Sarawak Energy Berhad: Annual Report Laporan Tahunan
Sarawak Energy Berhad: Annual Report Laporan Tahunan
CONTENTS
VISION
To be a world class energy provider for the Region, with competitive cost structure and organisational excellence
to sustain long term shareholders’ value. A source of pride and admiration for employees, stakeholders and
investors alike.
MISSION
Sarawak Energy is dedicated to the demonstration of the corporate concept of linked prosperity. Our mission
comprises:-
1. To efficiently generate, transmit and distribute 3. To establish Organisational Trust by ensuring that
electricity to promote quality life and sustain all structures and systems are in harmony with
economic growth in the State and Region; core values and behaviours;
2. To operate the Company on a sound financial 4. Recognition on the role that business plays in
basis of profitable growth, increasing shareholders’ society by initiating innovative ways to improve
value and creating career opportunities and the lives of the community.
providing rewards based on performance to our
employees;
CORPORATE LOGO
CORPORATE INFORMATION
COMPANY SECRETARY
Aisah Eden
(LS 03629)
BOARD OF DIRECTORS
TAN SRI DATUK AMAR HAJI ABDUL AZIZ BIN DATO HAJI HUSAIN
Group Managing Director / Chief Executive
Executive Director
BOARD OF DIRECTORS
DIRECTORS’ PROFILE
a Malaysian aged 59, joined the Board of Sarawak Energy Berhad and appointed Chairman of the Company on
27 June 2005. He is an Independent Non-Executive Director of the Company and attended all of the five Board
meetings held in year 2007. Datuk Abdul Hamed is currently the Chairman of the Nomination & Remuneration
Committee.
Datuk Abdul Hamed holds a Bachelor of Science from University of Malaya in 1971 and pursued his undergraduate
studies in Forestry at the Australia National University from 1974 to 1975. He also holds a Masters degree in
Forests Products from Oregon State University.
At present, Datuk Abdul Hamed is also the Chairman of Syarikat SESCO Berhad, Naim Cendera Holdings
Berhad, Ta Ann Holdings Berhad and sits on the boards of several other private limited companies.
TAN SRI DATUK AMAR HAJI ABDUL AZIZ BIN DATO HAJI HUSAIN
Group Managing Director / Chief Executive
Executive Director
a Malaysian aged 57, joined the Board of Sarawak Energy Berhad on 27 June 2005. He was appointed as the
Group Managing Director of the Company on 1 March 2007 pursuant to his retirement as the State Secretary of
Sarawak. He is also an Executive Director of the Company and attended all of the five Board meetings held in the
year 2007. He is also a Member of the Nomination & Remuneration Committee.
Tan Sri Datuk Amar Haji Abdul Aziz holds a Bachelor in Economics majoring in Business Administration from the
University of Malaya (1973) and a Masters in Business Administration majoring in Finance in 1978 from Syracuse
University, New York. He also attended various training programmes during his public service career including the
Project Planning and Management Course in INTAN (1973), the Financial Management Course in Banff School of
Management, Alberta (1981), the Wolfson Course in Cambridge University, England (1991), the Human Resource
and Personnel Management, University of Pittsburgh (1993) and the Management Development Program in
Harvard University Business School, Boston (1994).
Besides sitting on the boards of subsidiaries/associates of the Sarawak Energy Group, Tan Sri Datuk Amar Haji
Abdul Aziz is also a Director of Borneo Housing Mortgage Finance Berhad, Koperasi Koppes Berhad, MLABS
Systems Berhad, Eksons Corporation Berhad and several other private limited companies.
a Malaysian aged 56, joined the Board of Sarawak Energy Berhad on 31 January 1996. He is a Non-Independent
Non-Executive Director of the Company and attended four out of the five Board Meetings held in the year 2007.
He is currently a Member of the Audit Committee.
Datuk Amar Wilson has a degree in Bachelor of Economics from the University of Western Australia and a
Masters degree in Development Economics from University of Sussex, United Kingdom. He has also attended a
Senior Executive Fellows Programme at JFK School of Government, Harvard University. He first joined Sarawak
State Government office as the Assistant Secretary of Agriculture Sector, State Planning Unit in 1973. He was
an Economist of the International Pepper Community, Jakarta in 1977-1983, and later as Principal Assistant
Secretary in the State Planning Unit in 1983. He was appointed as project Director, IADP Kalaka, Saribas,
Ministry of Agriculture Malaysia in 1986-1989. In 1990, he was appointed as Deputy Director/Principal Assistant
Director, State Planning Unit. He later assumed the position of Director, State Planning Unit in 1995 and Deputy
State Secretary (Planning & Development)in 2000. He was then promoted as Deputy State Secretary (Human
Resource) and was subsequently appointed as Deputy State Secretary (Administration, Security & Protocol) at
the Chief Minister Department. On 1 January 2007, he was appointed as Sarawak State Secretary, a position he
currently holds.
Datuk Amar Wilson also sits on the boards of several subsidiaries of the Sarawak Energy Group and other private
limited companies and organizations wherein the State Government of Sarawak has interests.
DIRECTORS’ PROFILE
a Malaysian aged 58, joined the Board of Sarawak Energy Berhad on 31 January 1996. He is a Non-Independent
Non-Executive Director of the Company and attended four out of the five Board Meetings held in the year 2007.
Datuk Fong holds a Bachelor of Laws Degree with Honours from University of Bristol, England and is a Barrister-at-
Law (Lincoln’s Inn). He was the Honorary Secretary and Committee Member (1973-1994) and was the President
(1983-1987) of the Advocates’ Association of Sarawak, member of the High Court Rules Committee (1982-1988),
Chairman of Kuching Rating Appeals Tribunal (1986-1992), member of the Council for Kuching City South (1981-
1992) and Chairman of Inquiry Committee (1991-1992). He was in private law practice from December 1971 to
July 1992 before being appointed as the State Attorney-General of Sarawak, in August 1992. Datuk Fong retired
as the State Attorney-General of Sarawak on 31 December 2007.
At present, Datuk Fong also sits on the boards of several other subsidiaries of the Sarawak Energy Group, Encorp
Berhad, Bintulu Port Holdings Berhad and several private limited companies wherein the State Government of
Sarawak has interests.
a Malaysian aged 54, joined the Board of Sarawak Energy Berhad on 24 June 2000. He is the Senior Independent
Non-Executive Director of the Company and attended all of the five Board Meetings held in the year 2007. He is
currently a member of the Remuneration Committee & the Nomination Committee and the Audit Committee.
Dato’ Haji Idris holds a Bachelor of Laws Degree with Honours from University Buckingham, England and a
degree of Utter Barrister from the Lincoln’s Inn, London. He is the proprietor of Idris-Buang & Associates (since
1985), a legal firm located in Kuching, Sarawak and has been an advisory board member of Dewan Bandaraya
Kuching Utara since 1992. He was formerly the Chief Political Secretary to YAB Chief Minister of Sarawak,
a position he held from August 2000 to August 2006. He was appointed Senator of the Dewan Negara on 28
November 2005.
Dato’ Haji Idris also sits on the boards of Hock Seng Lee Berhad, Amanah Saham Sarawak Berhad and several
other private limited companies.
a Malaysian aged 58, joined the Board of Sarawak Energy Berhad on 9 September 2005. He is an Independent
Non-Executive Director of the Company and attended four out of the five Board Meetings held in the year 2007.
He is currently the Chairman of the Audit Committee.
Dato’ Nordin holds a Bachelor of Science in Economics with Honours from London School of Economics &
Political Science. He is a Chartered Accountant with the Malaysian Institute of Accountants (MIA) and a Fellow of
Institute of Chartered Accountant in England and Wales. Dato’ Nordin is active in local professional accounting
bodies through his membership of the Malaysian Institute of Certified Public Accountants (MICPA) where he is
President and is a Council Member, Chairman of the Audit and Risk Management Committee of Council and
a member of the Financial Reporting Standards Implementation Committee of MIA. He served for two terms
on the Malaysian Financial Reporting Foundation and was also a member of the Working Group on Corporate
Governance for The Islamic Financial Services Board.
Currently Dato’ Nordin is the Chairman of KUB Malaysia Berhad and his other directorships include Scomi
Engineering Berhad, Visdynamics Holdings Berhad and Malaysian Rating Corporation Berhad where he is also
the Chairman of the Audit Committee. He also sits on several other private limited companies.
Lu Yew Hung
General Manager (Network)
Tan Sri Datuk Amar Haji Abdul Aziz Bin Dato Haji Husain
Group Managing Director / Chief Executive
Victor Wong
General Manager (Transmission)
Stell Sindau
General Manager (Generation I)
James Ung
General Manager (Generation II)
CHAIRMAN’S STATEMENT
CHAIRMAN’S STATEMENT
As announced on 2 April 2007, Sarawak Energy Berhad (“Sarawak Energy” or “the Company”) had undergone a
rebranding exercise in conjunction with the move to position the Company as a major energy and utility player in
the state of Sarawak and the Region. The introduction of the Company’s new logo in 2007 reflects the focus of the
future direction of the Company via the consolidation of the State’s power generation, transmission, distribution
and supply business.
With the management being lead by our Group Managing Director, together with the high commitment and full co-
operation of all employees as well as continuing confidence from the stakeholders and investors, the Company
has shown a favorable outcome in steering and achieving its vision to be a world class energy provider for the
Region, with competitive cost structure and organizational excellence to sustain long-term shareholders’ value.
The construction of our Mukah 2 x 135MW coal-fired power plant is progressing very well with the first unit
scheduled for operation by October 2008 and the second unit in March 2009. Meanwhile, we had in September
2007 commenced construction of the 110MW combined-cycle power plant in Bintulu which is slated to be
completed by final quarter of 2009.
We are also putting up massive development plans to increase our generation capacity mainly through hydro
power potentials and other coal-power generations. We expect to commence the construction of our Murum
hydro power project in the second half of 2008 and others will follow suit in line with our target to have an installed
capacity of 6,000MW by 2015 and 10,000 MW by 2020.
FINANCIAL REVIEW
For the financial year ended 31 December 2007, the Group’s revenue improved from RM1.18 billion in 2006 to
RM1.32 billion, representing an increase of RM141.4 million.
Profit before tax was recorded at RM400.7 million, an increase of RM136.3 million over the previous financial year.
Net profit attributable to shareholders grew to RM335.5 million as compared to RM255.8 million the preceding
year. Earnings per share grew to 22.1 sen against 16.8 sen the previous financial year.
The improvement in performance was contributed by the favourable impact arising from the disposal of our
investment in Encorp Berhad and higher electricity sales resulted from higher demand as well as the increase in
tariff rate which came into effect from 1 April 2007.
The Group has registered a Net Assets per share of RM1.71 as at 31 December 2007 as compared to RM1.52
in Year 2006.
As the Company gears forward in becoming a major electricity provider in the region, the Group has now principally
emphasised in the generation, transmission, distribution and sale of electricity activities. Therefore, no segmental
information is presented in the financial statement for this year.
CHAIRMAN’S STATEMENT
Altogether, 10% of the paid-up and issued capital of Sarawak Energy or the shares are available under the ESOS
and will be offered to the employees of the Sarawak Energy Group who are eligible to participate in the ESOS.
• to motivate the employees towards better performance through greater productivity and loyalty;
• to stimulate a greater sense of belonging and dedications since the employees are given the opportunity to
participate directly in the equity of the Company;
• to encourage the employees to remain with the Company thus ensuring the loss of key personnel is kept to
the minimum level; and
• to reward the employees by allowing them to participate in the Company’s profitability and realise any
capital gains arising from any appreciation in the value of the Company’s shares.
DIVIDEND
For the financial year ended 31 December 2007, the Board has recommended that a first and final dividend of 5.0
sen per share less income tax (26%), representing a distribution to shareholders of RM56.2 million.
CHAIRMAN’S STATEMENT
FUTURE DIRECTION
With the new development plans being put in place in tandem with our vision and mission, the Company is
confident that it will be able to steer the state into becoming the power house in the Region by year 2020. The
State of Sarawak is blessed with abundant hydro potentials and coal reserves which need to be developed
to become tangible assets both in terms of commercial and socio-economic aspects. This poses an intense
challenge to Sarawak Energy to turn these plans into success stories.
APPRECIATION
On behalf of the Board, I wish to record our appreciation to the Management and Staff of the Group for their
dedication, efforts and diligent contributions towards achieving our favourable result during the year and I believe
this level of comitment will continue to be strengthen as we move forward.
I also wish to express our sincere appreciation to our valued shareholders, investors, customers, business
associates and professional advisers for their confidence and continued support in Sarawak Energy Group.
TAN SRI DATUK AMAR HAJI ABDUL AZIZ BIN DATO HAJI HUSAIN
Group Managing Director / Chief Executive
Executive Director
ASSETS EMPLOYED
FINANCED BY
Equity attributable to
equity holders of the Company 2,595,994 2,305,090 2,089,556 2,662,010 2,844,789
Minority interests 16,147 14,406 12,404 90,004 84,960
Long term liabilities 2,470,359 2,045,225 1,810,003 148,184 201,549
Deferred taxation 375,704 377,743 416,973 23,089 17,317
SELECTED RATIOS
Net tangible assets per share (RM) 1.71 1.52 1.38 2.27 2.42
Net earnings per share (Sen) 22.09 16.84 9.76 3.24 5.84
Gross dividend per share (Sen) 5.0 4.1 3.9 1.5 1.5
1,400 350
1,319.2 337.4
1,200 300
1,177.8 257.8
1,000 250
800 200
RM (Million)
RM (Million)
680.1
600 150 135.7
400 100
78.4
265.1 220.8
200 50 43.0
0 0
2003 2004 2005 2006 2007 2003 2004 2005 2006 2007
3.0 25
22.09
2.5 2.42
20
2.27
16.84
2.0
1.71 15
1.52
(Sen)
(RM)
1.5
1.38
10 9.76
1.0
5.84
5
0.5 3.24
0.0 0
2003 2004 2005 2006 2007 2003 2004 2005 2006 2007
Sarawak Energy Berhad and its group of companies being the Gold sponsor for the Curtin University of
continue to reinforce its presence in the state of Technology Sarawak Engineering Conference 2007.
Sarawak not only through robust development projects The company was one of the main sponsors for the
but also with a heart and mind to involve itself in Pesta Limbang 2007, the SUPP Career Expo 2007
corporate social responsibility programs both for its and the 16th Annual Convention of Toastmasters
employees and the local community as a whole. District 51 organized through Angkatan Zaman
Mansang(AZAM).
Being the forerunner in the field of generation,
transmission and distribution of electricity in Sarawak, During the month of Ramadan, Sarawak Energy Berhad
Sarawak Energy group is a highly visible corporate organized several “Berbuka Puasa” functions for
entity in the State. The Board of Directors and the various groups and organization through out the State
management of the company are dedicated towards the where it contributed gifts and financial contribution to
practice of good corporate governance alongside ethical the needy. For its employees, business associates
corporate values and efficient business management and local community a grand “Majlis Ramah Tamah
practices, transparent, exemplary corporate citizenship Idil Fitri” was organized at its Head Office at Wisma
as well as excellent customer services. The company SESCO while similar functions of smaller scale were
is also dedicated towards maintaining its international done at the various Regional offices through out the
recognition in the field of quality control and safety State. These functions were aimed at bringing better
where a high standard of occupational safety and rapport among employees, business associates and the
health regime is being observed and enforced at all community arrived Through a quarterly Blood Donation
times vis-à-vis putting in place, a strict observance Program, employees of Sarawak Energy Berhad have
of and compliance to the prevailing environmental voluntarily donated their blood for a good cause to fill
regulations, policies and practices. the blood bank of the Sarawak General Hospital.
