ASIA MEDIA GROUP BERHAD (Company No. 813137-V)                                                                            ...
02   Our PhilosophyCONTENTS           03   Corporate Structure           04   Corporate Information           05   Financi...
Our    Philosophy    At Asia Media, we believe in integrity and trust. Both these values    form the foundations and pilla...
CORPORATE STRUCTURE             ASIA MEDIA GROUP BERHAD                                 (Company No. 813137-V)            ...
CORPORATE INFORMATIONBOARD OF DIRECTOR                                  REGISTERED OFFICEDATUK WIRA SYED ALI              ...
FINANCIAL HIGHLIGHTS                                  Revenue                                                             ...
FINANCIAL HIGHLIGHTScont’dSUMMARISED GROUP INCOME STATEMENTSFinancial Year Ended 31 December                              ...
FINANCIAL HIGHLIGHTS                                                                   cont’dSUMMARISED GROUP’S FINANCIAL ...
CHAIRMAN’S                                                                          STATEMENT                             ...
CHAIRMAN’S STATEMENT                                                                                                      ...
CHIEF                                                                           EXECUTIVE                                 ...
CHIEF EXECUTIVE OFFICER’S REPORT                                                                                          ...
CHIEF EXECUTIVE OFFICER’S REPORTcont’dMOVING FORWARD                                                 To further fuel growt...
SIGNIFICANT MILESTONES   2007   2 007 AMSB began operations in Pusat Bandar Puchong, Selangor.   2008                     ...
SIGNIFICANT MILESTONEScont’d     2008 cont’d         20 08Awarded as “Best Start-up Company” by MSC Malaysia at the Asia P...
SIGNIFICANT MILESTONES                                                                                                    ...
SIGNIFICANT MILESTONEScont’d     2010 cont’dAMSB participated the ABU Digital Broadcasting Symposium 2010 officiated by th...
EVENT HIGHLIGHTS                                                                                    Exhibitions and ExposG...
BOARD OF DIRECTORS’ PROFILEDATUK WIRA SYED ALI                                           DATO’ WONG SHEE KAIBIN TAN SRI AB...
BOARD OF DIRECTORS’ PROFILE                                                                                               ...
STATEMENT ON CORPORATE GOVERNANCETHE IMPORTANCE OF CORPORATE GOVERNANCEThe Board of the Group is committed to the principl...
STATEMENT ON CORPORATE GOVERNANCE                                                                                         ...
STATEMENT ON CORPORATE GOVERNANCEcont’dTHE BOARD OF DIRECTORS cont’dRe-election of Directors cont’dTo assist shareholders ...
STATEMENT ON CORPORATE GOVERNANCE                                                                                         ...
STATEMENT ON CORPORATE GOVERNANCEcont’dINVESTOR RELATIONS & SHAREHOLDERS COMMUNICATIONInvestor RelationsThe Board acknowle...
STATEMENT ON CORPORATE GOVERNANCE                                                                                         ...
AUDIT COMMITTEE REPORTThe Board of the Group is pleased to present the report of the Audit Committee for the financial year...
AUDIT COMMITTEE REPORT                                                                                                    ...
AUDIT COMMITTEE REPORTcont’dTERMS OF REFERENCE cont’dDuties and ResponsibilityThe duties and responsibilities of the Audit...
AUDIT COMMITTEE REPORT                                                                                                    ...
STATEMENT ON INTERNAL CONTROLINTRODUCTIONThe Board is pleased to provide a statement on the state of the internal control ...
ADDITIONAL COMPLIANCE INFORMATION1.    SHARE BUY-BACK      The Company does not have a scheme to buy-back its own shares.2...
DIRECTORS’ REPORTThe directors hereby submit their report together with the audited financial statements of the Group and o...
DIRECTORS’ REPORT                                                                                                         ...
Asia Media Group Bhd Annual Report 2010
Asia Media Group Bhd Annual Report 2010
Asia Media Group Bhd Annual Report 2010
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Asia Media Group Bhd Annual Report 2010

  1. 1. ASIA MEDIA GROUP BERHAD (Company No. 813137-V) ASIA MEDIA GROUP BERHAD (formerly known as Gerak Bayan Sdn Bhd) (Company No. 813137-V) (Incorporated in Malaysia under the Companies Act, 1965)ASIA MEDIA GROUP BERHAD (formerly known as Gerak Bayan Sdn Bhd) (Company No. 813137-V) Head Office No: 35, 1st Floor, Jalan Bandar 16 Pusat Bandar Puchong 47100 Puchong Selangor Darul Ehsan, Malaysia Tel: +603 5882 7788 Fax: +603 5882 6622 Homepage www.asiamedia.net.my Annual Report 2010
  2. 2. 02 Our PhilosophyCONTENTS 03 Corporate Structure 04 Corporate Information 05 Financial Highlights 08 Chairman’s Statement 10 Chief Executive Officer‘s Report 13 Significant Milestones 17 Event Highlights 18 Board of Directors’ Profile 20 Statement on Corporate Governance 26 Audit Committee Report 30 Statement on Internal Control 31 Additional Compliance Information 32 Directors Report 36 Statement by Directors 36 Statutory Declaration 37 Independent Auditors Report 39 Statements of Financial Position 40 Statements of Comprehensive Income 41 Statements of Changes in Equity 42 Statements of Cash Flows 43 Notes to the Financial Statements 67 Analysis of Shareholdings 70 Notices of Annual General Meeting Proxy Forms
  3. 3. Our Philosophy At Asia Media, we believe in integrity and trust. Both these values form the foundations and pillars of our organisation and foster our relationships with all of our stakeholders which include our valued customers, our communities in which we operate, our investors as well as our greatest assets, our people. The company has experienced rapid growth and expansion since its inception, is continuing to build a reputable presence in the country’s digital out-of-home industry.2 ASIA MEDIA GROUP BERHAD (813137-V)
  4. 4. CORPORATE STRUCTURE ASIA MEDIA GROUP BERHAD (Company No. 813137-V) (Incorporated in Malaysia under the Companies Act, 1965) Asia Media Sdn Bhd 100%Asia Media Asia Media Marketing Interactive Transnet Sdn Bhd Sdn Bhd Express Sdn Bhd 100% 100% 100% ANNUAL REPORT 2010 ANNUAL REPORT 2010 ANNUAL R POR NNU REPOR PORT 3
  5. 5. CORPORATE INFORMATIONBOARD OF DIRECTOR REGISTERED OFFICEDATUK WIRA SYED ALI Level 8, Symphony HouseBIN TAN SRI ABBAS ALHABSHEE Pusat Dagangan Dana 1(Non-Executive Chairman) Jalan PJU 1A/46(Redesignated on 23 May 2011) 47301 Petaling Jaya Selangor Darul EhsanDATO’ WONG SHEE KAI T : 03-7841 8000(Executive Director and Chief Executive Officer) F : 03-7841 8199SABARUDDIN BIN AHMAD SABRI PRINCIPAL PLACE OF BUSINESS(Executive Director) No. 35, First FloorDATO’ HUSSIAN @ RIZAL BIN A. RAHMAN Jalan Bandar 16(Independent Non-Executive Director) Pusat Bandar Puchong 47100 PuchongYEONG SIEW LEE Selangor Darul Ehsan(Independent Non-Executive Director) T : 03-5882 7788 F : 03-5882 6622TEH SEW WAN W : www.asiamedia.net.my(Non Independent Non-Executive Director)(Resigned on 23 May 2011) PRINCIPAL BANKERS AmBank (M) BerhadAUDIT COMMITTEE Malayan Banking BerhadDato’ Hussian @ Rizal Bin A. RahmanChairman AUDITORSDatuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee STYL Associates (AF 001929)Member Chartered Accountants 107B Jalan Aminuddin BakiYeong Siew Lee Taman Tun Dr IsmailMember 60000 Kuala Lumpur T : 03-7727 5573NOMINATION COMMITTEE SPONSORDato’ Hussian @ Rizal Bin A. RahmanChairman PM Securities Sdn Bhd (66299-A) Mezzanine Floor, Menara PMIDatuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee No.2, Jalan Changkat CeylonMember 50200 Kuala Lumpur T : 03-2715 1330Yeong Siew LeeMember SHARE REGISTRAR Tricor Investor Services Sdn BhdREMUNERATION COMMITTEE Level 17, The Gardens North TowerDato’ Hussian @ Rizal Bin A. Rahman Mid Valley CityChairman Lingkaran Syed Putra 59200 Kuala LumpurDato’ Wong Shee Kai T : 03-2264 3883Member F : 03-2282 1886Yeong Siew Lee STOCK EXCHANGE LISTINGMember ACE Market of Bursa MalaysiaCOMPANY SECRETARIES Securities Berhad Stock Name : AMEDIASee Siew Cheng (MAICSA 7011225) Stock Code : 0159Eow Willey (MAICSA 7031441)4 ASIA MEDIA GROUP BERHAD (813137-V)
  6. 6. FINANCIAL HIGHLIGHTS Revenue Gross Profit (RM million) (RM million) 23.38 (3) 11.36 (3) 25 12 10 20 CAGR CAGR 88.3% (3) 8 85.1% 6.88 (3) 15 13.15 6 10 3.83 (3) 6.53 (3) 4 5 3.5 (2) 1.79 (2) 2 0 0 2007 (1) 2008 (1) 2009 (1) 2010 (1) 2007 (1) 2008 (1) 2009 (1) 2010 (1) Profit Before Tax Earning Per Share (“EPS”) (RM million) (Sen) 7.74 (3) 5.95 (3) 8 6 5 6 CAGR CAGR 121.7% 4 122.5% 3.36 (3) 2.58 (3) 4 3 2 2 1.41 (3) 1.09 (3) 0.71 (2) 1 0.54 (2) 0 0 2007 (1) 2008 (1) 2009 (1) 2010 (1) 2007 (1) 2008 (1) 2009 (1) 2010 (1)Notes:1. Proforma consolidated results prepared for illustration purposes is based on the audited financial statement of the companies in the group and on the assumption that the current structure of the group has been in existence throughout the period under review.2. Based on audited three (3) months financial period ended 31 December 2007.3. Based on proforma consolidated results for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010 respectively for illustrative purposes.CAGR = Compounded Average Growth Rate ANNUAL REPORT 2010 5
