CORPORATE INFORMATION Maklumat Korporat

Size: px

Start display at page:

Download "CORPORATE INFORMATION Maklumat Korporat"

Shon Robinson
5 years ago
Views:

1 Di Epe AR P1-50 LOWRES 14/4/04 8:44 AM Page 6 CORPORATE INFORMATION Maklumat Korporat BOARD OF DIRECTORS / LEMBAGA PENGARAH 6 YBhg Datuk Sulaiman Daud (Independent Non-Executive Chairman / Pengerusi Berkecuali, Bukan Eksekutif) YBhg Tan Sri Hamdan Mohamad ( / Encik Abdul Latif Mahamud (Chief Executive Officer and Executive / Ketua Pegawai Eksekutif dan Pengarah Eksekutif) Encik Amiruddin Abdul Aziz ( / Tuan Hj Abdullah Yusof (Independent Non-Executive / Pengarah Berkecuali, Bukan Eksekutif) Puan Salmah Sharif ( / Encik Muhammad Adib Ariffin (Independent Non-Executive / Pengarah Berkecuali, Bukan Eksekutif) Encik Mohd Kamal Azmey Awang Hitam ( / Encik Zainal Abidin Mohd Rafique ( / MEMBERS OF THE AUDIT COMMITTEE / AHLI-AHLI JAWATANKUASA AUDIT Tuan Hj Abdullah Yusof (Chairman /Pengerusi) Encik Amiruddin Abdul Aziz Encik Muhammad Adib Ariffin MEMBERS OF THE NOMINATION COMMITTEE / AHLI-AHLI JAWATANKUASA PENAMAAN YBhg Datuk Sulaiman Daud (Chairman /Pengerusi) Puan Salmah Sharif Encik Muhammad Adib Ariffin MEMBERS OF THE REMUNERATION COMMITTEE / AHLI-AHLI JAWATANKUASA GANJARAN YBhg Datuk Sulaiman Daud (Chairman /Pengerusi) Tuan Hj Abdullah Yusof Encik Mohd Kamal Azmey Awang Hitam REGISTERED OFFICE, PRINCIPAL OFFICE / PEJABAT BERDAFTAR, PEJABAT UTAMA No & 47-8, The Boulevard Mid Valley City Lingkaran Syed Putra Kuala Lumpur Tel : (603) / Fax : (603) Website : REGISTRARS / PENDAFTAR Mega Corporate Services Sdn Bhd Level 11-2 Faber Imperial Court (Office Block of Sheraton Imperial Hotel) Jalan Sultan Ismail Kuala Lumpur Tel : (603) Fax : (603) AUDITORS / JURUAUDIT Deloitte KassimChan (Chartered Accountants) Level 19 Uptown 1, 1 Jalan SS 21/58 Damansara Uptown, Petaling Jaya Selangor Darul Ehsan Tel : (603) Fax : (603) SOLICITORS / PEGUAM-PEGUAM Shahrizat Rashid & Lee Tel : (603) Fax : (603) PRINCIPAL BANKERS / BANK-BANK UTAMA Bumiputra-Commerce Bank Berhad Affin Bank Berhad RHB Bank Berhad SECRETARY / SETIAUSAHA Ms Cheng Lay Kuan STOCK EXCHANGE LISTING / PENYENARAIAN BURSA SAHAM Malaysia Securities Exchange Berhad, Second Board / Papan Kedua

2 Di Epe AR P1-50 LOWRES 14/4/04 8:44 AM Page 7 CORPORATE STRUCTURE Struktur Korporat EPE POWER CORPORATION BERHAD Transmission & Distribution Penghantaran & Pengagihan Manufacturing / Perkilangan Manufacturing and Marketing of Power Distribution Equipment Perkilangan dan Pemasaran Peralatan Pengagihan Tenaga EPE SWITCHGEAR 70% *EPE WILSON TRANSFORMER SDN BHD Projects / Contracts / Projek / Kontrak Engineering and Contract Management Services for Energy Distribution, Transmission and Generation Infrastructure Projects Perkhidmatan Kejuruteraan dan Pengurusan Kontrak untuk Projek Infrastruktur Pengagihan, Penghantaran dan Penjanaan Tenaga 100% EPE PROJECTS SDN BHD 7 Generation / Penjanaan Operation and Maintenance of Power Plant and Independent Power Producer Pengendalian dan Penyelenggaraan Stesen Janakuasa dan Pengeluar Tenaga Bebas 70% REWARD RESOURCES SDN BHD 70% POWERTRON RESOURCES SDN BHD SERVICES / PERKHIDMATAN Operation and Maintenance of Power Distribution System and Distribution of Electricity Pengendalian dan Penyelenggaraan Sistem Pengagihan Tenaga dan Pengagihan Elektrik 100% EPE TRADING SDN BHD 100% EPE POWERLINK SDN BHD 100% EPE DISTRIBUTION SDN BHD *Based on effective interest

