annual report 2008

Transcription

annual report 2008

Media Prima Berhad 532975 A
Sri Pentas, No. 3, Persiaran Bandar Utama
Bandar Utama, 47800 Petaling
Selangor Darul Ehsan, Malaysia
www.mediaprima.com.my
annual report 2008
FinanceAsia
Asia’s Best Companies 2008
Malaysia’s Best
Mid-Cap Company
Best Investor Relations
(rank 7th)
Best Corporate Governance
(rank 8th)
“thebrandlaureate”
Best Brands Electronic Media
2007-2008
TV3 was named as one of
Malaysia Most Valuable Brands
(MMVB) by the Association of
Accredited Advertising Agents
Malaysia (4As) and Interbrand.
Minority Shareholders
Watchdog Group
Corporate Governance
Survey 2008-7th (Joint)
contents
Notice of Annual General Meeting // 4
Statement Accompanying
Our Profile // 8
Corporate Information // 9
Corporate Structure // 12
Organisational Structure // 14
Board of Directors’ Profile // 18
Senior Management // 27
Statement on Corporate Governance // 40
Additional Compliance Information // 54
Statement on Internal Control // 56
Statement on Risk Management // 60
Audit Committee Report // 64
5-Year Financial Highlights // 70
Share Price Chart // 72
Viewership and Listenership Data // 73
Chairman’s Statement // 76
Corporate Responsibility // 84
Review of Operations // 110
Calendar of Significant Events // 150
Awards and Recognition // 159
Financial Statements // 165
Directors’ Report // 166
Income Statements // 171
Balance Sheets // 173
Statement of Changes in Equity // 175
Cash Flow Statements // 177
Summary of Significant
Accounting Policies // 179
Notes to the Financial Statements // 195
Statement by Directors // 245
Statutory Declaration // 245
Report of the Auditors // 246
Analysis of Shareholdings // 248
List of Properties // 252
Group Directory // 256
Proxy Form
going
beyond
boundaries
“The success of Media Prima is built on values that define the Group –
passion and energy; creativity and financial discipline; professionalism
and accountability - these are the foundations that we hold sacrosanct.
The media landscape is continuously evolving, impacting always the way
we do business. With the advent of new distribution platforms, digital
broadcasting, and the increasing proliferation of new media, new
opportunities abound but bringing with it higher risks.
Despite it all and amidst the challenging economic environment, as long
as we stay true to our values, we will navigate through these challenges,
leveraging on our wide array of strong media franchises, to continue in
our quest of building a media group that will be the pride of the nation.”
Abdul Rahman Bin Ahmad
Group Managing Director / Chief Executive Officer
Media Prima Berhad
pushing frontiers
The latest shows, discovering
new talent and opening new
frontiers in entertainment –
Media Prima’s television and
radio stations, as well as Internet
portals, are opening up new
ways to bring entertainment to
Malaysians every day.
notice of annual
general meeting
NOTICE IS HEREBY GIVEN that the Eighth (8th) Annual General
Meeting of MEDIA PRIMA BERHAD (“the Company”) will be held
at Jasmine Room (Level C), One World Hotel, First Avenue,
Bandar Utama City Centre, 47800 Petaling Jaya, Selangor,
Malaysia on Tuesday, 28 April 2009 at
10.00 a.m. for the following purposes:
5.
To approve the Directors’ fees of RM290,123.00 for the
financial year ended 31 December 2008.
(Resolution 7)
6.
To re-appoint Messrs PricewaterhouseCoopers as Auditors
of the Company and to authorise the Directors to fix their
remuneration.
(Resolution 8)
AGENDA
1.
2.
To receive and adopt the Statutory Financial Statements for
the financial year ended 31 December 2008 and the
Reports of the Directors and Auditors thereon.
(Resolution 1)
To re-elect the following Directors who will retire in
accordance with Articles 101 and 102 of the Company’s
Articles of Association and being eligible, have offered
themselves for re-election:
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions
with or without modifications:
ORDINARY RESOLUTION
7.
(i)
Shahril Ridza Ridzuan
(Resolution 2)
(ii)
Dato’ Hj Kamarulzaman Hj Zainal
(Resolution 3)
(iii)
Tan Sri Mohamed Jawhar
(Resolution 4)
Dato’ Abdul Mutalib Datuk Seri Mohamed Razak who retires
under Articles 101 and 102 of the Company’s Articles of
Association has opted not to offer himself for re-election at
the forthcoming Annual General Meeting.
3.
To re-elect the following Director who will retire in
accordance with Article 106 of the Company’s Articles of
Association and being eligible, has offered himself for reelection:
(i)
4.
Dato’ Gumuri Bin Hussain
(Resolution 5)
To approve a final dividend of 6.7 sen per ordinary share
less 25 per cent income tax for the financial year ended 31
December 2008.
(Resolution 6)
Proposed Renewal of Share Buy-Back Authority
“THAT, subject always to the Companies Act, 1965, the
provisions of the Memorandum and Articles of Association
of the Company, the Listing Requirements (“Listing
Requirements”) of Bursa Malaysia Securities Berhad (“Bursa
Securities”) and the approvals of all relevant governmental
and/or regulatory authorities (if any), the Company be and is
hereby authorised, to the extent permitted by law, to
purchase such amount of ordinary shares of RM1.00 each
in the Company (“Shares”) as may be determined by the
Directors of the Company from time to time through Bursa
Securities upon such terms and conditions as the Directors
may deem fit and expedient in the interest of the Company
provided that:
(i)
the aggregate number of Shares purchased pursuant
to this resolution does not exceed 10 per cent of the
total issued and paid-up share capital of the Company
subject to a restriction that the issued and paid-up
share capital of the Company does not fall below the
applicable minimum share capital requirement of the
Listing Requirements;
4/5
(ii)
(iii)
an amount not exceeding the Company’s retained
profit and/or the share premium account at the time of
the purchase(s) will be allocated by the Company for
the Proposed Share Buy-Back; and
whichever occurs first.
AND THAT authority be and is hereby given unconditionally
and generally to the Directors of the Company to take all
such steps as are necessary or expedient (including
without limitation, the opening and maintaining of central
depository account(s) under the Securities Industry (Central
Depositories) Act, 1991, and the entering into of all other
agreements, arrangements and guarantee with any party or
parties) to implement, finalise and give full effect to the
aforesaid purchase with full powers to assent to any
conditions, modifications, revaluations, variations and/or
amendments (if any) as may be imposed by the relevant
authorities and with the fullest power to do all such acts and
things thereafter (including without limitation, the
cancellation or retention as treasury shares of all or any part
of the repurchased Shares) in accordance with the
Companies Act, 1965, the provisions of the Memorandum
and Articles of Association of the Company and the
requirements and/or guidelines of Bursa Securities and all
other relevant governmental and/or regulatory authorities.”
(Resolution 9)
upon completion of the purchase by the Company of
its own Shares, the Directors of the Company are
authorised to deal with the Shares so purchased in
any of the following manner:
(a) cancel the Shares so purchased;
(b) retain the Shares so purchased as treasury
shares and held by the Company; or
(c) retain part of the Shares so purchased as treasury
shares and cancel the remainder
AND THAT the authority conferred by this resolution will
commence upon the passing of this resolution until:
(i)
the conclusion of the next Annual General Meeting
(“AGM”) of the Company following the forthcoming 8th
AGM, at which time it shall lapse, unless by an
ordinary resolution passed at that meeting the authority
is renewed, either unconditionally or subject to
conditions; or
(ii)
the expiration of the period within which the next AGM
is required by law to be held, or
(iii)
revoked or varied by ordinary resolution passed by the
shareholders of the Company at a general meeting,
8.
To transact any other business for which due notice shall
have been received.
notice of annual
general meeting
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS ALSO HEREBY GIVEN that a final dividend of 6.7 sen
per ordinary share less 25 per cent income tax for the year
ended 31 December 2008, if approved by the shareholders at
the 8th Annual General Meeting, will be paid on 28 July 2009 to
Depositors whose names appear in the Record of Depositors at
the close of business on 30 June 2009.
A Depositor shall qualify for entitlement to the dividend only in
respect of:
(a)
1.
A member of the Company entitled to attend and vote at the meeting is
entitled to appoint one or more proxies (or in the case of a corporation,
to appoint a representative) to attend and vote in his stead. A proxy
need not be a member of the Company.
2
The Proxy Form must be signed by the appointor or his attorney duly
authorised in writing. In the case of a corporation, it shall be executed
under its Common Seal or signed by its attorney duly authorised in
writing or by an officer on behalf of the corporation.
3.
The instrument appointing the proxy must be deposited at The Registrar,
Symphony Share Registrars Sdn. Bhd., Level 26, Menara Multi Purpose,
Capital Square, No. 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur,
Malaysia not less than 48 hours before the time appointed for holding
the meeting or any adjournment thereof.
4.
Explanatory Notes on Special Business:
shares transferred into the Depositor’s Securities Account
before 4.00 p.m. on 30 June 2009 in respect of transfers;
(b) shares deposited into the Depositor’s Securities Account
before 12.30 p.m. on 26 June 2009 in respect of shares
exempted from mandatory deposit; and
(c)
Notes:
shares bought on Bursa Securities on a cum entitlement
basis according to the Rules of Bursa Securities.
BY ORDER OF THE BOARD
ROSELINDA HASHIM (LS 0008976)
TAN SAY CHOON (MAICSA 7057849)
Company Secretaries
Petaling
Date: 6 April 2009
(a)
Resolution 9
Please refer to the Statement to Shareholders dated 6 April 2009
for further information.
statement accompanying
notice of annual general meeting
6/7
Directors who are standing for re-election and re-appointment at the Eighth (8th) Annual General Meeting of Media Prima Berhad are:
Directors retiring by rotation pursuant to Articles 101 and 102 of the Company’s Articles of Association:
(i)
(Resolution 2)
(ii)
Dato’ Hj Kamarulzaman Hj Zainal
(Resolution 3)
(iii)
(Resolution 4)
Dato’ Abdul Mutalib Datuk Seri Mohamed Razak who retires under Articles 101 and 102 of the Company’s Articles of Association
has opted not to offer himself for re-election at the forthcoming Annual General Meeting.
Director retiring by rotation pursuant to Article 106 of the Company’s Articles of Association:
(i)
(Resolution 5)
The details of the above Directors who are seeking re-election or re-appointment are set out in the “Board of Directors Profiles” which
appear from pages 18 to 26 of the Annual Report.
The details of Directors’ securities holdings in the Company are set out in the “Statement of Directors’ Interests” which appear on
page 248 of the Annual Report.
our profile
Media Prima Berhad (Media Prima), the leading integrated media
investment group in Malaysia, was listed on the Main Board of
Bursa Malaysia (the Malaysian Stock Exchange) on 22 October
2003. The Group has a diversified interest in a complete media
platform from the broadcasting (tv and radio), online, outdoor
advertising content creation, print media and event management.
Media Prima’s origins date back to 1983 when shareholders of
The New Straits Times Press (Malaysia) Berhad (NSTP) launched
TV3, the nation’s first private TV network, in June 1984. TV3
subsequently went public in April 1988 and was placed together
with NSTP under the holding of Malaysian Resources Corporation
Berhad (MRCB).
These media assets were unbundled and established under a
separate holding company, Media Prima, in September 2003. The
year 2004 welcomed the incorporation of 8TV into Media Prima’s
portfolio while the following year saw the acquisitions of two more
TV networks, ntv7 and TV9, thus consolidating the Group’s
leadership in the broadcast industry and bringing the total to four
free-to-air TV networks in Malaysia.
Media Prima’s TV Networks maintained its industry leadership
position with the four television networks, TV3, ntv7, 8TV and
TV9, collectively achieving a combined audience share of 50% in
2008. Furthermore, our television networks collectively garnered
approximately 90% of the total FTA TV advertising spending in
Malaysia. TV3 continues to be the station of choice for all
Malaysians, claiming an average of 32% share of viewers
nationwide in 2008. TV9 which was only launched in May 2006
broke even only after 16 months of operations.
The Group also currently owns three radio networks, Fly FM, Hot
FM and its latest acquisition Radio Wanita Sdn. Bhd. which has
been rebranded as One FM. Media Prima’s venture in the radio
industry began with the acquisition of Perintis Layar Sdn. Bhd.,
the holding company of Max-Airplay Sdn. Bhd. (Max) on 29 April
2005. Since it began broadcasting in October 2005, Fly FM
became a hit among its target listeners with its tagline, “It’s All
About the Music”. Fly FM is currently ranked as the No. 2 English
radio station for under 34 demographics and student categories in
addition to leading the Higher Household Income (HHI) group.
Synchrosound Studio Sdn. Bhd., the license owner of Hot FM was
acquired by Media Prima on 30 December 2005. Hot FM is the
fastest growing local Malay radio station, having captured 2.9
million listeners within eight weeks of its launch on 1 February
2006. Aimed at young urban Malay listeners with a tagline “Lebih
Hangat Daripada Biasa” (Hotter than Usual), Hot FM is the number
one overall radio station in Malaysia for average audience, number
one in the under 34 demographics, and number one overall in
major market centres combined with over 4.3 million listeners.
The acquisition of 80% stake in Radio Wanita Sdn. Bhd.
completed on 19 January 2009 added more strength and variety
to Media Prima’s Radio Network. One FM, a Mandarin and
C a n t o n e s e s p e a k i n g r a d i o s t a t i o n w a s t h e re s u l t o f a
transformation process of the previously operated Radio Wanita.
Media Prima has also extended its wing into the new media realm
with the launch of the online portal, gua.com.my on 11
September 2007. The online portal which name translates into ‘I’
or ‘cave’ in English, provides internet users with the latest scoop
on happenings in the entertainment world, both local and
international, and has achieved 1 million hits in its first month. Gua
gained entry into the Malaysia Book of Records for the country’s
first online drama series Kerana Karina which was produced in
partnership with Grand Brilliance Sdn. Bhd. On its three-month
anniversary, Gua placed itself as one of the country’s leading
online entertainment portal. The web drama recorded an
astounding 520,000 views since it first went online on 29
November 2007, surpassing the initial estimate of 10,000 views.
By year end, ‘Gua’ received 12 million page views. The Group has
also launched the country’s first third generation (3G) mobile
television service under the new media project which serves as a
channel for users to view programmes from television networks,
TV3, ntv7, 8TV and TV9 on their 3G-enabled mobile devices at
affordable rates. The incorporation of Catch-up TV, an online video
on demand service that allows the audience to watch episodes on
the TV networks’ online portals has been successful with over 41
million video views in December 2008.
Other cross media interests of Media Prima include content
creation (Primeworks Studios Sdn. Bhd.), outdoor advertising (Big
Tree Outdoor Sdn. Bhd., UPD Sdn. Bhd. and The Right Channel
Sdn. Bhd.) and events management (Big Events Sdn. Bhd.).
Media Prima is a complete media platform that offers unparalleled
and cost-efficient choice to advertisers who seek to target
different market segments.
Media Prima also has interests outside Malaysia and the 1997
venture in TV3 Ghana, which has since emerged as Ghana’s
preferred free-to-air TV network, has proven to be a strategic
expansion of its media assets. In 2008, Media Prima outlined its
regional expansion plans with the proposed establishment of the
MPB Strategic Media Fund Limited Partnership (“the Media
Fund”), a private equity fund to be set up for the purpose of
investing in media assets across South East Asia and other Asian
emerging markets. The Media Fund will be Media Prima’s vehicle
for its regional expansion plans in line with its strategy to grow and
diversify the Group’s earnings and enhance shareholders value.
As a potential seed asset for the Media Fund, MPB Primedia Inc.
was established, entering into a block airtime and consultancy
agreement with ABC Development Corporation (ABC), the owner
and operator of the ABC5 network which operates its television
network throughout the Philippines.
ABC5 then undertook a comprehensive re-launch and repositioning of the television network which included a name
change to TV5, a more powerful transmitter which extended the
range of the station and a completely revamped content schedule
to attract more viewers and advertising. The initial results have
been impressive with TV5’s ratings increasing from 1% prior to
launch to more than 7% in December 2008, making it the clear
Number 3 television network in the Philippines.
