1
AN
NU
AL
REPO
RT 2
014
|Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
contents
Corporate Information
Corporate Structure
Board of Directors
Group Management
Chairman’s Statement
Message From TheExecutive Vice Chairman
Group Chief ExecutiveOfficer’s Review
Corporate Governance Statement
Audit Committee Report
Statement on Risk Management andInternal Control
Statement on DirectorsResponsibility
Recurrent Related PartyTransactions
Financial Statements
List of Properties
Analysis of Shareholdings
Notice of Annual General Meeting
Annexure A
Proxy Form
greater heights
04
24 - 3637 - 3940 - 42
43
44 - 4648 - 121
122123 - 124125 - 128
0608 - 1214 - 151617
18 - 22
2
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
to build internationalbrand businesses...
damansara heightsjohor bahru
3
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
...that expand intoglobal market.
4
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
corporateinformation
Board of directors
YB dAto’ AHmAd ZAHRi BiN JAmiLindependent Non-executive chairman(appointed w.e.f 22 august 2014)
YB dAto’ dAiNG A mALeK BiNdAiNG A RAHAmANexecutive Vice chairman (redesignated from chairman toexecutive Vice chairman w.e.f 22 august 2014)
tuAN SYed omAR BiN SYed moHAmedManaging Director/ Group chief executive officer
PuAN ZAiNAH BiNti muStAFASenior independent Non-executive Director
YB dAto’ AR. WAN moHAmmAd KHAiR-iLANuAR BiN WAN AHmAdindependent Non-executive Director(appointed w.e.f 6 June 2014)
YBHG dAto’ SoHAimi BiN SHAHAdANindependent Non-executive Director(appointed w.e.f 6 June 2014)
tuAN HJ ABduLLAH BiN md YuSoFindependent Non-executive Director(appointed w.e.f 6 June 2014)
eNCiK WAN AZmAN BiN iSmAiLNon-independent Non-executive Director (redesignated from Managing Director to Directorw.e.f 6 June 2014)
YBHG dAto’ mANi uSiLAPPANindependent Non-executive Director(resigned w.e.f 6 June 2014)
tuAN HJ LuKmAN BiN HJ. ABu BAKARNon-independent Non-executive Director(resigned w.e.f 6 June 2014)
YBHG dAtuK YAHYA BiN YA’ACoBindependent Non-executive Director(resigned w.e.f 6 June 2014)
mR LeuNG KoK KeoNGindependent Non-executive Director(resigned w.e.f 6 June 2014)
eNCiK YuSoF BiN RAHmAtNon-independent Non-executive Director(resigned w.e.f 6 June 2014)
Audit Committee
PuAN ZAiNAH BiNti muStAFA(chairman)
YB dAto’ AR. WAN moHAmmAd KHAiR-iLANuAR BiN WAN AHmAd(appointed w.e.f 6 June 2014)
tuAN HJ ABduLLAH BiN md YuSoF(appointed w.e.f 6 June 2014)
YBHG dAto’ mANi uSiLAPPAN(resigned w.e.f 6 June 2014)
tuAN HJ LuKmAN BiN HAJi ABu BAKAR(resigned w.e.f 6 June 2014)
ComPANY SeCRetARYaHMaD FaiSaL BiN aBDuL KariM(MaicSa 7045851)
ReGiSteRed oFFiCeLot 10.3, Level 10 Wisma chase perdana off Jalan Semantan Damansara Heights50490 Kuala Lumpur tel: +603-20812688 Fax: +603-20812690
SHARe ReGiStRARtricor iNVeStor SerViceS SDN. BHD.Level 17, the Gardens North tower, Mid Valley city, Lingkaran Syed putra,59200 Kuala Lumpur tel: +603 – 2264 3883Fax: +603 – 2282 1886email: [email protected]
StoCK exCHANGe LiStiNGMain Market of Bursa Malaysia Securities Berhad
AuditoRSernst & Young
PRiNCiPAL BANKeRSciMB Bank Berhad
6
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
corporatestructure
WHoLLY oWNed SuBSidiARieSDamansara Forest products (Malaysia) Sdn Bhd
Damansara Forest products (Malaysia) Sdn Bhd (pNG)
Damansara Galaxy Sdn Bhd [fka Beta Series (M) Sdn Bhd]
Damansara Millenium Sdn Bhd [fka istiwa Sdn Bhd]
Damansara realty (Johor) Sdn Bhd
Damansara realty (terengganu) Sdn Bhd
Damansara realty construction Sdn Bhd[fka Kesang pharmaceutical Sdn Bhd]
Damansara realty Land Sdn Bhd[fka armada tijaarah Sdn Bhd]
Damansara realty Management[timber operations] Sdn Bhd
Damansara realty Management Services Sdn Bhd
Damansara realty properties Sdn Bhd [fka Damansara realty (Selangor) Sdn Bhd]
Damansara urban Sdn. Bhd.[fka insan Kualiti Sdn Bhd]
Drp construction Sdn Bhd[fka Kesang Housing Sdn Bhd]
Harta Facilities Management Sdn Bhd
JoLS construction Sdn Bhd
Kesang construction & engineering Sdn Bhd
Kesang equipment Hire Sdn Bhd
Kesang industries Sdn Bhd
Kesang Leasing Sdn Bhd
Kesang properties Sdn Bhd
Kesang trading Sdn Bhd
Metro equipment Systems (M) Sdn Bhd
Metro parking (M) Sdn Bhd
Metro parking (Sabah) Sdn Bhd
Smart parking Management Systems Sdn Bhd
tebing aur Sdn Bhd
tMr acMV Services Sdn Bhd
tMr Koll Sdn Bhd
SuBSidiARieSD’ Healthcare centre Sdn Bhd[fka professional aspiration Sdn Bhd]
Damansara realty (pahang) Sdn Bhd
Hc Duraclean Sdn Bhd
Healthcare technical Services Sdn Bhd
Kesang industries Sdn Bhd
Kesang Kastory enterprise Sdn Bhd
Kesang Quarry Sdn Bhd
M.N. Koll (M) Sdn Bhd
pedas Quarry Sdn Bhd
tMr urusharta (M) Sdn Bhd
oVeRSeAS ComPANieSDamansara Batai (pNG) Ltd.
Damansara -Siau (pNG) Ltd.
Damansara-pai (pNG) Ltd.
Metro parking (B) Sdn Bhd
Metro parking (HK) Limited
Metro parking (S) pte Ltd
Metro parking india pte Ltd
Metro parking Management (philippines) inc
8
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
board ofdirectors
Dato' ahmad Zahri bin Jamil, aged 66, wasappointed as the independent Non-executivechairman and Director of Damansara realty Berhadon 22 august, 2014. Dato' ahmad Zahri served asa Director of Yayasan pelajaran Johor from 2004 to2013 and was a Director of Johor corporation from2009 to 2013. He was the chairman of the executivecommittee, Housing, Local Government and publicamenities of State of Johor from 2008 to 2013. Heholds a Bachelors of arts, university of Malaya. Hewas the private Secretary to the Menteri Besar ofJohor from 1982 to 1986 and subsequently becamethe political Secretary at the prime Minister’sDepartment from 1986 to 1987. He was alsothe State assemblyman of Sri Medan, parit Sulong,Batu pahat, Johor from 1999 to 2013.
other than as disclosed, he does not have any family relationship with any director and/ormajor shareholder of DBhd. He has no personal interest in any business arrangement involvingDBhd.He has not been convicted for any offences and he attended all Board Meetings ofthe company since his appointment in the financial year ended 31 December 2014.He owns 20,000 units of ordinary shares of DBhd.
independent Non-executive chairman
YB DATO’AHMAD ZAHRIBIN JAMIL
9
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
Dato’ Daing a Malek bin Daing a rahaman,aged 59, was appointed as the Non-independentNon-executive Director of Damansara realty Berhadon 26 May, 2014. He was redesignated as executivechairman on 6 June 2014 and later as executiveVice chairman on 22 august 2014. Dato’ Daing a Malek was also appointed as the chairman ofthe Nomination and remuneration committee on6 June 2014 and subsequently resigned on15 october 2014.
Dato’ Daing a Malek possesses more than 30 yearsof experience in commercial business, namely, in realestates, property development, construction andmaterial supplies. He is a Director of KnusfordBerhad and also a Non-executive chairman of astakapadu Sdn Bhd, a Bumiputra company, which iscurrently developing the tallest residence tower inJohor Bahru. He is also a director in many otherprivate companies, which businesses include logistics,reclamation works, port services and management,advisory and consultancy for development andmanagement of BLt (build, lease and transfer) andrelated government projects. He is also a Member of the Johor council royal court.He holds a Bachelor of Surveying (propertyManagement) from universiti teknologi Malaysia.prior to venturing into business, he was a Valuationofficer under the Ministry of Finance and attachedto Jabatan penilaian Harta Batu pahat anda Lecturer at the Survey Faculty at the universityteknologi Malaysia.
other than as disclosed, he does not have anyfamily relationship with any director and/or majorshareholder of DBhd. However, he holds indirectinterest of 51% equity shareholding in DBhd throughSeaview Holdings Sdn. Bhd.
He has not been convicted for any offencesand he attended two (2) out of three (3) Boardof Directors’ Meetings of the companysince his appointment, in the financialyear ended 31 December 2014.
executive Vice-chairman
YB DATO’DAING A MALEKBIN DAINGA RAHAMAN
board of directors (cont’d)
Zainah binti Mustafa, aged 60, is a Senior independentNon-executive Director of DBhd. She is the chairman ofthe audit committee and a member of the Nominationand remuneration committee.
She graduated from institut teknologi Mara(presently universiti teknologi Mara) and obtainedher association of chartered certified accountants(acca) united Kingdom in 1976. She is now a Fellow of association of certified chartered accountant (Fcca).
She started her career as an assistant Senior auditor in perbadanan Nasional Berhad in 1977. She joined Jcorp in october1978 and rose through the ranks to the Group chief Financial officer before retiring on 31 october 2002.
She also sits on the Board of other listed companies, namely, KpJ Healthcare Berhad, Damansara reit Managers Sdn Bhd(al-`aqar KpJ reit) and al-’aqar capital Sdn Bhd.
other than as disclosed, she does not have any family relationship with any director and/or major shareholder of DBhd.She has no personal interest in any business arrangement involving DBhd. She has not been convicted for any offencesand she attended all Board of Directors’ Meetings of the company in the financial year ended 31 December 2014. Shedoes not own any units of ordinary shares of DBhd.
10
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
Senior independentNon-executive Director• audit committee chairman• Nomination and remuneration committee Member
Managing Director &Group chief executive officer
puan Zainahbinti Mustafa
tuan Syed omarbin Syed Mohamed
Syed omar bin Syed Mohamed, aged 47, wasappointed as a Non-independent Non-executiveDirector of Damansara realty Berhad on 26 May 2014.on 6 June 2014, he was redesignated as ManagingDirector and Group chief executive officer of DBhd. He was also appointed as a member of the Nominationand remuneration committee on the same date andsubsequently resigned on 15 october 2014
He holds a Bachelor of accounting and Finance from university of Sunderland, united Kingdom (1993). Syed omarbin Syed Mohamed has more than 20 years experience in the corporate world and commercial business, namely, inbusiness turnaround and capital raising exercises, property development and construction and furniture and interiordesign businesses. He was the Senior Business Development Manager in Federal Furniture Berhad. He was an associateof the asset Management and investment risk Managing analysis team under turnaround Managers inc., whichachievement included Debt restructuring Scheme for Lankhorst Bhd. He was the executive Director in severalcompanies including the Stone empire Group, Jalex Bhd and Kedah Marble. He was the executive Director of cahayapedoman Sdn Bhd, a construction and interior design company, which project development included terminalBas pudu Sentral, 28 storey Kenanga international central office and Swiss Garden Hotel Group. He was appointedas the economic advisor of perDaSaMa (Malay Businessman and industrialists association of Malaysia) on 25March 2015.