With strategic commitments, strength and momentum In March 2008, Sarawak Energy Berhad launched
in all those perspectives which are well reflected in its an English development program for the children of
involvements in its corporate and social activities, the Lubok Antu, Sarawak, where our Batang Ai Hydro
company is well poised towards a balanced growth. Power Station is located. The three month program,
This is in tandem with the government’s effort in which incorporates developing the children’s listening,
creating Government Linked Companies (GLCs) which reading and writing skills as well as building self
are conscious and sensitive to the needs of the society, confidence was launched by the Group Managing
socially responsible, yet highly efficient and profitable. Director, Tan Sri Haji Abdul Aziz Husain. Together with
this, a career awareness program was conducted for
For Sarawak Energy Berhad, giving back to the society secondary school students.
is a norm and a practice that it will always continue to
sustain. Through out the year 2007, Sarawak Energy In the year 2007, Sarawak Energy Berhad continued
Berhad and its group of companies have embarked on to participate in the Hari Kemerdekaan celebration,
a number of social projects. This was done both through Maulidur Rasul and Ma’al Hijrah congregations, the
its participation in various social programs or by granting Yang Di-Pertua Negeri’s Birthday parade and Hari
monetary assistance to non-profitable organizations Keputera’an DYMM Seri Paduka Baginda Yang Di-
within the State. Among the major beneficiaries Pertuan Agong’s parade. In the same year, several
are the Laila Taib Cancer Charitable Trust, Kidney employees of Sarawak Energy Berhad were selected
Association of Sarawak, the Persatuan Kebajikan as officials and coaches at state and national level in
Islam Malaysia(PERKIM) Miri Branch, the Salvation sport events. The Inter-Regional Games for employees
Army, the Mental Health Association of Sarawak, St. of the Group were held in June 2007 in Sibu with the
Ann’s Church Building Fund, the Sarawak Children Central Region emerging as the overall champion.In
Cancer Society, Skuad 69 PDRM Sarawak, SABATI, realising the importance to develop young sport talents,
Rumah Kanak-Kanak Ajibah Abol Sri Aman, Persatuan particularly in badminton Sarawak Energy Berhad has
Bekas Tentera Malaysia, Jawatankuasa Pembinaan joined force with Sarawak Badminton Association on
Masjib Baru Niah, Persekutuan Perkumpulan Wanita the State’s Youth Development Program.
Sarawak, PEMADAM Daerah Mukah, Polis DiRaja
Malaysia, Rumah Ajie, Saratok, Rumah Peligong, Sarawak Energy Berhad is committed towards
Saratok, Tabung Yayasan Pencegahan Jenayah sustaining a meaningful symbiotic co-existence with
Malaysia Negeri Sarawak, Kelab Sukan, Sosial dan the surrounding community that it operates in. To
Kebajikan Kakitangan Kementerian Pembangunan achieve this, the company will continue to put in place,
Bandar dan Pelancongan Sarawak, HIKMAH Sarawak strategic CSR initiatives that will help to strengthen
and the Cancerlink Foundation. Sarawak Energy its place in the hearts and minds of its peers and the
Berhad is also proud to be associated with the society. Ultimately, Sarawak Energy Berhad seeks
publication of the official Bintulu Book initiated by the to position itself as a positive contributor towards the
Bintulu Development Authority, the MITI Directory, and cause of nation building.
Annual Dinner 2007 Majlis Ramah Tamah Aidil Fitri 2007 (Head Office)
TYT’s birthday parade in Mukah - 2007 SEB Inter Regional Games 2007
1.0 INTRODUCTION
The Malaysian Code on Corporate Governance requires the Board of Directors (“Board”) of listed companies
to maintain a sound system of internal control to safeguard shareholders’ investments and the Group’s
assets. Set out below is the Board’s Statement of Internal Control (“Statement”) of the Group for the financial
year ended 31 December 2007 in compliance with paragraph 15.27(b) of the Bursa Malaysia Securities
Berhad’s Listing Requirements, and in accordance with the Statement on Internal Control Guidance for
Directors of Public Companies.
The Board recognizes its responsibilities and the importance of sound internal controls and risk management
practices, and for reviewing the adequacy and integrity of those systems. It should be noted, however, that
such systems are designed to manage rather than eliminate risk. As such, the system can only provide
reasonable and not absolute assurance against material misstatement or loss to the Group.
Risk Management
The Board acknowledges that effective risk management is part of good business management practice.
The Board also recognizes that a sound system of internal control should be capable of managing principal
risks of the Group and be embedded in the operations of the Group.
To ensure this is possible, the Group has a formalized reporting structure comprising the Group Managing
Director (“GMD”) and management, which ensures continuous communication and escalation of operational
and financial issues or risks through management meetings at various levels. In addition, the Board of
Directors is of the opinion that it has experienced GMD and a team of senior management with relevant
industry experience to run and manage the operations and business of the Group in the most effective and
efficient manner.
Throughout the financial year, the Board has evaluated and managed the key principal risks faced by the
Group through monitoring of the Group’s operations, performance and profitability at its board meetings.
The board meetings also provide the platform by which the Board through the GMD, communicates its
expectations to senior management and other employees.
Notwithstanding the process and matters described above, the Board of Directors is committed towards
establishing a formal risk management framework to enable the systematic identification, assessment,
treatment and monitoring of the principal risks faced by the Group.
In November 2007, the Management has engaged a professional services firm to assist the Group’s
management in establishing a formal Enterprise Risk Management (“ERM”) framework. These initiatives will
ensure that the Group has in place a formalized ongoing process for identifying, evaluating, monitoring and
managing the significant risks impacting the achievement of the Group’s strategic business objectives.
The process includes formalizing and implementing a risk management policy,which would drive the risk
management activities of the Group as well as establishment of a risk management oversight structure to
oversee these activities. Additionally, this process includes a review of the adequacy of the present system
of internal control to manage principal risks identified.
The current system of internal control in the Group has within it, the following key elements:
• Group’s business objectives are communicated widely through its mission statement and budgets and
active interaction between the GMD with management and other employees.
• GMD and senior management members of the Group practice a “hands on” approach in managing the
business that enables timely identification and reporting of any significant matters as well as ensuring
that the Board is well informed and updated on the operation of the Group on a timely basis.
• Scheduled meetings both at management and operational levels, which are attended, by the GMD to
deliberate and resolve business, financial and operational matters.
• Close monitoring of projects progress through regular visits to sites by GMD and management and the
project teams.
• Policies and procedures manual, which acts as a comprehensive guide in carrying out daily tasks
ensures that there is a clear understanding of the “modus operandi” of the Group.
• Effective reporting system that highlights operational and financial performances where the information
is deliberated at appropriate management meetings.
• A detailed strategic planning and budgeting process where operating units prepare business plans and
detailed capital and operating budgets for the coming year.
• Clearly defined delegation of responsibilities to committees of the Board and the Management, including
authorization levels for all aspects of the businesses.
• A new performance management system has been introduced in 2007 wherein individual performance
will be monitored against agreed targets (key performance indicators) to strengthen accountability,
controls and to instill a stronger performance culture and the system will be rollout in 2008.
• An independent Internal Audit Department whose primary responsibility is to conduct regular and
systematic audits of the significant operations of the Group based on assessed risks and major concerns
raised by management so as to provide reasonable assurance to the Audit Committee on the adequacy
of the systems of internal control within the Group.
Assurance Mechanisms
The Audit Committee is tasked by the Board with a duty of reviewing and monitoring the effectiveness of the
Group’s system of internal control. The internal audit function provides the AC with periodic reports, based on
the audits conducted, highlighting observations, recommendations and management action plan to improve
the system of internal control. In addition, the AC also reviews and deliberates on any matters relating to
internal control highlighted by the external auditors in the course of their statutory audit of the financial
statements of the Group through management letters or are articulated at AC meeting.
Pursuant to paragraph 15.24 of the Listing Requirements of Bursa Malaysia Securities Berhad, the external
auditors have reviewed this Statement for inclusion in the annual report for the financial year ended 31
December 2007 and reported to the Board that nothing has come to their attention that causes them to
believe that this Statement is inconsistent with their understanding of the processes adopted by the Board in
reviewing the adequacy and integrity of the system of internal controls.
The Board recognizes that the Group operates in a dynamic environment in which the internal control
system must be responsive in order to be able to support its business objectives. To this end, the Board is
committed towards maintaining a sound system of internal control and therefore recognizes that the system
must continuously evolve to support the growth and dynamics of the Group. As such, the Board, in striving
for continuous improvement, will put in place appropriate action plans, when necessary to further enhance
the Group’s system of internal control and keeping abreast with the ever-changing business environment in
order to support the Group’s business and operations.
6.0 CONCLUSION
During the current financial year to the date of this report, no major control weaknesses were discovered.
However, a number of minor internal control weaknesses were discovered, all of which have been, or are
being addressed. These are not expected to result in any material loss, contingency or uncertainty that would
require disclosure in the Annual Report.
This Statement is made in accordance with a resolution of the Board of Directors dated 30th April 2008.
The Board of Directors of Sarawak Energy Berhad (“SEB”) is committed to ensure that the highest standard of
Corporate Governance is practiced throughout the Group with the objective of strengthening the Group’s growth,
corporate accountability and safeguarding the interests of the shareholders.
The Board of Directors is pleased to report a statement to the shareholders on how the Group has applied the
principles of good governance and compliance of the best practices set out in the Malaysian Code of Corporate
Governance.
The Board’s principal responsibilities for corporate governance are by setting out the strategic direction of the
Group, establishing the objectives and achievement of the objectives and goals.
The current Board comprises one (1) Executive Director and five (5) Non-Executive Directors. Three of the Non-
Executive Directors are Independent Directors, which complied with paragraph 15.02 of the Listing Requirements
of Bursa Malaysia Securities Berhad which require one-third of the Board to comprise of Independent Directors.
The Directors collectively have wide range of experience and expertise drawn from the area of legal, business,
accounting, economics as well as public administration. Their expertise, experience and background are vital for
the strategic direction of the Group. The profiles of the Directors are set out on pages 8 to 9.
The division of responsibilities is clearly defined between the Chairman and Group Managing Director. The Chairman
is responsible for ensuring the effectiveness of the Board and conduct while the Group Managing Director has the
overall responsibilities of managing the operation and performance of the Group, implementation of policies and
executive decision-making. The Independent Non-Executive Directors play an important role to ensure the views
provided are professional and independent and that the advice and judgment made on issues and decisions are
to the best interest of the stakeholders and the Group.
The Board is satisfied that investment of the minority shareholders in the Company is fairly reflected through Board
representation.
Dato’ Haji Idris Bin Haji Buang is the senior independent non-executive Director of the Board to whom concerns
maybe conveyed.
The Board meets at least four times a year, with additional meetings for particular matters convened as and when
necessary. Five (5) Board meetings were held during the year ended 31 December 2007. The record of their
meeting attendance is as follows:
Directors Meetings % of
Attended Attendance
Datuk Abdul Hamed Bin Sepawi Chairman 5/5 100
Tan Sri Datuk Amar Haji Abdul Aziz Bin Dato Haji Group Managing 5/5 100
Husain Director
Datuk Amar Wilson Baya Dandot Non-Independent 4/5 80
Non-Executive Director
Datuk Fong Joo Chung Non-Independent 4/5 80
Non-Executive Director
Dato’ Nordin Bin Baharuddin Independent 4/5 80
Non-Executive Director
Dato’ Haji Idris Bin Haji Buang Independent 5/5 100
Non-Executive Director
Supply of Information
The Board and its Committees have full and unrestricted access to all information within SEB pertaining to the
Group’s business and affairs.
All the Directors are notified of the Board meetings within stipulated time prior to the meetings date. Directors are
provided with an agenda and a set of Board papers prior to each Board Meeting. These are issued in sufficient time
to enable them to obtain further explanation, where necessary, in order to be properly briefed before the meeting.
In most instances, the Senior Management of the Group as well as external advisors are invited to be in attendance
at Board Meetings to provide insights and to furnish clarification on issues that may be raised by the Board.
Board members have access to the Group Company Secretary for any further information required. Directors may
also seek independent professional advice on any matter connected with the discharge of their responsibilities
deems necessary and appropriate, whether as a full board or in their individual capacities, at the Company’s
expense.
Board Committees
The following Committees have been established to assist the Board in the execution of its responsibilities. These
Committees have written terms of reference which have been approved by the Board and set out their authority
and duties.
1. Audit Committee
The Audit Committee continued to play an important role in reviewing the Group’s financial management
and reporting, and to assess the integrity of the Group’s accounting procedures and financial control. The
Committee is responsible for the review of accounting policy and presentation of external financial reporting
including the Group’s interim results and its disclosures, monitoring the work of the internal audit function and
ensuring an objective and professional relationship is maintained with the external auditors, and that conflicts
of interest, if any, are avoided. The Committee has full access to both internal and external auditors, who in
turn, have access at all times, to the Chairman of the Audit Committee.
The Audit Committee strives to ensure that it keeps abreast of all material developments in regulations and
best practices in its area of responsibility.
The report of the Audit Committee, including their attendance at the Committee Meetings is set out on pages
35 to 42 of this Annual Report.
The Committee consists of two (2) Non-Executive Directors and one (1) Executive Director. The members of
the Committee as at the date of this Annual Report are:
ii. Tan Sri Datuk Amar Haji Abdul Aziz Bin Dato Haji Husain
(Executive Director)
a) identify and recommend to the Board candidates for directorships to the Board;
b) make recommendations to the Board on all new or re-appointments of members of the Board;
c) evaluate the effectiveness of the Board as a whole and the Committees of the Board;
d) make recommendations to the Board on the Company’s framework of remuneration and its cost and
to determine on behalf of the Board specific remuneration packages and terms and conditions of
employment for the Group’s employees;
e) provide remuneration input on any contract of employment with executive directors and determine
the terms of any compensation in the event of early termination of the employment contracts thereon;
and
f) make recommendations to the Board on the remuneration of Non-Executive Directors which shall be a
decision of the Board as a whole.
The Committee met two (2) times during the year to:
a) deliberate and endorse the implementation of the Group Remuneration System proposed by Hay Group
and migration of the Group’s Current Scheme of Service to Hay Scheme for Sarawak Energy Group of
Companies with effect from January 1, 2008 and recommend to the Board for approval.
b) approve the Group’s Performance Appraisal for annual salary increment in Year 2008.
c) approve the reduction of leave benefits for all employees of Sarawak Energy Berhad Group by five (5)
days except for those employees under job grades NE1 to NE2 and implementation of a buy-back of
leave from the affected employees.
d) approve the appointment of members of Sarawak Energy ESOS Options Committee pursuant to
Section 16 of the ESOS By-Laws.
e) propose the appointment of a new member of the Audit Committee for approval by the Board.
As part of the recommendations set out in the “Greenbook: Enhancing Board Effectiveness” which was
issued by the Putrajaya Committee for GLC High Performance, PricewaterhouseCoopers Advisory Services
Sdn. Bhd. (PwC) was engaged by SEB to perform a Board Effectiveness Assessment for SEB and its wholly
owned subsidiary, Syarikat SESCO Berhad (SESCO).
PwC was commissioned to review the effectiveness of the Board and implement a framework for the formal
evaluation process to be conducted annually.
PwC conducted the Board Effectiveness Assessment for the year ended 31 December 2006 and presented
their final report to the Board in 2007. The Directors of SEB and Syarikat SESCO Berhad were also given
copies of their individual and peer assessment results by PricewaterhouseCoopers.
a) To review the SEB and SESCO Boards’ objectives, corporate governance principles, roles and
responsibilities and shareholders’ expectations.
b) To conduct an independent review of the structure, processes and documentation with regards to the
SEB and SESCO Boards and making appropriate recommendations in accordance with applicable
good practices.
c) To develop a Board Effectiveness Assessment framework for annual assessments and conduct a pilot
run of the evaluation process for the SEB and SESCO Boards.
d) To assist in the development of a Board Improvement Program to address the gaps and issues identified
from the SEB and SESCO Board Effectiveness Assessments.