Media Prima also maintains a 43% equity interest in NSTP, one of
Malaysia’s largest publishing groups that publishes leading
newspaper titles including the New Straits Times, Berita Harian
and Harian Metro. The Group has made significant inroads in the
print media with Harian Metro being the country’s No.1 daily
newspaper in Malaysia.
corporate
information
8/9
AUDIT COMMITTEE MEMBERS
Dato’ Gumuri Bin Hussain*
Chairman
SOLICITORS
Members
Dato’ Abdul Mutalib Bin Datuk Seri
Mohamed Razak*
Tan Sri Lee Lam Thye*
Tan Sri Mohamed Jawhar*
COMPANY SECRETARIES
Roselinda Hashim (LS0008976)
Jessica Tan Say Choon
(MAICSA7057849)
REGISTERED OFFICE
BOARD OF DIRECTORS
Dato’ Abdul Mutalib Bin
Datuk Seri Mohamed Razak*
Chairman
Group Managing Director /
Chief Executive Officer
Dato’ Sri Ahmad Farid Bin Ridzuan
Dato’ Hj Kamarulzaman Bin Hj Zainal
Shahril Ridza Bin Ridzuan
Media Prima Berhad
Sri Pentas
No 3, Persiaran Bandar Utama
Selangor Darul Ehsan
Tel : 03 7726 6333
Fax : 03 7728 0787
REGISTRAR
Symphony Share Registrars Sdn. Bhd.
Level 26, Menara Multi Purpose
Capital Square
No 8, Jalan Munshi Abdullah
50100 Kuala Lumpur
Tel : 03 2721 2222
Fax : 03 2721 2530 / 31
M/s Arifin & Partners
Advocates & Solicitors
Unit A3-8, Block A
Megan Phileo Promenade
189, Jalan Tun Razak
50400 Kuala Lumpur
Tel : 03 2162 0499
Fax : 03 2162 0490
M/s Zaid Ibrahim & Co
Level 19, Menara Milenium
Pusat Bandar Damansara
50490 Kuala Lumpur
Tel : 03 2087 9999
Fax : 03 2094 4888
M/s TH Liew & Partners
Suite PH1, Penthouse Level
Wisma UOA Pantai
No 11, Jalan Pantai Jaya (Jalan 4/83A)
59200 Kuala Lumpur
Tel : 03 2241 9000
Fax : 03 2241 9001
M/s Mazlan & Associates
Level 3A Wisma E & C
2 Lorong Dungun Kiri
Damansara Heights
50490 Kuala Lumpur
Tel : 03 2715 8802
Fax : 03 2715 8801
Tan Sri Lee Lam Thye*
AUDITORS
BANKER
Tan Sri Mohamed Jawhar*
Dato’ Abdul Kadir Bin Mohd Deen*
Dato’ Gumuri Bin Hussain*
* Independent Non-Executive Director
PricewaterhouseCoopers
Level 10, 1 Sentral Jalan Travers
Kuala Lumpur Sentral
P. O. Box 10192
50706 Kuala Lumpur
Tel : 03 2173 1188
Fax : 03 2173 1288
Malayan Banking Berhad
No 2, Lorong Rahim Kajai 14
Taman Tun Dr Ismail
60000 Kuala Lumpur
Tel : 03 7727 9459
Fax : 03 7729 2770
corporate
information
SISTEM TELEVISYEN MALAYSIA
BERHAD
Dato’ Amrin Bin Awaluddin
MEDIA PRIMA BERHAD
Group Chief Executive Officer,
Television Networks and
Chief Executive Officer,
International Business/
Media Prima Berhad Strategic Media Fund/
Media Prima Berhad Asset
Management Company
Group Advisor / Chief Executive Officer, TV3
Group Director, News & Current Affairs,
Television Networks
Amil Izham Bin Hamzah
Group Chief Financial Officer
Badariah Binti Jalil
Group General Manager, Corporate Affairs
Zuraidah Binti Atan
Group Chief Technology Officer
Fazlin Abu Hassan Shaari
Group General Manager, Finance
Sere Mohammad Bin Mohd Kasim
Group General Manager, Corporate
Governance & Risk Management
Roselinda Hashim
Company Secretary /
Group General Manager,
Legal & Secretarial
Laili Hanim Binti Mahmood
Regulatory Affairs
Television Networks
Eliza Binti Mohamed
General Manager, Communications
Shareen Ooi Bee Hong
Group General Manager, Client Services
Television Networks
Tuan Hj Zulkifli Bin Hj Mohd Salleh
Business Development
Television Networks
Navonil Roy
General Manager, Business Development
Tan Kwong Meng
Group General Manager, Engineering
Television Networks
Abdul Rashid Bin Malik Khushi Muhammad
Airtime Management Group
Television Networks
Mohamad Azri Bin Abdul
General Manager, Client Services
Television Networks
Nor Arzlin Binti Redzwan
General Manager,
Human Resources Management
Television Networks
Cheah Cheng Imm
General Manager,
Acquisition & Content Management
Television Networks
Marzina Binti Ahmad
General Manager, Research
Television Networks
Nyarose Binti Mohd Jaafar
Manager, Management Services
Television Networks
Nurul Aini Hj Abu Bakar
General Manager,
Brand Management Group
Shaharudin Bin Abd Latif
General Manager
News & Current Affairs
Wee Your Lee
General Manager, News Gathering
News & Current Affairs
Sherina Mohamad Nordin
General Manager, Mass Market
Brand Management Group
Badariah Binti Jalil
General Manager,
Corporate Communications
NATSEVEN TV SDN. BHD.
Suridah Jalaluddin
Nur Airin Zainul
General Manager, ntv7
Mohsin Bin Abdullah
Editor-in-Chief, News
Sofwan Bin Mahmood
Deputy Editor-in-Chief, News
METROPOLITAN TV SDN. BHD.
Ahmad Izham Bin Omar
Lam Swee Kim
General Manager, 8TV
Sofwan Bin Mahmood
Executive News Editor
10/11
CH-9 MEDIA SDN. BHD.
Bukhari Bin Che Muda
Chief Operating Officer
Noor Amy Ismail
Head, Brand Management
Peter Chin
Group Creative Director &
General Manager, Creative Services
Mohd Lokman Hamidi
Deputy Editor-In-Chief, News
Tengku Iesta Tengku Alaudin
General Manager, Studio Business &
Corporate Affairs
MEDIA PRIMA BERHAD
INTERNATIONAL BUSINESS
Mas Ayu Ali
General Manager, Chinese Entertainment
Dato’ Sri Ahmad Farid Ridzuan
International Business
Hemanathan Paul
Manager, Malay / English Entertainment
Shariman Zainal Abidin
Consultant, TV Networks Operations
Dr. Ahmad Zaki Mohd Salleh
Consultant Engineering
Fadzliniza Zakaria
Kamarul Zamli Ramly
ALT MEDIA SDN. BHD.
Ahmad Izham Omar
Mohd Zulkifli Bin Abd Jalil
General Manager, Content,
Brand & Marketing
Paul Moss
General Manager, Platforms,
Technology & New Business
Alfred Juan Anthony
Manager, Online Sales
Sunil Kumar
PRIMEWORKS STUDIOS SDN. BHD.
BIG TREE OUTDOOR SDN. BHD.
Farisha Pawanteh
SYNCHROSOUND STUDIO SDN. BHD. /
MAX-AIRPLAY SDN. BHD.
Mohammad Azlan Bin Abdullah
Azhar Borhan
General Manager
Content & Industry Development
Ahmad Izham Bin Omar
Head, Radio Networks
BIG EVENTS SDN. BHD.
Seelan Paul
General Manager, Radio Networks
Kenneth Teo
General Manager, Big Events
Zurina Binti Othman
General Manager, Brand & Promotions
TV3 NETWORKS LIMITED
Anida Mohd Tahrim
Programme Manager
Syed Zaidi Bin Syed Ahmad Akil
Mohd Akhmal Bin Andak
Network Engineering Manager
Suhaimi Bin Sheikh Muhamad
Lennon Lim Yen Leong
General Manager, Sports
Ahmad Kamaludin Zaba’ai
General Manager, Malay/English
Magazine, Documentary
Ahmad Puad Onah
General Manager
Movies / Drama
corporate
structure
International
Division
MPB Primedia Inc.
TV3 Network Limited
(TV3 Ghana)
MPB Primedia Inc.
90%
70%
New Media
Alt Media Sdn. Bhd.
100%
Outdoor
Big Tree Outdoor
Sdn. Bhd.
UPD Sdn. Bhd.
100%
100%
The Right Channel
Sdn. Bhd.
100%
Radio
Max-Airplay
Sdn. Bhd.
Synchrosound Studio
Sdn. Bhd.
75%
Radio Wanita
Sdn. Bhd.
100%
80%
Print
The New Straits Times Press
(Malaysia) Berhad (NSTP)
43.29%
Events
Management
Big Events Sdn. Bhd.
100%
Content
Creation
Primeworks Studios Sdn. Bhd.
100%
Television
Broadcasting
Sistem Televisyen
Malaysia Berhad
Media Prima
100%
Metropolitan TV
Sdn. Bhd.
100%
CH-9 Media
Sdn. Bhd.
Natseven TV
Sdn. Bhd.
100%
100%
12/13
organisational
structure
TELEVISION NETWORKS
Group Chief Executive Officer
Dato’ Sri Ahmad
Farid Ridzuan
INTERNATIONAL
International Business
Dato’ Sri Ahmad
Farid Ridzuan
CONTENT CREATION
EVENTS
NEW MEDIA
TV3
TV3 GHANA
Managing Director
Syed Ahmad Zaidi
Suhaimi Sheikh Mohamed
PRIMEWORKS STUDIOS
Farisha Pawan Teh
General Manager
Kenneth Teo
ALT MEDIA
Ahmad Izham Omar
Director, NCA,
TELEVISION NETWORKS
Dato’ Hj Kamarulzaman
Bin Hj Zainal
ntv7
Suridah Jalaluddin
8TV
Ahmad Izham Omar
TV9
Bukhari Che Muda
PRIMEDIA INC.
14/15
BOARD OF DIRECTORS
Dato’ Abdul Mutalib Bin Datuk Seri Mohamed Razak
CHAIRMAN
GMD’s OFFICE
GROUP MD/CEO
Advisor, MPB
Dato’ Amrin Awaluddin
Abdul Rahman
Bin Ahmad
MPB CORP GOVERNANCE
& RISK MANAGEMENT
Group General Manager
Sere Mohammad Mohd Kasim
OUTDOOR
PRINT
RADIO NETWORKS
MPB
Group Chief
Financial Officer
Amil Izham Hamzah
Corporate Affairs
Badariah Jalil
BIG TREE
Mohammad Azlan Abdullah
NSTP
Dato’ Anthony @
Firdauz Bujang
Head of Radio Networks
Ahmad Izham Omar
MPB
Finance
Fazlin Abu Hassan Shaari
Communications
General Manager
Eliza Mohamed
Hot FM / Fly FM
General Manager,
Radio Networks
Seelan Paul
MPB
Legal & Secretarial
Roselinda Hashim
Group Chief
Technology Officer
Zuraidah Atan
Corporate Finance
Manager
Tengku Adrinna Shahaz
redefining entertainment
At home, in cyberspace, on the road or in your
pocket – entertainment has taken on a new
meaning when you can access our content
anywhere, anytime and with anyone.
board of
directors’ profile
Dato’ Abdul Mutalib Bin Datuk Seri Mohamed Razak, aged 66, a Malaysian, is the Chairman of Media Prima Berhad (Media
Prima). An Independent Non-Executive Director, he joined the Board of Media Prima on 5 December 2003 and was appointed
Non-Executive Chairman of Media Prima on 14 March 2005. He is also a member of the Audit Committee, Nomination
Committee and Remuneration Committee of Media Prima.
Dato’ Abdul Mutalib currently sits on the Board of Mardec Berhad, The New Straits Times Press (Malaysia) Berhad and Sistem
Televisyen Malaysia Berhad, of which he is the Chairman. He is also Chairman of Metropolitan TV Sdn. Bhd., Natseven TV Sdn.
Bhd., Ch-9 Media Sdn. Bhd., Max-Airplay Sdn. Bhd., Synchrosound Studio Sdn. Bhd., Primeworks Studios Sdn. Bhd.
(Formerly known as Grand Brilliance Sdn. Bhd.) and Big Tree Outdoor Sdn. Bhd.
Dato’ Abdul Mutalib was the Secretary/Legal Advisor to the Urban Development Authority from 1972 to 1975. He then went into
private practice under the name Messrs Mutalib, Sundra & Low, later renamed Mutalib, Wan & Co, of which he is currently the
Senior Partner. In 1984, Dato’ Abdul Mutalib was appointed Trustee Director of Yayasan Pembangunan Ekonomi Islam Malaysia
(YPEIM), a post he held until 1988. He was also the Company Secretary of Yayasan Bumiputra Pulau Pinang Berhad from 1980
to 1990 and Deputy Chairman of Setron (M) Berhad from 1987 to 1990. He is one of the Presidents of the Tribunal for Consumer
Claims and sits on the Board of various private companies.
He obtained a Bachelor of Arts (Hons) degree in Political Science from the University of Singapore in 1967 and was called to the
Bar at The Honorable Society of Lincoln’s Inn, London, in 1970. Dato’ Mutalib was admitted as an Advocate & Solicitor for the
States of Malaya in May 1971.
Other than as disclosed, he does not have any family relationship with any Directors and/or major shareholders of Media Prima.
He has no personal interest in any business arrangements involving Media Prima. He has had no convictions for any offences
within the past ten years.
18/19
Abdul Rahman Bin Ahmad, aged 40, a Malaysian, is the Group Managing Director/Chief Executive Officer of Media Prima
Berhad (Media Prima). He was appointed to the Board of Media Prima on 22 October 2001.
Before his appointment as the Group Managing Director/Chief Executive Officer of Media Prima on 1 September 2003, he was
the Chief Executive Officer of Malaysian Resources Corporation Berhad (MRCB), a position he took up in August 2001. He
currently sits on the Board of MRCB, The New Straits Times Press (Malaysia) Berhad, Sistem Televisyen Malaysia Berhad (TV3),
Natseven TV Sdn. Bhd., Metropolitan TV Sdn. Bhd., Ch-9 Media Sdn. Bhd., Max-Airplay Sdn. Bhd., Synchrosound Studio Sdn.
Bhd., Big Tree Outdoor Sdn. Bhd., Composite Technology Research Malaysia Sdn. Bhd. and several private limited companies.
He is also Chairman of The Talent Unit Sdn. Bhd. and Alternate Records Sdn. Bhd. He is also the Executive Director of TV3.
Abdul Rahman was an Assistant Manager at Arthur Andersen, London, from 1992 to 1996, after which he held the position of
Special Assistant to the Executive Chairman of Trenergy (M) Berhad/Turnaround Managers Inc (M) Sdn. Bhd. until 1999. He
subsequently joined Pengurusan Danaharta Nasional Berhad as a Unit Head from 1999 to 2000 and went on to become an
Executive Director of SSR Associates Sdn. Bhd. until August 2001.
He holds a Master of Arts from Cambridge University, England, and is a member of the Institute of Chartered Accountants,
England & Wales.
board of
Shahril Ridza Bin Ridzuan aged 39, a Malaysian, is a Non-Independent Non-Executive Director of Media Prima Berhad (Media
Prima). He was appointed to the Board of Media Prima on 22 October 2001.
Shahril Ridza currently sits on the Board of Malaysian Resources Corporation Berhad, where he is also the Group Managing
Director, Pengurusan Danaharta Nasional Berhad, The New Straits Times Press (Malaysia) Berhad and Big Tree Outdoor Sdn.
Bhd. He is also a member of the Remuneration Committee of Media Prima.
Shahril Ridza was a Legal Assistant at Zain & Co from 1994 to 1996. He then took up the position of Special Assistant to the
Executive Chairman of Trenergy (M) Berhad/Turnaround Managers Inc (M) Sdn. Bhd. from 1997 to 1998. He subsequently
joined Pengurusan Danaharta Nasional Berhad, where he served until 1999, when he became an Executive Director at SSR
Associates Sdn. Bhd. until August 2001.
He holds a Bachelor of Civil Law (1st Class) from Oxford University, England, a Master of Arts (1st Class) from Cambridge
University, England, and was called to the Malaysian Bar and the Bar of England & Wales.
20/21
Tan Sri Lee Lam Thye, aged 63, a Malaysian, is an Independent Non-Executive Director of Media Prima Berhad (Media Prima).
He was appointed to the Board of Media Prima on 18 August 2003, and is the Chairman of the Nomination Committee as well
as a member of the Audit Committee and Remuneration Committee of Media Prima.
Before retiring from politics in 1990, Tan Sri Lee served as the State Legislative Assemblyman for Bukit Nenas, Selangor, from
1969 to 1974 and from 1974 to 1990 as the Member of Parliament for Kuala Lumpur Bandar/Bukit Bintang.
He currently serves as the Chairman of the National Institute of Occupational Safety & Health under the Ministry of Human
Resources. He is also the Chairman of the SP Setia Foundation and Vice-Chairman of the Malaysia Crime Prevention
Foundation. He had previously served as a Member of the Special Royal Commission to enhance the operations and
management of the Royal Malaysian Police as well as Chairman of the National Service Training Council. He was also a former
Member of the Malaysian Human Rights Commission.