He was the Special executive officer in uDa, assisting the ceo of uDa in various development projects from2008 until 2010. He was also the Special executive officer to the ceo of Kumpulan prasarana rakyat Johor.
other than as disclosed, he does not have any family relationship with any director and/or major shareholder ofDBhd. He has no personal interest in any business arrangement involving DBhd. He has not been convicted for anyoffences and attended all Board of Directors’ Meetings of the company since his appointment, in the financial yearended 31 December 2014. He does not own any units of ordinary shares of DBhd.
board ofdirectors (cont’d)
Dato’ Sohaimi bin Shahadan, aged 46 was a ppointed as the independent Non-executive Director of Damansara realty Berhad on 6 June 2014.
He holds a Bachelor in Business administration from university putra Malaysia, a Master in corporate communication from West coast institute of technology and Management at perth, australia and a Master in Business administration from university Kebangsaan Malaysia.
From 1998 to 2010, he was the Director of institute of Bumiputra entrepreneurs.He is the chairman of pelaburan Mara Berhad since 2013 (investment entity for Majlis amanahrakyat–Mara), He was appointed as the independent Non-executive chairman for KBB resources Berhadsince 2013, a public limited company engaged in rice and vermicelli business. He is also an independent Non-executive Director of KuB Malaysia Berhad from 2013. He also serves as chairman of pDZ Holdings Berhad.
While engaging in his business, Dato’ Sohaimi is also passionate in the political arena. in 2009, he was entrustedas uMNo Youth exco Member and served as the chairman of the economic Development Bureau (Bepu). in 2013,he was elected as a member of uMNo High Supreme council. in addition, he also served as chairman of aseanYoung entrepreneurs Secretarial (aYeS), the chairman of perDaSaMa Muda Malaysia before being appointed asVice president of perDaSaMa, committee Member of Selangor Malay chamber of commerce Malaysia (DpMM),the patron of consortium cartoonist at Work (caW), the entrepreneurs Speaker for institut Keusahawanan Negara(iNSKeN) and also the chairman of Gerakan prihatin rakyat Selangor (GprS).
other than as disclosed, he does not have any family relationship with any director and/or major shareholderof DBhd. He has no personal interest in any business arrangement involving DBhd. He has not been convicted forany offences and attended all Board of Directors’ Meetings of the company since his appointment, in thefinancial year ended 31 December 2014. He does not own any units of ordinary shares of DBhd.
11
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
independentNon-executive Director• audit committee Member• Nomination and remuneration committee chairman
YB Dato’ ar.Wan MohammadKhair-il anuar binWan ahmad
independentNon-executive Director
YBhg Dato’ Sohaimibin Shahadan
Dato' ar. Wan Mohammad Khair-il anuar bin Wan ahmad, aged 55, was appointed to the Board of Damansara realty Berhad as an independent Non-executive Director and a member of the audit committee on 6 June 2014. Subsequently, he was appointed as the chairman of the Nomination and remuneration committee on 15 october 2014.
He holds a Bachelor of arts with Honours Degree in architecture (1983) and a Masters Degree from Kingstonuniversity in London. He is the principal partner of W&W architects and holds membership of professionalassociations including paM (association of architects Malaysia), riBa (royal institute of British architects) andMiiD (Malaysian institute of interior Design).
He has 25 years of experience in architectural practice, project management, construction and property development.He has served the community as a Kuala Kangsar Municipal councillor from 1999 to 2001 and acted as a memberof the commercial Vehicle Licensing Board from 2000 until 2002. He has been a member of the Board of therubber industry Smallholders Development authority (riSDa) since 2005. He also serves on the Board oftechnology park Malaysia Sdn Bhd as Director. He was appointed as chairman of Malaysia palm oil Board (MpoB)on 11 September, 2013.
other than as disclosed, he does not have any family relationship with any director and/or major shareholder ofDBhd. He has no personal interest in any business arrangement involving DBhd. He has not been convicted for anyoffences and he attended all Board of Directors’ Meetings of the company in the financial year ended 31 December2014 since his appointment. He does not own any units of ordinary shares of DBhd.
board of directors (cont’d)
12
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
Wan azman b in ismail, aged 51, a Malaysian, is aNon-independent Non-executive Director of DBhd.
He is currently the Vice president of Johor corporation(Jcorp). He resigned as the Managing Director ofDamansara realty Berhad on 6 June 2014 .
He graduated with a Ba (Hons) in accounting andFinancial analysis, university of Newcastle upon tyne,united Kingdom in 1988. He started his career under the corporate Finance Division of perwira affin MerchantBank Berhad from September 1990 to March 1996. He later joined the corporate Finance Division of BSNMerchant Bank Berhad from March 1999 to July 1999.
He joined Jcorp Group in September 1999 to December 2000 and later joined Damansara realty Berhad in January2001. in June 2014, he joined Jcorp as the Vice president.
other than as disclosed, he does not have any family relationship with any director and/or major shareholder ofDBhd. He has no personal interest in any business arrangement involving DBhd. He has not been convicted forany offences. He attended all six(6) Board of Directors’ Meetings of the company in the financial year ended31 December 2014. He does not own any units of ordinary shares of DBhd.
12
Non-independentNon-executive Director
encik Wan azmanbin ismail
abdullah bin Md. Yusof, aged 49, was appointedas an independent Non-executive Director anda member of the audit committee of Damansararealty Berhad on 6 June, 2014. He was alsoappointed as a member of the Nomination &remuneration committee on 15 october 2014.
He holds a Bachelor of arts (Hons) in History fromuniversity Malaya in 1989 and holds a certificate ofcompany Secretarial from institut usahawan Bumiputera
He is the chairman of poly tax and accounting Services, a company Secretarial and Business consultant,since 2004. He was a member of Majlis Bandaraya, Johor Bahru from 2007 until 2014. He is a member of theJawatankuasa Majlis usahawan and Koperasi Negeri Johor since 2005. He has also served the community as Ketuapenerangan Majlis Gabungan NGo Melayu Negeri Johor (GaBuNG) since 2011, YDp persatuan penjaja, peniagadan pengusaha industri Kecil Melayu, Johor Bahru since 2002, penceramah dan penyelia Biro tatanegara Johorfrom 1990-2000. He was the Special officer to the Deputy Minister of plantation industries and commodities ofMalaysia, YB Dato’ Hamzah bin Zainuddin from 2008 to 2013. He was also the eXco pemuda uMNo Malaysia andKetua pemuda uMNo Bahagian pulai from 2004 to 2008.
other than as disclosed, he does not have any family relationship with any director and/or major shareholderof DBhd. He has no personal interest in any business arrangement involving DBhd. He has not been convictedfor any offences and he attended all Board of Directors’ Meetings of the company since his appointment, in thefinancial year ended 31 December 2014. He does not own any units of ordinary shares of DBhd.
independentNon-executive Director• audit committee Member • Nomination and remuneration committee Member
tuan Hajiabdullah binMd Yusof
board ofdirectors (cont’d)
groupmanagement
eNCiK ZAKi ALBAR BiN BAHARichief Financial officer
eNCiK A’ZmiN BiN ABduLLAHHead of property Division
eNCiK AHmAd FAiSAL BiN ABduL KARimGroup company Secretary
PuAN oSNAiNi BiNti oSmANHead of accounts
14
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
po
ra
te r
epo
rt
tuAN SYed omAR BiN SYed moHAmedManaging Director / Group chief executive officer eNCiK HAmdAN BiN moHd NoRproject Director
eNCiK AHmAd NooR BiN mAJidchief operating officer
1
1
2
3
4
5
6
7
2 3 54
6
7
15
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
eNCiK NAWFAL NAim BiN oSmANHead of Legal
PuAN AZuLLAiHA BiNti ABduLLAHHead of internal audit
eNCiK YAHAYA BiN HASSANManaging Director ofHealthcare technical Services Sdn Bhd
eNCiK ABd JALiL BiN PANdiManaging Director of Metro parking (M) Sdn Bhd
eNCiK AZHARi BiN ABduL HAmidManaging Director of Hc Duraclean Sdn Bhd
tuAN HAJi ‘ALA BiN mANSoRManaging Director of tMr urusharta (M) Sdn Bhd
eNCiK SHiKH moHd FAuZi BiN SHiKH KHALidBusiness Development Director oftMr urusharta (M) Sdn Bhd
mR RoBeRt RAYmoNd NAYAGAmSpecial officer to Managing Director/Group chief executive officer
10
11
12
13
14
15
8
9
8 1011 121314
15
9
group management (cont’d)
16
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra r
eaLt
Y B
erH
aD
co
rpo
rat
e r
epo
rt
chairman’sstatement
deAR SHAReHoLdeRS,
on behalf of the Board of Directorsof Damansara realty Berhad (“DBhd”or the “company”), i have the pleasure ofpresenting to you the annual report andthe audited financial statements of thecompany for the financial year ended 31 December 2014.
oVeRVieW
i look back at the previous corporate development of the DBhd Group, namely the 2012’s acquisition by DBhd ofMetro parking (M) Sdn Bhd, Hc Duraclean Sdn Bhd and tMr urusharta (M) Sdn Bhd and truly believe the strategiesby the Senior Management team to reap the proper potential of these subsidiaries of the company which will unlock the true value of DBhd Group.
the team had put forth a restricting plan in evaluating and refining the whole business processes of the DBhd Group,which includes business development, procurement, business tenders, financial controls and corporate governance. thebusiness collaboration strategies between the subsidiaries were also designed to enhance the synergistic value of thesubsidiaries in the DBhd Group rather than the previous standalone operating structure. these collaborative synergiesshall provide a solid platform for the re-branding of the DBhd Group and boost its business propositions to its clients.
2014 FiNANCiAL HiGHLiGHtS
Group revenue for DBhd and its subsidiary companies held steady, from rM188.5 million in 2013 to rM198.6 millionin 2014 attributable to higher contributions from the car parking management services and the increase in revenuefrom the property Division.
Gross profit (“Gp”) rose a significant 21.4%, from rM33.6 million in 2013 to rM40.8 million in 2014, mainly fromhigher contributions from the property Division.
FutuRe PRoSPeCtSWith the building blocks we have built to the existing businesses within the DBhd Group over the past financial yearunder the new Board of Directors and Senior Management team, DBhd is making positive headway in each of ourcore businesses, and we aim to accelerate our progress thus enabling the DBhd Group to contribute further toits shareholders’ value.
Furthermore, as we embark on a revamped horizon for our property Development Division, the façade of the DBhdGroup shall now be transformed for the better. as the property Development Division further expands its propertyprojects, we are confident of being able to drive our growth given our strong fundamentals, expertise and brand withinour core business segments.
ACKNoWLedGemeNtS
continuing into 2015, i wish to thank all stakeholders for their unwavering support of DBhd’s journey. a hugethank you also to my fellow Board Members for their support, advice and assistance to enable me to dischargemy responsibilities as chairman to bring the DBhd Group forward. Finally, my heartfelt thanks go to the Management teamand all DBhd Group staff members for their dedication in delivering their very best efforts in bringing the DBhd Groupto the world. together, i am confident that DBhd will continue with its strong effort to become one of the major playersin the property development sector in the country.
dato’Ahmad Zahri bin Jamilchairman
PRoPeRtY deVeLoPmeNt ReJuVeNAtioNthe DBhd Group, previously a synonymous brand in property development, has set forth ambitious plans in rejuvenatingits property Development Division. amongst the key strategies was to re-brand its property development by fittinglycarrying the long established marque name of Damansara for all its property developments.
the DBhd Group currently owns approximately 500 acres of freehold undeveloped land in Kuantan, pahang. previouslyknown as Bandar Damansara Kuantan, we had re-branded the development to the aptly named Damansara Hills Kuantan.an appropriately priced medium-end residential housing development is set to be launched by financial year end, whichshall earmark the DBhd Group’s re-entry as a full developer of quality and ‘buyable’ properties after years of inactivity.
