DiGi.COM BERHAD 425190-X ANNUAL REPORT 2004 LAPORAN

Transcription

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DiGi.COM BERHAD
DiGi.COM BERHAD
425190-X
ANNUAL REPORT 2004 LAPORAN TAHUNAN
DiGi Telecommunications Sdn Bhd 201283-M
Lot 30 Jalan Delima 1/3
Subang Hi-Tech Industrial Park
40000 Shah Alam
Selangor Darul Ehsan
Malaysia
T
F
E
(603) 5721 1800
(603) 5721 1857
corpcom@digi.com.my
425190-X
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DiGi.Com Berhad (425190-X)
Corporate Directory
O ur Aspiration.. .
‘‘
To be the mobile communications leader in
creating experiences with a difference for our
customers and business partners through our
passion for success. ”
List of Operating Offices
Principal Place of
Business/Head Office
Lot 30, Jalan Delima 1/3
40000 Shah Alam, Selangor
Tel: 03-5721 1800
Fax: 03-5721 1857
Sabah Region
Pahang
Perak
Lot 36,
Sedco Light Industrial Estate
Jalan Kilang, Kolombong, Inanam
88450 Kota Kinabalu, Sabah
Tel: 088-431 800
Fax: 088-430 016
Kuantan
Lot G22B & G23 (ll)
Ground Floor, Berjaya Megamall
Jalan Tun Ismail
25000 Kuantan
Ipoh
Lot C-01-04
No 2 Ground Floor
Persiaran Greentown 3
Greentown Business Centre
30450 Ipoh, Perak
Sarawak Region
O ur Key Principles.. .
We have a passion for our customers
We value ideas and encourage initiative
We emphasise mutual trust and respect
We believe in the power of teamwork
We build partnerships for success
Central Operating
Offices
Lot 5, Jalan Pemaju U1/15
Hicom Glenmarie Industrial Park
Tel: 03-5721 1800
Fax: 03-5721 1857
DiGi Centres
Lots 7 & 8, Jalan Delima 1/1
Tel: 03-5721 1800
Fax: 03-5721 1857
Tel: 03-5721 1800
Fax: 03-5721 1857
Regional Operating
Offices
Northern Region
62, 1st Floor, Jalan Mayang
Pasir 1
Off Jalan Mahsuri
11950 Bayan Baru
Pulau Pinang
Tel: 04-641 2800
Fax: 04-641 3800
Ipoh Sales Office
C-G-2 Persiaran Greentown 3
30450 Ipoh, Perak
Southern Region
6 & 8, Jalan Molek 1/12
Taman Molek
81100 Johor Bahru, Johor
Tel: 07-351 1800
Fax: 07-352 8016
COVER RATIONALE
The cover reflects DiGi’s efforts to create meaningful connections between communities and their
rich texture of culture and heritage. This is captured in the traditional ikat design with its motifs
of interlinked people and buildings.
Lot 2087, Block 10,
Bangunan Kueh Boon Teck
Jalan Tun Ahmad Zaidi Adruce
93150 Kuching, Sarawak
Tel: 082-421 800
Fax: 082-427 597
Eastern Region
3, Jalan Tun Ismail
25000 Kuantan, Pahang
Tel: 09-508 0071
Fax: 09-508 0070
Selangor
USJ
Subang Taipan, 19 & 21
Jalan USJ 10/1A, Subang Jaya
47610 Petaling Jaya, Selangor
SS2
24, Jalan SS2/66
Selayang Baru
57, Jalan 2/3A,
Pasar Borong Selayang
Off Jalan Ipoh
68100 Batu Caves, Selangor
Klang
35 & 37
Persiaran Sultan Ibrahim
41300 Klang, Selangor
Kuala Lumpur
Pandan Indah
M5A/13, Jalan Pandan Indah 4/1
Taman Pandan Indah
55100 Kuala Lumpur
Penang
Pulau Tikus
368-1-02, Jalan Burmah
10350 Pulau Tikus
Pulau Pinang
Seberang Jaya
8, Ground Floor
Jalan Todak Dua
Pusat Bandar
Bandar Seberang Jaya
13700 Prai, Pulau Pinang
Beach Street
29A Beach Street
10200 Penang
Melaka
Melaka
523, Taman Melaka Raya
75000 Melaka
Johor
Johor Bahru
Taman Molek
Jalan Tun Abdul Razak
64, Jalan Tun Abdul Razak
Susur 1
Negeri Sembilan
Seremban
301, Taman AST
70200 Seremban
Negeri Sembilan
Sabah
Kota Kinabalu
Lot 5/G3, Ground & 1st Floors
Api-Api Centre
Sarawak
Kuching
Lot 2087, Block 10
Miri
Lot 938, Ground & 1st Floors
Jalan POS, 98000 Miri
Sarawak
Sibu
13, Ground & 1st Floors
Lorong Kampung Datu 3
96000 Sibu, Sarawak
Batu Pahat
37, Jalan Kundang
Taman Bukit Pasir
83100 Batu Pahat, Johor
KL Plaza
Lot G33-8, Ground Floor,
179, KL Plaza
Jalan Bukit Bintang
55100 Kuala Lumpur
Berjaya Times Square
01-36, Berjaya Times Square,
1, Jalan Imbi ,
55100 Kuala Lumpur
24-hour DiGi customer service line: 016-221 1800
Mailing Address:
P. O. Box 7551
Tel: 03-5721 1800
Fax: 03-5721 1857
www.digi.com.my
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DiGi in 2004
06
Corporate Information
08
Directors’ Profiles
14
Statement on Corporate Governance
20
Statement on Internal Control
23
Other Compliance Information
24
Audit Committee Report
28
Management Team
32
Group Financial Summary
38
Chairman’s Statement
46
CEO’s Statement
58
Corporate Social Responsibility
64
Financial Statements
102
List of Properties
104
Disclosure of Recurrent Related Party Transactions
106
Statement of Directors’ Shareholdings
107
Statistics on Shareholdings
109
Notice of Annual General Meeting
115
Form of Proxy
117
Corporate Directory
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In January 2005, DiGi unveiled a new phase of its
Corporate Social Responsibility programme, called
DiGi’s Amazing Malaysians. The programme aims to
increase awareness of, and preserve, the nation’s
natural, cultural, art, built and social heritage.
Lion dancing goes back at least
2,000 years to a time of active
trade between West Asia and
China. As a mark of goodwill,
Persian ambassadors would make
gifts of exotic animals to the
Chinese Emperor. Among these
were lions. The regal beasts soon
acquired the reputation of being
able to ward off evil, and the lion
dance captures this belief. Lion
dancing came to Malaysia with
Chinese immigrants hundreds of
years ago.
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DiGi is launching The Lion Dancer of Johor project in the third quarter, 2005
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DiGi in 2004
Q1
DiGi.Com Berhad (DiGi) starts the year
with the launch of an innovative product
targeted at business and corporate
customers. discover™ business solutions,
introduced on January 2, comprises two
simple and convenient plans. Under
discover prime™, customers enjoy a flat
Q2
rate of RM0.20 per minute for calls to
mobile and fixed line numbers within
DiGi makes national headlines on May
Malaysia, with a monthly RM50 fee.
14 as the first operator to offer EDGE,
discover classic™ offers a flat rate of
a high-speed mobile network, in the
RM0.25 for calls and RM30 monthly fee.
Klang Valley. With browsing speeds of
In addition, both plans offer a 30%
up to 384 kbps, charged at GPRS rates,
discount on IDD and 016 calls. Itemised
customers can access large data files
billing is provided alongside SMS,
from the Internet and other sources on
Voicemail, IDD, GPRS and WAP data.
their mobiles.
On April 23, DiGi launches the
Online Prepaid Statement, which gives
prepaid customers the flexibility of
viewing their call details online. Another
innovation for prepaid customers is rolled
out on June 29, with RM10 reload
coupons with five-day validity.
In May, DiGi embarks on a nationwide
No One Covers You Like DiGi campaign to
inform customers of improved coverage
in most of populated Malaysia.
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Q4
This is a quarter of hellos and goodbyes.
On October 26, DiGi bids adieu to Erik
Aas, former Head of Mobile, who leaves
the company to take up his new position
as CEO of Grameenphone, Bangladesh;
while on November 15, we welcome
Johan Dennelind into our fold as Chief
Financial Officer. A restructuring of
the company takes place on October
28, in which the business divisions are
integrated into five main areas:
Technology, Marketing, Finance, Human
Resources and Corporate Affairs.
Meanwhile, on October 29, two
revolutionary prepaid products are
launched: Flexi e-Load™ and Talktime
Q3
Transfer™. Flexi e-Load™ gives customers
the flexibility, simplicity and convenience
Morten Lundal is appointed DiGi’s new
to reload their prepaid accounts
Chief Executive Officer on July 26,
electronically by any amount equivalent
replacing Tore Johnsen who is to head
to RM5 and above.
Telenor’s mobile operation in Pakistan.
Riding on EDGE, DiGi introduces on
August 19 a first in Malaysia — MobileTV™
— in partnership with ntv7. The service
offers 24-hour live TV over EDGEenabled handsets. On the same day,
DiGi launches the Automatic Balance
Notification, allowing customers to
check their credit balance, account
status and tariff plan; perform reloads;
manage their Friends and Family™
numbers; and check the list of roaming
countries via a USSD menu browser.
Talktime Transfer™ enables
customers to transfer talktime from one
to another.
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Corporate Information
Board of Directors
Arve Johansen Chairman
Tun Dato’ Seri Dr Lim Chong Eu
Dato’ Ab. Halim Bin Mohyiddin
Gunnar Johan Bertelsen
Christian Storm Also Alternate Director to Arve Johansen
Ragnar Holmen Korsaeth
Audit Committee
Dato’ Ab. Halim Bin Mohyiddin Chairman/Independent Non-Executive Director
Tun Dato’ Seri Dr Lim Chong Eu Independent Non-Executive Director
Christian Storm Non-Independent Non-Executive Director
Nomination Committee
Christian Storm Chairman/Non-Independent Non-Executive Director
Tun Dato’ Seri Dr Lim Chong Eu Independent Non-Executive Director
Dato’ Ab. Halim Bin Mohyiddin Independent Non-Executive Director
Remuneration Committee
Arve Johansen Chairman/Non-Independent Non-Executive Director
Christian Storm Non-Independent Non-Executive Director
Ragnar Holmen Korsaeth Non-Independent Non-Executive Director
Secretaries
Tai Yit Chan MAICSA No. 7009143
Liew Irene MAICSA No. 7022609
Domicile and Country of Incorporation
Malaysia
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Registered Office
Auditors
Level 7, Setia 1
15 Lorong Dungun
Damansara Heights
50490 Kuala Lumpur
Messrs KPMG
Chartered Accountants
Wisma KPMG
Jalan Dungun
Damansara Heights
50490 Kuala Lumpur
T. 03-2095 7188
F. 03-2093 6325
Stock Exchange Listing
Share Registrars
Berjaya Registration Services Sdn Bhd
Lot C1-C3, Block C
2nd Floor, KL Plaza
179 Jalan Bukit Bintang
55100 Kuala Lumpur
Main Board of Bursa Malaysia
Securities Berhad
Stock Short Name
DiGi (6947)
T. 03-2145 0533
F. 03-2145 9702
Principal Bankers
Affin Bank Berhad
AmMerchant Bank Berhad
Banca Intesa S.p.A., Hong Kong Branch
Bank of America N.A., Labuan Branch
Bumiputra-Commerce Bank Berhad
CALYON, Labuan Branch
EON Bank Berhad
Fortis Bank S.A./N.V., Singapore
Malayan Banking Berhad
Natexis Banques Populaires, Labuan Branch
Nordea Bank Sweden AB (publ)
OCBC Bank (Malaysia) Berhad
RHB Bank Berhad
Société Générale, Labuan Branch
Svenska Handelsbanken AB (publ), Sweden
The Bank of East Asia, Limited Labuan Branch
The Bank of Nova Scotia Berhad
The Bank of Nova Scotia, Labuan Branch
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Arve Johansen
Chairman
Non-Independent Non-Executive Director
Chairman of the Remuneration Committee
55 years of age, Norwegian
He was appointed to the Board as Deputy
International AS. Prior to this, he was
Chairman on 20 January 2000 and was
Executive Vice President of Elektrisk
subsequently appointed as Chairman
Bureau Telecom (Ericsson of Norway),
of the Board on 12 January 2005. He
and a Research Engineer at the
holds a Master of Science in Electrical
Norwegian Institute of Technology
Engineering (Telecommunications) from
(ELAB).
the Norwegian Institute of Technology
Currently, he is the Chairman and
in Trondheim, Norway and has taken
Director of several companies in USA,
part in a programme for Management
Thailand, Greece and Norway. He also
Development at the Harvard Business
sits on the Boards of Telenor Asia Pte Ltd
School in Boston, USA.
and DiGi Telecommunications Sdn Bhd.
He has served as Senior Executive
Vice President of Telenor since 1999
and as Chief Executive Officer (CEO) of
Telenor Mobile Communications AS since
January 2000. He joined Telenor in 1989
and has held a number of positions,
including President and CEO of Telenor
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Independent Non-Executive Director
Chairman of the Audit Committee
Member of the Nomination Committee
59 years of age, Malaysian
He was appointed to the Board on 23
He also sits on the Boards of
November 2001. He holds a Bachelor
HeiTech Padu Berhad, Arab-Malaysian
of Economics in Accounting from
Corporation Bhd, Utusan Melayu
University of Malaya and a Master in
(Malaysia) Berhad, MCM Technologies
Business Administration from University
Berhad, Kumpulan Perangsang Selangor
of Alberta, Canada.
Berhad, Idris Hydraulic (Malaysia) Bhd,
He was a lecturer at Universiti
Amway (Malaysia) Holdings Berhad,
Kebangsaan Malaysia from 1973 to
Idaman Unggul Berhad, KNM Group
1978. He joined Messrs Peat Marwick
Berhad and Bank Pembangunan &
Mitchell (now known as KPMG) in 1977
Infrastruktur Malaysia Berhad.
and was admitted as a Partner in 1985.
Prior to his retirement on 1 October
2001, he was the Partner in charge of
the Assurance and Financial Advisory
Services Divisions.
He is currently the President of the
Malaysian Institute of Certified Public
Accountants (MICPA), a council member
of the Malaysian Institute of Accountants
(MIA) and a Fellow of the Malaysian
Institute of Taxation. Internationally, he
is a member of the Education Committee
of the International Federation of
Accountants (IFAC).
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(continued)
Independent Non-Executive Director
Member of the Audit Committee
Member of the Nomination Committee
85 years of age, Malaysian
He was appointed to the Board on
He was appointed to the Board on 18
1 October 1997. He graduated with a
February 2004. Prior to his appointment
Bachelor of Medicine and a Bachelor of
to the Board, he was an Alternate
Surgery (M.B.Ch.B) from the Edinburgh
Director for the period from November
University, Scotland in 1944. He was
2000 to February 2004. He graduated
the Chief Minister of Penang from 1969
with a Diploma in Advanced
to 1990 and the Chairman of Penang
Management from University College
Development Corporation.
Dublin, Ireland. He also holds a Masters
He was conferred the Darjah
Utama Pangkuan Negeri (D.U.P.N.)
by the Tuan Yang Terutama (TYT)
Degree in Business Administration from
University College Dublin, Ireland.
Currently, he is also the Project
Governor of Penang; the Seri Setia
Director of Telenor Asia Pte Ltd and a
Mahkota Malaysia (S.S.M.) by the Yang
Director of DiGi Telecommunications
Di-Pertuan Agong; the Datuk Amar
Sdn Bhd.
Bintang Kenyalang (DA) by the TYT
Governor of Sarawak; the Grand Cross
2nd Class Award by His Excellency the
President of Germany; and the Order
of the Rising Sun, Gold and Silver Star
by His Majesty, the Emperor Akihito of
Japan.
He is currently the Chairman of
Chin Well Holdings Berhad, Suiwah
Corporation Berhad and Berjaya
Vacation Club Berhad. He also sits on
the Boards of Southern Steel Berhad
and United Overseas Bank (Malaysia)
Berhad.
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Christian Storm
Chairman of the Nomination Committee
Member of the Remuneration Committee
Member of the Audit Committee
Member of the Remuneration Committee
He was appointed to the Board on
He was appointed as a Director of the
10 November 2004. He holds a Master
Company on 10 November 2004 and
of Science in Finance and Certified
as the Alternate Director to Mr Arve
Financial Analyst (CFA) from the
Johansen on 23 February 2005. He
Norwegian School of Business
holds a Masters Degree in Business
Administration.
Administration from University of
He served as Chief Financial Officer
Wisconsin, Madison, USA and a
in Telenor International and Telenor
Bachelor of Science (Hons) Degree
Mobile from 1999 to 2004.
from University of Leeds, UK. He has
Currently, he is also the Chief
served as an officer in Telenor ASA
Operating Officer of Telenor Mobile and
since 2001 in the Corporate Treasury
a Director of DiGi Telecommunications
department at the corporate headquarters
Sdn Bhd.
in Oslo, Norway.
Since 1 September 2004, he has
served as the Managing Director of
Telenor Asia Pte Ltd in Singapore. He is
both a Director as well as an Alternate
Director in DiGi Telecommunications
Sdn Bhd.
Save as disclosed, none of the Directors have any:1. Family relationship with any Director and/or
major shareholders of the Company;
2. Conflict of interest with the Company; and
3. Conviction for offences within the past 10 years
other than traffic offences.
The details of attendance of each Director at
Board Meetings are set out on page 14 of the
Annual Report.
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Traditional architecture in Malaysia reflects the
country’s indigenous natural resources, while the
design motifs are influenced by the many cultures
that have settled in the country over the years or
at least stayed long enough to leave their imprint.
The traditional architects built homes that suited
the Malaysian environment, weather and lifestyle.
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DiGi is launching The Traditional Architect of Terengganu project in the second quarter, 2005
Photo credit: Lim Jee Yuan, The Malay House
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The Board of Directors (“Board”) fully appreciates the importance of adopting high standards of
corporate governance throughout the Group. The Board views corporate governance as synonymous
with three key concepts, namely transparency, accountability as well as corporate performance.
As such, the Board strives to adopt the substance behind corporate governance prescriptions and not
merely the form, with the aim of ensuring board effectiveness in enhancing shareholder value. The
Board is thus fully committed to the maintenance of high standards of corporate governance by
supporting and implementing the prescriptions of the principles and best practices set out in Parts 1
and 2 of the Malaysian Code on Corporate Governance (“Code”) respectively.
The following statement sets out how the Company has applied the key principles and the extent of its
compliance with the best practices throughout the financial year ended 31 December 2004.
A. Board of Directors
Board Responsibilities
The Board of Directors plays a primary role in corporate governance by setting out the strategic
direction of the Group, establishing goals, monitoring the achievement of the goals and ensuring a high
degree of transparency and accountability towards all stakeholders. The key responsibilities of the
Board are in tandem with the 6 principal responsibilities specified under Best Practice AAI of the Code.
Meetings
The Board met four (4) times during the financial year ended 31 December 2004.
Details of each existing Director’s meeting attendances are as follows:
Name
Arve Johansen Non-Independent/Non-Executive
Tun Dato’ Seri Dr Lim Chong Eu Independent/Non-Executive
Dato’ Ab. Halim Bin Mohyiddin Independent/Non-Executive
Gunnar Johan Bertelsen Non-Independent/Non-Executive (Appointed w.e.f. 18.02.2004)
Attendance
4/4
4/4
3/4
3/3
(Ceased as Alternate Director to Sigve Brekke and Ole Bjorn Sjulstad w.e.f. 18.02.2004)
Christian Storm Non-Independent/Non-Executive (Appointed w.e.f. 10.11.2004)
1/1
Ragnar Holmen Korsaeth Non-Independent/Non-Executive (Appointed w.e.f. 10.11.2004)
1/1
Tan Sri Dato’ Seri Vincent Tan Chee Yioun Non-Independent/Non-Executive (Resigned w.e.f. 12.01.2005)
4/4
Ole Bjorn Sjulstad Non-Independent/Non-Executive (Resigned w.e.f. 10.11.2004)
3/3
Per Olav Fosse Non-Independent/Non-Executive (Resigned w.e.f. 10.11.2004)
3/3
Sigve Brekke Non-Independent/Non-Executive (Resigned on 18.02.2004)
Not Applicable
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Two (2) out of the six (6) Board members are considered independent in accordance with the definition
provided under paragraph 1.01 (Definition and Interpretations) of the Listing Requirements of Bursa
Malaysia Securities Berhad (“Bursa Securities”). As such, the Company fulfils the requirement to have
at least one third of the Board composed of Independent Non-Executive Directors.
Tun Dato’ Seri Dr Lim Chong Eu has been identified as the Senior Independent Non-Executive Director
of the Board to whom concerns may be conveyed.
Board Balance
The Board currently has six (6) members, comprising two (2) Independent Non-Executive Directors and
four (4) Non-Independent Non-Executive Directors. Together, the Directors bring a wide experience
relevant to the direction of the Group. The Directors combine in them expertise and experience in
various fields such as telecommunications, economics and investment, public services and accounting.
Their expertise, experience and background result in thorough examination and deliberations of the
various issues and matters affecting the Group. A brief description of the background of each Director
is presented on pages 8 to 11 of the Annual Report.
There is a clear division of responsibility between the Chairman and the Chief Executive Officer (CEO)
to ensure that there is a balance of power and authority. The Chairman is responsible for running the
Board and ensures that all Directors receive sufficient relevant information on financial and nonfinancial matters to enable them to participate actively in Board decisions. The CEO is responsible for
the day to day management of the business as well as implementation of Board’s policies and decisions.
There is also balance in the Board because of the presence of Independent Non-Executive Directors of
the calibre necessary to carry sufficient weight in Board decisions. Although all the Directors have an
equal responsibility for the Group’s operations, the roles of these Independent Directors are particularly
important in ensuring that the strategies proposed by the executive management are fully discussed
and examined and take into account the long term interest, not only of the shareholders, but also of
employees, customers, suppliers, community and other stakeholders.
