RM1.8 billion and A-IS for Perpetual Sukuk
Musharakah Programme (“Perpetual Sukuk”) of up to RM2.0 billion
with“Stable”overalloutlookinviewofourcreditprofileandmetrics
supported bymoderately diversified earning streams amidst the
challenging economic condition.
WebpageIn line with the Group’s diligent efforts to make available
up-to-date information on our business and performance to
all market participants, our latest quarterly financial results,
announcements and disclosure are posted on our corporate
website at www.drb-hicom.com as per Bursa Malaysia
requirements. Our website also contains annual reports, press
releasesandhistoricalcorporateandfinancialinformationforeasy
accessibility.
RETURN TO SHAREHOLDERS
We reiterate our dividend commitment through the dividend policy
statement as approved by the Board of Directors as follows:
“It is the Group’s intention to create value for shareholders
through a sustainable dividend policy. In line with this, the Board
acknowledges the importance of rewarding shareholders with a
stable dividend and to sustainably grow dividend over time.
Considering the Group is currently undertaking major investments,
the dividend payout target will be between 20% and 30% of the
operational net profit. The dividend policy shall be reviewed by
the Board periodically. In determining the annual dividend level,
the Board will take into consideration the availability of cash,
retained earnings, operating cash flow requirements, business
prospect,futurecapitalexpenditure,investmentplanandfinancing
requirements. The Board will ensure a good balance sheet
management with gearing kept at manageable level.”
CapitalMarketFeedbackDRB-HICOM recognises that feedback from the investment
community is vital to meeting the information needs and improving
relationships. As such, any constructive feedback and ideas can be
directed to the IR Department at [email protected].
36 DRB-HICOM BERHADANNUAL REPORT 2017
GROUP 5 YEARSfinancial highlights
OperatingRevenue
11,500,000
12,000,000
13,000,000
14,000,000
11,000,000
10,500,000
12,500,000
13,500,000
14,500,000
2013 2014 2015 2016 2017
13,134,727
14,200,742
13,687,839
12,172,941 12,058,334
RM’000
Financial Year EndedFinancial Year Ended
(Loss)/ProfitBeforeTaxation
(1,000,000)
(800,000)
(600,000)
(400,000)
(200,000)
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
RM’000
Financial Year Ended
2013 2014 2015 2016 2017
1,037,367
0.78801,741
501,834
(822,130) (222,184)
Financial Year Ended
Operating Revenue 12,058,334 12,172,941 13,687,839 14,200,742 13,134,727
(222,184) (822,130) 501,834 801,741 1,037,367
Basic and Diluted (Loss)/Earnings Per Share (sen)
(Loss)/Profit Before Taxation
(23.50) (51.35) 15.53 23.91 29.76
Dividend Per Share ^ (sen) 1.00 2.00 6.00 6.00 6.00
Total Assets 43,847,849 42,041,503 42,359,330 39,753,022 42,130,493
Total Equity 10,138,515 8,502,443 9,352,075 8,511,548 8,322,280
Net Assets Per Share * (RM) 3.14 3.38 3.92 3.78 3.66
Total Borrowings 6,293,775 6,864,745 6,909,731 7,127,063 6,462,506
Gross Gearing Ratio (Times) 0.62 0.81 0.74 0.84 0.78
^ Dividend per share (gross) consists of interim and final dividend declared and proposed for the designated financial year.
* Based on 1,933,237,051 ordinary shares in issue.