In the private sector, Tan Sri Lee serves as a non-executive director to a few companies, namely AMDB Berhad, MBM
Resources Berhad, SP Setia Berhad and Metropolitan TV Sdn. Bhd.
Tan Sri Lee completed his secondary education at Saint Michael’s Institution, Ipoh, Perak, and obtained his Senior Cambridge
Certificate in 1965.
Tan Sri Lee Lam Thye
board of
Dato’ Sri Ahmad Farid Bin Ridzuan, aged 48, a Malaysian, is the Group Chief Executive Officer, Television Networks of Media
Prima Berhad (Media Prima) and Chief Executive Officer, International Business/Chief Executive Officer, Media Prima Berhad
Strategic Media Fund/Media Prima Berhad Asset Management Company. He was appointed to the Board of Media Prima on 30
August 2006.
Before his appointment as the Group Chief Executive Officer, Television Networks of Media Prima on 1 January 2006, he was
the Chief Executive Officer of Sistem Televisyen Malaysia Berhad (TV3), a position he took up in April 2002. He currently sits on
the Board of TV3, Natseven TV Sdn. Bhd., Metropolitan TV Sdn. Bhd., Ch-9 Media Sdn. Bhd., Synchrosound Studio Sdn.
Bhd., Max-Airplay Sdn. Bhd., Primeworks Studios Sdn. Bhd. (Formerly known as Grand Brilliance Sdn. Bhd.), Big Events Sdn.
Bhd. and several private limited companies.
Dato’ Sri Farid was an Executive Director at Leo Burnett Advertising from 1998 to 2002. He has fifteen years of line and staff
experience specialising in general management, strategic marketing, regional and international business development and
corporate communications.
He holds a MBA in International Business from US International University, San Diego, California; and BBA Marketing (Major) and
BBA Management (Minor) from Western Michigan University, Kalamazoo, Michigan, USA.
22/23
Dato’ Hj Kamarulzaman Bin Hj Zainal, aged 52, a Malaysian, is the Group Director, News & Current Affairs, Television Networks
of Media Prima Berhad (Media Prima). He was appointed to the Board of Media Prima on 30 August 2006.
Before his appointment as the Group Director, News & Current Affairs, Television Networks of Media Prima on
1 January 2006, he was the Director, News & Current Affairs division of Sistem Televisyen Malaysia Berhad (TV3),
a position he took up in October 2003. He currently sits on the Board of TV3 and JAKS Resources Berhad.
Dato’ Hj Kamarulzaman was the Executive Secretary, Malaysian Students Union in United Kingdom and Eire from 1979 to 1981,
after which he held the position of Press Secretary to the Foreign Minister until 1998. Later he was appointed as the Press
Secretary to the Deputy Prime Minister from 1999 to 2003.
He holds a Diploma in Mass Communications and Journalism from the London School of Journalism.
board of
Tan Sri Mohamed Jawhar, aged 65, a Malaysian, is an Independent Non-Executive Director of Media Prima Berhad (Media
Prima). He was appointed to the Board of Media Prima on 30 August 2006. He is also a member of the Audit Committee and
the Nomination Committee of Media Prima.
Tan Sri Mohamed Jawhar is currently the Chairman of The New Straits Times Press (Malaysia) Berhad. He also sits on the Board
of Affin Islamic Bank Berhad.
Tan Sri Mohamed Jawhar served with the government before he joined the Institute of Strategic and International Studies (ISIS)
Malaysia. He is currently the Chairman and CEO of ISIS Malaysia. He is also presently Member, Economic Council; Member,
National Unity Advisory Panel, Malaysia; Co-Chair, Network of East Asia Think-tanks (NEAT) 2005-2006; Chairman, Malaysian
National Committee, Pacific Economic Cooperation Council (PECC); Co-Chair, Council for Security Cooperation in the Asia
Pacific (CSCAP) for a period of two years; Expert and Eminent Person ASEAN Regional Forum (ARF) Register; Member of the
Board of Directors, International Institute of Advanced Islamic Studies; and Distinguished Fellow, Institute of Diplomacy and
Foreign Relations, Ministry of Foreign Affairs, Malaysia.
His positions in government included Director-General, Department of National Unity; Under-Secretary, Ministry of Home Affairs;
Director (Analysis) Research Division, Prime Minister’s Department; and Principal Assistant Secretary, National Security Council.
He also served as Counsellor in the Malaysian Embassies in Indonesia and Thailand.
He holds a BA Hons, University of Malaya.
24/25
Dato’ Abdul Kadir Bin Mohd Deen
Dato’ Abdul Kadir Bin Mohd Deen, aged 65, a Malaysian, is an Independent Non-Executive Director of Media Prima Berhad
(Media Prima). He was appointed to the Board of Media Prima on 29 May 2007. He is also the Chairman of the Remuneration
Committee and a member of the Nomination Committee of Media Prima.
Dato’ Abdul Kadir currently sits on the board of Halim Mazmin Berhad, Sistem Televisyen Malaysia Berhad, Natseven TV Sdn.
Bhd. and presently is the Chairman of MIT Insurance Brokers Sdn. Bhd., Eco Motive Sdn. Bhd., Big Events Sdn. Bhd. and Alt
Media Sdn. Bhd.
Dato’ Abdul Kadir was with the Ministry of Foreign Affairs, for over 33 years and served in various overseas postings, including
Second Secretary at the Embassy of Malaysia in Manila, Philippines, 1973-1976; and First Secretary at the Embassy of
Malaysia, Kuwait, 1977-1979. He also served as the Minister Counselor Deputy Permanent Representative, Malaysian
Permanent Mission to the United Nations, New York, 1984-1988. He was subsequently assigned as Deputy Chief of Mission,
Embassy of Malaysia, Beijing, and People’s Republic of China in March 1988 to December 1989. In October 1990 he was
reassigned as Minister, Deputy Chief of Mission, Embassy of Malaysia, Tokyo, Japan and thereafter in July 1992 he was
appointed High Commissioner of Malaysia to Sri Lanka until December 1996. From January 1997 to February 1999 he was
High Commissioner of Malaysia to South Africa. He was reassigned as Ambassador of Malaysia to the Federal Republic of
Germany; concurrently accredited to Switzerland and Greece from 1999 to 2003, before his retirement from the Malaysian
Diplomatic Service.
He holds a B.A. (Hons) from University of Lancaster, United Kingdom.
board of
YBHG Dato’ Gumuri Bin Hussain
Dato’ Gumuri Bin Hussain, aged 62, a Malaysian, is an Independent Non-Executive Director of Media Prima Berhad (Media
Prima). He was appointed to the Board of Media Prima on 29 April 2008. He is also the Chairman of the Audit Committee of
Media Prima.
Dato’ Gumuri is currently the Chairman of SME Bank and a member of the Securities Commission. He sits on the Board of
Kurnia Setia Berhad and Metrod (Malaysia) Berhad.
Dato’ Gumuri was the Managing Director and Chief Executive Officer of Penerbangan Malaysia Berhad from August 2002 to
August 2004. Prior to this, he was a Senior Partner and Deputy Chairman of Governance Board of PricewaterhouseCoopers
Malaysia. He has also served as a Non-Executive Director of Bank Industri & Teknologi Malaysia Berhad, Malaysia Airline System
Berhad and Sabah Bank Berhad.
Dato’ Gumuri is a Fellow of the Institute of Chartered Accountants in England and Wales (ICAEW), a member of the Malaysian
Institute of Accountants (MIA) and the Malaysian Institute of Certified Public Accountants (MICPA).
He does not have any family relationship with any Directors and/or major shareholders of Media Prima. He has no personal interest
in any business arrangements involving Media Prima. He has had no convictions for any offences within the past ten years.
senior
management
26/27
Managing Media Prima has been a privilege and a whirlwind, exhilarating experience. However after eight intensely challenging years,
there have been times, during moments of solitude and reflection that I have been dreaming of letting go and going away on a long and
unforgettable trip of a lifetime.
People say the mark of a true leader is one who not only knows when is the right time to leave but also who leaves an organization
capable of performing better without him or her.
So my dream of letting go begins with knowing when that time comes, Media Prima will be in a strong position, and proudly seeing it led
by long nurtured new leaders capable of taking the organization to heights beyond my own reach.
Free with that knowledge, I plan to start my journey in the US – I always dreamt of going on a long unstructured road trip across the
country with the loved one, driving through the beautiful states of New England, staying in small, rustic hotels with maybe a detour to the
wonder of Niagara Falls before heading to the Midwest. Then spending time maybe on the south coast of Florida before ending the trip
on the west coast, driving on the long winding roads next to the California beach and just moving from one scenic town after another.
Thereafter flying to UK back to the place where I literally grew up, where I learned about real life, re-visiting the places where I wish I had
time (and money) to visit but never did, spending time doing nothing and yet means everything from watching the Ashes at Lords, Man Utd beating Liverpool and winning the league at the
Theatre of Dreams and driving through the beautiful valleys of Wales and the high
mountains of Scotland.
Then returning back to spend months with my wonderful kids and family, bringing them to
all the beautiful beach resorts of Malaysia, Maldives and Mauritius – watching them having
the time of their life, without a care in the world. And each evening, after a great day at the
beach, eating the freshest of seafood, I will lie next to them under the brilliant stars, listening
to their dreams and dreaming that I will live long enough to see their dreams come true.
A perfect ending to a perfect time out.
Group Managing Director / Chief Executive Officer,
Media Prima Berhad
senior
management
“Glory glory Man United, Glory glory Man United, Glory glory Man United, As the Reds go marching on on on!”
The smell of freshly cut grass; the brand new kits; and the thunderous roar of tens of thousands of
supporters resonating through Old Trafford as the devils take their place on the field on match day it all adds up to the overall atmosphere in the stadium, heightening the senses and providing a
rush of adrenaline to all who are part of the Manchester United experience.
As a football club, Manchester United is second to none as they continue to excel and strive
in being the leading footballing force globally. The passion and the dedication that goes into
managing the club has made it into one of the most renown brands in the world today.
Similarly, the management style in TV3 and in Media Prima exudes the same passion and
dedication that has seen the Group grow into the strong and dominant brand it is today.
My dream is simple really. I would like to be the owner of Manchester United football club. I
want to be a part of the excitement and the glory that are synonymous with one of the most
successful football clubs in the world. Watching the team grow and win competitions has
been a dream come true; to be a part of the force behind its success would be surreal.
As my friends will attest, my passion for Manchester United is very much a part
of who I am. After all, football to me is the epitome of life, and what better way
to pursue life than by doing something that I dearly enjoy.
But alas, it will remain a dream. Nevertheless, I can still emulate the club’s
success here at Media Prima. By bringing out the best of the people here
the same way Sir Alex Ferguson gets the best out of his players; by
instilling a winning mentality; and by creating a conducive environment
for our people to excel and grow, the same way Manchester United
has nurtured and inspired young hopefuls to become footballing
greats. Now that is no dream - it is something we can all achieve
together.
Group Chief Executive Officer
~ Television Networks, Media Prima Berhad
~ International Business
~ Media Prima Berhad Strategic Media Fund
~ Media Prima Berhad Asset Management Company
28/29
As we approach a decade into the new millennium, our lives become cluttered and duty-packed. Whether it is personal or
business, the responsibilities we shoulder continue to grow and time becomes a precious commodity.
When we get so caught up with our daily commitments, we lose track with the wonderful
yet simple things in life; they slide by like sand through our fingers.
My dream this year is to spend more quality time personally and with my family.
I believe by spending quality time with one’s self and one’s family can truly
contribute to a better world – family is the nucleus and pillar of society!
I will be there for my family more often, and watch their smiles and laughter as
they go through everyday life. What we do, where we go or how we spend our
time together, is not important. It could be taking up a new hobby together,
catching up with our favorite past times or even embarking on a spiritual journey as
a family. The take here is to spend quality time and cherishing every moment together.
“To put the world right in order, we must first put the nation in order; to put
the nation in order, we must first put the family in order; to put the
family in order, we must first cultivate our personal life - we must
first set our hearts right.”…Confucius
Dato’ Amrin Hj Awaluddin
Group Advisor, Media Prima Berhad
Chief Executive Officer, TV3
senior
management
I’m a simple person in nature but I believe in dreaming BIG. I still remember making a promise to myself, the one thing that I will
never let go in my journey to adulthood is the ability to dream. My dreams have brought me a long way through the winding
road to greater success. Many times, I’ve faltered but when I held on to my dreams, I kept on striving. To me, the key to
achieving success is knowing what I want and constantly aiming higher to achieve them.
Undoubtedly at News and Current Affairs, we are always on the move to capture and deliver breaking news. No matter how
challenging work can be, I truly believe in being true to oneself and working together as one big family. With love, compassion
and wisdom, minus the negativity I must say, we can always bring out the best in each other.
Till today, as cliché as it may seem, I am still holding on to my dream of
world peace. Never be afraid to dream and it’s the little things that we do
that make a huge difference. Hey, after all, I’m a great believer of the
quote. “Whatever the mind of man can conceive and believe, it can
achieve.” W. Clement Stone.
Group Director, News & Current Affairs,
Television Networks, Media Prima Berhad
30/31
“It was a hot and steamy Tuesday afternoon, typical of the intense late August sun which
continued to bake the wickets of Kinrara Oval. Uncomfortable it may be such stifling heat
for us Malaysians, the condition must be doubly so for the
Australians, though it was nowhere near enough to stop the
Aussies from handing the Malaysians a harsh introduction to
Test Cricket.
I was at the Members’ Pavillion, sipping heavily diluted Coca-Cola with
many of my good mates. There were plenty of back-slapping, congratulatory
hugs and high-fives as we basked in the “glory” of a 9-wicket trashing Malaysia
had just received in the hands of the mighty Aussies. Tears of joy were shed
and shared among friends and strangers, and congratulatory messages
being recorded for Media Prima’s Sports Channel, the messages no doubt
dedicated to our young team and their much-vaunted coach, Steve
Waugh, himself a former Australian captain.
Love, indeed, was all around…
To the non-enthusiasts, there was a great sense of
irony, or even a hint of puzzlement, that such heavy
defeat was being celebrated and heaped praised
on.
To us purists, it was simple pride barracking for one’s
country which was just admitted as only the 11th and latest member of the
elite Test playing cricketing nations. Playing against the current world
champions on our maiden Test, even after the walloping meted on us after
just 4 days of play, was unadulterated happiness. We literally salivated with
the prospects of locking horns with the likes of South Africa, Pakistan and
England in the upcoming Tests…”
That is one of my dreams; to witness Malaysians compete at the highest level
that is Test Cricket. I have always admired the qualities of successful Test
cricketers, especially their mental and physical toughness, abilities which do not
solely result from their innate talent, but more so abilities developed from the
constant grinding of countless of hours of deliberate practice. And one cannot
cultivate such abilities without strong self-discipline and passion to succeed. If
we can develop these attributes in our athletes, we can then say that we do
have what it takes to compete with the world’s elite.
It would be a realisation of one of my dreams. Well, “almost”…
I said “almost” because in my wildest of dreams, I was THE all-rounder who, in
his Test debut, snatched five Aussie wickets (no less than both openers and
their middle order) and grabbed an unbeaten century, scoring the winning run
by effortlessly pulling the Aussie fast bowler for six - the ball sailing well over
the stands…and right onto the busy drive-home-traffic dual-carriage
way that runs next to Kinrara.
Oppss…
Amil Izham Hamzah
Group Chief Financial Officer,
Media Prima Berhad
senior
management
“What I would give to just be able to play the piano under the magical skies of the aurora borealis.”
Ah…the magical northern lights. The amazing night sky spectacle that has ignited centuries of imagination. The most majestic of all
nature’s beauty living in the heavens far above us yet still manages to inspire the deepest emotions within us. A tiny cosmic
occurrence from just a flick of God’s finger, teasing us to the secret wonders of the universe that we will never know.
I have trudged down many places. I have been fortunate enough to have seen many different cultures, different people, different
things. I have seen many proud monuments, explored numerous back alleys, walked alone aimlessly in many strange and lonely
cities. Yet I know nothing would beat the experience of seeing the aurora borealis right before me in all its cosmic colour.
Ah…the wondrous secrets of music. With just twelve notes, this art never seems to find an end, constantly forging new ways of
expression and continually discovering new secrets and new variations to the same twelve notes that always seem to unearth a
unique and exciting new sound.
I have been exploring music all my life. I have been fortunate enough to have been able to study it, experiencing moments of
epiphany, spikes of joy and the quiet brooding darkness as the music takes control and directs the mood of whoever falls under its
magical spell. Yet I know nothing would beat the thorough exploration of the musical art form, dissecting the beauty of the old jazz
masters Bill Evans and Oscar Peterson, the wondrous musical arrangements of Nelson Riddle and Peter Matz and the cacophony
of new sounds from Radiohead and Coldplay.