More promisingly, after commencing the development of phase 1 of the development of the previously named tamanDamansara aliff in 2013, we had made our maiden sale of a three-storey shop office during the financial year. tamanDamansara aliff, which has now been re-branded to Damansara Heights Johor Bahru, consists of approximately 57 acresof prime freehold undeveloped land in Johor Bahru. the new Management team had revamped the development plansfor Damansara Heights Johor Bahru to consist of a mixed development, which shall comprise of high-rise residentialtowers and offices, as well as a retail mall, transportation terminal, hospitals, private educational institutions and largepublic recreational park. the Damansara Heights Johor Bahru project is expected to span over a development periodof over ten years and shall become the crowning jewel for the DBhd Group.
PRoPeRtY SeRViCeS SeGmeNt to GRoW iN tANdemour property services companies, namely Metro parking (M) Sdn Bhd,Hc Duraclean Sdn. Bhd. and tMr urusharta SdnBhd has undergone important revamps in the way it secured new businesses. together with the Group Management,we are looking at new strategic alliances to quantum leap the growth in these businesses.
CoRPoRAte GoALSat DBhd Group Management, we are focusing on sustainable profitable growth through maximizing opportunities inrapiD pengerang, economic growth in Johor and also overseas market, particularly in papua New Guinea and philippines.We will also strengthen our integrated facilities management and parking management services to bring sustainablerevenue and profit to the Group.
ACKNoWLedGemeNtSas the DBhd Group embarks on another year, i would like to take this opportune juncture to thank our businessassociates, financial supporters, Federal and State Governments and its agencies and the regulatory authorities for theircontinuous collaboration and ongoing support.
equally, i would like to extend my appreciation to all our shareholders and investors for their belief in the true prospects ofthe DBhd Group.
i would like to thank our Board of Directors, Management and employees. i express this with my heartfelt appreciation foryour continuous commitment to our shared goals. the business landscape will only get competitive yet promising, but withour solid fundamentals now in place, we collectively have what it takes to continue to aim for Greater Heights.
“today, marks slightly more than a year since the entry ofSeaview Holdings Sdn Bhd as the controlling shareholder ofthe company, pursuant to its acquisition of the 51% interestfrom the Johor corporation and its related companies. thecomposition of the Board of Directors of the company hadsince then changed, together with the appointments of thenew line-up of the Senior Management team.”the new Senior Management team, which comprises of newexperience talents to bring forth revitalised ideas, as well aspromotion from within to ensure the stability and continuityin operations. this is to bring about the unpolished valueof the DBhd Group.
message from the executive vice chairman
17
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
dato’ daingA malek bin daing A RahamanexecutiveVice chairman
18
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
managing director/group chief executive officer’sreview of operation
the year under review showed the transition of newcontrolling major shareholders from Johor corporationto Seaview Holdings Sdn Bhd which was completed on30 april 2015. it marked the new beginning for us as anorganization, with enhanced brand, vision, mission andvalues that have been shared and embraced at all levelsof the organization to act as guide and direction for us in our journey to build “Greater Heights”.
the Group will continue to focus on its core businesseson property development, hospital consultancy, facilitymanagement services, car parking management services,and industrial cleaning.
Financial Highlights
For the financial year ended (“FYe”) 31 December 2014,the Group’s revenue grew by 5.4% from rM188.5 millionin FYe 2013 to rM198.6 million and the gross profitimproved by 21.4% from rM33.6 million torM40.8 million.
the revenue contributed from the property developmentincreased from rM4.2 million in FYe 2013 to rM10.3million in FYe 2014. However, car parking managementservices is still the main contributor to the Group’srevenue, recorded an amount of rM116.7 million.
the Group recorded a loss after tax of rM4.6 millionfor year under review as compared to a profit after taxof rM11.3 million in FYe 2013. the loss recorded wasmainly due to significant decline in other income ofrM21.5 million in FYe 2013 to rM2.88 million for yearunder review. Higher other income recorded in FYe 2013was mainly derived from legal settlement and reversal ofimpairments due to recovery of long outstanding debts.
19
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
managing director/group chief executive officer’s
review of operation (cont’d)
oPeRAtioN oVeRVieW
the property division contributed 5.2% and 15.7% of the Group’s total revenue and gross profit respectively.
Property development division
taman damansara Aliff (“tdA”) Johor Bahru
the rejuvenation of taman Damansara aliff (“tDa”), after a short period of hibernation in allowing the provision ofimprovising its value and marketability, via the development of 24 units of 3 & 4 storey of terrace shop offices. the saiddevelopment is in the final stage of completion and it is expected to be handed-over to the purchasers by September2015. the development which commenced in mid-2013 has received overwhelming response from the market. Following the success of phase 1, the Group is looking forward to launch the new phase 2 of the commercial developmentwhich shall consists of a total 26 units shop office with estimated total gross development value of rM51 million.
We are optimistic that the latter development shall receive an astonishing demand from the property buyers and investorsin view of the property’s location wise vis-à-vis the Group’s future master plan development proposal, which is the firstof its kind in Johor Bahru.
in realizing our aspiration towards a meaningful development on its remaining 54 acres land bank, the Group has workedclosely with its consultants, which will be led by the renowned Malaysian architects GSD architect, in transforming the Group’s‘jewel in the crown’ into a self-contained township to be known as Damansara Heights as the flagship of taman Damansaraaliff, Johor Bahru.
Damansara Heights, Johor Bahru is strategically situated in the mature residential precinct of taman Damansara aliff andBandar Baru uda. the site is easily accessible and well served by pasir Gudang Highway and Jalan tampoi. the new urbantownship development shall comprise serviced apartments, malls, commercial and office units, hotels, medical centres andinternational universities.
We are currently in the midst of submitting the development proposal for authorities’ approval and it is expected that the firstlaunch of the product will be made by end of 2015.
Bandar damansara Kuantan
Kuantan remains to be the submarket for landed residential in Malaysia. as the property market in Kuantan remain ‘fragileand localised’, the Group is putting initiatives to revitalize its approximate 500 acres of land bank with a boutique communitydevelopments, of which focused on delivering a contemporary living concept with a greater exclusivity of gated andguarded concept. Besides, the development is located in the area that is not effected by the flood which occurs in eastcoast every year.
the 49 units comprises of double storey-linked houses and semi-detached houses, namely Damansara Hill, is exclusivelydesigned via a modern living concept offering lavish and magnificent breathtaking landscaping, infinite open spacecomplemented with an aesthetical and breathtaking scenery of its central garden park. the project is targeted to belaunched in 3rd Quarter 2015 with total estimated gross development value of rM21 million.
Damansara Hill 2, which offers a similar concept but with a different design approach is expected to be realized by end of 2015.
20
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
Property Services division
Hospital Consultancy -Healthcare technical Services Sdn Bhd
HtS, multi-disciplinary consultancy company withmore than 20 years of experience in providing consultationworks on hospital design, planning and equipment, projectmanagement, construction management, integrated facilitiesmanagement, sustainability through energy managementand green building design, technical advisory in mechanical& electrical services and accreditation advisory services.in 2014, HtS managed healthcare projects worth a totalof rM 0.6 billion comprising development of newhospitals, rM 0.5 billion of expansion projectsand rM 0.1 billion of renovation works.
During the year under review, HtS recorded an improvedtotal revenue of rM10.9 million and profit before tax ofrM2.3 million against preceding year of rM8.6 millionand rM2.1 million respectively .
a. planning, construction and project Management
the planning, and project Management Division remain the main contributor of the company. in 2014, the Division contributed a total revenue of approximately rM 7.0 million, equivalent to 67 % of the total revenue generated in 2014.
in 2014, HtS has successfully managed the completion of 2 projects namely upgrading of operation theatre of KpJ ipoh, expansion and upgrading of Dialysis and in-vitro Fertility centre, KpJ Damansara. HtS is expecting to complete 1 new hospital in pahang and 2 hospitals expansion project in Selangor and Negeri Sembilan. to date, the Division design and supervise a combination of projects worth approximately rM 1.2 billion in total.
JoLS construction Sdn Bhd (“JoLS”) a company under DBhd, has been re-activate to be the construction division of HtS for construction works. JoLS has been appointed to be the contractor for design and built for Damansara Hills 1 and 2 at Bandar Damansara Kuantan (project under Damansara realty (pahang) Sdn Bhd, a subsidiary of DBhd) and will also be involved in the development of Damansara Heights, Johor Bahru which expected to commence by end 2015. these two projects will help to increase the revenue of the construction division of HtS.
b. Manpower Services and Facilities engineering Management
in 2014, the Manpower Services & FeM Division contributed a total of rM 3.1 million in revenue. the revenue is mainly generated from the maintenance management fees and FeM activities of 22 hospitals under al-aqar Healthcare reit.
on 15 January 2015, HtS has signed a Joint Venture agreement with pacific asia (pNG) Limited (“paL”) in relation to consultancy services, facilities management and hospital management services in papua New Guinea. this joint venture will create a long term revenue in hospital management fees and short term revenue in construction. this joint venture is expected to be regularised by middle of 2015.
Facility management Services - tmR urusharta (m) Sdn Bhd (“tMr”) offers a complete range of integrated FacilityManagement (iFM) services. tMr is currently managingapproximately over 10 million square feet of propertyfor various clients such as Government, private andgovernment linked companies throughout Malaysia
tMr provides total solutions that deliver economical and efficient iFM services tailored specifically to fulfill therequirements of each client. Granted with the certificationfor MS iSo 9001:2008 Quality Management Systems,iSo 14001:2004 environmental Management Systemsand oHSaS 18001:2007 occupational Health and SafelyManagement Systems.
in addition, tMr has the proficiency to conduct athorough analysis of the existing operations to identifythe best methodology to improve services and reducecosts.
tMr recorded a total of rM33.1 million in revenue andrM1.2million in profit before tax during the year underreview. tMr has secured 2 new facilities managementcontracts for a duration of 2 years with a combinedcontract value of rM6.5 million.
tMr with good track record in oil & gas “on-shore” worksis pursuing opportunities in Johor’s rapiD development.in December 2014, tMr was invited to participate inrapiD’s package 14 on joint venture basis.
managing director/group chief executive officer’sreview of operation (cont’d)
21
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
managing director/group chief executive officer’s
review of operation (cont’d)
Car Parking management Services - metro Parking (m) Sdn Bhd
Metro parking (M) Sdn Bhd (Metro parking) is Malaysia’spremier car park operator for on and off Street parkingwith operation in Malaysia and four other countriesnamely philippines, Singapore, Brunei and india.
the Metro parking Group (MpG) operates a total of213 car parks comprising over 72,000 parking bays.
With its extensive experiences gained throughout itsincorporation for over twenty three (23) years, MpG isnot only focusing on managing car parks, but MpG alsohad diversified its operation to other segment of theparking industry as follows:
i. car park total solutions and consultancy ii. car park design and planning iii. Supply of car park and safety equipment iv. Build operate and transfer of car parks v. added value service to car parks
During the year under review, MpG recorded an improvedtotal revenue of rM116.7 million and profit before tax ofrM3.4 million against preceding year of rM104.8 millionand rM2.1 million respectively.
in addition, the MpG has successfully secured parkingoperations contract which comprises a total of over 12thousand new parking bays of which 55% of the totalparking bays are secured in Malaysia and the remaining45% are secured overseas. this trend is expected tocontinue to a greater number with new strategies inplace in securing new contracts via a longer contractperiod and working together with MpG businesspartners in more lucrative business strategic alliances.
