Bridging Investments through Investor Relations Annual Report 2011
contents Overview 01 Corporate information 02 Highlights 2010/2011 03 Letter from the chairperson 04 Directors profile 08 Activities 2010/2011 15 Directors report 19 Statement by directors 22 Statutory declaration 22 Independent auditors report 23 Financial statements 25 Statement of financial position 26 Statement of comprehensive income 27 Statement of changes in equity 28 Statement of cash flows 29 Notes to the financial statements 30 Notice of fourth annual general meeting 40 List of members 42 Form of proxy VISION A more efficient, shareholder-friendly capital market through excellence in Investor Relations. MISSION Using Investor Relations to promote corporate governance, transparency and enhance shareholder value for all. OBJECTIVES MIRA s primary objectives reflect its Charter, namely to facilitate communication and closer relationships between PLCs and the investor community. MIRA aims to serve all its Members by: Supporting Members through seminars, workshops and policy briefs Conducting education and training programmes to raise the levels of IR proficiency in Malaysia Assisting and guiding companies who are keen on establishing an IR function and implementing an IR programme Administering an Incentive Programme to assist companies in implementing effective IR programmes Promoting the views of IR professionals to the investment community, regulatory bodies and government Providing a forum and networking opportunities for IR professionals to meet, exchange views and grow in their practice Enhancing the function of IR in public listed companies to a more strategic role
Overview MIRA was established in June 2007, by Bursa Malaysia (the Stock Exchange of Malaysia), and funded by the Capital Market Development Fund (CMDF), a statutory fund under the purview of Securities Commission Malaysia. MIRA is the first and only professional association for Investor Relations (IR) in Malaysia. Membership is open to public-listed companies, investment banks, brokers and intermediaries and IR service providers. MIRA offered, under the sponsorship of Bursa Malaysia, an IR Incentive Programme, fully subsidised by CMDF, to help public-listed companies set up an internal IR programme and obtain better exposure through IR. MIRA co-hosted Investor Expo 2008 & 2010 as platforms for public-listed companies to engage with fund managers and analysts, and for retail investors to gain knowledge on investment. MIRA organises the Malaysian IR Awards to recognise exemplary best practices in IR among public-listed companies and their management. MIRA offers the Certificate in IR, in association with the Investor Relations Society of the United Kingdom, which gives a professional qualification for IR practitioners in Malaysia. MIRA offers, jointly with Bursa Malaysia, an IR Manual & Workbook to guide public-listed companies on principles and management of IR. MIRA hosts conferences, seminars, training and knowledge-sharing platforms. 1
corporate information DIRECTORS Audrey Ho Swee Fong Chairperson Hazimi Bin Kassim Deputy Chairman Arulnathan Michael Dass David William Berry Steven Tan Chek Chye Clarence Gerard Boudville Dato Justin Leong Ming Loong Shane Guha Thakurta Gregory Charles Poarch Lim Fung Ee Aisyatul Aizzura Salha Binti Ab. Rahim Dr. Shariman Alwani Bin Mohamed Nordin Anida Binti Ishak Lim Cheong Guan * MIRA Board of Directors for the financial year ended 30 June 2011 COMPANY SECRETARIES Lim Lee Kuan (MAICSA 7017753) Soo Shiow Fang (MAICSA 7044946) REGISTERED OFFICE Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala L umpur Tel: +603 2264 8888 Fax: +603 2282 2733 REGISTERED NUMBER 777008-W (Incorporated in Malaysia) AUDITORS Messrs Ernst & Young (AF 0039) BANKERS Malayan Banking Berhad Hong Leong Bank Berhad CORPORATE OFFICE Annexe Building, Bursa Malaysia, Exchange Square, Bukit Kewangan, 50200 Kuala Lumpur Tel: +603 2034 7491/7415 Fax: +603 2732 0771 2
highlights 2010/2011 Category Of Membership Composition of Corporate Membership 1% 4% 9% 96% 90% Corporate members 110 members Associate members 4 members Certificate In Investor Relations No. of Candidates Main Market 99 members ACE Market 10 members Others 1 member Composition of Corporate Membership by Sector 3% 2% 1% 3% Aug 09 22 8 30 7% 5% 33% CIR Exam Sittings Dec 09 Jun 10 17 15 8 13 30 23 9% 10% 10% 17% Dec 10 Jun 11 30 10 3 Pass 6 36 13 Fail Trading/Services 36 Industrial Products 19 Finance 11 Property 11 Technology 10 Construction 8 Consumer Products 6 Plantation 3 Infrastructure Project Cos. 3 Reits 2 Others 1 3
letter from the chairperson Dear MIRA members, OVERVIEW AND HIGHLIGHTS 2011 has been a significant year for investor relations (IR) with the Malaysian Investor Relations Association (MIRA) hosting its inaugural Malaysia IR Awards ceremony in May. The event celebrated accomplishments by the IR community and was graced by the Chairman of Bursa Malaysia, Tun Mohamed Dzaiddin and Tan Sri Zarinah Anwar, Chairman of the Securities Commission. Attendees included representatives from a cross-section of corporate Malaysia and IR service providers. Strength in diversity is what makes a market attractive to investors. Companies nominated by poll for the awards represented various sectors and sizes in terms of market capitalisation. The common distinguishing feature of all nominees is their advocacy of IR and their consistent ability to apply IR best practices. Once again, I would like to commend all those who were nominated in the first Malaysia IR survey and, especially, all the 2011 award winners for their outstanding performance. My sincere appreciation also goes to everyone else whose contribution and support helped make the inaugural event a great success. As we look ahead to a new membership year, I would like to take this opportunity to share with you some of the Association s key achievements in 2010/2011. 4
letter from the chairperson (cont d) THE YEAR S ACTIVITIES Inaugural Malaysia Investor Relations Awards 2011 The awards ceremony, held on 26 May 2011, was the culmination of a significant MIRA initiative in advancing and promoting good IR practices among public-listed companies (PLCs). We were delighted to have Bursa Malaysia Berhad as the supporter of the IR Awards and believe that such recognition by the investment community helps drive greater achievement in IR practices. The IR awards set a benchmark for effectiveness and excellence in IR practices. By giving public recognition of best IR practices among PLCs that embrace the spirit of good corporate governance and provide investors with greater transparency, timely, fair and ongoing disclosure, we also promote exemplary practices for others to emulate. The awards are part of MIRA s mission to promote corporate governance, transparency and to enhance shareholder value for all companies. MIRA engaged Thomson Reuters Extel to undertake the first Malaysia IR survey between December 2010 and January 2011. Over 700 investment professionals globally, covering research/sell-side analysts as well as fund managers/buy-side analysts, were invited to participate in the survey. Respondents cast their votes for the companies and individuals that had made the most impact in the way they embraced IR within the investment community and their organisations. Separate rankings and results were collected for large, medium and small market capitalisation companies that are listed on Bursa Malaysia. Within each category, five awards were presented, namely Best Company for IR, Best CEO for IR, Best CFO for IR, Best IR Professional and Best IR Website. There was also an award for Best IR for an IPO in 2010. MIRA Events And Programmes Professional development and continuing education is key in enhancing proficiency among IR practitioners. We provided our members with quality training programmes throughout the year by engaging professional speakers and collaborating with leading institutions to provide a variety of courses, catering to all levels of IR members. One of the main improvement areas implemented in 2010/11 was the publication of a half-yearly calendar of activities to allow our members to plan more efficiently. The intention is to organise one professional development event a month where possible and we continue to seek innovative ways to provide relevant activities for senior level management and IR practitioners. MIRA s events and workshops were also marketed to key professional bodies and organisations outside the IR profession. Aided by a more proactive marketing approach, we have seen increased participation in our workshops. In addition to workshops and seminars in 2010/2011, the members benefits programme was expanded through themed complimentary sessions such as MIRA Insights and MIRA Connections. MIRA Insights is an interactive knowledge platform where industry experts share best practices, while MIRA Connections provides a platform for networking opportunities between members and key industry organisations and personalities at luncheons/ afternoon tea sessions. Another initiative to meet our pledge to expand our membership services is the IR Jobsite on MIRA s website, in collaboration with JobStreet.com. MIRA s website has also been refreshed to allow us to expand our knowledge platform services to our members in the near future. Certificate In Investor Relations (CIR) MIRA is committed to develop and advance the status and integrity of IR professionals and, so far, 94 candidates have successfully obtained the CIR certification. Established in 2009 in collaboration with the IR Society UK, the CIR is an internationally recognised professional qualification for IR practioners. It is currently also offered by the IR Society in a number of other countries including Nigeria, Taiwan, Russia, UAE and countries across Europe. Examinations are held in June and December each year supplemented by a 2-day intensive revision course conducted a month before the exams. CIR certification ceremonies were held on 5 August 2010 and 3 March 2011 to recognise the accomplishment of our CIR graduates. 5