RM’000 RM’000 RM’000 RM’000 RM’0002017 2016 2015 2014 2013
37DRB-HICOM BERHADANNUAL REPORT 2017
Financial Year Ended
Total Assets
39,000,000
40,000,000
42,000,000
44,000,000
38,000,000
37,000,000
41,000,000
43,000,000
2013 2014 2015 2016 2017
42,130,493
39,753,022
42,359,33042,041,503
43,847,849
RM’000
Financial Year Ended
Basic and Diluted (Loss)/Earnings Per Share
(60.00)
(50.00)
(40.00)
(30.00)
(20.00)
(10.00)
-
10.00
20.00
30.00
Sen
Financial Year Ended
2013 2014 2015 2016 2017
29.76
0.7823.9115.53
(51.35) (23.50)
Financial Year Ended
Net Assets Per Share
0.50
-
1.00
1.50
2.00
2.50
3.00
3.50
4.00
RM
Financial Year Ended
2013 2014 2015 2016 2017
3.66
0.78
3.78 3.92
3.383.14
Financial Year Ended
Financial Year Ended
Gross Gearing Ratio
0.10
-
0.20
0.30
0.40
0.50
0.60
0.70
0.80
0.90
Times
Financial Year Ended
2013 2014 2015 2016 2017
0.78
0.780.84
0.74
0.81
0.62
Total Equity
4,000,000
6,000,000
8,000,000
12,000,000
10,000,000
2013 2014 2015 2016 2017
8,322,2808,511,548
9,352,075
8,502,443
10,138,515
RM’000
Financial Year Ended
Financial Year Ended
40 DRB-HICOM BERHADANNUAL REPORT 2017
BRIGADIER GENERAL (K)TAN SRI DATO’ SRI (DR) HAJI
MOHD KHAMIL BIN JAMIL
PROFILE OFdirectors
Chairman/Non-Independent Non-Executive DirectorChairman of Nomination and Remuneration Committee
DateofAppointment19 July 2005
(Non-Independent Non-Executive Director)1 March 2006
(Group Managing Director)1 March 2016
(Non-Independent Non-Executive Chairman)
Date of Last Re-election29 September 2016
Nationality/Age/GenderMalaysian/61 years/Male
Brig. Gen. (K) Tan Sri Dato’ Sri (Dr) Haji Mohd Khamil bin Jamil holds a Bachelor of Laws (Honours) Degree from the University of London and was conferred an Honorary Doctorate in Mechanical Engineering by Universiti Pertahanan Nasional Malaysia in October 2015. He is a Barrister-at-Law at Gray’s Inn, England, and was called to the English Bar in 1983. He began his executive career at Bank Bumiputra Malaysia Berhad in August 1980, where he served until December 1989. He was called to the Malaysian Bar in September 1990, following which he became a practising partner of several legal firmsbefore venturing into business in 2001.
He is an Honorary Brigadier General of the Malaysian Territorial Army and a Chartered Fellow of the Chartered Institute of Logistics and Transport, United Kingdom. He was also awarded the Justice of Peace by His Excellency Yang Di-Pertua Negeri Melaka in 2012.
His current directorships in other public companies within the DRB-HICOM Berhad Group include being the Chairman of Pos Malaysia Berhad (listed entity), HICOM Holdings Berhad, HICOM Berhad and several private limited companies.
He is a Director of Etika Strategi Sdn. Bhd., the holding company of DRB-HICOM Berhad, in which he has a 10% shareholding.
Brig. Gen. (K) Tan Sri Dato’ Sri (Dr) Haji Mohd Khamil does not have any family relationship with any Director and/or major shareholderoftheCompanyandhasnoconflictofinterestwiththeCompany.Hehashadnoconviction foranyoffencewithinthe past five (5) years and has not been imposed any publicsanction or penalty by the relevant regulatory bodies during the financialyearended31March2017.
Brig. Gen. (K) Tan Sri Dato’ Sri (Dr) Haji Mohd Khamil attended all seven (7) Board meetings of the Company held during the financialyearended31March2017.