Di002816 Epe AR P1-50 LOWRES 14/4/04 8:44 AM Page 8 Chairman s Statement 8 DATUK SULAIMAN DAUD Chairman Dear Shareholders, On behalf of the Board of s, I am very pleased to present the Annual Report

Notwithstanding the debt issues, the company has been operating profitably as demonstrated by the results achieved.

3 Di Epe AR P1-50 LOWRES 14/4/04 8:44 AM Page 8 Chairman s Statement 8 DATUK SULAIMAN DAUD Chairman Dear Shareholders, On behalf of the Board of s, I am very pleased to present the Annual Report and Accounts of EPE Power Corporation Berhad ("EPE") and its Group of Companies ("EPE Group") for the financial year ended 31 December Notwithstanding the debt issues, the company has been operating profitably as demonstrated by the results achieved. With the successful completion of the debt restructuring exercise, EPE Group, will now be able to concentrate efforts and resources in strengthening our position within the power industry in line with our vision of becoming a global player. As part of the restructuring exercise, Ranhill Berhad has on 29 December 2003 completed the acquisition of Powertron Resources Sdn Bhd ("PRSB") and EPE-Wilson Transformer (EWT) through Penjanaan EPE-Time ("PET"). Subsequently, on 25 February 2004, EPE Group has acquired PRSB and PET from Ranhill Berhad. As of the date of this report, EPE has completed the Proposed Restructuring Scheme, regularised its financial condition and has been therefore uplifted from its PN4 status on 2 April In respect of EPE s Renounceable of Rights Issue launched on 18 March 2004, the last day for acceptance was on 5 April The Board believes that with the completion of the Debt Restructuring Scheme, EPE Group will be in a stronger financial position in the near future particularly due to the additional 40% shareholding interest in PRSB, bringing total shareholding interest by EPE Group to 70%. Furthermore, as part of the larger Ranhill Group, EPE expects synergistic benefits to positively impact EPE's performance.

Di002816 Epe AR P1-50 LOWRES 14/4/04 8:44 AM Page 9 For 2003, EPE Group has managed to improve its result with revenue recorded at RM86.7 million, a 15% increase over RM75.2 million last year.

4 Di Epe AR P1-50 LOWRES 14/4/04 8:44 AM Page 9 For 2003, EPE Group has managed to improve its result with revenue recorded at RM86.7 million, a 15% increase over RM75.2 million last year. Through PRSB, EPE Group is involved in the power generation business as an Independent Power Producer ("IPP") that owns a 120MW Open Cycle Gas Turbine in Kota Kinabalu, Sabah. The proposed expansion of the power plant to 190MW combined cycle is now waiting for final approval from the Government. The increase in the power plant capacity shall generate additional electrical power for SESB at no additional fuel cost. The Board is optimistic that this will result in the strengthening of EPE Group's generation business in Sabah and thus enhance shareholders' value. The operation and maintenance activities of PRSB plant are being carried out by Reward Resources Sdn Bhd ("RRSB"). With impressive track records and technical capabilities, RRSB is aiming to expand its services to other facilities in the power industry. For 2003, EPE Group has managed to improve its result with revenue recorded at RM86.7 million, a 15% increase over RM75.2 million last year. The increase in revenue resulted in a net profit before tax amounting to RM2.4 million, an improvement of 26% as compared with previous year's result. Although the power generation business will be the largest contributor to EPE Group in terms of turnover and profit, EPE Group remains focused in exploring potential business globally from its two other business divisions namely, Transmission and Distribution Division ("T&D") and Service Division. Within the T&D Division, EPE Group's performance in the manufacturing of medium voltage switchgears shall continue to be strengthened by increased sales locally and also by new forays into the overseas markets. EPE Group has successfully secured orders worth RM32.0 million for the supply of 12kV switchgears and other components from the Middle East countries. On the other hand, T&D is also keeping abreast with market development of the Asian region particularly in Vietnam, Indonesia, Brunei and China. In the local scene, the previous year's efforts of promoting 33kV Compact Gas Insulated Switchgears ("CGIS") finally bore fruit when EPE Group managed to secure supply contracts worth RM40.0 million from local utility companies. This is a reflection of the strong technical collaborative efforts with our technology partner, AE Power of Japan. This joint effort will be expanded beyond the domestic market as EPE Group plans to market the locally manufactured CGIS overseas, in particular the Middle East countries. In the transformer business, EPE Group, through EWT, has secured a significant market share in the country demonstrating customers' confidence in the quality and timely delivery of EPE Group's products. During the year, EWT has reported total revenue of RM37.0 million, the highest recorded since its operation in EWT has positioned itself to cater for higher market share in both domestic and international markets with the introduction of new product ranges. 9