  7. 7. FINANCIAL HIGHLIGHTScont’dSUMMARISED GROUP INCOME STATEMENTSFinancial Year Ended 31 December Proforma* Audited 2007(1) 2008(2) 2009(2) 2010(2) 2010(3)FYE 31 December RM RM RM RM RMRevenue 3,501,620 6,533,187 13,150,080 23,375,537 16,554,093Cost of Sales (1,709,095) (2,702,900) (6,267,488) (12,020,436) (8,644,850)Gross profit (“GP”) 1,792,525 3,830,287 6,882,592 11,355,101 7,909,243EBITDA 968,759 2,187,285 4,233,739 9,244,683 11,297,585Less:Amortisation - (5,422) (5,458) (25,980) (24,176)Depreciation (143,721) (815,758) (830,127) (1,439,402) (960,720)Net interest income/(cost) (113,993) 45,682 (39,664) (39,385) (26,079)Profit before tax (“PBT”) 711,045 1,411,787 3,358,490 7,739,916 10,286,610Taxation (5,821) - - (2,698) (4,872)Profit after tax (“PAT”) 705,224 1,411,787 3,358,490 7,737,218 10,281,738Net profit attributable to shareholders 705,224 1,411,787 3,358,490 7,737,218 10,281,738Issued and paid-up share capital base 130,000,000 130,000,000 130,000,000 130,000,000 130,000,000 (4)Basic EPS (sen) 0.54 1.09 2.58 5.95 14.87Profit MarginGP margin (%) 51.2 58.6 52.3 48.6 47.8EBITDA margin (%) 27.7 33.5 32.2 39.5 68.2PBT margin (%) 20.3 21.6 25.5 33.1 62.1PAT margin (%) 20.1 21.6 25.5 33.1 62.1Growth RatesRevenue (%) n/a 86.6 101.3 77.8 n/aEBITDA (%) n/a 125.8 93.6 118.4 n/aPBT (%) n/a 98.6 137.9 130.5 n/aPAT (%) n/a 100.2 137.9 130.4 n/a6 ASIA MEDIA GROUP BERHAD (813137-V)
  8. 8. FINANCIAL HIGHLIGHTS cont’dSUMMARISED GROUP’S FINANCIAL POSITIONAs at 31 December 2010 Audited 2010FYE 31 December RMCurrent assets 5,530,191Current liabilities 4,443,158Current ratio (times) 1.24Short term debt 820,055Long term debt 414,755Total debt 1,234,810Total equity 23,278,438Total debt/total equity (times) 0.05Cash reserve 1,675,503Net cash 440,693Shareholders’ funds 23,278,438Net Assets/Share 0.18 ANNUAL REPORT 2010 7
  9. 9. CHAIRMAN’S STATEMENT Dear Shareholders, On behalf of the Board of Directors (“Board”), I am pleased to present the Annual Report and the Audited Consolidated Financial Statements of Asia Media Group Berhad (“AMGB” or “Company”) and its subsidiary companies (“Group”) for the financial year ended 31 December 2010 (“FYE2010”).FINANCIAL PERFORMANCE Net profit attributable to shareholders was RM10.282 million in FYE2010 which is translated into earnings perThe Group achieved favourable financial performance share of 14.87 sen. The Group’s shareholder funds werein FYE2010 backed by the recovery of the Malaysian RM 23.278 million and net assets per share was 18 seneconomy and the rebound of consumer sentiment. The as at end of 2010.GDP of Malaysia registered a growth rate of +7.2% y-o-yin 2010 against -1.7% y-o-y in 2009. Likewise, a more The Group adopted a prudent financial managementpositive consumer sentiment played an essential role to strategy where the Group’s debt to total equity ratio is onlyinstil stronger business confidence amongst advertisers 0.05 times at the end of 2010, with total debt of RM1.235in 2010. The Group recorded a revenue of RM16.554 million against total equity of RM23.278 million. The cashmillion and profit before taxation of RM 10.287 million, balances conserved as at end of FYE2010 was RM1.676that were mainly contributed by Asia Media Sdn Bhd million. With a healthy balance sheet position, the Group is(“AMSB”) and Transnet Express Sdn Bhd (“TESB”), on stronger footing to seize any market opportunities thatfollowing the successful acquisition of AMSB and TESB by may arise in the near future.the Company. AMSB and TESB were acquired as whollyowned subsidiaries by the Company on 3 May 2010.8 ASIA MEDIA GROUP BERHAD (813137-V)
  10. 10. CHAIRMAN’S STATEMENT cont’dThe Group’s financial liquidity remained healthy with positive operating cash inflow of RM6.154 million in FYE2010. The netinvesting cash was an outflow of RM4.587 million, primarily due to capital expenditure of RM5.883 million incurred in 2010for the deployment of LCD TV into buses and the purchase of related digital equipment and services. A negative financingcashflow of RM0.599 million was registered in FYE2010 mainly due to the repayment of term loan. Overall, the Groupachieved a net increase in cash balances of RM0.968 million in FYE2010.CORPORATE DEVELOPMENTOn 11 January 2011, the Company was successfully listed on the ACE Market of Bursa Malaysia Securities Berhad of which90 million ordinary Shares of RM0.10 each (“Shares”) was issued by way of private placement to the selected investorsand 8 million Shares for application by the public was issued at RM0.23 per Share. The gross proceeds of RM22.54 millionfrom the public issue of 98 million Shares will be utilised as below: Item Timeframe for utilisation from the date of listing RM’000 Capital expenditure Within 12 months 16,000 Working Capital Within 12 months 5,000 Defray estimated listing expenses Within 2 weeks 1,540 22,540CORPORATE SOCIAL RESPONSIBILITYCorporate social responsibility has formed part of the core values that the Group will always uphold while conducting itselfas a responsible business entity. We are always mindful in contributing back to the local community where we derive oureconomic benefits from. In line with these core fundamental values, we always seek ways to play our social roles andresponsibilities to ensure all stakeholders could benefit from our existence and presence.As a caring and responsive corporate citizen, we believe in contributing back to the community to make this world a betterplace to live amongst our stakeholders. During the year, we have supported numerous organisations and causes, directlyor indirectly via sponsorships through our wide media coverage networks.We sponsored the publicity cost for social and health related issues, namely the “Seminar for single mother on protectingfrom HIV & Violence” which was organised by Women’s Institute of Management (“WIM”) and the “AIDS Aware Campaign- Be the Message to Stop HIV/AIDS” which was organised by ruumz causes and the PT Foundation. We also acted asa media sponsor for Rakan Muda’s “15th GACC International Inter-Varsity Chess Championship Tournament Table” ofUniversity of Malaya.ACKNOWLEDGEMENTOn behalf of the Board, I would like to extend my heartfelt gratitude to our shareholders, bankers, customers, businesspartners and regulatory authorities for their continuous support, guidance and assistance extended to the Group. TheBoard would like to express its appreciation to the management and employees of the Group for their hard work anddedication.DATUK WIRA SYED ALI BIN TAN SRI ABBAS ALHABSHEECHAIRMAN ANNUAL REPORT 2010 9
  11. 11. CHIEF EXECUTIVE OFFICER’S REPORT FINANCIAL PERFORMANCE The Group holds the concessions to operate Transit-TV Network Systems on RapidKL, Causeway Link buses, as well as Plusliner, Nice and Nice++ Express busses in Peninsular Malaysia. The Group generates revenue via three key segments, i.e. advertising air-time sales, programme sponsorship and creative and production works. The Group revenues have grown strongly since inception, posting year-on-year growth rates of 86.6%, 101.3% and 77.8% in FYE2008, FYE2009 and FYE2010 respectively. This is testament to the increasing acceptance and consequently, rising demand for advertising on DOOH media. Rising revenues are also attributable to the success of marketing efforts to promote the Group’s network, which include engaging more media agents and expanding clientele over the years.Concurrently, EBITDA margins have also improved, Note:moving from 27.7% in FYE2007 to 39.5% in FYE2010as a result of economies of scale attained due to higher The Operation Review is based on Proforma Consolidated Financial Performance achieved by the Group in FYE2007demand for DOOH advertising. The notable growth and (3-month), FYE2008 (12-month), FYE2009 (12-month) andprofitability improvements were attained despite of global FYE2010 (12-month) to reflect the overall performance of thefinancial crisis in 2008 and domestic economic deceleration Group assuming the group structure would have establishedin 2009 with GDP growth rate of - 1.7% y-o-y. since inception. The Condensed Consolidated Statement of Financial Performance should be read in conjunction with theThe Group’s profit after taxation has grown at a Proforma Consolidated Financial Information as disclosed in theCompounded Annual Growth Rate (CAGR) of 122.5% Prospectus dated 22 December 2010 and the accompanyingsince 2007 to 2010 (based on annualised 3-months explanatory notes attached with.FYE2007 results), and having recorded a stellar, 130.4%y-o-y jump in FYE2010 profit after taxation to RM7.737million and increase in revenue to RM 23.376 million.10 ASIA MEDIA GROUP BERHAD (813137-V)