letter from the chairperson (cont d) FINANCIAL PERFOANCE MIRA remains determined to offer greater value and membership benefits through its member bonus programme by providing redeemable vouchers valued at 2,000 for Corporate Members or 1,600 for Associate Members. Vouchers can be redeemed against MIRA s events and workshops, and are treated as Deferred Income which can only be recognised as membership income upon redemption or expiry. For the year to 30 June 2011, revenue increased by 120% to 393,245 (2010: 178,583). Membership revenue contributed largely to this increase due to higher redemption of vouchers at MIRA activities and the reversal of Deferred Income from redeemable vouchers relating to the previous membership year which expired in September 2010. Registration fees and income from workshops decreased marginally by 4% to 71,895 (2010: 74,983) with fewer enrolments in the CIR examination programme for this year. The reserves of the association remain at a healthy level with net cash deposits of 1,995,726 (2010: 2,107,811) as at 30 June 2011. For the year under review, MIRA launched many internally funded initiatives and programmes, including commissioning Malaysia s first IR survey and the inaugural IR award ceremony. It also received some sponsorship monies at the IR award ceremony. BOARD AND MANAGEMENT TEAM Lim Fung Ee resigned as Khazanah Nasional s Board representative in March 2011. On behalf of the Board and management team at MIRA, I would like to record my appreciation for his contribution and guidance having been on the Board since 2009. At the same time, I would like to bid a warm welcome to Mohamed Ridzuan Bin Mohamed who joined us from Khazanah Nasional in May 2011. David William Berry, a pioneer member who was previously on the Board of MIRA representing Columbus Circle Governance Sdn Bhd, now represents Boustead Heavy Industries Corporation Berhad. The change took effect from 15 June 2011. Another Board change which took effect more recently relates to Genting Berhad. Tan May Yee took office as a MIRA Director on 28 July 2011, while Dato Justin Leong stepped down but remains as an Alternate Director. Please join me in welcoming May Yee. In October 2011, Hazimi Bin Kassim, who represented Maybank Berhad, resigned as Deputy Chairman as he was leaving the organisation. The Board would like to record its deepest appreciation for his valuable and insightful contribution since 2009. The Board and IR community will miss such an IR advocate and we wish Hazimi every success in his new role. As advised previously, the revamped MIRA Standing Committee structure comprises six core areas - Finance, Marketing & Events, Examination & Student Affairs, Educational & Professional Development, Membership Services and Membership. With the recent changes to the Board composition, changes to the Committees will be made and members will be updated in due course. The day-to-day operations of MIRA continue to be run by a small dedicated executive team led by Ma Kin Hoong, as Executive Director. To lend further support on the expansion of MIRA s membership services, Normarzean Mohamed Zin joined the team in September 2011. LOOKING AHEAD The prospect of weak capital and equities markets in the coming year will undoubtedly have an impact on the association s efforts to promote membership and garner sponsorship. However, the Board and executive team will continue to put in place programmes that will attract participants while ensuring funds and resources are managed efficiently. Every crisis presents opportunities and IR is vital in both good and bad markets. Staying ahead of the curve is ultimately about securing a place on the investors radar with open and timely communication at all times so that, when sentiments and markets improve over time, the corporate value proposition is well accepted amongst investors. For MIRA, its value proposition to members remains a key priority. In the new membership year of 2011/2012, MIRA is determined to improve service levels to members and promote greater participation by PLCs through the following: Subscriptions of MIRA s Corporate Membership and Associate Membership will remain unchanged with options: (a) Reward members through the member bonus programme with MIRA vouchers; or (b) Provide an attractive membership package that includes KnowledgeCentre@Bursa (KC). KC is a well-equipped resource centre managed by Bursa Malaysia Berhad with a wealth of information on capital markets and the financial industry. Launch of MIRA Individual Membership aimed at strengthening the foundation of the IR profession and promoting our Association as the premier professional body for IR practitioners in Malaysia. For 2011/2012, every new registration/renewal of MIRA Corporate or Associate Membership will be granted one complimentary Individual Membership, subject to the individual satisfying the requirements for admission as an Individual Member. 6
letter from the chairperson (cont d) As an association, our aim is to facilitate a conducive and beneficial IR eco-system for IR Service Providers and IR professionals so that they can contribute to the development of a vibrant market and the growing acceptance of IR. On behalf of the Board, I would like to express my sincere appreciation to the dedicated executive team and all the support staff who have been instrumental in the successful execution of MIRA s plans to promote our profession and provide greater value to our members. I also wish to thank CMDF and Bursa Malaysia for their support, providers of IR services, programme partners and, of course, our valued members for your unwavering support and cooperation. I am indebted also to my colleagues on the Board for their insights and counsel. See you all at the next Malaysia IR Awards ceremony. Audrey Ho Swee Fong Chairperson October 2011 7
directors profile AUDREY HO SWEE FONG Chairperson AUDREY HO SWEE FONG currently heads the Investor Relations unit in DiGi.Com Berhad (DiGi). She reports to the CFO and is designated as one of the key contact persons between various stakeholders and the management in all matters relating to the disclosure of external information to the investing public. Her key responsibilities are to provide all stakeholders with regular updates on key developments in DiGi. Audrey joined DiGi in March 2005 after spending more than 10 years in the broking industry in various capacity including research, portfolio management and dealing. HAZIMI BIN KASSIM Deputy Chairman HAZIMI BIN KASSIM was the Head of Strategy & Corporate Finance at Maybank Berhad until October 2011. He graduated from University of Canberra, Australia with a degree of Bachelor of Arts (Accounting) in 1985. He is a member of CPA Australia, Chartered Member of the Malaysian Institute of Accountants (MIA). He joined Maybank Group as Executive Vice Prisedent/Chief Internal Auditor in 2004. Subsequently in June 2006, he was appointed as Executive Vice President and Head of Strategy & Corporate Finance Division. Prior to joining Maybank Group, he had more than 18 years working experience in Big 4 Accounting Firms and various other banking and financial institutions and conglomerates in Malaysia, including Citibank Malaysia Berhad, Hong Leong Bank Berhad, Bank Muamalat Malaysia Berhad and Celcom Malaysia Berhad. 8