The Board is satisfied that the current Board composition fairly reflects the investment of minority
shareholders in the Company.
Supply of Information
The Chairman ensures that all Directors have full and timely access to information with Board papers
distributed in advance of meetings. Every Director has also unhindered access to the advice and
services of the Company Secretary and may obtain independent professional advice at the Company’s
expense in furtherance of their duties. Prior to the meetings of the Board, Board papers which include
reports on group performance and major operational, financial, strategic and regulatory matters are
circulated to all the Directors. These Board papers are issued at least seven (7) days in advance to
enable the Directors to obtain further explanation, where necessary, in order to be properly briefed
before the meeting.
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(continued)
In addition, there are matters reserved specifically for the Board’s decision, including the approval of
corporate plans and budgets, acquisitions and disposals of assets that are material to the Group, major
investments, changes to control structure of the Group, including key policies and authority limits.
Appointments to the Board
The Nomination Committee currently comprises the following members:
Christian Storm Chairman
Non-Independent/Non-Executive
Independent/Non-Executive
Independent/Non-Executive
Christian Storm was appointed as a member/Chairman of the Nomination Committee with effect from
10 November 2004 to replace Ole Bjorn Sjulstad who has resigned as a Director on the same date.
The committee is empowered by its terms of reference to perform the following primary functions:
a. Recommend new nominations to the Board;
b. Recommend to the Board, Directors to fill the seats on Board Committees;
c. Review annually the required mix of skills and experience and other qualities including core
competencies that the Non-Executive Directors should bring to the Board.
Directors’ Training
All Directors have attended and completed the Mandatory Accreditation Programme (MAP) conducted
by the organiser approved by Bursa Securities except for Christian Storm and Ragnar Holmen Korsaeth
who have sought extension of time to attend the MAP. The Directors will continue to undergo other
relevant training programmes to further enhance their skills and knowledge in compliance with the
Bursa Securities’ Listing Requirements on Directors’ training.
Re-election
Any Director appointed during the year is required, under the Company’s Articles of Association, to
retire and seek re-election by shareholders at the following annual general meeting. The Articles also
require that one-third of the Directors to retire by rotation each year and seek re-election at the annual
general meeting and every Director shall retire from office once at least every three years but shall be
eligible for re-election. Directors over seventy (70) years of age are required to seek shareholders’
approval for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.
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B. Directors’ Remuneration
Remuneration Committee
The Remuneration Committee currently comprises the following members:
Arve Johansen Chairman
Christian Storm
Christian Storm was appointed as a member of the Remuneration Committee with effect from 10
November 2004 to replace Ole Bjorn Sjulstad who has resigned as a Director on the same date.
Ragnar Holmen Korsaeth was appointed as a member of the Remuneration Committee with effect from
12 January 2005 to replace Tan Sri Dato’ Seri Vincent Tan Chee Yioun who has resigned as a Director
on the same date.
The primary function of the Remuneration Committee is to set up the policy framework and to make
recommendations to the Board on all elements of the remuneration package and other terms of
employment of the executive directors. Non-Executive Directors’ remuneration will be a matter to be
decided by the Board as a whole with the Director concerned abstaining from deliberations and voting
on decision in respect of his individual remuneration.
Details of the Directors’ Remuneration
The aggregate Directors’ remuneration paid or payable to all Directors of the Company by the Group
and categorized into appropriate components for the financial year ended 31 December 2004 are as
follows:
Non-Executive
Allowances
Bonus
Other emolument
Total
RM’000
RM’000
RM’000
RM’000
220
174
38
432
The number of Directors of the Company whose total remuneration fall within the respective band are
as follows:
Number of Non-Executive Directors
RM50,000 and below
RM350,001 to RM400,000
2
1
3
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(continued)
C. Shareholders
Dialogue between Company and Investors
The Company recognizes the importance of regular communication with investors in the Company, with
the annual report and financial statements, regular interim statements being the key media used.
Enquiries by shareholders are dealt with as promptly as practicably possible. Shareholders, investors
and members of the public may also access the Company’s website to obtain information on the
Company.
The Annual General Meeting (“AGM”)
The key element of the Company’s dialogue with its shareholders is the opportunity to gather views of
and answer questions from, both private and institutional shareholders on all issues relevant to the
Company at the AGM. At the AGM, the shareholders are encouraged to ask questions both about the
resolutions being proposed or about the Group’s operations in general. Where it is not possible to
provide immediate answers, the Chairman will undertake to furnish the shareholder with a written
answer after the AGM. The Chairman of the Board also addresses the shareholders on the review of
the Group’s operations for the financial year and outlines the prospects of the Group for the subsequent
financial year. The CEO and members of management are also present at the AGM to clarify and explain
any issue.
D.Accountability and Audit
Financial Reporting
DiGi aims to provide a balanced and meaningful assessment of the Group’s financial performance and
prospects primarily through the annual report, quarterly financial statements and analyst presentations.
The Board is assisted by the Audit Committee in overseeing the Group’s financial reporting process and
the quality of its financial reporting.
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Statement of Directors’ Responsibility in Respect of the Financial Statements
The Directors are required by the Companies Act, 1965 to prepare financial statements for each
financial year/period which have been made out in accordance with the applicable approved accounting
standards in Malaysia and give a true and fair view of the state of affairs of the Group and of the
Company and of the results and cash flows of the Group and of the Company for that year/period. In
preparing those financial statements, the Directors have:
adopted suitable accounting policies and applied them consistently;
stated whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements;
made judgements and estimates that are reasonable and prudent; and
prepared the financial statements on the going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for ensuring that the Company keeps proper accounting records which
disclose with reasonable accuracy the financial position of the Group and of the Company and to enable
them to ensure that the financial statements comply with the Companies Act, 1965. The Directors are
also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Internal Control
The Statement on Internal Control set out on pages 20 to 22 of the Annual Report provides an overview
on the state of internal controls within the Group.
Relationship with the Auditors
Key features underlying the relationship of the Audit Committee with the external auditors are included
in the Audit Committee’s terms of reference as detailed on pages 25 to 27 of the Annual Report. A
summary of the activities of the Audit Committee during the year, including the evaluation of the
independent audit process, are set out on page 24 of the Annual Report.
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Introduction
The Board of Directors (“Board”) is committed to maintaining a sound system of internal control in the
Group and is pleased to provide the following statement, which outlines the nature and scope of internal
control of the Group during the financial year.
Board Responsibility
The Board is ultimately responsible for the Group’s system of internal control which includes the
establishment of an appropriate control environment and framework as well as reviewing its adequacy
and integrity.
The system of internal control covers, inter alia, risk management and financial, organizational,
operational and compliance controls. Because of the limitations that are inherent in any system of
internal control, this system is designed to manage, rather than eliminate, the risk of failure to achieve
the Group’s objectives. Accordingly, it can only provide reasonable but not absolute assurance against
material misstatement or loss, it is possible that internal controls can be circumvented or overridden.
Furthermore, because of changing circumstances and conditions, the effectiveness of an internal control
system may vary over time.
Key Elements of the System of Internal Control
The following sets out the key elements of the system of internal control of the Group, which have been
in place throughout the financial year and up to the date of the Directors’ Report.
There is in place a clearly defined organizational structure within the Group with formally defined lines
of responsibility and delegation of authority. A process of hierarchical reporting has been established
which provides for a documented trail of accountability.
Significant changes in the business and the external environment are reported to the Board during the
Board meetings. Quarterly financial and other information are also provided to the Audit Committee and
the Board. This oversight review enables the Board to control and evaluate the business performance
so as to ensure that the Group is achieving its corporate objectives. The role of the Audit Committee in
respect of its review of the system of internal controls is described in the Audit Committee Report
included in this annual report.
There is also submission of monthly financial and operational information to the Operating Committee,
that includes the monthly and year-to-date financial results and comparisons to the pre-determined key
performance indicators. Based on this monitoring of results against budget, significant variances are
identified and management action taken, where necessary. The role of the Operating Committee was
subsequently empowered to the Chief Executive Officer (CEO) with the setting up of the new DiGi
Management Team (the composition comprised CEO and 4 members of management) and the said
committee was dissolved by the Board on 10 November 2004. In addition, an Investment Committee
was established in December 2004 with the aim to support the decision making process in connection
with investments and divestment transactions in the Group.
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There is an annual budgeting and business plan process where the management would prepare budgets
for the forthcoming financial year in which these are submitted to and approved by the Board.
Other control procedures include the establishment of appropriate limits of authority for the Board, the
Operating Committee and senior management for appropriate approval of transactions. There are
established policies on health and safety, employees training and development, staff performance and
evaluation. These procedures are relevant across the Group’s operations and provide for continuous
assurance to be given to management and, finally to the Board.
Enterprise Risk Management Framework
The risk management processes of the Group have been enhanced with the formation of a Risk
Management function, in July 2004, and a Risk Management Committee, in December 2004. The Risk
Management Committee is chaired by the Chief Executive Officer and is responsible for communicating
to the Board/Audit Committee the critical risks the Group faces, their changes and the action plans to
manage these risks.
During the 2004 financial year, a series of meetings and workshops with key senior members of the
management were conducted to update the Risk Profile of the Group and to enhance their
understanding and knowledge of risk management. The key risks identified through this process were
subsequently consolidated and presented to the Risk Management Committee and Audit Committee for
their consideration in January and February 2005, respectively. Based on the Risk Profile, there will be
a requirement to submit quarterly management reports on the status of key risks to the Heads of
functions for reporting to the Group Risk Management Committee.
Work has commenced on compilation of a Risk Management Manual, which on completion and
endorsement by the Risk Management Committee will be issued to all employees with the purpose of
outlining the risk management framework of the Group and providing practical guidance on risk
management issues.
In 2005, the Risk Management function will undertake the following initiatives to further enhance the
risk management framework and control structure of the Group:
To further inculcate the risk management culture, a series of training and awareness sessions will be
conducted, targeting various levels of staff across all departments and disciplines.
A review and enhancement of the Group’s Business Continuity Plan will be initiated to identify the
critical business processes, systems and resources and to ensure that adequate plans are in place to
enable the Group to maintain operational and financial continuity in the event of adverse
circumstances.
Further enhancements to the Group’s risk management and system of internal control are planned
with reviews of the Group’s information security policies and practices and revenue assurance
processes, which are used to monitor potential revenue leakage that may arise during day to day
operations.
21
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(continued)
Internal Audit Function
The Group has in place an internal audit function, which assists the Board in conducting appropriate
reviews to ensure that key controls established by the Board and management are operating effectively
in order for the Board to achieve the objective of ensuring the adequacy and effectiveness of the system
of internal control.
Internal audit reviews the control processes implemented by the management, and reports to the Audit
Committee on a quarterly basis. Internal audit adopts a risk-based approach in the review of the
internal controls in the key activities of the Group’s businesses on the basis of an annual internal audit
plan that had been presented to and approved by the Audit Committee.
Weaknesses of Internal Controls that Result in Material Losses
There were no material losses incurred during the current financial year as a result of weaknesses in
internal control. Management continues to take measures to strengthen the control environment.
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Other Compliance Information
Non-Audit Fees
The amount of non-audit fees paid to external auditors for the financial year ended 31 December 2004
is RM41,750.
Material Contracts
Save as disclosed below, neither the Company nor any of its subsidiary companies had entered into any
material contracts which involved directors' and/or major shareholders' interests, either still subsisting
at the end of the financial year ended 31 December 2004, or which were entered into since the end of
the previous financial year.
Date
25 November 2004
Parties
Cosmo’s World Theme Park Sdn Bhd
DiGi Telecommunications Sdn Bhd (a subsidiary of DiGi.Com Berhad).
General nature of contract
An agreement in relation to the sponsorship rights on the IMAX
brand granted by Cosmo's World Theme Park Sdn Bhd to DiGi
Telecommunications Sdn Bhd.
Consideration and mode of
satisfaction
Total consideration is RM2.0 million for a two-year tenure commencing
1 January 2005 and a sum of RM0.25 million shall be satisfied upon signing
of the agreement and subsequently, RM0.25 million will be paid on
quarterly basis until the whole sponsorship fee is fully paid.
Relationship
Tan Sri Dato' Seri Vincent Tan Chee Yioun is a major shareholder of
DiGi.Com Berhad and Berjaya Times Square Sdn Bhd. Cosmo's World
Theme Park Sdn Bhd is a wholly owned subsidiary of Berjaya Times
Square Sdn Bhd. Subsequently on 23 December 2004, Tan Sri Dato' Seri
Vincent Tan Chee Yioun became a major shareholder of Berjaya Times
Square Sdn Bhd through Matrix International Berhad, which Tan Sri Dato'
Seri Vincent Tan Chee Yioun is a major shareholder.
23
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Composition
Dato’ Ab. Halim Bin Mohyiddin Chairman/Independent Non-Executive Director
Tun Dato’ Seri Dr Lim Chong Eu Member/Independent Non-Executive Director
Christian Storm (appointed on 10.11.2004) Member/Non-Independent Non-Executive Director
Ole Bjorn Sjulstad (resigned on 10.11.2004) Member/Non-Independent Non-Executive Director
Meetings
The Audit Committee held six meetings during the financial year ended 31 December 2004 which were
attended by all the members. Representatives of the external auditors and other officers of the Group
were also invited to attend and brief the members on specific issues during deliberations by the Audit
Committee.
Summary of Activities
The activities undertaken by the Audit Committee during the financial year ended 31 December 2004
included the following:
Reviewed the quarterly unaudited financial results/reports and annual audited financial statements
before submission to the Board for consideration and approval;
Reviewed the external auditors’ scope of work and audit plans for the year;
Reviewed and discussed the external auditors’ audit report and areas of concern in the management
letter thereof, including management’s response;
Assessed the adequacy and effectiveness of the system of internal control and accounting control
procedures and the weaknesses of the Group’s operating units by reviewing the various internal audit
reports and management responses thereto and ensuring significant findings are adequately
addressed by management;
Reviewed the adequacy and relevance of the scope, functions and resources of internal audit and that
it has the necessary authority to carry out its work; and
Reported to the Board on its activities and significant findings and results.
Internal Audit Function
The Group has an established Internal Audit Division which assists the Audit Committee in the discharge
of its duties and responsibilities. The Group’s Internal Audit Division conducted programmed
independent reviews and evaluated risk exposures relating to the Group’s governance, operations and
information systems. The audit reviews also included assessing the means of safeguarding assets; and
the economy and efficiency with which resources are employed. Further details of the activities of the
Internal Audit Division are set out in the Statement on Internal Control on pages 20 to 22.
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Terms of Reference
1. Membership
The Committee shall be appointed by the Board from amongst the Directors and shall consist of not less
than three members, a majority of whom shall be Independent Directors and at least one member of
the Committee must be a member of the Malaysian Institute of Accountants or such other qualifications
and experience as approved by Bursa Malaysia Securities Berhad (‘Bursa Securities’).
A quorum shall consist of two members and a majority of the members present must be Independent
Directors.
If a member of the Audit Committee resigns, dies or for any other reason ceases to be a member with
the result that the number of members is reduced to below three, the Board of Directors shall, within
three months of that event, appoint such number of new members as may be required to make up the
minimum number of three members.
2. Chairman
The Chairman of the Committee shall be an Independent Director appointed by the Board. He shall
report on each meeting of the Committee to the Board.
3. Secretary
The Company Secretary shall be the Secretary of the Committee and shall be responsible, in
conjunction with the Chairman, for drawing up the agenda and circulating it, supported by explanatory
documentation to the Committee members prior to each meeting.
The Secretary shall also be responsible for keeping the minutes of meetings of the Audit Committee and
circulating them to the Committee members and to the other members of the Board of Directors.
4. Frequency of Meetings
Meetings shall be held not less than four times a year and will normally be attended by the Officer
charged with the responsibilities of the Group’s finance and Head of Internal Audit. The presence of
external auditors will be requested if required and the external auditors may also request a meeting if
they consider it necessary.
The Committee may regulate its own procedure in lieu of convening a formal meeting by means of video
or teleconferencing or any other means of audio or audio-visual communications.
25
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(continued)
5. Authority
The Committee is authorised by the Board to investigate any activity within its terms of reference and
shall have unrestricted access to both the internal and external auditors and to all employees of the
Group. The Committee is also authorised by the Board to obtain external legal or other independent
professional advice as necessary.
The Committee is also authorised to convene meetings with the external auditors excluding the
attendance of the executive members of the Committee, wherever deemed necessary.
6. Duties
The duties of the Committee shall be:
(a)
To consider the appointment of external auditors, the audit fee and any questions of resignation
or dismissal including recommending the nomination of person or persons as external auditors;
(b)
To discuss with the external auditors where necessary, on the nature and scope of audit and to
ensure coordination of audit where more than one audit firm is involved;
(c)
To review the quarterly results and year-end financial statements prior to the approval by the
Board, focusing on:
going concern assumption
compliance with accounting standards and regulatory requirements
any changes in accounting policies and practices
significant issues arising from the audit
major judgemental areas
(d) To prepare Audit Committee Report at the end of each financial year;
(e) To discuss problems and reservations arising from the interim and final external audits, and any
matters the external auditors may wish to discuss (in the absence of management, where
necessary);
(f) To review the external auditors’ management letter and management’s response;
(g) To review any related party transaction and conflict of interest situation that may arise within the
Company or Group including any transaction, procedure or course of conduct that raises question
of management integrity;
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(h) To do the following in respect of the internal audit function:
review the adequacy of scope, functions and resources of the internal audit function and that it
has the necessary authority to carry out its work;
review internal audit programme;
ensure coordination of external audit with internal audit;
consider the major findings of internal audit investigations and management’s response, and
ensure that appropriate actions are taken on the recommendations of the internal audit function;
review any appraisal or assessment of the performance of the staff of the internal audit function;
approve any appointment or termination of senior staff member of the internal audit function;
inform itself of resignations of internal audit staff members and provide the resigning staff
member an opportunity to submit his/her reason for resignation;
to monitor related party transactions entered into by the Company and its subsidiaries, and to
ensure that the Directors report such transactions annually to shareholders via the annual
report;
to review and monitor the effectiveness of internal control systems and to evaluate the systems
with the external auditors;
(i)
To carry out such other responsibilities, functions or assignments as may be defined jointly by the
Audit Committee and the Board of Directors from time to time;
(j) In compliance with Paragraph 15.17 of Bursa Securities Listing Requirements, where the Committee
is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting
in a breach of the Bursa Securities Listing Requirements, the Committee must promptly report such
matter to Bursa Securities.
27
DiGi AR 04(p28-29)only
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Management Team
Morten Lundal
Chief Executive Officer
‘‘
Morten took over as Chief Executive
Officer in July 2004. Prior to DiGi,
he was Executive Vice President of
Corporate Strategy and Business
Development at Telenor, and a
member of the Telenor Executive
Board from 2000-2002. He was
appointed CEO of Telenor Business
Solutions after
joining Telenor
Choo Lin
taken by Khor
e
tur
pic
S
M
M
as CEO of its
Internet business area in
February 1997. Previous employments
were with Gemini Consulting, A.T.
Kearney and Dyno Industries. Morten
has a Master in Business and
Economics from the Norwegian School
of Management, and an MBA from
IMD, Switzerland.”
MMS picture
taken by Joh
an
Dennelind
Jon Eddy
Chee Pok Jin
Chief Marketing Officer
‘‘
Pok Jin was appointed Chief
Marketing Officer in March
2005. Prior to joining DiGi,
he was Senior General
Manager at Harpers’ Trading
(M) Sdn Bhd, a subsidiary of
Zurich-based DKSH group of
companies; Head of Marketing
MMS pictur
e taken by
and
Product Management for
Morten Lu
ndal
the Consumer Business Division
(2002-2004) at Maxis Communications Berhad;
and Vice President, Head of Sales and Mass
Market, Citibank. He also spent 15 years with
Procter and Gamble (1982-1997), assuming
the position of Sales Director for Singapore
and Malaysia in 1995.”
Chief Technology Officer
‘‘
Jon came on board in February 2002
as Chief Technical Officer, and was
appointed Chief Technology Officer in
October 2004. Pre-DiGi, he was Chief
Technical Officer at Cesky Mobil in the
Czech Republic for two years, and
Director for the Regional Technical
Center at Lucent Technologies. He also
spent time with US West International
(Maxis) as Director of RF Engineering.
Jon started his career as a
communications engineer for the
Boeing Defense and Space Group in
the US. He graduated from Montana
State University with a Bachelor of
Science in Electrical Engineering.”
DiGi AR 04(p28-29)only
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Johan Dennelind
‘‘
MMS picture taken
Chief Financial Officer
Johan was appointed Chief Financial Officer in
November 2004. He was previously CFO and
Deputy CEO of Telenor AB and Director of
International Business Development for the
Nextra Group. His career in telecommunications
began with Telia AB, starting out as a management
trainee in the mid 90s. Johan graduated with a
Master of Science in Business Administration from
the University of Orebro, Sweden.”
by Tunku Alizakri
MMS pictur
e taken by
MMS pictur
e taken by Jo
n Eddy
Tunku Alizakri Raja Muhammad Alias
‘‘
Head of Corporate Affairs
Prior to joining DiGi on April 18, 2005,
Tunku Alizakri was Vice President and
Head of Maybank Group Strategic Planning
(2001-2005). Previous to that, he was with
the Sime Darby Group (1996-1999), first as
an executive in Group Corporate Planning,
then as Special Assistant to the CEO of the
Plantations Division. Tunku Alizakri is trained
legally as a Barrister at Law (Lincoln’s Inn),
with an LLB from King’s College (University
of London). He has an MBA from Cornell
University.”