The Board Effectiveness evaluations and improvement programmes recides in the Chairman’s Office.
PwC has further submitted a proposal to conduct the annual Board Effectiveness Assessment for SEB for
the assessment year ending 31 December 2007 which will be later conducted in 2008.
The ESOS Committee was established on 19 December 2007 to administer the Sarawak Energy Berhad
Employees’ Share Option Scheme (“Scheme”). The Scheme was granted for a period of 10 years effective
from 21 December 2007.
The ESOS Committee ensures that the Scheme is administered in accordance with the By-Laws approved
by the shareholders of the Company.
The members of the Committee as at the date of this Annual Report are:
i. YBhg Tan Sri Datuk Amar Haji Abdul Aziz Bin Dato Haji Husain
(Group Managing Director) – Chairman
Re-Election of Directors
In accordance with the Company’s Articles of Association, all Directors appointed by the Board are subject to
election by shareholders at the first Annual General Meeting after their appointment. One-third of the remaining
Directors are required to submit themselves for re-election by rotation at each annual general meeting. All Directors
must submit themselves for re-election at least once in every three years. Directors over seventy years of age are
required to submit themselves for reappointment annually in accordance with Section 129(6) of the Companies
Act 1965.
Directors’ Training
All the Directors have attended and successfully completed the Mandatory Accreditation Program (“MAP”) as
specified by Bursa Malaysia Securities Berhad.
Apart from the MAP training, the directors have also attended various accredited programs under the Continuing
Education Program (“CEP”) conducted by various course leaders. The Company will continuously arrange for
further training of the directors as part of the directors obligation to update and enhance their skills and knowledge
which are important for their carrying out an effective role as directors.
Throughout the financial year, the directors have attended relevant seminars/courses organized by various
professional bodies and corporations including:
None of the directors of the Company hold more than ten (10) directorships in public listed companies or more than
fifteen (15) in non-public listed companies, as required by the Listing Requirements.
Directors’ Remuneration
1. The details on the aggregate remuneration of directors for the financial year ended 31 December 2007 are
as follows:
2. In compliance with the disclosure requirements under Bursa Malaysia’s Listing Requirements, the number
of Directors whose total remuneration falls within the following bands during the financial year ended 31
December 2007:
The Company seeks to develop and maintain regular informative communications with its shareholders. In addition
to the various public announcements made during the year, the timely release of financial results on quarterly basis
provides shareholders with an overview of the Group’s performance and operations.
The Annual General Meeting of the Company remains the principal forum for dialogue with shareholders.
Shareholders who are unable to attend are allowed to appoint proxies to attend and vote on their behalf. Members of
the Board, as well as, external auditors of the Company are present to answer questions raised at the Meeting.
The Board has also adopted the following best practices to enhance the efficiency and value of general
meetings:
• ensures that each item of special business included in the notice of meeting is accompanied by a full
explanation of the effects of the proposed resolution; and
• ensures that the Chairman provides reasonable time at the meeting for discussion and for a question and
answer session.
The outcome of all resolutions proposed at the general meeting is announced to Bursa Malaysia at the end of the
meeting day.
The Company observes the continuing disclosure obligation imposed upon a listed issuer by Bursa Malaysia.
Timely and accurate disclosure is made on all material information. Throughout the financial year under review, the
material information and material development thereof on disposal, proposed dividend, proposed financing facility,
related party transaction, and change in composition of board members and board committees’ members were
among the material information released to Bursa Malaysia via the Bursa Malaysia Link.
Confidentiality of Information
In conducting briefings or presentations, the Company takes due care to ensure that any information regarded as
undisclosed material information about the Company and its operations will not be given to any single shareholder
or group of shareholders.
Financial Reporting
The Directors are responsible in ensuring that the annual financial statements of the Company and the Group are
drawn up in accordance with the applicable approved accounting standards in Malaysia and the provisions of the
Companies Act, 1965.
The Board aims to provide and present a balanced and meaningful assessment of the Group’s financial performance
and prospects, primarily through the annual financial statements, quarterly and half yearly announcements of
results to the shareholders as well as the Chairman’s statement and review of operations in the Annual report. The
Board is assisted by the Audit Committee to oversee the Group’s financial reporting processes and the quality of
its financial reporting.
The Board has, through the Audit Committee, established a formal, transparent and appropriate relationship with
the Group’s Auditors, both external and internal. The Audit Committee meets regularly with external and internal
auditors to discuss and review the audit plan, quarterly financial results, annual financial statements, internal audit
reports etc and at every Board meeting, the Chairman of the Committee briefed the Board on significant matters
discussed and deliberated at each Committee’s meeting and makes recommendations for the Board’s approval
and endorsement as the case may be.
Internal Controls
Information on the Group’s internal controls system is presented in the Statement on Internal Control as set out on
pages 24 to 26 of this Annual Report.
The Board is fully accountable to ensure that the financial statements are prepared in accordance with the Companies
Act, 1965 and the applicable approved accounting standards set by the Malaysian Accounting Standards Board
so as to present a true and fair, balanced and understandable assessment of the Group’s financial position and
results. In this Annual Report, an assessment is provided in the Directors’ Report of the Audited Accounts.
The Audit Committee reviews the statutory compliance and scrutinizes the financial aspects of the Audited Accounts
prior to deliberation at the Board level.
• Material Contracts
Save as disclosed hereunder, neither the Company nor its Subsidiaries had entered into any material
contracts not in the ordinary course of business during the financial year ended 31 December 2007:
The Share Sale and Purchase Agreement dated 14 August 2007 entered into between Dasar Untung Sdn
Bhd “DUSB”) and Pegang Impian Holdings Sdn Bhd (“PIHSB”) involving the disposal by DUSB of 59,000,000
ordinary shares of RM1.00 each in Encorp Berhad constituting approximately 26.40% of the issued and paid
up capital of Encorp Berhad (“Disposal”) for a total cash consideration of RM86,140,000.00 or RM1.46 per
share.
• Sanctions/Penalties
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or
Management by any relevant regulatory authorities during the financial year ended 31 December 2007.
• Non-Audit Fees
Non-audit fees of RM30,000.00 were paid to the External Auditors for the financial year ended 31 December
2007.
At the 40th Annual General Meeting of the Company held on 27 June 2007, the shareholders of the Company
had approved the renewal of and new shareholders’ mandate for recurrent related party transactions of a
revenue or trading nature and renewal of and new general mandate for provision of financial assistance which
are necessary for the day-to-day operations of the Group, entered into by the Company and/or its subsidiaries
with certain classes of related parties from 27 June 2007 until the forthcoming Annual General Meeting. Such
approval will expire at the conclusion of the forthcoming Annual General Meeting thus compelling the Board
to propose to seek the shareholders’ mandate for the renewal of the same.
The breakdown of the significant related party transactions entered into by the Company and/or its subsidiaries
during the financial year are set out in Note 33 of the Notes to the Financial Statements set out on pages 96
to 97 of this Annual Report.
The Company launched its first Employees’ Share Option Scheme (“ESOS”) in December 2007 and under
the first offer, options representing 103,187,000 shares were offered at an option price of RM2.15 (being the
5 day weighted average price from 15 December 2007 to 19 December 2007 net of 10% discount) to 2,511
eligible employees and directors. As at December 31 2007, no option has been taken up by the grantees.
This Statement is made in accordance with a resolution of the Board of Directors at its Meeting held on 30 April
2008.
The Audit Committee (“AC”) of Sarawak Energy Berhad is pleased to present the Committee Report for the financial
year ended 31 December 2007.
The AC met five (5) times during the financial year ended 31 December 2007. Members of the AC during the
financial year together with their attendances at the meetings during the year are as follows:
* Fellow of the Institute of Chartered Accountants in England and Wales and Member of the Malaysian
Institute of Accountants and the Malaysian Institute of Certified Public Accountants.
B. TERM OF REFERENCE
1.0 CONSTITUTION
1.1 The Board of Directors of Sarawak Energy Berhad (SEB) has established a Committee of the Board,
known as the Audit Committee, vide a resolution of the Board on 30 July 1994.
1.2 The function and authority of the AC extends to SEB and all its subsidiaries, (collectively referred to as
the “Group”).
2.1 The members of the AC shall be appointed by the Board of Directors of SEB and shall consist of
not less than three (3) members, all of whom shall be Non-Executive Directors of which the majority
shall be independent in accordance with the definition in Bursa Malaysia Securities Berhad’s Listing
Requirements.
2.2 Where the members for any reason are reduced to less than three (3), that Board shall within one (1)
month of the event, appoint such number of new members as may be required to make up the minimum
number of three (3) members.
2.3 At least one (1) member of the AC must meet the criteria set by the Bursa Malaysia Listing Requirements,
i.e.:
2.3.2 if he/she is not a member of the Malaysian Institute of Accountants, he must have at least 3
years’ working experience, and:
i. he/she must have passed the examinations specified in Part 1 of the 1st Schedule of the
Accountants Act 1967; or
ii. he/she must be a member of one of the associations of accountants specified in Part II of
the 1st Schedule of the Accountants Act 1967; or
2.4 The Board shall elect a Chairman from among the members of the AC who shall be an Independent
Director as set out in the Bursa Malaysia Listing Requirements.
2.5 All members shall hold office only for as long as they serve as directors of SEB.
3.1 The following are the main duties and responsibilities of the Chairman of the AC:
3.1.2 to provide leadership to the AC and ensure proper flow of information to the AC, review adequacy
and timing of documentation;
3.1.3 to provide a reasonable time for discussion at the AC meetings. Organize and present the
agenda for AC meetings based on input from members and ensure that all relevant issues are
on the agenda. In addition, the Chairman should encourage a healthy level of skepticism and
independence;
3.1.4 to manage the process and working of the AC and ensure that the AC discharges its
responsibilities; and
3.1.5 to ensure that all members participate in the discussion to enable effective decisions to be
made.
4.1.1 provide independent opinions to the fact-finding, analysis and decision making process of the
AC, based on their experience and knowledge;
4.1.2 consider viewpoints of the other members, and make decisions and recommendations for the
best interest of the Group;
4.1.3 keep abreast of the latest corporate governance guidelines in relation to the AC and the Board
as a whole; and
4.1.4 continuously seek out best practices in terms of the processes utilized by the AC, following
which these should be discussed with the rest of the members for possible adoption.
5.1.1 to ensure transparency, integrity and accountability in the Group’s activities so as to safeguard
the rights and interests of the shareholders;
5.1.2 to provide assistance to the Board in fulfilling its fiduciary responsibilities relating to corporate
accounting and reporting practices;
5.1.3 to improve the Group’s business efficiency, the quality of the accounting and audit function and
strengthening public confidence in the Group’s reported financial results;
5.1.4 to maintain, through regularly scheduled meetings, a direct line of communication between the
Board and the External and Internal Auditors;
5.1.5 to ensure the independence of the external and internal audit functions; and
5.1.6 to create a climate of discipline and control within the Group which will reduce the opportunity
for fraud.
6.1.1 investigate any activity within its terms of reference; or as directed by the Board of Directors;
6.1.2 have full and unrestricted access to all employees, the Group’s properties and works, to all
books, accounts, records and other information of the Group in whatever form;
6.1.3 have direct communication channels with external auditors and person(s) carrying out the
internal audit function or activity for the Group;
6.1.5 engage independent advisors and to secure the attendance of outsiders with relevant experience
and expertise if it considers deem necessary; and
6.1.6 to review the adequacy of the structure and terms of reference of the Board Committees,
including the AC.
7.2.1 To review and recommend acceptance or otherwise of accounting policies, principles and
practices.
7.2.2 To review the quarterly results and annual financial statements of the Company and Group
before submission to the Board. The review should focus primarily on:
7.2.3 To review with management and the external auditors the results of the audit, including any
difficulties encountered.
7.3.1 To review the adequacy of and to provide independent assurance to the Board of the effectiveness
of risk management functions in the Group.
7.3.2 To ensure that the principles and requirements of managing risk are consistently adopted
throughout the Group.
7.3.3 To deliberate on the key risk issues highlighted by the group Risk Management Committee in
their reports to the AC.
7.4.1 To assess the quality and effectiveness of the systems of internal control and the efficiency of
the Group’s operations.
7.4.2 To review the findings on internal controls in the Group by internal and external auditors.
7.4.3 To review and recommend for Board approval, the Statement on Internal Control and Audit
Committee Report for inclusion in the Company’s Annual Report as required under Bursa
Malaysia Listing Requirements.
7.5.1 To approve the Audit Charters of internal audit functions in the Group.
7.5.2 To ensure that the internal audit functions have appropriate standing in the Group and have
the necessary authority and resources to carry out their work. This includes a review of the
organizational structure, resources, budgets and qualifications of the internal audit personnel.
7.5.3 To review internal audit reports and management’s response and actions taken in respect of
these. Where actions are not taken within adequate timeframe by management, the AC will
report the matter to the Board.
7.5.4 To review the adequacy of internal audit plans and the scope of audits, and ensure that the
internal audit functions are carried out without any hindrance.
7.5.6 To review any appraisal or assessment of the performance of members of internal audit
function.
7.5.7 To be informed of resignations of internal audit staff members and provide the resigning staff
member an opportunity to submit his/her reasons for resigning.
7.6.1 To recommend the nomination of the External Auditors together with such other functions as
may be agreed to by the Board and recommend for approval of the Board the external audit fee,
and consider any questions of resignation or termination.
7.6.2 To review external audit reports and management’s response and actions taken in respect of
these, where actions are not taken within an adequate timeframe by management, the AC will
report the matter to the Board.
7.6.4 The AC shall meet the external auditors at least twice a year to discuss problems and reservations
arising out of external audits and any matters the auditors may wish to discuss, in the absence
of management, Executive Directors or Non-Independent Directors where necessary.
7.7.1 To review the effectiveness of the system for monitoring compliance with laws and regulations
and the results of management’s investigation and follow up (including disciplinary action) of
any instances of non-compliance.
7.7.3 To review any related party transaction and conflict of interest situation that may arise within
the Group including any transaction, procedure or course of conduct that raises questions of
integrity.
7.7.4 To review and recommend the Corporate Governance Statement for Board approval for inclusion
in the Company’s the Annual Report.
7.7.5 To review the investor relations program and shareholders’ communications policy for the
company.
7.7.6 To examine instances and matters that may have compromised the principles of corporate
governance and report back to the Board.
7.7.7 Where the AC is of the view that a matter reported by it to the Board has not been satisfactorily
resolved, resulting in a breach of Bursa Malaysia Listing Requirements, the AC must promptly
report such matters to Bursa Malaysia.
8.1 The AC shall convene meetings as and when required, and at least four (4) times during the financial
year of SEB.
8.2 The number of the AC meetings held a year and the details of attendance of each individual member in
respect of meetings held should be disclosed in the annual report.
8.3 The Chairman of the AC, or the Secretary on the request of any member, the Head of Internal Audit or
the External Auditors, shall at any time summon a meeting of the AC by giving reasonable notice.
8.4 No business shall be transacted at any meeting of the AC unless a quorum is present. The quorum for
each meeting shall be two (2) members comprising of all independent directors.
8.5 The Chairman of the AC shall chair the committee meetings and in his absence, the members present
shall elect one amongst themselves to be the Chairman of the meeting.
8.6 In appropriate circumstances, the AC may deal with matters by way of circular reports and resolution in
lieu of convening a formal meeting.
8.7 Officers of the Group or others as necessary may be invited to attend meetings where the Committee
considers their presence necessary.
8.8 A committee member shall excuse himself/herself from the meeting during discussions or deliberations
of any matter which gives rise to the actual or perceived conflict of interest situation for the member.
Where this causes insufficient Directors to make up a quorum, the AC has the right to appoint another
Director(s), which meets the membership criteria.
8.9 The AC, through its Chairman, shall report to the Board after each meeting.
8.10 Subject to the provisions of this Terms of Reference and Memorandum and Articles of Association of
SEB, the AC shall establish its own procedures for meeting.