directors profile (cont d) ARULNATHAN MICHAEL DASS ARULNATHAN MICHAEL DASS is currently the Head of Issuer Development at Bursa Malaysia Berhad. Prior to joining Bursa Malaysia pursuant to the merger between MESDAQ and Bursa Malaysia, he was the Senior Vice President of MESDAQ, Malaysia s securities exchange catering for technology and growth companies. He was in charge of the listing and compliance functions for listed companies at the then MESDAQ. He started his career in Ernst & Young in 1988. During his tenure at Ernst & Young, he had been involved in assignments of various nature including corporate advisory. He later joined the Market Supervision Division of Bursa Malaysia (then known as Kuala Lumpur Stock Exchange) in 1995. Arulnathan is a member of the Malaysian Institute of Accountants, the Chartered Institute of Management Accountants (UK) and CPA Australia. DAVID WILLIAM BERRY DAVID WILLIAM BERRY is currently the Executive Director at Boustead Heavy Industries Corporation Berhad (BHIC). He had previously served BHIC as the Senior Independent Director and as Chairman of the Audit Committee. He has over thirty years experience in financial services and ten years in the commercial sector. He has worked in the United Kingdom, Malaysia, Kenya and Indonesia. Prior to his appointment as an Executive Director at BHIC, David headed the Corporate Governance, Investor Relations and Financial Communications practice at Columbus Circle Governance Sdn. Bhd. He had previously served as Executive Director/Chief Executive of Cahya Mata Sarawak (CMS). David has also held senior positions with Standard Chartered Merchant Bank in London, Kuala Lumpur and Nairobi, Bankers Trust in London, International Marine Banking Corporation in London, and American Express Bank in Edinburgh. From 1998 to 2001, he was the Managing Director of Affin Fund Management Sdn. Bhd. His previous commercial experience has been with Metal Box, the UEM Group and CMS. David has a unique combination of skills in merchant banking, investment management and corporate affairs. He takes a practical approach to corporate governance and investor relations issues and is an active contributor to corporate governance thinking across the region. He was previously a founding contributor, faculty member and Programme Coordinator for Bank Negara s Financial Institution Directors Education Programme, and has also been a leader in the development of the investor relations profession in Malaysia. He is Vice President of the Malaysian Institute of Corporate Governance. 9
directors profile (cont d) STEVEN TAN CHEK CHYE STEVEN TAN CHEK CHYE is the Head of Investor Relations at CIMB Group Holdings Berhad (CIMB Group). He is also a Director within the CIMB Group Strategy & Finance Division since September 2008. He reports to the CEO, CFO and Head of CIMB Group Strategy and ensures consistency in messaging and information dissemination between management and stakeholders. Prior to his latest position, Steven had a 14-year career in sell-side equity research with his last posting as Senior Investment Analyst with CIMB Research since May 2003, having previously worked for several other foreign and local stockbroking companies including BNP Paribas and Kim Eng. He graduated with a Bachelor Degree in Business majoring in Accounting from IT University, Melbourne, Australia. Steven received the Best Investor Relations Professional award for a Large-cap Company at the inaugural Malaysia Investor Relations Awards 2011. CLARENCE GERARD BOUDVILLE CLARENCE GERARD BOUDVILLE is the Senior Group General Manager, Investor Relations for Gamuda Berhad. He has held this position since 2007. He was previously the Head of Investor Relations for Road Builder (M) Holdings Berhad and subsequently IJM Corporation Berhad. He graduated from the University of Durham, England with a Masters Degree in Business Administration subsequent to obtaining his Bachelor of Science Degree (Honours) in Civil Engineering from Middlesex University, England. He has extensive experience in the securities industry, having worked for more than 10 years in equity research with leading foreign and local stockbroking companies. Prior to that, he has also worked as a Civil Engineer for several years. 10
directors profile (cont d) TAN MAY YEE Appointed on 28 July 2011 GENTING BERHAD TAN MAY YEE joined Genting Berhad in October 2007 as its Investor Relations Officer and supports the Company s senior management in its investor relations activities as well as interaction with the investment community. She is also currently involved in one of the Company s subsidiary, Genting Plantations Berhad, providing support for its investor relations and corporate affairs matters. Prior to joining Genting Berhad, May Yee was attached with KPMG s Financial Advisory division and specialised in Corporate Recovery & Restructuring. She graduated with a Bachelor Degree in Business majoring in Accounting from the University of Technology, Sydney, Australia and also holds a Certificate in Investor Relations. She is passionate about the performing arts and is an active member of The Young KL Singers (YKLS). She also serves as the Financial Adviser for Young Choral Academy, a non-profit organisation, which administers YKLS and The Kuala Lumpur Children s Choir, amongst others. DATO JUSTIN LEONG MING LOONG Alternate Director to Tan May Yee GENTING BERHAD DATO JUSTIN LEONG MING LOONG is the Head of Strategic Investments and Corporate Affairs of the Genting Group. Currently on sabbatical in Beijing learning Mandarin, Dato Leong s responsibilities at Genting Berhad (since 2004) used to include identifying, evaluating, and driving new strategic investments for the Group. Dato Leong was also responsible for the Group s corporate communications and investor relations functions. He remains as a Director of several of the Group s subsidiaries including Genting Overseas Holdings Ltd, Genting Worldwide Ltd and Genting UK plc. He started his career at Goldman Sachs in London where he was an Analyst in the M&A division and an Associate in Global Technology Equity Sales. He holds an MA and BA in Geography from Oxford University, Oriel College where he was awarded a scholarship. At the 2006 World Economic Forum in Davos, Switzerland, he was chosen as one of 200 Young Global Leaders. In 2008 he completed a joint Harvard Kennedy School of Government - Harvard Business School course on Global Leadership and Public Policy for the 21st Century. In 2007, Dato Leong was the founding Chairman of the Malaysian Investor Relations Association (MIRA), and still remains as a Board Member of MIRA. He is also a Board Member of the British-Malaysian Chamber of Commerce. Dato Leong was featured on the front cover of Forbes Asia s May 2008 issue. In 2008, he was conferred the title of Dato by the Sultan of Negeri Sembilan. 11
directors profile (cont d) SHANE GUHA THAKURTA SHANE GUHA THAKURTA joined IJM Corporation Berhad in December 2007 as the Investor Relations Officer and is responsible for the Group s communication with the investment community. He graduated with a Bachelor of Arts (Honours) Degree in Accounting and Finance from the University of Sheffield in 1999 before beginning his career at a chartered accountancy practice in the United Kingdom providing accounting, audit and tax planning services to small and medium sized businesses. Prior to joining IJM, he worked at Tanjong Public Limited Company in a finance role before being designated as the IR officer. He was voted the best IR professional in Malaysia in polls conducted by International Investor magazines from 2004 to 2006. GREGORY CHARLES POARCH GREGORY CHARLES POARCH, an American, is the Chief Financial Officer of JobStreet Corporation Berhad, and is responsible for the overall financial operations of JobStreet Group throughout the region. Greg obtained his Bachelor of Science degree with a major in Accountancy from Southwestern Oklahoma State University in Oklahoma, USA in 1988. Greg joined JobStreet in 2000. Since that time, JobStreet has expanded regionally and continues to experience growth as more companies and jobseekers take advantage of the benefits of online recruitment. JobStreet was listed on the MESDAQ market of Bursa Malaysia in November 2004 and transferred to the Main Market of Bursa Malaysia in December 2007. MOHAMED RIDZUAN MOHAMED MOHAMED RIDZUAN MOHAMED is a Senior Vice President in Khazanah Nasional Berhad s Research & Investment Strategy team. He has more than ten years industry experience as a sell-side equities analyst, having covered the Malaysian utilities, transportation and telecommunications sectors for a number of investment banks including UBS, Merrill Lynch and RHB. Ridzuan is a Chartered Financial Analyst, and an economics graduate of the London School of Economics and Political Science. He currently sits on the board of the Malaysian Society of Financial Analysts (CFA Malaysia) for the 2010/2011 term. 12