Chee Pok
Jin
Khor Choo Lin
‘‘
General Manager of Human Resource and
Administration
Prior to joining DiGi in February 1997,
Choo Lin served for 17 years at Intel
Malaysia, as the Compensation and
Benefits Manager. She was promoted
to Regional Compensation and Benefits
Manager, Intel Asia Pacific, and also
assumed the position of Human
Resource Manager of Intel Singapore
and Intel Australia in 1993. Choo Lin
holds a Bachelor in Mathematics from
Queen’s University, Canada.”
29
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With a long coastline of about
4,700km, Malaysia boasts
many natural wetlands in the
form of lakes, rivers, peat
swamps, mangroves and coral
reefs. These waterlogged
places are ecological treasure
troves, supporting a host of
biological life. Wetlands also
provide a natural filter for
drinking water, and protect us
from floods.
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DiGi is launching The Wetland Restorer of Perak project in the second quarter, 2005
Photo credit: Wetlands International
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Group Financial Summary
Year ended
31 December 2004
Year ended
31 December 2003
RM’000
RM’000
RM’000
RM’000
RM’000
2,233,703
1,713,529
1,289,564
747,042
887,004
Profit before taxation
446,843
201,536
145,770
121,921
152,145
Profit after taxation
317,355
142,223
100,870
158,921
152,145
Total assets
3,566,347
3,247,432
3,008,517
2,410,361
2,077,263
Shareholders’ fund
1,777,193
1,459,838
1,317,615
1,216,745
1,057,824
655,546
750,035
815,715
678,002
490,906
14.2%
8.3%
7.8%
21.3%
17.2%
Revenue
Long term liabilities
Profit after taxation as % of revenue
Year ended Eight months ended
31 December 2002 31 December 2001
Year ended
30 April 2001
(Restated )
Earnings per share (sen)
42.3
19.0
13.4
21.2
20.3
Net tangible assets per share (RM)
2.30
1.84
1.64
1.53
1.38
Note: The above group financial summary has been prepared to conform with the current year’s presentation of the financial statements.
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152,145
121,921
145,770
201,536
446,843
887,004
747,042
1,289,564
RM ’000
1,713,529
RM ’000
2,233,703
Revenue
2004 2003 2002 2001* 2001
2004 2003 2002 2001* 2001
2004 2003 2002 2001* 2001
2004 2003 2002 2001* 2001
1,057,824
1,216,745
1,317,615
1,459,838
1,777,193
2,077,263
2,410,361
3,008,517
3,247,432
152,145
3,566,347
RM ’000
158,921
Shareholders’ fund
RM ’000
2004 2003 2002 2001* 2001
2004 2003 2002 2001* 2001
Note: * Denotes eight months ended 31 December 2001
1.38
1.53
1.64
1.84
490,906
678,002
815,715
RM
750,035
Net tangible assets per share
RM ’000
655,546
2.30
100,870
Total assets
RM ’000
142,223
Profit after taxation
317,355
DiGi AR 04
2004 2003 2002 2001* 2001
33
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Ringkasan Kewangan Kumpulan
Tahun berakhir
31 Disember 2004
Tahun berakhir
31 Disember 2003
RM’000
RM’000
RM’000
RM’000
RM’000
2,233,703
1,713,529
1,289,564
747,042
887,004
Keuntungan sebelum cukai
446,843
201,536
145,770
121,921
152,145
Keuntungan selepas cukai
317,355
142,223
100,870
158,921
152,145
Jumlah aset
3,566,347
3,247,432
3,008,517
2,410,361
2,077,263
Dana pemegang saham
1,777,193
1,459,838
1,317,615
1,216,745
1,057,824
655,546
750,035
815,715
678,002
490,906
14.2%
8.3%
7.8%
21.3%
17.2%
Hasil
Tanggungan jangka panjang
Keuntungan selepas cukai sebagai % hasil
Tahun berakhir Lapan bulan berakhir
31 Disember 2002
31 Disember 2001
Tahun berakhir
30 April 2001
(Dinyata semula )
Pendapatan sesaham (sen)
42.3
19.0
13.4
21.2
20.3
Aset ketara bersih sesaham (RM)
2.30
1.84
1.64
1.53
1.38
Nota: Ringkasan kewangan kumpulan di atas telah disediakan mengikut pembentangan baru penyata kewangan bagi tahun semasa.
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35
152,145
121,921
145,770
201,536
446,843
887,004
747,042
1,289,564
RM ’000
1,713,529
Keuntungan sebelum cukai
RM ’000
2,233,703
Hasil
2004 2003 2002 2001* 2001
2004 2003 2002 2001* 2001
2004 2003 2002 2001* 2001
2004 2003 2002 2001* 2001
2004 2003 2002 2001* 2001
Nota: * Menandakan lapan bulan berakhir 31 Disember 2001
1.38
1.53
1.64
1.84
2.30
490,906
678,002
815,715
RM
750,035
Aset ketara bersih sesaham
RM ’000
655,546
Tanggungan jangka panjang
2004 2003 2002 2001* 2001
1,057,824
1,216,745
1,317,615
1,459,838
1,777,193
2,077,263
2,410,361
3,008,517
3,247,432
152,145
3,566,347
RM ’000
158,921
Dana pemegang saham
RM ’000
100,870
Jumlah aset
RM ’000
142,223
Keuntungan selepas cukai
317,355
DiGi AR 04
2004 2003 2002 2001* 2001
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Malaysia has a rich oral tradition. Storytellers were
once powerful communicators who could influence the
community and share moral values. They have been
known to even change the destinies of kings and states.
The wayang kulit (puppet show) is just one form of
traditional storytelling in the country.
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DiGi is launching The Storyteller of Perlis project in the fourth quarter, 2005
DiGi AR 04
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Chairman’s Statement / Penyata Pengerusi
Pemegang Saham Yang Dihargai,
Terlebih dahulu, izinkan saya menyatakan
bahawa saya amat berbesar hati kerana
Dear Shareholders,
berpeluang menyampaikan perutusan
First of all, I’d like to express my
ini selaku pengerusi DiGi.Com Bhd (DiGi),
pleasure at being able to address you as
jawatan yang baru saya pegang selepas
DiGi.Com Bhd’s (DiGi) Chairman, a
mengambil alih daripada Tan Sri Dato’
relatively new position I hold since taking
Seri Vincent Tan Chee Yioun pada
over from Tan Sri Dato’ Seri Vincent Tan
12 Januari 2005. Bagi pihak Lembaga
Chee Yioun on January 12, 2005. On
Pengarah, saya juga ingin mengucapkan
behalf of the Board, I’d also like to
terima kasih kepada Tan Sri kerana
thank Tan Sri for his contribution
sumbangan beliau kepada kemajuan
towards DiGi’s progressive success.
progresif DiGi selama ini.
Last year was full of challenges for
Pada tahun lepas, DiGi menempuh
DiGi. Market competition was intense and
pelbagai cabaran. DiGi menghadapi
there were regulatory changes to contend
persaingan pasaran begitu sengit dan
with. Within this framework, however,
terpaksa berdepan dengan perubahan
DiGi still performed extremely well.
berkaitan pengawalseliaan. Namun,
dalam persekitaran mencabar ini, kami
tetap mencatatkan prestasi yang amat
memberangsangkan.
‘‘
Our customer base grew
47% to reach 3.24 million –
representing total market share
of 22% as at end December –
and this contributed to a very
impressive 30% increase in
revenue from RM1.71 billion
to RM2.23 billion.”
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Our customer base grew 47% to
reach 3.24 million – representing total
market share of 22% as at end December
– and this contributed to a very impressive
30% increase in revenue from RM1.71
billion to RM2.23 billion. At the same
time, profit before tax more than doubled
from RM202 million to RM447 million.
If there is one underlying reason
for DiGi’s impressive performance, it is
this: strategic thinking. We understood
the potential of the rural and urban
youth market and attracted customers
from these areas by offering highly
competitive pricing. We also capitalised
on the growing business market,
Bilangan pelanggan kami meningkat
particularly within the small and
47% untuk mencecah angka 3.24 juta –
medium-sized industry (SMI). As a result
yang mewakili jumlah bahagian pasaran
of gauging, and catering to, the specific
sebanyak 22% pada akhir Disember –
requirements of the SMI niche, this
dan ini menyumbang kepada peningkatan
business segment contributed 47% of
hasil 30% yang mengagumkan, daripada
our total growth in subscribers in 2004.
RM1.71 bilion kepada RM2.23 bilion. Pada
While our customer base has
masa yang sama, keuntungan sebelum
increased substantially, our blended
cukai meningkat lebih dua kali ganda
average revenue per user (ARPU)
daripada RM202 juta kepada RM447 juta.
remained stable at around RM59 in 2004.
We have also been strategic in
Faktor utama yang memacu prestasi
cemerlang DiGi ialah pemikiran strategik.
meeting customers’ wants and needs.
Kami memahami potensi pasaran belia
In 2004, DiGi launched a number of
luar bandar dan bandar dan menarik
new products and services, all of
pelanggan dari kawasan-kawasan ini
which have one ultimate aim: to add
dengan menawarkan harga yang
convenience and flexibility to Malaysians’
kompetitif. Kami juga mengambil
increasingly mobile lifestyles. DiGi
kesempatan daripada pasaran perniagaan
yang semakin berkembang pesat,
khususnya industri saiz kecil dan
sederhana (IKS). Hasil kejayaan kami
menilai dan memenuhi keperluan khusus
pasaran IKS, segmen perniagaan tersebut
menyumbang 47% daripada pertumbuhan
jumlah pelanggan pada 2004.
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(continued)
products and services increase the
/ Penyata Pengerusi
(sambung)
Walaupun bilangan pelanggan kami
number of daily functions that can be
telah meningkat secara mendadak,
executed over the mobile, and are
purata hasil setiap pengguna (ARPU)
always designed to be easy to use.
tergabung tetap stabil, iaitu di sekitar
The icing on the cake was, of
course, the launch of EDGE. DiGi had in
RM59 pada 2004.
Kami juga memainkan peranan
2003 reported that we would introduce
strategik untuk memenuhi kehendak
EDGE to the local market, and we kept
dan keperluan pelanggan. Pada 2004,
our word. This, in itself, is something
DiGi melancarkan beberapa produk dan
DiGi prides itself on – doing what we say
perkhidmatan baru, semuanya dengan
we will do. While we aim to keep the
matlamat mutlak: untuk meningkatkan
market surprised with our innovations,
fleksibiliti dan memudahkan lagi gaya
we also intend to establish trust in us
hidup rakyat Malaysia yang semakin
as a responsible organisation that does
kerap bergerak. Produk dan perkhidmatan
not make empty claims.
DiGi meningkatkan bilangan fungsi
harian yang boleh digunakan menerusi
telefon mudah alih dan sentiasa direka
suai supaya mudah digunakan.
Sorotan utama tahun lepas ialah
pelancaran EDGE. Pada 2003, DiGi
melaporkan bahawa kami akan
memperkenalkan EDGE kepada pasaran
tempatan, dan kami telah memenuhi
janji kami. Ini adalah sesuatu yang
amat dibanggakan oleh DiGi – iaitu
kesungguhan untuk mengotakan segala
yang kami katakan. Sambil mempelopori
pasaran dengan pelbagai inovasi, kami
juga berhasrat membina kepercayaan
umum terhadap kami sebagai sebuah
organisasi bertanggungjawab yang tidak
membuat janji kosong semata-mata.
‘‘
While we aim to keep the market surprised with
our innovations, we also intend to establish
trust in us as a responsible organisation that
does not make empty claims.”
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DiGi juga telah mengambil langkahlangkah strategik untuk mengurangkan
kos bagi mempertingkatkan tahap
pengurusan dan kecekapan operasi kami.
Syarikat telah melaksanakan proses
penyusunan semula dalaman secara
besar-besaran untuk menyelaraskan
fungsi dan prosedur. Hasilnya, tugas
dan tanggungjawab ditakrifkan dengan
lebih jelas dan kini terdapat
DiGi has also been strategic
kebertanggungjawaban individu yang
in reducing costs to improve our
lebih besar. Walaupun kami sangat yakin
management and operational efficiency.
bahawa kejayaan boleh dicapai dengan
The company underwent massive
semangat berpasukan, kami tetap
internal restructuring to streamline
menggalakkan dan memperkasakan
functions and procedures. As a result,
setiap individu untuk menyumbang
responsibilities are more clearly defined
kepada kejayaan syarikat.
and there is greater individual
Malah keputusan kami untuk
accountability. While we believe
melabur RM65 juta dalam ibu pejabat
strongly in team spirit, we also believe
kami adalah satu langkah strategik.
in encouraging and empowering each
Kajian-kajian telah membuktikan
individual to contribute to the
bahawa suasana pejabat yang ceria
company’s success.
dan ergonomi akan menggalakkan
Even our RM65 million investment
produktiviti. Kami telah melihatnya
in our new headquarters is strategic.
sendiri di Telenor, dan saya gembira
Studies have proven that a bright,
kerana DiGi sedang mengambil langkah
ergonomic office is conducive to
yang sama.
productivity. We have seen this in
Ternyata bahawa kehadiran Telenor
Telenor, and I’m pleased that DiGi is
sebagai pemegang saham utama DiGi,
moving in the same direction.
dengan kepentingan ekuiti 61%,
Indeed, having Telenor as a major
membawa pelbagai manfaat kepada
shareholder in DiGi — with 61% equity
DiGi. Telenor mempunyai perniagaan
— holds numerous benefits for DiGi.
mudah alih di 12 buah negara di luar
Telenor has mobile businesses in 12
Norway, termasuk Pakistan, Bangladesh
countries outside Norway, including
dan Thailand. Syarikat ini mempunyai
Pakistan, Bangladesh and Thailand.
pengetahuan luas tentang pasaran
The company, consequently, has vast
komunikasi mudah alih yang sedang
knowledge of developing and maturing
membangun dan matang. Pengetahuan
mobile markets. This represents a rich
intelektual yang luas ini boleh dan
intellectual base that can be, and is,
sedang dimanfaatkan oleh DiGi. Justeru,
tapped by DiGi. For that reason, we call
kami menggelar DiGi sebuah “Syarikat
DiGi a “Malaysian company with a
Malaysia dengan sentuhan Norwegian”.
Norwegian flavour”.
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(continued)
What makes DiGi truly Malaysian is
/ Penyata Pengerusi
(sambung)
Faktor yang menjadikan DiGi
our involvement in the community. DiGi
sebuah syarikat Malaysia sejati ialah
takes pride in being socially aware and
penglibatan kami dalam pembangunan
has adopted culture and heritage as
masyarakat. DiGi berbangga dengan
our focus in community projects. Our
keprihatinan sosialnya dan kami
corporate social responsibility (CSR)
menjadikan budaya dan warisan
programme exposes children and youth,
sebagai tumpuan utama projek-projek
in particular, to Malaysian culture and
kemasyarakatan kami. Program
tradition. In so doing, we do not just
tanggungjawab sosial korporat (TSK)
increase awareness among the younger
kami mendedahkan kanak-kanak dan
generation of their country’s heritage,
belia secara khususnya kepada budaya
but also help to preserve this.
dan tradisi Malaysia. Dengan berbuat
The Board is very pleased with
demikian, kami bukan sahaja akan
DiGi’s performance in 2004 which is the
meningkatkan kesedaran tentang
result of joint efforts by DiGi staff and
warisan negara di kalangan generasi
management, directors, partners and
muda, tetapi juga membantu memulihara
associates, as well as dealers and
warisan tersebut.
distributors. I would like to thank these
Lembaga Pengarah sangat gembira
various groups for their unrelenting
dengan prestasi DiGi pada 2004. Kami
commitment to DiGi.
sedar bahawa kejayaan ini dicapai berkat
At the same time, I would like to
usaha gigih dan kerjasama antara semua
thank the Ministry of Energy, Water
kakitangan dan pengurusan, pengarah,
and Communications; the Malaysian
rakan niaga dan sekutu DiGi, di samping
Communications and Multimedia
wakil penjual dan pengedar kami. Saya
Commission; and the media for their
mengucapkan terima kasih kepada
continued support.
kumpulan-kumpulan ini kerana komitmen
tidak berbelah bagi mereka kepada DiGi.
Pada masa yang sama, saya
mengucapkan terima kasih kepada
Kementerian Tenaga, Air dan Komunikasi,
Suruhanjaya Komunikasi dan Multimedia
Malaysia dan pihak media kerana
sokongan berterusan mereka.
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Finally, I’d like to express my
Akhir sekali, saya merakamkan
gratitude to the more than three million
setinggi-tinggi penghargaan kepada
DiGi customers who have given us their
lebih tiga juta pelanggan DiGi yang
vote of support by buying into our brand,
telah memberikan kami sokongan
proving DiGi is “getting it right”. While
kukuh dengan memilih jenama kami,
many things in DiGi will change as we
dan langganan mereka membuktikan
evolve, there will always remain one
bahawa DiGi ‘melakukannya dengan
fundamental constant: our commitment
betul’. Sambil kami berkembang maju,
to our customers, and our desire to
pelbagai faktor dalam DiGi akan
serve them better, all the time.
berubah. Namun, satu perkara asas
akan sentiasa dikekalkan: Komitmen
kami kepada para pelanggan dan hasrat
kami untuk menyediakan perkhidmatan
yang lebih baik kepada mereka, pada
setiap masa.
Arve Johansen
Chairman
March 25, 2005
Arve Johansen
Pengerusi
Mac 25, 2005
‘‘
While many things in DiGi
will change as we evolve,
there will always remain one
fundamental constant: our
commitment to our
customers.”
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Sarawak is home to a number of
indigenous communities, such as
the Iban, Bidayuh, Kenyah, Kayan,
Kedayan, Murut, Punan, Bisayah,
Kelabit, Berawan, Penan and
Melanau. These communities have
their own cultural traditions which
are in danger of being lost as a
result of modernisation.
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DiGi is launching The Knowledge Keeper of Sarawak project in the third quarter, 2005
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CEO’s Statement / Penyata Ketua Pegawai Eksekutif
‘‘
In 2004, DiGi performed even
better than analysts predicted.
Many factors contributed
towards this, but our core
philosophy… no doubt played
a significant part. ”
2004 was a great year for DiGi. One
Tahun 2004 menandakan tahun yang
which saw us come out with a string of
cemerlang bagi DiGi. DiGi banyak
firsts in terms of product launches, while
mencapai kejayaan cemerlang yang
greatly increasing both our customer
menyaksikan kami memainkan peranan
base as well as coverage. We launched
sebagai pelopor dengan melancarkan
EDGE, Malaysia’s first high speed mobile
beberapa produk baru, di samping
network. We introduced MobileTV™. We
meningkatkan bilangan pelanggan
revolutionised the process of reloads.
dan liputan kami secara meluas. Kami
We even enabled users to transfer
telah melancarkan EDGE, rangkaian
talktime to one another.
mudah alih kelajuan tinggi pertama
In 2004, DiGi performed even
Malaysia. Kami turut memperkenalkan
better than analysts predicted, quarter
MobileTV™. Kami membawa
upon quarter. Many factors contributed
pembaharuan besar kepada proses
towards this, but our core philosophy
tambahan nilai. Malah, kami juga
of marketing smartness, operational
membolehkan pengguna
excellence and organisational effectiveness
memindahkan masa percakapan kepada
has shaped a value-based management
satu sama lain.
and organisation that no doubt played a
significant part.
Revenue increased 30% from
Pada 2004, prestasi DiGi mengatasi
jangkaan penganalisis untuk setiap suku
tahun. Banyak faktor yang menyumbang
RM1.71 billion in 2003 to RM2.23 billion,
kepada kejayaan ini, tetapi falsafah teras
driven mainly by the 47% growth in our
kami, iaitu kebijaksanaan pemasaran,
mobile customer base which reached
kecemerlangan operasi dan keberkesanan
3.24 million. Our prepaid customer base
organisasi telah membentuk pengurusan
rose by 46% to 3.07 million while
dan organisasi berasaskan nilai yang
postpaid grew 64% to 175,000. Net
jelas memainkan peranan penting.
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Hasil meningkat 30% daripada
RM1.71 bilion pada 2003 kepada
RM2.23 bilion, dipacu terutamanya oleh
pertumbuhan 47% bilangan pelanggan
mudah alih kami yang kini mencecah
additions for prepaid and postpaid
3.24 juta. Bilangan pelanggan prabayar
were 966,000 and 68,000 customers
kami meningkat sebanyak 46% kepada
respectively.
3.07 juta manakala pelanggan pasca
Thanks to solid revenue development,
bayar bertambah 64% kepada 175,000.
careful cost management and economies
Penambahan bersih bagi khidmat
of scale, DiGi’s EBITDA increased to
prabayar dan pasca bayar ialah 966,000
RM979 million from RM699 million.
dan 68,000 pelanggan.
EBITDA margin surged to 44% from 41%.
Dengan pembangunan hasil yang
DiGi’s operating cash flow, meanwhile,
mantap, pengurusan kos yang teliti
rose from RM136 million to RM455 million,
dan manfaat ekonomi skala, EBITDA
despite significant investments made
(keuntungan sebelum faedah, cukai,
in coverage and the roll out of our
susut nilai dan pelunasan) DiGi
HighSpeed Mobile Network™.
meningkat daripada RM699 juta kepada
Profit before tax surged 122% to
RM447 million from RM202 million in
2003, while profit after tax posted
123% higher, from RM142 million in
2003 to RM317 million. As a result,
earnings per share increased to 42.3
sen from 19.0 sen.
The mobile communications market
in Malaysia is very dynamic. To give an
example, within just the second half of
2004, mobile penetration shot up from
51% to 57%. A seemingly insatiable
quest for information is driving data
technology evolution. Meanwhile, our
increasingly mobile lifestyle makes
inevitable the convergence of technologies
into one portable device, for greater
convenience. All these are powerful
sources of change.