  12. 12. CHIEF EXECUTIVE OFFICER’S REPORT cont’dCORPORATE ACHIEVEMENTS IN 2010 to return to more typical growth rates with a CAGR of about 11.2% from 2010 to 2014.The Group’s portfolio of public transport bus partnersincluded RapidKL and Causeway Link, as well as Plusliner, However, the DOOH transit media industry is expected toNice and Nice++ express busses. TransNet, the Group’s grow from about RM15.5 million in 2009 to an estimatedTransit-TV Network System, uses LCD-TV screens RM62.5 million in 2014. The DOOH experienced healthyto deliver content such as information, entertainment growth rates from 2007 to 2009, largely because theprogrammes, advertisements and public bulletins on industry is still in its nascent stage and is still growing frompublic transport. a small Adex base contribution at the beginning of this period. This contributed to high year-on-year growth ratesThe Group was recognised as having the largest Transit- from 2007 to 2009. However as the industry develops, theTV Network (for buses) in Malaysia by the Malaysian Book year-on-year growth rates from 2010 to 2014 are expectedof Records in 2008, based on the number of LCD-TVs to stabilise to an average of approximately 30%.installed over the period from September 2007 to March2008. As at end March 2011, the Group has installed Industry Forecast for the Out-of-Home Media Industry3,175 LCD-TV on 1,500 buses. (Malaysia), 2010 – 2014In 2010, the Group has been awarded three (3) Adex Growth Ratelicences (NFP-i, NSP-i and CASP-i) from the Malaysian Year (RM million) (%)Communications and Multimedia Commission (MCMC)and Spectrums for the deployment of Digital Multimedia 2010 217.1 9.6Broadcasting. We have been allocated three blocks of “L” 2011 238.3 9.8Band Spectrums, at 1452.960, 1454.672 and 1456.384MHz respectively, to be utilised for digital multimedia 2012 265.5 11.4broadcasting. We will integrate the Digital Terrestrial 2013 296.3 11.6Television Broadcasting (DTTB) into TransNet. 2014 331.9 12.0DTTB is a type of infrastructure that employs digital CAGR 2010-2014 11.2%broadcasting to transmit TV signals form terrestrialtransmission towers to a conventional aerial. Currently, (Source: Independent Market Research Report, Frost & Sulivan)TransNet utilises a pre-recorded system, where pre-recorded content is uploaded to the individual systems on Industry Forecast for the Digital Out-of-Home Transiteach mode of transport. With DTTB, the Group will be able Media Industry (Malaysia), 2010 – 2014to deliver real-time content and information to the targetedmobile audience via live broadcasts. Adex Growth Rate Year (RM million) (%)The Group plans to deploy DTTB services, and integrateits TransNet network with DTTB. Towards this end, the 2010 21.6 39.3Group will utilise RM16.0 million raised via its Initial Public 2011 29.1 34.7Offering (“IPO”), to purchase transmission equipment forseven transmission towers, as well as network equipment 2012 38.8 33.5and facilities, and network integration in relation to the 2013 49.8 28.2deployment of DTTB. DTTB will initially be rolled out in the 2014 62.5 25.6Klang Valley upon completion of the construction of thetransmitter, transmission towers and gap fillers, expected CAGR 2010-2014 30.5%by the first half of 2011. Two of the towers will be locatedin Kuala Lumpur city area, and one each in Damansara, (Source: Independent Market Research Report, Frost & Sulivan)Putrajaya, Cyberjaya, Klang and Shah Alam.PROSPECTS OF OOH AND DOOH TRANSIT MEDIA INMALAYSIAOverall, the Out-of-Home (“OOH”) media industry isexpected to grow from about RM217.1 million in 2010to an estimated RM331.9 million in 2014. The gradualrecovery from the global economy crisis in 2009 resultedin a relatively high Adex growth rates between 2008 and2009 but the Adex growth rate for the industry is expected ANNUAL REPORT 2010 11
  13. 13. CHIEF EXECUTIVE OFFICER’S REPORTcont’dMOVING FORWARD To further fuel growth, we shall promote an inclusive work culture to energise our people. We have engagedWe are pursuing various strategic plans to expand committed and productive employees who add value tothe Group’s business over the next two (2) to three (3) our projects and teams. We measure our success by theyears beyond existing market segment and geographical extent to which we engage every person such that everypresence as summarised as below. role is performed with excellence.Maximise Average Revenue Per Hour I would like to thank everyone within the community for their contribution to the Group’s continuing developmentThe average revenue per hour is measured by dividing the during the past years. The combined efforts of our staff,total revenue from air time and programme sponsorship my management team and our Board of Directors havesales with the number of weeks, followed by seven days been truly inspiring.a week and eighteen hours a day, which are our dailyoperating hours. We intend to increase our efforts to offermore programmes within embedded advertisements,such as infomercials. Additionally, revenue from selling Thank you.sponsorships for each of the programmes on our networkwould be another additional source of revenue. DATO’ WONG SHEE KAIExpand Coverage CHIEF EXECUTIVE OFFICERThis strategy will increase our presence and stimulategrowth and create barriers to expansion and entry forcurrent and prospective competitors. In addition toour current exclusive agreements with existing publictransport providers, we intend to increase our coverage toother forms public transports i.e. monorails and Light RailTransit (LRT). With the penetration into these additionalpublic transports, we will be able to reach out to morepublic transport users, hence increase the exposure andpublicity of our customers.Overseas ExpansionCurrently, our Group is operating solely in the MalaysianDOOH transit media sphere. We intend to increase ourgeographical coverage by expanding regionally in thenear future. With our vast experience and proven trackrecords, we are confident on replicating our businessmodel in other countries, such as in Singapore and capitalcity of Indonesia, i.e. Jakarta. We believe that regionalexpansion will also position us to be more attractive to ourexisting and potential customers whom have presence inthe regional markets.Improve Technology and TechniquesWe intend to procure transmission equipments, networkfacilities and integration of network system to roll out ourinitial stage of Digital Terrestrial Television Broadcasting(DTTB) in the Klang Valley to deliver real-time contentsand information. With the live broadcast features, we areable to deliver real-time advertising with the real-timecontents provided by the local TV stations. In addition, weare also planning to improve our capabilities to broadcastinformation and entertainment to more devices (i.e. mobilephones, personal computers, personal digital assistant)apart from public transports.12 ASIA MEDIA GROUP BERHAD (813137-V)
  14. 14. SIGNIFICANT MILESTONES 2007 2 007 AMSB began operations in Pusat Bandar Puchong, Selangor. 2008 AMSB was awarded the concession to operate the Transit-TV Network System in 1,050 RapidKL stage buses, the largest integrated public transport company wholly owned by the Ministry of Finance Malaysia, via LCD digital screens to show infotainment programme, advertisement, community driven messages and public service bulletins to over 1.5 million bus users daily. In October 2007, AMSB was awarded the MSC status by the Multimedia Development Corporation Sdn Bhd with five (5) years tax-free incentives. Official launch of Transnet KL Transit-TV at Sime Darby 8 Convention Centre. 20 0The installation of LCD TV screens in 1,050 RapidKL buseswas completed in early 2008.Transnet KL was officially launched. The transit channelhas been on trial service since November 2007 in 600RapidKL buses.RapidKL buses was installed with two 19-inch LCD TVscreens to broadcast a variety of programmes includingnews, sports and documentaries in 30-minute slots that are A total of 500 LCD TV screens were installed in 250 buses. The installation was completed in September 2008. In mid-2008, AMSB successfully acquired Transit Vision Holdings Sdn Bhd which operates LCD TV screens in 200 luxury coaches own by Konsortium Transnasional Berhad. With this acquisition, the Group has expanded its coverage to Plusliner and Nice++ express buses. Transit Vision Holdings Sdn Bhd was subsequently renamed as Transnetinterspersed with advertisements. Express Sdn Bhd and operates under the brand name of TransNet.AMSB was awarded the concessions to operate Transit-TVNetwork System in Causeway Link stage buses in JohorBahru owned by Handal Indah Sdn Bhd (“Handal Indah”). ANNUAL REPORT 2010 13
  15. 15. SIGNIFICANT MILESTONEScont’d 2008 cont’d 20 08Awarded as “Best Start-up Company” by MSC Malaysia at the Asia Pacific ICT Awards.AMSB certified as the “Biggest Transit-TV Network (Bus)” by the Malaysian Book of Records with 3,175 LCD screensinstalled in 1,391 stage and express buses.AMSB is the winner of the SME Rising Star Award 2008 by SMI Association of Malaysia. 2009 2 00 9AMSB was recognised and awarded as one of SME Magazine’s ‘SME100’ award winners.14 ASIA MEDIA GROUP BERHAD (813137-V)