9.2 The Secretary shall draw up an agenda for each meeting, in consultation with the Chairman of the AC.
The agenda shall be sent to all members of the AC and the Head of Internal Audit at least three (3)
working days before each meeting together with the relevant papers.
9.3 The Secretary shall promptly prepare the written minutes of the meeting and distribute it to each
member. The minutes of the AC meeting shall be confirmed and signed by the Chairman of the meeting
at the next succeeding meeting.
9.4 The minutes of each meeting shall be entered into the minutes book kept at the registered office of the
Company under the custody of the Company Secretary. The minutes shall be available for inspection by
the members of the Board, external auditors, internal auditors, and other persons deemed appropriate
by the Company Secretary.
10.1 The AC shall assist the Board in making disclosures concerning the activities of the AC, in the Report
of the Audit Committee, to be issued in the Annual Report.
10.2 The Board requires all Directors to submit a Disclosure of Interest to avoid any conflict between their
personal interests of the Company. In the event of a conflict, either perceived or actual, this Disclosure
of Interest shall be submitted to the Chairman of the AC with a copy to the Company Secretary.
11.1 Any revision or amendment to the Terms of Reference, as proposed by the AC or any third party, shall
be presented to the Board for its approval.
11.2 Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference
and this Terms of Reference shall be considered duly revised or amended.
• Reviewed the quarterly financial statements of the Company and the Group and the annual audited
accounts prior to submission to the Board for approval.
• Reviewed the financial statements and ensure that the financial reporting and disclosure requirements
of the relevant authorities are complied with.
• Reviewed accounting/audit issues, findings and other reservations arising from the external audit and
ensured that appropriate action is taken.
• Reviewed and endorsed the establishment and implementation of Enterprise Risk Management
(“ERM”) framework and system for SEB Group and recommended same for Board adoption.
• Reviewed the adequacy of disclosure of related party transactions entered into by the Company and
the Group and also the adequacy of policies and procedures in respect of related party transactions in
ensuring that these transactions are in the best interest of the Company.
• Considered and recommended to the Board the reappointment of the external auditors of the Company
and their proposed audit fees.
• Discussed with External Auditors on any problems and reservations arising out of their audits without
the presence of management members.
• Reviewed the adequacy of the internal audit plans, scope of coverage and internal audit reports
and ensure that appropriate action is taken by Management in respect of the audit findings and the
Committee’s recommendations.
• Reviewed and recommended for Board approval the Statement of Internal Control, Audit Committee
Report and Corporate Governance Statement for inclusion in the Company’s Annual Report for
FY2007.
The Group has an Internal Audit Department whose primary responsibility is to conduct regular and systematic
audits of the significant operations based on assessed risks and major concerns raised by management so
as to provide reasonable assurance to the Audit Committee (AC) on the adequacy of the systems of internal
control within the Group.
The Annual Group Internal Audit Plan is approved by the AC at the beginning of each year. The internal audit
function which is independent of the activities they audit has carried out planned audits and special ad-hoc
reviews or investigations during the year and provided regular reports on the adequacy of controls, extent
of compliance with internal financial policies and operational procedures in respect of the areas audited and
recommendations to improve the existing systems of internal control and operational weaknesses have also
been communicated to both operations management, senior management and the AC.
The internal audit reports incorporated the findings, recommendations for improvements, management
actions, and implementation of the recommendations. Internal Audit also monitors the implementation and
disposition of significant findings and management actions and the status of such action plans is reported to
the AC.
The AC has full access to both internal and external auditors and receives reports on all audits performed.
FINANCIAL STATEMENTS
Directors’ Report 44 - 47
Statement by Directors and Statutory Declaration 48
Report of the Auditors 49
Income Statements 50
Balance Sheets 51 - 52
Consolidation Statement of Changes in Equity 53
Company Statement of Changes in Equity 54
Cash Flow Statements 55 - 56
Notes to the Financial Statements 57 - 100
Directors’ Report
The directors have pleasure in presenting their report together with the audited financial statements of the Group
and of the Company for the financial year ended 31 December 2007.
Principal activities
The principal activity of the Company is investment holding.
The principal activities of the subsidiaries and associates are disclosed in Note 13 and Note 14 to the financial
statements.
There have been no significant changes in the nature of these activities during the financial year.
Results
Group Company
RM’000 RM’000
Attributable to:
Equity holders of the Company 335,462 135,328
Minority interests 1,949 -
337,411 135,328
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed
in the financial statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial
year were not substantially affected by any item, transaction or event of a material and unusual nature other than
as disclosed in the financial statements.
Dividends
The amount of dividends paid by the Company since 31 December 2006 were as follows:
In respect of the financial year ended 31 December 2006 as reported in the directors’ report of that year:
RM’000
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December
2007, of 5.0 sen less 26% taxation on 1,518,949,379 ordinary shares, amounting to a dividend payable of
RM56,201,127 will be proposed for shareholders’ approval. The financial statements for the current financial
year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for
in equity as an appropriation of retained earnings in the financial year ending 31 December 2008.
The salient features and other terms of the ESOS are disclosed in Note 29 to the financial statements.
The Company has been granted an exemption by the Companies Commission of Malaysia from having to disclose
the names of the eligible employees who have been granted options to subscribe for less than 500,000 ordinary
shares of RM1 each. Details of options granted to directors are disclosed in the section on Directors’ interests in
this report.
Directors’ Report
Directors
The names of the directors of the Company in office since the date of the last report and at the date of this report
are:
In accordance with Article 82 of the Company’s Articles of Association, Datuk Abdul Hamed Bin Sepawi and Tan
Sri Datuk Amar Haji Abdul Aziz Bin Dato Haji Husain retire by rotation at the forthcoming Annual General Meeting
and, being eligible, offer themselves for re-election.
Directors’ benefits
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to
which the Company was a party, whereby the directors might acquire benefits by means of the acquisition of
shares in or debentures of the Company or any other body corporate, other than those arising from the share
options granted under the Employee Share Options Scheme.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other
than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as
shown in the financial statements or the fixed salary of a full-time employee of the Company as shown in Note 7 to
the financial statements) by reason of a contract made by the Company or a related corporation with any director
or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except
as disclosed in Note 33 to the financial statements.
Tan Sri Datuk Amar Haji Abdul Aziz Bin Dato Haji Husain
(Non-Independent Executive Director) – Group Managing Director
Among others, the principal duties and responsibilities of the Committee are to:
(a) identify and recommend to the Board candidates for directorships to the Board;
(b) make recommendations to the Board on all new or re-appointments of members of the Board;
(c) evaluate the effectiveness of the Board as a whole and the Committees of the Board;
(d) make recommendations to the Board on the Company’s framework of remuneration and its cost and to
determine on behalf of the Board specific remuneration packages and terms and conditions of employment
for the Group; and
(e) make recommendations to the Board on the remuneration of non-executive directors which shall be a
decision of the Board as a whole.
Directors’ Report
Directors’ interests
According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year
in shares and options in the Company and its related corporations during the financial year were as follows:
Direct interest:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making
of provision for doubtful debts and satisfied themselves that all known bad debts had been written off
and that adequate provision had been made for doubtful debts; and
(ii) to ensure that current assets which were unlikely to realise their value as shown in the accounting
records in the ordinary course of business had been written down to an amount which they might be
expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial
statements of the Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company
misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which
would render adherence to the existing method of valuation of assets or liabilities of the Group and of the
Company misleading or inappropriate.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this
report or financial statements of the Group and of the Company which would render any amount stated in
the financial statements misleading.
Directors’ Report
(i) any charge on the assets of the Group and of the Company which has arisen since the end of the
financial year which secures the liabilities of any other person; or
(ii) any contingent liability of the Group and of the Company which has arisen since the end of the
financial year.
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the
period of twelve months after the end of the financial year which will or may affect the ability of the
Group and of the Company to meet their obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the
end of the financial year and the date of this report which is likely to affect substantially the results of
the operations of the Group and of the Company for the financial year in which this report is made.
Significant events
Details of significant events are disclosed in Note 35 to the financial statements.
Subsequent events
Details of subsequent events are disclosed in Note 36 to the financial statements.
Controlling shareholder
The Directors regard State Financial Secretary, Sarawak, a statutory corporation established under the State
Financial Secretary (Incorp oration) Ordinance of Sarawak, as the controlling shareholder of the Company.
Auditors
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors dated 30 April 2008.
Tan Sri Datuk Amar Haji Abdul Aziz Bin Dato’ Nordin Baharuddin
Dato Haji Husain
Statement by Directors
Pursuant to Section 169(15) of the Companies Act, 1965
We, Tan Sri Datuk Amar Haji Abdul Aziz Bin Dato Haji Husain and Dato’ Nordin Baharuddin, being two of
the directors of Sarawak Energy Berhad, do hereby state that, in the opinion of the directors, the accompanying
financial statements set out on pages 50 to 100 are drawn up in accordance with the provisions of the Companies
Act, 1965, and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the
financial position of the Group and of the Company as at 31 December 2007 and of the results and the cash flows
of the Group and of the Company for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the directors dated 30 April 2008.
Tan Sri Datuk Amar Haji Abdul Aziz Bin Dato’ Nordin Baharuddin
Dato Haji Husain
Statutory Declaration
Pursuant to Section 169(16) of the Companies Act, 1965
I, Haji Sulaiman Bin Haji Abdul Hamid, being the person primarily responsible for the financial management of
Sarawak Energy Berhad, do solemnly and sincerely declare that the accompanying financial statements set out
on pages 50 to 100 are in my opinion correct, and I make this solemn declaration conscientiously believing the
same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Before me,
Auditors’ Report
It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to
report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other
purpose. We do not assume responsibility to any other person for the content of this report.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the directors, as well as evaluating the overall presentation of
the financial statements. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies
Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of:
(i) the financial position of the Group and of the Company as at 31 December 2007 and of the results
and the cash flows of the Group and of the Company for the year then ended; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial
statements; and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions
of the Act.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate and proper for the purposes of the preparation
of the consolidated financial statements and we have received satisfactory information and explanations required
by us for those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did
not include any comment required to be made under Section 174(3) of the Act.
Kuching, Malaysia
Date: 30 April 2008
Income Statements
for the year ended 31 December 2007
Group Company
Note 2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Attributable to:
Equity holder of the Company 335,462 255,785 135,328 (51,595)
Minority interests 1,949 2,002 - -
Diluted Not
22.1 applicable
Balance Sheets
as at 31 December 2007
Group Company
Note 2007 2006 2007 2006
(Restated) (Restated)
RM’000 RM’000 RM’000 RM’000
ASSETS
Non-current assets
Current assets
Balance Sheets
as at 31 December 2007 (Cont’d)
Group Company
Note 2007 2006 2007 2006
(Restated) (Restated)
RM’000 RM’000 RM’000 RM’000
Non-current liabilities
2,846,063 2,422,968 - -
Current liabilities
At 1 January 2006 1,518,949 85,355 73,128 - 94,147 317,977 2,089,556 12,404 2,101,960
At 31 December 2006 1,518,949 85,355 73,128 - 94,147 533,511 2,305,090 14,406 2,319,496
At 1 January 2007 1,518,949 85,355 73,128 - 94,147 533,511 2,305,090 14,406 2,319,496
At 31 December 2007 1,518,949 85,355 73,128 904 94,147 823,511 2,595,994 16,147 2,612,141
for the year ended 31 December 2007
Consolidated Statement of Changes in Equity
SARAWAK ENERGY BERHAD
53
54
Non-Distributable Distributable
Capital
Share redemption Share option General Retained
Note capital reserves reserves reserves earnings Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group Company
2007 2006 2007 2006
(Restated) (Restated)
RM’000 RM’000 RM’000 RM’000
Adjustments for:
Amortisation of prepaid land lease payments 3,211 3,188 350 350
Bad debts written off 144 137 - -
Depreciation of property, plant and equipment 255,048 251,413 400 335
Dividend income (47) (270) (100,000) (150,578)
Gain on disposal of investments (2,170) (124) (2,136) (1)
Gain on disposal of investment
in an associate (11,835) - - -
Loss on disposal of prepaid land
lease payment 122 - - -
Loss/(gain) on disposal of
property, plant and equipment 996 (241) 216 47
Interest expenses 457 896 - -
Interest income (22,210) (16,158) (1,635) (714)
Profit payments on islamic debt securities 34,897 31,744 - -
Property, plant and equipment written off 82 - - -
Provision for doubtful debts less provision
no longer required 72 173 (64,560) 80,902
Release of deferred income (68,650) (65,755) - -
Negative goodwill on
acquisition of additional equity in subsidiary (8) - - -
Reversal of write-down of inventories (162) (628) - -
Share of results of associates (20,380) 28,775 - -
Share options granted under ESOS 904 - 48 -
Unrealised loss on foreign exchange 78 - - -
Waiver of debts owing by subsidiaries - - - 97,715
Write-back for accrued loan interest - (23,992) - -
Write-back for impairment
in value of investment in an associate (36,060) (31,240) - -
Net cash from/(used in) operating activities 539,012 288,754 48,204 (9,672)
Group Company
2007 2006 2007 2006
(Restated) (Restated)
RM’000 RM’000 RM’000 RM’000
Net cash (used in)/from investing activities (608,280) (110,276) 75,446 52,718
Net cash from/(used in) financing activities 310,083 (4,213) (45,462) (42,652)
Net increase in cash and cash equivalents 240,815 174,265 78,188 394
The principal activity of the Company is investment holding. The principal activities of the subsidiaries of the
Company are described in Note 13 to the financial statements. There have been no significant changes in
the nature of these principal activities during the financial year.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution
of the directors on 30 April 2008.
The financial statements comply with the provisions of the Companies Act, 1965 and applicable
Financial Reporting Standards in Malaysia. At the beginning of the current financial year, the Group
and the Company had adopted new and revised Financial Reporting Standards (“FRSs”) which are
mandatory for the current financial year as described fully in Note 2.3.
The financial statements of the Group and of the Company have also been prepared on a historical
basis except as disclosed in the significant accounting policies.
The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the
nearest thousand (RM’000) except when otherwise indicated.
Subsidiaries are entities over which the Group has ability to control the financial and
operating policies so as to obtain benefits from their activities. The existence and effect
of potential voting rights that are currently exercisable or convertible are considered when
assessing whether the Group has such power over another entity.
The consolidated financial statements comprise the financial statements of the Company
and its subsidiaries as at the balance sheet date. The financial statements of the subsidiaries
are prepared for the same reporting date as the Company.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases.
In preparing the consolidated financial statements, intragroup balances, transactions
and unrealised gains or losses are eliminated in full. Uniform accounting policies are
adopted in the consolidated financial statements for like transactions and events in similar
circumstances.
Acquisitions of subsidiaries are accounted for using the purchase method. The purchase
method of accounting involves allocating the cost of the acquisition to the fair value of the
assets acquired and liabilities and contingent liabilities assumed at the date of acquisition.
The cost of an acquisition is measured as the aggregate of the fair values, at the date
of exchange, of the assets given, liabilities incurred or assumed, and equity instruments
issued, plus any costs directly attributable to the acquisition.
Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities represents goodwill. Any excess of
the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities over the cost of acquisition is recognised immediately in profit or loss.
Minority interests represent the portion of profit or loss and net assets in subsidiaries not
held by the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’
identifiable assets and liabilities at the acquisition date and the minorities’ share of changes
in the subsidiaries’ equity since then.
(b) Associates
Associates are entities in which the Group has significant influence and that is neither a
subsidiary nor an interest in a joint venture. Significant influence is the power to participate in
the financial and operating policy decisions of the investee but not in control or joint control over
those policies.