41DRB-HICOM BERHADANNUAL REPORT 2017
DATO’ SRI SYED FAISAL ALBAR BIN SYED A.R. ALBARGroup Managing Director
DateofAppointment4 January 2016 (GroupChiefExecutiveOfficer)1 March 2016 (Group Managing Director)
Date of Last Re-election29 September 2016
Nationality/Age/GenderMalaysian/52 years/Male
Dato’ Sri Syed Faisal Albar bin Syed A.R. Albar is amemberoftheMalaysianInstituteofCertifiedPublic Accountants (“MICPA”) and American InstituteofCertifiedPublicAccountants(“AICPA”).He holds a Bachelor of Arts (Accountancy) Degree from Barat College of DePaul University, Lake Forest,USAandAICPAProfessionalCertificationfrom University of IIIinois, Urbana Champaign, USA. He had attended the Advanced Programme at Harvard Business School, Boston, USA and he was also a Council Member of MICPA from 2010 to 2013.
PriortojoiningDRB-HICOMBerhad,hewastheChiefExecutiveOfficer(“CEO”)ofMalakoffCorporationBerhadfrom1July2014toDecember2015.Hewasappointed as CEO of Gas Malaysia Berhad (“GMB”) from January 2014 to June 2014 and also an Executive Director of Pos Logistics Berhad (formerly known as Konsortium Logistik Berhad) (“PLB”) for a short span of time assisting Ekuiti Nasional Berhad, the majority owner of PLB, in its disposal of that business.
From 2011 to 2014, Dato’ Sri Syed Faisal served on various boards in a non-executive capacity. He was on the Board of Malaysia Airports Holdings Berhad as a nominee Director for Khazanah Nasional Berhad and was also a Director of Hong Leong Bank Berhad. Within this period, he also sat on the Board of Kwasa Land Sdn. Bhd.; a wholly-owned subsidiary of Employees Provident Fund, that was tasked to develop a township on the parcel of land previously owned by Rubber Research InstituteinSungaiBuloh,Selangor.Aspartofhisefforttocontributetosociety, he served on the Board of Yayasan Kelana Ehsan, a public trust entity that provides funds for charitable activities with the intention to improve the livelihood of the residents in the State of Selangor.
Dato’ Sri Syed Faisal’s career spans across various executive positions. Apart from GMB and PLB, from 2008 to 2011, he was the Group Managing Director of Pos Malaysia Berhad (“Pos Malaysia”), which was a Government Linked Company by virtue of the 32% shareholding held by Khazanah then. During his time at Pos Malaysia, he was also the Chairman of ASEAN Postal Business Union where postal organisations of each of the ASEAN countries are members. Prior to his stint at Pos Malaysia, Dato’ Sri Syed Faisal was appointed in 2003 as CEO of The New Straits Times Press (Malaysia) Berhad (“NSTP”), a position which he held until 2008. He started his career by spending almost a decade with PricewaterhouseCoopers Kuala Lumpur since 1991. He had also served Pricewaterhouse, San Francisco, California in 1995 before returning to Kuala Lumpur in 1997 and subsequently joined NSTP in May2000asitsChiefFinancialOfficer.
His current directorships in other public companies within the DRB-HICOM Berhad Group include being the Chairman of Proton Holdings Berhad, PLB, Edaran Otomobil Nasional Berhad and Horsedale Development Berhad as well as Director of Pos Malaysia (listed entity), HICOM Holdings Berhad, HICOM Berhad and several private limited companies.
Dato’ Sri Syed Faisal does not have any family relationship with any Directorand/ormajorshareholderoftheCompanyandhasnoconflictofinterestwiththeCompany.Hehashadnoconvictionforanyoffencewithin the past five (5) years and has not been imposed any publicsanction or penalty by the relevant regulatory bodies during the financialyearended31March2017.
Dato’ Sri Syed Faisal attended all seven (7) Board meetings of the Companyheldduringthefinancialyearended31March2017.