To enjoy both experiences at the same time, exploring the many hidden beauties of
music while under the awe-inspiring aurora borealis, would light up all the senses
in ways I wouldn’t dare to imagine.
Ahmad Izham Omar
Chief Executive Officer, 8TV
Head of Radio Networks
Chief Executive Officer, Alt Media
32/33
Everyone is always looking forward to the dawn of a new year. The atmosphere is filled with high spirits and people brimming
with positive energy. This positivity always excites me as it touches people’s lives spontaneously.
The dawn of a new year also brings about new challenges and likewise new resolutions. Resolutions are important as they
provide a key to tackle the unknown challenges around the corner and ultimately create a better future. My New Year’s
resolution is to be more energetic, engaging, and efficient on both a personal level and on a business level as NSTP continues
to improve and grow as a company.
As a company, NSTP will engage more with all parties to become more effective in tackling all challenges, issues, and obstacles
that the company will face. As an individual, I will try to add more value in everything I do and in dealings with my family, and my
business partners. in hope that my positive energy will continue to flow to everyone and create a brighter future for all.
Therefore, my dream this year is to fulfill my New Year’s resolution and continue to enhance myself. As the year unfolds itself, I
will do my very best to maintain the positive energy and touch the lives of those I encounter by staying true to my dream. As
Kahlil Gibran once said, “Trust the dreams for hidden in them is the gate to eternity.”
Dato’ Anthony @ Firdauz Bin Bujang
The New Straits Times Press (Malaysia) Berhad
senior
management
It is our hope that TV9 will solidify its position as Malaysia’s number 2 television station by providing ever more interesting
programs like the ones lined up for the rest of the year.
TV9 was launched without a hitch and had quickly conquered the hearts of its viewers with its tagline ‘DEKAT DI HATI’ (Close to
the heart). Constantly updating and consistently creative, we are always innovative in bringing forward relaxed, entertaining
whilst sustaining the positive values TV9 was built upon. We hope the year 2009 will bring TV9 closer to its target audiences.
Bukhari Che Muda
Chief Operating Officer, TV9
34/35
I envy Steve Williams. He has the best job in the world. Not only does he get to attend all of the major golf tournaments around
the world, he also gets to be alongside top golfers in the world and be a part of their success. Currently, Williams is sharing
some limelight with world no. 1 golfer, Mr. Tiger Woods himself.
But Steve Williams is not a superstar golfer nor is he a golfing prodigy. He is Tiger Woods’ caddy.
That’s why I dream of becoming Tiger Wood’s caddy. To be able to guide Tiger Woods through the fairway while he plays the
numerous prestigious tournaments and possibly obtaining a Grand Slam would be my ultimate dream. Imagine being next to
Tiger Woods at the US Open and having this conversation with him:
“I think the 9 iron would be more appropriate for this shot considering the location and the conditions of the fairway. What do
you think Tiger?”
“I agree Hisham. I think the 9 iron is suitable for this shot. Now let’s see that 9.”
Or perhaps having this conversation with Tiger Woods during the PGA Tour:
“So Hisham, do you think I should wedge it or drive it?”
“I believe you should wedge it. You have greater chances of getting better
handicap.”
But, the best part about being Tiger Woods’ caddy is knowing that your
opinions and thoughts are being considered by Tiger Woods himself,
besides learning from the world’s no. 1.
So what if I have to carry his golf bag around the golf
course. At least I get a first class ticket to watch
Tiger Woods play in golf tournies.
Dato’ Hishamuddin Aun
Group Editor in Chief,
(Malaysia) Berhad
senior
management
The Year of Transition – Overcoming Change
“Leap and the net will appear” …. These are the words of many a wise zen master and speaks of the challenges that I will face
in 2009….
Very often when one meets the job they love, it’s possible to believe that the job will be a “forever-after” thing. And now, having
made the decision to discover the world of television, I look forward to navigating through the wonders of Transition - for myself,
the team that I leave and the one that I join.
During the transition process the significant challenges are how to be an effective Mentor, which involves both an “acceptance”
of a change of mindset, as well as the flexibility and willingness to take on change. The most critical issue is managing
uncertainty: what people fear or perceive they are losing, the sometimes confusing time between the old and the new, and to
reach for new beginnings. To keep the team energized and to continue building up an effective Talent Management System is a
key priority for the longevity of the business.
While I gently loosen the reins from the company I grew up with, I step into new uncharted
terrain at ntv7. I have to ensure the ship stays its course whilst gently infusing my
entrepreneurial skills, wisdom and energy to ensure its sustained growth and
stability. A key goal is to participate in building a team that is not just Good, but
Great.
As for my personal dreams for 2009, my big dream is to successfully manage
my own personal transitions. With children growing up and leaving the nest,
it is time to take the leap to discover the world for myself: to travel to exotic
lands, to infuse my life with extraordinary experiences that will enrich my
mind and soul, and to find new passions that will bring joy and a complete
balanced lifestyle.
Suridah Jalaluddin
Chief Executive Officer, ntv7
36/37
I am fascinated by anything that moves, as it requires skill and a certain degree of calculated risk.
I have always been driven to get ahead and to move forward in life. My enthusiasm to move forward in life is analogous to
driving a fast car. I am simply attracted to the speed and momentum and the sense of freedom that is associated to fast cars. It
is about looking ahead and anticipating the next curve.
My need for speed is also reflective in my leadership style, which is one of incisiveness, grit, determination and finely honed
instincts.
Courage and determination define and shape me. Courage is about being in control of fear and determination takes you far.
Courage and determination requires a great deal of patience, and these, I believe, are my greatest challenge. But the journey, on
the fast lane, continues in high gear.
Mohammad Azlan Abdullah
Chief Executive Officer, Big Tree Outdoor Sdn. Bhd.
hitting a moving target
Different languages, food, beliefs and even
taste in music – this is what makes
Malaysians so special, yet at times so difficult
to reach out to with a single format. But our
range of entertainment channels has
something for everyone.
statement on
corporate governance
The Board of Directors (Board) of Media Prima Berhad (MPB) is committed towards achieving excellence in corporate
governance and acknowledges that the prime responsibility for good corporate governance lies with the Board. The
Board is fully committed to ensuring that the highest standards of corporate governance are practised throughout MPB
and its subsidiaries (the Group) as a fundamental part of discharging its responsibilities to create, protect and enhance
shareholders’ value and the performance of the Group.
The Malaysian Code on Corporate Governance (the Code) aims to set out principles and best practices on structures
and processes that companies may use in their operations towards achieving the optimal governance framework. The
Code was revised in October 2007 to further strengthen Malaysia’s corporate governance framework, aligning it
with globally accepted best practices. It contains key amendments aimed at strengthening the roles and responsibilities
of Boards of Directors and Audit Committee and ensuring they discharge their duties effectively. The Board reaffirms its
supports to the Code and believes that good corporate governance is fundamental in achieving the Group’s objectives. In
order to ensure that the best interests of shareholders and other stakeholders are effectively served, the Board will
continue to play an active role in improving governance practices and monitors the development in corporate governance
including the revised Code.
The commitment and efforts of the Board of Directors, management and employees of MPB in sustaining high standards
of corporate governance and investor relations is proven by the following accolades received in 2008:
•
Corporate Governance Survey 2008 [a joint survey
by Minority Shareholders Watchdog Group (MSWG)
and the Nottingham University Business School
(NUBS), Malaysia Campus]
Ranked 7th place out of 960 public listed companies in
2008 for the best Corporate Governance Company
Award. In 2007, MPB was also ranked 7th place.
•
BrandLaureate Award 2007-2008 by Asia Pacific
Brands Foundation.
Corporate Branding
Best Brands in Electronic Media
•
Malaysia’s Most Valuable Brand (MMVB) Award in 2008
TV3 was ranked at 15th place.
• Finance Asia’s 2008 Poll – Asia’s Best Managed
Companies (Malaysia)
- Best Managed Company in Mid-Cap Category 2007
- 7th place in Best Investor Relations Category
- 8th place in Corporate Governance
The Board of MPB is pleased to report to the shareholders, the Group’s application of the Principles as set out in Part 1
of the Code and the extent to which the Group has complied with the Best Practices of the Code during the financial
year ended 31 December 2008.
1
The Board of Directors
The Group is led and controlled by an effective Board. All Board members carry an independent judgement to bear
on issues of strategy, performance, resources and standards of conduct. The Board knows and understands the
Board’s philosophy, principles, ethics, mission and vision and reflects this understanding on key issues throughout the
year.
The Board delegates authority and vests accountability for the Group’s day to day operations with a management
team headed by the Group Managing Director (GMD) cum Chief Executive Officer (CEO). The Board however
assumes responsibility for the following in discharging its duty of stewardship of the Group:
• Reviewing and adopting a strategic plan for the Group;
• Overseeing the conduct of the Group’s business to evaluate whether the Group is being properly managed;
40/41
•
•
•
•
1.1
Succession planning including appointing, training, fixing the compensation of and where appropriate, replacing
senior management;
Identifying principal risks and ensuring implementation of appropriate systems to manage these risks;
Developing and implementing an investor relations programme and shareholder communications policy for the
Group; and
Reviewing the adequacy and the integrity of the Group’s internal control systems and management information
systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
Board Composition and Balance
The Board is comprised of individuals who are also highly experienced in their respective fields of endeavour
and whose knowledge, background and judgement is invaluable in ensuring that the Group achieves the
highest standards of performance, accountability and ethical behaviour as expected by MPB’s stakeholders.
The Board has a balanced composition of Executive and Non-Executive Directors (including Independent
Directors) such that no individual or group of individuals can dominate the Board’s decision-making powers
and processes. The Independent Non-Executive Directors make up 56% of the Board membership.
As at 31 December 2008, the Board has nine (9) members, of which three (3) are Executive Directors and six
(6) are Non-Executive Directors. The Board believes the size of the Board is optimum given the scope and size
of the Group, and sufficient to provide for effective debate and decision making with a substantial degree of
independence from management. A brief description of the background of each director is set out on pages
18 to 26 of this Annual Report.
The role and responsibilities of the Chairman of the Board and the Chief Executive Officer are clear and
distinct. The Chairman is responsible to conduct Board discussions effectively and the Chief Executive Officer
is responsible of running the operation on a day to day basis. The current Chairman is not the previous CEO
of the Company.
MPB BOARD OF DIRECTORS
11%
Independent Non-Executive (5)
56%
Non-Independent Non-Executive (1)
33%
1.2
Executive (3)
Directors Roles and Responsibilities
The Independent Non-Executive Directors are of credibility, calibre and have the necessary skill and
experience to carry sufficient weight in Board decisions. Although all the directors have an equal responsibility
for the Group’s operations, the role of these Independent Non-Executive Directors is particularly important in
ensuring that the strategies proposed by the Executive Management are fully discussed and examined, and
take account of the long term interests, not only of the shareholders, but also of employees, customers,
suppliers and the many communities in which the Group conducts business.
statement on
There is clear division of roles and responsibilities between the Chairman of the Board and the Group’s CEO to
ensure that there is a balance of power and authority and that no one individual has unfettered powers of
decision. The Chairman of the Board is responsible for ensuring the Board’s effectiveness and conduct whilst
the Group’s CEO has overall responsibility over the business units, organisational effectiveness and
implementation of Board’s policies, strategies and decisions. The Board, together with the CEO, has
developed position descriptions for the Board and for the CEO, involving definition of the limits to
management’s responsibilities. The Board has also approved the corporate objectives for which the CEO is
responsible to meet.
Tan Sri Mohamed Jawhar is the Senior Independent Non-Executive Director, as prescribed in the Code, to
whom concerns pertaining to the Group may be conveyed by shareholders and the public.
1.3
Directors’ Code of Ethics
The Group is currently developing a Directors’ Code of Ethics to assist the Board in discharging its oversight
role effectively.
1.4
Board Meetings
Board meetings are scheduled in advance at the beginning of the new financial year to enable directors to
plan ahead and fit the year’s meetings into their own schedules. The Board meets at least four (4) times a
year, once every quarter and has a formal schedule of matters specifically reserved to it for decision, such as
the approval of corporate plans and budgets, acquisitions and disposals of assets that are material to the
Group, major investments, changes to management and control structure of the Group, including key policies,
procedures and authority limits. Additional meetings are held as and when required.
Key transactions submitted to and approved by the Board in 2008 include:
Business Plan
• MPB’s proposed Budget and Business Plan for 2009 at a special meeting on 1
December 2008.
Investor
• Special dividend to shareholders of 9 sen per ordinary share less 28% tax on 1
April 2008.
Acquisition / Investment • Acquisition of Radio Wanita Berhad on 30 September 2008.
• Regional investment through MPB Media Fund on 25 March 2008.
• Setting up of Media Prima Studio (Primeworks Studios Sdn. Bhd.) on 8 April 2008.
• Setting up Chinese Drama Company (mmStudios Sdn. Bhd.) on 13 March 2008.
Disposal
• Disposal of TV3’s property at Bangsar Utama on 28 August 2008.
• Disposal of Company vehicles 9 May 2008 (Transfer of ownership of Company
vehicle) as per circular resolution on 17 April 2008.
Employee Relations
• Revision of petrol allowance and introduction of hardship allowance for the
employees of MPB on 6 August 2008.
Board meetings are conducted in a manner that encourages open communication, meaningful participation,
and timely resolution of issues. Decisions are made on a consensus basis after due deliberation.
42/43
During the financial year ended 31 December 2008, the Board of Directors have met six (6) times as illustrated
below:
ATTENDANCE BY DIRECTORS
DATE OF
BOARD MEETING
EXECUTIVE
DIRECTOR
NON-INDEPENDENT
NON-EXECUTIVE
DIRECTOR
INDEPENDENT
NON-EXECUTIVE
DIRECTOR
TOTAL NUMBERS
3
3
2
3
3
3
1
1
1
1
1
1
4
5
5
5
5
4
8/9
9/9
8/9
9/9
9/9
8/9
28 February 2008 *
29 April 2008 **
28 May 2008 *
28 August 2008 *
24 November 2008 *
1 December 2008 **
* Scheduled Meeting
** Special Meeting
Details of the Board movement and attendance at meetings for financial year ended 31 December 2008 are set
out below:
DIRECTORS
DESIGNATION
APPOINTMENT
ATTENDANCE
Dato’ Abdul Mutalib Bin
Datuk Seri Mohamed Razak
Chairman/Independent
Non-Executive Director
5 December 2003
6/6
Group Managing Director/
22 October 2001
6/6
Non-Independent
22 October 2001
6/6
Independent
18 August 2003
6/6
Dato’ Dr Mohd Shahari Bin
Ahmad Jabar*
Independent
18 August 2003
0/1
Independent
30 August 2006
6/6
Dato’ Sri Ahmad Farid
Bin Ridzuan
Executive Director
30 August 2006
5/6
Dato’ Hj Kamarulzaman
Bin Zainal
Executive Director
30 August 2006
6/6
Dato’ Abdul Kadir
Bin Mohd Deen
Independent
29 May 2007
5/6
Dato’ Gumuri Bin Hussain**
Independent
29 April 2008
5/5
* Dato’ Dr Mohd Shahari Bin Ahmad Jabar resigned with effect from 29 April 2008
** Dato’ Gumuri Bin Hussain was appointed as a Director with effect from 29 April 2008
statement on
1.5
Supply of Information
The Board and its Committees have full and unrestricted access to all information necessary in the furtherance
of their duties, which is not only quantitative but also other information deemed suitable such as customer
satisfaction, product and service quality, market share and market reaction.
The Board is provided with the agenda for every Board meeting together with comprehensive management
reports, in advance for the Board’s examination. The Chairman of the Board takes primary responsibility for
organising information necessary for the Board to deal with the agenda and for providing this information to
directors on a timely basis. All directors have the right and duty to make further enquiries where they consider
necessary. In most instances, members of Senior Management are invited to be in attendance at Board
meetings to provide insight and to furnish clarification on issues that may be raised by the Board. The Board
papers are circulated on a timely basis and more often than not, at least five (5) days in advance of the
meeting to enable the members to have sufficient time to review the papers prepare. Board papers are
comprehensive and encompass all aspects of the matters being considered, enabling the Board to look at
both the quantitative and qualitative factors so that informed decisions are made.
The Board papers supplied to the directors include:•
•
•
•
•
•
Quarterly performance report of the Group;
Corporate proposals;
Group’s Risk Profile Review;
Information on operational and financial issues;
Business forecasts and outlook; and
Circular resolutions passed.
The Board recognises that the Chairman is entitled to the strong and positive support of the Company
Secretary in ensuring the effective functioning of the Board. All directors have access to the advice and
services of the Company Secretary and, whether as a full board or in their individual capacities, directors are
also at liberty to take independent professional advice on any matter connected with the discharge of their
responsibilities as they may deem necessary and appropriate, at the Company’s expense.