Investments in associates are accounted for in the consolidated financial statements using the
equity method of accounting. Under the equity method, the investment in associate is carried
in the consolidated balance sheet at cost adjusted for post-acquisition changes in the Group’s
share of net assets of the associate. The Group’s share of the net profit or loss of the associate is
recognised in the consolidated profit or loss. Where there has been a change recognised directly
in the equity of the associate, the Group recognises its share of such changes. In applying
the equity method, unrealised gains and losses on transactions between the Group and the
associate are eliminated to the extent of the Group’s interest in the associate. After application
of the equity method, the Group determines whether it is necessary to recognise any additional
impairment loss with respect to the Group’s net investment in the associate. The associate is
equity accounted for from the date the Group obtains significant influence until the date the
Group ceases to have significant influence over the associate.
Goodwill relating to an associate is included in the carrying amount of the investment and is not
amortised. Any excess of the Group’s share of the net fair value of the associate’s identifiable
assets, liabilities and contingent liabilities over the cost of the investment is excluded from the
carrying amount of the investment and is instead included as income in the determination of the
Group’s share of the associate’s profit or loss in the period in which the investment is acquired.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate,
including any long-term interests that, in substance, form part of the Group’s net investment in
the associate, the Group does not recognise further losses, unless it has incurred obligations or
made payments on behalf of the associate.
The most recent available financial statements of the associates are used by the Group in
applying the equity method. Where the dates of the audited financial statements used are not
coterminous with those of the Group, the share of results is arrived at from the last audited
financial statements available and management financial statements to the end of the accounting
period. Uniform accounting policies are adopted for like transactions and events in similar
circumstances.
In the Company’s separate financial statements, investments in associates are stated at cost
less impairment losses.
On disposal of such investments, the difference between net disposal proceeds and their carrying
amounts is included in profit or loss.
(i) Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess
of the cost of business combination over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities. Following the initial recognition,
goodwill is measured at cost less any accumulated impairment losses. Goodwill is not
amortised but instead, it is reviewed for impairment, annually or more frequently if events
or changes in circumstances indicate that the carrying value may be impaired. Gains and
losses on the disposal of an entity include the carrying amount of goodwill relating to the
entity sold.
All items of property, plant and equipment are initially recorded at cost. Subsequent costs are
included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group
and the cost of the item can be measured reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance are charged to the income statement during
the financial period in which they are incurred.
Subsequent to recognition, property, plant and equipment except for freehold land are stated at
cost less accumulated depreciation and any accumulated impairment losses.
Certain items of property, plant and equipment of the Group have not been revalued since 1993.
The Directors have not adopted a policy of regular revaluations of such assets and no later
valuation has been recorded. As permitted under the transitional provisions of IAS 16 (Revised):
Property, Plant and Equipment, these assets continue to be stated at their 1996 valuation less
accumulated depreciation. The above transitional provisions are available only on the first
application of the MASB Approved Accounting Standard IAS 16 (Revised): Property, Plant and
Equipment which is effective for periods ending on or after 1 September 1998. By virtue of this
transitional provision, an entity that had recorded its property, plant and equipment at revalued
amounts but had not adopted a policy of revaluation has been allowed to continue carrying
those assets on the basis of their previous revaluations subject to continuity in its depreciation
policy and the requirement to write down the assets to their recoverable amounts for impairment
adjustments. The transitional provisions will remain in force until and unless the entity chooses
to adopt a revaluation policy in place of a cost policy. When that happens, FRS 116 (which
supersedes IAS 16) would require revaluations to be carried out at regular intervals.
Any revaluation surplus is credited to the revaluation reserve included within equity, except to the
extent that it reverses a revaluation decrease for the same asset previously recognised in profit
or loss, in which case the increase is recognised in profit or loss to the extent of the decrease
previously recognised. A revaluation deficit is first offset against unutilised previously recognised
revaluation surplus in respect of the same asset and the balance is thereafter recognised in
profit or loss. Upon disposal or retirement of an asset, any revaluation reserve relating to the
particular asset is transferred directly to retained earnings.
Freehold land has unlimited useful life and therefore is not depreciated. Capital work-in-progress
are not depreciated as these assets are not available for use. Depreciation of other property,
plant and equipment is provided for on a straight-line basis to write off the cost of each asset to
its residual value over the estimated useful life, at the following annual rates:
Buildings - 2% to 5%
Structures and improvements - 1.33% to 10%
Plant and machinery - 4% to 20%
Lines and distribution mains - 4%
Distribution services - 4% to 10%
Meters - 6.67%
Public Lighting - 4%
Furniture, fittings, equipment and others - 6.67% to 50%
Motor vehicles - 10% to 20%
The residual values, useful life and depreciation method are reviewed at each financial year-
end to ensure that the amount, method and period of depreciation are consistent with previous
estimates and the expected pattern of consumption of the future economic benefits embodied in
the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected from its use or disposal. The difference between the net disposal
proceeds, if any and the net carrying amount is recognised in profit or loss and the unutilised
portion of the revaluation surplus on that item is taken directly to retained earnings.
Property development costs comprise all costs that are directly attributable to development
activities or that can be allocated on a reasonable basis to such activities.
When the financial outcome of a development activity can be reliably estimated, property
development revenue and expenses are recognised in the income statement by using the stage
of completion method. The stage of completion is determined by the proportion that property
development costs incurred for work performed to date bear to the estimated total property
development costs.
Where the financial outcome of a development activity cannot be reliably estimated, property
development revenue is recognised only to the extent of property development costs incurred
that is probable will be recoverable, and property development costs on properties sold are
recognised as expense in the period in which they are incurred.
Any expected loss on a development project, including costs to be incurred over the defects
liability period, is recognised as an expense immediately.
Property development costs not recognised as an expense are recognised as an asset, which is
measured at the lower of cost and net realisable value.
The excess of revenue recognised in the income statement over billings to purchasers is
classified as accrued billings within trade receivables and the excess of billings to purchasers
over revenue recognised in the income statement is classified as progress billings within trade
payables.
Where the outcome of a construction contract can be reliably estimated, contract revenue and
contract costs are recognised as revenue and expenses respectively by using the stage of
completion method. The stage of completion is measured by reference to the proportion of
contract costs incurred for work performed to date to the estimated total contract costs.
Where the outcome of a construction contract cannot be reliably estimated, contract revenue
is recognised to the extent of contract costs incurred that it is probable will be recoverable.
Contract costs are recognised as expenses in the period in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss
is recognised as an expense immediately.
When the total costs incurred on construction contracts plus recognised profits (less recognised
losses) exceeds progress billings, the balance is classified as amount due from customers on
contracts. When progress billings exceed costs incurred plus recognised profits (less recognised
losses), the balance is shown as amount due to customers on contracts.
The carrying amounts of assets, other than investment property, construction contract assets,
property development costs, inventories, deferred tax assets and non-current assets (or disposal
groups) held for sale, are reviewed at each balance sheet date to determine whether there is
any indication of impairment. If any such indication exists, the asset’s recoverable amount is
estimated to determine the amount of impairment loss.
For the purpose of impairment testing of these assets, recoverable amount is determined
on an individual asset basis unless the asset does not generate cash flows that are largely
independent of those from other assets. If this is the case, recoverable amount is determined for
the cash-generating unit (CGU) to which the asset belongs to. Goodwill acquired in a business
combination is, from the acquisition date, allocated to each of the Group’s CGUs, or groups
of CGUs, that are expected to benefit from the synergies of the combination, irrespective of
whether other assets or liabilities of the Group are assigned to those units or groups of units.
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell
and its value in use. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. Where the carrying amount of an asset
exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are
allocated first to reduce the carrying amount of any goodwill allocated to those units or groups
of units and then, to reduce the carrying amount of the other assets in the unit or groups of units
on a pro-rata basis.
An impairment loss is recognised in profit or loss in the period in which it arises, unless the
asset is carried at a revalued amount, in which case the impairment loss is accounted for as a
revaluation decrease to the extent that the impairment loss does not exceed the amount held in
the asset revaluation reserve for the same asset.
Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an
asset other than goodwill is reversed if, and only if, there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was recognised.
The carrying amount of an asset other than goodwill is increased to its revised recoverable
amount, provided that this amount does not exceed the carrying amount that would have been
determined (net of amortisation or depreciation) had no impairment loss been recognised for the
asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognised
in profit or loss, unless the asset is carried at revalued amount, in which case, such reversal is
treated as a revaluation increase.
(h) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined using the weighted average cost method. The cost of raw materials
comprises costs of purchase. The costs of finished goods and work-inprogress comprise costs
of raw materials, direct labour, other direct costs and appropriate proportions of manufacturing
overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs necessary to make the sale.
Financial instruments are recognised in the balance sheet when the Group has become a party
to the contractual provisions of the instrument.
Financial instruments are classified as liabilities or equity in accordance with the substance
of the contractual arrangement. Interest, dividends, gains and losses relating to a financial
instruments classified as a liability are reported as income or expense. Distributions to holders of
financial instruments classified as equity are recognised directly in equity. Financial instruments
are offset when the Group has a legally enforceable right to offset and intends to settle either on
a net basis or to realise the asset and settle the liability simultaneously.
For the purposes of the cash flow statements, cash and cash equivalents include cash and
bank balances and short-term highly liquid investments which have an insignificant risk of
changes in value, net of outstanding bank overdrafts.
Non-current investments other than investments in subsidiaries and associates are stated
at cost less impairment losses. On disposal of an investment, the difference between net
disposal proceeds and its carrying amount is recognised in profit or loss.
Marketable securities are carried at the lower of cost and market value, determined on an
aggregate basis. Cost is determined on the weighted average basis while market value
is determined based on quoted market values. Increases or decreases in the carrying
amount of marketable securities are recognised in profit or loss. On disposal of marketable
securities, the difference between net disposal proceeds and the carrying amount is
recognised in profit or loss.
Receivables are carried at anticipated realisable values. Bad debts are written off when
identified. An estimate is made for doubtful debts based on a review of all outstanding
amounts as at the balance sheet date.
(v) Payables
Payables are stated at the fair value of the consideration to be paid in the future for goods
and services received.
All loans and borrowings are recognised at the fair value of the consideration received less
directly attributable transaction costs.
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in
equity in the period in which they are declared.
The transaction costs of an equity transaction are accounted for as a deduction from equity,
net of tax. Equity transaction costs comprise only those incremental external costs directly
attributable to the equity transaction which would otherwise have been avoided.
The Group uses derivative financial instruments, including interest rate swaps to hedge its
exposure to interest rate risks arising from operational, financing and investment activities.
In accordance with its treasury policy, the Group does not hold or issue derivative financial
instruments for trading purposes.
Net differentials in interest receipts and payments arising from interest rate swap contracts
are recognised as interest income or expense over the period of the contract.
(j) Leases
(i) Classification
A lease is recognised as a finance lease if it transfers substantially to the Group all the
risks and rewards incidental to ownership. Leases of land and buildings are classified
as operating or finance leases in the same way as leases of other assets and the land
and buildings elements of a lease of land and buildings are considered separately for the
purposes of lease classification.
Assets acquired by way of hire purchase of finance leases are stated at an amount equal
to the lower of their fair values and the present value of the minimum lease payments at
the inception of the leases, less accumulated depreciation and impairment losses. The
corresponding liability is included in the balance sheet as borrowings. In calculating the
present value of the minimum lease payments, the discount factor used is the interest rate
implicit in the lease, when it is practicable to determine otherwise, the Group’s incremental
borrowing rate is used.
Lease payments are apportioned between the finance costs and the reduction of the
outstanding liability. Finance costs, which represent the difference between the total leasing
commitments and the fair value of the assets acquired, are recognised as an expense in
the income statement over the term of the relevant lease so as to produce a constant
periodic rate of charge on the remaining balance of the obligations for each accounting
period.
The depreciation policy for leased assets is consistent with that for depreciable property,
plant and equipment as described in Note 2.2(d).
Operating lease payments are recognised as an expense on a straight-line basis over the
term of the relevant lease. The aggregate benefit of incentives provided by the lessor is
recognised as a reduction of rental expense over the lease term on a straight-line basis.
In the case of a lease of land and buildings, the minimum lease payments or the up-front
payments made are allocated, whenever necessary, between the land and the buildings
elements in proportion to the relative fair values for leasehold interests in the land element
and buildings element of the lease at the inception of the lease. The up-front payment
represents prepaid lease payments and are amortised on a straight-line basis over the
lease term.
Assets leased out under operating leases are presented on the balance sheet according to
the nature of the assets. Rental income from operating lease is recognised on a straight-
line basis over the term of the relevant lease (Note 2.2(q)(vi)). Initial direct costs incurred
in negotiating and arranging an operating lease are added to the carrying amount of the
leased asset and recognised on a straight-line basis over the lease term.
All other borrowing costs are recognised in profit or loss in the period in which they are
incurred.
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is
the expected amount of income taxes payable in respect of the taxable profit for the year and is
measured using the tax rates that have been enacted at the balance sheet date.
Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are
recognised for all taxable temporary differences and deferred tax assets are recognised for all
deductible temporary differences, unused tax losses and unused tax credits to the extent that it is
probable that taxable profit will be available against which the deductible temporary differences,
unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the
temporary difference arises from goodwill or negative goodwill or from the initial recognition of
an asset or liability in a transaction which is not a business combination and at the time of the
transaction, affects neither accounting profit nor taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset
is realised or the liability is settled, based on tax rates that have been enacted or substantively
enacted at the balance sheet date. Deferred tax is recognised as income or an expense and
included in the profit or loss for the period, except when it arises from a transaction which is
recognised directly in equity, in which case the deferred tax is also recognised directly in equity,
or when it arises from a business combination that is an acquisition, in which case the deferred
tax is included in the resulting goodwill the amount of any excess of acquirer’s interest in the net
fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of
the combination.
(m) Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event
and it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation, and a reliable estimate of the amount can be made. Provisions are
reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where
the effect of the time value of money is material, provisions are discounted using a current pre-
tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is
used, the increase in the provision due to the passage of time is recognised as finance cost.
Provision for restructuring costs is recognised when a detailed and formal restructuring plan has
been approved, and the restructuring has either commenced or has been announced publicly.
Costs relating to ongoing activities are not provided for.
Wages, salaries, bonuses and social security contributions are recognised as an expense
in the year in which the associated services are rendered by employees. Short term
accumulating compensated absences such as paid annual leave are recognised when
services are rendered by employees that increase their entitlement to future compensated
absences. Short term nonaccumulating compensated absences such as sick leave are
recognised when the absences occur.
Following the adoption of applicable Approved Accounting Standard by MASB, FRS 1192004
Employee Benefits and Amendment to FRS 1192004 Employee Benefits – Actuarial Gains
and Losses, Group Plans and Disclosures, the Group has previously made provisions
amounting to RM3.1 million for its unfunded post employment medical benefits for its
eligible employees. No further provision is made for the period under review. However,
post employment medical expenses were recognised continuously in the income statement
when incurred. The Group is in the process of obtaining actuarial valuation in respect of the
Group’s obligations under the defined benefit plan, so as to conform with the requirements
of the Standards.
At each balance sheet date, the Group revises its estimates of the number of options that
are expected to become exercisable on vesting date. It recognises the impact of the revision
of original estimates, if any, in the profit or loss, and a corresponding adjustment to equity
over the remaining vesting period. The equity amount is recognised in the share option
reserve until the option is exercised, upon which it will be transferred to share premium, or
until the option expires, upon which it will be transferred directly to retained earnings.
The proceeds received net of any directly attributable transaction costs are credited to
equity when the options are exercised.
The individual financial statements of each entity in the Group are measured using the
currency of the primary economic environment in which the entity operates (“the functional
currency”). The consolidated financial statements are presented in Ringgit Malaysia (RM),
which is also the Company’s functional currency.
Exchange differences arising on the settlement of monetary items, and on the translation
of monetary items, are included in profit or loss for the period.