42 DRB-HICOM BERHADANNUAL REPORT 2017
DATUK OOI TEIK HUATSenior Independent Non-Executive Director
Chairman of Audit CommitteeMember of Nomination and Remuneration Committee
Member of Board Risk and Sustainability Committee
DateofAppointment1 November 2008
(Independent Non-Executive Director)1 January 2017
(Senior Independent Non-Executive Director)
Date of Last Re-election9 September 2015
Nationality/Age/GenderMalaysian/57 years/Male
Datuk Ooi Teik Huat is a member of the Malaysian Institute of Accountants and CPA Australia. He holds a Bachelor of Economics Degree from Monash University, Australia. He started his career with Messrs Hew & Co, Chartered Accountants, before joining Malaysian International Merchant Bankers Berhad. He subsequently joined Pengkalen Securities Sdn. Bhd. as Head of Corporate Finance, before leaving to set up Meridian Solutions Sdn. Bhd. where he is presently a Director.
He sits on the Boards of several public listed companies namely; Gas Malaysia Berhad, Malakoff Corporation Berhad, MMC CorporationBerhad and Zelan Berhad. He also sits on the Boards of Johor Port Berhad, Mardec Berhad, Padiberas Nasional Berhad, Tradewinds Corporation Berhad, Tradewinds (M) Berhad, Tradewinds Plantation Berhad and several private limited companies.
Datuk Ooi does not have any family relationship with any Director and/ormajorshareholderoftheCompanyandhasnoconflictofinterestwith theCompany.Hehashadnoconviction foranyoffencewithinthepastfive(5)yearsandhasnotbeenimposedanypublicsanctionorpenaltybytherelevantregulatorybodiesduringthefinancialyearended 31 March 2017.
Datuk Ooi attended all seven (7) Board meetings of the Company held duringthefinancialyearended31March2017.
43DRB-HICOM BERHADANNUAL REPORT 2017
Dato’ Siti Fatimah binti Daud holds a Bachelor of Arts (Honours) from the University of Malaya. She is currently the Under Secretary, Remuneration Policy and Management Division, Ministry of Finance. Dato’ Siti Fatimah started her career in the Civil Service in 1983 and has served in various positions with the Ministry of Health, Ministry of Education and Ministry of Finance.She is a Non-Independent Non-Executive Director nominated by the Minister of Finance Incorporated. Dato’ Siti Fatimah sits on the Board of HICOM Holdings Berhad and she does not hold directorship in any other public listed company.
Dato’ Siti Fatimah does not have any family relationship with any Director and/or major shareholder of the Company and has no conflict of interestwith the Company. She has had noconvictionforanyoffencewithinthepastfive(5)yearsandhasnot been imposed any public sanction or penalty by the relevant regulatorybodiesduringthefinancialyearended31March2017.
Dato’ Siti Fatimah attended six (6) out of seven (7) Board meetings oftheCompanyheldduringthefinancialyearended31March2017.
DATO’ SITI FATIMAH BINTI DAUD
Non-Independent Non-Executive DirectorMember of Board Risk and Sustainability Committee
DateofAppointment1 April 2016
Date of Last Re-election29 September 2016
Nationality/Age/GenderMalaysian/57 years/Female
44 DRB-HICOM BERHADANNUAL REPORT 2017
DATO’ IBRAHIM BIN TAIBIndependent Non-Executive Director
Member of Audit Committee
DateofAppointment18 March 2004
(Non-Independent Non-Executive Director)30 May 2017
(Independent Non-Executive Director)
Date of Last Re-election30 September 2014
Nationality/Age/GenderMalaysian/63 years/Male
Dato’ Ibrahim bin Taib holds a Bachelor of Laws (Honours) Degree from the University of Malaya and a Master of Laws from the University of London. He started his career in the judicial service in 1978 as a Magistrate in the Magistrate Court, Jalan Duta, Kuala Lumpur. Thereafter, he was transferred to the Magistrate Court in Segamat, Johor. In 1982, he became a Legal Advisor with the Road Transport Department and continued in the same role in the Ministry of Human Resources in 1986.