1.6
Appointments to the Board
The Code endorses, as good practice, a formal procedure for appointment to the Board, with a Nomination
Committee making recommendations to the Board. The Nomination Committee of the Board of MPB,
scrutinises the sourcing and nomination of suitable candidates for appointment as a director in MPB and its
subsidiary companies and to the Committees of the Board, before making recommendations to the Board for
approval. This Committee will ensure the selection of Board members with the right experience, skill and
expertise, thus strengthening the composition of the Board and contributing significantly to the effectiveness
of the Board.
The Board through the Nomination Committee conducts an assessment to evaluate the effectiveness of the
board as a whole, the committees of the board and the contribution of each individual director. The Board has
also reviewed its required mix of skills and experience and other qualities, including core competencies, which
Non-Executive Directors should bring to the Board. The Board also examines its size, with a view to determining
the effective number of board members. The Board feels that the current size of the Board is appropriate.
44/45
1.7
Re-election of Directors
In accordance with the Company’s Articles of Association, newly-appointed directors shall hold office until the
next AGM and shall then be eligible for re-election. The Articles also provide that all directors shall retire from
office once at least in every three (3) years. Retiring directors may offer themselves for re-election.
1.8
Directors’ Training
The Board views directors’ training as an integral element of the process of appointing new directors. The
Nomination Committee ensures that there is an induction and education programme for new Board members.
The Mandatory Accreditation Programmes has been successfully completed by all the directors. The directors
have also accumulated the Continuing Educational Programme (CEP) essential points according to Bursa
Malaysia Securities Berhad’s Listing Requirements. In 2008, all Directors attended relevant training
programmes to enhance their skills and knowledge, and to keep abreast with the relevant changes in laws,
regulations and business environment, in order to discharge their duties more effectively. Training programmes
attended include:
•
•
•
•
•
•
1.9
Effective Chairmanship
Corporate Governance & Directors’ Duties (The Challenges Ahead)
Directors’ Programme
Global Brand Forum
Due Diligence: Is your company Creating Shareholder Value?
Occupational Safety and Health Awareness
19 June 2008 & 13 November
29 October
5 November
4 & 5 December
15 December
22 December
2008
2008
2008
2008
2008
2008
Board Committees
The Board delegates certain responsibilities to Board Committees, each with defined terms of reference and
responsibilities and the Board receives reports of their proceedings and deliberations. Where committees have
no authority to make decisions on matters reserved for the Board, recommendations would be highlighted for
the Board of Directors’ approval. The Chairman of the various committees report the outcome of the
Committee meetings to the Board and relevant decisions are incorporated in the minutes of the Board of
Directors’ meetings.
The Board Committees in Media Prima Berhad (MPB) are as follows;
Board of Directors
Audit Committee
Remuneration Committee
Nomination Committee
ESOS Committee
statement on
The composition, responsibilities and activities of the respective Board Committees are described below:
AUDIT COMMITTEE (AC)
AC was established on 19 August 2003 and the members are:
Member
•
•
•
•
•
•
Dato’ Gumuri Bin Hussain [Chairman] (appointed w.e.f 29 April 2008)
Abdul Rahman Bin Ahmad ( resigned w.e.f 29 April 2008)
Dato’ Dr Mohd Shahari Bin Ahmad Jabar ( resigned w.e.f 29 April 2008)
Attendance
3/3
4/4
4/4
4/4
1/1
1/1
Responsibilities & Activities
• Reviewing issues on accounting policies and presentation of external financial reporting; monitoring the
mechanism of the internal audit function; and ensuring the professional relationship and objective is
maintained with external auditors.
• The AC has full access to both internally and externally auditors who, in turn, have access at all times to the
Chairman of the Committee.
• The AC also reviews related party transactions for compliance with the Listing Requirements of the Bursa
Securities and the appropriateness of such transactions before recommending it for Board approval.
A full Audit Committee report detailing its membership, its role and its activities during the year is set out on
pages 64 to 69.
NOMINATION COMMITTEE (NC)
NC was established on 19 August 2003. The committee comprised of exclusively Independent Non-Executive
Directors.
Member
•
•
•
•
Tan Sri Lee Lam Thye (Chairman)
Dato’ Abdul Kadir Bin Mohd Deen
Attendance
3/3
3/3
3/3
3/3
.
• Assisting the Board in assessing its overall effectiveness.
• Assisting the Board in reviewing its required mix of skills and experience and other qualities Non-Executive
Directors should bring to the Board.
• Identifying and recommending new nominees to the Board and committees of the Board of MPB and
nominees to the Boards of its subsidiaries. All decisions and appointments are made by the respective
Boards after considering the recommendation of the NC.
• NC held three (3) meeting on 29 April 2008, 28 August 2008 and 20 November 2008.
REMUNERATION COMMITTEE (RC)
RC was established on 19 August 2003 and the members are:
Member
•
•
•
•
Dato’ Abdul Kadir Bin Mohd Deen (Chairman)
Attendance
3/3
3/3
3/3
3/3
46/47
• To review any major changes in employee benefit structures throughout the Company or Group, and if fit
recommend to the Board for adoption.
• To review and recommend to the Board for adoption the framework for the Company’s annual incentive
scheme. The framework for the annual incentive scheme may include
~ Merit Increment;
~ Merit Bonus; and
~ Incentives (based on sales and others).
• To review and recommend to the Board improvements (if any) on designated executive managements’
remuneration policy and package and any other issues relating to benefits of designated executive
management on an annual basis.
• To establish a formal and transparent procedure for developing policy on the total individual remuneration
package of Executive Directors, CEO and other designated executive management including, where
appropriate, bonuses, incentives and share options.
• To design the remuneration package for all Executive Directors, CEO and other designated executive
management with the aim of attracting and retaining high-calibre designated executive management who will
deliver success for shareholders and high standards of service for customers, while having due regard to the
business environment in which the Group operates. Once formulated, to recommend to the Board for approval.
• To determine and recommend to the Board the framework or broad policy for the remuneration packages of
the CEO, the Chairman of the Company and such other members of the Executive Management as it is
designated to consider.
• RC held three (3) meetings in 2008, on 28 February 2008, 28 May 2008 and 28 August 2008 respectively.
EMPLOYEE’S SHARE OPTION SCHEME (ESOS) COMMITTEE
ESOS Committee was established on 27 August 2004.
Member
• Dato’ Abdul Kadir Bin Mohd Deen (Chairman w.e.f 29 May 2007)
• Dato’ Abdul Mutalib Bin Datuk Seri Mohamed Razak
• Abdul Rahman Bin Ahmad
• To implement and administer the MPB Employees’ Share Option Scheme in accordance with the by-laws
approved by the shareholders of the Company.
• To determine participation eligibility, option offers and share allocations and to attend to such other matters
as may be required.
• The Committee did not hold any meeting in 2008.
The Company has established various Management Committees such as the Programme Committee, Group
Risk Management Committee, Tender Committee, ICT Steering Committee and Recovery Executive
Committee to help the Board fulfill its responsibilities. The terms of reference of these committees are clearly
defined in terms of their roles and functions.
statement on
Programme Committee and Tender Committee have been established to ensure transparency and integrity of
the procurement process. As for the Group Risk Management Committee, the main responsibility is to oversee
the risk management activities and the initiation of the ICT Steering Committee is to review the status of
implementation of ICT initiatives within the Group. Whereas the Recovery Executive Committee is tasked to
manage business recovery and business operations in the event of a disaster or major disruption of operations.
Management Committee
ICT Steering Committee
Programme Committee
2
Group Rish Management
Committee
Tender Committee
Recovery Executive
Committee
DIRECTORS’ REMUNERATION
2.1
Level and Make-up of Remuneration
The Group has established a formal and transparent procedure for developing policy on executive remuneration
and for fixing the remuneration package of individual director. The objective of the Group’s policy on Directors’
remuneration is to attract and retain directors of the calibre needed to manage the Group successfully.
The Remuneration Committee (RC), comprising of wholly Non-Executive Directors, carries out the annual
review of the overall remuneration policy for Executive Director’s whereupon recommendations are submitted
to the Board for approval. The remuneration for Executive Directors is structured to link rewards to corporate
and individual performance. It is nevertheless, the ultimate responsibility of the Board to approve the
remuneration of these Directors.
An annual review by the RC record the performance of the CEO and Executive Director and submits
recommendations to the Board on specific adjustments in remuneration and/or reward payments that reflect
their respective contributions for the year, and which are competitive and are in tandem with MPB’s corporate
objectives, culture and strategy.
The determination of the remuneration packages of Non-Executive Directors (whether in addition to or in lieu
of their fees as directors), is a matter for the Board as a whole subject to approval of shareholders at the
Annual General Meeting (AGM). Each individual Director abstains from the Boards decision on his own
remuneration.
2.2
Remuneration Package
The remuneration package of the Executive Directors is as follows:
(i) Basic Salary
Remuneration Committee recommended the basic salary (inclusive of statutory employer contributions to
the Employee Provident Fund) for the Executive Director, taking into account the performance of the
individual, the inflation price index and information from independent sources on the rates of salary for
similar positions in a selected group of comparable companies.
48/49
(ii) Performance Bonus
The Group operates a performance based bonus scheme for all employees, including the Executive
Directors. The criteria for the scheme is dependent on the achievement of key performance indicators
(KPI) set for the Group’s business activities as measured against targets, together with an assessment of
each individual’s performance during the period. Bonuses payable to the Executive Directors are reviewed
by the Remuneration Committee and approved by the Board.
(iii) Fixed Allowance
The Board has in 2004, approved for the payment of fixed allowances to Executive Directors. This is in lieu of
the contractual bonus that was in the original contract of the individual director but has since been
collapsed.
(iv) Employees’ Share Option Scheme (ESOS)
Executive Directors are also eligible to participate in the employees’ share option scheme designed to
incentivise employees of the Group.
(v) Benefits-in-kind
Executive Directors are entitled to other customary benefits such as private medical cover, leave passage,
car and driver.
The Non-Executive Directors are paid annual fees and attendance allowance for each Board meeting that
they attend. The Chairman is entitled to leave passage, contributions to Employee Provident Fund, a car
and driver benefits.
Directors of MPB are also covered under a Directors and Officers Liability Insurance Policy against any
liability incurred by them in discharging their duties while holding office as Directors of the Group. The
directors contribute partially toward the payment of the insurance premium.
2.3
Directors’ Remuneration
The details on the aggregate remuneration of Directors for the financial year ended 31 December 2008,
distinguishing between Executive and Non-Executive Directors with categorisation into appropriate
components are as follows:
Remuneration (RM)
Fees
- MPB
- MPB Subsidiaries
Salary
EPF
Bonus
Allowance
Benefits-in-kind
Total (RM)
Executive Directors
Non-Executive Directors
Total
–
–
1,629,408
561,990
1,486,582
336,000
79,644
4,093,624
290,123
234,500
–
48,000
170,417
263,010
31,150
1,037,200
290,123
234,500
1,629,408
609,990
1,656,999
599,010
110,794
5,130,824
statement on
The remuneration paid to Directors during the year, analysed into bands of RM50,000, which complies with
the disclosure requirements under Bursa Securities Listing Requirements is as follows:
Remuneration Band
Less than RM50,000
RM50,001 – RM100,000
RM100,001 – RM150,000
RM600,001 – RM650,000
RM750,001 – RM800,000
RM1,600,001 – RM1,650,000
RM1,650,001 – RM1,700,000
Total
Number of Directors
Executive
Non-Executive
–
–
–
–
1
1
1
3
2
3
1
1
–
–
–
7
Note : Successive bands of RM50,000 are not shown entirely as they are not represented.
3
SHAREHOLDERS
3.1
Investor Relations
The Group maintains regular and proactive communication with its shareholders and investors, with the
provision of clear, comprehensive and timely information through a number of readily accessible channels
such as Corporate Website, Annual General Meeting and Investors Briefing. The Group’s Investor Relations
policy provides guidelines on the activities that enable the Board and management to communicate effectively
with the investment and financial community and other stakeholders including institutional investors, fund
managers, analyst, bankers as well as research and stockbroking houses and the general public in relation
to dissemination of timely, relevant and accurate information pertaining to the Group.
The Board actively demonstrates and promotes the value of transparency, accountability and integrity in all its
dealings with its investors to ensure their utmost satisfaction. The Board also maintains lines of
communication with major shareholders to take heed of their concerns over matters relating to corporate
governance and Group performance. The Corporate Finance Unit, under direct supervision of the Group’s
CEO, is tasked with the responsibility to respond to all queries raised by the investors and analysts. This is
particularly important to shareholders and investors for informed investment decision making. Corporate
Communication Department is responsible to coordinate investor relation events and activities which include
organising Annual General Meeting, Investors’ Briefing, Investors Road Shows, press conferences and also
providing a platform other than the Annual General Meeting for stakeholders to meet the Management and be
updated on Group’s performance and initiates.
The Corporate Finance Department has conducted an Investor Relations survey in January 2009 to assess the
levels of satisfaction and effectiveness of MPB’s Investor Relation activities for 2008. Selected analysts,
shareholders and fund managers were invited to participate in the survey. In the survey, MPB has scored an
overall score of 4.36 points (out of a maximum of 5 points) which exceeds MPB’s KPI target rating of 3.75.
The Group was also ranked at 7th place of Best Investor Relations for Malaysia by Finance Asia magazine.
50/51
In line with good corporate governance practice, an annual programme to meet both local and international
investment communities including the institutional fund managers and analysts is set at the beginning of the
year. To maintain good rapport and relationship with foreign investors and fund managers, the CEO and the
Group Chief Financial Officer attended presentations and meetings in London, Paris, Glasgow, Edinburgh and
Singapore in a series of road show during the year. Briefings with investors and analysts were also held after
each quarter’s announcement of financial results to the Bursa Securities to explain the Group’s strategy,
performance and major developments and to address other matters affecting shareholders’ interest.
In addition to corporate announcements, events and developments are notified to the public via press
releases and/or by holding press conferences after general meetings or corporate events. These provide
shareholders, analysts and the investing public with an overview of the Group’s performance and operations.
All press releases are consistent with announcement to Bursa Securities.
All corporate and financial information, such as the Annual Report of Media Prima Berhad, the quarterly
announcements of the financial results of the Group, and other announcements and disclosures are available
on Media Prima’s website, www.mediaprima.com.my
3.2
Annual General Meeting
In addition to the quarterly financial reports and annual report, the Annual General Meeting (AGM) remains the
principal opportunity for communication with shareholders and investors. At each AGM, the Board presents
the progress and performance of the Group. The Chairman and/or the CEO presents a comprehensive review
of the financial performance of the Group and value created for shareholders. This review is supported by
visual and graphical presentation of key points and financial figures.
Shareholders are encouraged to participate in the proceedings and ask questions on the operations of the Group
and on any resolutions being proposed. The Chairman will provide sufficient time for shareholders’ questions on
matters pertaining to the Group’s performance and seek to explain concerns raised by the shareholders.
Each item of ordinary and special business included in the notice of the meeting will be accompanied by a full
explanation of the effects of a proposed resolution. Separate resolutions are proposed for separate issues at
the meeting and the Chairman declares the outcome of each resolution after proposal and secondment are
done by the shareholders. A press conference is held immediately after the AGM where the Chairman and the
CEO will clarify and explain issues raised by the media and analysts. An analyst briefing will also be held in the
course of providing all stakeholders with the latest updates on the Group.
3.3
Websites
The Group strives to ensure that shareholders and the general public would have an easy and convenient
access to the Group’s latest financial results, press releases, annual reports and other corporate information
via its website www.mediaprima.com.my. Each of MPB’s subsidiaries also has established their own website
as a source of information and excellent medium of communication to shareholders and the general public.
statement on
MPB welcomes inquiries and feedbacks from shareholders and other stakeholders. All queries and concerns
regarding the Group may be conveyed to the following persons:
4
Name
Designation
Related Matters
Telephone
Facsimile
Amil Izham Hamzah
Group Chief
Financial Officer
Financial/
Investor relations
603 77266508
603 77261502
Roselinda Hashim
Legal & Secretarial
Shareholders’
enquiries
603 77291345
603 77280787
Eliza Mohamed
General Manager,
Communications
Other queries
603 77252135
603 77273014
Sere Mohammad
Mohd Kasim
Internal Control &
Corporate Governance and Risk Management
Risk Management
603 77260897
603 77270719
Laili Hanim Mahmood
Regulatory Affairs
603 77260891
603 77261246
Regulatory
Compliance
ACCOUNTABILITY AND AUDIT
4.1
Financial Reporting
The Board aims to present a balanced and understandable assessment of the Group’s financial position and
prospects in presenting the annual financial statements and quarterly announcement to shareholders. This
also applies to other price-sensitive public reports and reports to regulators.