directors profile (cont d) AISYATUL AIZZURA SALHA BINTI AB. RAHIM AISYATUL AIZZURA SALHA BINTI AB. RAHIM is the Head of Investor Relations of Malaysian Airline System Berhad. She joined the company in 2007 and had also worked in Corporate Treasury in the fund management division. She began her career in TM Berhad, where she was attached to the Corporate Finance division. She graduated with a Bachelor of Financial Engineering (Honours) from Multimedia University in 2002 and obtained her Master in Applied Finance from University of Melbourne in 2009. She also holds a Certificate in Investor Relations. DR. SHARIMAN ALWANI BIN MOHAMED NORDIN DR. SHARIMAN ALWANI BIN MOHAMED NORDIN joined Sime Darby Berhad (Sime Darby) in 2008 and is currently Group Head, Value Management and Investor Relations in Sime Darby. His responsibilities include strategic research and corporate planning, performance management as well as investor relations. He obtained his Chartered Financial Analyst certification in 2000 and holds a PhD in International Economics and Finance from Brandeis University and an MA and BA in Economics from Cambridge University. Prior to joining Sime Darby, he spent 15 years as a monetary economist and was head of Financial Market Surveillance, Monetary Analysis and Strategy Department, Bank Negara Malaysia. He also spent two years as a Sector Economist in Fidelity Investment and Management Research in Boston from 1999 to 2001. 13
directors profile (cont d) ANIDA BINTI ISHAK ANIDA BINTI ISHAK is currently the General Manager, Investor Relations & Management Reporting Department at Tenaga Nasional Berhad (TNB). Her responsibilities are to ensure a continuous and dynamic investor relations programme with the current and potential TNB investors and provide all stakeholders with regular updates on the latest development impacting the financial and operational performance of TNB. Prior to joining Investor Relations Department in January 2009, she held various positions at TNB such as Senior Manager of Financial Reporting Unit of the Finance Division, Manager of System Support for TNB Billing Systems, Senior Finance Executive of Uniten and Finance Executive of Capital and Asset Management. LIM CHEONG GUAN LIM CHEONG GUAN was appointed as an Executive Director of Top Glove Corporation Berhad on 31 August 2006. He joined the Company as the Group Financial Controller in 2005. He is responsible for the accounting, treasury, corporate finance and investor relations of Top Glove Group of Companies. He graduated from University of Malaya with a Bachelor Degree in Accounting in 1990. He is a member of Malaysian Institute of Accountants and Malaysian Institute of Certified Public Accountants. He began his career with Price Waterhouse in 1990 and subsequently held various accounting and financial positions in other public listed companies in Malaysia, whose activities spanned over manufacturing, plantation, trading and property development. He won the Best CFO for Investor Relations for a Medium-cap Company at the inaugural Malaysia Investor Relations Awards 2011. 14
activities 2010/2011 From 01 July 2010 to 30 June 2011 05 August 2010 THE INAUGURAL CERTIFICATE IN INVESTOR RELATIONS (CIR) CERTIFICATION CEREMONY MIRA organised its inaugural CIR certification ceremony on 05 August 2010. The certification ceremony was graced by YBhg. Datuk Ranjit Ajit Singh, Managing Director of Securities Commission Malaysia. 01 September 2010 SEMINAR ON BUILDING INVESTORS CONFIDENCE THROUGH GOOD CORPORATE GOVERNANCE Speaker : Mr. David Gerald, President/CEO of Securities Investors Association Singapore (SIAS) 30 September 2010 WORKSHOP ON REGULATORY FRAMEWORK FOR LISTED CORPORATION PRE & POST LISTING Speaker : Mr. Chee Kai Mun, Associate Director Compliance & Advisory, Tricor Corporate Services Sdn Bhd 26 October 2010 WORKSHOP ON EFFECTIVE ANNUAL REPORTS: A STRATEGIC APPROACH Speaker : Mr. David William Berry, Managing Director Governance, Columbus Circle Governance Sdn Bhd 15 December 2010 WORKSHOP ON SUCCEEDING IN TODAY S ENVIRONMENT: HOW INVESTOR RELATIONS CAN BRIDGE THE GAP Speaker : Mr. Kelvin Lim, Digital Strategist, Burson-Marsteller Malaysia 29 December 2010 MIRA 3 rd ANNUAL GENERAL MEETING MIRA held its 3rd AGM at Conference Room 1, Ground Floor, Bursa Malaysia, Exchange Square, Bukit Kewangan, 50200 Kuala Lumpur on Wednesday, 29 December 2010 at 3.00 p.m. 19 January 2011 SEMINAR ON MALAYSIAN COMPANIES ACT & REGULATIONS AND CORPORATE DISCLOSURE POLICY & OVERVIEW ON CHAPTER 10 OF LISTING REQUIREMENT TRANSACTIONS Speakers : Dr. Cheah Foo Seong, Chief Technical Officer, Tricor Corporate Services Sdn Bhdv Mr. Chee Kai Mun, Associate Director Compliance & Advisory, Tricor Corporate Services Sdn Bhd 03 March 2011 2ND CIR CERTIFICATION CEREMONY AND MIRA MEMBERS NETWORKING LUNCH MIRA conducted the 2nd CIR certification ceremony together with a members networking lunch on 03 March 2011. 10 March 2011 MIRA INSIGHTS - A LOOK AT THE RELATIONSHIP BETWEEN TRADING, OWNERSHIP, FUND FLOWS AND COMPANY VALUATION Speaker : Mr. Justin Reynolds, Managing Director Asia Pacific, Ipreo 31 March 2011 WORKSHOP ON COMMON PITFALLS UNDER CHAPTER 10 OF LISTING REQUIREMENTS TRANSACTIONS AND UNDERSTANDING OF PROPOSED GOODS & SERVICES TAX (GST) IMPLEMENTATION IN MALAYSIA Speakers : Mr. Chee Kai Mun, Associate Director Compliance & Advisory, Tricor Corporate Services Sdn Bhd Mr. Robin Chia, Director of GST & Training, Tricor Corporate Services Sdn Bhd 18 May 2011 MIRA INSIGHTS - UNCOVER PRACTICAL STEPS TO DEVELOP AND IMPLEMENT AN EFFECTIVE INVESTOR RELATIONS PROGRAMME Speaker : Mr. Poi Koon Hwee, Executive Director of ZJ Advisory Sdn Bhd 29 June 2011 WORKSHOP ON LOOKING BEYOND FINANCIAL STATEMENTS Speaker : Mr. James Oh, Consultant Group photo of the Inaugural CIR Certification Ceremony held on 05 August 2010 graced by Datuk Ranjit Ajit Singh, the Managing Director of Securities Commission Malaysia. 15
MALAYSIA INVESTOR RELATIONS AWARDS 2011 AWARD CATEGORIES AND WINNERS BEST COMPANY FOR INVESTOR RELATIONS BEST COMPANY FOR INVESTOR RELATIONS LARGE CAP CIMB Group Holdings Berhad Represented by YBhg Dato Sri Nazir Razak Group Managing Director / CEO BEST COMPANY FOR INVESTOR RELATIONS MID CAP SP Setia Berhad Represented by Mr. Raymond Yap Kok Weng Executive Vice President BEST COMPANY FOR INVESTOR RELATIONS SMALL CAP Kossan Rubber Industries Berhad Represented by YBhg Dato KS Lim Managing Director / Group CEO BEST INVESTOR RELATIONS FOR AN IPO IN 2010 JOINT WINNERS Malaysian Marine and Heavy Engineering Holdings Berhad Represented by Mr. Dominique de Soras Managing Director / CEO PETRONAS Chemicals Group Berhad Represented by Wan Asmah binti Che Din Head Investor Relations BEST CEO FOR INVESTOR RELATIONS BEST CEO FOR INVESTOR RELATIONS LARGE CAP YBhg Dato Sri Nazir Razak CIMB Group Holdings Berhad BEST CEO FOR INVESTOR RELATIONS MID CAP YBhg Tan Sri Dr. Tony Fernandes AirAsia Berhad BEST CEO FOR INVESTOR RELATIONS SMALL CAP Mr. Lim Chai Beng CB Industrial Product Holding Berhad Represented by Mr. Lim Chai Huat Director of CB Industrial Product Holding Berhad 16
MALAYSIA INVESTOR RELATIONS AWARDS 2011 AWARD CATEGORIES AND WINNERS BEST CFO FOR INVESTOR RELATIONS BEST CFO FOR INVESTOR RELATIONS LARGE CAP Mr. Ashok Ramamurthy AMMB Holdings Berhad Represented by Mr. Andrew Kerr Chief Risk Officer of AMBank Group BEST CFO FOR INVESTOR RELATIONS MID CAP Mr. Lim Cheong Guan Top Glove Corporation Berhad Represented by YBhg Tan Sri Lim Wee Chai, Chairman of Top Glove Corporation Berhad BEST CFO FOR INVESTOR RELATIONS SMALL CAP En. Mohamed Azman Shah Ishak TH Plantations Berhad BEST INVESTOR RELATIONS PROFESSIONAL BEST INVESTOR RELATIONS PROFESSIONAL LARGE CAP Mr. Steven Tan Chek Chye CIMB Group Holdings Berhad BEST INVESTOR RELATIONS PROFESSIONAL MID CAP Mr. Benyamin Ismail AirAsia Berhad BEST INVESTOR RELATIONS PROFESSIONAL SMALL CAP Mr. Edward Yip Kossan Rubber Industries Berhad BEST INVESTOR RELATIONS WEBSITE BEST INVESTOR RELATIONS WEBSITE LARGE CAP CIMB Group Holdings Berhad Represented by Ms. Verena Chua BEST INVESTOR RELATIONS WEBSITE MID CAP AirAsia Berhad Represented by Mr. Benyamin Ismail BEST INVESTOR RELATIONS WEBSITE SMALL CAP Evergreen Fibreboard Berhad Represented by Ms. Mary Henerietta Lim Executive Director of Evergreen Fibreboard Berhad 17