Di002816 Epe AR P1-50 LOWRES 14/4/04 8:44 AM Page 10 10..the Service Division has embarked on several new products, namely infra-red scanning and ultrasound detection.

5 Di Epe AR P1-50 LOWRES 14/4/04 8:44 AM Page the Service Division has embarked on several new products, namely infra-red scanning and ultrasound detection. One of the decisions taken by EPE Group is to increase research and development ("R&D") activities and to introduce innovative design and new range of products to be offered to customers. Ongoing product design development works carried out internally by the R&D teams shall provide EPE Group with capabilities and competitive edge locally and in the overseas market against international players. In order to meet customers' needs whilst addressing current changes within the industry, the Service Division has embarked on several new products, namely infra-red scanning and ultrasound detection. The condition monitoring services provide EPE Group with the capability to offer the latest technology in substation maintenance in accordance with changes as determined by customer's requirements. In addition to the present medium voltage segment of substation maintenance and refurbishment, the Division has also identified potential service opportunities in the high voltage segment. Production efficiency, optimized utilization of resources and adherence to a stringent quality management system continue to be enhanced within EPE Group in line with the objectives of improved cost efficiency and higher quality products. On behalf of the Members of the Board, and also the Management and employees of EPE Group, I would like to express my sincere gratitude to all our loyal customers, in particular TNB, SESB and industrial users, as well as government agencies and local authorities for their continued support. Special appreciation is extended to our lenders and creditors who have given undivided support and cooperation towards the completion of the debtrestructuring scheme. Lastly, I would like to record my warmest appreciation to my Board colleagues, management and staff who have demonstrated utmost dedication and support in turning around the company.

He holds a Diploma in Agriculture from the College of Agriculture (now known as Universiti Putra Malaysia), and a Masters of Business Administration from IMC, Buckingham.

6 Di Epe AR P1-50 LOWRES 14/4/04 9:08 AM Page 11 BOARD OF DIRECTORS DIRECTORS PROFILE DATUK SULAIMAN DAUD Chairman TAN SRI HAMDAN MOHAMAD ABDUL LATIF MAHAMUD Chief Executive Officer & Executive Datuk Sulaiman Daud, a Malaysian, aged 57, was appointed Chairman of EPE Power Corporation Berhad on 22 October He holds a Diploma in Agriculture from the College of Agriculture (now known as Universiti Putra Malaysia), and a Masters of Business Administration from IMC, Buckingham. He has attended the Stanford-INSEAD Advanced Management Programme (AMP) at Fontainebleau, France. He has also participated in other professional and technical courses in Finance, Marketing and Production in UK, USA and Brazil. He started as a Trainee Executive with Malaysian Tobacco Company in 1968 and progressed to become the Deputy Chief Executive and Executive. His involvement in the tobacco industry includes being the Technical Adviser to the National Tobacco Board in 1977 and He was also former Chairman of the Confederation of Malaysian Tobacco Manufacturers and member of the National Tobacco Board. He is currently Chairman of Bank Pertanian Malaysia and Ladang Kemasik-BPM (Perak) Sdn Bhd and sits in the Board of Park May Berhad, Pharmaniaga Berhad, Ho Hup Construction Berhad, Malaysia Packaging Berhad and Axis Systems Holdings Limited. YBhg Datuk Sulaiman Daud does not have any family relationship with any and/or major shareholder of EPE, nor any personal interest in any business Tan Sri Hamdan Mohamad, a Malaysian, aged 48, was appointed to the Board of s of EPE Power Corporation Berhad on 26 February He is an Executive /President and Chief Executive Officer of Ranhill Berhad. He joined Ranhill Bersekutu Sdn Bhd in 1981 and was appointed to the Board of Ranhill Berhad on 15 November Tan Sri Hamdan Mohamad obtained a Bachelor of Engineering Degree in Civil Engineering from the University of Western Australia in 1981 and a Master of Science in Advanced Concrete Structures in 1986 from the Imperial College of Science and Technology, London, United Kingdom. He is a Fellow Member of the Institution of Engineers, Malaysia and the Institute of Civil Engineers, United Kingdom and also a Member of the Institution of Engineers, Australia and the International Association of Bridge & Structural Engineers. He is a Professional Engineer registered with the Board of Engineers, Malaysia and a Chartered Engineer registered with the Institute of Civil Engineers, United Kingdom. He also serves as Executive /President of Ranhill Utilities Berhad. Save as disclosed in the s shareholding, Tan Sri Hamdan does not have any family relationship with any and/or major shareholder of EPE, nor any personal interest in any business Abdul Latif Mahamud, a Malaysian, aged 48, was appointed to the Board of s on 1 March He was re-designated as Chief Executive Officer and Executive of EPE on 24 February He is an Electrical Engineering Graduate from MARA Institute of Technology and holds a Master of Business Administration from University of Hull, England. He began his career in 1982 with Asea Brown Boveri and in 1992 he joined Groupe Schneider and was General Manager before his move to EPE Power Corporation Berhad. He has held several positions in EPE prior to his appointment as Managing in March He joined EPE Wilson Transformer Sdn Bhd, an associate company of EPE in September 1994 as a General Manager. In July 1997, he was promoted to Senior General Manager of Manufacturing Division and then appointed as Chief Operating Officer of EPE in August Abdul Latif Mahamud does not have any family relationship with any and/or major shareholder of EPE, nor any personal interest in any business 11