On behalf of the Board, the Audit Committee scrutinises the financial and statutory compliance aspects of the
audited financial statements and adherence to internal policies and procedures prior to full deliberation at the
Board level. The Board ensures the integrity of the Company’s financial reporting and fully recognises that
accountability in financial disclosure forms an integral part of good corporate governance practices.
4.2
Internal Control
The Board acknowledges its responsibility for the Group’s system of internal controls and risk management
and for reviewing the effectiveness of these systems. Such systems are designed to manage rather than
eliminate the risk of failure to achieve business objectives. Any system can only provide a reasonable but not
absolute assurance against material misstatement, loss or fraud.
The Statement on Internal Control furnished on page 56 of the Annual Report provides an overview on the
state of internal controls within the Group.
52/53
4.3
Corporate Responsibility
The Company’s Corporate Responsibility initiatives are explained on pages 84 to 109.
4.4
Relationship with the Auditors
The Board has established a formal, transparent and appropriate relationship with the Group’s auditors, both
external and internal, through the Audit Committee.
The Audit Committee meets regularly with the external and internal auditors to discuss and review the audit
plan, quarterly financial results, annual financial statements and the audit findings, and makes
recommendations for the Board’s approval. During the year, the Board has also met with the external and
internal auditors without the presence of the Executive Directors and management.
A report by the Audit Committee and its Terms of Reference are provided on pages 64 to 69 of the Annual
Report.
5
STATEMENT OF DIRECTOR’S RESPONSIBILITY IN RELATION TO THE AUDITED FINANCIAL STATEMENTS
The Board is responsible for the preparation of the financial statements of the Company and the Group. The Board
has ensured that the financial statements have been prepared based on accounting policies that have been
consistently and properly applied, supported by reasonable and prudent judgements and estimates and in adherence
to all applicable accounting standards.
It is also the Board’s responsibility to ensure that accounting records are accurate, within margins of reasonableness,
which discloses the financial position of the Company and the Group in a true and fair manner.
This Statement on Corporate Governance is made in accordance with the resolution of the Board of Directors dated
18 March 2009.
additional
compliance
information
1
SHARE BUY-BACKS FOR THE FINANCIAL YEAR
(b) There was an issuance of 6,181,967 ordinary shares of
RM1.00 each through the conversion of 9,274,536
Irredeemable Convertible Unsecured Loan Stocks
(“ICULS”) of RM1.00 each on the basis of one new
ordinary share for every three ICULS exercised.
There was no share buy-back exercise carried out by the
Company for the financial year ended 31 December 2008.
2
OPTIONS, WARRANTS OR CONVERTIBLE
SECURITIES
(c) There was an issuance of 4,839,121 ordinary shares of
RM1.00 each arising from the exercise of 4,839,121
Warrants of RM0.10 each at an exercise price of
RM1.10 per Warrant.
The status on Options, Warrants and Convertible Securities
issued during the financial year are:
(a) The Company launched the Media Prima Berhad’s
Employees’ Share Options Scheme (MPB ESOS”) on 11
January 2005 and as at 31 December 2008, three (3)
offers have been made to employees whereas:
(i)
under the First Offer, a total of 22,837,800 ordinary
shares of RM1.00 each were offered at an Option
Price of RM1.55 to eligible employees;
3
The Company has not sponsored any ADR or GDR
programme in the financial year ended 31 December 2008.
4
(ii) under the Second Offer, a total of 24,034,000
ordinary shares of RM1.00 each were offered at an
option price of RM1.46 to eligible employees;
(iii) under the Third Offer, a total of 5,000,000 ordinary
shares of RM1.00 each were offered at an option
price of RM2.23 to eligible employees.
404,000 ordinary shares of RM1.00 each pursuant
to the exercise of the MPB ESOS at the exercise
price of RM1.55 per share;
(ii) 112,000 ordinary shares of RM1.00 each pursuant
to the exercise of the MPB ESOS at the exercise
price of RM1.46 per share
(iii) 90,700 ordinary shares of RM1.00 each pursuant to
the exercise of the MPB ESOS at the exercise price
of RM2.23 per share
NON-AUDIT FEES
The amount of Non-Audit Fees paid/payable to external
auditors and their affiliated companies by the Company for
the financial year ended 31 December 2008 is set out on
page 197 of this Annual Report.
5
There was an issuance of:
(i)
AMERICAN DEPOSITORY RECEIPT (“ADR”) OR
GLOBAL DEPOSITORY RECEIPT (“GDR”)
PROFIT GUARANTEE
There were no profit guarantee received by the Company
during the financial year ended 31 December 2008.
6
LIST OF PROPERTIES AND REVALUATION POLICY
The list of properties is set out on pages 252 to 255 of this
Annual Report. There was no revaluation of properties of the
Company during the financial year.
54/55
7
MATERIAL CONTRACTS
There has been no material contracts involving Directors and
Major Shareholders’ interests entered into since the end of
the previous financial year.
8
IMPOSITION OF SANCTIONS AND/OR PENALTIES
There were no significant sanctions and/or penalties
imposed on the Company and/or its subsidiary companies,
Directors or management arising from any significant breach
of rules/guidelines by the relevant regulatory bodies during
the financial year.
9
VARIATION IN RESULTS
There were no variations in results (differ by 10% or more)
from any profit estimate/forecast/projection/unaudited results
announced.
10 UTILISATION OF PROCEEDS
On 22 July 2008 and 23 September 2008, the Company
issued RM17.0 million and RM20.0 million nominal value six
(6) months Commerical Papers (“CP”) respectively to
investors who fall within the categories of persons specified
in Schedule 2, Schedule 3 and Schedule 5 of the Securities
Commission Act, in accordance with the Trust Deed
governing the CP dated 28 August 2007.
The tenure of the CP Programme is up to seven (7) years
from the first issue date.
Proceeds from the issuance of RM37.0 million CP have
been utilised for MPB’s working capital requirements.
11 RECURRENT RELATED PARTY TRANSACTIONS
(“RRPTs”) OF REVENUE NATURE
There were no RRPTs during the financial year ended 31
December 2008.
statement on
internal control
RESPONSIBILITY
Audit Committee. The Audit Committee have unimpeded
access to both the internal and external auditors and has
the right to convene meetings with the auditors without
the presence of other directors and employees. The
Audit Committee reviews the work of the internal and
external auditors, their findings and recommendations to
ensure that it obtains the necessary level of assurance
with respect to the adequacy of the internal controls. The
Audit Committee also reviews the effectiveness of the
risk management process in their evaluation of the
control environment. Significant risk issues are referred to
the Board for consideration.
The Malaysian Code on Corporate Governance (revised in
October 2007) prescribes as a principle of Corporate
Governance that the Board of Directors should maintain a
sound system of internal control to safeguard shareholders’
investment and the company’s assets. The Board recognises
the importance of sound internal controls and risk
management practices to good corporate governance. The
related principal responsibilities of the Board in relation to
internal controls as outlined in Best Practices Provision AA I
in Part 2 of the Code include:
•
•
Identifying principal risks and ensuring the implementation
of appropriate control systems to manage these risks;
Reviewing the adequacy and the integrity of the
company’s internal control systems and management
information systems, including systems for compliance
with applicable laws, regulations, rules, directives and
guidelines.
The Board affirms its overall responsibility for the Group’s
system of internal controls and risk management, and for
reviewing the adequacy and integrity of the systems. It
should however be noted that such systems are only
designed to manage rather than totally eliminate the risk of
failure to achieve business objectives. Accordingly, these
systems can only provide reasonable but not absolute
assurance against material losses, fraud, misstatements or
breaches of laws or regulations.
The Group has in place a continuous, proactive and
systematic process for identifying, evaluating and managing
significant risks pertinent to the achievement of the Group’s
overall corporate objectives.
CONTROL ENVIRONMENT
The Board is committed to maintaining a strong control
environment and structure for the proper conduct of the
G r o u p ’s b u s i n e s s o p e r a t i o n s . T h e G r o u p ’s c o n t r o l
environment comprises of the following components:
•
Independence of the Audit Committee
The A ud i t C om m itte e is wh olly c om prise d of f ou r
independent non-executive directors who are highly
experienced and whose knowledge, background and
judgement are invaluable to the Group. The Group’s
Senior Independent Director is also a member of the
•
Organisational structure with defined roles and
responsibilities
The Board has established a properly defined
organisational structure with clear reporting lines and
formalised roles and responsibilities. The Group’s Limits
of Authority assigns authority to appropriate levels of staff
to exercise control over the Group’s commitment of both
capital and operational expenditure. The Limits of
Authority are approved by the Board and are regularly
reviewed and updated to reflect changing conditions.
•
Human Resources Policy and Code of Ethics
The Group has in place a comprehensive Human
Resources Policy and Code of Ethics approved by the
Board that set the tone of control consciousness and
employee conduct. The Code of Ethics is communicated
to and acknowledged by all employees and compliance
with this Code is mandatory. There is also in place
supporting procedures for the reporting and resolution of
actions contravening these policies.
Staff competency is enhanced through a rigorous
recruitment process and development programmes.
Emphasis is placed on the quality and abilities of
employees with continuing education, training and
development being actively encouraged through a wide
variety of schemes and programmes, including
Leadership programme for top and middle management
w i t h M o t o r o l a U n i v e r s i t y, S a f e t y & H e a l t h O f f i c e r
certification, Diploma in Counselling and Executive
programme on Effective Strategies for Media Companies
for senior management organised by the Havard
Business School. A field visit was also organised for 8TV
production team to Mediacorp in Singapore and TV9’s
senior management had visited Oman TV.
56/57
The Whistle-blowing Policy guides employees of the
Group in communicating instances of illegal or immoral
conduct to the appropriate parties within the Group and
at the same time protecting these employees against
victimisation, discrimination or being disadvantaged in
any way arising from such communications. It also
provides for proper investigation on all allegations or
reports from within and outside the Group.
As part of the human capital development initiative, the
Group has also embarked on a structured two year
Business Executive Programme designed to develop
talent among the high achieving fresh graduates to
deliver value to the organisation. The Group also
participated in career fairs such as the UK Career Fair to
recruit fresh talents available in the market.
MPB has put in place a structured talent management
plan. The objective of the plan is to ensure that a wellstocked cadre of qualified individuals is well equipped and
ready to assume key positions within the organisation. The
programme is built on the development of talent pools, not
only for upward movement but for lateral movement.
The manual builds into the Group’s culture, abhorrence
for fraud, and that any conduct of this nature will not be
tolerated. It also promotes a transparent and open
environment for fraud reporting within the Group.
•
There are proper guidelines for hiring and termination of
staff in place and a formal training programme has been
established to ensure staff are adequately trained in
carrying out their duties. An established performance
management system, which is linked to and guided by
Key Performance Indicators (KPI) and accountability, is
also in place and is reviewed on an annual basis. A
Leadership Assessment & Evaluation has been conducted
in early 2008 as part of human capital development
process. A consultant has been engaged to conduct a
360 Degree Assessment to assess management
leadership strengths and identify areas of improvement.
As part of preventive measures the Group had also
conducted an Executive Health Screening Programme to
assess the state of health of existing staff. 683 staff
aged 30 to 39 years old and 700 staff aged 40 and
above had undergone the health screening programme
in October 2008.
•
•
As part of a soft control, the Group organises regular
religious discourse and weekly Quran recital sessions to
heighten the employees’ spirituality. The Group provides
subsidy for employees who plan to perform Haj or
Umrah. The Group also conducts teambuilding and
motivational training sessions for employees to better
function and relate to one another in the work place. A
“Self Rebranding for Peak Performance” training was
designed specifically to cater for employees to unleash
their real potential in relation to work environment, home
and community as a whole via the 3R (Rest, Recuperate
& Recharge) treatment.
•
Fraud Prevention Manual and Whistle-blowing Policy
The Group has established a Fraud Prevention Manual
consisting of the Anti-fraud Policy and Whistle-blowing
P o l i c y. T h e A n t i - f r a u d P o l i c y d e f i n e s c l e a r l y w h a t
constitutes fraud and fraudulent activities. It also
endeavours to limit the opportunity for fraud against the
Group by increasing the prevention, detection and
prosecution of fraudulent activities.
Documented Internal Policies and Procedures
Policies and procedures of business processes are
documented and set out in a series of Standard Operating
Manuals and implemented throughout the Group. These
policies and procedures are subject to regular reviews,
updates and continuous improvements to reflect the
changing risks and operational needs. Critical policies and
procedures developed and enforced during the year
include Guidelines on Hard Close Financial Procedures,
Corporate Card Policy and Live Programmes Policy.
Currently the Group is in the midst of revising the
Procurement Policy and establishing policy and procedures
for Branded Content and Independent Contractors.
Supplier Code of Conduct
The Board expects all MPB’s suppliers to observe high
ethical business standards of honesty and integrity and
to apply these values to all aspects of their business and
professional practices. A Supplier Code of Conduct is
established in which the Group’s minimum expectations
on the suppliers vis-à-vis legal compliance and ethical
business practices are stipulated. The Code applies to all
suppliers, vendors, contractors and any other persons
doing business with MPB and its subsidiary companies.
Spiritual and Motivational Activities
•
Limits of Authority (“LOA”)
The LOA for the Group has been structured to define all the
common matters pertaining to the operations such as policy
approval, awarding of projects and capital and operational
expenditures. It serves as a control whereby a cross-check
system has been incorporated to minimize any abuse of
authority. The system provides that approvals granted
should be supported by a recommendation from the
subordinates and notified to the superior of the approving
authority particularly pertaining to material transactions.
statement on
internal control
The highest approving authority is the Board of Directors
where the transactions will determine the direction and
financial position of the company and are above the limit that
has been granted to the Group Managing Director.
•
In line with the Board’s request, an annual assessment to
evaluate the state of internal controls and risk management
at each operating unit was conducted during the year. A
General Audit Report (GAR) based on a rating system
approved by the Board was issued to all the operating
units within the Group at the end of the assessment. The
rating system considers the achievement of key objectives
by the operating units; financial performance of the
operating units including cost control measures;
compliance with risk management framework and internal
control procedures; the effectiveness of management
supervision; the quality of staffing and follow-up actions on
issues raised by the external auditors. The assessment
provides the Board with the necessary assurance that a
sound control environment and structure are in place.
A separate LOA for each subsidiary company has been
prepared in order to ensure adequate management
control and smooth operations at subsidiary level. All
Heads of subsidiary shall always be governed by the
authority limits accorded to them in the LOA for the
respective subsidiary company.
•
Internal Audit Function
The Group’s internal audit function undertakes regular
reviews of the Group’s operations and its system of
internal controls. It provides continuous improvement to
the controls and risk management procedures. In this
respect, the internal audit function reviews the Group’s
activities based on an approved audit plan presented to
the Audit Committee. The audit plan is developed based
on the risk profiles of the respective business entities of
the Group identified in accordance with the Group’s risk
management framework approved by the Board. Internal
audit findings are discussed at management level and
actions are agreed in response to the internal audit
recommendations. The progress of implementation of the
agreed actions is monitored by Internal Audit through
follow-up reviews.
Annual Assessment of Internal Controls
•
ICT Strategy Blueprint
I n l i n e w i t h t h e G r o u p ’s e x p a n s i o n p l a n t o b e a n
integrated media powerhouse, MPB has initiated a three
year ICT Blueprint in 2007 to address the Group ICT
requirements. A global consulting firm with strong
credentials and experience in ICT projects for
broadcasting industry had been tasked to formulate the
ICT Blueprint. The Blueprint had identified key ICT
development strategies that include:
The internal audit function has a clear line of reporting to
the Audit Committee and the Audit Committee
determines the remit of the Internal Audit function. Thus,
the internal audit function is independent of the activities
they audit and is performed with impartiality, proficiency
and due professional care.
• Aligning the ICT initiatives with the business strategy to
ensure proper exploitation of technology;
• Support the Group’s human capital development
programme to increase the ICT skills and competencies
within the Group;
• Develop key performance to measure the effectiveness
of ICT deliverables and contributions; and
• Address key concerns/risk and mitigation strategies.
In line with the recommendations of the Institute of
Internal Auditors that an external quality assurance review
be conducted at least once every five years, the Group’s
internal audit function was subject to a review by Messrs
KPMG Business Advisory in 2006. The review has
enhanced the effectiveness of the Group’s internal audit
function in providing both primary assurance and value
adding services as expected by its stakeholders.
A committee called ICT Steering Committee has been
formed to oversee the development and implementation
of the ICT Blueprint. The Group’s Internal Audit monitors
the progress of the ICT Blueprint initiatives and reports to
the Audit Committee on a quarterly basis. The ICT
initiatives completed in 2008 include:
•
•
•
•
Partner Relationship Management;
Project Management for Inter Creative Extranet;
Financial System Enhancement – upgraded version; and
Data Centre Upgrade – Storage Area Network.