  16. 16. SIGNIFICANT MILESTONES cont’d 2009 cont’d 2009AMSB and The Star Publications announced a Joint Media Collaboration to cross-promote their respective mediaproducts on the other’s media platform. AMSB dedicated 10% of its air time to promote The Star Group’s products. Inreturn, The Star Group featured AMSB’s products on its platforms which include newspaper, magazines and radiostations. 2010 AMSB was awarded the winner of The BrandLaureate-SMEs Chapter Award. ANNUAL REPORT 2010 15
  17. 17. SIGNIFICANT MILESTONEScont’d 2010 cont’dAMSB participated the ABU Digital Broadcasting Symposium 2010 officiated by the Minister of Information,Communication and Culture, Y.B.Dato Seri Utama Dr. Rais Yatim to create awareness amongst the broadcasting industryplayers.AMSB was awarded with three (3) licences (NFP-i, NSP-i and CASP-i) from Malaysian Communications and MultimediaCommission and Spectrums for the deployment of Digital Multimedia Broadcasting. 10AMSB was allocated 3 Blocks of “L” Band Spectrums, at 1452.960, 1454.672 & 1456.384 MHz respectively to be utilisedfor digital multimedia broadcasting. 0The Group planned to utilise the allocated frequencies to deploy a Digital Terrestrial Television Broadcasting to provide 2innovative services and applications, such as mobile devices, traffic and safety information, interactive programmes anddata information.The Company was successfully listed on the ACE Market of Bursa Securities Malaysia Berhad on 11 January 2011. TheIPO involved an issuance of 98 million new shares at RM0.23 each and was oversubscribed by 21.46 times.The shares debuted with RM0.17 premium to RM0.40 per share and closed at RM0.285 with 40.92 million sharestransacted on the first day of trading.In April 2011, the Prime Minister of Malaysia Y. B. Dato’ Sri Mohd Najib announced that the Group will invest RM 500 millionin developing the 1st Digital Live Transit-TV Broadcasting infrastructure in Malaysia during the 5th EconomicTransformation Programme update.The Group announced on 21 April 2011 on its intention to rollout its networks other states in Peninsular Malaysia, namelyPenang, Perak, Pahang, Kedah, Perlis, Kelantan and Terengganu from 2012 to 2015.16 ASIA MEDIA GROUP BERHAD (813137-V)
  18. 18. EVENT HIGHLIGHTS Exhibitions and ExposGoMobile 2009 is organised by CommTechAsia Sdn Bhd together with Multimedia Development Corporation (thecustodian of MSC Malaysia). It was held at Kuala Lumpur Convention Centre in October 2009. AMSB is one of theexhibitors in this mobile events.AMSB supported The Largest Job Fair in Malaysia – Malaysia Career and Training Fair 2009. Held in January 2009 atMid Valley Convention Centre, Kuala Lumpur Malaysia, AMSB participated in the Malaysia Career and Training Fair,organised by Jobstreet Malaysia. More than 50,000 visitors had attended the fair over the three-day exhibition. TheGroup exhibition received an overwhelming response from members of the public that were interested in joining theGroup. ANNUAL REPORT 2010 17
  19. 19. BOARD OF DIRECTORS’ PROFILEDATUK WIRA SYED ALI DATO’ WONG SHEE KAIBIN TAN SRI ABBAS ALHABSHEE (Executive Director and Chief Executive Officer)(Non-Executive Chairman) Dato’ Wong Shee Kai, a Malaysian, age 29, is theDatuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee, a Executive Director and Chief Executive Officer of theMalaysian, age 49, is the Non-Executive Chairman of the Company and he was appointed to the Board on 6Company and he was appointed to the Board on 5 May October 2009. He is a member of the Remuneration2010. He is a member of Audit and Nomination Committees Committee of the Company. He is also the founder of theof the Company. He has great knowledge and executive Company. He has contributed significantly to the growth andexperience in leading private, public and government development of the Company and has successfully led thecontrolled organisations from a broad range of industries. Company to become an established and reputable playerDatuk Wira ventured into business in the early 1980s and in the DOOH transit media industry in Malaysia. Dato’currently sits on the board of several private and public Wong Shee Kai has achieved several recognitions andcorporations involved in a diverse range of businesses awards personally and has also led the Company tosuch as C.I. Holdings Berhad, Tanjung Offshore Berhad a string of accolades and rewards. The recognitionsand UZMA Berhad. He was appointed as a member of and awards received by Dato’ Wong Shee Kai includethe Malaysian Senate (Dewan Negara) on 21 April 2003 Junior Chamber International (“JCI”) Creative Younguntil April 2009. Datuk Wira obtained his Professional Entrepreneur Award from Junior Chamber InternationalDiploma in Leadership and Management from the New Group in 2008; Excellence Leadership under the 8th AsiaZealand Institute of Management in 2003. He is currently Pacific International Entrepreneur Excellence Award ininvolved in the business and strategies development of 2009; the 2009 Top 10 JCI Creative Young Entrepreneurthe Company. Award (Malaysia) from JCI in 2009; and the Most Promising Entrepreneur Award by Asia Pacific EntrepreneurshipDatuk Wira does not have any family relationship with Awards in 2010. He is mainly responsible for the Companyany Directors and/or major shareholders of the Company overall strategy and development of the overall visionor any conflict of interest in any business arrangement of the Company. He began his career with Ford Motorinvolving the Company. He has had no conviction for Company (UK) as an Account Analyst from 2002 to 2003.any offences within the past ten (10) years. His details of Subsequently, he joined Major Fibre Sdn Bhd in Malaysiaattendance at the Board of Directors’ Meeting are set out as Finance Manager and his last position with the Companyin the Statements on Corporate Governance. being the General Manager in overseeing manufacturing process, sales, marketing and materials sourcing, where he observed and discovered arbitrage media advertising opportunity in Malaysia and subsequently founded the Company. Dato’ Wong Shee Kai obtained his Bachelor Degree in Accounting and Finance with First Class Honours from Lancaster University, United Kingdom in 2003. He is currently responsible in leading the business direction and strategies development of the Company. Dato’ Wong is the son of Madam Teh Sew Wan and a Director and shareholder of Wong SK Holdings Sdn Bhd, a major shareholder of the Company. He does not have any family relationship with any other Directors or any conflict of interest in any business arrangement involving the Company. He has had no conviction for any offences within the past ten (10) years. His details of attendance at the Board of Directors’ Meeting are set out in the Statements on Corporate Governance18 ASIA MEDIA GROUP BERHAD (813137-V)
  20. 20. BOARD OF DIRECTORS’ PROFILE cont’dSABARUDDIN BIN AHMAD SABRI or any conflict of interest in any business arrangement(Executive Director) involving the Company. He has had no conviction for any offences within the past ten (10) years. His details ofSabaruddin Bin Ahmad Sabri, a Malaysian, age 45, attendance at the Board of Directors’ Meeting are set outis the Executive Director of the Company and he was in the Statements on Corporate Governance.appointed to the Board on 5 May 2010. He is involved inthe business development of the Company. He startedhis career at Malaysian National News Agency ‘Bernama’ YEONG SIEW LEEcovering issues on business and the economy for nine (Independent Non-Executive Director)(9) years. He then served as Deputy Editor for one ofMalaysia’s largest circulating newspaper, Utusan Malaysia. Yeong Siew Lee, a Malaysian, age 32, is the IndependentSubsequently, he joined Bridgecon Holdings Berhad as Non-Executive Director of the Company and she wasa Public Relation Manager and Business Development appointed to the Board on 5 May 2010. She is a memberManager. Sabaruddin subsequently became a host for of the Audit, Nomination and Remuneration CommitteesRadio Television Malaysia covering business issues and of the Company. She obtained her Bachelor of Sciencecurrent affairs as well as political issues. In 2003, he was (Honours) degree in Accounting and Finance fromappointed as a Senior Private Secretary to the Malaysian University of Wales College, Newport, United Kingdom inInformation Minister where he served till 2008. He is a 2001 and obtained her professional degree in Associationmember of the Malaysia-Indonesia Journalist Solidity of Chartered Certified Accountants, United Kingdom inAlliance, an initiative to promote bilateral ties by local 2004. She is a chartered accountant and is currently amedia practitioners. Sabaruddin has been at the forefront member of the Malaysian Institute of Accountants (MIA).of the media industry for over two (2) decades and offers a She began her career with GHL Systems Berhad (“GHL”),wealth of experience and business acumen. a company listed on the Main Market of Bursa Securities, as an Assistant Accountant in 2003 and moved up the ranksSabaruddin does not have any family relationship with and became Head/Assistant General Manager of Financeany Directors and/or major shareholders