7 Di Epe AR P1-50 LOWRES 14/4/04 9:08 AM Page 12 DIRECTORS PROFILE HAJI ABDULLAH BIN YUSOF Independent Non-Executive SALMAH BT SHARIF AMIRUDDIN ABDUL AZIZ 12 Haji Abdullah Bin Yusof, a Malaysian, aged 68, was appointed to the Board of s of EPE Power Corporation Berhad on 22 October He is a mining engineer who graduated from the Camborne School of Mines, United Kingdom in He has over 35 years experience in mining and related activities, having held various position in the Osborne & Chappel Group of Companies, which was involved in mining management and consultancy both locally and at international level. He is a Fellow of the Institute of Mining and Metallurgy UK, and Fellow of the Institute of Mineral Engineers Malaysia. He is also a Professional Engineer (Mining) registered with the Board of Engineers Malaysia, council member of the Malaysian Chamber of Mines and Tin Industry (Research & Development) Board. He is currently the Executive Chairman of Osborne & Chappel International Sdn Bhd and Chairman of Ireka Corporation Berhad. He is also a of Gopeng Berhad, TIME Engineering Berhad and Cement Industries of Malaysia Berhad. Tuan Hj Abdullah Bin Yusof does not have any family relationship with any and/or major shareholder of EPE, nor any personal interest in any business Salmah Bt Sharif, a Malaysian, aged 43, was appointed to the Board of s of EPE Power Corporation Berhad on 22 October She holds a Bachelor of Law from University Teknologi MARA and was called to the Malaysian Bar and admitted as an Advocates and Solicitor at the High Court of Malaysia in Her previous work experience was as Legal Officer in Malaysian Industrial Estates Sdn Bhd (MIDF Subsidiary) in 1987 to 1988 and promoted to Company Secretary in She was appointed the Company Secretary and Legal Advisor of Khazanah Nasional Berhad in 1994, a position she holds until now. She sits as Khazanah's nominee on the Board of TIME Engineering Berhad and several other private limited companies. Puan Salmah Bt Sharif does not have any family relationship with any and/or major shareholder of EPE, nor any personal interest in any business Amiruddin Abdul Aziz, a Malaysian, aged 45, was appointed to the Board of s of EPE Power Corporation Berhad on 19 September He holds a Bachelor of Business Administration degree from The Ohio University, USA. He has been with the UEM Group since 1988 in various senior positions. He began his career with the UEM Group in PLUS Expressway Berhad as the Head of the Treasury Department. Prior to his appointment as the Chief Financial Officer of PUTRA from January 1997 to January 1999, he was the General Manager, Group Corporate Affairs in HBN Management Sdn Bhd (now known as UEM Group Management Sdn Bhd). From February 1999 to August 2000, he was the Chief Operating Officer of EPE Power Corporation Berhad. In August 2000, he was transferred to Renong Berhad (now known as UEM Land Sdn Bhd) as its Chief Operating Officer, a position he held before he was appointed as the Chief Operating Officer of TIME Engineering Berhad ( TIME ) on 18 November He was appointed as the Managing of TIME on 1 April He also sits on the Board of TIME dotcom Berhad and several other nonpublic listed companies in the UEM Group. Encik Amiruddin Abdul Aziz has no securities holdings in the Company and its subsidiaries and none of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company and has not been convicted of any offences within the past 10 years.