In October 1989, he was attached to the Attorney-General Chambers as a Deputy Public Prosecutor for Selangor. In 1992, he served as a Judge in the Sessions Court, Kota Bharu. In July 1992, he was posted to the Employees Provident Fund (“EPF”). He retiredastheDeputyChiefExecutiveOfficer(Operations)ofEPFon 4 October 2014 but remains as the nominee Director of EPF in DRB-HICOM Berhad until 26 May 2017.
Dato’ Ibrahim does not hold directorship in any other public or public listed company.
Dato’ Ibrahim does not have any family relationship with any Director and/or major shareholder of the Company and has no conflictofinterestwiththeCompany.Hehashadnoconvictionforanyoffencewithinthepastfive(5)yearsandhasnotbeenimposedany public sanction or penalty by the relevant regulatory bodies duringthefinancialyearended31March2017.
Dato’ Ibrahim attended all seven (7) Board meetings of the Companyheldduringthefinancialyearended31March2017.
45DRB-HICOM BERHADANNUAL REPORT 2017
DATUK IDRIS BIN ABDULLAHIndependent Non-Executive DirectorChairman of Board Risk and Sustainability CommitteeMember of Audit CommitteeMember of Nomination and Remuneration Committee
DateofAppointment1 January 2017
Nationality/Age/GenderMalaysian/60 years/Male
Datuk Idris bin Abdullah holds a LLB. (Honours) Degree from the University of Malaya. He started his career in 1981 in Sibu, Sarawak and was admitted to the Roll of Advocates of the High Court of Malaya in Sabah and Sarawak in 1982.
He has been with Messrs. Idris & Company Advocates, Kuching, Sarawak since 1985 and is currently its Senior Partner. Datuk Idris was appointed as a Commission Member of the Companies Commission of Malaysia from 2007 to 2014. He was also a Commission Member of the Malaysian Communications and Multimedia Commission from 2011 to 2015.
He is currently a boardmemberofMalakoffCorporationBerhad(listed entity) and NCB Holdings Berhad.
Datuk Idris does not have any family relationship with any Director and/ormajor shareholderof theCompanyandhasnoconflictofinterestwiththeCompany.Hehashadnoconvictionforanyoffencewithinthepastfive(5)yearsandhasnotbeenimposedanypublicsanction or penalty by the relevant regulatory bodies during the financialyearended31March2017.
Duringthefinancialyearended31March2017,DatukIdrisattendedall the two (2) Board meetings of the Company held subsequent to his appointment as Director of the Company on 1 January 2017.
46 DRB-HICOM BERHADANNUAL REPORT 2017
Datuk Mohamed Razeek bin Md HussainChiefOperatingOfficer-Services,Education&Defence
Datuk Mohamed Razeek bin Md Hussain, a Malaysian, male, aged 59, was appointed as Chief Operating Officer of DRB-HICOMBerhad on 1 September 2012.
He holds a Bachelor Degree in Science, Civil Engineering from Polytechnic of the South Bank, United Kingdom. He was awarded a Professional Certification in ManagementDevelopment by Harvard Business School in 1995.
Datuk Mohamed Razeek began his career as an engineering consultant with a firm inLondon in the late 1970s. Upon returning to Kuala Lumpur in the 1980s, he joined a local engineeringconsultingfirmandwasinvolvedin the construction of the UBN Towers, a development by Peremba-Kuok Brothers.
In 1985, he joined Sime UEP Berhad before moving on to Land & General Group of Companies in 1991. His achievements at Land & General saw his appointment as an Executive Director of Land & General Berhad in 1999. He later joined Eastern & Oriental Property Development Berhad as a Project Director in September 2003 prior to joining
Damac Properties in Dubai as Senior Vice President from August 2008 to June 2009.
Datuk Mohamed Razeek joined Malaysian Resources Corporation Berhad as Chief Operating Officer in June 2009 and waspromoted to the post of Chief Executive Officer on 1 December 2009. He iscurrently Chief Operating Officer for theServices, Education & Defence Sector of DRB-HICOM Berhad.