of the Company in 2008 to supervise the company’s local and overseasor any conflict of interest in any business arrangement accounting teams. She left GHL in August 2009 to ventureinvolving the Company. He has had no conviction for into business in the consumer industry and was workingany offences within the past ten (10) years. His details of as a finance adviser for SMR HR Group Sdn Bhd.attendance at the Board of Directors’ Meeting are set outin the Statements on Corporate Governance. Ms. Yeong does not have any family relationship with any Directors and/or major shareholders of the Company or any conflict of interest in any business arrangementDATO’ HUSSIAN @ RIZAL BIN A. RAHMAN involving the Company. She has had no conviction for(Independent Non-Executive Director) any offences within the past ten (10) years. Her details of attendance at the Board of Directors’ Meeting are set outDato’ Hussian @ Rizal bin A. Rahman, a Malaysian, in the Statements on Corporate Governance.age 49, is the Independent Non-Executive Director ofthe Company and he was appointed to the Board on 5May 2010. He is the Chairman of the Audit, Nomination TEH SEW WANand Remuneration Committees of the Company. He has (Non-Independent Non-Executive Director)extensive experience in the ICT industries in Malaysia. (Resigned on 23 May 2011)Currently, he is the Executive Director/Chief ExecutiveOfficer of MobilityOne Limited, a company listed on AIM Teh Sew Wan, aged 60, is the Non-Independent Non-of the London Stock Exchange, and is responsible for the Executive Director of the Company and she was appointeddevelopment of MobilityOne Limited group of companies’ to the Board on 6 October 2009. She has over 35 yearsoverall management, particularly in setting the business of executive level experience based on the position/directions and strategies. Dato’ Hussian obtained the directorship held in several private and public companies.Postgraduate Diploma in Business Management from She has a LCCI qualification and began her career inThe Oxford Association of Management, Oxford, England accounting more than 40 years ago with several accounting(“OXIM”) and was also admitted to the membership of firms and subsequently joined Long Huat Group BerhadCertified Master of Business Administration from the OXIM, group of companies in the mid/late 1970s and served ina membership that recognises management competency various capacities including finance and administration.and professional development. In addition, he was She was also a Director of Long Huat Group Berhad untilawarded the certificate of Master of the Oxford Centre for 5 Jun 1997. She is currently the director and shareholderLeadership from The Oxford Centre for Leadership, United of WHSB and Peakmax Sdn Bhd.Kingdom. Madam Teh is the mother of Dato’ Wong Shee Kai andDato’ Hussian does not have any family relationship with is a Director and shareholder of Wong SK Holdings Sdnany Directors and/or major shareholders of the Company Bhd, a major shareholder of the Company. She has had no conviction for any offences within the past ten (10) years. ANNUAL REPORT 2010 19
  21. 21. STATEMENT ON CORPORATE GOVERNANCETHE IMPORTANCE OF CORPORATE GOVERNANCEThe Board of the Group is committed to the principles and the best practices of corporate governance as set out in theMalaysian Code on Corporate Governance (“the Code”), in order to meet the standard of corporate governance as afundamental part of discharging its responsibilities to protect and enhance shareholders’ value and financial performanceof the Group.The Company continues to apply the key principles of the Code with an objective to maintain the promulgated standardsof transparency, accountability and integrity.The Board is pleased to outline the key principles and best practices of the Code adopted by the Board.THE BOARD OF DIRECTORSRole and ResponsibilitiesThe Board manages the Group’s activities by appraising and deliberately the business directions strategies and futureventures, overseeing the Group’s business conduct and affairs, developing shareholders and investors relations, riskmanagement, reviewing the system of internal control and managing succession planning.An effective and experienced Board comprising members with a wide range of skills, knowledge and experience necessaryto govern the group. This includes international and regional operational experience, understanding of economics of thesector in which the Company operates and knowledge of world capital markets.A brief profile of each of the Directors is presented on pages 18 and 19 of the Annual Report.The key functions of the Chairman, apart from conducting meetings of the Board and shareholders, include facilitatingthe setting of business directions and strategies of the Company, ensuring all Directors are properly briefed during Boarddiscussions and shareholders are adequately informed of subject matters where their approvals are required.The Chief Executive Officer in particular is responsible for implementing the policies and decisions of the Board,overseeing the operations as well as coordinating the development and implementation of business and corporatestrategies. The Executive Directors contribute significantly in corporate policies and strategies, performance monitoring,allocation of resources as well as improving corporate governance and internal controls, using their intimate knowledgeand understanding of the business and industry.The Board has delegated specific responsibilities to three (3) Board committees namely the Audit Committee, NominationCommittee and Remuneration Committee, which were established with specific terms of reference. These Committeeshave the authority to examine pertinent matters within their terms of reference and is responsible for reporting to the Boardon issues together with their recommendations. The ultimate responsibility for final decision on all matters, however, lieswith the entire Board.Board Composition and IndependenceThe Board consists of seven (5) members, comprising of:• One Non-Executive Chairman• One Executive Director• One Executive Director and Chief Executive Officer• Two Independent Non-Executive DirectorsThe presence of the two (2) Independent Non-Executive Directors provides an important balance in the Board to provideclear and effective leadership through their independent judgement and assessment of proposals presented by theExecutive Director and the management team of the Group. This ensures the Group maintains the highest standards ofconduct, integrity, accountability and check and balance.20 ASIA MEDIA GROUP BERHAD (813137-V)
  22. 22. STATEMENT ON CORPORATE GOVERNANCE cont’dTHE BOARD OF DIRECTORS cont’dBoard Composition and Independence cont’dThe Board composition complies with Rule 15.02 of the Bursa Securities Listing Requirements for ACE Market whichrequires that at least two (2) directors or 1/3 of the board of directors, whichever is the higher, are Independent Directors.All the Independent Directors are independent of management and are free from any relationship that could materiallyinterfere with their judgement and decision.Board MeetingsThe Board meets every quarter and additional meetings are held as and when necessary. As the Company was listed onthe ACE Market of Bursa Securities on 11 January 2011. The Board of Directors met three (3) times during FYE 2011 asfollows:-• 21 February 2011• 22 March 2011• 23 May 2011The attendance of the Directors at Board meetings are shown in the table below:- Board Meeting Directors Attended % (i) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee 3/3 100 (ii) Dato’ Wong Shee Kai 3/3 100 (iii) Sabaruddin Bin Ahmad Sabri 2/3 67 (iv) Dato’ Hussian @ Rizal Bin A. Rahman 3/3 100 (v) Yeong Siew Lee 3/3 100The Board is scheduled to meet at least four (4) times a year, at quarterly intervals, with additional meetings convened asnecessary. The Chairman, with the assistance of Management and the Company Secretary, is responsible for setting theagenda of Board meetings.Appointments to the BoardThe current composition of the Board brings the required mix of skills and core competencies required for the Board todischarge its duties effectively. The Board reviews the required mix of skills of the Board from time to time in order to identifycandidate with the qualifications and experience who will further complement the current Board and assist in managing orsteering the Company effectively. The Board continuously reviews its size and composition, with particular considerationon its impact on the effective functioning of the Board.The Board appoints its members through a formal and transparent selection process. This process has been reviewed,approved and adopted by the Board. The decision on appointment is the responsibility of the full Board after consideringthe recommendation of the Nomination Committee.Re-election of DirectorsIn accordance with the Company’s Articles of Association, at least one-third (1/3) of the Directors or if the number is notthree (3) or a multiple of three (3) then the nearest one-third (1/3) shall retire from office at each Annual General Meeting.All Directors shall retire from office once at least every three (3) years but shall be eligible for re-election. Directors who areappointed by the Board during the financial year are subject to re-election by the shareholders at the next Annual GeneralMeeting following their appointments. This provides an opportunity for shareholders to review and approve their tenure inoffice. ANNUAL REPORT 2010 21