Certificate in Investor Relations CIR graduates (as at 30 June 2011) Abdul Manan Mohd Najib Aisyatul Aizzura Salha Ab.Rahim Alex Lee Lip Sun Ang Tien Bin Angie Tan Lan Sin Azlin Nasyara Ali Bailey Kho Chung Siang Bernard Tan Chin Teik Carmen Chin How Mun Chang Kong Meng Chee Kok Meng Cheong Hong Kit Chern Meng Gaik Chin Fook Kheong Chin Pei Fung Chong Set Fui Christine Siew Pui Fun Connie Tong Lee Mee Desmond Foo Eddie Razak Erik Wallace Faridah Hanim Abdul Rahman Fazlina Mohd Salman Folk Jee Yoong Foong Yein Teng Haniza Sabaran Haryati Yahya Ho Wen Yan Ida Rahayu Mohd Jamli Ismarita Ismar Jared Tan Kong Guan J oanna Chin John Selvaraj James Karen Ding Ming Nyuk Keow Mei Lynn Koay Bee Eng Koay Lean Lee Law Kher Sing Lee Boon Hock Lee Ching Ching Lee Wee Kuan Lee Yen Foong Leelawathy Supramaniam Leong Chooi Kuen Lim Chee Hwa Lim Chiou Kim Lim Chui Ling Lim Hoon Hwa Linda Chin Woon Fui Loh Poh Im Low Shu Hua Lyanna Tew Mabel Tan Bee Suan Mah Xian-Zhen Mak Ngan Hoe Md Nasir Noh Melissa Liew Lay Kim Michelle Wong Mei Shan Mokhtar Mohamad Ng Chen Khim Ng Mee Ngok Ng Sook Yee Ngian Yoke Fung Norhaizam binti Mohammad Pon Siau Seng Raja Indra Putra Raziff Shaaban Saravanan Desigamanie Sazlina Mohd Zulkifli Shantini Vettiveloo Sow Hooi Ling Syed Khalil Syed Ibrahim Tan May Lee Tan May Yee Tan Peck Meng Tan Siew Wei Tang Kian Hiong Tang Liew Yen Teh Kher Sin Teoh Teik Kean Thomas Hii Khing Siew Thong Kooi Pin Tong Sheau Wei Trixy Chua Zee Quin Tung Sook Wah Verena Chua Li Hsin Wong Yoke Mooi Wong Yuet Kheng Yap Sooi Mee Yip Tuck Wah Yong Pek Yen Zaridan Ridzuan Zarik Zainuddin Zulkifli Mohd Salleh Sabai 18
directors report The Directors have pleasure in presenting their report together with the audited financial statements of the Company for the financial year ended 30 June 2011. Principal activity The principal activity of the Company is to promote the professional development of investor relations and the practice of investor relations by public-listed companies in Malaysia with the investment community. There has been no change in the principal activity during the financial year. Corporate entity The Company is a company limited by guarantee and has no share capital. It functions as a not-for-profit association for the benefit of its members. Results Profit for the year 1,503 There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements. In the opinion of the Directors, the results of the operations of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature. Dividends No dividend has been paid or declared by the Company since the end of the previous financial year. Directors The names of the directors of the Company in office since the date of the last report and at the date of this report are: Director Ho Swee Fong Arulnathan a/l M Michael Dass David William Berry Steven Tan Chek Chye Clarence Gerard Boudville Shane Guha Thakurta Gregory Charles Poarch Aisyatul Aizzura Salha Binti Ab. Rahim Dr. Shariman Alwani Bin Mohamed Nordin Anida Binti Ishak Lim Cheong Guan Dato Justin Leong Ming Loong (Alternate to Tan May Yee) Mohamed Ridzuan Bin Mohamed (Appointed on 23 May 2011) Tan May Yee (Appointed on 28 July 2011) Lim Fung Ee (Resigned on 31 March 2011) Hazimi Bin Kassim (Resigned on 27 October 2011) 19
directors report (cont d) Directors' benefits Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the Directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Since the end of the previous financial year, no Director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with any Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest. Directors' interests The Company is limited by guarantee and therefore does not issue any shares. Accordingly, none of the directors has any shareholding in the Company or its related corporations during the financial year. Other statutory information (a) Before the statement of financial position and statement of comprehensive income of the Company were made out, the Directors took reasonable steps: (i) (ii) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that there were no known bad debts and that adequate provision had been made for doubtful debts; and to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise. (b) At the date of this report, the Directors are not aware of any circumstances which would render: (i) (ii) it necessary to write off any bad debts or the amount of the provision for doubtful debts inadequate to any substantial extent; and the values attributed to the current assets in the financial statements of the Company misleading. (c) (d) (e) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Company misleading or inappropriate. At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Company which would render any amount stated in the financial statements misleading. As at the date of this report, there does not exist: (i) (ii) any charge on the assets of the Company which has arisen since the end of the financial year which secures the liabilities of any other person, or any contingent liability of the Company which has arisen since the end of the financial year. 20
directors report (cont d) Other statutory information (cont'd.) (f) In the opinion of the Directors: (i) (ii) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Company to meet its obligations when they fall due; and no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Company for the financial year in which this report is made. Auditors The auditors, Ernst & Young, have expressed their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the Directors dated 28 October 2011. Ho Swee Fong Arulnathan A/L M Michael Dass Kuala Lumpur 21
statement by directors Pursuant to Section 169(15) of the Companies Act, 1965 We, Ho Swee Fong and Arulnathan a/l M Michael Dass, being two of the Directors of Malaysian Investor Relations Association Berhad, do hereby state that, in the opinion of the Directors, the accompanying financial statements set out on pages 26 to 39 are drawn up in accordance with Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Company as at 30 June 2011 and of the results and the cash flows of the Company for the year then ended. Signed on behalf of the Board in accordance with a resolution of the Directors dated 28 October 2011. Ho Swee Fong Arulnathan A/L M Michael Dass statutory declaration Pursuant to Section 169(16) of the Companies Act, 1965 I, Ho Swee Fong, being the director primarily responsible for the financial management of Malaysian Investor Relations Association Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 26 to 39 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the abovenamed Ho Swee Fong at Kuala Lumpur in the Federal Territory on 28 October 2011 Ho Swee Fong Before me, 22
independent auditors report to the members of Malaysian Investor Relations Association Berhad (incorporated in Malaysia) Report on the financial Statements We have audited the financial statements of Malaysian Investor Relations Association Berhad, which comprise the statement of financial position as at 30 June 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 26 to 39. Directors responsibility for the financial statements The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Company as at 30 June 2011 and of its financial performance and cash flows for the year then ended. Report on other legal and regulatory requirements In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report that, in our opinion, the accounting and other records and the registers required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act. 23
independent auditors report (cont d) to the members of Malaysian Investor Relations Association Berhad (incorporated in Malaysia) Other matters This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. Ernst & Young AF: 0039 Chartered Accountants Chan Hooi Lam No. 2844/02/12(J) Chartered Accountant Kuala Lumpur, Malaysia 24
financial statements Statement of financial position... 26 Statement of comprehensive income... 27 Statement of changes in equity... 28 Statement of cash flows... 29 Notes to the financial statements... 30
statement of financial position as at 30 June 2011 note 2011 2010 Assets Current assets Tax recoverable 2,806 357 Sundry receivables 3 9,410 8,839 Deposits with licensed financial institutions 4 1,829,688 2,012,503 Cash at bank 166,038 95,308 2,007,942 2,117,007 Total assets 2,007,942 2,117,007 Equity and liabilities Equity of the Company Retained earnings 124,722 123,219 Total equity 124,722 123,219 Current liabilities Government grant 5 1,670,012 1,757,547 Fees received in advance 6 7,300 12,500 Deferred income - Unutilised event vouchers 162,800 209,650 Sundry payables 7 43,108 14,091 Total liabilities 1,883,220 1,993,788 Total equity and liabilities 2,007,942 2,117,007 The accompanying notes form an integral part of the financial statements. 26
statement of comprehensive income for the year ended 30 June 2011 Note 2011 2010 Revenue 8 393,245 178,583 Other income 9 180,633 122,779 Staff costs 10 (410,399) (195,989) Other expenses (163,479) (105,373) Profit before tax 11 Income tax 12 1,503 29,644 Profit after tax, representing total comprehensive income for the year 1,503 29,644 The accompanying notes form an integral part of the financial statements. 27
statement of changes in equity for the year ended 30 June 2011 Retained earnings At 1 July 2009 93,575 Total comprehensive income for the year 29,644 At 30 June 2010 123,219 At 1 July 2010 123,219 Total comprehensive income for the year 1,503 At 30 June 2011 124,722 The accompanying notes form an integral part of the financial statements. 28