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CEO’s Statement (continued) /
Penyata Ketua Pegawai Eksekutif
In such an exciting industry, it is
(sambung)
RM979 juta. Margin EBITDA pula
essential to understand market needs
meningkat daripada 41% kepada 44%.
and adapt to these, quickly. At DiGi,
Sementara itu, aliran tunai operasi DiGi
however, we do not just respond to
meningkat daripada RM136 juta kepada
needs and demands. We make a
RM455 juta, walaupun pelaburan besar
conscious effort to drive change. Only
telah dibuat untuk memperluas liputan
by being change agents can we truly
dan melancarkan rangkaian mudah alih
say we’re a leader. Have we achieved
kelajuan tinggi kami.
this? Judging from our innovations in
2004, I feel qualified to say “yes”!
Keuntungan sebelum cukai melonjak
122% kepada RM477 juta berbanding
RM202 juta pada 2003, manakala
keuntungan selepas cukai dilaporkan
What were our innovations in
2004?
123% lebih tinggi, iaitu daripada RM142
juta pada 2003 kepada RM317 juta.
Hasilnya, pendapatan sesaham meningkat
With our EDGE network as a backbone,
we have been able to offer Malaysians
kepada 42.3 sen daripada 19.0 sen.
Pasaran telekomunikasi mudah alih
a range of services that require high
di Malaysia sangat dinamik. Sebagai
broadband speed and bandwidth
contoh, pada separuh kedua 2004
capabilities, such as Internet access,
sahaja, kadar penembusan perkhidmatan
news and financial services, MobileTV™
mudah alih meningkat daripada 51%
and games. These serve to enhance
kepada 57%. Permintaan untuk maklumat
the mobile lifestyle of Malaysians,
yang tidak terbatas memacu evolusi
giving them the flexibility, speed and
teknologi. Sementara itu gaya hidup
convenience of being able to conduct an
increasing number of functions – both
work-related and personal – while on
the move.
Innovations to improve our
customer experience focused on four
main areas: 1) enhanced service by
customer service personnel who
undergo constant training and who
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zaman ini, yang menyaksikan manusia
semakin giat bergerak, bermakna
teknologi akhirnya akan digabungkan
dalam satu peranti mudah alih untuk
kemudahan dan kesenangan pengguna.
Semua perkembangan ini menjadi
pemangkin kepada perubahan.
Dalam industri yang begitu menarik
‘‘
have quicker access to information
ini, keperluan pasaran perlu difahami
required by customers via web-based
dan langkah-langkah harus diambil
portals; 2) access by customers to
untuk menyesuaikan perkhidmatan
information online; 3) increasing the
berasaskannya. Tetapi di DiGi, kami
number of transactions that customers
bukan sekadar bertindak balas memenuhi
can execute electronically, such as
keperluan dan permintaan. Kami
reloading their prepaid accounts; and
berusaha bersungguh-sungguh untuk
transferring talktime from one to
memacu perubahan. Kami hanya dapat
another; and 4) making reloads more
menggelar diri kami sebagai pemimpin
Internally, we cut down the number of our business divisions
from 11 to five… restructuring the company to eliminate
duplication of functions. ”
convenient by allowing for top-ups of any
jika kami menjadi ejen perubahan.
amount equivalent to RM5 and above.
Apakah kami berjaya melakukannya?
Towards better coverage, in 2004
Jika dilihat daripada inovasi yang
we embarked on a No One Covers You
kami pelopori pada 2004, saya rasa
Like DiGi campaign targeting rural as
jawapannya jelas sekali ‘Ya’!
well as urban areas, including Sabah
and Sarawak. This complements our
marketing strategy of focusing on youth
and rural customers.
Apakah inovasi kami pada
2004?
Internally, we cut down the number
of our business divisions from 11 to
Dengan rangkaian EDGE sebagai tunjang,
five — marketing, technology, finance,
kami dapat menawarkan pelbagai
human resources and corporate affairs —
perkhidmatan yang memerlukan kelajuan
restructuring the company to eliminate
jalur lebar dan keupayaan lebar jalur
duplication of functions. We made
yang tinggi kepada rakyat Malaysia,
individual responsibilities more clearly
seperti capaian Internet, berita dan
defined.
perkhidmatan kewangan, MobileTV™ dan
At the same time, we created a
permainan. Semua ini mempertingkatkan
lively atmosphere in which opinions and
gaya hidup bergerak rakyat Malaysia,
ideas are exchanged freely. We feel it is
dengan memberikan mereka fleksibiliti,
important to communicate and challenge
kelajuan dan kesenangan untuk mengguna
each other all the time. To promote
pakai semakin banyak fungsi — sama
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(sambung)
greater interaction among staff, our
ada untuk bekerja atau tujuan peribadi
new headquarters, to be ready end
— sambil bergerak.
2005, will adopt an open-floor concept.
Inovasi untuk meningkatkan
With no designated desks, we will move
pengalaman pelanggan tertumpu kepada
with our laptops into any space available.
empat bidang utama: 1) perkhidmatan
That way, top management will be found
lebih baik oleh kakitangan perkhidmatan
next to junior staff, and communication
pelanggan, yang sentiasa diberikan
barriers will start to break down. Work
latihan dan capaian lebih pantas kepada
on the new HQ began in July 2004.
maklumat menerusi gerbang berasaskan
As a result of our numerous
web 2) capaian oleh pelanggan kepada
innovations internally and externally,
maklumat di dalam talian; 3) menambahkan
the DiGi brand has come to stand for
bilangan urus niaga yang boleh
cool, refreshing smartness. And that is
dilaksanakan oleh pelanggan secara
the way we would like to be seen!
elektronik, seperti menambah nilai akaun
prabayar mereka, dan memindahkan
masa percapakan kepada satu sama
Technology
lain dan 4) memudahkan tambahan
nilai dengan menawarkan penambahan
In 2004, the Technical, International
sebarang jumlah RM5 dan keatas.
and IT divisions were merged to form
Untuk menyediakan liputan yang
the Technology division, which oversees
lebih baik, kami telah melaksanakan
network planning and development,
kempen No One Covers You Like DiGi
service planning and operations, and
pada 2004, yang menyasarkan kawasan
business support systems. This Division
bandar dan luar bandar, termasuk Sabah
has been central to increased coverage,
dan Sarawak. Kempen ini menyokong
better network quality and new
strategi pemasaran kami untuk memberi
products and services.
tumpuan kepada pelanggan belia dan
penduduk luar bandar.
‘‘
As a result of our numerous
innovations internally and externally,
the DiGi brand has come to stand
for cool, refreshing smartness.”
Di dalam syarikat, kami telah
mengurangkan bahagian perniagaan
kami daripada 11 kepada lima – iaitu
pemasaran, teknologi, kewangan,
sumber manusia dan hal-ehwal korporat.
Proses ini dilaksanakan menerusi
penyusunan semula syarikat untuk
mengenepikan penduaan fungsi. Kami
memastikan tanggungjawab individu
kini ditakrifkan dengan lebih jelas.
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In 2004, we built 445 new base
Pada masa yang sama, kami
transceiver stations (BTS), bringing
mewujudkan persekitaran yang ceria
the total at year end to 2,449 sites. The
di mana pendapat dan idea dikongsi
introduction of standard pricing for the
bersama secara bebas. Kami rasa kami
construction of BTS has made the
perlu berhubung dengan satu sama lain
exercise more cost-effective. At the
dan mencabar satu sama lain pada setiap
same time, infrastructure-sharing in the
masa. Untuk mengeratkan hubungan
industry also increased our coverage
kakitangan, ibu pejabat baru kami yang
efficiency.
akan siap menjelang akhir 2005 akan
As a result of network upgrading,
menggunakan konsep lantai terbuka.
by end 2004, DiGi’s customers had
Tanpa sebarang meja khusus untuk
access to EDGE in Klang Valley, Penang
kakitangan, kami akan bergerah bersama
and Johor Bahru. RM125 million was
komputer riba kami ke mana-mana ruang
invested in upgrading the network
yang kosong. Dengan cara ini, pihak
beyond the three areas to include
pengurusan kanan akan duduk
Genting Highlands, Rawang, Negeri
semeja dengan kakitangan
Sembilan, Ipoh, Melaka, Kuantan, Kota
bawahan, dan sekatan
Kinabalu and Kuching. The latest phase
komunikasi akan mula runtuh.
of our EDGE expansion began in
Kerja-kerja membina Ibu
November 2004 and is expected to be
Pejabat baru telah dimulakan
completed by 2005. This will take EDGE
pada Julai 2004.
to a majority of our customers.
Among our key achievements in
Hasil inovasi kami di dalam
dan luar syarikat, jenama DiGi
2004, as compared to 2003, are the
kini dilihat sebagai melambangkan
reduction in outage minutes and
kebijaksanaan hebat. Inilah
customer complaints by 25%
imej yang ingin kami paparkan!
respectively.
The Division also established an EField Force tool to allow for online access
Teknologi
from sites, increasing productivity and
improving troubleshooting.
In addition, DiGi implemented a
Pada 2004, bahagian Teknikal,
Antarabangsa dan IT telah digabungkan
number of IT-based systems to simplify
untuk membentuk bahagian Teknologi.
procedures internally and give staff
Bahagian ini memantau perancangan dan
access to more information. We have
pembangunan rangkaian, perancangan
new IT features to support billing and
perkhidmatan dan operasi, dan sistem
provisioning platforms. Existing servers
sokongan perniagaan. Ia memainkan
and storage were consolidated to
peranan penting dalam usaha memperluas
support capacity on demand and to
liputan rangkaian, meningkatkan kualiti
optimise costs over the long run. Finally,
rangkaian dan membangunkan produk
the enterprise LAN and WAN bandwidths
dan perkhidmatan baru kami.
were expanded to support business
Pada 2004, kami telah membina
operations at regional offices with speed
445 stesen transmisi tapak (STT) baru,
and efficiency.
untuk menjadikan jumlah keseluruhan
sebanyak 2,449 stesen pada akhir tahun.
Langkah memperkenalkan harga piawai
bagi pembinaan STT telah menjimatkan
kos pembinaan. Pada masa yang sama,
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(sambung)
perkongsian infrastruktur dalam industri
juga telah meningkatkan keberkesanan
liputan kami.
Hasil daripada kerja-kerja menaik
taraf rangkaian, pelanggan DiGi
memperolehi capaian kepada EDGE di
Lembah Klang, Pulau Pinang dan Johor
Bahru. Sejumlah RM125 juta telah
dilaburkan untuk menaik taraf rangkaian
di luar tiga kawasan tersebut termasuk
Genting Highlands, Rawang, Negeri
Sembilan, Ipoh, Melaka, Kuantan, Kota
Kinabalu dan Kuching. Fasa terbaru
peluasan liputan EDGE bermula pada
November 2004 dan dijangka lengkap
menjelang 2005. Perkembangan
rangkaian ini akan membawa EDGE
International
In 2004, International operations
continued to register strong growth,
generating total revenue of RM274
million, an increase of 16% over the
previous year. Thanks to innovative
products, customised and quality service,
International doubled its revenue over
the year from the Application Service
Providers market.
The Division continued to establish
new bilateral routes to arbitrage DiGi’s
transit traffic for better quality and
competitive pricing. New routes were
established during the year to India,
Pakistan, Bangladesh and Myanmar.
Meanwhile, DiGi’s international calling
card, chatz™, maintained its market
share with added premium services.
We intend to capitalise on the
growing bandwidth and data business.
And we believe the bundling of IDD
outbound traffic with SMS and MMS
services will further boost revenue.
kepada sebahagian besar daripada
pelanggan kami.
Antara pencapian penting pada
2004 berbanding dengan 2003 ialah
pengurangan minit kegagalan dan
pengurangan aduan pelanggan
sebanyak 25%.
Bahagian ini juga menubuhkan
sebuah Pasukan e-Lapangan untuk
membolehkan capaian dalam talian
daripada tapak, lantas meningkatkan
produktiviti dan penyelesaian masalah.
DiGi juga melaksanakan beberapa
sistem berasaskan IT untuk meringkaskan
prosedur dalaman dan memberikan
kakitangannya capaian kepada lebih
banyak maklumat. Kami kini mempunyai
ciri-ciri IT baru untuk menyokong
pengeluaran bil dan peruntukan landasan.
Pelayan dan simpanan yang sedia ada
disatukan untuk menyokong kapasiti
berasaskan permintaan, dan untuk
mengoptimumkan kos dalam jangka
panjang. Akhir sekali, lebar jalur LAN
dan WAN perusahaan telah diperluas
untuk menyokong operasi perniagaan
di pejabat serantau dengan cekap dan
pantas.
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Regulatory
Antarabangsa
The most significant regulatory
Pada 2004, operasi antarabangsa terus
development in 2004 was the
mencatatkan pertumbuhan kukuh dengan
Government’s stated objective of
menjana hasil berjumlah RM274 juta,
providing nationwide mobile coverage
satu peningkatan 16% berbanding tahun
within a stipulated timeframe. To
sebelumnya.
enhance coverage, the Ministry of
Dengan menawarkan produk inovatif
Energy, Water and Communications
serta perkhidmatan yang berkualiti dan
issued a directive for mobile number
terkhusus, bahagian Antarabangsa
portability, which will allow access to
menggandakan hasil daripada pasaran
other cellular networks if a user’s own
Pembekal Perkhidmatan Aplikasi
network is not available at any given
berbanding tahun sebelumnya.
time. The Malaysian Communications
Bahagian ini terus membentuk
and Multimedia Commission is
sambungan dua hala baru bagi
working on regulations for this.
mengambil kesempatan daripada lalu
Increased coverage already forms
lintas transit DiGi untuk kualiti dan
part of DiGi’s agenda, therefore we
harga yang lebih baik. Sambungan
welcome the Government’s directive.
baru telah dibuat ke India, Pakistan,
Meanwhile, we have continued to stress
Bangladesh dan Myanmar. Sementara
the need for a level playing field. This is
itu, kad panggilan antarabangsa DiGi,
essential for competition and liberalisation
chatz™, telah mengekalkan bahagian
in the truest sense. In response to our
pasaran dengan menawarkan
lobbying, the Government issued a public
perkhidmatan premium tambahan.
inquiry paper in August to assess
Kami berhasrat untuk memanfaatkan
dominance in the communications
perniagaan lebar jalur dan data yang
market in order to redress the situation.
semakin berkembang maju. Kami
percaya langkah menggabungkan
panggilan keluar IDD dengan
Outlook
perkhidmatan SMS dan MMS akan
meningkatkan lagi hasil.
As the mobile communications market
evolves, the focus will shift in 2005 on
sophisticated mobile offerings which
Kawalselia
will require tremendous organisational
capabilities in mobile companies. Mobile
Pembangunan pengawalseliaan paling
will lead the emergence of a new
penting pada 2004 ialah objektif khusus
paradigm in communication, and DiGi
Kerajaan untuk menyediakan liputan
is determined to be a forerunner in
bringing to the market ever-innovative
products and services.
‘‘
DiGi is determined to be a
forerunner in bringing to
the market ever-innovative
products and services.”
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To support our customer services,
(sambung)
mudah alih yang meliputi seluruh negara
we will continue to strengthen our
dalam tempoh yang ditetapkan. Untuk
strategic operations with faster and
meningkatkan kadar liputan, Kementerian
smarter business modules. We will
Tenaga, Air dan Komunikasi mengeluarkan
strive to keep ourselves lean, thus more
arahan untuk membenarkan peralihan
nimble-footed and able to convert
nombor bimbit, yang memberikan
forward-thinking, proactive ideas into
pelanggan capaian kepada rangkaian
reality.
mudah alih lain jika rangkaian pengguna
Finally, DiGi will continue to leverage
itu sendiri tidak boleh dicapai pada bila-
on the vast technological, marketing
bila masa. Suruhanjaya Komunikasi dan
and product strength that the Telenor
Multimedia Malaysia sedang merangka
network has to offer. We will use cross-
peraturan bagi kemudahan ini.
border projects and information-sharing
Liputan yang lebih luas sememang-
with the 12 Telenor affiliates around
nya menjadi sebahagian daripada
the world to further reinforce our
agenda DiGi, justeru kami mengalu-
position as Malaysia’s most innovative
alukan arahan Kerajaan. Sementara itu,
mobile operator.
kami terus menekankan betapa perlunya
mewujudkan persaingan yang adil.
Ini sesuatu yang amat penting agar
persaingan dan liberalisasi dapat
dilaksanakan dalam erti kata yang
Morten Lundal
Chief Executive Officer
March 25, 2005
sebenar. Sebagai tindak balas kepada
gesaan kami, Kerajaan telah menerbitkan
kertas siasatan umum pada bulan Ogos
untuk menilai penguasaan dalam pasaran
komunikasi untuk mengatasi masalah
tersebut.
Tinjauan
Memandangkan pasaran telekomunikasi
mudah alih akan terus berkembang
maju, tumpuan pada 2005 akan beralih
kepada tawaran mudah alih serba
canggih yang memerlukan keupayaan
organisasi luar biasa daripada syarikatsyarikat pengendali perkhidmatan
mudah alih. Perkhidmatan mudah alih
akan menerajui kemunculan paradigma
baru dalan komunikasi, dan DiGi berusaha
gigih untuk mencapai matlamatnya
menjadi pelopor yang membawakan
produk dan perkhidmatan inovatif ke
pasaran.
Untuk menyokong perkhidmatan
pelanggan, kami akan terus mengukuhkan
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operasi strategik kami dengan modul
Malaysia.
perniagaan yang lebih pantas dan pintar.
Kami akan berusaha memastikan
organisasi kami terus cekap dan tangkas
dan mampu menukarkan idea-idea
proaktif berpandangan jauh menjadi
kenyataan.
Akhir sekali, DiGi akan terus
memanfaatkan kekuatan teknologi,
Morten Lundal
Ketua Pegawai Eksekutif
Mac 25, 2005
pemasaran dan produk yang ditawarkan
oleh rangkaian Telenor. Kami akan
memanfaatkan projek merentasi
sempadan dan mengambil kesempatan
daripada perkongsian maklumat dengan
12 sekutu Telenor di seluruh dunia
untuk mengukuhkan lagi kedudukan
kami sebagai pengendali perkhidmatan
mudah alih yang paling inovatif di
‘‘
We will continue to strengthen our strategic operations
with faster and smarter business modules.”
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Malaysia’s cultural heritage is a
precious national asset that needs
to be protected and preserved.
DiGi believes the preservation of
our heritage is the best gift we
could possibly bestow to future
generations.
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On stage, a group of eight to 12-year-olds are banging
away on huge Chinese drums, their hands synchronised
in digi’s
dance-like
as in
they
fill the culture
ballroom
visionmotion
for unity
a diverse
andwith
aims to give
these special
children
a chance
for individual
expresiion
thunderous,
almost
perfect
beat. When
they finish,
as well as to participate and learn in a harmonious
another group performs an African war dance. Then
environment with other children and adults
another sings a Malay song. Each performance is met
by hearty applause. There are smiles everywhere.
This was the scene at Dumelang, a
one-day culture workshop organised by
DiGi in September for underprivileged
children as part of our corporate social
responsibility programme, the DiGi
Yellow Mobile (DYM). The children were
from homes in Kuala Terengganu. They
had spent most of the day
rehearsing with numerous artistes,
flown in from Kuala Lumpur, before
showing off what they learnt in the
exciting finale.
In 2004, two other similar
workshops were held in March and July:
the Ramakien, in which some
100 children performed a Thai version
of the Indian epic, Ramayana; and
Velkommen, which saw another 100
or so children play out a Norwegian
folktale, East of the Sun and West of
the Moon.
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It is an unfortunate fact that,
as countries modernise and join the
growing homogenous global village,
their unique traditions tend to get
forgotten. DiGi is determined that this
should not happen in Malaysia. We
believe culture and heritage are national
assets that should be protected.
2004 was a significant year for DYM
because it marked the end of phase I of
this programme. In January 2005, DiGi
unveiled a new phase of the DiGi Yellow
Mobile, called DiGi’s Amazing Malaysians.
This promises to intensify our involvement
in heritage preservation by turning our
Since the DYM was launched in
2002, 11 culture workshops have been
held nationwide, attended by well over
1,100 children. As a result of DYM, DiGi
has become an integral part of the
cultural milieu in Malaysia.
Why did we choose culture? As a
mobile communications company, one
of our objectives is to build bridges to
connect people.
By the same token, we are
naturally drawn towards building
bridges that link our cultural past
to present, and even future.
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(continued)
Youth and Responsibility
Since 2002, DiGi has been holding
one-day D-Mobile Youth Forums at
which we invite college students and
young professionals, aged 18 to 24, to
discuss issues pertinent to the mobile
day-long workshops into three-month
training programmes. This way, we
believe the learning experience for the
children and youth will be deeper and
leave a lifelong impression.
To make the individual projects all
the more meaningful, underprivileged
children and youth will work towards
accomplishing a goal, such as establishing
a culture centre, or a wetlands park,
which will continue to improve the cultural
landscape in the long term.
communications industry. In 2004, the
Youth Forum held at the Hyatt Regency
Saujana, Subang, on December 4
focused on the social implications of
mobile technology.
The more than 120 youth assembled
acknowledged that mobile technology
has brought about numerous benefits
in terms of convenience and security of
always being in touch, plus easy access
to important news and information, but
noted that mobile etiquette could be
improved and the privacy rights of
individuals should be respected. At the
end of the forum, the youth produced
a set of resolutions on how this can be
achieved. These resolutions have been
sent to the Malaysian Communications
and Multimedia Commission.
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Health and Social Welfare
Although youth and culture are the
foci of our CSR programmes, DiGi also
contributes towards the well-being of
the nation as and when the occasion
arises.
In August, we sponsored a cancer
awareness fund-raising event, the
Yellow Balloon Race, organised by the
National Cancer Society of Malaysia.
And, following the December 2004
tsunami, DiGi launched a nationwide
fund-raising campaign for the affected
families in a show of heartfelt sympathy
and support.