  23. 23. STATEMENT ON CORPORATE GOVERNANCEcont’dTHE BOARD OF DIRECTORS cont’dRe-election of Directors cont’dTo assist shareholders in their decision, sufficient information such as personal profile, attendance at meetings and theirshareholdings in the Company for each Directors standing for election are furnished in the Annual Report.Board CommitteesThe Board has established the following Committees, which operate within defined terms of reference to assist the Boardin the execution of specific responsibilities:Audit CommitteeThe Audit Committee was established on 5 May 2010. The Audit Committee reviews issues of accounting policy, financialreporting of the Company, monitors the work and effectiveness of the internal audit function and ensures an objective andprofessional relationship is maintained with the external auditors. The Committee has full access to auditors, both internaland external, who, in turn, have access at all times to the Chairman of the Committee.The composition and duties of the Audit Committee are set out in the Audit Committee Report on pages 26 to 29 of theAnnual Report.Nomination CommitteeThe Nominee Committee was established on 5 May 2010 and is responsible to propose for new nominee for the Board andto evaluate each individual Director on an on-going basis. The Nomination Committee also seeks to ensure an optimal mixof qualification, skill and experience among the Board members.The Nomination Committee comprises the following members:- Name Designation Dato’ Hussian @ Rizal Bin A. Rahman Chairman Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee* Member Yeong Siew Lee Member* Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day.Remuneration CommitteeThe Remuneration Committee was established on 5 May 2010 and is responsible to recommend to the Board theremuneration packages of Executive Directors and senior management of the Company. The remuneration packages ofNon-Executive Directors are determined by the Board of Directors as a whole.The Remuneration Committee comprises the following members:- Name Designation Dato’ Hussian @ Rizal Bin A. Rahman Chairman Dato’ Wong Shee Kai Member Yeong Siew Lee Member22 ASIA MEDIA GROUP BERHAD (813137-V)
  24. 24. STATEMENT ON CORPORATE GOVERNANCE cont’dTHE BOARD OF DIRECTORS cont’dSupply of InformationThe Chairman ensures that all Directors have unrestricted access to timely and accurate information in the furtherance oftheir duties. Board papers are distributed in advance to enable Directors to have sufficient time to review the Board papersand to obtain further explanation or clarification to facilitate the decision-making process and the meaningful discharge oftheir duties. All proceedings of Board meetings are minuted and signed by the Chairman of the meeting.Every Director has unhindered access to the advice and services of the Secretary who is responsible for ensuring Boardmeeting procedures are followed and that applicable rules and regulations are complied with, and if so required, may seekindependent advice, at the Company’s expense, in furtherance of his duties.Directors’ TrainingThe Directors possess the commitment to quality, and to create value by being relevant at all times, consistent withevolving changes and challenges in the business environment. The Directors, in this connection, have participated in andbenefited from numerous conferences, seminars and training programmes on areas pertinent to the enhancement of theirroles and responsibilities as Directors of a public listed company.The Board encourages its Directors to attend talks, workshops, seminars and conferences to update and enhance theirskills, and to assist them in discharging their responsibilities towards corporate governance, operational and regulatoryissues.All Directors have attended and successfully completed the Mandatory Accreditation Program conducted by Bursatra SdnBhd.DIRECTORS’ REMUNERATIONThe remuneration of Directors is determined at levels which enable the Company to attract and retain Directors with therelevant experience and expertise to assist in managing the Group effectively.The aggregate remuneration of the Directors of the Company and its subsidiaries for the FYE 31 December 2010 categorisedinto appropriate components as follows: Non- Executive Executive Directors Directors RM RM Remuneration - Fees 280,000 31,200 280,000 31,200The number of Directors in the Company whose remuneration falls in each successive bands of RM50,000 are asfollows: Number of Directors Range of Remuneration Executive Directors Non-Executive Directors Below RM50,000 1 3 RM50,001 – RM150,000 1 - RM150,001 – RM200,000 1 - ANNUAL REPORT 2010 23
  25. 25. STATEMENT ON CORPORATE GOVERNANCEcont’dINVESTOR RELATIONS & SHAREHOLDERS COMMUNICATIONInvestor RelationsThe Board acknowledges the need for shareholders to be informed on all key issues and major development affecting theGroup. In addition to various announcements made during the year, the timely release of financial results on a quarterlybasis provides shareholders with an overview of the Company performance and operations.Shareholders, investors and analysis are kept abreast with major developments of the Company through the Company’swebsite at www.asiamedia.net.my, annual report and announcements made to Bursa Securities.Annual General MeetingThe Annual General Meeting is the primary channel of communication with its shareholders. Shareholders may enquireabout the resolutions being proposed at the meeting and the financial performance and business operations in generalduring the open and answer session.ACCOUNTABILITY AND AUDITFinancial ReportingThe Board aims to provide and present a balanced and meaningful assessment of the Group’s financial performance andprospects at the end of the financial year, primarily through the annual financial statements, quarterly announcement ofresults to shareholders as well as the Chairman’s statement in the Annual Report.The Audit Committee assists the Board in overseeing the Group’s financial reporting processes and the accuracy, adequacyand completeness of its financial reporting.Internal ControlThe Directors acknowledge their responsibilities for the internal control system in the Group, covering not only financialcontrols but also controls relating to operational, compliance and risk management. The Group’s Internal Control Statementis set out on page 30 of the Annual Report.Relationship with AuditorsThe Company has through the Audit Committee established a formal and transparent arrangement with the auditors tomeet their professional requirements and comply with the Amended Code on Corporate Governance.The role of the Audit Committee in relation to the external auditors is set out in the Audit Committee Report on page 29 ofthe Annual Report.Compliance StatementThe Group has the intention to comply with all best practices set out in the Code. At this point, the Board of Directors ofthe Company is of the view that disclosure of the remuneration bands of the Directors of the Company is sufficient to meetthe objectives of the Code.Directors’ Responsibility StatementThe Directors are required under Rule 15.26 of the ACE Market Listing Requirements of Bursa Malaysia to issue a statementexplaining their responsibility for preparing the annual audited financial statements.The Directors are required by law to prepare financial statements for each financial year which give a true and fair view ofthe state of affairs of the Group and of the Company as at the financial year end and of the results and cash flows of theGroup and of the Company for the financial year then ended.24 ASIA MEDIA GROUP BERHAD (813137-V)
  26. 26. STATEMENT ON CORPORATE GOVERNANCE cont’dACCOUNTABILITY AND AUDIT cont’dDirectors’ Responsibility Statement cont’dThe Directors consider that, in preparing the financial statements of the Company for the financial year ended 31 December2010 on pages 39 to 66 of the printed version of this Annual Report, the Company has used appropriate accountingpolicies, consistently applied and supported by reasonable and prudent judgements and estimates. The Directors alsoconsider that all applicable approved accounting standards in Malaysia have been followed and confirm that the financialstatements have been prepared on a going concern basis.The Directors are responsible for ensuring that the Company keeps proper accounting records, which disclose the financialposition of the Company and comply with the provisions of the Companies Act, 1965.The Directors are also responsible for taking such steps that are necessary to safeguard the assets of the Company andto prevent and detect fraud and other irregularities. ANNUAL REPORT 2010 25