The principal exchange rates concerned ruling at balance sheets date used are as
follows:
2007 2006
RM RM
Certain consumers are required to contribute towards the cost of revenue earning capital
projects. These contributions together with government grants in respect of capital expenditure
are credited to the deferred income account and released to the income statement on a straight
line basis over the expected useful lives of the assets except for those relating to projects not
yet completed.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to
the Group and the revenue can be reliably measured. The following specific recognition criteria
must also be met before revenue is recognised:
Revenue is recognised net of sales taxes and upon transfer of significant risks and
rewards of ownership to the buyer. Revenue is not recognised to the extent where there
are significant uncertainties regarding recovery of the consideration due, associated costs
or the possible return of goods.
Interest income is recognised on an accrual basis using the effective interest method.
Dividend income is recognised when the Group’s right to receive payment is established.
Revenue from construction contracts is accounted for by the stage of completion method
as described in Note 2.2(f).
(vi) Revenue from parking and maintenance fees and rental income
Revenue from sale of development properties is accounted for by the stage of completion
method as described in Note 2.2(e).
2.3 Changes in accounting policies and effects arising from adoption of new and
revised FRSs
On 1 January 2007, the Group and the Company adopted the following FRSs mandatory for the
current financial year:
The adoption of the above Amendment, IC Interpretations and FRSs is not expected to have any
significant effects on the financial statements of the Group for the year ending 31 December 2008.
The adoption of new and revised FRS 6 and FRS 124 does not result in significant changes in
accounting policies of the Group. The principal change in accounting policy and its effects resulting
from the adoption of the other revised FRS is discussed below:
Prior to 1 January 2007, leasehold land held for own use was classified as property, plant and
equipment and was stated at cost less accumulated depreciation and impairment losses. The
leasehold land was revalued in 1993. The adoption of the revised FRS 117 has resulted in a
change in the accounting policy relating to the classification of leases of land and buildings.
Leases of land and buildings are classified as operating or finance leases in the same way as
leases of other assets and the land and buildings elements of a lease of land and buildings are
considered separately for the purposes of lease classification. Leasehold land held for own
use is now classified as operating lease and where necessary, the minimum lease payments
or the up-front payments made are allocated between the land and the buildings elements in
proportion to the relative fair values for leasehold interests in the land element and buildings
element of the lease at the inception of the lease. The up-front payment represents prepaid
lease payments and are amortised on a straight-line basis over the lease term.
The Group and the Company have applied the change in accounting policy in respect of
leasehold land in accordance with the transitional provisions of FRS 117. At 1 January 2007, the
unamortised amount of leasehold land is retained as the surrogate carrying amount of prepaid
lease payments as allowed by the transitional provisions. The reclassification of leasehold land
as prepaid lease payments has been accounted for retrospectively and as disclosed in Note
2.3(c), certain comparatives have been restated. The effects on the balance sheets as at 31
December 2007 are set out in Note 2.3(b). There were no effects on the income statements for
the year ended 31 December 2007.
The following table provides the extent to which the line items in the balance sheets for the year
ended 31 December 2007 is higher or lower than it would have been had the previous policy
been applied in the current year.
Description of changes
Property, plant and equipment (129,800)
Prepaid land lease payments 129,800
Company
Description of changes
Property, plant and equipment (18,984)
Prepaid land lease payments 18,984
The following comparative amounts have been restated as result of adopting the new and revised
FRS:
Increase/
(decrease)
Previously FRS 117
stated Note 2.3(a) Restated
RM’000 RM’000 RM’000
Group
Description of changes
At 31 December 2006
Company
Description of changes
At 31 December 2006
4. Finance costs
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
64,624 35,806 - -
Less: Amount capitalised in capital
work-in-progress (Note 11)
- Interest expense on bridging loan - (2,890) - -
- Profit payments on islamic debt securities (29,177) (179) - -
35,447 32,737 - -
Auditors’ remuneration
- statutory audits
current year 225 205 60 60
under/(over)provision in prior years 17 (1) 2 -
- other services
current year 30 515 30 420
Bad debts written off 144 137 - -
Depreciation of property, plant and
equipment 255,048 251,413 400 335
Directors’ remuneration (Note 7) 2,279 1,038 1,058 336
Employee benefits expense (Note 6) 156,070 141,038 3,724 1,933
Finance costs (Note 4) 35,447 32,737 - -
Loss on disposal of property, plant
and equipment 1,051 69 220 61
Loss on disposal of prepaid land lease payment 122 - - -
Amortisation of prepaid land lease payments
(Note 12) 3,211 3,188 350 350
After crediting:
Dividends (gross)
- unquoted subsidiary - - 100,000 150,380
- quoted investments 47 270 - 198
Gain on disposal of marketable securities 34 - - -
Gain on disposal of property, plant and
equipment 55 310 4 14
Gain on disposal of other investments 2,136 124 2,136 1
Gain on disposal of investment
in an associate 11,835 - - -
Gain on foreign exchange
- realised 430 2,509 - -
- unrealised - 5 - -
Interest income
- subsidiaries - - 170 348
- fixed deposits 22,210 15,266 1,464 366
- others - 892 - -
Negative goodwill on acquisition of
additional equity in subsidiary 8 - - -
Release of deferred income 68,650 65,755 - -
Rental income 4,323 4,010 - -
Reversal of provision for doubtful debts - - 64,560 -
Reversal of write-down of inventories 162 628 - -
Write-back for accrued loan interest - 23,992 - -
Write-back for impairment in value of
investment in associates 36,060 31,240 - -
Included in employee benefits expense of the Group and of the Company are executive directors’ remuneration
amounting to RM1,473,545 (2006: RM364,751) and RM734,042 (2006: RMNil) respectively.
Other directors
Emoluments 751 367 - -
Fees 260 201 - -
Benefits-in-kind 4 12 - -
Share options granted under ESOS (Note 29) 24 - - -
1,039 580 - -
The number of directors of the Company whose total remuneration falls within the following bands is
analysed below:
Number of Directors
2007 2006
Executive Directors
RM850,001 – RM900,000 1 -
Non-executive Directors
<RM50,000 1 2
RM50,001 - RM100,000 5 4
RM100,001 - RM150,000 - 1
Income tax:
Income tax expense for the year 65,522 45,137 27,000 42,162
(Over)/underprovided in prior years (167) 772 (1,785) 14
Income tax is calculated at the statutory tax rate of 27% (2006: 28%) of the estimated assessable profit
for the year. The statutory tax rate will be reduced to 26% from the current year’s rate of 27% effective
year of assessment 2008 and to 25% in subsequent years. The computation of deferred tax rate as at 31
December 2007 has reflected these changes.
2007 2006
RM’000 RM’000
Group
Taxation at Malaysian statutory tax rate of 27% (2006: 28%) 108,196 74,050
Effect of income subject to tax rate of 20% (80) (31)
Effect of changes in tax rates (15,348) (27,966)
Effect of expenses not deductible for tax purposes 1,770 7,310
Effect of income not subject to tax (14,508) (17,925)
Effect of utilisation of unrecognised tax losses, unabsorbed
capital allowances, reinvestment and investment allowances (10,097) (13,313)
Effect of share of results of associates (5,503) 8,057
Deferred tax assets not recognised during the year 48 396
(Over)/under provision of taxation in prior years (167) 772
Overprovision of deferred taxation in prior years (995) (24,671)
Company
Taxation at Malaysian statutory tax rate of 27% (2006: 28%) 43,347 (9,102)
Effect of expenses not deductible for tax purposes 1,662 52,217
Effect of income not subject to tax (18,009) (15)
Effect of utilisation of previously unrecognised tax losses - (938)
(Over)/underprovision of taxation in prior years (1,785) 14
Overprovision of deferred taxation in prior year - (23,089)
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
As at 31 December 2007, the deferred tax assets of certain subsidiaries are not recognised as the
availability of future taxable profit (against which the unutilised tax losses, unabsorbed capital allowances
and investment allowances may be absorbed) cannot be determined with certainty.
Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary
equity holders of the Company by the weighted average number of ordinary shares in issue during the
financial year, excluding treasury shares held by the Company:
2007 2006
RM’000 RM’000
Profit attributable to ordinary equity holders
of the Company 335,462 255,785
2007 2006
’000 ’000
(b) Diluted
For the purpose of calculating diluted earning per share, the profit for the year attributable to ordinary
equity holders of the Company and the weighted average number of ordinary shares in issue during
the financial year have been adjusted for the dilutive effects of all potential ordinary shares, i.e. share
options granted to employees.
2007 2006
’000 ’000
10. Dividends
Dividends in respect Dividends recognised
of year in year
2007 2006 2005 2007 2006
RM’000 RM’000 RM’000 RM’000 RM’000
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31
December 2007, of 5.0 sen less 26% taxation on 1,518,949,379 ordinary shares, amounting to a total
dividend of RM56,201,127 will be proposed for shareholders’ approval. The financial statements for the
current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders,
will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31
December 2008.
At 31 December 2007
Cost / valuation
At 1 January 2007 - 377,108 434,372 2,810,785 1,338,992 467,804 67,427 84,564 286,621 5,867,673
Additions - 3,268 2,992 99,161 37,117 33,522 2,602 6,306 7,352 192,320
Disposals/written off - - - (3,004) (2,269) (466) (878) (3) (2,268) (8,888)
Reclassification 1,180 (1,180) - - - - - - - -
At 31 December 2007 1,180 379,196 437,364 2,906,942 1,373,840 500,860 69,151 90,867 291,705 6,051,105
Accumulated
depreciation
At 1 January 2007 - 148,778 140,495 1,211,476 547,750 209,421 34,325 31,575 208,959 2,532,779
Charge for the year - 13,421 6,773 133,234 53,305 19,368 3,796 3,525 21,626 255,048
Disposals/written off - - - (1,863) (1,308) (395) (866) (3) (1,946) (6,381)
At 31 December 2007 - 162,199 147,268 1,342,847 599,747 228,394 37,255 35,097 228,639 2,781,446
At 31 December 2007 1,180 216,997 290,096 1,564,095 774,093 272,466 31,896 55,770 63,066 3,269,659
4,341,983
SARAWAK ENERGY BERHAD
77
78
11. Property, plant and equipment (Cont’d.)
Motor vehicle
furniture
Structures Lines and fittings,
and Plant and distribution Distribution Public equipment
Buildings improvements machinery mains services Meters lighting and others Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
At 31 December 2006
Cost / valuation
At 1 January 2006 370,884 434,372 2,730,799 1,307,102 450,376 63,700 80,767 262,714 5,700,714
Additions 6,243 - 103,000 32,206 17,428 3,985 3,797 27,277 193,936
Disposals (19) - (23,264) (316) - (248) - (3,130) (26,977)
Reclassification - - 250 - - (10) - (240) -
(Company No. 007199-D)
At 31 December 2006 377,108 434,372 2,810,785 1,338,992 467,804 67,427 84,564 286,621 5,867,673
Accumulated depreciation
At 1 January 2006 135,327 134,021 1,098,349 495,851 191,008 30,807 28,287 188,553 2,302,203
Depreciation charge for
31 December 2007
the year 13,454 6,474 130,787 52,055 18,413 3,765 3,288 23,177 251,413
Disposals/written off (3) - (17,691) (156) - (246) - (2,741) (20,837)
Reclassification - - 31 - - (1) - (30) -
At 31 December 2006 148,778 140,495 1,211,476 547,750 209,421 34,325 31,575 208,959 2,532,779
At 31 December 2006 228,330 293,877 1,599,309 791,242 258,383 33,102 52,989 77,662 3,334,894
3,765,040
NOTES TO THE FINANCIAL STATEMENTS
SARAWAK ENERGY BERHAD (Company No. 007199-D)
(b) Included in the capital work-in-progress are projects of a subsidiary completed up to 31 December
2007 but not capitalised amounted to RM7,144,304 (2006: RM6,918,475). The subsidiary is taking
concerted action to identify the total cost of these completed projects and take them to the respective
assets accounts.
(c) The following expenses incurred during the year have been included in capital work-in-progress of
another subsidiary:
Group
2007 2006
RM’000 RM’000
Motor vehicle,
furniture, fittings,
equipment
and others Total
RM’000 RM’000
Company
At 31 December 2007
Cost
Accumulated depreciation
At 31 December 2006
Cost
Accumulated depreciation
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Analysed as:
Long term leasehold land 51,098 53,971 18,984 19,334
Short term leasehold land 78,702 77,553 - -
The title deeds of certain lands of certain subsidiaries are in the process of being registered in the name of
the subsidiaries.
Company
2007 2006
RM’000 RM’000
1,597,924 1,596,613
(a) The amount represents the fair value adjustment for ESOS granted to employees of the subsidiary
companies.
Details of the subsidiaries, all of which are incorporated in Malaysia and audited by Ernst & Young, Malaysia,
are shown below:
Proportion of
Name of Subsidiaries Principal activities ownership interest
2007 2006
% %
Proportion of
Name of Subsidiaries Principal activities ownership interest
2007 2006
% %
* Through the equity interest held by the Company and its subsidiary, Syarikat SESCO Berhad.
# The subsidiaries have yet to commence operations during the financial year.
^ Refer to Note (i) and (ii) below
Acquisition of subsidiaries
(i) On 5 November 2007, the Company acquired 100.0% equity interest in Sarawak Hydro Power
Generation Sdn. Bhd., a company incorporated in Malaysia for a cash consideration of RM2.00.
(ii) On 5 December 2007, the Company acquired 60.0% equity interest in Naungan Pertiwi Sdn. Bhd.
from its wholly-owned subsidiary company, Sarwaja Engineering & Construction Sdn. Bhd. and
another 40.0% from a non-related party, Daya Perumahan Sdn. Bhd. for a total cash consideration of
RM454,800.
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
- 59,660 - -
Less: Accumulated impairment losses - (36,060) - -
- 23,600 - -
Details of the associates, all of which are incorporated in Malaysia, are shown below:
Proportion of
Name of Associates Principal activities ownership interest
2007 2006
% %
Associate of Sejingkat
Power Corporation Sdn. Bhd.:
Gobel Industry Sdn. Bhd. + Coal mining, sales of coal, and
provision of transportation,
manpower supply and machinery
services 20.00 20.00
Proportion of
Name of Associates Principal activities ownership interest
2007 2006
% %
* During the financial year, the Company acquired 20% equity interest in Sarawak Coal Resources Sdn.
Bhd. from its wholly-owned subsidiary, Syarikat SESCO Berhad and another 10% from State Financial
Secretary, Sarawak, for a total cash consideration of RM600,000.
** During the financial year, the Company’s wholly-owned subsidiary, Dasar Untung Sdn. Bhd. disposed
off its entire equity interest in Encorp Berhad to a non-related party, Pegang Impian Holding Sdn. Bhd.
for a cash consideration of RM86.14 million.
All the companies are audited by Ernst & Young, Malaysia except for those marked + which are audited by
other firms.
Group
2007 2006
RM’000 RM’000
Results
Revenue 132,699 244,752
Profit/(loss) for the year 10,052 (111,976)
Cost
At 1 January 2006 2,236 (2,401) (165)
Effect of adopting FRS 3 - 2,401 2,401
The amounts due from subsidiaries are unsecured and have no fixed terms of repayment. Interest is
charged on the interest-bearing portion at rates ranging from 5.0% to 6.4% (2006: 5.0% to 6.4%) per
annum.
Company
2007 2006
RM’000 RM’000
The amount due to subsidiaries is unsecured, non-interest bearing and has no fixed term of repayment.
100,273 100,273
18. Inventories
Cost
Finished goods 2,282 5,438
Raw materials and consumables 246,536 264,185
Work-in-progress 5,775 2,948
Inventories in transit 160 328
254,753 272,899
Less: Provision for slow-moving inventories
and inventories obsolescence (4,992) (4,922)
249,761 267,977
- 1,607
Trade receivables
Trade receivables 155,183 150,625 - -
Less: Provision for doubtful debts (2,903) (3,070) - -
Other receivables
Deposits 347 358 94 145
Prepayments 5,850 1,509 29 6
Sundry receivables 114,429 132,802 41,617 90
Current tax assets 2,294 130 1,841 56
Included in sundry receivables of the Group and of the Company are advances to the contractor for the
power plants undertaken by the Group amounting to RM60.2 million (2006: RM85.5 million) and RM39.7
million (2006: RMNil) respectively.