Festive Cheer
In 2004, DiGi celebrated Hari Raya,
Deepavali, Christmas and Chinese New
Year with underprivileged children, in
mini culture workshop environments
held at major shopping centres.
We organised DiGi’s Rays of Light
in conjunction with Deepavali at Sunway
Pyramid on October 23; Colours of Raya
– Hari Raya Aidilfitri at the Berjaya Times
Square on November 20; 12 Trees of
Christmas at the Bangsar Shopping
Centre on November 27; and Celebration
of Peace and Prosperity just before
Chinese New Year at the Berjaya
Times Square, on January 29.
At these events, children were
brought in and guided to produce works
of art which were then sold to DiGi
partners. The money raised was
channelled back to the children’s homes.
Via these functions, children, DiGi
volunteers and the general public all
shared in a joyous spirit of warmth and
giving.
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DiGi has committed a significant amount into
our Corporate Social Responsibility project,
DiGi's Amazing Malaysians, because we feel it is
our responsibility to contribute to Malaysian
society in a meaningful way.
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DiGi AR 04
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Directors’ Report for the year ended 31 December 2004
The Directors have pleasure in submitting their report and the audited financial statements of the Group
and of the Company for the year ended 31 December 2004.
Principal activities
The Company is principally engaged in investment holding, whilst the principal activities of the
subsidiaries are as stated in Note 5 to the financial statements. There has been no significant change
in the nature of these activities during the financial year.
Results
Net profit/(loss) for the year
GROUP
COMPANY
RM’000
RM’000
317,355
(664)
Reserves and provisions
There were no material transfers to or from reserves and provisions during the year.
Dividends
No dividend was paid during the year and the Directors do not recommend any dividend to be paid for
the year under review.
Directors of the Company
Directors who served since the date of the last report are:
Arve Johansen
Christian Storm (appointed as Director on 10.11.2004 and Alternate Director to Arve Johansen on 23.02.2005)
Ragnar Holmen Korsaeth (appointed on 10.11.2004)
Thor Asbjorn Halvorsen (ceased as Alternate Director to Arve Johansen on 23.02.2005 and ceased as Alternate Director
to Per Olav Fosse on 10.11.2004)
Tan Sri Dato’ Seri Vincent Tan Chee Yioun (resigned on 12.01.2005)
Ole Bjorn Sjulstad (resigned on 10.11.2004)
Per Olav Fosse (resigned on 10.11.2004)
Chan Kien Sing (ceased as Alternate Director to Tan Sri Dato’ Seri Vincent Tan Chee Yioun on 12.01.2005)
DiGi AR 04
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Directors’ interests
According to the Register of Directors’ Shareholdings, the interests of Directors in office at the end of
the financial year in the shares of the Company and its related corporations are as follows:
Number of Ordinary Shares of RM 1.00 each
The Company
Direct interests
Tan Sri Dato’ Seri Vincent Tan Chee Yioun
Indirect interests
Tan Sri Dato’ Seri Vincent Tan Chee Yioun
At
1.1.2004
Acquired
At
31.12.2004
53,804,237
-
(33,285,805)
20,518,432
83,799,087
1,600,038
(55,230,695)
30,168,430
Disposed
Number of Ordinary Shares of NOK6 each
At
1.1.2004/
*Date of
appointment
Ultimate holding company
Telenor ASA
Direct interests
Arve Johansen
Thor Asbjorn Halvorsen
Christian Storm
24,791
1,886
2,375*
175*
1,557*
Acquired
Disposed
At
31.12.2004
20,186
186
1,140
175
25
-
44,977
2,072
3,515
350
1,582
Number of options over Ordinary Shares of NOK6 each
At
1.1.2004/
*Date of
appointment
Ultimate holding company
Telenor ASA
Arve Johansen
Thor Asbjorn Halvorsen
200,000
85,000
43,333*
Acquired
Disposed
At
31.12.2004
-
-
200,000
85,000
43,333
None of the other Directors holding office at 31 December 2004 had any interest in the shares of the
Company and its related corporations during the year.
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Directors’ Report
for the year ended 31 December 2004 (continued)
Directors’ benefits
Since the end of the previous financial year, no Director of the Company has received nor become
entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments
received or due and receivable by Directors as shown in the financial statements or the fixed salary of
a full time employee of related corporations) by reason of a contract made by the Company or a related
corporation with the Director or with a firm of which the Director is a member, or with a company in
which the Director has a substantial financial interest, other than those in the normal course of business
as disclosed in Note 24 to the financial statements.
There were no arrangements during and at the end of the financial year which had the object of
enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or
debentures of the Company or any other body corporate.
Issue of shares and debentures
There were no changes in the issued and paid-up capital of the Company during the financial year.
Options granted over unissued shares
No options were granted to any person to take up unissued shares of the Company during the year.
Other statutory information
Before the financial statements of the Group and of the Company were made out, the Directors took
reasonable steps to ascertain that:
i)
all known bad debts have been written off and adequate provision made for doubtful debts, and
ii) all current assets have been stated at the lower of cost and net realisable value.
At the date of this report, the Directors are not aware of any circumstances:
i)
that would render 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, or
ii) that would render the value attributed to the current assets in the financial statements of the Group
and of the Company misleading, or
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities
of the Group and of the Company misleading or inappropriate, or
iv) not otherwise dealt with in this report or the financial statements, that would render any amount
stated in the financial statements of the Group and of the Company misleading.
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Page 67
At the date of this report, there does not exist:
i)
any charge on the assets of the Group or of the Company that has arisen since the end of the
financial year and which secures the liabilities of any other person, or
ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of
the financial year.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely
to become enforceable within the period of twelve months after the end of the financial year which, in
the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company
to meet their obligations as and when they fall due.
In the opinion of the Directors, the results of the operations of the Group and of the Company for the
financial year ended 31 December 2004 have not been substantially affected by any item, transaction
or event of a material and unusual nature nor has any such item, transaction or event occurred in the
interval between the end of that financial year and the date of this report.
Auditors
The auditors, Messrs KPMG, have not indicated their willingness to accept re-appointment.
Signed in accordance with a resolution of the Directors:
Arve Johansen
Director
Christian Storm
Director
Date: 25 March 2005
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Statement by Directors pursuant to Section 169 (15)
of the Companies Act, 1965
In the opinion of the Directors, the financial statements set out on pages 70 to 101 are drawn up in
accordance with the provisions of the Companies Act, 1965 and applicable approved accounting
standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the
Company at 31 December 2004 and of the results of their operations and cash flows for the year ended
on that date.
Signed in accordance with a resolution of the Directors:
Arve Johansen
Director
Christian Storm
Director
Date: 25 March 2005
Statutory declaration pursuant to Section 169 (16)
of the Companies Act, 1965
I, Johan Eric Dennelind, the officer primarily responsible for the financial management of DiGi.Com
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 70 to 101 are,
to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously
believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed in Kuala Lumpur on 25 March 2005.
Johan Eric Dennelind
Before me:
Commissioner for Oaths
S. Barathan
Licence No. W202
Kuala Lumpur
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Report of the auditors to the members of DiGi.Com Berhad
We have audited the financial statements set out on pages 70 to 101. The preparation of the financial
statements is the responsibility of the Company’s Directors.
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 approved Standards on Auditing in Malaysia. These
standards require that we plan and perform the audit to obtain all the information and explanations
which we consider necessary to provide us with evidence to give reasonable assurance that the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
relevant to the amounts and disclosures in the financial statements. An audit also includes an
assessment of the accounting principles used and significant estimates made by the Directors as well
as evaluating the overall adequacy of the presentation of information in the financial statements. We
believe our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements are properly drawn up in accordance with the provisions of the Companies
Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair
view of:
i) the state of affairs of the Group and of the Company at 31 December 2004 and the results of
their operations and cash flows for the year ended on that date; and
ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial
statements of the Group and of the Company; and
(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept
by the Company and its subsidiaries have been properly kept in accordance with the provisions of
the said Act.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the
Company’s financial statements 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 audit reports on the financial statements of the subsidiaries were not subject to any qualification
and did not include any comment made under subsection (3) of Section 174 of the Act.
KPMG
Firm Number: AF 0758
Chartered Accountants
Khaw Hock Hoe
Partner
Approval Number: 2229/04/06(J)
Kuala Lumpur,
Date: 25 March 2005
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Balance Sheets
at 31 December 2004
GROUP
Note
Property, plant and equipment
Intangible asset
Deferred expenditure
Investments in subsidiaries
Amount due from a subsidiary
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Current liabilities
Trade and other payables
Deferred revenue
Borrowings
2
3
4
5
6
7
8
9
10
11
2004
2003
2004
2003
RM’000
RM’000
RM’000
RM’000
2,686,956
39,081
15,213
-
2,629,501
43,022
35,674
-
526,501
573,439
526,501
574,091
2,741,250
2,708,197
1,099,940
1,100,592
13,423
176,955
634,719
14,066
186,653
338,516
5
-
5
-
825,097
539,235
5
5
750,821
158,203
224,584
712,015
123,611
201,933
198
-
186
-
1,133,608
1,037,559
198
186
(193)
(181)
(308,511)
Net current liabilities
COMPANY
(498,324)
2,432,739
2,209,873
1,099,747
1,100,411
750,000
1,027,193
750,000
709,838
750,000
349,747
750,000
350,411
1,777,193
1,459,838
1,099,747
1,100,411
455,270
196,684
3,592
679,853
67,196
2,986
-
-
2,432,739
2,209,873
1,099,747
1,100,411
Financed by:Capital and reserves
Share capital
Reserves
Shareholders’ funds
Borrowings
Deferred tax liabilities
Employee benefits
12
11
13
14
The financial statements were approved and authorised for issue by the Board of Directors on 25 March
2005.
The notes set out on pages 75 to 101 form an integral part of, and should be read in conjunction with,
these financial statements.
DiGi AR 04
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71
Income Statements
for the year ended 31 December 2004
GROUP
Note
Revenue
Other operating income
Cost of materials and traffic expenses
Sales and marketing expenses
Operations and maintenance
Rental expenses
Staff expenses
Depreciation expense and impairment
losses
Amortisation expense
Other operating expenses
Operating profit/(loss)
Financing costs
Interest income
Profit/(Loss) before taxation
Tax expense
Dividend per ordinary share (sen)
2003
RM’000
2004
2003
RM’000
RM’000
-
-
2,233,703
2,449
(512,234)
(275,216)
(80,428)
(66,272)
(114,161)
1,713,529
1,919
(453,597)
(204,357)
(74,634)
(52,622)
(96,452)
2
(465,553)
(4,016)
(208,845)
(426,490)
(4,016)
(134,883)
(664)
(390)
15
16
509,427
(75,451)
12,867
268,397
(74,507)
7,646
(664)
-
(390)
-
446,843
(129,488)
201,536
(59,313)
(664)
-
(390)
-
317,355
142,223
(664)
(390)
42.3
19.0
-
-
17
Net profit/(loss) for the year
Earnings per ordinary share (sen)
2004
RM’000
COMPANY
18
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Statements of Changes in Equity
NonDistributable
Share capital
GROUP
RM’000
Distributable
Retained Profits/
(Accumulated
Share premium
losses)
RM’000
Total
RM’000
RM’000
At 1 January 2003
Net profit for the year
750,000
-
352,651
-
214,964
142,223
1,317,615
142,223
At 31 December 2003
750,000
-
352,651
-
357,187
317,355
1,459,838
317,355
At 31 December 2004
750,000
352,651
674,542
1,777,193
Note 12
COMPANY
At 1 January 2003
Net loss for the year
750,000
-
352,651
-
(1,850)
(390)
1,100,801
(390)
At 31 December 2003
Net loss for the year
750,000
-
352,651
-
(2,240)
(664)
1,100,411
(664)
At 31 December 2004
750,000
352,651
(2,904)
1,099,747
Note 12
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73
Cash Flow Statements
GROUP
2004
Cash flows from operating activities
Profit/(Loss) before taxation
Adjustments for:
Depreciation expense
Impairment losses on property, plant
and equipment
Amortisation of intangible asset
Amortisation of deferred expenditure
Interest expense
Interest income
Gain on disposal of property, plant
and equipment
Unrealised foreign exchange (gain)/loss
Employee benefits expense
Operating profit/(loss) before working
capital changes
Changes in working capital:
Inventories
Trade and other receivables
Trade and other payables
Deferred revenue
COMPANY
2003
RM’000
RM’000
446,843
201,536
465,553
416,990
2004
2003
RM’000
RM’000
(664)
(390)
-
-
3,941
20,461
48,673
(12,867)
9,500
3,941
14,015
54,695
(7,646)
-
-
(148)
(160)
655
(21)
1,639
640
-
-
972,951
643
9,513
41,462
34,592
695,289
(2,965)
(21,323)
64,242
19,168
(664)
(390)
-
(14)
-
12
-
Cash generated from/(used in)
operations
Interest paid
Increase in deferred expenditure
Employee benefits paid
Taxation paid
1,059,161
(54,438)
(49)
-
754,411
(71,528)
(6,424)
(28)
(17)
(652)
-
(404)
-
Net cash generated from/(used in)
operating activities
1,004,674
676,414
(652)
(404)
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Cash Flow Statements
(continued)
GROUP
2004
RM’000
Cash flows from investing activities
Purchase of property, plant and equipment
Interest income received
Proceeds from disposal of property,
plant and equipment
Net cash (used in)/generated from
investing activities
(519,930)
12,613
778
COMPANY
2003
RM’000
(562,814)
7,687
1,350
2004
2003
RM’000
RM’000
652
-
404
-
-
-
(506,539)
(553,777)
652
404
(201,932)
90,231
(120,024)
-
-
(201,932)
(29,793)
-
-
Net increase in cash and cash equivalents
296,203
92,844
-
-
Cash and cash equivalents at beginning of
year
338,516
245,672
-
-
Cash and cash equivalents at end of year
(Note 9)
634,719
338,516
-
-
Cash flows from financing activities
Proceeds from bank borrowings
Repayment of bank borrowings
Net cash used in financing activities
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Notes to the Financial Statements
31 December 2004
1. Summary of significant accounting policies
The following accounting policies are adopted by the Group and the Company and are consistent
with those adopted in previous financial years.
(a) Basis of accounting
The financial statements of the Group and of the Company are prepared on the historical cost
basis except as disclosed in the notes to the financial statements and in compliance with the
provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia.
(b) Basis of consolidation
Subsidiaries are those enterprises controlled by the Company. Control exists when the Company has
the power, directly or indirectly, to govern the financial and operating policies of an enterprise so as
to obtain benefits from its activities. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control effectively commences until the date that
control effectively ceases. Subsidiaries are consolidated using the acquisition method of accounting.
Under the acquisition method of accounting, the results of subsidiaries acquired or disposed are
included from the date of acquisition or up to the date of disposal. At the date of acquisition,
the fair values of the subsidiaries’ net assets are determined and these values are reflected in
the Group financial statements. The difference between the acquisition cost and the fair values
of the subsidiaries’ net assets is reflected as goodwill or reserve on consolidation as appropriate.
Intragroup transactions and balances and the resulting unrealised profits are eliminated on
consolidation. Unrealised losses resulting from intragroup transactions are also eliminated
unless cost cannot be recovered.
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31 December 2004 (continued)
1. Summary of significant accounting policies (continued)
(c) Property, plant and equipment
Property, plant and equipment, except for freehold land and capital work-in-progress, are
stated at cost less accumulated depreciation and impairment losses. Freehold land and capital
work-in-progress are stated at cost.
Depreciation
Freehold land and capital work-in-progress are not depreciated. All other assets are
depreciated on a straight-line basis over their estimated useful lives except for leasehold land
and buildings which are amortised over their remaining leasehold period.
The principal annual rates used are as follows:
Leasehold land and buildings
Freehold buildings
Motor vehicles
Computer systems
Furniture and fittings
Telecommunications network
30 to 99 years
2.0%
20.0%
20.0%
10.0%
10.0%
(d) Investments in subsidiaries
Investments in subsidiaries are held for long term and are stated at cost. Such investments
are only written down when the Directors are of the opinion that there is a diminution in their
values which is other than temporary.
(e) Capitalisation of borrowing costs
Interest incurred in connection with financing the construction and installation of property,
plant and equipment, if any, is capitalised until the assets are ready for their intended use.
(f) Impairment
The carrying amount of assets, other than inventories and financial assets (other than
investment in subsidiaries), 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. An impairment loss is recognised whenever the carrying amount of an
asset or the cash-generating unit to which it belongs exceeds its recoverable amount.
Impairment losses are recognised in the income statement.
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(f) Impairment (continued)
The recoverable amount is the greater of the asset’s net selling price and its value in use. In
assessing value in use, 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. For an asset that does not generate largely independent
cash inflows, the recoverable amount is determined for the cash-generating unit to which the
asset belongs.
An impairment loss is reversed if there has been a change in the estimates used to determine
the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or amortisation, if no
impairment loss has been recognised. The reversal is recognised in the income statement.
(g) Inventories
Inventories are stated at the lower of cost and net realisable value and are determined on a
weighted average basis. The costs of trading merchandise comprise purchase costs and other
incidental costs incurred in bringing these merchandise to their present condition and location.
(h) Cash and cash equivalents
Cash and cash equivalents consists of cash in hand, balances and deposits with licensed banks
and financial institutions. For the purpose of the cash flow statements, cash and cash
equivalents are presented net of bank overdrafts, if any.
(i) Income tax
Tax on the profit or loss for the year comprises current and deferred tax. Income tax is
recognised in the income statement except to the extent that it relates to items recognised
directly in equity, in which case it is recognised in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax
rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax
payable in respect of previous years.
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(i) Income tax (continued)
Deferred tax is provided, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements.
Temporary differences are not recognised for goodwill not deductible for tax purposes and the
initial recognition of assets or liabilities that at the time of the transaction affects neither
accounting nor taxable profit. The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of assets and liabilities, using tax
rates enacted or substantially enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable
profits will be available against which the asset can be utilised.
(j) Foreign currency
Transactions in foreign currencies are translated into Ringgit Malaysia at rates approximating
those ruling at the date of the transactions. Monetary assets and liabilities denominated in
foreign currencies at balance sheet date are translated into Ringgit Malaysia at the foreign
exchange rates ruling at that date. Foreign exchange differences arising from translation are
recognised in the income statement.
The closing rates used in the translation of foreign currency monetary assets and liabilities are
as follows:
1
1
1
1
1
US Dollar
Swiss Franc
Special Drawing Rights
Euro Dollar
Norwegian Kroner
2004
2003
RM3.80
RM3.35
RM5.88
RM5.17
RM0.64
RM3.80
RM3.06
RM5.65
RM4.78
RM0.54
(k) Revenue
(i) Goods sold and services rendered
Net revenue include all sales of goods and services, net of rebates and discounts. Revenue
are recognised when goods are delivered or services are rendered. Revenue from the
prepaid cards that have been sold to customers but where services have not been rendered
at the balance sheet date is deferred.
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(k) Revenue (continued)
(ii) Interest income
Interest income is recognised in the income statement as it accrues taking into account the
effective yield on the asset.
(l) Expenses
(i) Operating leases
Leases of assets where a significant portion of the risks and rewards of ownership are
retained by the lessor are classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessor) are charged to the income statement
on the straight line basis over the lease period.
When an operating lease is terminated before the lease period has expired, any payment
required to be made to the lessor by way of penalty is recognised as an expense in the
period in which termination takes place.
(ii) Financing costs
All interest and other ancillary costs incurred in connection with borrowings are expensed
as incurred except for those as mentioned in Notes 1(e) and 1(n)(ii).
(m)Intangible asset
Intangible asset comprises a fee paid during the financial period ended 31 December 2001 for
the provision of technology and transfer of technical know-how pursuant to a technical
services agreement signed between the Company and Telenor Mobile Communications AS, a
wholly owned subsidiary of Telenor ASA, its ultimate holding company.
The fee paid is amortised on a straight line basis over the remaining period of the
telecommunications license of fifteen years.
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(n) Deferred expenditure
(i) License fees
License fees are capitalised and amortised over the period of the licenses.
(ii) Ancillary costs of borrowings
Costs specifically incurred to obtain new funding for the purpose of retiring existing loans
and finance further network expansion are deferred and amortised over the tenor of the
new loans. Any unamortised portion will be written off proportionately as and when there
is a prepayment of the outstanding loans or lapsed or cancellation of any undrawn loans
amount.
(o) Trade and other receivables
Trade and other receivables are stated at cost less allowance for doubtful debts.
Bad debts are written off in the year in which these are identified. Allowances are made for
doubtful debts based on a review of all outstanding balances at the year end.
(p) Employee benefits
(i) Short term employee benefit
Wages, salaries and bonuses are recognised as expenses in the year in which the
associated services are rendered by employees of the Group. 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 non-accumulating compensated absences such as sick leave are recognised
when absences occur. Where payment or settlement is deferred and the effect would be
material, these amounts are stated at their present values.
(ii) Defined contribution plans
Obligations for contributions to defined contribution plans are recognised as an expense in
the income statement as incurred.
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(p) Employee benefits (continued)
(iii)Defined benefits plans
The Group operates an unfunded defined benefit plan for its eligible employees. The
benefits are calculated based on the length of service and the agreed percentages of
eligible employees’ salaries over the period of their employment and are payable upon
resignation after completion of minimum employment period of 10 years service or upon
retirement age of 55 years. The obligations under the retirement benefit scheme are
determined based on actuarial valuation by a qualified independent actuary on an annual
basis. That benefit is calculated using the Projected Unit Credit Method in order to
determine its present value. Actuarial gains and losses are recognised as income or
expense over the expected average remaining working lives of the participating employees
when cumulative unrecognised actuarial gains or losses exceed 10% of the higher of the
present value of the defined benefit obligation and the fair value of plan assets. Where
there are any improvements in benefits for the plan, past service cost is recognised
immediately to the extent that the benefits are already vested, and otherwise is amortised
on a straight-line basis over the average period until the amended benefits become vested.