statement of cash flows for the year ended 30 June 2011 2011 2010 Cash flows from operating activities Profit before tax Adjustment for: Income recognised from Government grant (87,535) (80,100) (Reversal of)/allowance for impairment on sundry receivables (2,500) 3,660 Interest income (60,150) (42,679) Operating loss before working capital changes (150,185) (119,119) Changes in working capital: (Increase)/decrease in other receivables (86) 5,691 Increase/(decrease) in other payables 29,017 (43,065) Decrease in fees received in advance (5,200) (5,000) (Decrease)/increase in deferred income (46,850) 209,650 Cash (used in)/generated from operations (173,304) 48,157 Interest received 62,165 49,262 Taxes paid (946) (9,321) Net cash (used in)/generated from operating activities (112,085) 88,098 Net (decrease)/increase in cash and cash equivalents (112,085) 88,098 Cash and cash equivalents at beginning of year 2,107,811 2,019,713 Cash and cash equivalents at end of year 1,995,726 2,107,811 Cash and cash equivalents comprise the following: Cash at bank 166,038 95,308 Deposits with licensed financial institutions 1,829,688 2,012,503 1,995,726 2,107,811 The accompanying notes form an integral part of the financial statements. 29
notes to the financial statements 30 June 2011 1. corporate information The principal activity of the Company is to promote the professional development of investor relations and the practice of investor relations by public-listed companies in Malaysia with the investment community. There has been no change in the principal activity during the year. The Company is a company limited by guarantee. The registered office is located at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia. Bursa Malaysia Berhad, a company incorporated in Malaysia, is the sole Founding Member of the Company. The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 28 October 2011. 2. significant accounting policies 2.1 Basis of preparation The financial statements comply with Financial Reporting Standards ( FRS ) and the provisions of the Companies Act,1965 in Malaysia. The financial statements have been prepared on a historical basis and are presented in Ringgit Malaysia ( ), which is also the Company s functional currency. 2.2 Changes in accounting policies The new and revised FRSs, Amendments to FRS and Interpretations of Issues Committee ( IC Interpretations ) which are effective for its financial year beginning 1 July 2010 do not give rise to any significant impact on the financial statements except for those discussed below: FRS 7 Financial Instruments: Disclosures In the previous financial years, information about financial instruments was disclosed in accordance with the requirements of FRS 132 Financial Instruments: Disclosure and Presentation. FRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. The Company has applied FRS 7 prospectively in accordance with the transitional provisions. Hence, the new disclosures have not been applied to the comparatives. The new disclosures are included throughout the Company s financial statements for the year ended 30 June 2011. FRS 101 Presentation of Financial Statements (Revised) The revised FRS 101 introduces changes in the presentation and disclosures of financial statements. The revised Standard separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners, with all non-owner changes in equity presented as a single line. The Standard also introduces the statement of comprehensive income, with all items of income and expense recognised in profit or loss, together with all other items of recognised income and expense recognised directly in equity, either in one single statement, or in two linked statements. The Company has elected to present this statement as one single statements. 30
notes to the financial statements (cont d) 30 June 2011 2. significant accounting policies (cont d) 2.2 Changes in accounting policies (cont d) FRS 101 Presentation of Financial Statements (Revised) (cont d) In addition, a statement of financial position is required at the beginning of the earliest comparative period following a change in accounting policy, the correction of an error or the classification of items in the financial statements. The revised FRS 101 also requires the Company to make new disclosures to enable users of the financial statements to evaluate the Company s objectives, policies and processes for managing capital. 2.3 Standards issued but not yet effective The Directors expect that the new FRSs, Amendments to FRSs and IC Interpretations which are issued but not yet effective for the financial year ended 30 June 2011 will not have a material impact on the financial statements of the Company in the period of initial application. 2.4 Summary of significant accounting policies (a) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: (i) Membership fees Fees from members of the Company in excess of the estimated value of redeemable vouchers issued are recognised over the pertaining membership period on a straight-line basis. The estimated value of redeemable vouchers yet to be utilised as at the reporting date is recognised as deferred income until the redeemable vouchers are utilised or have expired, at which time the amount is recognised in statement of comprehensive income. (ii) Revenue from events held Fees from participants of events conducted by the Company, including the deferred income referred to in Note 2.4(a)(i) above, are recognised on the days of the events being held. (iii) Interest income Interest income from short-term placements and fixed deposits with licensed financial institutions is recognised on an accrual basis using the effective interest method. (b) Government grants Government grants are recognised initially at their fair value in the statement of financial position as deferred income where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. Grants that compensate the Company for expenses incurred are recognised as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate. 31
notes to the financial statements (cont d) 30 June 2011 2. significant accounting policies (cont d) 2.4 Summary of significant accounting policies (cont d) (c) Employee benefits (i) Short term benefits Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Company. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term nonaccumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Defined contribution plan As required by law, companies in Malaysia make contributions to the Employees Provident Fund ( EPF ). Such contributions are recognised as an expense in the proft or loss when incurred. (d) Income Tax Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted at the reporting date. Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised as income or an expense and included in the profit or loss for the period, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also recognised directly in equity. (e) Financial assets Financial assets are recognised in the statements of financial position when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. 32
notes to the financial statements (cont d) 30 June 2011 2. significant accounting policies (cont d) 2.4 Summary of significant accounting policies (cont d) (e) Financial assets (cont d) The Company determines the classification of their financial assets at initial recognition. Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. All financial assets of the Company are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process. A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received is recognised in profit or loss. (f) Impairment of financial assets The Company assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Company considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Company s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables. If any such evidence exists, the amount of impairment loss is measured as the difference between the asset s carrying amount and the present value of estimated future cash flows discounted at the financial asset s original effective interest rate. The impairment loss is recognised in profit or loss. The carrying amount of receivables is reduced through the use of an allowance account. When a receivable becomes uncollectible, it is written off against the allowance account. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss. 33