8 Di Epe AR P1-50 LOWRES 14/4/04 9:08 AM Page 13 DIRECTORS PROFILE ZAINAL ABIDIN BIN MOHD RAFIQUE MOHD KAMAL AZMEY BIN AWANG HITAM MUHAMMAD ADIB ARIFFIN Independent Non-Executive Zainal Abidin Bin Mohd Rafique, a Malaysian, aged 46, was appointed to the Board of s of EPE Power Corporation Berhad on 3 August He holds a Bachelor of Science in Building Economics and Measurement from The University of Aston, England. He is a registered member of the Institution of Surveyors and the Board of Quantity Surveyors, Malaysia. He began his career in 1982 with Jabatan Kerja Raya Malaysia as a Quantity Surveyor. He joined Island and Peninsular Berhad in 1984 and was General Manager before moving to ZAQ Construction Sdn Bhd as a in 1993, a position that he currently holds. Save as disclosed in the s shareholding, Encik Zainal Abidin Bin Mohd Rafique does not have any family relationship with any and/or major shareholder of EPE, nor any personal interest in any business arrangement involving the Company. He has had no convictions for any offences within the past 10 years. Mohd Kamal Azmey Bin Awang Hitam, a Malaysian, aged 53, was appointed to the Board of s of EPE Power Corporation Berhad on 3 August He holds a Bachelor of Science Degree in Mechanical Engineering from University of Strathclyde, Glasgow. He is a registered Professional Engineer with the Board of Engineers, a Fellow of the Institution of Engineers Malaysia and a member of Association of Consulting Engineers, Malaysia. He began his career in 1976 with Pahang Tenggara Development Authority (DARA) as a Mechanical Engineer. Thereafter, he joined Aluminium Company of Malaysia (ALCOM) and Jurutera CMP Sdn Bhd as a Project Engineer and Mechanical Engineering in 1977 and 1979 respectively. Currently Encik Mohd Kamal Azmey Awang Hitam is a of an engineering consultancy firm, J&A Associates Sdn Bhd, a position he held since Save as disclosed in the s shareholding, Encik Mohd Kamal Azmey Bin Awang Hitam does not have any family relationship with any and/or major shareholder of EPE, nor any personal interest in any business arrangement involving the Company. He has had no convictions for any offences within the past 10 years. Muhammad Adib Ariffin, a Malaysian, aged 42, was appointed to the Board of s of EPE Power Corporation Berhad on 6 December He holds a Bachelor in Economics (Major in Accounting and Finance) from Monash University, Melbourne, Australia. He is a member of Malaysian Institute of Accountants (MIA) and Fellow of Australian Society of Certified Practicing Accountants (ASCPA). Encik Muhammad Adib Ariffin is currently Managing of Fortitude Asset Management Sdn Bhd. Previously he spent nearly ten years in Malaysia National Insurance Berhad ("MNI"), holding senior management positions in General Insurance, Finance and later Investment and Corporate Planning until January He started his career in 1984 as an Audit Assistant at Ernst & Young and thereafter served in several positions in the private sector before joining MNI. Encik Muhammad Adib Ariffin does not have any family relationship with any and/or major shareholder of EPE, nor any personal interest in any business arrangement involving the Company. He has had no convictions for any offences within the past 10 years. 13

Contents. Corporate. Information. Profile of Directors. Corporate. Structure. Statement on Corporate Governance. Chairman s Statement

Contents. Corporate. Information. Profile of Directors. Corporate. Structure. Statement on Corporate Governance. Chairman s Statement 02 Contents 03 04 08 10 Profile of 15 22 26 28 on Governance 31 79 Audit Committee Report 80 Social Responsibility 82 on Internal Control 84 s List of Properties Analysis of Shareholdings Notice of Annual