  27. 27. AUDIT COMMITTEE REPORTThe Board of the Group is pleased to present the report of the Audit Committee for the financial year ended 31 December2010.MEMBERSHIPThe Audit Committee comprises three (3) members, a majority of whom are Independent Directors and all is Non-ExecutiveDirectors. Name Designation (i) Dato’ Hussian @ Rizal Bin A. Rahman Independent Non-Executive Director (Chairman) (ii) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee* Non-Executive Chairman (Member) (iii) Yeong Siew Lee Independent Non-Executive Director (Member)* Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day.TERMS OF REFERENCEThe terms of reference of Audit Committee are as follows:Composition of Audit CommitteeThe Audit Committee comprising at least three (3) members, all of whom must be Non-Executive Directors, with a majorityof them being Independent Directors. No alternate director shall be appointed as a member of the Audit Committee.At least one member of the Audit Committee:-i. must be a member of the Malaysian Institute of Accountants; orii. if he is not a member of Malaysian Institute of Accountants, he/she must have at least 3 years’ working experience; and (a) he must have passed the examination specified in Part I of the 1st Schedule of the Accountants Act, 1967; or (b) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967.iii. fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.In the event of any vacancy in the Audit Committee resulting of non-compliance of the above, the Company must fill thevacancy within three (3) months.Term of officeThe term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board ofDirectors at least once every three (3) years to determine whether the Audit Committee and its members have carried outtheir duties in accordance with their terms of reference.Chairman of the Audit CommitteeThe Chairman of the Audit Committee shall be an Independent Non-Executive Director elected among the members.Secretary of the Audit CommitteeThe Secretary of the Company shall be the Secretary of the Audit Committee.26 ASIA MEDIA GROUP BERHAD (813137-V)
  28. 28. AUDIT COMMITTEE REPORT cont’dTERMS OF REFERENCE cont’dMeetingsi. Frequency of Meeting The Audit Committee shall meet not less than four (4) times a year or as many times as the Audit Committee deems necessary with due notice of issues to be discussed.ii. Quorum In order to form a quorum in respect of a meeting of Audit Committee, the majority of members present must be Independent Directors.iii. Proceedings of Meeting In the absence of the Chairman of the Audit Committee, the members present may appoint one amongst themselves who shall be an independent director to be Chairman of such meeting. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman of the Audit Committee shall have a second or a casting vote.iv. Attendance at Meeting The representatives of senior management of the Company and the Group, external auditors, financial controller and internal auditors (if any) shall attend the Audit Committee Meetings by invitation. Other members of the Board may attend any particular meeting upon the invitation of the Audit Committee. In addition, the members shall meet the external auditors twice a year without presence of the Executive Directors.v. Keeping of Minutes The Company shall cause minutes of all proceedings of Audit Committee Meeting to be entered in books kept for that purpose. The minutes are to be signed by the Chairman of the Audit Committee Meeting at which the proceedings were held or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates. The minutes shall be kept by the Company Secretary, and distributed to members of the Committee and to the Directors for notation at the next Board of Directors’ Meeting.AuthorityThe Committee is authorised by the Board:-i. to have explicit authority to investigate any matter within its terms of reference;ii. to have the resources which are required to perform its duties;iii. to have full access to any information and employees of the Company and the Group which are required to perform its duties;iv. to have direct communication channels with internal and external auditors;v. to obtain outside legal or independent professional advice in the performance of its duties at the cost of the Company; andvi. to invite outsiders with relevant experience to attend its meetings, if necessary.vii. To be able to convene meetings with internal and external auditors or both, excluding the attendance of other Directors and employees of the Company, whichever deemed necessary. ANNUAL REPORT 2010 27
  29. 29. AUDIT COMMITTEE REPORTcont’dTERMS OF REFERENCE cont’dDuties and ResponsibilityThe duties and responsibilities of the Audit Committee shall include the following:-i. To consider the appointment, resignation and dismissal of external auditors, the audit fee;ii. To review and discuss the nature, scope and quality of external audit plan/arrangements with the internal and external auditors before audit commences;iii. To review quarterly and annual financial statements of the Company and the Group set our below before submission to the Board:- (a) the going concern assumption; (b) compliance with accounting standards and regulatory requirements; (c) any changes in accounting policies and practices; and (d) significant issues arising from the audit and major judgmental issues.iv. To discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish to discuss (in the absence of management where necessary;v. To review the external auditors’ management letter and management’s response;vi. To do the following, in relation to the internal audit function:- (a) Review the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work; (b) Review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function; (c) Review any appraisal or assessment of the performance of members of the internal audit function; (d) Approve any appointment or termination of senior staff members of the internal audit function; and (e) Take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.vii. To consider any related-party transactions that may arise within the Company or the Group;viii. To consider the major findings of internal investigations and management’s response; andix. To consider other topics as defined by the Board of Directors.SUMMARY OF ACTIVITIES OF THE COMMITTEEThe Audit Committee was formed on 5 May 2010, as the Company was listed on the ACE Market on 11th January 2011.The Audit Committee met three (3) times during FYE 2011 on the following dates:-• 21 February 2011• 22 March 2011• 23 May 201128 ASIA MEDIA GROUP BERHAD (813137-V)
  30. 30. AUDIT COMMITTEE REPORT cont’dSUMMARY OF ACTIVITIES OF THE COMMITTEE cont’dThe attendance records of the Audit Committee Members are shown in the table below:- Audit Committee Members Meeting Attended % (i) Dato’ Hussian @ Rizal Bin A. Rahman 3/3 100 (ii) Yeong Siew Lee 3/3 100 (iii) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee * - -* Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day.The activities of the Audit Committee include the following:-Financial Reporting(a) reviewed the quarterly and half-yearly unaudited financial results of the Group before recommending them for approval by the Board;(b) reviewed the annual audited financial statements of the group with the external auditors prior to submission to the Board for their approval. The review was to ensure that the financial reporting and disclosures are in compliance with: • Companies Act, 1965; • ACE Market Listing Requirements of Bursa Securities; • Applicable approved accounting standards in Malaysia; and • Other legal and regulatory requirements.In the review of the annual audited financial statements, the Committee discussed with management and the externalauditors the accounting principles and standards that were applied and their judgement of the items that may affect thefinancial statements.Internal Audita) reviewed the annual audit plan to ensure adequate scope and comprehensive coverage over the activities of the group;b) reviewed internal audit reports which were tabled during the year, the audit recommendations made and management’s response to these recommendations; andc) monitored the corrective actions on the outstanding audit issues to ensure that all the key risks and control lapses have been addressed.External AuditReviewed with the external auditors:• their audit plan, audit strategy and scope of work for the year;• the results of the annual audit, their audit report and management letter together with management’s response to the findings of the external auditors.Related Party TransactionsReviewed and considered any related party transactions that may or have arisen within the Company or the Group. ANNUAL REPORT 2010 29