notes to the financial statements (cont d) 30 June 2011 2. significant accounting policies (cont d) 2.4 Summary of significant accounting policies (cont d) (g) Cash and cash equivalents Cash and cash equivalents include cash and bank balances, and deposits with licensed financial institutions. (h) financial liabilities Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability. Financial liabilities, within the scope of FRS 139, are recognised in the statement of financial position when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. Financial liabilities are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method. All financial liabilities of the Company are classified as other financial liabilities. Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process. A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss. 2.5 Significant accounting estimates and judgement The preparation of financial statements in accordance with FRS require the use of certain accounting estimates and exercise of judgement. Estimates and judgements are continually evaluated and are based on past experience, reasonable expectations of future events and other factors. No major judgements have been made by management in applying the Company s accounting policies. There are no key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year. 34
notes to the financial statements (cont d) 30 June 2011 3. sundry receivables 2011 2010 Interest receivables 2,275 4,290 Sundry receivables 8,295 8,209 Less: Allowance for impairment (1,160) (3,660) Sundry receivables, net 7,135 4,549 9,410 8,839 The Company s normal trade credit term is 14 days (2010: 14 days). Other credit terms are assessed and approved on a case-by-case basis. The sundry receivables of the Company are unsecured. The ageing analysis of the Company s sundry receivables is as follows: 2011 1 to 30 days past due but not impaired 2,400 31 to 60 days past due but not impaired 4,035 More than 91 days past due but not impaired 700 Impaired 1,160 8,295 Sundry receivables that are individually determined to be impaired at the reporting date relate to debtors that have defaulted on payments. These receivables are not secured by any collateral or credit enhancements. Movement in allowance account: 2011 At 1 July 2010 3,660 Reversal of allowance for impairment (2,500) At 30 June 2011 1,160 35
notes to the financial statements (cont d) 30 June 2011 4. Deposits with licensed financial institutions 2011 2010 Deposits with licensed bank 1,829,688 2,012,503 The weighted average effective interest rate ( WAEIR ) and the remaining maturities of the deposits at the reporting date are as follows: 2011 2010 Within Within WAEIR 3 months WAEIR 3 months % p.a. % p.a. Deposits with a licensed bank 3.25 1,829,688 2.60 2,012,503 Deposits with licensed bank are made for varying periods of between one day and three months depending on the immediate cash requirements of the Company, and earn interests at the respective short-term deposit rates. Deposits with a licensed bank that are neither past due nor impaired are placed with or entered into with reputable financial institutions. 5. government grant The Company receives Government grant from the Capital Market Development Fund, a body corporate under purview of the Securities Commission. As at 30 June 2011, the total disbursement received was 2,000,000. The grant was provided solely for financing the operations of the Company and is recognised as income in the period where the operating expenses incurred by the Company exceeds the income generated. The grant is received based on the delivery of designated milestones or Key Performance Indicators (KPIs). 2011 2010 Government grant received At 1 July/ At 30 June 2,000,000 2,000,000 Accumulated income recognised from Government grant At 1 July 242,453 162,353 Income recognised from Government grant (Note 9) 87,535 80,100 At 30 June 329,988 242,453 Unutilised Government grant 1,670,012 1,757,547 36
notes to the financial statements (cont d) 30 June 2011 6. fees received in advance Fees received in advance are in respect of membership fees of the next financial year. 7. sundry payables 2011 2010 Accruals 34,888 3,071 Provisions 8,220 11,020 43,108 14,091 Sundry payables are non-interest bearing and are normally settled on average term of one month (2010: average term of one month). 8. Revenue Revenue comprise membership fees, registration fees and income from workshops. 2011 2010 Membership fees 321,350 103,600 Registration fees and income from workshops 71,895 74,983 393,245 178,583 9. other income 2011 2010 Income recognised from Government grant (Note 5) 87,535 80,100 Interest income 60,150 42,679 Sponsorship receipts and sale of publications 32,948 180,633 122,779 10. staff costs 2011 2010 Salaries 363,511 172,949 EPF 42,322 20,756 Social security costs 1,957 1,224 Medical and insurance expenses 2,609 1,060 410,399 195,989 37
notes to the financial statements (cont d) 30 June 2011 11. Profit before tax The following amounts have been included in arriving at profit before tax: 2011 2010 Auditors remuneration 3,000 3,000 (Reversal of)/allowance for impairment on sundry receivables (2,500) 3,660 12. Income tax 2011 2010 Current income tax 2,446 Overprovided in prior years (1,503) (32,090) (1,503) (29,644) As the Company is a resident trade association, its income tax is assessed on a calendar year basis, at a scaled rate. A reconciliation of income tax expense applicable to profit before tax at the latest applicable income tax rate of 12% to income tax expense at the effective income tax of the Company is as follows: 2011 2010 Profit before tax Taxation at 12% Effect of scaled rate (2,675) Income not subject to tax (41,255) (28,066) Expenses not deductible for tax purposes 40,574 33,187 Deferred tax asset not recognised on tax losses 681 Overprovision of tax expense in prior years (1,503) (32,090) Income tax for the year (1,503) (29,644) The latest applicable income tax rate of 12% refers to the latest scaled rate applicable to the Company s chargeable income. 38
notes to the financial statements (cont d) 30 June 2011 13. financial risk management and capital management The overall financial risk management objective of the Company is to ensure that it creates value for its members whilst managing its credit and liquidity risks. The Company does not have significant expose to market risk. The Company operates within clearly defined guidelines that are approved by the Board and the Company s policy is not to engage in speculative transactions. (i) Credit risk The credit risk of the Company, or the risk of counterparties defaulting, is controlled by the application of monitoring procedures and credit assessment. Receivables are monitored on an ongoing basis via management reporting procedures. The Company has no significant concentration of credit risk from exposure to a single debtor or to group of debtors. The maximum credit risk associated with recognised financial assets is the carrying amount shown in the statement of financial position. For cash and bank balances, the Company minimises credit risk by dealing exclusively with reputable financial institutions. (ii) Liquidity risk The Company receives Government grant from the Capital Market Development Fund, a body corporate under purview of the Securities Commission. As at 30 June 2011, the total disbursement received was 2,000,000. The grant was provided solely for financing the operations of the Company. The Company actively manages its operating cash flows and maintains sufficient levels of cash and cash equivalents. (iii) Fair values All financial assets and liabilities are carried at the amount approximating their fair values on the statement of financial position due to their relatively short term in nature. The Company does not anticipate the carrying amounts recorded at the reporting date to significantlly differ from the values that would eventually be received or settled. 39
notice of fourth annual general meeting NOTICE IS HEREBY GIVEN THAT the Fourth Annual General Meeting of the Company will be held at Conference Room 1, Ground Floor, Bursa Malaysia Berhad, Exchange Square, Bukit Kewangan, 50200 Kuala Lumpur on Thursday, 22 December 2011 at 3.00 p.m., to transact the following businesses:- 1. To receive the Audited Financial Statements for the year ended 30 June 2011 and the Reports of Directors and Auditors thereon. 2. To re-elect Mohamed Ridzuan Bin Mohamed who retires as a Director of the Company pursuant to Article 46 of the Company s Articles of Association. 3. To re-elect David William Berry who retires as a Director of the Company pursuant to Article 46 of the Company s Articles of Association. 4. To re-elect Tan May Yee who retires as a Director of the Company pursuant to Article 46 of the Company s Articles of Association. 5. To re-elect Lim Cheong Guan who retires as a Director of the Company pursuant to Article 39 of the Company s Articles of Association. 6. To re-elect Clarence Gerard Boudville who retires as a Director of the Company pursuant to Article 39 of the Company s Articles of Association. 7. To re-elect Steven Tan Chek Chye who retires as a Director of the Company pursuant to Article 39 of the Company s Articles of Association. 8. To re-appoint Messrs Ernst & Young as Auditors of the Company for the financial year ending 30 June 2012 and to authorise the Directors to fix the Auditors remuneration. [Please refer to Note I] (Ordinary Resolution 1) (Ordinary Resolution 2) (Ordinary Resolution 3) (Ordinary Resolution 4) (Ordinary Resolution 5) (Ordinary Resolution 6) (Ordinary Resolution 7) 9. To transact any other business of which due notice shall have been given in accordance with the Companies Act, 1965. By Order of the Board Lim Lee Kuan (MAICSA 7017753) Soo Shiow Fang (MAICSA 7044946) Secretaries Kuala Lumpur Date: 30 November 2011 40