MpG has implemented rightsizing on its SeniorManagement as part of its cost contaiment and toimprove efficiency. MpG has recently appointed a newchief excutive officer, Mr paul emmanuel cornish anaustralian national, whom has vast experience in carparking management in various countries as part of MpGessential efforts to improve its revenue and profit. MpGwill put concerted effort to ensure sustainable revenueby focusing on the long term concession period for multilevel car park. MpG also intends to acquire newtechnology and implement new system in parkingmanagement service as part of its rebranding exercise.
industrial Cleaning - HC duraclean Sdn Bhd
Hc Duraclean Sdn Bhd (Hc Duraclean) is the MasterFranchisee for Duraclean international incorporation(uSa) with 20 operating franchisees. it offers a diverserange of cleaning services ranging from commercial toresidential properties, as well as inn niche areas such asaircrafts, airports and hospitals.
During the year under review, Hc Duraclean recordedan improved total revenue of rM27.6 million and profitbefore tax of rM1.1million against preceding year ofrM25.6 million and rM1 million.
outLooK FoR 2015 the Group is cautious of its prospects for the financialyear ending 31 December 2015. this is in view of factorssuch as the impact of property cooling measures, stricterlending requirements by the financial institutions, theintensifying competition among developers and weakmarket sentiments arising from the impending introductionof the Goods and Services tax (GSt).
While economic growth remains positive, based on othercountries’ experiences, the first year of implementation ofGSt in april 2015 is expected to fuel inflationary effectsand this is likely to add further challenges to the prevalentbusiness concerns.
as we enter into the new financial year, the Group iscautious of the many uncertainties ahead, both globaland domestic and expects that 2015 is likely to be morechallenging for the Group. While the property market hasmoderated, we do not expect the consolidation phase tobe prolonged given that demand for residential propertiesespecially the low and mid-range and affordably pricedresidential properties segment, along with commercialproperties at strategic locations are relatively healthy.
22
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
the Group’s re-activation of its property development activities in 2015 will be executed with due care and considerationof the property market sentiments and conditions. the planned launch of a new project phasein Bandar DamansaraKuantan, pahang comprising 10 units of semi-detached houses and 39 units double storey-linked houses with estimatedgross development value of rM21 million and 26 units shop office at taman Damansara aliff with an estimated grossdevelopment value of rM42 million have been assessed to have limited market risk in a matured housing area.Nevertheless, this re-activation will initiate the return of a previous source of income to the Group in 2015 andthe near future. opportunities to acquire land can be expected to arise from time to time and the state of the Group’sfinancial health enables it to position itself to explore and pursue such opportunities in order to increase itsland bank for future development activities.
Group will strategize its approach in each business segment whilst being conscious of the developments in the marketenvironment. Group will continuously and aggressively explore new businesses opportunities and will identify newtechnologies to enhance its branding in the car parking management services, facility management services, hospitalconsultancy and industrial cleaning.
ACKNoWLedGemeNtS
as the newly appointed Group ceo of DBhd, i would like to take this opportunity to thank the Board for their confidencein my abilities. i have every intention of reciprocating the trust placed in me by further building DBhd’s capabilities, ourproductivity and performance, both within Malaysia and abroad. i would further like to acknowledge members of theBoard for their steadfast counsel which has helped us stay the course even through challenging times. on behalf of theManagement, i would like to thank our numerous stakeholders – from our growing league of partners to the regulatoryauthorities, State and Federal Government bodies, our investors, shareholders and customers – for your continued supportof DBhd. rest assured that we truly appreciate your contributions and strive continuously to increase our value to you.i would also like to express my heartfelt gratitude to all employees of DBhd and Group. i realise this is the first full year ofthe company’s rebranding following the acquisition by the new major shareholder, Seaview Holdings Sdn Bhd. Yet, i cansense a strong feeling of unity across the organisation and would like to acknowledge all your efforts to come together asone force, with one vision. Keep up your excellent work, and let’s strive for “Greater Heights” together.
SYed omAR BiN SYed moHAmedManaging Director/ Group chief executive officer
managing director/group chief executive officer’sreview of operation (cont’d)
24
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
corporate governancestatement
the chairman is responsible for the leadership,effectiveness, conduct and governance of the Board.the Managing Director holds the principal responsibilitiesof reporting, clarifying, communicating and recommendingkey strategic and operational matters and proposals tothe Board for approval as well as implementation ofpolicies and strategies.
in accordance with paragraph 15.02 of the Main MarketListing requirements of Bursa Malaysia Securities Berhadthat requires at least one-third of the Board to compriseindependent Directors, the presence of five(5)independent Non-executive Directors lead to theBoard being satisfied that the size and composition ofthe independent Non-executive Directors has fulfilledthis requirement adequately. in the opinion of theBoard, the composition and size of the Board is sufficientand well balanced for the company to carry out itsduties effectively, whilst providing greater assurancethat no individual or small group of individualscan dominate the Board’s decision.
tHe BoARdthe Board recognizes the importance of genderdiversity policy and target as set out in the MccG2012 and currently there is one(1) female independentNon-executive Director. the Board has also appointedpuan Zainah binti Mustafa as the Senior independentNon-executive Director, to whom concerns may beconveyed. the presence of independent Directors isessential as to provide unbiased and independentviews, advice and judgment to safeguard theinterest of stakeholders.
paragraph 7.26 of the Main Market Listing requirementsof Bursa Malaysia Securities Berhad requires all Directorsto submit for re-election once at least every three (3)years. in accordance with the company’s articles ofassociation, at least one third of the remaining Directorsare required to submit themselves for re-election byrotation at each aGM. the retiring Directors who arestanding for re-election at the forthcoming aGMare as follows:
re-election in accordance with articles 81 and 87of the company‘s articles of association: i YB Dato’ Daing a Malek bin Daing a rahaman (article 81) ii Syed omar bin Syed Mohamed (article 81) iii puan Zainah binti Mustafa (article 81) iv YB Dato’ ahmad Zahri bin Jamil (article 87)
all members of the Board contribute significantlyin the areas of formulation of strategic direction andpolicies, performance monitoring and allocation ofresources and enhancement of controlsand governance.
the Board of Directors (the “Board”) of Damansararealty Berhad (the “company”) recognizes the importanceof adopting good corporate governance in its effortsto safeguard and enhance shareholders’ investmentand value and also to protect the interests of otherstakeholders.
as such, the Board of Directors supports the 8 principlesand 26 recommendations stated in the Malaysiancode on corporate Governance 2012 (“MccG 2012”)as set out below in promoting best corporate governancethrough structures, systems, processes in self-promotinggood practices and development of a corporate governanceculture and environment, will continue the existingcorporate governance practices and shall strive toadopt the substance behind the corporate governanceprescriptions and not merely in form, but also inmanaging its business affairs.
in line with this commitment, the Board has takenand is continuously reviewing, where appropriate, thenecessary steps to comply with the requirements onthe standard of corporate responsibility, integrity andaccountability and provide greater disclosure andtransparency by complying with the principles of theMccG 2012. the corporate governance adoptedby the Group during the financial year 2014 is as follows:
1 eStABLiSH CLeAR RoLeS ANd ReSPoNSiBiLitieS • composition of the Board • Separate positions of the chairman and ceo
• clear Functions of the Board and Management • Board Duties and responsibilities • Formalised ethical Standards through
code of ethics • Strategies promoting Sustainability • access to information and advice • Qualified and competent company Secretary • Board charter
the Board is made up of eight(8) members, comprising: 1 an independent Non-executive chairman 2 an executive Vice chairman 3 a Managing Director 4 Four(4) independent Non-executive Directors; and 5 one(1) Non-independent Non-executive Director
there is a clear distinction of responsibilities betweenthe chairman and the Managing Director to ensurea balance of power and authority. the Board is led bythe chairman, YB Dato’ ahmad Zahri bin Jamil, whilethe post of Managing Director is held by tuan Syedomar bin Syed Mohamed who attained the post on6 June 2014.
25
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
as prescribed by the MccG 2012, the Boardassumes six(6) principal stewardship responsibilities:
1 reviewing, monitoring and where appropriate, approving fundamental financial and business strategies and major corporate actions. 2 overseeing the conduct of the Group’s business to evaluate whether the business is properly managed. 3 establishing the Group’s enterprise-Wide risk Management (eWrM) framework. 4 Formulating a succession plan for the Managing Director and Senior executives. 5 establishing an investor relations programme. 6 ensuring processes are in place for maintaining the integrity of the company, integrity of the financial statements, compliance with law and ethics, relationships with customers, suppliers stakeholders.
at the same time, the Board also ensures the sustenanceof a dynamic and robust corporate climate focused onstrong ethical values. this emphasizes active participationand dialogue on a structured basis involving key personnelat all levels, as well as ensuring accessibility to informationand transparency on all executive actions. the corporateclimate is also continuously nourished by value-centeredprogrammes for team-building and active subscriptionto core values.
the Board has delegated certain specific responsibilitiesto two(2) committees which operate within clearlydefined terms of references, with the main objectiveto assist the Board in discharging its duties and responsibilities.
prior to each Board Meeting, every director is givenan agenda and a set of board papers for each agendaitem to be deliberated. at the Board Meetings, theManagement will present the board papers and providecomprehensive explanation of pertinent issues.information provided to the Board goes beyondquantitative performance data to include other qualitativeperformances. Board Meetings are held regularly. theBoard and its committees have access to all informationwithin DBhd Group pertaining to the Group’s businessand affairs. the Board is provided in advance with theagenda for every Board Meeting, together with managementreports and supporting documents for the Board’sperusal. the Board is briefed in a timely manner onall matters requiring their deliberation and approval.all directors are entitled to call for additional clarificationand information to assist them in matters that requiretheir decision. in arriving at any decision on recommendationby the Management, deliberation and discussion bythe Board is a prerequisite. all proceedings of theBoard Meetings are minuted and signed by the Non-executive chairman of the meeting in accordance withthe provision of Section 156 of the companies act,1965. apart from quarterly and year end financialstatements, a report of the Group’s performance
and progress is presented to the Board every quaterfor the director to be kept informed of the Group’sstate of affairs. the Board is also notified of anydisclosures or announcements made to Bursa MalaysiaSecurities Berhad. For each financial year, the Boardwill review and approved the Group’s plan and budgetfor the forthcoming year. Whilst the Managementreviews the budget results regularly, reports of theresults and variances against the budget are presentedto the Board for review every quarter. in furtheranceof their duties as Directors, whenever independentprofessional advice is required, external independentexperts may be engaged at the Group’s expense.
the Board promotes good corporate governance inthe application of sustainability practices. the Grouppractises a system of rewards based on the philosophyof pay for performance. employees are rewarded forproductivity improvements and contribution towardsthe achievement of the Group’s immediate and long-termobjectives. the rewards encompass not only compensationand benefits but also performance recognition andprofessional development and career progression.
the Board has always conducted itself in an ethicalmanner while executing its duties and functions withthe establishment of its own Board charter. the Boardcharter of the company sets out key values, principlesand ethos of the company in ensuring the Board’sefficiency in discharging its duties.
the company Directors’ code of ethics in tandem withthe recommendation by the companies commission ofMalaysia had also been established.
the Board charter and Directors’ code of ethics shallbe reviewed annually or as and when necessary. Bothare also available on the corporate website atwww.dbhd.com.my
the Board has unrestricted access to the advice andservices of company Secretaries and where necessary,in the furtherance of their duties, obtain independentprofessional advice with the company paying the related costs. the company Secretaries ensure thatall Board Meetings are properly convened and thataccurate and proper records of the proceedings andresolutions passed are recorded and maintained inthe statutory register of the company. the companySecretaries also keep abreast of the evolving capitalmarket environment, regulatory changes anddevelopments in corporate Governance through continuous training.
corporate governance statement (cont’d)
26
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
2 StReNGtHeNed ComPoSitioN • establishment of a Nomination and remuneration committee • remuneration policies and procedures • recruitment process and annual assessment
the Board on 21 March 2011, resolved to establish its own Nomination and remuneration committee (Nrc). theBoard is of the view that the composition of the Nrc meets the objectives and principles of good corporate governance.the members of the Nrc comprise exclusively of non-executives directors, a majority of whom is independent. theNomination committee develops, maintains and reviews the criteria to be used in the recruitment process andannual assessment of Directors.
through the Nrc, the Board has established formal and transparent remuneration policies and procedures toattract and retain Directors. For the financial year ended 31 December 2014, the company’s Nrc was responsiblefor making recommendations on the framework, policies and procedures in reviewing and determining the specificremuneration package of the Directors of the company.
the company’s remuneration scheme for executive Directors commensurate with performance, seniority, experienceand scope of responsibilities and is benchmarked to market/industry standards. For Non-executive Directors, thelevel of remuneration reflects the level of responsibilities undertaken by them.