58/59
OTHER KEY ELEMENTS OF INTERNAL CONTROL
Name
The other key elements of the Group’s internal control
system are described below:
Roselinda Hashim Group General Manager,
Legal & Secretarial
•
Laili Hanim
Mahmood
Regulatory Affairs
Regulatory
Compliance
Sere Mohammad
Mohd Kasim
& Risk Management
Internal
Control and
Risk
Management
•
Setting up of various Management Committees including
the Programme Committee, Group Risk Management
Committee, Tender Committee, ICT Steering Committee
and Recovery Executive Committee with clearly defined
terms of reference.
A detailed budgeting process where each business unit
submits a business plan annually for approval by the
respective Board.
•
Monthly reporting of actual results and their review
against budget, with major variances being followed up
and management actions taken, where necessary. The
financial results are reviewed by the Board with
management on a quarterly basis, to enable them to
gauge the Group’s achievement of its annual targets and
review any key financial and operational issues.
•
Regular and comprehensive information provided to
management, covering financial performance and key
performance indicators, such as advertising market
share, television viewership, programme ratings and
utilisation of resources.
Designation
Matters
Legal
The Board believes that the development of the system of
internal controls is an ongoing process and has taken steps
throughout the year to improve its internal control system
and will continue to do so. Based on the assessment of the
internal control system of the Group, no significant control
failures or weaknesses that would result in material loss,
contingency or uncertainty requiring disclosure in the
Group’s annual report were noted.
ASSOCIATED COMPANY
•
Monitoring of performance including discussion of any
significant issues at senior management meetings.
•
Content Regulatory workshop conducted as part of the
initiative to impart information and to provide explanation
on the rules and regulations governing the broadcast
industry based on the Communication and Multimedia
Act 1998; Communication and Multimedia Content
Forum Content Code and the respective license
condition of each TV and radio networks.
•
Regular visits to operating units by members of the
Board and senior management.
•
The officers responsible for internal control, legal and
regulatory compliance for the Group are as follows:
The state of internal control of The New Straits Times Press
(M) Berhad, an associated company of MPB listed on the
Bursa Malaysia Securities Berhad, has been disclosed in the
Statement on Internal Control made by their Board of
Directors and is thus excluded from this Statement.
However, some of the directors of MPB are appointed to
NSTP’s Board, attend its board meetings and review the key
financial information of the company. These directors report
to the MPB Board in the event that the Company does not
appropriately manage significant risks.
This statement is made on the recommendation of the Audit
Committee to the Board of Directors and as per the Board’s
resolution dated 18 March 2009.
REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS
This statement on Internal Control has been reviewed by the
external auditors for the inclusion in the annual report of
Media Prima Berhad for the year ended 31 December 2008.
The external auditors have reported to the board that nothing
has come to their attention that causes them to believe that
the statement is inconsistent with their understanding of the
process adopted by the Board in reviewing the adequacy
and integrity of the system of the internal controls.
statement on
risk management
As the nation’s leading integrated media investment group with diversified interests in television, radio, print media,
movie-making, event management, outdoor advertising and new media, Media Prima Berhad is exposed to various types
of risk. The Board, acknowledges its responsibility to adopt best practices in Corporate Governance and endeavours to
instil risk management and control as part of the Group’s business culture.
Achievement of the Group’s business objectives depends, among other things, on external economic factors, the
unpredictability of market trends, ever evolving technology, unforeseen calamities and human factors. In recognition of the
wide exposure to operational, financial and manpower risks, the Group’s internal risk management and control systems
strive to identify, assess and mitigate risks effectively. The Group’s risk management methodology is based on an integrated
risk management model that considers risk at all levels of the organisation, from the strategic to the day-to-day operations.
RISK MANAGEMENT FRAMEWORK
The Board has approved the Risk Management Framework for the Group and the formation of the Group Risk
Management Committee (GRMC) on 12 December 2003. The GRMC is responsible for driving the Risk Management
Framework. This framework provides the platform to adopt a more holistic and integrated approach to managing risk.
The objectives of the framework are as follows:•
•
•
•
•
•
Establish a clear Risk Management Policy;
Allocate and optimise the use of resources in managing risk effectively;
Inculcate an effective risk management culture throughout the Group;
Safeguard financial and non-financial assets of the Group;
Ensure compliance to policies, procedures, guidelines, laws and regulations; and
Establish an integrated risk management process where
~ Risk management operating structure is formalised and key lines of responsibility for risk management throughout
the Group are defined;
~ Monitoring of major risk factors, which may have significant impact on individual businesses and the Group, is
centralised at Group Senior Management level; and
~ A transparent system of information and communication for risk management between operations, Management
and Board of Directors is achieved.
The GRMC is chaired by the Group Managing Director and includes the Group Chief Executive Officer TV Networks,
Group Chief Financial Officer, Group General Manager Corporate Affairs, Group Chief Technology Officer and Group
General Manager Corporate Governance and Risk Management (CGRM) with representatives from each operating unit
attending, as required. The GRMC meets quarterly to consider the risks identified and the risk mitigation strategies and
control processes to be recommended.
The Audit Committee reports to the Board significant changes in the business and the external environment, which affect
key risks. The Board monitors the implementation of the risk strategies and any changes to the risk profiles are
highlighted to the Board for consideration. In this way, the Board will ensure that the risk strategies are progressing
according to the implementation plan.
RISK MANAGEMENT OVERSIGHT STRUCTURE
Establish Risk Management Policy
Board of Directors
Corporate Governance &
Risk Management Department
Strategic Level
Audit Committee
Operational Level
Group Risk Management Committee
Internal Audit
Risk Management Unit
Implementation of the policy
Risk Owners
TV Networks
Radio Networks
Other Subsidiary Companies
Group Support Services
60/61
The risk management process in place requires management to comprehensively identify and assess all types of risks in
terms of likelihood and magnitude of impact as well as to identify and evaluate the adequacy of mechanisms in place to
manage, mitigate, avoid or eliminate these risks. The process encompasses assessments and evaluations at business
unit process level before being examined on a Group perspective.
RISK MANAGEMENT PROCESS
Risk
Identification
Risk
Assessment &
Measurement
• Control Risk Self
Assessment (CRSA)
technique is used as a tool
to identify risks and
mitigation strategies.
• Risk identified are given
ratings based on risk
quadrants and compiled in
the Risk Profile Review
Report (RPRR).
• Risk Management Unit
(RMU) and risk owners are
involved in CRSA
discussions.
• Risk owners implement
action plans based on the
strategies identified.
Control &
Monitoring of Risk
Risk
Reporting
• RMU & risk owners
monitor the
implementation status of
identified strategies.
• The RPRR is presented to
the GRMC, Audit
Committee & Board of
Directors for review.
Business Risks
Financial Risk
The risk pertaining to possible
inability to reach financial goals
Operational Risk
The risk of losses due to procedural
errors of failures in internal controls
Manpower Risk
The risk pertaining to
management of staff
The Group has developed an enterprise wide risk map through the Control and Risk Self-Assessment method facilitated
by CGRM. The Risk Management team conducts risk assessments for every unit of the Group and assists staff in
understanding the application of the process. The Risk Management Framework ensures a consistent system of risk
management across the Group with clear executive support. Each appointed divisional Risk Liaison Officer owns the
responsibility for risk management activities in their specific division. Based on the compilation and analysis of risk
monitoring results, Risk Profile Review Reports are then prepared and presented to the GRMC members and the Board
on a quarterly basis for evaluation as well as to recommend effective control measures and risk mitigation strategies. Key
risks faced by MPB in its day-to-day operations include:
KEY RISK
1. Programmes produced and/or broadcasted may not
meet Malaysian Communications and Multimedia
Commission’s Content Code guidelines.
2. Disruptions to operations in the event of a disaster.
3. Slow growth of Advertising Expenditure during
economic downturn.
STRATEGIES IMPLEMENTED
• Awareness sessions conducted by the relevant parties
to educate staff on Content Code Guidelines.
• Relevant policies are developed to be used as a guide
during production of programmes.
• Completed programmes are submitted to Lembaga
Penapisan Filem (LPF) for screening and censorship
purposes.
• A Business Continuity Plan has been developed and IT
disaster recovery testing conducted on a yearly basis.
• Successful implementation of sales programmes to
attract non-traditional advertisers.
• Sales packages offerred involves cross selling among TV
stations and MPB web portals.
• Special packages are introduced to advertisers during
festive seasons.
statement on
risk management
During the year, the Group continued to enhance and evaluate the risk management framework for efficacy and
coherence. The Group aims to ensure that its risk management activities are in line with the best practices laid down in
the KLSE PN 9/2001. Risk assessment at departmental level has been carried out and will be continued so for every
department and operating company within the MPB Group.
Some of the risk management on going activities and/or initiatives include:•
Communication Sessions
In order to ensure a better understanding of the risk management framework and control procedures, and smooth
implementation of new policies and procedures, the Risk Management team continuously holds presentations to
educate and update the Group’s staff accordingly. Control Risk Assessment Sessions (CRSA) are conducted with risk
owners to identify and explain the objectives and processes involved in risk identification. The following CRSA
sessions were conducted during the year:
• Airtime Management Group – TV3
• Acquisition and Content Management – TV3
• Brand Management Group – 8TV
• Primeworks Studios Sdn. Bhd.
• Big Events Sdn. Bhd.
•
Corporate Governance and Risk Management Web Portal
The CGRM Department strives for efficient communications with all other units within MPB. A web portal consisting of
information such as Policies and Procedures, Limits of Authority Manual and other information pertaining to control,
risk and governance matters has been established since 2006 and is accessible to all employees. It acts as an
interactive platform to welcome feedback on all relevant issues. During the year, CGRM has updated the web portal
to incorporate the policy on Declaration of Business Courtesies and the Supplier Code of Conduct.
•
Business Continuity Plan
Business Continuity Planning aims to minimise the impact of disruptions during a disaster while maximising resources
available to resume normal operations. The Board recognises that it is crucial to ensure business continuity in case of
significant disruption or disaster. A Business Continuity Plan (BCP) for the Group has been established since 2005
and is being continuously reviewed to reflect changes in risk profiles and organisational structure. This Plan focuses
on the sudden inability of television and radio networks to provide services to its clients because of the loss of
physical assets and broadcasting capability. In this respect, the Group has formulated a comprehensive plan that
covers all actions to be taken before, during and after a disaster, with the following objectives:
• Minimise disruption of services to all levels of clients and stakeholders;
• Minimise financial loss;
• Ensure a timely (and prioritised) resumption of business operations in the event of disaster or disruption;
• Provide particular emphasis on information services and computer operations, given the integral relation between
Information and Communications Technology and all parts of the television stations’ operations;
• Ensure a safe and secure working environment and provide other assistance to help staff cope with the disruption
and their individual workloads; and
• Provide adequate communications internally and externally in the event of disaster or disruption to operations.
Among the measures taken during the year was to relocate all Outside Broadcast Vans (OB) to an off-site location to
ensure continuity of transmission during the event of a disaster at Sri Pentas. The Engineering Department which is
responsible in restoring the transmission signal for broadcasting had conducted tests to ensure that OBs are able to
broadcast from the off-site location.
62/63
MPB has during the year appointed a third party to provide managed services for its ‘warm site’ facilities and off-site
tape management.
•
Occupational Safety and Health Policy
The Group has in place an Occupational Safety and Health (OSH) Policy and one of its subsidiaries, Sistem Televisyen
Malaysia Berhad (TV3) had in 2006 successfully obtained the Occupational Health and Safety Assessment Series
certification (OHSAS 18001:1999) awarded by BVQI for establishing, implementing and maintenance of a safe,
healthy and conducive workplace related to broadcasting activities. This certification has been renewed for another
year upon a satisfactory audit carried out by BVQI in September 2008. TV3 has established a dedicated OSH team to
assist in the development of safety and health rules and is also involved in ensuring compliance to health and safety
regulations at MPB ground events.
•
IT Security Master Plan
In view of the Group’s increasing use of IT as a business enabler and the increasing risk associated with cyber
threats, the ICT Strategy Committee Board has approved the development of the Enterprise Security Architecture
(ESA), an Information Security Management System in accordance with ISO 27001.
An Information Security Audit Framework, a subset of the ESA has also been established to measure the
effectiveness of the implementation of the ESA.
The Corporate Information Security Policy (CISP), which was developed and communicated to all staff, covers the
management of information, data security and provides guidelines on the acceptable use of MPB IT resources. The
CISP also provides basic guidance on operational controls related to information security at MPB Group of
Companies.
During the year, the following measures have been taken to ensure that the CISP is adhered to and applied for IT
quality assurance:
• Information Security Awareness sessions conducted to educate users on their roles and responsibilities in
ensuring security measures are applied throughout their daily operations;
• Continuous anti-software piracy exercise conducted throughout the year; and
• A process audit was conducted by a consultant to determine the compliance and maturity level of Information
Security in MPB.
•
New investments
Risk assessment are included in business proposals for acquisitions and investments in new business ventures in
order to ensure that decisions are made after assessing the significant risks associated with the proposed
investments. During the year, risk assessments had been performed on acquisitions such as Radio Wanita Berhad
and regional ventures. CGRM had also conducted a business process review on MPB’s interest in Philippines in order
to streamline operations and improve existing business processes.
This statement is made on the recommendation of the Audit Committee to the Board of Directors and as per the
Board’s resolution dated 18 March 2009.
audit
committee
report
1
MEMBERS OF THE AUDIT COMMITTEE
TAN SRI LEE LAM THYE
Independent
DATO’ ABDUL MUTALIB
BIN DATUK SRI
MOHAMED RAZAK
Independent
DATO’ GUMURI
BIN HUSSAIN
Chairman / Independent
Member of the Malaysian
Institute of Certified Public
Accountants, Malaysian
Institute of Accountants
and is also a Fellow of the
Institute of Chartered
Accountants in England
and Wales.
TAN SRI MOHAMED
JAWHAR
Independent
64/65
2
ATTENDANCE AT MEETINGS
The Audit Committee held a total of four (4) meetings during the financial year 2008 and the details of attendance of the
Committee members are as follows:
18th ACM
25 Feb 08
19th ACM
26 May 08
20th ACM
26 Aug 08
21st ACM
20 Nov 08
NA
√
√
√
√
√
√
√
Dato’ Abdul Mutalib Bin Datuk
Seri Mohamed Razak
√
√
√
√
√
√
√
√
Dato’ Dr Mohd Shahari Bin Ahmad Jabar
(Resigned effective 29 April 2008)
√
NA
NA
NA
(Resigned effective 29 April 2008)
√
NA
NA
NA
(Appointed as Audit Committee Chairman
effective 29 April 2008)
ACM : Audit Committee Meeting
NA : Not Applicable
√
: Attend
In addition to the Committee members, the Group Managing Director, Group Chief Financial Officer and the Group
General Manager, Corporate Governance and Risk Management were also invited for each meeting. The Company
Secretary is responsible for the co-ordination of administrative details including calling for meetings and keeping of
minutes.
The Audit Committee Chairman submits a summary of matters discussed to the Board of Directors after each meeting.
The Chairman is also responsible to update the Board about Committee activities and make appropriate
recommendations when necessary. This is to ensure the Board is aware of matters that may significantly impact the
financial condition or affairs of the business.
The Chairman has explicit right to convene meetings with both the internal and external auditors without the presence of
other directors and employees. The Audit Committee held two meetings with the external auditors on 25 February 2008
and 26 August 2008 respectively in the absence of Management and Executive Directors. The Chairman of Audit
Committee had separate meetings with the Group General Manager, Corporate Governance and Risk Management prior
to every scheduled Audit Committee meeting.
3
TERMS OF REFERENCE
The Audit Committee of Media Prima Berhad (MPB) is guided by the following Terms of Reference in performing their
duties and responsibilities:
audit
committee
report
3.1
Composition of Members
1. The Committee must be appointed from amongst its Directors which fulfil the following requirements:
i. The Audit Committee must be composed of not less than three (3) members;
ii. A majority of the members must be independent directors; and
iii. At least one member of the Audit Committee:
~ Must be a member of the Malaysian Institute of Accountants (MIA); or
~ If he is not a member of the MIA, he must have at least 3 years’ working experience and:
• He must have passed the examination specified in Part I of the 1st Schedule of the Accountants
Act 1967; or
• He must be a member of one of the associations of accountants specified in Part II of the 1st
Schedule of the Accountants Act 1967.
2. The Chairman shall be an Independent Non-Executive Director.
3. No alternate director is appointed as a member of the Audit Committee.
4. In the event of any vacancy in the Audit Committee resulting in the non-compliance of the above
requirements, the Company must fill the vacancy within 3 months.