  31. 31. STATEMENT ON INTERNAL CONTROLINTRODUCTIONThe Board is pleased to provide a statement on the state of the internal control of the Group prepared in accordance withParagraph 15.26(b) of the ACE Market Listing Requirements of Bursa Securities and the Statement on Internal Control:Guidance for Directors of Public Listed Companies in this annual report for the financial year ended 31 December 2010.BOARD RESPONSIBILITYThe Board acknowledges its overall responsibility for the group’s system of internal controls and for reviewing the adequacyand integrity of systems of internal controls. The Board is also committed to establishing and maintaining a system ofinternal control and risk management practices in order to achieve the following objectives:Given the inherent limitations in any system of internal control, such system can only manage the risk rather than eliminatethe risk of failure to achieve the Group’s corporate objectives. Therefore, the system can only provide reasonable but notabsolute assurance against material misstatement or loss, contingencies, fraud or any irregularities.RISK MANAGEMENT FRAMEWORKThe Board also recognises that risk management should be an integral part of the business operation.On a day-to-day basis, respective Heads of Departments are responsible for managing risks related to their functionsor departments. Weekly management meetings are held to ensure that the risks faced by the Group are monitored andproperly addressed. It is at these meetings that key risks and corresponding controls implemented are communicatedamongst the senior management team. Significant risks identified are subsequently brought to the attention of the Boardat their scheduled meetings.The abovementioned risk management practices of the Group is an on-going process of identifying, evaluating andmanaging significant risks that may affect the Group’s achievement of its corporate objectives.INTERNAL AUDIT FUNCTIONThe Group’s internal audit function is outsourced to an independent professional firm which reports directly to the AuditCommittee. The internal audit function is guided by its Audit Charter and to assist the Board and the Audit Committeein providing independent assessment of the effectiveness, adequacy and integrity of the Group’s system of internalcontrols.OTHER KEY ELEMENTS OF INTERNAL CONTROLSThe other key elements of the Group’s internal control systems are:(i) Quarterly review of the financial performance of the Group by the Board and the Committee.(ii) Clearly defined and structured lines of reporting and responsibility.(iii) Operations review meetings are held to monitor the progress of business operations, deliberate significant issues and formulate corrective measures.(iv) Documented internal policies as set out in a series of memorandums to various departments within the Group.ASSURANCEThe Board is of the view that the group’s system of internal controls is adequate to safeguard shareholders’ investmentsand the group’s assets. However, the Board is also cognizant of the fact that the Group’s system of internal control and riskmanagement practices must continuously evolve to meet the changing and challenging business environment. Therefore,the Board will, when necessary, put in place appropriate action plans to further enhance the system of internal controls.30 ASIA MEDIA GROUP BERHAD (813137-V)
  32. 32. ADDITIONAL COMPLIANCE INFORMATION1. SHARE BUY-BACK The Company does not have a scheme to buy-back its own shares.2. OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES The Company does not have any options, warrants or convertible securities in issue or exercised during the financial year ended 31 December 2010.3. DEPOSITORY RECEIPT PROGRAMME The Company did not sponsor any depository receipt programme for the financial year ended 31 December 2010.4. IMPOSITION OF SANCTIONS AND/OR PENALTIES The Company is not aware of any sanctions and/or penalties imposed on the Company and/or its subsidiary companies, Directors or Management by the relevant regulatory bodies.5. NON-AUDIT FEES The Company did not pay any non-audit fees during the financial year ended 31 December 2010.6. PROFIT GUARANTEE During the financial year ended 31 December 2010, there were no profit guarantees given by the Company.7. EMPLOYEES’ SHARE OPTION SCHEME The Company does not have an Employees’ Share Option Scheme.8. MATERIAL CONTRACTS There were no material contracts subsisting at the end of financial year ended 31 December 2010 entered into by the Company and its subsidiaries involving the interests of the Directors and major shareholders9. REVALUATION POLICY ON LANDED PROPERTIES The Group does not have a revaluation policy on landed properties as it does not hold any landed properties.10. RECURRENT RELATED PARTY TRANSACTION There were no recurrent related party transactions for the Group for the financial year under review. ANNUAL REPORT 2010 31
  33. 33. DIRECTORS’ REPORTThe directors hereby submit their report together with the audited financial statements of the Group and of the Company forthe financial period 1st October 2009 to 31st December 2010.CHANGE OF NAME AND CONVERSION TO PUBLIC LIMITED COMPANYThe Company has changed its name from Gerak Bayan Sdn. Bhd. to Asia Media Group Sdn Bhd during the financial period.Subsequently, the Company was also converted from private limited company to a public limited company.CHANGE OF FINANCIAL YEAR ENDDuring the financial period, the Company changed its financial year end from 30th September to 31st December.PRINCIPAL ACTIVITIESThe Company is principally an investment holding company. The principal activities of the subsidiaries are as disclosed inNote 9 to the Financial Statements. There have been no significant changes in the nature of these principal activities duringthe financial period.FINANCIAL RESULTSThe results of the operations of the Group and of the Company for the financial period are as follows: GROUP COMPANY RM RM Profit/(Loss) before tax 10,286,610 (174,344) Income tax expense (4,872) - Net profit/(loss) for the financial period 10,281,738 (174,344)DIVIDENDSNo dividend has been paid or declared by the Company since the end of the previous financial period. The directors also donot recommend the payment of any dividend in respect of the current financial period.RESERVES AND PROVISIONSThere were no material transfers to or from reserves or provisions during the financial period other than those as disclosedin the Financial Statements.ISSUE OF SHARES AND DEBENTURESAs approved by the shareholders on 30th April 2010, the authorised share capital of the Company was increased fromRM100,000 to RM25,000,000 during the financial period by the creation of additional 249,000,000 new ordinary shares ofRM0.10 each. Also, the issued and paid-up share capital of the Company was increased from RM2 to RM13,000,000 duringthe financial period by the allotment of 129,999,980 new ordinary shares of RM0.10 each for the purpose of acquisition of100,000,000 ordinary shares of RM0.10 each in Asia Media Sdn Bhd, representing 100% equity interest in said company.These new shares rank pari passu with the then existing ordinary shares of the Company.Subsequently, as approved by the shareholders on 24th November 2010, the authorised share capital of the Company wasfurther increased from RM25,000,000 to RM50,000,000 during the financial period by the creation of additional 250,000,000new ordinary shares of RM0.10 each.The Company has not issued any debentures during the financial period.32 ASIA MEDIA GROUP BERHAD (813137-V)
  34. 34. DIRECTORS’ REPORT cont’dSHARE OPTIONSNo options have been granted by the Company to any parties during the financial period to take up unissued shares of theCompany.No shares have been issued during the financial period by virtue of the exercise of any option to take up unissued sharesof the Company. As at the end of the financial period, there were no unissued shares of the Company under options.DIRECTORSThe directors who served since the date of the last report are:Dato’ Wong Shee KaiTeh Sew Wan (resigned on 23.5.2011)Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee (appointed on 5.5.2010)Dato’ Hussian @ Rizal Bin A Rahman (appointed on 5.5.2010)Sabaruddin Bin Ahmad Sabri (appointed on 5.5.2010)Yeong Siew Lee (appointed on 5.5.2010)DIRECTORS’ BENEFITSSince the end of the previous financial period, no director of the Company has received or become entitled to receive anybenefit (other than the benefit included in the aggregate amount of emoluments received or due and receivable by thedirectors in the financial statements or the fixed salary of full-time employee of the Company or a related corporation) byreason of a contract made by the Company or a related corporation with the director or with a firm of which the director isa member, or with a company in which the director has a substantial financial interest.Neither during nor at the end of the financial period, was the Company a party to any arrangements whose object is toenable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any otherbody corporate.DIRECTORS’ INTERESTSThe shareholdings in the Company of those who were directors at the end of the financial period, as recorded in the Registerof Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows: No. of ordinary shares of RM1 each Subdivision Balance of par value Balance as at into RM0.10 as at 1.10.2009 Bought Sold each 31.12.2010 Shares in the Company Registered in name of directors Dato’ Wong Shee Kai 1 - - (1) - Teh Sew Wan 1 - - (1) - ANNUAL REPORT 2010 33

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