The Group’s normal trade credit term ranges from 14 days to 60 days. Other credit terms are assessed and
approved on a case-by-case basis.
The Group has no significant concentration of credit risk that may arise from exposures to a single debtor
or to groups of debtors.
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Deposits placed with:
Included in deposits placed with licensed banks are amounts pledged as security for the following:
Group
2007 2006
RM’000 RM’000
The interest rates and the maturities of deposits at balance sheet date range from 2.35% to 4.55% (2006:
2.50% to 3.90%) per annum and on call to 365 days (2006: on call to 365 days) respectively.
At 1 January/31December
1,518,949 ordinary shares of RM1 each 1,518,949 1,518,949
Authorised
At 1 January/31 December:
2,900,000,000 ordinary shares of RM1 each 2,900,000 2,900,000
1,000,000,000 5-year 5% RCPS of RM0.10 each 100,000 100,000
3,000,000 3,000,000
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to
the Company’s residual assets.
Non-distributable:
Distributable:
The nature and purpose of each category of the reserves are as follows:
These reserves include reserves created prior to year 2006 in accordance with Section 21(2)(a) of the
SESCo Ordinance, 1962 which had since been repealed in year 2005.
This reserve represents cancellation of nominal value of ordinary shares arising from purchase of own
shares and cancellation of nominal value of RCPS redeemed in year 2005.
The share option reserve represents the equity-settled share options granted to employees. This
reserve is made up of the cumulative value of services received from employees recorded on grant of
share options.
Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In
accordance with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall
not be entitled to deduct tax on dividend paid, credited or distributed to its shareholders, and such
dividends will be exempted from tax in the hands of the shareholders (“single tier system”). However,
there is a transitional period of six years, expiring on 31 December 2013, to allow companies to
pay franked dividends to their shareholders under limited circumstances. Companies also have an
irrevocable option to disregard the 108 balance and opt to pay dividends under the single tier system.
The change in the tax legislation also provides for the 108 balance to be locked-in as at 31 December
2007 in accordance with Section 39 of the Finance Act 2007.
The Company did not elect for the irrevocable option to disregard the 108 balance. Accordingly, during
the transitional period, the Company may utilise the credit in the 108 balance as at 31 December 2007
to distribute cash dividend payments to ordinary shareholdings as defined under the Finance Act
2007.
As at 31 December 2007, the Company has sufficient credit in the 108 balance to pay franked dividends
out of its entire retained earnings. In addition, the Company has tax exempt profits available for
distribution of approximately RM102 million (2006: RM102 million) as at 31 December 2007, subject
to agreement of the Inland Revenue Board.
Unsecured:
Islamic debt securities 220,000 275,000
Secured:
Islamic debt securities 795,000 356,000
1,015,000 631,000
Short-term borrowings
Unsecured:
Bankers’ acceptances and trust receipts 458 359
Islamic debt securities 55,000 55,000
55,458 55,359
Secured:
Bankers’ acceptances and trust receipts 2,226 505
Revolving credits 6,300 2,700
Islamic debt securities 26,000 25,000
34,526 28,205
89,984 83,564
Total borrowings
1,104,984 714,564
The revolving credits, bankers’acceptances and trust receipts are secured by way of a first fixed
charge over the land and buildings and by way of a debenture covering a first fixed and floating charge
over the entire assets of a subsidiary company.
The revolving credits, bankers’ acceptances and trust receipts bear interest at rates of 0.5% to 1.25%
(2006: 0.5% to 1.25%) per annum above the bankers’ base lending rates.
The amount pledged on the assets of the Group as securities for the borrowings is RM47.6 million
(2006: RM44.9 million).
The details of the islamic debt securities of the Group are as follows:
(i) 11-year RM605 million Al-Bai Bithaman Ajil Islamic Debt Securities (“BaIDS”)
The unsecured islamic debt securities were issued by a subsidiary at interest rates of 3.70% to
6.55% per annum and redeemable by eleven tranches over a period of eleven years commencing
2002 till 2012.
275,000 330,000
The BaIDS of nominal amounts of RM160 million and RM195 million respectively were issued on
15 December 2000 by two subsidiaries of the Group to a licensed bank, the primary subscriber.
Each issue is secured by a security trust deed, a charge in escrow over certain landed property
or assignment of certain lease, as applicable, a first legal charge over designated accounts of
the subsidiaries and assignment of rights, titles and interests of the monies standing to the credit
of these accounts, assignment of rights over specified licence, agreements and insurances, and
a deed of debenture creating a first fixed and floating charge over present and future assets of
the subsidiaries.
The BaIDS are redeemable annually in stages over 6 and 9 years respectively commencing 12
months from the issue date. Profit is payable on the nominal amounts of the BaIDS in tranches
at rates of 4.5% to 7.2% per annum and 4.5% to 8.25% per annum respectively.
56,000 81,000
The 6-year RM160 million BaIDS was fully settled in year 2006.
The amount charged on the assets of the Group as security for the BaIDS in issue is RM276.0
million (2006: RM293.8 million).
This secured borrowing represents the Serial Sukuk Musharakah of up to an aggregate nominal
amount of RM215.0 million (“the Sukuk Musharakah”) issued under the Islamic principle of
Musharakah by a subsidiary to partly finance the development and construction of a coal-fired
power plant in Mukah which is undertaken by another subsidiary of the Group.
This borrowing shall be issued in three tranches over a period of eighteen (18) months to a
licensed bank, the primary subscriber. The first tranche of Sukuk Musharakah up to a nominal
amount of RM105.0 million had been issued in prior year.
The Sukuk Musharakah is secured by a security trust deed, the assignment of certain lease of
the subsidiary, a first legal charge over designated accounts of the subsidiary and assignment
of rights, titles and interests of the monies standing to the credit of these accounts, assignment
of rights over specified licence, agreements and insurances, and a deed of debenture creating
a fixed and floating charge over present and future assets of the subsidiary.
The subsidiary undertakes (and has complied with this undertaking) to maintain during the
tenure of the facilities Service Cover Ratio of not less than 1.25:1.
On 26 June 2007 and 26 December 2007, the second and third tranche of Sukuk Musharakah
up to a total nominal amount of RM110.0 million has been issued. The table below summarises
the profit payment rates and redemption dates of the Sukuk Musharakah as at 31 December
2007:
215.0
This secured borrowing represents the Serial Sukuk Mudharabah of up to an aggregate nominal
amount of RM665.0 million (“the Sukuk Mudharabah”) issued under the Islamic principle of
Mudharabah by a subsidiary to partly finance its development and construction of a coal-fired
power plant in Mukah.
This borrowing shall be issued in five tranches over a period of two years to a licensed bank, the
primary subscriber. The first tranche of Sukuk Mudharabah amounting to a nominal amount of
RM195.0 million had been issued in prior year.
(i) Assignment of all rights, benefits and titles of the subsidiary under its project documents;
(ii) Memorandum of charge to be signed in escrow over the subsidiary’s land upon the issuance
of the land title to the subsidiary;
(iii) Memorandum of first legal charge over designated accounts of the subsidiary and
assignment of rights, titles and interests of the monies standing to the credit of these
accounts; and
(iv) First ranking debenture creating fixed and floating charge over present and future assets
of the subsidiary.
The subsidiary undertakes (and has complied with this undertaking) to maintain during the
tenure of the facilities Service Cover Ratio of not less than 1.25:1.
On 27 June 2007 and 27 December 2007, the second and third tranche of Sukuk Mudharabah
amounting to a nominal amount of RM325.0 million and RM30.0 million respectively, has been
issued. The table below summarises the profit payment rates and redemption dates of the Sukuk
Mudharabah as at 31 December 2007:
550.0
375,704 377,743 - -
The components and movements of deferred tax liabilities during the financial year are as follows:
Deferred tax
arising from
other timing
differences
RM’000
Company
At 1 January 2007 -
Recognised in the income statement -
At 31 December 2007 -
At 31 December 2006 -
Deferred income represents government grants and capital contributions by consumers towards the cost of
capital projects and is analysed as follows:
Group
2007 2006
RM’000 RM’000
Capital contributions and grants received from consumers and government during the year amounted to
RM109.8 million (2006: RM134.8 million) and an amount of RM68.7 million (2006: RM65.8 million) was
transferred to the income statement based on the lives of the related property, plant and equipment.
Other payables
Other payables 66,107 114,972 46 5
Accruals 91,328 25,198 1,231 804
Dividend payables 54 43 54 43
The normal trade credit term granted to the Group ranges from 14 days to 90 days.
Included in the Group’s other payables as at 31 December 2006 was a provision for genset maintenance
amounting to RM63.7 million.
The Company’s Employee Share Options Scheme (“ESOS”) is governed by the by-laws approved by the
shareholders at an Extraordinary General Meeting held on 19 December 2007. The ESOS was implemented
on 21 December 2007 and is in force for a period of 10 years from the date of implementation.
(i) The Employee Share Options Scheme Committee (“Options Committee”) appointed by the Board of
Directors to administer the ESOS, may from time to time grant options to eligible employees of the
Group to subscribe for new ordinary shares of RM1 each in SEB.
(ii) Subject to the discretion of the Options Committee, any employee whose employment has been
confirmed and in employment of the Group for a period of at lease one (1) year of continuous service
prior to and up to the Offer Date and any executive directors holding office in a full-time executive
capacity of the Group, shall be eligible to participate in the ESOS.
(iii) The total number of total shares to be issued under the ESOS shall not exceed in aggregate 10% of
the total issued and paid-up share capital of SEB at any point of time during the tenure of the ESOS
and out of which not more than 50% of the shares shall be allocated, in aggregate, to directors and
senior management of the Group. In addition, not more than 10% of the shares available under
the ESOS shall be allocated to any individual director or employee who, either singly or collectively
through his/her associates, holds 20% or more in the issued and paid-up capital of SEB.
(iv) The option price for each share shall be the weighted average of the market price as quoted in the
Daily Official List issued by Bursa Malaysia Securities Berhad for the 5 market days immediately
preceding the date on which the option is granted, the Options Committee shall so determine at their
discretion from time to time, a discount of not more than 10% or the par value of the shares of SEB of
RM1.00.
(v) The employees’ entitlements to the options are vested as soon as they become exercisable. The
options upon acceptance will entitle the employee to subscribe for the total options granted to him
over a period commencing from the date of the offer letter to 21 December 2017 subject to the
maximum percentage of option exercisable in a particular year. In the first year, it will be 20% of
the total options granted and subsequently, 10% from the second year to the ninth year. Where
the maximum percentage of options exercisable for a particular period is not fully exercised, the
percentage unexercised shall be carried forward to the next period subject to any retention percentage
imposed by the Options Committee. Any percentage that is rolled over to the next period shall not
subject to the maximum percentage for the next period.
(vi) All new ordinary shares issued upon exercise of the options granted under the ESOS will rank pari
passu in all respects with the existing ordinary shares of SEB other than as may be specified in a
resolution approving the distribution of dividends prior to their exercise dates.
(vii) The persons to whom the options have been granted have no right to participate by virtue of the
options, in any share issue of any other company.
(viii) The ESOS will not have any immediate effect on the issued and paid-up share capital, the substantial
shareholding structure of the Company, earnings of the Group, the consolidated net asset per SEB
share and no material effect on the future dividends to be declared by the Company and gearing until
such time when the options granted under the ESOS are exercised.
The following table illustrates the movements in the number of share options during the year:
Outstanding Outstanding Exercisable
at at as at
1 January Granted Exercised Forfeited Expired 31 December 31 December
‘000 ‘000 ‘000 ‘000 ‘000 ‘000 ‘000
2007
The fair value of share options granted during the year was determined using the Binomial
model, taking into account the terms and conditions upon which the options were granted. The
fair value of share options measured at grant date and the assumptions are as follows:
2007
The Directors regard State Financial Secretary, Sarawak, a statutory corporation established under the
State Financial Secretary (Incorporation) Ordinance of Sarawak, as the controlling shareholder of the
Company.
The Group principally involves in the generation, transmission, distribution and sale of electricity within the
same geographical region. Accordingly, no segmental information is presented.
(a) During the financial year, the Group and the Company entered into the following significant related
party transactions:
Company
2007 2006
RM’000 RM’000
(i) Transactions with subsidiaries:
Income
Interest income
Sejingkat Power Corporation Sdn. Bhd. 168 169
Sarwaja Timur Sdn. Bhd. 3 179
Income
Rental of premises charged to Sarawak Coal
Resources Sdn. Bhd. 22 -
Expenditure
Purchases of coal from Sarawak Coal Resources
Sdn. Bhd. 18,573 -
(a) During the financial year, the Group and the Company entered into the following significant related
party transactions (Cont’d.):
Group
2007 2006
RM’000 RM’000
(iii) Transactions with associates of subsidiaries:
Income
Sales
Universal Cable (Sarawak) Sdn. Bhd. - 6
Gobel Industry Sdn. Bhd. 35 -
Expenditure
Purchases
Gobel Industry Sdn. Bhd. 2,743 431
Universal Cable (Sarawak) Sdn. Bhd. 22,174 47,116
Sarawak Coal Resources Sdn. Bhd. - 1,615
Rental paid to Gobel Industry Sdn. Bhd. 53 53
Income
Interest charged to Genesis Force Sdn. Bhd. 80 90
Expenditure
Purchases of coal from Genesis Force Sdn. Bhd. 22,727 28,169
Expenditure
Rental of premises charged by
Custodev Dua Sdn. Bhd. 219 219
The directors are of the opinion that the above transactions were entered into in the normal course of
business and were transacted on normal commercial terms.
The remuneration of directors and other members of key management during the year was as
follows:
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Group Company
2007 2006 2007 2006
’000 ’000 ’000 ’000
At 1 January - - - -
Granted 9,000 - 3,500 -
The share options were granted on the same terms and conditions as those offered to other employees
of the Group.
The Group’s financial risk management policy seeks to ensure that adequate financial resources are
available for the development of the Group’s businesses whilst managing its interest rate risks (both
fair value and cash flow), foreign currency risk and credit risk. The Board reviews and agrees policies
for managing each of these risks and they are summarised below. It is, and has been throughout
the year under review, the Group’s policy that no trading in derivative financial instruments shall be
undertaken.
The Group’s primary interest rate risk arises primarily from interest-bearing assets and debts. The
investment in financial assets are not held for speculative purposes but have been mostly placed in
fixed deposits or occasionally, in loan stocks which yield better returns than cash at bank.
The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate
borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding
period and nature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest
rate environment and achieve a certain level of protection against rate hikes.
The information on maturity dates and effective interest rates of financial assets and liabilities are
disclosed in their respective notes.
The Group is exposed to transactional currency risk primarily through purchases that are denominated
in currency other than Malaysian Ringgit. Foreign exchange exposures in transactional currencies
other than the entity’s functional currencies are kept to an acceptable level.
The Group does not use hedging activities to protect themselves against the volatility associated with
foreign currency transactions.
The Group manages its debt maturity profile, operating cash flows and the availability of funding so as
to ensure that refinancing, repayment and funding needs are met. As part of its overall prudent liquidity
management, the Group maintains sufficient levels of cash or cash convertible investments to meet
its working capital requirements. In addition, the Group strives to maintain available banking facilities
at a reasonable level to its overall debt position. As far as possible, the Group raises committed
funding from both capital markets and financial institutions and balances its portfolio with some short-
term funding so as to achieve overall cost effectiveness.
Credit risks, or the risk of counterparties defaulting, is controlled by the application of credit approvals,
limit and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the
Group’s associations to business partners with high creditworthiness. Trade receivables are monitored
on an ongoing basis via Group management reporting procedures.