Datuk Mohamed Razeek sits on the Board of Pos Malaysia Berhad (listed entity), Pos Logistics Berhad (formerly known as Konsortium Logistik Berhad) and several private limited companies within the DRB-HICOM Group.
Datuk Mohamed Razeek does not have any family relationship with any Director and/or major shareholder of the Company and has noconflictofinterestwiththeCompany.Hehashadnoconvictionforanyoffencewithinthe past five (5) years and has not beenimposed any public sanction or penalty by the relevant regulatory bodies during the financialyearended31March2017.
Dato’ Abdul Harith bin Abdullah, a Malaysian, male, aged 54, joined DRB-HICOM Berhad in August 1995 and was appointed as Chief OperatingOfficerofDRB-HICOMBerhadon1 April 2016.
Dato’ Abdul Harith, a graduate in Arts and Design majoring in Industrial Design Engineering (“IDE”) from University Technology MARA (“UiTM”) in 1985, pursued a postgraduate degree in Automotive Design at the Royal College of Art in London, UK in 1990 where he earned a Master Degree (MDES. RCA) in Vehicle Design. During his Masters studies, he received the Wilkins Campbell Chavant Clay Automotive Modelling Award at the Royal Albert Hall of London.
Prior to his assignment in DRB-HICOM Corporate Office as the Chief OperatingOfficer of Automotive Distribution andManufacturing & Engineering, he has
led several companies under the Group, namely PROTON Holdings Berhad, Automotive Corporation (Malaysia) Sdn. Bhd., Motosikal Dan Enjin Nasional Sdn. Bhd., DRB-HICOM Defence Technologies Sdn. Bhd.
Dato’ Abdul Harith sits on the Board of Edaran Otomobil Nasional Berhad and several private limited companies within the DRB-HICOM Group. He does not hold any directorship in any listed company.
Dato’ Abdul Harith does not have any family relationship with any Director and/or major shareholder of the Company and has no conflict of interest with the Company. Hehas had no conviction for any offencewithin the past five (5) years and has notbeen imposed any public sanction or penalty by the relevant regulatory bodies during the financialyearended31March2017.
Dato’ Abdul Harith bin AbdullahChiefOperatingOfficer-AutomotiveDistribution
and Manufacturing & Engineering
PROFILE OF KEY SENIOR management
47DRB-HICOM BERHADANNUAL REPORT 2017
Shaharul Farez bin HassanChiefOperatingOfficer-Properties,CorporatePlanningandStrategyShaharul Farez bin Hassan, a Malaysian, male, aged 47, was appointed as Chief Operating OfficerofDRB-HICOMBerhadon15July2016. Shaharul Farez holds a Master in Business Administration from Massachusetts Institute of Technology, United States of America and a Bachelor of Science in Economics and Accounting (Honors) from University of Bristol, United Kingdom.
He was formerly the Executive Vice President, Corporate of Malakoff Corporation Berhadand Group Chief Executive Officer ofTradewinds Corporation Berhad, a property development, leisure and hospitality outfit.Shaharul Farez’s extensive experience in majororganisationswillbenefittheGroupinmany ways.
Shaharul Farez sits on the Board of Gadek (Malaysia) Berhad, HICOM Holdings Berhad, Horsedale Development Berhad, Danau Permai Resort Berhad, Rebak Island Marina Berhad and several private limited companies within the DRB-HICOM Group. He does not hold any directorship in any listed company.
Shaharul Farez does not have any family relationship with any Director and/or major shareholder of the Company and has no conflictofinterestwiththeCompany.Hehashadnoconvictionforanyoffencewithinthepastfive(5)yearsandhasnotbeenimposedany public sanction or penalty by the relevant regulatory bodies during the financial yearended 31 March 2017.
Dato’ Carol Chan Choy Lin, a Malaysian, female, aged 59, was appointed as Principal Company Secretary of DRB-HICOM Berhad on 2 February 2006. Dato’ Carol Chan is a memberoftheMalaysianInstituteofCertifiedPublic Accountants and the Malaysian Institute of Accountants.