The amount recognised in the balance sheet represents the present value of the defined
benefit obligations adjusted for unrecognised actuarial gains and losses, if any, and
unrecognised past service cost. Any asset resulting from this calculation is limited to the
net total of any unrecognised actuarial losses and past service cost, and the present value
of any economic benefits in the form of refunds or reductions in future contributions to the
plan.
(q) Liabilities
Borrowings and trade and other payables are stated at cost.
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2. Property, plant and equipment
Freehold
land
Freehold
buildings
Long term
Leasehold
land and
buildings
RM’000
RM’000
RM’000
At 1 January 2004
Additions
Written off/Disposals
Transfers
13,912
-
5,461
2,419
9,795
-
At 31 December 2004
13,912
7,880
9,795
Accumulated depreciation
Accumulated impairment losses
-
350
-
639
-
At 1 January 2004
Depreciation charge for the year
Written off/Disposals
Reversal of impairment loss
-
350
66
-
639
100
-
Accumulated depreciation
Accumulated impairment losses
-
416
-
739
-
At 31 December 2004
-
416
739
At 31 December 2004
13,912
7,464
9,056
At 31 December 2003
13,912
5,111
9,156
-
62
-
100
-
GROUP
Cost
Depreciation and impairment losses
Net book value
For the year ended 31 December 2003
Depreciation charge
Impairment losses
* The reversal of impairment loss was in respect of impaired assets disposed during the financial year.
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Short term
leasehold
land and
buildings
Motor
vehicles
Computer
systems
Furniture
and fittings
Telecommunications
network
Capital
work-in-progress
Total
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
14,405
-
16,710
(103)
3,104
241,641
(452)
66,960
28,551
(48)
7,763
3,301,348
3,722
(6,608)
487,718
152,954
519,916
(74)
(567,964)
3,784,777
523,638
(7,285)
-
14,405
19,711
308,149
36,266
3,786,180
104,832
4,301,130
2,429
-
9,190
-
115,809
-
15,959
-
1,001,400
9,500
-
1,145,776
9,500
2,429
298
-
9,190
2,481
(103)
-
115,809
41,476
(442)
-
15,959
3,072
(36)
-
1,010,900
418,060
(2,592)
(3,482)*
-
1,155,276
465,553
(3,173)
(3,482)
2,727
-
11,568
-
156,843
-
18,995
-
1,416,868
6,018
-
1,608,156
6,018
2,727
11,568
156,843
18,995
1,422,886
-
1,614,174
11,678
8,143
151,306
17,271
2,363,294
104,832
2,686,956
11,976
7,520
125,832
12,592
2,290,448
152,954
2,629,501
290
-
1,994
-
43,044
-
2,791
-
368,709
9,500
-
416,990
9,500
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2. Property, plant and equipment (continued)
Long term leasehold land and buildings comprise leasehold interests with an unexpired term in
excess of 50 years.
No interest was capitalised during the current and previous financial year in respect of the property,
plant and equipment of the Group.
Property, plant and equipment amounting to RM2.685 billion (2003 : RM2.627 billion) belonging to
a subsidiary have been charged to financial and other institutions for credit facilities.
Included in additions for the year is an amount of RM3.7 million (2003 : Nil) related to provision
for site decommission and restoration costs.
3. Intangible asset
GROUP
2004
2003
RM’000
RM’000
Balance as at 1 January
Less: Amount amortised during the year
43,022
(3,941)
46,963
(3,941)
Balance as at 31 December
39,081
43,022
4. Deferred expenditure
GROUP
Licence fees
Less: Amount amortised during the year
Ancillary costs of borrowings
Add: Amount capitalised during the year
Less: Amount amortised during the year (Note 16)
Total deferred expenditure
2004
2003
RM’000
RM’000
668
(75)
743
(75)
593
668
35,006
(20,386)
42,522
6,424
(13,940)
14,620
35,006
15,213
35,674
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5. Investments in subsidiaries
COMPANY
Unquoted shares, at cost
2004
2003
RM’000
RM’000
526,501
526,501
Details of the subsidiary companies, which are incorporated in Malaysia, are as follows:
Name of Company
Principal activity
Effective
ownership interest
2004
2003
Establishment, maintenance and
provision of telecommunications
and related services
100
100
DiGi Services Sdn. Bhd.
Property holding and other
related services
100
100
Djuice.Com Sdn. Bhd.
Dormant
100
100
%
DiGi Telecommunications Sdn. Bhd.
%
Subsidiaries of
DiGi Telecommunications Sdn. Bhd.
6. Amount due from a subsidiary
COMPANY
2004
2003
RM’000
RM’000
573,439
574,091
The amount due is non-trade, unsecured, interest free and not repayable within the next twelve
months. In addition, the amount due has been subordinated to the secured lenders of the
subsidiary company.
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7. Inventories
GROUP
2004
Trading merchandise
2003
RM’000
RM’000
13,423
14,066
Included in the trading merchandise balance are those stated at net realisable values of
RM190,000 (2003 : RM174,000).
8. Trade and other receivables
GROUP
2004
Trade receivables
Other receivables, deposits and prepayments
COMPANY
2003
2004
2003
RM’000
RM’000
RM’000
RM’000
143,509
33,446
145,928
40,725
5
5
176,955
186,653
5
5
Trade receivables are stated net of allowance for doubtful debts of RM8.622 million (2003 :
RM15.821 million).
During the financial year, the Group had written off approximately RM14.091 million (2003 :
RM15.242 million) of trade receivables balance against the allowance for doubtful debts balance
brought forward.
At 31 December 2004, the Group’s trade receivables balance includes exposure to foreign currency
denominated in US Dollars amounting to USD4.2 million (2003 : USD12.3 million).
9. Cash and cash equivalents
GROUP
2004
2003
RM’000
RM’000
Deposits placed with:
Licensed banks
Other licensed financial institutions
74,365
556,108
127,956
201,813
Cash and bank balances
630,473
4,246
329,769
8,747
634,719
338,516
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10. Trade and other payables
GROUP
2004
Trade payables
Other payables
Accruals
Customer deposits
COMPANY
2003
2004
2003
RM’000
RM’000
RM’000
RM’000
68,786
64,492
614,670
2,873
50,977
131,546
526,685
2,807
198
-
186
-
750,821
712,015
198
186
At 31 December 2004, the Group’s trade and other payables balances include exposure to foreign
currency denominated in US Dollars amounting to USD13.5 million (2003 : USD9.4 million).
11. Borrowings
GROUP
2004
Current:
Syndicated term loan
USD Term loan
Senior secured credit facilities
Non-current:
USD Term loan
2003
RM’000
RM’000
136,514
49,400
38,670
122,863
49,400
29,670
224,584
201,933
245,725
24,700
184,845
382,239
74,100
223,514
455,270
679,853
The syndicated term loan outstanding was part of a syndicated term loan facility of up to RM551.21
million secured by a subsidiary company during the financial year ended 30 April 2001 to refinance
outstanding borrowings and to finance capital expenditure. This is repayable in eight half yearly
unequal instalments over a period of four years which commenced on 31 October 2003 and bears
interest of 7.5 % (2003 : 7.5% to 7.9%) per annum.
A United States Dollar (“USD”) term loan facility of USD65 million (approximately RM247 million)
was obtained during the financial period ended 31 December 2001 by the said subsidiary to finance
capital expenditure. The loan is subject to interest of between 2.4% to 3.1% (2003 : 2.4% to
3.1%) per annum and repayable in 10 half yearly instalments of USD6.5 million (approximately
RM24.7 million) which commenced on 31 July 2001.
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11. Borrowings (continued)
During the financial year ended 31 December 2002, the said subsidiary company had secured
additional syndicated term loan facilities (“senior secured credit facilities”) amounting to
approximately RM1.0 billion to finance capital expenditure. Of this, total amount of approximately
RM223.5 million has been drawn down (net of repayments made) as at the end of the current
financial year. These loans are subject to interest of between 4.0% to 7.5% (2003 : 4.0% to 7.9%)
per annum and are repayable in ten to thirteen half yearly instalments, some of which require
unequal instalment payments, and with their repayment dates commencing between March 2003
to April 2005.
All the above loans are secured by:
i)
A fixed and floating charge over all the assets of a subsidiary company;
ii)
Corporate guarantee issued by the Company;
iii) Pledgement of all the shares of a subsidiary company; and
iv) Negative pledge over all the assets of a subsidiary company.
The borrowings of the Group are repayable as follows:3 to 5
years
Current
RM’000
RM’000
RM’000
382,239
74,100
223,515
136,514
49,400
38,670
245,725
24,700
106,590
78,255
679,854
224,584
377,015
78,255
RM’000
USD Term loan
1 to 2
years
Total
12. Share capital
GROUP AND COMPANY
2004
2003
RM’000
RM’000
1,000,000
1,000,000
750,000
750,000
Ordinary shares of RM1 each
Authorised
Issued and fully paid
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13. Deferred tax liabilities
The amounts, determined after appropriate offsetting, are as follows:
GROUP
2004
2003
RM’000
Deferred tax liabilities
Deferred tax assets
385,116
(188,432)
RM’000
312,105
(244,909)
196,684
67,196
Deferred tax liabilities and assets above are offset as there is a legally enforceable right to set off
current tax assets against current tax liabilities and that the deferred taxes relate to the same
taxation authority.
The components of recognised deferred tax assets and liabilities (before offsetting) are as follows:
GROUP
2004
2003
RM’000
Property, plant and equipment
- capital allowances
Unabsorbed capital allowances
Unutilised tax losses
Others
383,187
(124,938)
(63,494)
1,929
RM’000
309,609
(177,791)
(67,118)
2,496
196,684
67,196
14. Employee benefits
The defined benefit obligations recognised in the balance sheet are as follow:
GROUP
2004
2003
RM’000
RM’000
Present value of unfunded obligations
Unrecognised actuarial gain
3,441
151
2,907
79
Liability in the balance sheet
3,592
2,986
89
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14. Employee benefits (continued)
Liability for defined benefit obligations
The Group operates an unfunded defined benefit plan for its eligible employees. The obligations
under the retirement benefit scheme are determined based on actuarial valuation by a qualified
independent actuary on an annual basis.
The principal assumptions used in the actuarial valuation are:
a)
discount rate of 7% per annum; and
b)
salary increases of 8% per annum for year ended 31 December 2004 and thereafter.
Movements in the net liability recognised in the balance sheets
GROUP
2004
2003
RM’000
RM’000
Net liability at 1 January
Benefits paid
Expense recognised in the income statements
2,986
(49)
655
2,374
(28)
640
Net liability at 31 December
3,592
2,986
Expense recognised in the income statements
GROUP
2004
2003
RM’000
RM’000
Current service cost
Interest on obligations
451
204
477
163
Amount included under “staff expenses”
655
640
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91
15. Operating profit/(loss)
GROUP
2004
Operating profit/(loss) is arrived at
after charging:
Allowance for doubtful debts
Amortisation expense of
- intangible asset
- license fees
Auditors’ remuneration
- current year
- under provision in prior year
Directors’ emoluments
Employee benefits
- defined contribution plans
- defined benefit plans
Impairment losses on property,
plant and equipment
Lease of transmission facilities
Realised loss on foreign exchange
Rental of equipment
Rental of land and buildings
Unrealised loss on foreign exchange
and crediting:
Bad debts recovered
Gain on disposal of property, plant
and equipment
Unrealised gain on foreign exchange
COMPANY
2003
2004
2003
RM’000
RM’000
RM’000
RM’000
6,892
9,568
-
-
3,941
75
3,941
75
-
-
86
7
500
79
308
12
1
76
11
72
10,224
655
8,389
640
-
-
46,503
397
1,711
61,026
-
9,500
52,969
469
1,235
48,225
1,639
-
-
1,784
1,618
-
-
148
160
21
-
-
-
The number of employees of the Group and of the Company at the end of the year was 1,549
(2003 : 1,450) and Nil (2003 : Nil), respectively.
16. Financing costs
GROUP
2004
Interest expense
Ancillary costs of borrowings (Note 4)
Others
2003
RM’000
RM’000
48,673
20,386
6,392
54,695
13,940
5,872
75,451
74,507
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17. Tax expense
GROUP
2004
Current tax expense
- prior year under provision
Deferred tax expense
- current
- prior year over provision
2003
RM’000
RM’000
-
17
131,531
(2,043)
62,796
(3,500)
129,488
59,313
Reconciliation of effective tax rate/tax expense
%
RM’000
Income tax using Malaysian tax rates
Non-deductible expenses
Other items
Under provision of tax expense in prior year
Over provision of deferred tax expense in
prior year
Effective tax rate/Tax expense
2003
2004
GROUP
%
446,843
RM’000
201,536
28.0
1.6
(0.2)
125,116
7,240
(825)
28.0
3.3
(0.2)
56,430
6,743
(377)
29.4
-
131,531
-
31.1
-
62,796
17
(1.7)
(3,500)
29.4
59,313
(0.5)
(2,043)
28.9
129,488
There is no income tax charge for the Group in the current and previous financial year due to tax
savings of approximately RM265 million (2003 : RM185 million) arising from the utilisation of
unabsorbed capital allowances and utilisation of business tax loss by its subsidiary.
2004
COMPANY
%
Loss before taxation
Income tax using Malaysian tax rates
Non-deductible expenses
Effective tax rate/Tax expense
2003
RM’000
%
(664)
(28.0)
28.0
-
(186)
186
-
RM’000
(390)
(28.0)
28.0
-
(109)
109
-
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18. Earnings per ordinary share — Group
The calculation of earnings per share is based on the Group’s net profit attributable to ordinary
shareholders of RM317.4 million (2003 : RM142.2 million) and the weighted average number of
ordinary shares outstanding during the year of 750.0 million (2003 : 750.0 million).
19. Holding company
The ultimate holding company is Telenor ASA, a company incorporated in Norway and listed on the
Oslo Stock Exchange, Norway and NASDAQ, United States of America.
20. Segmental information
Segment information is presented in respect of the Group’s business and geographical segments.
The primary reporting format by business segments, is based on the Group’s management and
internal reporting structure. Inter-segment pricing is determined on an arm’s length basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis. Unallocated items mainly comprise interestearning and corporate assets, interest-bearing loans and general enterprise expenses.
Segment capital expenditure is the total cost incurred during the year to acquire segment assets
that are expected to be used for more than one year.
Business segments
The Group comprises the following main business segments:
Mobile
Provision of mobile communication services to businesses, individuals and
other operators through its operating unit, DiGi Telecommunications Sdn. Bhd.
International
Provision of international gateway network which offers cross border
interconnection and related services, through its operating unit, DiGi
Telecommunications Sdn. Bhd.
Geographical segments
The Group’s business segments operate mainly in Malaysia, the home country of the Company and
its operating subsidiary companies. No other individual country contributed more than 10% of the
consolidated revenue and assets.
In presenting information on the basis of geographical segments, segment revenue is based on the
geographical location of customers. Segment assets are also based on the geographical location of
assets.
93
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20. Segmental information (continued)
2004
Mobile
International
2003
2004
RM’000
RM’000
RM’000
RM’000
Revenue from external customers
Inter-segment revenue
1,947,081
-
1,464,953
-
273,933
-
235,942
-
Total revenue
1,947,081
1,464,953
273,933
235,942
467,877
283,254
78,551
25,895
2,760,509
2,701,532
133,822
148,863
818,585
752,152
74,198
59,119
515,330
553,283
7,446
8,228
441,798
397,231
23,463
19,753
327
2,142
20
111
GROUP
2003
Business segments
Segment results
Unallocated expenses
Operating profit
Financing costs
Interest income
Tax expense
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Capital expenditure
Depreciation, amortisation
and impairment losses
Non-cash expenses other
than depreciation, amortisation
and impairment losses
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2004
Others
2003
2004
RM’000
RM’000
12,689
2,703
Eliminations
Consolidated
2003
2004
RM’000
RM’000
RM’000
RM’000
12,634
5,784
(2,703)
(5,784)
2,233,703
-
1,713,529
-
15,392
18,418
(2,703)
(5,784)
2,233,703
1,713,529
1,999
(8,732)
548,397
300,417
18,772
3,143
21,112
3,627
(30)
-
-
-
-
-
2003
(38,970)
(32,020)
509,427
(75,451)
12,867
268,397
(74,507)
7,646
446,843
(129,488)
201,536
(59,313)
317,355
142,223
2,913,103
653,244
2,871,507
375,925
3,566,347
3,247,432
895,926
893,228
814,898
972,696
1,789,154
1,787,594
862
1,303
-
-
523,638
562,814
4,308
13,522
-
-
469,569
430,506
-
5
-
-
347
2,258
95
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20. Segmental information (continued)
Malaysia
2004
Others+
2004
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
Revenue from
external customers by
location of customers 2,115,331
1,557,894
118,372
155,635
2,233,703
1,713,529
Segment assets by
location of assets
3,545,396
3,225,502
20,951
21,930
3,566,347
3,247,432
523,589
562,779
49
35
523,638
562,814
GROUP
2003
Consolidated
2004
2003
2003
Geographical segments
Capital expenditure by
location of assets
+ Others comprise customers which are mostly located in Asia region
21. Contingent liabilities - secured
COMPANY
Guarantees given by the Company to financial institutions
for credit facilities granted to its subsidiary
2004
2003
RM’000
RM’000
699,854
1,411,786
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22. Operating leases
Total future minimum lease payments under non-cancellable operating leases are as follows:
GROUP
Less than one year
Between one and five years
More than five years
2004
2003
RM’000
RM’000
8,292
23,187
20,155
19,325
1,161
-
51,634
20,486
Significant operating lease arrangements of the Group include leases for transmission facilities and
land and buildings to support its telecommunications operations. The tenure of these leases range
between one to nine years, with options to renew. None of the leases include contingent rentals.
23. Commitments
GROUP
2004
2003
RM’000
RM’000
Authorised and contracted for
250,000
109,000
Authorised but not contracted for
146,000
183,000
Capital expenditure commitments in respect of property, plant
and equipment:
24. Related parties
Controlling related party relationships are as follows:
i)
The ultimate holding company as disclosed in note 19.
ii)
Its subsidiaries as disclosed in note 5.
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24. Related parties (continued)
Significant transactions and balances with related parties of the Group during the year are as follows:
Transactions
2004
2003
Balance due from/(to) at
2004
2003
RM’000
RM’000
RM’000
-
4,534
-
RM’000
With the intermediate holding company
- Telenor Mobile Communications AS
Professional and personnel services rendered
(324)
With fellow subsidiary companies
- Telenor Global Services AS
Sales of interconnection services
on international traffic
Purchase of interconnection services
on international traffic
(291)
249
1,145
2,620
1,337
1,172
6,171
3,601
(1,682)
(666)
- Berjaya General Insurance Bhd.
Insurance premiums
5,242
6,160
(6)
(52)
- Berjaya Registration Services Sdn. Bhd.
Printing and mailing services
4,638
3,494
(783)
(583)
- Convenience Shopping Sdn. Bhd.
Sales of prepaid cards and reload coupons
34,562
16,668
3,785
2,837
- Cosway (M) Sdn. Bhd.
Sales of prepaid cards and reload coupons
5,326
6,492
798
1,068
- MOL AccessPortal Bhd.
Sales of prepaid cards and soft pins
2,746
3,260
232
201
- Pentagon Engineering Sdn. Bhd.
Construction of transmission towers and sites
6,160
5,639
-
(2,914)
-
1,648
-
(639)
- Telenor Consult AS
Personnel services rendered
With companies in which a Director of the
Company, Tan Sri Dato’ Seri Vincent Tan
Chee Yioun is deemed to have an interest
- Roda Indah Motors Sdn. Bhd.
Purchase of motor vehicles
The transactions above have been entered into in the normal course of business and have been established
under the terms that are no less favourable than those arranged with independent third parties.
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25. Financial instruments
Financial Risk Management Objectives and Policies
In the normal course of conducting its business activities, the Group is exposed to a variety of
financial risks, which include credit, currency, liquidity and interest rate risk. The Group’s overall
risk management programme seeks to minimise potential adverse effects of these risks on the
financial performance of the Group.
Credit risk
The Group’s credit risk arises in the normal course of business primarily with respect to trade and
other receivables and cash and cash equivalents. Credit risk is managed through formalised
policies on credit assessment and approvals, credit limits and monitoring procedures. Deposits are
placed only with licensed banks and financial institutions.
The maximum credit risk exposure in respect of trade receivables is limited to the carrying value
of the receivables less allowance for doubtful debts as stated in the financial statements, whereas,
the maximum exposure for other receivables, cash and cash equivalents are the reported carrying
value in the financial statements.
At balance sheet date, there were no significant concentrations of credit risk.
Foreign currency risk
The Group is exposed to foreign currency risk as a result of transactions denominated in foreign
currency arising from the normal business activities and borrowings. The currency giving rise to
this risk is primarily US dollars. Exposure to foreign currency risk is monitored on an ongoing basis
and when considered necessary, the Group will consider using effective financial instruments to
hedge its foreign currency risk.
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalents deemed adequate by
management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.
Interest rate risk
The Group is exposed to interest rates risk primarily from the deposit placements and interestbearing financial liabilities. The Group manages its interest rate risk for the interest-earning
deposit placements by placing such balances on varying maturities and interest rate terms.
The Group’s policy in dealing with interest-bearing financial liabilities is to minimise the interest
expense by obtaining the most favourable interest rates available and by using a mix of fixed and
floating rate debts.