Directors’ fees are subject to approval by the shareholders. Details of the remuneration paid/payable to each Director for the financial year ended 31 December 2014 are as below:
diReCtoRS BASiC diReCtoRS’ ALLoWANCe BeNeFitS totAL SALARY FeeS (Rm) iN-KiNd (Rm) ANd ePF (Rm) (Rm) (Rm)
YB dato’ - 40,000 21,500 - 61,500 Ahmad Zahri bin Jamil • independent Non–executive chairman (appointed on 22 august 2014)
YB dato’ 336,000 109,000 1,000 - 446,000 daing A malek bin daing A Rahman • executive Vice chairman
(redesignated as executive Vice chairman on 22 august 2014)
tuan Syed omar bin Syed mohamed 574,000 27,500 2,200 5,650 609,350 • Managing Director/Group chief executive officer (redesignated as Managing Director/Group chief executive officer on 6 June 2014)
Puan Zainah binti mustafa - 40,000 6,200 - 46,200 • Senior independent Non-executive
YB dato’ Ar. - 27,500 2,500 - 30,000 Wan mohammad Khair-il Anuar bin Wan Ahmad • independent Non-executive (appointed as Director on 6 June 2014)
corporate governance statement (cont’d)
27
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
D
YBhg dato’ - 27,500 1,800 - 29,300 Sohaimi bin Shahadan • independent Non-executive (appointed as Director on 6 June 2014)
tuan Hj Abdullah bin md. Yusof - 27,500 3,500 - 31,000 • independent Non-executive (appointed as Director on 6 June 2014)
encik Wan Azman bin ismail - 40,000 26,876 8,400 75,276 • Non-independent Non-executive (redesignated from Managing Director to Director on 6 June 2014)
YB dato’ Kamaruzzaman - 15,000 2,300 - 17,300 bin Abu Kassim • chairman/Non-independent Non-executive (resigned as Director on
6 June 2014)
YBhg dato’ mani usilappan - 12,500 2,400 - 14,900 • independent Non-executive (resigned as Director on 6 June 2014)
tuan Haji Lukman bin - 12,500 1,800 - 14,300 Haji Abu Bakar • independent Non-executive (resigned as Director on 6 June 2014)
YBhg datuk Yahya bin Ya’acob - 12,500 1,200 - 13,700 • independent Non-executive (resigned as Director on 6 June 2014)
encik Yusof bin Rahmat - 12,500 800 - 13,300 • Non-independent Non- executive (resigned as Director on
6 June 2014)
mr Leung Kok Keong - 12,500 800 - 13,300 • independent Non- executive (resigned as Director on
6 June 2014)
totAL 910,00 416,500 74,876 14,500 1,415,426
co
rpo
rat
e r
epo
rt
diReCtoRS BASiC diReCtoRS’ ALLoWANCe BeNeFitS totAL SALARY Fee (Rm) iN-KiNd (Rm) ANd ePF (Rm) (Rm) (Rm)
corporate governance statement (cont’d)
28
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
3 ReiNFoRCed iNdePeNdeNCe • assessment of independence annually • tenure of independent Directors • Shareholders’ approval for the retention of independent Directors
the Board, through its Nrc, undertakes an evaluation in order to assess how well the Board, its committees,the Directors including independent Directors and the chairman are performing. the evaluation covers the Board’scomposition, skills mix, experience, communication, roles and responsibilities, effectiveness as well as conduct.the process also includes a peer review in which Directors assess their fellow Directors’ performances against setcriteria, including the skills they bring to the Group and the contributions they make.
the MccG 2012 recommends for the tenure of an independent Director of the company not to exceed a cumulativeterm of nine (9) years.
the Board shall seek the shareholders’ approval for the retention of the independent status of an existing Directorwho had served in that capacity for more than nine (9) years. puan Zainah binti Mustafa was appointed as a BoardMember on 17 april 2003 and had served the company for more than nine (9) years. the Board recommendedthat her tenure as Senior independent Board Member be retained subject to the shareholders’ approval at the forth-coming annual General Meeting (aGM) as she has shown that she:
(a) fulfilled the criteria under the definition of independent Director as stated in the Main Market Listing requirements of Bursa Malaysia Securities Berhad, and thus, she would be able to function as a check and balance, bring an element of objectivity to the Board;
(b) possessed vast experience in the finance industry that would enable her to provide the Board with a diverse set of experience, expertise and independent judgement;
(c) had been with the company for more than nine (9) years and has knowledge of the company’s business operations and the property development market;
(d) had devoted sufficient time and attention to her professional obligations for informed and balanced decision making; and
(e) had exercised due care during her tenure as an independent Non-executive Director of the company and carried out her professional duties in the best interest of the company and shareholders.
4 FoSteR CommitmeNt • commitment of Board Members and protocols for accepting New Directorships • continuing education programmes
the Directors will notify the chairman of the Board before accepting any new directorship in a public listedcompany and to indicate the time expected to be spent on the new appointment. the Directors are at liberty toaccept other board appointments so long as such appointments are not in conflict with the business of the Groupand do not adversely affect the Directors’ performance as a member of the Board. the Directors are of the viewthat their acceptances of directorships in private limited companies do not affect their commitment andperformance as a director of DBhd.
For the financial year ended 31 December 2014, there were six (6) meetings held on the following datesand venues:
dAte oF meetiNG deSCRiPtioN VeNue AtteNdANCe
24 February 2014 134th Board Meeting persada Johor international 7/8 convention centre, Johor Bahru
25 april 2014 Special Board Meeting Meeting room 7/8 Level 11, Menara Jcorp 249 Jalan tun razak 50400 Kuala Lumpur
corporate governance statement (cont’d)
29
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
dAte oF meetiNG deSCRiPtioN VeNue AtteNdANCe
12 May 2014 Special Board Meeting persada Johor international 8/8 convention centre, Johor Bahru
21 July 2014 Special Board Meeting DBhd’s Board room 7/7 Wisma chase perdana, Damansara Heights, off Jalan Semantan 50490 Kuala Lumpur
22 august 2014 135th Board Meeting DBhd’s Board room 7/8 Wisma chase perdana, Damansara Heights, off Jalan Semantan 50490 Kuala Lumpur
21 November 2014 136th Board Meeting DBhd’s Board room 7/8 Wisma chase perdana, Damansara Heights, off Jalan Semantan 50490 Kuala Lumpur
certain matters such as acquisition and disposal of assets of the company or subsidiaries that are material,investment in capital projects and level of authority are specifically reserved to the Board for decision.
the Board Members remain committed and dedicated in fulfilling their duties and responsibilities and this isreflected via their attendance at each Board meeting as listed below:
diReCtoR NeW APPoiNtmeNt/ NoN- iNdePeNdeNt AtteNdANCe ReSiGNAtioN exeCutiVe
YB Dato’ ahmad Zahri bin Jamil appointed as Yes Yes 2/2 chairman on 22 august 2014
YB Dato’ Daing a Malek redesignated as No No 2/3 bin Daing a rahaman executive Vice chairman on 22 august 2014
tuan Syed omar bin redesignated from No No 3/3 Syed Mohamed Non-independent Director to Managing Director and Group chief executice officer on 6 June 2014
puan Zainah binti Mustafa - Yes Yes 6/6
YB Dato’ ar Wan Mohammad appointed on Yes Yes 3/3 Khair-il anuar bin Wan ahmad 6 June 2014
YBhg Dato’ Sohaimi appointed on Yes Yes 3/3 bin Shahadan 6 June 2014
tuan Hj abdullah bin Md Yusof appointed on Yes Yes 3/3 6 June 2014
corporate governance statement (cont’d)
30
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
diReCtoR NeW APPoiNtmeNt/ NoN- iNdePeNdeNt AtteNdANCe ReSiGNAtioN exeCutiVe
encik Wan azman bin ismail redesignated from Yes No 6/6 Managing Director to Director on 6 June 2014
YB Dato’ Kamaruzzaman resigned as Yes No 3/3 bin abu Kassim chairman on 6 June 2014
YBhg Dato’ Mani usilappan resigned as Yes Yes 3/3 Director on 6 June 2014
tuan Haji Lukman bin resigned as Yes No 3/3 Hj abu Bakar Director on 6 June 2014
YBhg Datuk Yahya Bin Ya’acob resigned as Yes Yes 3/3 Director on 6 June 2014
encik Yusof bin rahmat resigned as Yes Yes 3/3 Director on 6 June 2014
Mr Leung Kok Keong resigned as Yes Yes 2/3 Director on 6 June 2014
any nominations for new Directors to the Board are reviewed by the Nomination and remuneration committeeand presented to the Board for approval. the company Secretaries will ensure that all appointments are properlymade and that statutory requirements are met.
in compliance with the Main Market Listing requirements of Bursa Malaysia Securities Berhad, all members ofthe Board including the newly appointed chairman, YB Dato’ ahmad Zahri bin Jamil have completed the Mandatoryaccreditation programme (Map) conducted by Bursatra training Sdn Bhd or relevant courses recognized by Bursa.
the Board encourages its Directors to attend talks, seminars, workshops and conferences to update and enhancetheir skills and knowledge to enable them to carry out their roles effectively as Directors in discharging theirresponsibilities towards good corporate governance, operational and regulatory standards. the Board took noteof the amendments to the Listing requirements, which stated that the Board of Directors of listed companieswill assume the onus of determining or overseeing the training needs of their directors.
corporate governance statement (cont’d)
31
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
No NAme oF diReCtoRS CouRSeS
1 YB Dato’ ahmad Zahri bin Jamil • Directors’ roles and responsibilities under the Listing requirements and related party transactions – 17.12.2014
2 YB Dato’ Daing a Malek bin • Directors’ roles and responsibilities under the Listing Daing a rahaman requirements and related party transactions – 17.12.2014
3 tuan Syed omar bin Syed Mohamed • Directors’ roles and responsibilities under the Listing requirements and related party transactions – 17.12.2014
4 puan Zainah binti Mustafa • Directors’ roles and responsibilities under the Listing requirements and related party transactions – 17.12.2014 • audit committee Workshop organized by the Malaysian institute of accountants (Mia) -1.10.2014
5 YB Dato’ ar Wan Mohammad • Directors’ roles and responsibilities under the Listing Khair-il anuar bin Wan ahmad requirements and related party transactions – 17.12.2014
6 YBhg Dato’ Sohaimi bin Shahadan • Directors’ roles and responsibilities under the Listing requirements and related party transactions – 17.12.2014
7 tuan Hj abdullah bin Md Yusof • Directors’ roles and responsibilities under the Listing requirements and related party transactions – 17.12.2014
8 encik Wan azman bin ismail • Directors’ roles and responsibilities under the Listing requirements and related party transactions – 17.12.2014 • innovating Malaysia conference 2014- return on innovation – 28 & 29. 8. 2014 • Mandatory accreditation programme For Directors of public Listed companies – 4.11.2014 • empower the Digital economy Knowledge transfer Seminar – 18.11.2014
5 uPHoLd iNteGRitY iN FiNANCiAL RePoRtiNG • compliance with applicable Financial reporting Standards • assessment of Suitability and independence of external auditors
pursuant to paragraph 15.26(a) of the Main Market Listing requirements of Bursa Malaysia Securities Berhad,all the company Directors are collectively responsible in ensuring that the financial statements and the quarterlyresults are drawn up in accordance with the approved accounting standards adopted by the Malaysian Financialreporting Standard (MFrS), the provisions of the companies act, 1965, and the Main Market Listing requirementsof Bursa Malaysia Securities Berhad.
it is the responsibility of the Directors to ensure that the financial reporting of the Group presents a true and fairview of the state of affairs of the company and its subsidiary companies as of the end of the financial year togetherwith the financial results and cash flows for the year ended.
the Directors have applied the appropriate and relevant accounting policies on a consistent basis and madejudgments and estimates that are reasonable and fair in preparing the financial statements of the company andof the subsidiaries. the financial statements are also prepared on a going concern basis and the Directors haveassured that proper accounting records are kept so as to enable the preparation of the financial statementswith reasonable accuracy.
the Board, via the audit committee, maintains a formal and transparent professional relationship with the externalauditors, ernst & Young, in seeking professional advice and ensuring compliance with the applicable accountingstandards and statutory requirements.
corporate governance statement (cont’d)
32
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
the audit committee of DBhd ensures that the policies and procedures to assess the suitability and independenceof external auditors are complied. the committee meets with the external auditors without the presence of theSenior Management at least twice a year to assess the suitability and independence of the external auditors. Duringthe year, two meetings were conducted without the presence of the Management. representatives from theexternal auditors were also invited to attend every annual General Meeting.