The Group does not have any significant exposure to any individual customer or counterparty nor
does it have any major concentration of credit risk related to any financial instruments.
The fair values of the financial instruments are the amount at which the instruments could be exchanged
in a current transaction between willing parties, other than in a forced sale.
The carrying amounts of the financial assets and liabilities such as trade and other receivables, fixed
deposits, cash at bank, amount due to bankers, trade and other payables approximate their fair value
due to their relatively short-term maturity.
The carrying amounts of other investments are stated at cost less provision for diminution in value.
The fair values of these investments are expected to be at or above their carrying amounts.
(a) On 7 March 2007, the Company announced that its wholly-owned subsidiary, Syarikat SESCO
Berhad, has been notified that the State Government of Sarawak has approved a new electricity tariff
structure for the State of Sarawak, effective on 1 April 2007;
(b) On 20 September 2007, the Group had completed the disposal of its investment of 26.4% equity
interest in Encorp Berhad for a total cash consideration of RM86,140,000;
(c) On 5 November 2007, the Company announced the acquisition of 100% equity interest in Sarawak
Hydro Power Generation Sdn. Bhd., a company incorporated in Malaysia, for a total cash consideration
of RM2.00;
(d) On 5 December 2007, the Company announced the acquisition of the remaining 40% equity interest
in Naungan Pertiwi Sdn. Bhd; and
(e) On 20 November 2007, the Company announced the Proposed Employees Share Option Scheme of
up to 10% of the issued and paid-up share capital of the Company (“Proposed ESOS”). The Proposed
ESOS was approved at the Extraordinary General Meeting held on 19 December 2007.
(b) On 11 February 2008, the Company announced that it had entered into the following Memorandum of
Understanding (“MOU”):
(i) a MOU with Press Metal Berhad (“PMB”) to record the understanding of both parties on PMB’s
request for additional supply of 510MW to its Aluminium Smelting Plant in Mukah by July 2010
thus increasing the supply from 90MW in the Supply Agreement dated 11 July 2007 to 600MW
and the Company has, in principle agreed to the proposed increase provided certain provisions
as per MOU are achieved;
(ii) a MOU with a Consortium of bankers comprising of RHB Islamic Bank Berhad, Unicorn
International Islamic Bank Malaysia Berhad, Asian Finance Bank Berhad and Kuwait Finance
House Malaysia Berhad on the proposed study to be carried out by the Consortium on the
energy fund structure for the Group’s energy projects in Sarawak (excluding Murum Hydroelectric
Project) for the Company’s consideration within the given time-frame of three (3) months on a
non-committal basis;
(iii) a MOU with Cahya Mata Sarawak Berhad (“CMS”) and Rio Tinto Aluminium Limited (“RTA”) to
enter into negotiations in good faith for the Group to supply power (900MW to 1200MW) to the
CMS’s and RTA’s Aluminium Smelter through a Power Purchase Agreement and/or any other
definite agreement to be negotiated pursuant to the MOU by 31 August 2008 or such extended
date as the Parties may mutually agree;
(iv) a MOU with Sime Darby Berhad to co-operate and work together in the implementation of the
proposed 8 x 300MW Bakun Hydroelectric Plant (“Bakun HEP”) and the High Voltage Direct
Current Link Project which includes the dual submarine cables linking Bakun HEP to Peninsular
Malaysia; and
(v) a MOU with Tenaga Nasional Berhad to set out amongst other, the parties’ understanding and
commitment to collaborate on the analysis and development of energy options and resources
to support the objectives and obligations of both Parties, particularly relating to the potential
transmission of electricity to Peninsular Malaysia from hydro and/or coal power generated in
Sarawak.
(1) (2) (3) (4) (5) (6) (1+4) (2+5) (3+6) (10) (11)
Power Sarawak 61 5,578,949 51,523 - - - 61 5,578,949 51,523 224 133,323
Generation
Power Sarawak 4 67,638 33,771 - - - 4 67,638 33,771 1 428
Transmission
Power Sarawak 205 305,827 18,235 - - - 205 305,827 18,235 77 23,604
Distribution
Other Support Sarawak 14 372,454 26,271 2 217 1,180 16 372,671 27,451 124 59,642
Services
Property Johore - - - 1 5,261 5,372 1 5,261 5,372 1 94,901
Development # Bahru
Total 284 6,324,867 129,800 3 5,478 6,552 287 6,330,345 136,352 427 311,898
# The land on which the 30-storey office stands was revalued in 1983 by a company which subsequently became a wholly-owned subsidiary of the
Company in 1991.
The 30-storey office tower together with its land was further revalued in year 2004.
Note: Included in the leasehold land of power generation was a piece of land (3,500,531 Sq. meter) in Mukah for the construction of 2x135 MW power plant.
As at 31.12.2007, the Group has captured the cost only up to RM2.5 million. The land premium payable to the Government of Sarawak has yet been
finalised.
as at 30 April 2008
LIST OF PROPERTIES
SARAWAK ENERGY BERHAD
101
SARAWAK ENERGY BERHAD (Company No. 007199-D)
ANALYSIS OF SHAREHOLDINGS
as at 30 April 2008
Class of Share: Ordinary Share of RM1.00 each
SIZE OF HOLDINGS
Less than 100 shares 217 10,310 0.00#
100-1,000 shares 3,083 2,909,747 0.19
1,001-10,000 shares 5,074 21,165,085 1.39
10,001-100,000 shares 1,016 29,214,891 1.92
100,001- Less than 5% of issued shares 237 478,570,819 31.50
5% and above of issued shares 1 987,537,427 64.99
SUBSTANTIAL SHAREHOLDER
as at 30 April 2008
Direct Indirect
Substantial Shareholder No. of Shares % No. of Shares %
State Financial Secretary, Sarawak 987,537,427 64.99 - -
The Directors by virtue of their interest in shares in the Company are also deemed to have interest in shares in
all of its related corporations to the extent the Company has an interest.
NOTICE IS HEREBY GIVEN that the Forty-First Annual General Meeting of Sarawak Energy Berhad (“the
Company”) will be held at Ballroom III, Lobby Floor, Hilton Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching,
Sarawak on Friday, 27 June 2008 at 11.00 a.m. for the following purposes:
AGENDA
1. To receive the Audited Financial Statements for the financial year ended 31 December 2007 together with
the Report of the Directors and the Auditors thereon (Please refer to Note A).
2. To declare a final dividend of 5.0 sen gross per share less income tax, in respect of the financial year ended
31 December 2007.
3. To approve the payment of Directors’ fees of RM272,000.00 in respect of the financial year ended 31
December 2007 (2006:RM336,000.00).
4. To re-elect the following Directors retiring pursuant to Article 82 of the Company’s Articles of Association
and who, being eligible, have offered themselves for re-election:
5. To re-appoint Messrs Ernst & Young as Auditors of the Company for the ensuing year and to authorize the
Directors to fix their remuneration.
SPECIAL BUSINESS:
(a) Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965
“THAT, subject always to the Companies Act, 1965, the Articles of Association of the Company
and the approvals of the relevant governmental and/or regulatory authorities, the Directors be and
are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue shares
in the Company from time to time and upon such terms and conditions and for such purposes as
the Directors may deem fit provided that the aggregate number of shares issued pursuant to this
resolution does not exceed ten per centum (10%) of the total issued capital of the Company and that
such authority shall continue in force until the conclusion of the next Annual General Meeting of the
Company.”
(b) Proposed Renewal of and New Shareholders’ Mandates for Sarawak Energy Berhad and/or
its subsidiary companies to enter into Recurrent Related Party Transactions of a Revenue
or Trading Nature and Proposed Renewal of and New General Mandates for the Provision of
Financial Assistance involving the interests of the State Government of Sarawak (“SGS”)
“THAT, approval be and is hereby given to the Company and/or its subsidiary companies (“SEB
Group”) to enter into any of the categories of recurrent transactions of a revenue or trading nature with
persons connected with the SGS and to provide financial assistance to persons connected with the
SGS as set out in Sections 2.2.1 and 2.2.2 of the Circular to Shareholders dated 5 June 2008, which
are necessary for the day-to-day operations of the SEB Group subject further to the following:
(i) the transactions are in the ordinary course of business and are at arm’s length basis and on
normal commercial terms which are not more favourable to the related parties than those
generally available to the public and are not detrimental to the minority shareholders of the
Company; and
(ii) disclosure is made in the annual report a breakdown of the aggregate value of transactions
conducted pursuant to this proposal during the financial year where the aggregate value is equal
to or exceeds the applicable prescribed threshold under Paragraph 2.1 of the Practice Note
12/2001, and amongst others, based on the following information :-
AND THAT such authority shall commence upon the passing of this ordinary resolution and shall
continue to be in force until:
(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it will
lapse, unless the authority is renewed by a resolution passed at a general meeting;
(ii) the expiration of the period within which the next AGM after that date is required to be held in
accordance with the Companies Act, 1965 (but shall not extend to such extension as may be
allowed pursuant to Section 143(2) of the Companies Act, 1965); or
(iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general
meeting;
AND THAT the Directors and/or any one of them be and are/is hereby authorised to complete and do
all such acts and things as they/he may consider expedient or necessary to implement, finalise and
give full effect to the transactions contemplated and/or authorised by this ordinary resolution.”
(c) Proposed Renewal of and New Shareholders’ Mandates for Sarawak Energy Berhad and/or
its subsidiary companies to enter into Recurrent Related Party Transactions of a Revenue or
Trading Nature with certain Directors
“THAT, approval be and is hereby given to the Company and/or its subsidiary companies (“SEB
Group”) to enter into any of the categories of recurrent transactions of a revenue or trading nature
with certain Directors as set out in Sections 2.2.1 and 2.2.2 of the Circular to Shareholders dated 5
June 2008, which are necessary for the day-to-day operations of the SEB Group subject further to the
following:
(i) the transactions are in the ordinary course of business and are at arm’s length basis and on
normal commercial terms which are not more favourable to the related parties than those
generally available to the public and are not detrimental to the minority shareholders of the
Company; and
(ii) disclosure is made in the annual report a breakdown of the aggregate value of transactions
conducted pursuant to this proposal during the financial year where the aggregate value is equal
to or exceeds the applicable prescribed threshold under Paragraph 2.1 of the Practice Note
12/2001, and amongst others, based on the following information:
AND THAT such authority shall commence upon the passing of this ordinary resolution and shall
continue to be in force until:
(i) the conclusion of the next AGM of the Company following the passing of this ordinary resolution,
at which time it will lapse, unless the authority is renewed by a resolution passed at a general
meeting;
(ii) the expiration of the period within which the next AGM after that date is required to be held in
accordance with the Companies Act, 1965 (but shall not extend to such extension as may be
allowed pursuant to Section 143(2) of the Companies Act, 1965); or
(iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general
meeting;
AND THAT the Directors and/or any one of them be and are/is hereby authorized to complete and do
all such acts and things as they/he may consider expedient or necessary to implement, finalise and
give full effect to the transactions contemplated and/or authorized by this ordinary resolution.”
Special Resolution:
“THAT, the Proposed Amendments as set out in Appendix II of the Circular to Shareholders dated 5 June
2008 be hereby approved;
AND THAT, the Board of Directors be and is hereby authorized to give full effect to the Proposed
Amendments.”
8. To transact any other business for which due notice shall have been given in accordance with the Articles
of Association of the Company and the Companies Act, 1965.
NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of the shareholders at the Annual General
Meeting, a final dividend of 5.0 sen gross per share less income tax, will be paid on 31 July 2008 to shareholders
and/or depositors whose names appear in the Register of Members and Record of Depositors at the close of
business on 7 July 2008.
(a) shares deposited into the depositor’s securities account before 12:30 p.m. on 3 July 2008 (in respect of
shares which are exempted from mandatory deposit);
(b) shares transferred into the depositor’s securities account before 4:00 p.m. on 7 July 2008 in respect of
transfers; and
(c) shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the rules of
the Bursa Malaysia Securities Berhad.
Shareholders are reminded that pursuant to the Securities Industry (Central Depositories) (Amendment) (No.2)
Act, 1998 which came into effect on 1st November 1998, all shares not deposited with Bursa Malaysia Depository
Sdn Bhd by 12:30 p.m. on 1st December 1998 and not exempted from mandatory deposit, have been transferred
to the Minister of Finance (“MOF”). Accordingly, the dividend for such undeposited shares will be paid to MOF.
AISAH EDEN
Company Secretary
Kuching
5 June 2008
Notes:
A. This Agenda item is meant for discussion only as the provision of Section 169 (1) of the Companies Act 1965 does not require formal
approval of the shareholders and hence, is not put forward for voting.
(1) A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965, shall
not apply to the Company.
(2) To be valid, the Form of Proxy, duly completed must be deposited at the registered office of the Company not less than 48 hours
before the time for holding the meeting.
(3) A member who is an authorized nominee may appoint one (1) proxy in respect of each securities account it holds with ordinary shares
of the Company standing to the credit of the said securities account.
(4) A member other than an authorized nominee shall be entitled to appoint not more than two (2) proxies to attend and vote at the same
meeting.
(5) Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his
holdings to be represented by each proxy.
(6) If the appointor is a corporation, the Form of Proxy must be executed under its common seal or under the hand of an officer or attorney
duly authorized.
The ordinary resolution proposed under agenda 6 (a), if passed, will empower the Directors to allot and issue
shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company
for such purposes as they consider would be in the interest of the Company. This authority, unless revoked or
varied at a general meeting, will expire at the next Annual General Meeting of the Company.
The ordinary resolution proposed under agenda 6 (b), if passed, will enable SEB Group to enter into recurrent
transactions with persons connected with the State Government of Sarawak, which are necessary for the day-
to-day operations of SEB and/or its subsidiary companies in the ordinary course of business, at arm’s length
basis and on normal commercial terms which are not more favourable to the related parties than those generally
available to the public and are not detrimental to the minority shareholders of the Company.
Please refer to the Circular to Shareholders dated 5 June 2008 for further information.
The ordinary resolution proposed under agenda 6 (c), if passed, will enable SEB Group to enter into recurrent
transactions with certain Directors, which are necessary for the day-to-day operations of SEB and/or its subsidiary
companies in the ordinary course of business, at arm’s length basis and on normal commercial terms which are
not more favourable to the related parties than those generally available to the public and are not detrimental to
the minority shareholders of the Company.
Please refer to the Circular to Shareholders dated 5 June 2008 for further information.
The proposed amendments to the Company’s Articles of Association is to bring the Company’s Articles of
Association in line with the Listing Requirements of Bursa Malaysia Securities Berhad, to allow the Company
the flexibility to make payment of its dividend to its shareholders by direct credit into the shareholders’ account
or any other form of electronic transfer, which would reduce cost and increase efficiency of the Company and to
allow faster dissemination of audited financial statements to the public and to facilitate the issuance of financial
statements in CD-ROM form or in such other form of electronic media, if deemed appropriate.
Please refer to Appendix II of the Circular to Shareholders dated 5 June 2008 for further information.
FORM OF PROXY
........................................................................... ...........................................................................
Signature (s) of Shareholder Signature of Witness
........................................................................... ...........................................................................
Number of Shares held Name of Witness
……………………………………………………………
CDS Account Number
NOTES :
(1) A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act 1965 shall not apply to the Company.
(2) To be valid, this Form of Proxy, duly completed must be deposited at the registered office of the Company not less than 48 hours before the time for holding the
meeting.
(3) A member who is an authorised nominee may appoint one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing
to the credit of the said securities account.
(4) A member other than an authorised nominee shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meeting.
(5) Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holding to be represented by each
proxy.
(6) If the appointor is a corporation, this Form of Proxy must be executed either under its Common Seal or under the hand of an officer or attorney duly authorised.
(7) Any alteration made in this form must be initialled.
Stamp