She began her career as an auditor and left KPMG in 1984 to join the corporate sector. She has extensive experience in the fieldof auditing, accounting, finance, treasury,corporate finance and corporate secretarialin several public listed companies prior to joining DRB-HICOM Berhad.
Dato’ Carol Chan was subsequently appointed to her current position to oversee the Group’s corporate secretarial and legal affairsmatters.
Dato’ Carol Chan sits on the Board of Edaran Otomobil Nasional Berhad (alternate to YBhg Dato’ Sri Syed Faisal Albar bin Syed A.R. Albar), Horsedale Development Berhad, Danau Permai Resort Berhad, Labuan Reinsurance (L) Ltd., and several private limited companies within the DRB-HICOM Group. She does not hold any directorship in any listed company.
Dato’ Carol Chan does not have any family relationship with any Director and/or major shareholder of the Company and has no conflictofinterestwiththeCompany.Shehashadnoconvictionforanyoffencewithinthepastfive(5)yearsandhasnotbeenimposedany public sanction or penalty by the relevant regulatory bodies during the financial yearended 31 March 2017.
Dato’ Carol Chan Choy Lin
Amalanathan Thomas
GroupDirector-CorporateAffairs/PrincipalCompanySecretary
Group Director - Financial Services
Amalanathan Thomas, a Malaysian, male, aged 58, joined DRB-HICOM Berhad since 1983 and was appointed as Group Director in January 2016. He was later appointed as Principal Officer of DRB-HICOM Berhad onApril 2016.
Amalanathan holds a Master of Business Administration from University of Malaya and earned Professional Qualification inAccounting and Taxation. His experience spans over 25 years in the field of finance,accounting and taxation. His extensive knowledge of the Group’s businesses and the relevant industry puts him in the forefront of numerous acquisitions, divestments and debt restructurings carried out in the Group.
Currently, as the Group Director, Financial Services Division, he oversees the Group’s accounting, reporting, and taxation matters. He is a member of the Malaysian Institute of
Accountants, an Associate Member of both the Chartered Tax Institute of Malaysia, Institute of Internal Auditors Malaysia and a member of Malaysian Institute of Management.
Amalanathan sits on the Board of Composites Technology Research Malaysia Sdn. Bhd., DRB-HICOM Environmental Services Sdn. Bhd., Edaran Otomobil Nasional Berhad, Gadek (Malaysia) Berhad and several private limited companies within the DRB-HICOM Group. He does not hold any directorship in any listed company.
Amalanathan does not have any family relationship with any Director and/or major shareholder of the company and has no conflictofinterestwiththeCompany.Hehashadnoconvictionforanyoffencewithinthepastfive(5)years,andhasnotbeenimposedany public sanction or penalty by the relevant regulatory bodies during the financial yearended 31 March 2017.
48 DRB-HICOM BERHADANNUAL REPORT 2017
Dato’ Ahmad Fuaad bin Mohd KenaliChiefExecutiveOfficer-PROTONHoldingsBerhad(PROTON)
Dato’ Ahmad Fuaad bin Mohd Kenali, a Malaysian, male, aged 47, joined DRB-HICOM BerhadasChiefFinancialOfficeron15August2013 and was subsequently appointed to his currentpositionasChiefExecutiveOfficerofPROTON on 1 April 2016.
Dato’ Ahmad Fuaad has more than 23 years ofaccounting,auditandfinanceexperienceunder his belt, after obtaining a BTEC National Diploma in Business and Finance from Brighton College of Technology, and a Bachelor of Science (Hons.) in Computerised Accountancy from the University of East Anglia, both in the United Kingdom (“UK”).
He is a Fellow of the Association of Chartered Certified Accountants, UK, Member ofthe Malaysian Institute of Accountants and Member of the Malaysian Institute of Certified Public Accountants. He has alsoattended a Senior Management Development Programme organised by the Harvard Business School Alumni Club of Malaysia.