notice of fourth annual general meeting (cont d) Notes:- I. The Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require a formal approval of the shareholder for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting. II. III. IV. A Corporate Member and the Founding Member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote in its stead; a proxy need not be a member and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply. Where the instrument appointing a proxy is executed by a corporation, it must be executed under its common seal or under the hand of an officer or its attorney duly authorised. The instrument appointing a proxy must be deposited at the registered office of the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting, i.e. on or before 3.00 p.m. Tuesday, 20 December 2011. V. An Associate Member entitled to attend at this Meeting must appoint a corporate representative pursuant to Section 147(3) of the Companies Act, 1965 to attend in its stead. The Certificate of Appointment of Corporate Representative executed pursuant to Section 147(5) of the Companies Act, 1965 must be deposited with the Company before the Meeting. 41
list of members for membership year 2010/2011 (01 July 2010 to 30 June 2011) Corporate members Alam Maritim Resources Bhd* Alliance Bank Malaysia Bhd* AMMB Holdings Bhd* APFT Bhd APM Automotive Holdings Bhd* Asian Pac Holdings Bhd* Axis-REIT Managers Berhad* Bandar Raya Developments Bhd* Berjaya Retail Bhd Berjaya Sports Toto Bhd* Boustead Heavy Industries Corporation Bhd* Boustead Holdings Bhd* BSL Corporation Bhd Bursa Malaysia Bhd* C.I. Holdings Bhd* CapitaMalls Malaysia Trust* Careplus Group Bhd* CIMB Group Holdings Bhd* Classic Scenic Bhd* CNI Holdings Bhd CWORKS System Bhd Dayang Enterprise Holdings Bhd* Deleum Bhd* Delloyd Ventures Bhd* Digi.Com Berhad* Eastern & Oriental Bhd* ECS ICT Bhd* Efficient E-Solutions Bhd Equine Capital Bhd* Faber Group Bhd FACB Industries Incorporated Bhd* Fiamma Holdings Bhd Focus Point Holdings Bhd* Freight Management Holdings Bhd* Furniweb Industrial Products Bhd* Gamuda Bhd* GD Express Carrier Bhd* Genting Bhd* Genting Malaysia Bhd* (formerly known as Resorts World Bhd) Glomac Bhd* Greenyield Bhd* GW Plastics Holdings Bhd* Haisan Resources Bhd Hartalega Holdings Bhd Heitech Padu Bhd* HELP International Corporation Bhd* Hua Yang Bhd* IJM Corporation Bhd* Ireka Corporation Bhd* ISS Consulting Solution Bhd Jaya Tiasa Holdings Bhd Jobstreet Corporation Bhd* Karambunai Corp Bhd* Key Asic Bhd* Khazanah Nasional Bhd* Kossan Rubber Industries Bhd* KPJ Healthcare Bhd* Kurnia Asia Bhd* Kwantas Corporation Bhd* Lafarge Malayan Cement Bhd* Malayan Banking Bhd* Malaysia Airports Holdings Bhd* Malaysia Smelting Corporation Bhd* Malaysian Airline System Bhd* Malaysian Building Society Bhd* Malaysian Genomics Resource Centre Bhd* Malaysian Resources Corporation Bhd* Masterskill Education Group Bhd* MBf Holdings Bhd Merge Energy Bhd Mesiniaga Bhd* Mulpha International Bhd* Mulpha Land Bhd Naim Holdings Bhd* NCB Holdings Bhd* Octagon Consolidated Bhd PadiBeras Nasional Bhd Pelikan International Corporation Bhd Pharmaniaga Bhd* Plus Expressways Bhd PPB Group Bhd* Privasia Technology Bhd* Protasco Bhd* Public Bank Bhd* Puncak Niaga Holdings Bhd* Putrajaya Perdana Bhd QL Resources Bhd* RCE Capital Bhd Reliance Pacific Bhd* RGB International Bhd SAAG Consolidated (M) Bhd* Salcon Bhd* Sarawak Plantation Bhd* Sealink International Bhd* Sime Darby Bhd* Sino Hua-An International Bhd SMR Technologies Bhd* Solution Engineering Holdings Bhd Sunway Holdings Bhd Swee Joo Bhd TA Enterprise Bhd* Tenaga Nasional Bhd* Time dotcom Bhd* Time Engineering Bhd* Top Glove Corporation Bhd* Tracoma Holdings Bhd United Malayan Land Bhd* Uzma Bhd* Voir Holdings Bhd* Zelan Bhd Associate MemberS Columbus Circle Governance Sdn Bhd ZJ Advisory Sdn Bhd* NextVIEW Sdn Bhd SI Portal.Com Sdn Bhd* * renewed membership for membership year 2011/2012 42
list of members (as at November 2011) NEW MIRA MEMBERS for membership year 2011/2012 Corporate Members AEON Co. (M) Bhd Axiata Group Bhd Benalec Holdings Bhd Carlsberg Brewery Malaysia Bhd Evergreen Fibreboard Bhd Eversendai Corporation Bhd Genting Plantations Bhd GHL Systems Bhd GuocoLand (Malaysia) Bhd Harbour-Link Group Bhd Hektar Asset Management Sdn Bhd Ideal Jacobs (Malaysia) Corporation Bhd K & N Kenanga Holdings Bhd Kencana Petroleum Bhd KUB Malaysia Bhd Latexx Partners Bhd LBS Bina Group Bhd Lestari Pasifik Bhd Petronas Chemicals Group Bhd Poh Kong Holdings Bhd RHB Capital Bhd Shell Refining Company (FOM) Bhd SP Setia Bhd Sunway Bhd Sunzen Biotech Bhd Tambun Indah Land Bhd TSH Resources Bhd UMW Holdings Bhd UOA Development Bhd WCT Bhd Yee Lee Corporation Bhd ASSOCIATE Members Arkadin Malaysia Sdn Bhd Burson-Marsteller (M) Sdn Bhd Chart Nexus Sdn Bhd Esente Communications (M) Sdn Bhd Individual MEMBERS Name Kalavathy Subramaniam Chin Fok Kheong Ida Rahayu bt Mohd Ramli Koay Lean Lee Lim Peng Kiat Lwee Wen Ling Nor Haizam Binti Mohammad Skash Lee Wee Kuan Yip Tuck Wah Zarik Zainuddin Chen Kok Peng category Fellow Full Member Full Member Full Member Full Member Full Member Full Member Full Member Full Member Full Member Provisional Member 43
(This page is intentionally to be left blank)
MALAysIAN INVESTOR RELATIONS ASSOCIATION BERHAD (777008-W) (Incorporated in Malaysia) form of proxy We,..., of... (Full Name in Capital Letters) (Full Address) being a Corporate Member / the Founding Member of the above-named Company, hereby appoint...of... or failing him/her,... of... as our proxy to vote for us on our behalf at the Fourth Annual General Meeting of the Company, to be held at Conference Room 1, Bursa Malaysia Berhad, Exchange Square, Bukit Kewangan, 50200 Kuala Lumpur on Thursday, 22 December 2011 at 3.00 p.m. and at any adjournment thereof. The proxy is to vote in the manner indicated below, with an X in the appropriate spaces. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion. NO. RESOLUTIONS FOR AGAINST 1. To re-elect Mohamed Ridzuan Bin Mohamed who retires as a Director of the Company pursuant to Article 46 of the Company s Articles of Association. 2. To re-elect David William Berry who retires as a Director of the Company pursuant to Article 46 of the Company s Articles of Association. 3. To re-elect Tan May Yee who retires as a Director of the Company pursuant to Article 46 of the Company s Articles of Association. 4. To re-elect Lim Cheong Guan who retires as a Director of the Company pursuant to Article 39 of the Company s Articles of Association. 5. To re-elect Clarence Gerard Boudville who retires as a Director of the Company pursuant to Article 39 of the Company s Articles of Association. 6. To re-elect Steven Tan Chek Chye who retires as a Director of the Company pursuant to Article 39 of the Company s Articles of Association. 7. To re-appoint Messrs Ernst & Young as Auditors of the Company for the financial year ending 30 June 2012 and to authorise the Directors to fix the Auditors remuneration. Signed this day of.. 2011 Signature: Notes:- i. A Corporate Member and the Founding Member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote in its stead; a proxy need not be a member and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply. ii. iii. Where the instrument appointing a proxy is executed by a corporation, it must be executed under its common seal or under the hand of an officer or its attorney duly authorised. The instrument appointing a proxy must be deposited at the registered office of the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting, i.e. on or before 3.00 p.m. Tuesday, 20 December 2011. iv. An Associate Member entitled to attend at this Meeting must appoint a corporate representative pursuant to Section 147(3) of the Companies Act, 1965 to attend in its stead. The Certificate of Appointment of Corporate Representative executed pursuant to Section 147(5) of the Companies Act, 1965 must be deposited with the Company before the Meeting.
Fold this flap for sealing Then fold here AFFIX POSTAGE STAMP Malaysian Investor relations association Berhad (777008-W) Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur 1st fold here
Malaysian Investor Relations Association Berhad (777008-W) Annexe Building, Bursa Malaysia Exchange Square, Bukit Kewangan, 50200 Kuala Lumpur, Malaysia Tel : +603 2034 7491 / 7415 F ax : +603 2732 0771 Email : mira@bursamalaysia.com www.mira.com.my