6 ReCoGNiSe ANd mANAGe RiSKS • Framework to Manage risks • internal audit Functions
the Board has established a sound framework to manage risks with the formation of an internal audit functionwhich reports directly to the audit committee.
Details of the recognition and risk management and the internal audit Functions are set out in the Statement onrisk Management and internal control and audit committee report of this annual report, respectively.
7 eNSuRe timeLY ANd HiGH QuALitY diSCLoSuRe • corporate Disclosure policy • Leverage on information technology
the company has in place procedures for compliance with the Listing requirements of Bursa Securities and ensuresthat all material information must be announced immediately to Bursa Securities.
a website: http://www.dbhd.com.my is maintained to create greater awareness of the Group activities, performanceand other relevant information among the stakeholders and general public.
8 StReNGtHeN ReLAtioNSHiP WitH tHe SHAReHoLdeRS • Shareholders’ participation at General Meetings • encourage poll voting • effective communication and proactive engagements with Shareholders
the aGM is the principal forum for dialogue with shareholders. Notice of the aGM and annual reports are sentout at least 21 days before the date of the meeting. in the case of an eGM, the Notice is sent out at least 14 daysbefore the date of the meeting (or 21 days where any special resolutions are proposed).
the chairman and the Board encourage shareholders to attend and participate in the aGM held annually as wellas in the eGM. the shareholders are given the opportunity to seek clarification by making use of the Question andanswer session during the aGM / eGM on any matters pertaining to the business and financial performance ofthe company. the rights to demand for a poll during the meetings are conveyed to shareholders by the Board.the Board also encourages poll voting for substantive resolutions specifically, the recurrent related partytransactions (rrpt).
the Board also recognizes the importance of effective communication with shareholders and the investmentcommunity and adheres strictly to the disclosure requirements of Bursa Securities. Dissemination of informationincludes the distribution of annual reports and relevant circulars to shareholders, issuance of press releases,announcing the quarterly financial results and performance of the Group to Bursa Malaysia Securities Berhadand the public as holding press conferences.
corporate governance statement (cont’d)
33
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
the terms of reference of the Nrc are as follows:
1 PuRPoSe the Nrc is established primarily to:- A NomiNAtioN (i) identify and recommend candidates for Board directorship; (ii) recommend directors to fill the seats on Board committees; (iii) evaluate the effectiveness of the Board and Board committees (including the size and composition) and contributions of each individual director; (iv) ensure an appropriate framework and plan for Board succession
B RemuNeRAtioN (i) provide assistance to the Board in determining the remuneration of executive Directors and Senior Management of the company. in fulfilling these responsibilities, the Nrc is to ensure that executive Directors and applicable Senior Management of the company: • are fairly rewarded for their individual contribution to overall performance; • are compensated reasonably in light of the company’s objectives; and • are compensated similar to other companies. (ii) establish the Managing Director’s / chief executive officer’s goals and objectives; and (iii) review the Managing Director’s / chief executive officer’s performance against the goals and objectives set
2 memBeRSHiP the Nomination and remuneration committee (“Nrc”) consists of the following members: (i) YB Dato’ ar Wan Mohammad Khair-il anuar bin Wan ahmad - chairman (appointed on 15 october 2014) (ii) tuan Haji abdullah bin Md. Yusof - Member (a ppointed on 15 october 2014) (iii) puan Zainah binti Mustafa – Member (iv) YB Dato’ Daing a Malek bin Daing a rahman - chairman (resigned on 15 october 2014) (v) tuan Syed omar bin Syed Mohamed - (resigned on 15 october 2014)
the appointment of a Nrc member terminates when the member ceases to be a director of the company. the Nrc shall have no executive powers.
in the event of equality of votes, the chairman of the Nrc shall have a casting vote. in the absence of the chairman of the Nrc, the members present shall elect one of them to chair the meeting. the Nrc shall meet at least once a year. additional meetings shall be scheduled as considered necessary by the chairman of the Nrc. the Nrc may establish procedures from time to time to govern its meeting, keeping of minutes and its administration.3 meetiNG the Nrc had met twice during the financial year, attended by all members. the Nrc shall have access to such information and advice, both from within the Group and externally, as it deems necessary or appropriate in accordance with the procedures determined by the company. the Nrc may request other directors, members of management, counsels and consultants as applicable to participate in Nrc meetings, as necessary, to carry out the Nrc responsibilities. Non-Nrc directors and members of the Management in attendance may be required by the chairman to leave the meeting of the Nrc when so requested. the Secretary of the Nrc shall be the company Secretary. Nrc meeting agenda shall be the responsibility of the chairman of the Nrc with input from the Nrc members. the chairman may also request Management to participate in this process. the agenda of each meeting including supporting information shall be circulated at least seven (7) days before each meeting to the Nrc members and all those who are required to attend the meeting. the Nrc shall cause the minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Nrc. Such minutes shall be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting, and if so signed, shall be the conclusive evidence without any further proof of the facts thereon stated. the Nrc, through its chairman, shall report to the Board at the next Board of Directors’ meeting after each Nrc meeting. When presenting any recommendation to the Board, the Nrc shall provide such background and supporting information as may be necessary for the Board to make an informed decision. the Nrc shall provide such information to the Board as necessary to assist the Board in making a disclosure in the annual report of the company in accordance with the Best practices of the code part 2 aaiX
corporate governance statement (cont’d)
34
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
the chairman of the Nrc shall be available to answer questions about the Nrc’s work at the annual General Meeting of the company.
4 SCoPe oF ACtiVitieS the duties of the Nrc shall include the following: A Nomination (i) to determine the criteria for Board membership, including qualities, experience, skills, education and other factors that will best qualify a nominee to serve on the Board; (ii) to review annually and recommend to the Board with regard to the structure, size, balance and composition of the Board and committees including the required mix of skills and experience, core competencies which Non-executive Directors should bring to the Board and other qualities to function effectively and efficiently; (iii) to consider, evaluate and propose to the Board any new board appointments, whether of executive or non-executive position. in making a recommendation to the Board on the candidate for directorship, the Nrc shall have regard to: • Size, composition, mix of skills, experience, competencies and other qualities of the existing Board, level of commitment, resources and time that the recommended candidate can contribute to the existing Board; and
• Best practices of the code part 2 aaiii which stipulate that Non-executive Directors should be persons of calibre, credibility and have the necessary skill and experience to bring an independent judgment to bear on issues considered by the Board and that independent Non-executive Directors should make up at least one-third of the membership of the Board
(iv) to propose to the Board the responsibilities of Non-executive Directors, including membership and chairpersonship of Board committees.
(v) to evaluate and recommend the appointment of Senior executive positions, including that of the Managing Director or chief executive and their duties and the continuation (or not) of their service.
(vi) to establish and implement processes for assessing the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each director.
(vii) to evaluate on an annual basis: a the effectiveness of each director’s ability to contribute to the effectiveness of the Board and the relevant Board committees and to provide the necessary feedback to the directors in respect of their performance; b the effectiveness of the committees of the Board; and c the effectiveness of the Board as a whole (viii) to recommend to the Board: a Whether directors who are retiring by rotation should be put forward for re-election; and b termination of membership of individual director in accordance with policy, for cause or other appropriate reasons. (ix) to establish appropriate plans for succession at Board level, and if appropriate, at senior management level. (x) to provide for adequate training and orientation of new directors with respect to the business, structure and management of the Group as well as the expectations of the Board with regard to their contribution to the Board and company. (xi) to consider other matters as referred to the Nrc by the Board.
B RemuNeRAtioN (i) to establish and recommend the remuneration structure and policy for directors and key executives, if applicable and to review for changes to the policy as necessary. (ii) to ensure that a strong link is maintained between the level of remuneration and individual performance against agreed targets, the performance-related elements of remuneration setting forming a significant proportion of the total remuneration package of Managing Directors. (iii) to review and recommend the entire individual remuneration packages for the Managing Director and, as appropriate, other senior executives, including: the terms of employment or contract of employment/service; any benefit, pension or incentive scheme entitlement; any other bonuses, fees and expenses; and any compensation payable on the termination of the service contract. (iv) to review with the Managing Director/ chief executive officer, his/her goals and objectives and to assess his/her performance against these objectives as well as contribution to the corporate strategy. (v) to review the performance standards for key executives to be used in implementing the Group’s compensation programs where appropriate.
corporate governance statement (cont’d)
35
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
(vi) to review the performance standards for key executives to be used in implementing the Group’s compensation programs where appropriate. (vii) to consider and approve compensation commitments/severance payments for executive Directors and key executives, where appropriate, in the event of early termination of the employment/service contract. (viii) to consider other matters as referred to the Nrc by the Board.
teNdeR BoARd Committeethe company has also established a tender committeeat Board level comprising independent Non-executive,Non-independent Non-executive Directors and theManaging Director. the functions of the said tendercommittee are to evaluate, deliberate and approve therecommendations made by the Management prior toawarding of major contracts and tenders to potentialcontractors.
the members of the tender Board committee areas follows: chairman YB Dato’ Daing a Malek bin Daing a rahaman(appointed on 6 June 2014)
Memberstuan Syed omar bin Syed Mohamed (appointed on 6 June 2014)YB Dato’ ar. Wan Mohammad Khair-il anuarbin Wan ahmad (appointed on 6 June 2014)tuan Haji abdullah bin Md. Yusof(appointed on 6 June 2014) encik Wan azman bin ismailencik Lukman bin Hj abu Bakar(resigned on 6 June 2014)encik Yusof bin rahmat(resigned on 6 June 2014)puan Zainah binti Mustafa (resigned on 6 June 2014)
Audit Committeethe company has also established an audit committeecomprising both independent Non-executive Directorsand Non-independent Non-executive Directors. thefunctions of the said audit committee are to ensurecompliance with paragraph 15, part c of the MainMarket Listing requirements of Bursa Malaysia SecuritiesBerhad, the independence of the external auditors,the integrity of Management and the adequacy ofdisclosures to Shareholders. the audit committeeacts to assist the Board of Directors in fulfilling itsfiduciary responsibilities by ensuring that the resultsof internal and external audit findings are fully consideredand properly resolved.