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25. Financial instruments (continued)
The effective interest rates and maturity terms of the financial assets and liabilities are as follows:
Effective
interest rate
%
Total
Within
1 year
1– 5 years
After
5 years
RM’000
RM’000
RM’000
RM’000
Financial assets
Deposits placed with licensed banks
and other financial institutions
2.7
630,473
630,473
-
-
Financial liabilities
USD Term loan
7.5
3.2
5.9
382,239
74,100
223,515
136,514
49,400
38,670
245,725
24,700
184,845
-
Financial assets
Deposits placed with licensed banks
and other financial institutions
2.8
329,769
329,769
-
-
Financial liabilities
USD Term loan
7.5
2.4
5.8
505,102
123,500
253,184
122,863
49,400
29,670
382,239
74,100
223,514
-
GROUP
2004
2003
Fair value
The following methods and assumptions are used to determine the fair value of each of the financial
assets or liabilities for which it is practicable to estimate their values:
i)
Cash and cash equivalents, other receivables and payables
The carrying values of these amounts approximate their fair values due to their short term
nature.
ii)
Trade receivables and payables
The carrying values of these amounts approximate their fair values because these are subject
to normal trade credit terms and their short term nature.
iii) Amount due from a subsidiary
No disclosure of fair value is made for amount due from a subsidiary as it is not practicable to
determine its fair value with sufficient reliability given this balance has no fixed terms of
repayment.
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101
25. Financial instruments (continued)
iv) Borrowings
The fair values of the borrowings carried at the balance sheet date are as below:
GROUP
USD Term loan
- fixed rates
- floating rates
2004
Carrying
amount
2004
Fair
value
2003
Carrying
amount
2003
Fair
value
RM’000
RM’000
RM’000
RM’000
382,239
74,100
382,239
74,100
505,102
123,500
505,102
123,500
40,000
183,515
39,717
183,515
40,000
213,184
39,625
213,184
679,854
679,571
881,786
881,411
The fair value of the senior secured credit facilities, a portion of which was obtained on a fixed rate
has been determined by discounting the relevant cash flows using current interest rates for similar
instruments at the balance sheet date. Apart from this fixed rate loan, the fair values of all the
other loans are their carrying amounts as their interest rates are on floating rate basis.
26. Event subsequent to the balance sheet date
Subsequent to year end, the telecommunication subsidiary company had made a partial
prepayment amounting to RM300.0 million proportionately on all its credit facilities outstanding as
at 31 December 2004 out of its excess cash available.
27. Comparatives
The following comparatives have been reclassified to conform with the current year’s presentation:
GROUP
Income statements
Cost of materials and traffic expenses
Sales and marketing expenses
Operations and maintenance
Rental expenses
Operating expenses
Other operating expenses
As reclassified
As previously
stated
RM’000
RM’000
453,597
204,357
74,634
52,622
134,883
920,093
-
920,093
920,093
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List of Properties
No.
as at 31 December 2004
Location
Tenure
1
H.S. (D) No 92086 & 92087, P.T. No 9 & No 10,
Pekan Seremban Jaya, Daerah Seremban, Negeri Sembilan
Freehold
2
Unit No 202-4-11, Sri Bandar Besi,
Jalan Sungai Besi, Sungai Besi, Kuala Lumpur
Freehold
3
Unit No C16-2, Indera Subang UEP, Jalan UEP 6/2L,
UEP Subang Jaya, Petaling Jaya, Selangor
Freehold
4
No 1-16.2, 16th Floor, Union Height, Taman Yan,
Jalan Klang Lama , Kuala Lumpur
Freehold
5
3rd Floor, Unit Pt 4888/4786 C, Block TC-14,
Taman Sri Gombak, Jalan Batu Caves, Selangor
Freehold
6
4572, 7th Floor, Sri Jelatek Condominiums,
Section 10, Wangsa Maju, Kuala Lumpur
Freehold
7
32 , PLO 151 Jln Angkasa Mas Utama,
Kawasan Perindustrian Tebrau II, 81100 Johor Bahru
30 years lease
(expiring in 2023)
8
HS (D) 77, No. P.T. PTBM/A/081, Mukim 1,
Kawasan Perusahaan Perai, District Seberang Perai Tengah, Pulau Pinang
Leasehold 60 years
(expiring in 2033)
9
Lot 36, Sedco Light Industrial
Estate, Jalan Kelombong, Kota Kinabalu, Sabah
Leasehold 60 years
(expiring in 2034)
10
Lot 1220, Section 66, Kuching Town
Land District, Sarawak
Leasehold 60 years
(expiring in 2036)
11
No 112, Semambu Industrial Estate,
Kuantan, Pahang
Leasehold 66 years
(expiring in 2041)
12
Unit 16-12-1, 12th Floor, Cloud View Tower,
Taman Supreme, Cheras, Kuala Lumpur
Leasehold 99 years
(expiring in 2076)
13
Unit No M803, 8th Floor, Sunrise Park,
Ampang, Kuala Lumpur
Leasehold 99 years
(expiring in 2088)
14
Part of Lot PT 11702, HS(D) 10654,
Mukim 1, District of Bentong, Pahang
Leasehold 99 years
(expiring in 2091)
15
Plot D-38, Taman Industri Prima Kota Fasa 1,
Sector 3, Bandar Indera Mahkota, Kuantan, Pahang
Leasehold 99 years
(expiring in 2097)
16
Ptd 1490, Mukim of Jemaluang
District of Mersing, Johor Darul Takzim
Leasehold 99 years
(expiring in 2098)
17
PN 89926, Lot 191363
Mukim Hulu Kinta, Daerah Kinta, Negeri Perak
Leasehold 90 years
(expiring in 2081)
18
Lot No 54, Jalan 6/2, Kawasan Perindustrian Seri Kembangan,
43000 Seri Kembangan, Selangor
Leasehold 99 years
(expiring in 2091)
19
Lot 2728, Miri Concession Land District,
Lopeng, Miri, Sarawak
Leasehold 60 years
(expiring in 2027)
20
H.S.(D) 54842, P.T. No. 152, Mukim of Damansara,
District of Petaling Jaya, Selangor
Freehold
21
No. 24, Jalan KIP 7, Taman Perindustrian KIP,
52200 Kuala Lumpur
Freehold
Notes: The Group does not adopt a revaluation policy on landed properties.
N/A denotes “Not Applicable”
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Description/
Existing Use
Date of
Acquisition
Area
Age Of Building
(Years)
Net Book Value
As At 31.12.2004
RM’000
Land with a building /
Telecommunications Centre
29.12.1997
22,529 sq ft
7
792
Apartment/
Housing base transceiver equipment
26.01.1995
802 sq ft
9
109
Apartment/
04.02.1995
2,429 sq ft
11
581
Apartment/
25.01.1995
1,249 sq ft
10
218
Apartment/
29.03.1995
1,319 sq ft
9
83
Apartment/
07.02.1995
1,115 sq ft
9
169
Land with a building/
12.05.1995
1.58 acres
10
1,236
23.03.1995
1 acre
30
2,072
Land with a building/
12.06.1995
0.938 acre
24
2,297
15.08.1995
4,124 sq ft
9
1,946
07.07.1995
4 acres
22
2,242
Apartment/
08.02.1995
1,400 sq ft
16
192
Apartment/
22.03.1995
1,100 sq ft
13
100
Earth Station Complex
07.08.1996
7.5 acres
10
6,150
Land with Fixed Line
switch and base transceiver station
14.11.1997
25,521 sq ft
7
401
Land with trunk station
17.08.1999
40,000 sq ft
5
116
15.07.1999
5,942 sq ft
5
215
23.05.2000
18,050 sq ft
15
1,888
29.09.2000
4,937 sq ft
N/A
1,114
Land with a building under
construction
19.07.2001
284,485 sq ft
N/A
16,643
21.08.2002
17,847 sq ft
8
2,780
103
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Disclosure of Recurrent Related Party Transactions
At the Annual General Meeting held on 28 April 2004, the Company obtained a shareholders’ mandate
to allow the Group to enter into recurrent related party transaction of a revenue or trading nature.
In accordance with Paragraph 4.1.5 of Practice Note No. 12/2001 of Listing Requirement of Bursa
Malaysia, the details of recurrent related party transactions conducted during the financial year ended
31 December 2004 pursuant to the shareholders’ mandate are disclosed as follows:
DiGi Group with the following
Related Parties
DiGi and/or
its subsidiary
companies
Nature of Transaction
undertaken by/provided to
DiGi and/or its subsidiaries
Amount
transacted
during the
financial year
RM’000
Telenor Group of Companies
Telenor Consult AS
DTSB
Personnel services payable
6,171
DTSB
Rental payable
DiGi
Receipt of share registration
DTSB
and printing to mailing services
Berjaya Soutex Sdn Bhd
DTSB
Rental payable
Inter-Pacific Trading Sdn Bhd
DTSB
General trading purchases
385
Novacomm Integrated Sdn Bhd
DTSB
Receipt of advertising and
92
BGroup and its unlisted related companies
BerjayaCity Sdn Bhd (formerly known
12
as Eminent Capital Sdn Bhd)
Berjaya Registration Services Sdn Bhd
4,638
20
publishing services
VRS Malaysia Sdn Bhd (formerly known
DTSB
Rental payable
36
DTSB
Rental payable
8
Amat Muhibah Sdn Bhd
DTSB
Rental payable
48
Berjaya Georgetown Hotel (Penang)
DTSB
Rental payable
40
Berjaya Golf Resort Bhd
DTSB
Rental payable
16
Berjaya Guard Services Sdn Bhd
DTSB
Receipt of security services rendered
Berjaya Land Development Sdn Bhd
DTSB
Rental payable
12
Bukit Kiara Resort Bhd
DTSB
Rental payable
24
Gemilang Cergas Sdn Bhd
DTSB
Rental payable
60
Klasik Mewah Sdn Bhd
DTSB
Rental payable
472
Kota Raya Development Sdn Bhd
DTSB
Rental payable
23
Noble Circle (M) Sdn Bhd
DTSB
1. Rental payable
719
2. Receipt of promotion and
122
as Berjaya Cycles Sdn Bhd)
BCapital and its unlisted related company
Eng Securities Sdn Bhd
BLand and its unlisted related companies
Sdn Bhd
635
advertising services
Nural Enterprise Sdn Bhd
DTSB
Rental payable
16
Pakar Angsana Sdn Bhd
DTSB
Rental payable
40
DiGi AR 04
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4:04hin
Page 105
105
DiGi Group with the following
Related Parties
DiGi and/or
its subsidiary
companies
Nature of Transaction
undertaken by/provided to
DiGi and/or its subsidiaries
Amount
transacted
during the
financial year
RM’000
BLand and its unlisted related companies (continued)
Securiservices Sdn Bhd
DTSB
Rental payable
40
Sinar Merdu Sdn Bhd
DTSB
Rental payable
32
Tiram Jaya Sdn Bhd
DTSB
Rental payable
36
DTSB
Rental payable
119
BToto and its unlisted related company
Sports Toto Malaysia Sdn Bhd
Cosway Corp and its unlisted related companies
Singer (M) Sdn Bhd
DTSB
Rental payable
4
Stephen Properties Sdn Bhd
DTSB
Rental payable
120
Unza (M) Sdn Bhd
DTSB
Rental payable
2
Dunham-Bush Industries Sdn Bhd
DTSB
Rental payable
14
Dunham-Bush (Malaysia) Bhd
DTSB
Rental payable
12
Topaire Sales & Services Sdn Bhd
DTSB
Purchase and servicing of air conditioning
75
18
DunBush and its unlisted related companies
Hyundai-Berjaya and its unlisted related companies
Hyundai-Berjaya Sdn Bhd
DTSB
Rental payable
Pentagon Engineering Sdn Bhd
DTSB
Construction of transmission tower,
6,160
design and installation of base
transmission sites
Matrix and its unlisted related company
Berjaya Times Square Sdn Bhd
DTSB
Rental payable
Hyumal Motor Sdn Bhd
DTSB
Repair and purchase of motor vehicles
Roda Indah Motors Sdn Bhd
DTSB
Purchase of motor vehicles
Quasar Carriage Sdn Bhd
DTSB
Repair & maintenance of motor vehicles
556
Other companies related to TSVT
50
200
7
Notes:
1. Telenor Consult AS is a wholly owned subsidiary of Telenor ASA which is also the ultimate holding company of DiGi.Com Berhad (“DiGi”).
2. Berjaya Group Berhad (“BGroup”), Berjaya Capital Berhad (“BCapital”), Berjaya Land Berhad (“BLand”), Berjaya Sports Toto
Berhad (“BToto”), Cosway Corporation Berhad (“Cosway Corp”), Dunham-Bush (Malaysia) Bhd (“DunBush”), Matrix International
Berhad (“Matrix”) and other companies are companies in which Tan Sri Dato’ Seri Vincent Tan Chee Yioun (“TSVT”), a former
Director and an existing substantial shareholder is deemed to have an interest.
3. Unza (M) Sdn Bhd ceased to be a subsidiary of Cosway Corp Bhd w.e.f 15 January 2004. The amount disclosed above relates to
transactions occurred before the said date.
4. Hyundai-Berjaya Corporation Berhad (“Hyundai-Berjaya”) and Hyumal Motor Sdn Bhd ceased to be associated companies of
BGroup w.e.f 1 December 2004. The amount disclosed above relates to transactions occurred before the said date.
5. DiGi Telecommunications Sdn Bhd (“DTSB”), is a wholly owned subsidiary of DiGi.
DiGi AR 04
106
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Page 106
Statement of Directors’ Shareholdings
as at 23 March 2005
No. of Ordinary Shares of RM 1.00 each
The Company
Direct Interest
%
Deemed Interest
%
-
-
-
-
No. of Ordinary Shares of NOK6 each
%
Deemed Interest
%
-
Ultimate Holding Company
TELENOR ASA
Direct Interest
Arve Johansen
44,977
0.0026
-
-
350
0.0000
-
-
Christian Storm
1,582
0.0001
-
-
3,515
0.0002
-
-
No. of Options over Ordinary Shares of NOK6 each
Direct Interest
%
Deemed Interest
Arve Johansen
%
200,000
0.0114
-
-
43,333
0.0025
-
-
Save as disclosed, none of the other Directors in office have any interest in the shares of the Company or
its related corporations as at 23 March 2005.
Substantial Shareholders
as at 23 March 2005
Name
1. Telenor Asia Pte Ltd
Direct Interest
No. of Shares
%
Deemed Interest
%
457,499,630
61.00
-
-
2. Telenor Mobile Communications AS
-
-
457,499,630 (a)
61.00
3. Telenor Mobile Holding AS
-
-
457,499,630 (b)
61.00
20,518,432
42,965,009
2.74
5.73
457,499,630 (c)
30,248,392 (d)
-
61.00
4.03
-
4. Telenor ASA
5. Tan Sri Dato’ Seri Vincent Tan Chee Yioun
6. Employees Provident Fund Board
Notes:
(a) Deemed interested by virtue of its 100% interest in Telenor Asia Pte Ltd.
(b) Deemed interested by virtue of its 100% interest in Telenor Mobile Communications AS.
(c) Deemed interested by virtue of its 100% interest in Telenor Mobile Holding AS.
(d) Deemed interested by virtue of his interest in Berjaya VTCY Sdn Bhd and deemed interest in Prime Credit Leasing Sdn Bhd,
Immediate Capital Sdn Bhd and Berjaya General Insurance Berhad.
DiGi AR 04
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4:04hin
Page 107
107
Statistics on Shareholdings
as at 23 March 2005
Analysis of shareholdings
Size of shareholdings
No. of shareholders
%
No. of shares
%
less than 100
100 - 1,000
1,001 - 10,000
10,001 - 100,000
100,001 - 37,499,999
37,500,000 * and above
217
1,649
1,685
375
219
3
5.23
39.76
40.62
9.04
5.28
0.07
3,445
1,416,229
6,180,102
13,789,564
271,111,030
457,499,630
0.00
0.19
0.82
1.84
36.15
61.00
Total
4,148
100.00
750,000,000
100.00
Note:
1. There is only one class of shares in the paid-up capital of the Company. Each share entitles the holder to one vote.
2. * Denotes 5% of the issued and paid-up capital of the Company.
List of Thirty (30) Largest Shareholders
Name of shareholders
1.
Citicorp Nominees (Asing) Sdn Bhd
as at 23 March 2005
No. of shares
%
247,000,000
32.93
105,499,630
14.07
105,000,000
14.00
Telenor Asia Pte Ltd
2.
Telenor Asia Pte Ltd (DiGi)
3.
Telenor Asia Pte Ltd (DiGi / Moratorium)
4.
Employees Provident Fund Board
31,850,820
4.25
5.
Scotia Nominees (Tempatan) Sdn Bhd
24,850,666
3.31
23,179,094
3.09
Pledged Securities Account For Tan Sri Dato’ Seri Vincent Tan Chee Yioun
6.
Scotia Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Berjaya VTCY Sdn Bhd
7.
Lembaga Tabung Haji
8,034,900
1.07
8.
Dato Ahmad Sebi Bin Bakar
6,580,196
0.88
9.
Malaysia Nominees (Tempatan) Sendirian Berhad
5,900,594
0.79
5,380,481
0.72
4,599,500
0.61
Great Eastern Life Assurance (Malaysia) Berhad (Par 1)
10.
Bumiputra-Commerce Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Malpac Management Sdn Bhd (3349 Sban)
11.
AMMB Nominees (Tempatan) Sdn Bhd
Amtrustee Berhad For SBB Dana Al-Ihsan (5-2-7)
DiGi AR 04
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Page 108
List of Thirty (30) Largest Shareholders
as at 23 March 2005
(continued)
Name of shareholders
12.
No. of shares
%
4,252,600
0.57
3,991,495
0.53
3,959,500
0.53
3,551,523
0.47
3,216,800
0.43
3,040,000
0.41
2,831,029
0.38
2,796,700
0.37
Tan Sri Dato’ Tan Chee Sing
2,705,000
0.36
HSBC Nominees (Asing) Sdn Bhd
2,586,800
0.34
2,577,500
0.34
2,475,589
0.33
2,460,771
0.33
2,293,100
0.31
2,278,900
0.30
2,246,000
0.30
2,168,000
0.29
2,000,000
0.27
2,000,000
0.27
621,307,188
82.84
Amanah Raya Nominees (Tempatan) Sdn Bhd
Public Growth Fund
13.
Mayban Nominees (Tempatan) Sdn Bhd
Mayban Trustees Berhad For Public Ittikal Fund (N14011970240)
14.
AM Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (A/C 1)
15.
Inter-Pacific Equity Nominees (Tempatan) Sdn Bhd
Prime Credit Leasing Sdn Bhd For Alam Nusantara Sdn Bhd
16.
Public Islamic Equity Fund
17.
Mayban Nominees (Tempatan) Sdn Bhd
Mayban Trustees Berhad For Public Regular Savings Fund (N14011940100)
18.
Citicorp Nominees (Tempatan) Sdn Bhd
ING Insurance Berhad (INV-IL PAR)
19.
Public Equity Fund
20.
21.
Abu Dhabi Investment Authority
22.
Public Savings Fund
23.
HSBC Nominees (Tempatan) Sdn Bhd
Nomura Asset Mgmt Sg For Employees Provident Fund
24.
PM Nominees (Tempatan) Sdn Bhd
Malpac Management Sdn Bhd For Ahmad Sebi Bin Bakar
25.
GSCO For Indus Asia Pacific Fund Ltd
26.
RHB Nominees (Tempatan) Sdn Bhd
RHB Asset Management Sdn Bhd For Kumpulan Wang Simpanan Pekerja
27.
HLG Nominee (Tempatan) Sdn Bhd
PB Trustee Services Berhad For HLG Growth Fund
28.
Cartaban Nominees (Asing) Sdn Bhd
SSBT Fund 2S6A For Dupont Pension Trust
29.
HSBC Nominees (Asing) Sdn Bhd
BNY Brussels For JF Asean Fund
30.
Dresdner BK For Persistency
DiGi AR 04
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Page 109
NOTICE IS HEREBY GIVEN THAT the Eighth Annual General Meeting of DiGi.Com Berhad will be held
at Mayang Sari Grand Ballroom, Lower Level 3, JW Marriott Hotel Kuala Lumpur, 183 Jalan Bukit
Bintang, 55100 Kuala Lumpur on Tuesday, 10 May 2005 at 10.00 a.m. for the following purposes:-
Agenda
As Ordinary Business
1. To receive and adopt the audited financial statements of the Company
for the year ended 31 December 2004 and the Directors’ and Auditors’
Reports thereon.
Ordinary Resolution 1
2. To re-elect the following Directors retiring pursuant to the Company’s
Articles of Association:Under Article 98(A)
i) Arve Johansen
Under Article 98(E)
i) Christian Storm
ii) Ragnar Holmen Korsaeth
3. To appoint Messrs Ernst & Young, having consented to act, as Auditors
of the Company for the financial year ending 31 December 2005 in
place of the retiring Auditors, Messrs KPMG, to hold office until the
conclusion of the next Annual General Meeting and to authorise the
Directors to fix their remuneration.
Notice of Nomination pursuant to Section 172(11) of the Companies Act,
1965 (a copy of which is annexed and marked as “Annexure A” in the
2004 Annual Report) has been received by the Company for the
nomination of Messrs Ernst & Young for the appointment as Auditors in
place of the retiring Auditors, Messrs KPMG.
As Special Business
To consider and, if thought fit, pass the following ordinary resolutions:-
4. Authority to Allot and Issue Shares Pursuant to Section 132D of the
Companies Act, 1965
109
DiGi AR 04
110
08/04/05
4:04hin
Page 110
(continued)
As “That,
Special subject
Businessalways to the Companies Act, 1965, the Articles of
Association of the Company and the approvals of the relevant
To governmental/regulatory
consider and, if thought fit,
pass the following
ordinary
resolutions: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
4. Authority
to Allotand
andfor
Issue
Shares
Pursuant
to Directors
Section 132D
the fit
and conditions
such
purposes
as the
mayof
deem
Companies
Act,the
1965
provided that
aggregate number of shares issued pursuant to this
resolution does not exceed 10% of the issued share capital of the
“That,
subject
always
to theand
Companies
1965,shall
the Articles
Company
for the
time being
that suchAct,
authority
continueof
in
Association
the Company
approvals
the relevant
force until theofconclusion
of theand
nextthe
Annual
GeneralofMeeting
of the
governmental/regulatory
authorities, the Directors be and are hereby
Company.”