Dato’ Ahmad Fuaad worked with Arthur Andersen in the early part of his career, in both Assurance and Corporate Finance, then served as an Executive Director of Finance of Petaling Garden Berhad, and subsequently as an Executive Director/Partner in the Audit &
Business Advisory Services Division of Ernst & Young.
He held various roles in the DRB-HICOM Group including as Group Finance & Corporate Chief Operating Officer andGroup Chief Financial Officer. He also saton the Boards of several companies under the stable such as Horsedale Development Berhad, Pos Logistics Berhad (formerly known as Konsortium Logistik Berhad) Pos Malaysia Berhad and PROTON, prior to being made its CEO. Before joining DRB-HICOM in 2013, he was the Chief Financial Officer ofAstro Malaysia Holdings Berhad.
Dato’ Ahmad Fuaad continues to serve as a Director of PROTON. He does not hold any directorship in any listed company.
Dato’ Ahmad Fuaad does not have any family relationship with any Director and/or major shareholder of the Company and has no conflict of interest with the Company. Hehashadnoconvictionforanyoffencewithinthe past five (5) years and has not beenimposed any public sanction or penalty by the relevant regulatory bodies during the financialyearended31March2017.
PROFILE OF KEY SENIOR management of
principal subsidiaries
Coming together is a beginning. Keeping together is progress. Working together is success.
Henry Ford
*CEO of PROTON reports directly to Group Managing Director
49DRB-HICOM BERHADANNUAL REPORT 2017
Dato’ Mohd Shukrie bin Mohd SallehGroupChiefExecutiveOfficer- Pos Malaysia Berhad (Pos Malaysia)
Dato’ Mohd Shukrie bin Mohd Salleh, a Malaysian, male, aged 43, was appointed as GroupChiefExecutiveOfficerofPosMalaysiaon 1 November 2015.
Dato’ Mohd Shukrie holds a Bachelor of Business Studies from University of North London, United Kingdom in 1996. He is a Chartered Accountant with the Chartered Institute of Management Accountants and the Malaysian Institute of Accountants.
He began his career with Public Bank Securities Sdn. Bhd. and thereafter joined United Overseas Bank Berhad. He has had a wide-ranging career enriched by diverse experiences in consumer and corporate banking, corporate finance and advisory,mergersandacquisitions,financialservices,risk management, human resources and procurement.
He joined DRB-HICOM in August 2005, where he assumed several leadership roles including that of Principal Controller, Chief FinancialOfficer,ChiefOperatingOfficerandChiefExecutiveOfficerinvariouscompanieswithin the Group. He was the Group Chief Executive Officer of Pos Aviation Sdn. Bhd.(formerly known as KL Airport Services Sdn. Bhd.) (“Pos Aviation”), before the
acquisition of Pos Aviation by Pos Malaysia on 15 September 2016.
On 1 July 2011, he joined Pos Malaysia as Group Chief Operating Officer and wasthereafter re-designated as Covering Group Chief ExecutiveOfficer on 1 February 2013.Prior to his appointment as Group Chief Executive Officer of Pos Malaysia on 1November 2015, he was the Chief Executive Officer of Pos Logistics Berhad (formerlyknown as Konsortium Logistik Berhad) (“Pos Logistics”).
Dato’ Mohd Shukrie sits on the Board of Pos Logistics, PNSL Berhad and several private limited companies within Pos Malaysia Group. He does not hold any directorship in any listed company.
Dato’ Mohd Shukrie does not have any family relationship with any Director and/or major shareholder of the Company and has no conflict of interest withthe Company. He has had no conviction for any offence within the past five (5)years and has not been imposed any public sanction or penalty by the relevant regulatory bodies during the financial year ended31 March 2017.
Teamwork is the ability to work together toward a common vision. The ability to direct individual accomplishments toward organisational objectives. It is the fuel that allows common people to attain uncommon results.
Andrew Carnegie