WHiStLe BLoWiNG PoLiCY the Group in its effort to enhance corporategovernance has put into place its Whistle Blowingpolicy, providing an avenue for employees and stake-holders to report genuine concerns on malpractices,unethical behaviour and misconduct without fear ofreprisal. all concerns raised shall be investigated andreports of investigations of genuine concerns shall beprovided to the audit committee.
otHeR iNFoRmAtioNCoRPoRAte SoCiAL ReSPoNSiBiLitY /CommuNitYthe Group’s corporate Social responsibility (cSr)policy is ultimately to ensure the accountability of theGroup to all of its stakeholders in all its operations andactivities. the aim would be to achieve sustainabledevelopment not only in economic parameters butalso in social and environmental parameters.the Group believes in a strong sense of communityresponsibility and has accordingly contributed bymeans of donations to NGos.the Group had during the financial year undertakenthe following cSr activities:
(a) providing humanitarian aid to the flood victims in Kuala Kangsar, perak (b) Blood donation campaign at Wisma chase perdana in collaboration with the National Blood centre
HeALtH & SAFetYthe Group is committed to best practices in healthand safety as an integral part of its business activities.the Group complies with all relevant health and safetylegislation and statutory provisions and had establisheda Health & Safety policy. During the financial yearended 31 December 2014, there were no work related fa-talities suffered by the Group.
eNViRoNmeNtthe Group is committed to ensure that its activitieswill not have a significant negative impact on theenvironment. it will also support the internationalcommitment towards sustainable development.
RiSK mANAGemeNt ANd iNteRNAL CoNtRoLthe Board acknowledges its full responsibility toensure a sound system of internal control coveringthe financial, operational and compliance aspects ofthe business. the Statement of risk Management andinternal control that provides an overview of the stateof internal control is set out on page 40.
corporate governance statement (cont’d)
36
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
mAteRiAL CoNtRACtS iNVoLViNG diReCtoRSANd SuBStANtiAL SHAReHoLdeRSexcept as otherwise disclosed in the report, therewere no material contracts involving Directors andsubstantial shareholders entered by the company forthe financial year ended 31 December 2014.
SANCtioNS ANd/oR PeNALtieS imPoSedthere were no sanctions and/or penalties imposedon the company and/or its subsidiaries, Directors orManagement by the relevant authorities during the financial year.
utiLiSAtioN oF PRoCeedSthere were no proceeds raised by the company fromany corporate proposals during the financial yearended 31 December 2014.
SHARe BuYBACKthe company has not been authorized by shareholdersto purchase its own shares and has not purchased anyof its own shares during the financial year ended 31December 2014. as such, there are no shares beingretained as treasury shares by the company.
oPtioNS, WARRANtS oR CoNVeRtiBLeSeCuRitieSDuring the financial year ended 31 December 2014,the company has not issued any options to any partiesto take up unissued shares in the company. thecompany has not issued any warrants or convertiblesto any parties during the financial year ended31 December 2014.
AmeRiCAN dePoSitoRY ReCeiPt (AdR)ANd GLoBAL dePoSitoRY ReCeiPt (GdR)PRoGRAmmeDuring the financial year ended 31 December 2014,the company did not sponsor any aDr or GDrprogramme.
NoN-Audit FeeSNon-audit fees totaling rM 280,426 were paid tothe external auditors during the financial year ended31 December 2014, for the provision of corporate taxadvisory and planning for the Group.
PRoFit FoReCAStNo profit forecast was issued by the company duringthe financial year ended 31 December 2014.
PRoFit GuARANteeSthere were no profit guarantees given bythe company during the financial year ended31 December 2014.
VARiAtioN iN ReSuLtSthere was no material variation between the auditedresults for the financial year ended 31 December 2014and the unaudited results previously released by the company.
ReLAted PARtY tRANSACtioNS ANd ReCuRReNtReLAted PARtY tRANSACtioNS (“RPt ANd RRPt”)all rpt including rrpt entered into by the Groupwere made in the ordinary course of business and onsubstantially the same terms as those prevailing at thetime for comparable transactions with other personsor charged on the basis of equitable rates agreedbetween the parties. all rpt are reviewed by the auditcommittee and reported to the Board.
ComPLiANCe WitH tHe mCCG 2012the Board is of the opinion that DBhd Group hadcomplied with the spirit and objectives of the MccG2012. although, there are deviations from severalrecommendations as contained in the MccG 2012,the Board believes that there are justifiable rationalefor the deviations and that the overall corporategovernance of the company is not compromised.Nevertheless, DBhd will continue to strengthen itsgovernance practices to safeguard the best interestof its shareholders and other stakeholders.
this corporate Governance Statement is made inaccordance with the resolution of the Board ofDirectors dated 23 april 2015.
corporate governance statement (cont’d)
37
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
audit committee report
ComPoSitioN oF memBeRS
the composition of the audit committee Members is as follows:
1 puan Zainah binti Mustafa (chairman - Senior independent Non-executive Director) 2 YBhg Dato’ ar. Wan Mohammad Khair-il anuar bin Wan ahmad
(independent Non-executive Director) – appointed on 6 June 20143 tuan Hj abdullah bin Md. Yusof (independent Non-executive Director) - appointed on 6 June 20144 tuan Hj Lukman bin Hj. abu Bakar (Non-independent Non-executive Director) - resigned on 6 June 20145 YBhg Dato’ Mani usilappan (independent Non-executive Director) - resigned on 6 June 2014
meetiNGSthe audit committee met four (4) times during the year under review. the Directors holding executive positionsand DBhd's internal auditor, representatives of the company’s external auditors and members of the Managementare normally invited to the meetings.
the attendance of each committee Member during the financial year was as follows:
teRmS oF ReFeReNCe
oBJeCtiVeSthe objectives of the audit committee are:
1 to assist the Board in discharging its responsibilities relating to the Group and the company’s management of principal risks, internal controls, corporate governance, financial reporting and compliance of statutory and legal requirements. 2 to provide, by way of regular meetings, a line of communication between the Board of Directors, Senior Management and external auditors. 3 to provide emphasis on the internal audit functions by increasing the objectivity and independence of the internal auditors and provide a forum for discussion that is independent of the Management. 4 to review the quality of the audits conducted by the internal and external auditors of the company.
memBeRS 17 FeBRuARY 15 mAY 18 AuGuSt 17 NoVemBeR 2014 2014 2014 2014
puan Zainah binti Mustafa Yes Yes Yes Yes
YB Dato’ ar. Wan Mohammad No No Yes No Khair-il anuar bin Wan ahmad (appointed on 6 June 2014)
tuan Hj abdullah bin Md. Yusof No No Yes Yes (appointed on 6 June 2014)
YBhg Dato' Mani usilappan Yes Yes No No (resigned on 6 June 2014)
tuan Hj Lukman bin Hj. abu Bakar Yes Yes No No (r esigned on 6 June 2014)
38
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
AutHoRitieSthe audit committee is authorized by the Board of Directors:
1 to investigate any matter within its terms of reference. 2 to have full, free and unrestricted access to any information, records, properties and personnel of the company and any other companies within the Group. 3 to have direct communication channels with the external auditors and person(s) carrying out the internal audit funtions or activities. 4 to obtain independent professional or other advice. 5 to convene meetings with the external auditors, without the presence of the Management (executive members) at least twice a year.
dutieS ANd ReSPoNSiBiLitieS1 to review with the Management and recommend acceptance or otherwise of major accounting policies, principles and practices especially on management accounting, financial reporting, risk management and business practices. 2 to review the Group’s quarterly and year-end financial statements before submission to the Board. 3 to consider the appointment of the external auditors, the terms of reference of their appointment, the audit fee and any proposal of their resignation as auditors. 4 to review with the external auditors, the nature and scope of their audit plan and their audit reports. 5 to review the external auditor’s management letter and discuss any matter that the external auditors may wish to raise in the absence of Management, where necessary. 6 to review the internal audit charter and the yearly audit plan to ensure that the internal audit functions are adequately resourced to undertake its functions and have appropriate standing in the Group. 7 to review the internal audit functions and the result of the internal audit programs or investigations undertaken and whether or not Management has taken appropriate actions on the recommendations made by the internal auditors. 8 to review any related party transactions and conflict of interest situation that may arise within the company or Group including any transactions, procedures or courses of conduct that raise questions of Management’s integrity. 9 to review inspection and examination reports issued by any regulatory authority and to ensure prompt and appropriate actions are taken in respect of any findings. 10 to receive reports and deliberate on the implementation of the risk-control process and the progress of risk management activities undertaken by the Group. 11 to perform any other functions as authorized by the Board.
ACtiVitieS oF tHe Audit Committeethe following activities were performed by the audit committee during the financial year: 1 reviewed and approved the internal audit charter and annual internal audit plan for the year 2015.2 reviewed and deliberated on the audit findings and issues highlighted by the internal audit functions. 3 reviewed the external auditors’ Management Letter. 4 reviewed and appraised the adequacy and effectiveness of Management’s response and control in resolving the audit issues highlighted by the external auditors. 5 reviewed the audit findings and risk analysis on each internal audit assignment and emphasized on follow-up audits to ensure that appropriate corrective actions are taken and internal audit’s recommendations are implemented. 6 reviewed the quarterly financial results and made recommendations for the Board’s approval prior to submission to the authorities. 7 reviewed risk-control reports prepared and summarized by the respective risk owners and assessed the adequacy and effectiveness of actions taken to mitigate the underlying risks.
audit committee report (cont’d)
39
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
iNteRNAL Audit FuNCtioNSthe internal auditor ultimately report to the audit committee. it has carried out its internal audit functionsfor the Group independently with impartiality, proficiency and due professional care.
the core function of an internal auditor is to perform an independent appraisal of the Group’s activities asa service to the Management. the internal audit functions play an important role in helping Management toestablish and maintain the best possible internal control environment within the Group. the sound internalcontrol environment would ensure the Group’s compliance with legal and regulatory requirements, safeguardingof assets, adequacy of records, prevention or early detection of frauds, material errors and irregularitiesas well as efficiency of operations.
the internal auditor had ensured that: • the internal audit plans and programs were appropriately developed to commensurate with the Group’s activities and appropriate focus and resources were allocated; • the internal audit plans and programs were continuously reviewed and where necessary were adjusted accordingly to reflect any significant changes in the Group’s business environment, structure, activities, risk exposures or systems; and • the activities of internal audit are consistent with the long term goals of the Group and are in line with its internal controls, policies and procedures.
the scope of internal audit covers the audits of all of the Group’s operational units, including its subsidiarycompanies based on the approved 2014’s audit plan. in addition, the internal audit also conducts special auditsat the Management’s request. During the year, numerous audit activities, investigations and follow-ups wereundertaken throughout the Group.
the audit reports are presented to the audit committee for further deliberations. an audit report generallypresents the purpose, scope and results of the audit, including findings, conclusions and recommendations.internal audit findings in 2014 continued to reflect moderate internal control system as potential weaknesses insystem and risks in areas under review are eliminated or reduced within manageable levels. internal audit reportsprovide a formal means of communicating audit results and recommended actions to the Management and auditcommittee. audit reports provide the basis for the audit committee to highlight significant weaknesses andthe Management’s proposed remedial measures to the Board. the internal auditors’ recommendations are forreducing risks, strengthening internal controls and correcting errors.
the Management has taken the audit recommendations positively by taking all necessary actions to resolvethe issues raised by internal audit.
the cost incurred during the financial year ended 31 December 2014 for the internal audit functions for theGroup level was approximately rM321,135.94
StAtemeNt oN emPLoYeeS’ SHARe oPtioN SCHeme (eSoS)the company did not offer any Share option Scheme to its employees in the year under review.
this audit committee report is made in accordance with the resolution of the Board of Directorsdated 23 april 2015.
audit committee report (cont’d)
40
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
statement of risk management andinternal control
iNtRoduCtioNthe Malaysian code on corporate Governance 2012 requires the Board of Directors to identify the Group’s criticalbusiness risks and implement a system to manage these risks as well as to review the adequacy and the integrity ofthe Group’s internal control system to safeguard shareholder’s investment and the Group’s assets. paragraph15.26(b) of the Main Market Listing requirements of Bursa Malaysia Securities Berhad requires Directors of listedcompanies to include a statement in the annual report on the state of the Group’s internal controls for the financialyear under review with the guidance provided to directors as set out in the “Statement on risk Management and in-ternal control: Guidelines for Directors of Listed issuers” issued by the taskforce on internal control with the sup-port and endorsement of Bursa Malaysia Securities Berhad.
diReCtoRS’ ReSPoNSiBiLitYthe Board acknowledges its responsibility in instituting a system of internal controls that covers all aspects ofthe business including strategic, commercial, operational and financial areas.
it recognizes that reviewing the Group’s system of internal control is a concerted and continuing process, designedto manage rather than eliminate the risk of failure to achieve business objectives. accordingly, the system effectedby the company’s Board and Management, can only provide reasonable but not absolute assurance with regard tothe achievement of the Group’s objectives.
the Board has received assurance from the Group chief executive officer and chief Financial officer that theGroup’s risk management and internal control system is operating adequately and effectively, in all material aspects.
the Board confirms that there is an ongoing process of identifiying, evaluating and managing all significant risksfaced by the Group throughout the year and up to the date of approval of the annual report and Financial State-ment. the Group includes material joint ventures and associated companies.