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 of
forExisting
such purposes
as the Directors
mayRecurrent
deem fit
5. Proposed
Renewal
Shareholders’
Mandate For
providedParty
that Transactions
the aggregateofnumber
of shares
issuedNature
pursuant
this
Related
a Revenue
or Trading
andtoNew
resolution
not exceed
10%
of the
issued
share capital
of the
Mandate
for does
Additional
Recurrent
Related
Party
Transactions
of a Revenue
Company
the time
being
and that
such
authority
continueAnd
in
or
Tradingfor
Nature
To Be
Entered
With
Telenor
ASAshall
(“Telenor”)
force until
the conclusion
of the next Annual General Meeting of the
Persons
Connected
With Telenor
Company.”
“That, subject to the provisions of the Listing Requirements of Bursa
Malaysia Securities Berhad, approval be and is hereby given for the
5. Proposed
of Existing Shareholders’
Mandate For
Recurrent
Company Renewal
and its subsidiaries,
to enter into recurrent
related
party
Related
Party of
Transactions
of a
Revenue
or Trading
Natureand
and/or
New
transactions
a revenue or
trading
nature
with Telenor
persons
Mandate
for with
Additional
Recurrent
Related
Transactions
of Circular
a Revenue
connected
Telenor
as specified
in Party
Section
2.3 of the
to
or
Trading Nature
Entered
With Telenor
ASA (“Telenor”)
Shareholders
datedTo
18Be
April
2005 which
are necessary
for the dayAnd
to
Persons
Connected
With
day operations
and/or
in Telenor
the ordinary course of business of the Company
and its subsidiaries on terms not more favourable to the related parties
“That,
subject
to the available
provisions
Listing
of Bursa
than those
generally
to of
thethe
public
andRequirements
are not detrimental
to
Malaysia
Securities
Berhad,
approval
be and
hereby
given forshall
the
the minority
shareholders
of the
Company
and is
that
such approval
Company
itsforce
subsidiaries,
to enter into recurrent related party
continue toand
be in
until:transactions of a revenue or trading nature with Telenor and persons
connected
with Telenor
as specified
in Section
2.3 of the
the Company
Circular to
i) the conclusion
of the next
annual general
meeting
Shareholders
dated
18 April
2005 at
which
arethis
necessary
the day to
following the
general
meeting
which
Ordinaryfor
Resolution
dayshall
operations
and/or
the ordinary
course
of business
Company
be passed,
at in
which
time it will
lapse,
unless byofathe
resolution
andpassed
its subsidiaries
on terms
not more
the related
at a general
meeting,
the favourable
authority to
conferred
by parties
this
than
those generally
available to the public and are not detrimental to
resolution
is renewed;
the minority shareholders of the Company and that such approval shall
continue
to be in force
ii) the expiration
of theuntil:period within which the next annual general
meeting after the date it is required to be held pursuant to Section
i) the
conclusion
of the next Act,
annual
general
the Company
143(1)
of the Companies
1965
(but meeting
shall notofextend
to such
following
general
meeting pursuant
at which this
Ordinary
Resolution
extensionthe
as may
be allowed
to Section
143(2)
of the
shall
be passed,
whichor
time it will lapse, unless by a resolution
Companies
Act, at
1965);
passed at a general meeting, the authority conferred by this
resolution
renewed;
iii) revoked
or is
varied
by resolution passed by the shareholders at a
general meeting;
DiGi AR 04
08/04/05
4:04hin
Page 111
ii) the expiration
whichever
is earlier;
of the period within which the next annual general
meeting after the date it is required to be held pursuant to Section
and143(1)
that inof
making
the disclosure
the (but
aggregate
value
of thetorecurrent
the Companies
Act, of
1965
shall not
extend
such
related
partyastransactions
conducted
the proposed
extension
may be allowed
pursuant pursuant
to Sectionto143(2)
of the
shareholders’
in the
Companies approval
Act, 1965);
or Company’s annual reports, the Company
shall provide a breakdown of the aggregate value of recurrent related party
transactions
iii) revoked or
made
varied
during
by resolution
the financial
passed
year, by
amongst
the shareholders
others, based
at on:a
general meeting;
i) the type of the recurrent related party transactions made; and
whichever is earlier;
ii) the name of the related parties involved in each type of the recurrent
andrelated
that in
party
making
transactions
the disclosure
made andof
their
therelationship
aggregatewith
value
the of
Company
the
recurrent related party transactions conducted pursuant to the proposed
and
further that
authority
is herebyannual
given to
the Directors
of the
shareholders’
approval
in be
theand
Company’s
reports,
the Company
Company
and aitsbreakdown
subsidiariesoftothe
complete
and value
do all of
such
acts andrelated
things
shall provide
aggregate
recurrent
(including
executing such
as financial
may be required)
to give effect
to
party transactions
madedocuments
during the
year, amongst
others,
the
transactions
as authorised by this Ordinary Resolution.”
based
on:-
i) the type of the recurrent related party transactions made; and
6. Proposed Renewal of Existing Shareholders’ Mandate For Recurrent Related
Party
of a Revenue
Trading
andofNew
Mandate
ii) theTransactions
name of the related
parties or
involved
in Nature
each type
the recurrent
for related
Additional
party
Recurrent
transactions
Related
made
Party
andTransactions
their relationship
of a Revenue
with theor
Company
Trading
Nature To Be Entered With Persons Connected With Tan Sri Dato’ Seri
and further
authority
Vincent
Tanthat
Chee
Yioun be and is hereby given to the Directors of the
Company and its subsidiaries to complete and do all such acts and things
“That,
(including
subject
executing
to the
such
provisions
documents
of as
the
may
Listing
be required)
Requirements
to give effect
of Bursa
to
Malaysia
the transactions
Securities
as authorised
Berhad, by
approval
this Ordinary
be and
Resolution.”
is hereby given for the Ordinary Resolution 7
Company and its subsidiaries, to enter into recurrent related party
transactions of a revenue or trading nature with persons connected
6. Proposed
Renewal
Existing
Shareholders’
Mandate
For Recurrent
Related
with Tan Sri
Dato’ of
Seri
Vincent
Tan Chee Yioun
as specified
in Section
2.3
Party
of a Revenue
or Trading
and/orare
New
Mandate
of
the Transactions
Circular to Shareholders
dated
18 AprilNature
2005 which
necessary
Related
Partyin
Transactions
a Revenue
or Trading
for Additional
the day to Recurrent
day operations
and/or
the ordinaryofcourse
of business
of
Nature
To Be and
Entered
With Persons
With Tan
Sri Dato’
the
Company
its subsidiaries
on Connected
terms not more
favourable
to Seri
the
Vincent parties
Tan Chee
Yioun
related
than
those generally available to the public and are not
detrimental to the minority shareholders of the Company and that such
“That, subject
to the provisions
of the
Listing Requirements of Bursa
approval
shall continue
to be in force
until:Malaysia Securities Berhad, approval be and is hereby given for the
Company
and its of
subsidiaries,
to enter
into meeting
recurrentofrelated
party
i) the conclusion
the next annual
general
the Company
transactions
of general
a revenue
or trading
nature
with persons
connected
following the
meeting
at which
this Ordinary
Resolution
shall be
with
Tan SriatDato’
Seri
Vincent
Chee
Yiounby
as aspecified
in Section
passed,
which
time
it willTan
lapse,
unless
resolution
passed 2.3
at a
of the
Circular
to Shareholders
dated
18 April
which are isnecessary
general
meeting,
the authority
conferred
by2005
this resolution
renewed;
for the day to day operations and/or in the ordinary course of business of
the
ii) the
Company
expiration
and
of its
thesubsidiaries
period withinon
which
terms
thenot
next
more
annual
favourable
general meeting
to the
after the date it is required to be held pursuant to Section 143(1) of 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 resolution passed by the shareholders at a general
meeting;
111
DiGi AR 04
112
08/04/05
4:04hin
Page 112
(continued)
whichever is earlier;
and that in making the disclosure of the aggregate value of the recurrent
related party transactions conducted pursuant to the proposed shareholders’
approval in the Company’s annual reports, the Company shall provide a
breakdown of the aggregate value of recurrent related party transactions
made during the financial year, amongst others, based on:i) the type of the recurrent related party transactions made; and
ii) the name of the related parties involved in each type of the recurrent
related party transactions made and their relationship with the Company
and further that authority be and is hereby given to the Directors of the
Company and its subsidiaries to complete and do all such acts and things
(including executing such documents as may be required) to give effect to
the transactions as authorised by this Ordinary Resolution.”
By Order of the Board
Tai Yit Chan MAICSA 7009143
Liew Irene MAICSA 7022609
Company Secretaries
Kuala Lumpur
18 April 2005
Notes:-
(A) Appointment of Proxy
i) A member entitled to attend and vote at a meeting of the Company is entitled to appoint
one (1) proxy only to attend and vote in his stead. A proxy may but need not be a member
of the Company.
ii) A member of the Company who is an authorised nominee as defined under the Securities
Industry (Central Depositories) Act 1991 may appoint one (1) proxy in respect of each
securities account.
iii) The instrument appointing a proxy, shall be in writing under the hand of the appointer or his
attorney duly authorised in writing, and in the case of a corporation, either under seal or
under hand of an officer or attorney duly authorised.
iv) The instrument appointing a proxy must be deposited at the Company’s Registered Office at
Level 7, Setia 1, 15 Lorong Dungun, Damansara Heights, 50490 Kuala Lumpur not less than
48 hours before the time appointed for holding the meeting or any adjournment thereof.
DiGi AR 04
08/04/05
4:04hin
Page 113
Notes:-
(B) Special Business
(A) Appointment
Proxypursuant to Section 132D of the Companies Act, 1965 and if
1. Resolution 6 is of
proposed
passed, will give the Directors of the Company, from the date of the above annual general
i) A
memberauthority
entitled to
to issue
attendand
andallot
voteshares
at a meeting
the Company
entitled
meeting,
from theofunissued
share iscapital
of to
theappoint
Company
one
(1)
proxy
only
to
attend
and
vote
in
his
stead.
A
proxy
may
but
need
not
be
a
member
for such purposes as the Directors may deem fit and in the interest of the Company.
This
of
the Company.
authority,
unless revoked or varied by the Company in general meeting, will expire at the
conclusion of the next Annual General Meeting of the Company.
ii) A member of the Company who is an authorised nominee as defined under the Securities
Industry (Central
Actallow
1991the
may
appoint and
one its
(1)subsidiaries
proxy in respect
of each
2. Resolutions
7 and Depositories)
8 if passed, will
Company
to enter
into
securities
account.
recurrent related party transactions in accordance with paragraph 10.09 of the Listing
Requirements of Bursa Malaysia Securities Berhad and the necessity to convene separate
iii) general
The instrument
proxy,
shall
be shareholders’
in writing under
the hand
of the
appointer
meetingsappointing
from timeato
time to
seek
approval
as and
when
such or his
attorney duly
authorised
in writing, occur
and inwould
the case
a corporation,
seal or
recurrent
related
party transactions
not of
arise.
This wouldeither
reduceunder
substantial
under hand of time
an officer
or attorney
duly authorised.
administrative
and expenses
associated
with the convening of such meetings without
compromising the corporate objectives of the Group or affecting the business opportunities
iv) available
The instrument
appointing
proxy must be
deposited
at the Company’s
Registered
Office
at
to the Group.
The ashareholders’
mandate
is subject
to renewal on
an annual
basis.
Level 7, Setia 1, 15 Lorong Dungun, Damansara Heights, 50490 Kuala Lumpur not less than
48Accompanying
hours before the
time
for holding
the pursuant
meeting or
adjournment
Statement
Notice
ofappointed
Annual General
Meeting
to any
Paragraph
8.28(2)thereof.
of the
Bursa Malaysia Securities Berhad Listing Requirements
(B)TheSpecial
Business
1.
particulars
of Directors who stand for re-election are set out in the relevant pages of the
Annual Report as follows:1. Resolution 6 is proposed pursuant to Section 132D of the Companies Act, 1965 and if
passed, will give the Directors of the Company,
from the date of Directors’
the above
annual general
Directors’ Profile
Shareholdings
Name of Director
meeting, authority to issue and allot shares from the unissued share capital of the Company
for such purposes as the Directors may deem
of 106
the Company. This
1 Arve Johansen
Page 8fit and in the interest
Page
authority, unless revoked or varied by the Company in general meeting, will expire at the
conclusion
of the Company. Page 106
2 Christian
Storm of the next Annual General Meeting
Page 11
2. Resolutions
7 and 8 if passed, will allow Page
the Company
and its subsidiaries
3 Ragnar
Holmen Korsaeth
11
Page 106to enter into
recurrent related party transactions in accordance with paragraph 10.09 of the Listing
Requirements of Bursa Malaysia Securities Berhad and the necessity to convene separate
meetings
from timeheld
to time
to the
seekfinancial
shareholders’
approval
as and when
such
There general
were four
Board Meetings
during
year ended
31 December
2004.
The
recurrent
related
party
transactions
occur
would
not
arise.
This
would
reduce
substantial
details of Directors’ attendance at Board Meetings are set out on Page 14 of the Annual Report.
administrative time and expenses associated with the convening of such meetings without
compromising
the
corporate
objectives
of the Group
or affecting
the
businesstoopportunities
Tun Dato’
Seri Dr Lim
Chong
Eu will
not be seeking
re-appointment
and
pursuant
Section 129
available
to
the
Group.
The
shareholders’
mandate
is
subject
to
renewal
on
an
annual
basis.
of the Companies Act, 1965, he will retire at the conclusion of the Eighth Annual General
Meeting
of the Company.
2. Place, date and hour of the Eighth Annual General Meeting of the Company
The Eighth Annual General Meeting of the Company will be held at Mayang Sari Grand Ballroom,
Lower Level 3, JW Marriott Hotel Kuala Lumpur, 183 Jalan Bukit Bintang, 55100 Kuala Lumpur on
Tuesday, 10 May 2005 at 10.00 a.m.
113
DiGi AR 04
114
08/04/05
4:04hin
Page 114
Annexure A
DiGi AR 04
08/04/05
4:05hin
Page 115
115
Form of Proxy
DiGi.COM BERHAD
(Company No.: 425190-X)
(Incorporated in Malaysia)
I/We
Name in full
I.C. or Company No.
CDS Account No.
of
Address
being a member of DiGi.COM BERHAD hereby appoint:
I.C. No.
Name in full
New and Old I.C. Nos.
of
or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf,
at the Eighth Annual General Meeting of the Company to be held at Mayang Sari Grand Ballroom,
Lower Level 3, JW Marriott Hotel Kuala Lumpur, 183 Jalan Bukit Bintang, 55100 Kuala Lumpur on
Tuesday, 10 May 2005 at 10.00 a.m. or any adjournment thereof.
This proxy is to vote on the resolutions set out in the Notice of the Meeting as indicated with an “X”
in the appropriate spaces. If no specific direction as to voting is given, the proxy will vote or abstain
from voting at his/her discretion.
Ordinary Resolutions
For
Resolution 1 -
To receive and adopt the Audited Financial Statements
Resolution 2 -
To re-elect Arve Johansen as Director
Resolution 3 -
To re-elect Christian Storm as Director
Resolution 4 -
To re-elect Ragnar Holmen Korsaeth as Director
Resolution 5 -
To appoint Messrs Ernst & Young as the Company’s auditors in place of the retiring
Against
auditors, Messrs KPMG and to authorise the Directors to determine their remuneration
Resolution 6 -
To approve authority to allot and issue shares
Resolution 7 -
To approve the Renewal of Existing Shareholders’ Mandate for Recurrent Related Party
Transactions and New Mandate for Additional Recurrent Related Party Transactions
to be entered with Telenor ASA (“Telenor”) and persons connected with Telenor
Resolution 8 -
To approve the Renewal of Existing Shareholders’ Mandate for Recurrent Related Party
Transactions and New Mandate for Additional Recurrent Related Party Transactions
to be entered with persons connected with Tan Sri Dato’ Seri Vincent Tan Chee Yioun
No. of Shares
Signature of Shareholder(s) or Common Seal
Signed this
day of
, 2005.
Notes:
1. A member entitled to attend and vote at a meeting of the Company is entitled to appoint one (1) proxy only to attend and vote
in his stead. A proxy may but need not be a member of the Company.
2. A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act
1991 may appoint one (1) proxy in respect of each securities account.
3. The instrument appointing a proxy, shall be in writing under the hand of the appointer or his attorney duly authorised in
writing, and in the case of a corporation, either under seal or under hand of an officer or attorney duly authorised.
4. The instrument appointing a proxy must be deposited at the Company’s Registered Office at Level 7, Setia 1, 15 Lorong
Dungun, Damansara Heights, 50490 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or
any adjournment thereof.
08/04/05
4:05hin
Page 116
fold this flap for sealing
affix
stamp
The Secretary
Level 7, Setia 1
15 Lorong Dungun
Damansara Heights
50490 Kuala Lumpur
2nd fold here
1st fold here
✁
DiGi AR 04
DiGi AR 04 Back Cover
08/04/05
4:35hin
Page 1
Corporate Directory
O ur Aspiration.. .
‘‘
To be the mobile communications leader in
creating experiences with a difference for our
customers and business partners through our
passion for success. ”
List of Operating Offices
Principal Place of
Business/Head Office
Tel: 03-5721 1800
Fax: 03-5721 1857
Sabah Region
Pahang
Perak
Lot 36,
Sedco Light Industrial Estate
Jalan Kilang, Kolombong, Inanam
Tel: 088-431 800
Fax: 088-430 016
Kuantan
Lot G22B & G23 (ll)
Ground Floor, Berjaya Megamall
Jalan Tun Ismail
25000 Kuantan
Ipoh
Lot C-01-04
No 2 Ground Floor
Persiaran Greentown 3
30450 Ipoh, Perak
Sarawak Region
O ur Key Principles.. .
We have a passion for our customers
We value ideas and encourage initiative
We emphasise mutual trust and respect
We believe in the power of teamwork
We build partnerships for success
Central Operating
Offices
Lot 5, Jalan Pemaju U1/15
Hicom Glenmarie Industrial Park
Tel: 03-5721 1800
Fax: 03-5721 1857
DiGi Centres
Tel: 03-5721 1800
Fax: 03-5721 1857
Tel: 03-5721 1800
Fax: 03-5721 1857
Regional Operating
Offices
Northern Region
62, 1st Floor, Jalan Mayang
Pasir 1
Off Jalan Mahsuri
11950 Bayan Baru
Pulau Pinang
Tel: 04-641 2800
Fax: 04-641 3800
Ipoh Sales Office
C-G-2 Persiaran Greentown 3
30450 Ipoh, Perak
Southern Region
Taman Molek
Tel: 07-351 1800
Fax: 07-352 8016
COVER RATIONALE
The cover reflects DiGi’s efforts to create meaningful connections between communities and their
rich texture of culture and heritage. This is captured in the traditional ikat design with its motifs
of interlinked people and buildings.
Lot 2087, Block 10,
Tel: 082-421 800
Fax: 082-427 597
Eastern Region
3, Jalan Tun Ismail
25000 Kuantan, Pahang
Tel: 09-508 0071
Fax: 09-508 0070
Selangor
USJ
Subang Taipan, 19 & 21
Jalan USJ 10/1A, Subang Jaya
SS2
24, Jalan SS2/66
Selayang Baru
57, Jalan 2/3A,
Pasar Borong Selayang
Off Jalan Ipoh
68100 Batu Caves, Selangor
Klang
35 & 37
Persiaran Sultan Ibrahim
41300 Klang, Selangor
Kuala Lumpur
Pandan Indah
M5A/13, Jalan Pandan Indah 4/1
Taman Pandan Indah
55100 Kuala Lumpur
Penang
Pulau Tikus
368-1-02, Jalan Burmah
10350 Pulau Tikus
Pulau Pinang
Seberang Jaya
8, Ground Floor
Jalan Todak Dua
Pusat Bandar
Bandar Seberang Jaya
13700 Prai, Pulau Pinang
Beach Street
29A Beach Street
10200 Penang
Melaka
Melaka
523, Taman Melaka Raya
75000 Melaka
Johor
Johor Bahru
Taman Molek
Jalan Tun Abdul Razak
64, Jalan Tun Abdul Razak
Susur 1
Negeri Sembilan
Seremban
301, Taman AST
70200 Seremban
Negeri Sembilan
Sabah
Kota Kinabalu
Lot 5/G3, Ground & 1st Floors
Api-Api Centre
Sarawak
Kuching
Lot 2087, Block 10
Miri
Lot 938, Ground & 1st Floors
Jalan POS, 98000 Miri
Sarawak
Sibu
13, Ground & 1st Floors
Lorong Kampung Datu 3
96000 Sibu, Sarawak
Batu Pahat
37, Jalan Kundang
Taman Bukit Pasir
83100 Batu Pahat, Johor
KL Plaza
Lot G33-8, Ground Floor,
179, KL Plaza
Jalan Bukit Bintang
55100 Kuala Lumpur
Berjaya Times Square
01-36, Berjaya Times Square,
1, Jalan Imbi ,
55100 Kuala Lumpur
24-hour DiGi customer service line: 016-221 1800
Mailing Address:
P. O. Box 7551
Tel: 03-5721 1800
Fax: 03-5721 1857
www.digi.com.my
117
DiGi AR 04 Cover
08/04/05
4:35hin
Page 1
DiGi.COM BERHAD
DiGi.COM BERHAD
425190-X
DiGi Telecommunications Sdn Bhd 201283-M
Lot 30 Jalan Delima 1/3
40000 Shah Alam
Selangor Darul Ehsan
Malaysia
T
F
E
(603) 5721 1800
(603) 5721 1857
corpcom@digi.com.my
425190-X

DiGi.COM BERHAD 425190-X ANNUAL REPORT 2004 LAPORAN

Transcription

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