RiSK mANAGemeNt FRAmeWoRKthe Board believes that internal control is a process, effected by the company’s Directors, Management andother personnel, designed to provide reasonable assurance regarding the achievement of the following objectives:- • effectiveness and efficiency of operations; • reliability of financial reporting; • compliance with applicable laws and regulations; and • Safeguarding of the Group’s assets.
the internal audit Department continuously reviews the adequacy and effectiveness of the risk managementprocesses that are in place within the Group.
the purpose of the internal control system is to control and manage risks. in order to properly manage risks,the Board recognizes the fact that an appropriate and sound system of internal control should be in place. theBoard has adopted the committee of Sponsoring organisations of the treadway commission’s (coSo) internalcontrol – integrated Framework which comprises the following five (5) fundamental components that includecontrol environment, risk assessment, control activity, information and communication and Monitoring:
1 Control environment the Board and the Management set the tone of the organization and influence the control consciousness within all levels of employees. the Group is committed in ensuring that an adequate control environment is maintained. among the measures taken are as follows:
a. the Group has formulated a risk Management Framework to guide personnel in identifying, assessing, managing and reporting the risks;
b. the Group had also established and distributed to all levels of personnel the internal policy and procedures on property Development, property Services, project Management, tendering as well as construction Management. the said policies and procedures, amongst others, define the authority, responsibility and accountability of the relevant personnel within the Group business functions. changes in strategic plans, objectives and goals are immediately disseminated and communicated to the employees;
41
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
c. in line with the existence of Human resource policies and procedures in place, the Group had also adopted and practised the ethical code of conduct which further provides guidance to all employees in their day-to-day conduct of business transactions. added to that, all employees are requested to make a formal disclosure as to whether they are engaged in activities that may have any conflict with the company’s interests.
2 Risk Assessment the Board is aware that every organization faces a variety of risks from external and internal sources that must be assessed. a pre-condition to risk assessment is the establishment of objectives, linked at different levels and internally consistent. risk assessment is the identification and analysis of relevant risks affecting the achievement of the objectives, forming a basis for determining how the risks should be managed.
in order to ensure that the Board is satisfied that the key business risks have been identified and are being addressed, a structured risk-control process has been established.
risk issues are updated and reviewed by the Management and internal auditor. all risk-control reports from the respective risk owners / operating units are compiled and assessed quarterly. results are presented to the audit committee for notification and endorsement from time to time.
3 Control Activities control activities help to ensure that necessary actions are taken to address risks that may hinder the achievement of the organization’s objectives. control activities occur throughout the organization, at all levels and in all functions. internal controls are enforced through policy manuals, jobs descriptions and functions, operating procedures, delegation, authorization, etc. appropriate control activities have been designed and put in place on all aspects of business operating functions. among the key control activities currently undertaken by the Group are:- • regular review of comprehensive information/reports provided by the Management to the Board covering financial and operational performance and key business indicators; • regular Management meetings to obtain feedback on the progress of activities undertaken by the operating/business units in order to rectify any shortcomings or problems affecting the implementation plan; • Visits to operating/business units by members of the Board and Senior M anagement; • regular internal audit visits to sites to review and appraise the systems of internal controls in place to ensure that these controls are effective and working as intended; • regular reconciliations, for example banks’ reconciliations, to ensure that all transactions are accounted for; • efforts to safeguard the company’s assets through adequate insurance coverage over the Group’s major assets against fire peril; • Segregation of duties and physical security of assets e.g. limit access to assets, systems and records; establish clear control of assets and custodial responsibility; and • risk-control reports together with action plans are prepared by the risk owners and submitted to the risk Management coordinator for monitoring purposes. the risk Management coordinator shall ensure that all action plans are implemented.
4 information and Communication Process the Group has a well-defined and clear line of communication within the Group’s organizational structure. the structure ensures that the Board receives timely, relevant and reliable reports on business activities, progress and related information for decision-making.
periodic reports are compiled containing operational, financial, compliance-related information and information on external events and activities for business decision-making and external reporting.
the Group has effective communication channels, through reports, briefings, meetings, discussions, internal memorandum and website, to communicate and disseminate relevant and important information on a timely basis.
statement of risk management and internal control (cont’d)
42
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
5 Continuous monitoring Process on the Adequacy and integrity of the System of internal Control the Board recognizes the fact that internal control systems need to be continuously monitored, a process that assesses the quality of the system’s performance over time. this is accomplished through ongoing monitoring activities, separate evaluations or a combination of both. ongoing monitoring occurs in the course of operations through regular internal audit reviews on internal control system as well as management and supervisory activities over the business functions.
the Management provides regular and comprehensive information/reports to the Board covering financial performance and key business indicators. the internal auditors have been in existence and are independent of the activities they audit.
the internal auditor reports functionally to the audit committee and administratively to the Managing Director. the internal audit function performs regular reviews of business processes to assess the effectiveness of the internal controls. the internal audit function also conducts audit visits to key business units of the Group on a planned basis and issues audit reports on its findings and recommendations for the review of the audit committee.
the audit committee conducts a review on the results of the internal audit programme or investigation undertaken and determines whether the Management has taken the appropriate actions on the recommendations made by the internal auditors.
iNteRNAL Audit FuNCtioNthe Group has an internal audit Department (iaD), which reports directly to the audit committee. its role is toprovide the Board with the assurance it requires regarding the adequacy and integrity of internal control acrossthe Group.
iaD reviews the internal control processes in the key activities of the Group’s businesses by adopting a risk-basedinternal audit approach and reports directly to the audit committee. reports on internal audit findings togetherwith recommendations for Management actions are presented to the audit committee where it then reports to theBoard of Directors by the audit committee on a quarterly basis or as appropriate.
For each financial year, iaD prepares an annual audit plan and presents it to the audit committee for theirapproval. the scope of work in the audit plan encompasses review of financial and operational activities withinthe Group.
the iaD has completed the planned audits for the year and will closely monitor the implementation progress ofits audit recommendations in order to ensure that all major risks and control concerns have been duly addressed bythe Management. all internal audit reports together with the recommended action plans and their implementationstatus have been presented to the Management and audit committee.
StAte oF iNteRNAL CoNtRoL duRiNG tHe PeRiod uNdeR ReVieWthe Board is satisfied with the adequacy, effectiveness and integrity of the system of risk management andinternal control and is committed through improving when necessary to further enhance the Group’s system ofrisk management and internal control. the system of risk management and internal control of the Group isregularly reviewed by the audit committee.
this Statement is made in accordance with the resolution of the Board of Directors dated 23 april 2015
statement of riskmanagement and internal control (cont’d)
43
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
the Directors consider that, in preparing the financial statements of the Group and of the company for the financialyear ended 31 December 2014, the Group and the company have used appropriate accounting policies, consistentlyapplied and supported by reasonable and prudent of judgements and estimates. the Directors also consider that allapplicable approved accounting standards in Malaysia have been followed and confirm that the financial statementshave been prepared on a going process basis.
the Directors are responsible for ensuring that the company and its subsidiaries keep accounting records whichdisclose with reasonable accuracy at any time the financial statements comply with the provisions of the companiesact, 1965. the Directors are also responsible for taking such steps as are reasonably open to them to safeguardthe assets of the Group and to prevent and detect fraud and other irregularities.
this Statement is made in accordance with the resolution of the Board of Directors dated 23 april 2015.
statement on directors responsibilitypursuant to paragraph 15.26(a) of the Main Market Listing requirements of Bursa Malaysia Securities Berhad
44
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
recurrent related partytransactions
Details of the recurrent related party transactions during the financial year since shareholders’ mandate wasobtained at the 52n d annual General Meeting are as follows:
company transacting Nature relationship aggregate Party transaction of Value of transaction transaction party during the financial Year 2014 (rM’000)
DBhd and/or subsidiaries
Jcorp Group rental of office space to DBhd Group and other related operational expenses
Jcorp is the substantial shareholder of DBhd, by virtue of Section 6a of the act
234 a
DBhd and/or subsidiaries
Jcorp Group Miscellaneous services rendered by Jcorp to the DBhd Group
Jcorp is the substantial shareholder of DBhd, by virtue of Section 6a of the act
15,391 B
DBhd and/or subsidiaries
Jcorp Group Sale of houses, shops, shop offices and other types of development on land registered in the name of Jcorp Grou for which DBhd has acquired from Jcorp Group the rights to develop the said land. the entire proceeds of the sale accrue to DBhd Group
Jcorp is the substantial shareholder of DBhd, by virtue of Section 6a of the act
15,391 c
DBhd and/or subsidiaries
KpJ provide consultancy services for hospital planning, commissioning, construction and operation provided by HtS
KpJ is an associated of Jcorp. Jcorp is the substantial shareholder of DBhd by virtue of section 6a of the act
5,700 D
45
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
company transacting Nature relationship aggregate Party transaction of Value of transaction transaction party during the financial Year 2014 (rM’000)
DBhd and/or subsidiaries
Jcorp Group insurance services provided between DBhd and Jcorp Group.
Jcorp is the substantial shareholder of DBhd, by virtue of Section 6a of the act
285 e
DBhd and/or subsidiaries
Jcorp Group Hotel and accomodation charges Jcorp is the substantial shareholder of DBhd, by virtue of Section 6a of the act
47 F
DBhd and/or subsidiaries
Jcorp Group Facility management services for hospital and commercial buildings provided by DBhd Group
Jcorp is the substantial shareholder of DBhd, by virtue of Section 6a of the act
1,815 G
DBhd and/or subsidiaries
Jcorp Group rental of spaces for parking operations to Jcorp Group. the payment terms on the car park services rendered is on monthly basis.
KpJ is an associated of Jcorp. Jcorp is the substantial shareholder of DBhd by virtue of Section 6a of the act
5,746 H
recurrent related party transactions (cont’d)
46
AN
NU
AL
REPO
RT 2
014
| Da
Ma
NSa
ra
rea
LtY
Ber
Ha
Dc
or
por
ate
rep
ort
company transacting Nature relationship aggregate Party transaction of Value of transaction transaction party during the financial Year 2014 (rM’000)
DBhd and/or subsidiaries
KpJ rental of spaces for parking operations to Jcorp Group. the payment terms on the car park services rendered is on monthly basis.
KpJ is an associated of Jcorp. Jcorp is the substantial shareholder of DBhd by virtue of section 6a of the act
1,850 i
DBhd and/or subsidiaries
Jcorp Group Facility management services for commercial buildings provided by DBhd Group
Jcorp is the substantial shareholder of DBhd, by virtue of Section 6a of the act
5,843 J
DBhd and/or subsidiaries
Jcorp Group cleaning services offered by DBhd Group and other related expenses
Jcorp is the substantial shareholder of DBhd, by virtue of Section 6a of the act
11,041 K
recurrent related party transactions (cont’d)
Recommended