5. The Company Secretary shall act as Secretary to the Committee.
3.2
Scope
1. The Audit Committee shall be granted the authority to investigate any activity of the Company and its
subsidiaries and all employees shall be directed to cooperate as requested by members of the Committee.
2. The Audit Committee shall be empowered to retain persons having special competence as necessary to
assist the Committee in fulfilling its responsibilities.
3. The Audit Committee shall provide assistance to the Board in fulfilling its fiduciary responsibilities particularly
relating to business ethics, policies, financial management & control.
4. The Audit Committee, through regularly scheduled meetings, shall maintain a direct line of communication
between Board, External Auditors, Internal Auditors and Management.
5. The Audit Committee shall provide greater emphasis on the audit functions by increasing the objectivity and
independence of External and Internal Auditors and providing a forum for discussion that is independent of the
Management.
6. The Audit Committee may invite any person to the meeting to assist the Committee in decision-making
process and that the Committee may meet exclusively as and when necessary.
7. Serious allegations that have financial implications against any employee of the company shall be referred to
the Audit Committee for investigation to be conducted.
3.3
Authority
The Audit Committee shall have the following authority as empowered by the Board of Directors:
1. Have authority to investigate any matter within its terms of reference;
2. Have the resources which are required to perform its duties;
3. Have full, free and unrestricted access to any information, records, properties and personnel of the Company
and any other companies within the Group;
4. Have direct communication channels with the external auditors and person(s) carrying out the internal audit
function or activity (if any);
5. Be able to obtain independent professional or other advice; and
6. Be able to convene meetings with the external auditors and internal auditors together with other independent
members of the Board at least once a year or whenever deemed necessary.
66/67
3.4
Duties and Responsibilities
The duties and responsibilities of the Audit Committee with the following groups will be as follows:
Duties and responsibilities of the Audit Committee
Board
1. To obtain satisfactory response from management on reports issued by internal and external auditors and report to the Board:
• Significant findings identified and the impact of the audit findings on the operations;
• Deliberations and decisions made at the Committee’s level with focus given to significant issues and resolutions
resolved by the Committee, on regular basis; and
• A summary of material concerns and weaknesses in the control environment noted during the year and the
corresponding measures taken to address the issues.
2. To oversee the function of the Group Risk Management Committee and report to the Board significant changes in the
business and the external environment, which affect key risks;
3. Where review of audit reports of subsidiaries and any related corporation also falls under the jurisdiction of the Committee,
all the above mentioned function shall also be performed by the Committee in co-ordination with the Board of Directors of
the subsidiaries and related corporation;
4. To review arrangements established by management for compliance with any regulatory or other external reporting
requirements, by-laws and regulation related to the MPB Group’s operations; and
5. To consider other areas as defined by the board.
Internal Auditors
1. To discuss problems and reservations arising from the interim and final audits, and any matter the auditor may wish to
discuss;
2. To oversee the internal audit function by:
• Reviewing the adequacy of the scope, functions and resources of the internal audit function, and that it has the
necessary authority to carry out its work;
• Reviewing the internal audit programme, the results of the internal audit programme, processes or investigation
undertaken and ensure that appropriate action is taken on the recommendations of the internal audit function;
• Reviewing any appraisal or assessment of the performance of members of the internal audit function;
• Determining and recommending to the Board the remit of the internal audit function, including the remuneration of the
General Manager, Corporate Governance and Risk Management;
• Approving any appointment or termination of senior staff members of the internal audit function;
• Informing itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to
submit his reasons for resigning;
• Ensuring on an on-going basis that Internal Audit has adequate and competent resources;
• Monitoring closely any significant disagreement between Internal Audit and Management irrespective whether they
have been resolved; and
• Ensuring that Internal Audit reports are not subject to the clearance of the Management, save for purposes of
presentation to the Group Risk Management Committee.
3. To consider the major findings of internal investigations and management’s response.
External Auditors
1. To consider the appointment of the external auditor, the audit fee and any questions of resignation or dismissal;
2. To discuss with the external auditor before the audit commences, the nature and scope of the audit, and ensure coordination where more than one audit firm is involved;
3. To review the assistance given by the employees of the Company;
4. To discuss with the external auditor, his audit report and his evaluation of the system of the internal controls; and
5. To review the quarterly and year-end financial statements of the company, focusing particularly on:
• Any changes in accounting policies and practices;
• Significant adjustments arising from the audit;
• The going concern assumption; and
• Compliance with accounting standards and other legal requirements.
Related Party Transaction
1. To consider any related party transactions that may arise within the company or group including any transaction, procedure
or course of conduct that raises questions of management integrity.
audit
committee
report
4
ACTIVITIES OF THE AUDIT COMMITTEE
The Committee carried out the following activities during the year in discharging its duties and responsibilities as
stipulated in its Terms of Reference:
5
4.1
Risks and Controls
• Reviewed the progress of the risk management function in its ongoing identification and monitoring of key
organisational risks and the controls implemented by the respective operating units in managing those risks.
• Reviewed and deliberated on the Group corporate risk profile.
• Evaluated the overall effectiveness of the system of internal controls through the review of the results of work
performed by internal and external auditors and discussions with Senior Management.
• Reviewed the results of the Annual Assessment exercise.
• Reviewed the Internal Control Statement and Audit Committee Report prior to their inclusion in the Company’s
Annual Report.
4.2
Financial Results
• Reviewed the Group’s quarterly results before recommending to the Board for their approval and release of
the Group’s results to the Bursa Securities focusing on the following areas, where relevant:
~ Listing Requirements of the Bursa Securities;
~ Provisions of the Companies Act, 1965; and
~ Applicable approved accounting standards.
• Reviewed the audited financial statements of MPB and its subsidiaries with the Group Chief Financial Officer
and the external auditors before recommending to the Board for their approval.
4.3
External Audit
• Reviewed with the external auditors their audit plan, strategy and scope of the statutory audits of the Group
accounts for the financial year ended 31 December 2008.
• Reviewed the results and issues arising from their audit of the year end financial statements and their
resolution of such issues highlighted in their report to the Committee.
• Reviewed their performance and independence before recommending to the Board their re-appointment and
remuneration.
4.4
Internal Audit
• Reviewed the internal audit plan for the financial year ended 31 December 2008 ensuring the principal risk
areas were adequately identified and covered in the plan.
• Reviewed the scope and coverage of the audit over the activities of the respective operating units of the
Group and the basis of assessment and risk rating of the proposed areas of audit.
• Reviewed and deliberated on audit reports and follow-up reports conducted by the internal audit.
• Reviewed the recommendations by internal audit and appraised the adequacy and effectiveness of
Management response in resolving the audit issues reported.
• Reviewed the corrective actions taken by Management in addressing and resolving issues as well as ensuring
that all issues were adequately addressed on a timely basis.
• Reviewed the adequacy of resources and the competencies of staff within the internal audit function to
execute the plan and the results of their work.
• Appraised the performance of the General Manager, Corporate Governance and Risk Management.
4.5
Related Party Transactions
• Reviewed related party transactions for compliance with the Listing Requirements of the Bursa Securities and
the appropriateness of such transactions before recommending to the Board for its approval.
4.6
Training
• Members of the Audit Committee have attended seminars and/or training programme in the year 2008
including the Global Brand Forum and “Corporate Governance – Directors’ Duties and the Challenges Ahead”.
Training on financial literacy has been planned for the Audit Committee members in 2009.
INTERNAL AUDIT FUNCTION
The Group has an established in-house internal audit function carried out by the Corporate Governance and Risk
Management Department (CGRM). CGRM, headed by the Group General Manager, Encik Sere Mohammad Mohd Kasim
reports to the Audit Committee. The activities of CGRM are guided by the Internal Audit Charter which was developed in
2003 and revised in February 2008.
68/69
The Audit Charter was revised to better reflect the roles, responsibilities, accountability and scope of work of the
Department and also to enable the internal audit function to remain relevant in the context of new challenges and
opportunities in the changing global business and economic environment.
CGRM, through a systematic and structured approach is responsible for the following:
• Provide independent assurance to the Board and Management that adequate and effective internal control system is
in place to safeguard company’s assets;
• Reference point to ensure effective implementation of policies and procedures and agent of change to promote risk
management and best corporate governance practices; and
• Assist business units in risk assessment and developing effective risk management strategies in achieving identified
business objectives.
During the year, the Internal Audit has completed and issued reports for 15 assignments. Out of this, 13 audits were as
per the Audit Plan approved by the Audit Committee and 2 audits were ad-hoc audit engagements. These were carried
out in accordance with the Annual Audit Plan or on ad-hoc basis at the special request of either the Audit Committee or
Management. The audit conducted in 2008 covers a wide range of operational areas within the Group which include
Business Development, operational review of newly acquired subsidiary, Human Resource Management, Project
Management, Drama Production and Content Acquisition. The resulting reports of the audits undertaken were presented
to the Audit Committee and forwarded to the Management for attention and necessary actions.
Internal Audit was also in attendance at major competitions based programmes organised by the Group Television Networks
such as Anugerah Juara Lagu, One in A Million, Project SuperStar, MyStarzLG, Akademi Al Quran, Akademi Nasyid and
Idola Kecil to provide independent verification and confirmation of the competitions results and/or SMS votes.
Internal Audit attended stock-takes and assets disposal exercise within the Group to ensure due process has been
observed and complied with according to formalised Policies and Procedures. Ground events organised by the Group,
such as Karnival Jom Heboh, Sua Rasa and Perkampungan Hadhari were also participated by the Internal Audit for
observation and identification of areas for process improvements. The total operations cost of the department for 2008
was RM951,018.
CGRM is a Corporate Member of The Institute of Internal Auditors Malaysia (IIAM). As a member, the department receives
the monthly IIA’s Internal Auditor Journal. The Journal provides up to date and pertinent information on auditing techniques,
applications, trends, and best practices that has been a good reference to the department. CGRM has been selected by
the management to be the first placement for the Group’s Business Executive Programme for 3 years in a row.
To improve customer service and quality of audit work, the department has undertaken the following initiatives:
• Communication sessions with Management on internal audit activities and planning of audits so that areas of
Management concern are covered;
• Conducting control and risk awareness workshops; and
• Implementation of online Client Satisfaction Survey.
CGRM personnel participated in the following training and/or conferences during the year, in order to enhance their skills
and knowledge and to continuously provide value added services to the Group:
• Asia Media Summit 2008
• National Conference on Internal Auditing 2008
• Media Regulatory Awareness
• Content Regulation Workshop
• Developing and Implementing the Business Continuity Plan
• High Impact Operational Audit of Human Resources Management
The Management is responsible for ensuring that corrective actions on reported weaknesses as recommended are taken
within the required timeframe. The Internal Audit continuously monitors the implementation of audit recommendations
through periodic follow-up reviews. The Internal Audit also works closely with external auditors to resolve any control
issues and assists in ensuring that appropriate Management actions are taken. Management is also responsible for
ensuring that a written report on action planned or completed is sent to the Chairman of the Audit Committee and the
Group General Manager, Corporate Governance and Risk Management.
The CGRM Department is contactable via cgrm@mediaprima.com.my.
This report is made on the recommendation of the Audit Committee to the Board of Directors and as per the Board’s
resolution dated 18 March 2009.
5-year
financial
highlights
GROUP
Year ended
31 Dec 2008
RM’000
Year ended
31 Dec 2007
RM’000
Year ended
31 Dec 2006
RM’000
Year ended
31 Dec 2005
RM’000
Year ended
31 Dec 2004
RM’000
Revenue
781,290
691,339
534,689
399,689
328,405
Profit Before Taxation
159,264
149,095
105,651
64,317
49,432
Net Profit After Taxation
72,446
117,440
82,994
54,794
33,856
Net Profit Attributable To Equity Holders
86,023
117,440
80,282
56,245
37,713
Minority Interests
13,577
–
(2,712)
1,451
3,857
Share Capital
853,811
842,183
763,852
600,109
540,658
Shareholders’ Funds*
551,302
559,613
314,131
36,470
256,921
10
14
11
9
7
Return On Shareholders’ Funds (%)
13%
21%
26%
150%
13%
Net Assets Backing Per Share (RM)
0.64
0.66
0.41
0.06
0.48
2,217
2,061
1,871
1,779
1,385
Earnings Per Share (sen) (Basic)**
Number Of Employees ***
*
Shareholders’ Funds : Share Capital + Share Premium + Other Reserves + Accumulated Losses
**
Earnings per Share (Basic) : Net Profit After Taxation and Minority Interests of RM86,023,000 (2007 : RM117,440,000) and the weighted
average number of ordinary shares in issue of 845,483,000 (2007 : 817,212,000)
*** 2008 number of employees includes employees of MPB Primedia Inc.
04
535
328
400
05
06
06
07
07
04
55
34
08
05
06
RM’ Million
GROUP PROFIT BEFORE TAXATION
RM’ Million
GROUP REVENUE
691
No. of Employees
05
RM’ Million
GROUP SHAREHOLDERS’ FUND
04
GROUP EMPLOYEES
RM’ Million
NET PROFIT AFTER TAXATION
70/71
781
149
159
106
64
49
08
04
314
257
36
560
551
07
08
83
04
05
1,779
05
06
06
07
07
08
117
2,061
2,217
1,871
72
1,385
08
share
price chart
Volume Traded (‘000)
Share Price (RM)
3.5
350
300
3.0
250
2.5
200
150
2.0
100
1.5
50
0
1.0
31.12.04
30.06.05
VOLUME TRADED
SHARE PRICE
31.12.05
30.06.06
31.12.06
30.06.07
31.12.07
30.06.08
31.12.08
viewership and
listenership data
72/73
Source: AGB Nielsen Media Research
AUDIENCE SHARE BY DEMOGRAPHIC (ALL TV)
32.8
31.7
44.9
2008
43.2
MALAY 6+ (UNIVERSE :10,799,144)
% Viewership Share
TOTAL 6+ (UNIVERSE :17,333,371)
% Viewership Share
2007
8.1
6.2
7.1
6.5
4.9
TV3
ntv7
5.3
8TV
TV9
9.5
3.1
TV3
18.2
27.2
10.7
4.2
2.0
ntv7
2.4
8TV
TV9
28.1
17.3
16.5
4.5
1.5
TV3
AUDIENCE SHARE BY DEMOGRAPHIC
(ALL TV) 2008, TOTAL6+
URBAN 6+ (UNIVERSE :11,337,132)
% Viewership Share
6.7
ntv7
8TV
1.6
TV9
MEDIA PRIMA
Hot FM
OTHERS
Fly FM
50%
50%
6.7
7.1
5.5
TV3
ntv7
6.8
6.0
8TV
7.5
TV9
470
LISTENERSHIP - RADIO NETWORK
Reach 000’s all people 10+
CHINESE 6+ (UNIVERSE :4,782,922)
% Viewership Share
15.9
378
483
2997
3964
4314
Survey #2 2006
Survey #2 2007
Survey #2 2008
sharing the moment
News, entertainment, information and events
that change our lives – our stations have
become a much loved member of the family,
always there and always faithful.
chairman’s
statement
Dear Stakeholders,
2008 was a challenging year for the country
as global negative sentiments arising from
the sub-prime crisis in the US made its way
into the country’s economy in the second
half of the year. The financial meltdown of
leading global economies has seen the
effects of the financial crisis reaching out
and impacting all economies across the
globe; curtailing the development of smaller
economies that are dependent on the
manufacturing and exports sectors.
Coupled with rising crude oil prices throughout much of last
year, organizations began tightening their belts and cutting
back on their various expenditures, in anticipation of worse
things to come. Many still remember the challenges we faced
during the recession a decade ago, and understandably,
corporate Malaysia took the safe and cautious approach,
especially in the second half of 2008.
The country’s GDP growth too recorded a marked decline
towards the end of the year, although the Government’s swift
action to arrest and mitigate the impact of the global vagaries
on the local economy by reducing petrol prices, introducing
tax and other fiscal incentives, has helped in part to reassure
a jittery domestic market.
Against this backdrop and on behalf of the Board of
Directors of Media Prima Berhad (“Media Prima”), I am
pleased to present the Annual Report and Audited Financial
Statements of the Group and Company for the financial year
ended 31 December 2008.
Maintaining strong financial performance
Despite the difficult market conditions in the second half of
2008, Media Prima was resilient enough to continue registering
strong revenue and profits to record another excellent financial
result for the year under review.
76/77
For the year ended 31 December 2008, Media Prima posted a net profit after tax excluding results of investment acquired
exclusively for sale, of RM117.7 million which is on par with the RM117.4 million recorded in 2007.
Net revenue increased strongly by 13.0% to RM781.3 million from RM691.3 million, while profit before tax (PBT) increased by
7% to RM159 million from FY2007. The results achieved are an affirmation of our strategies as the Group continues to
register growth and maintaining profits amidst soft advertising market conditions.
It is interesting to note that only in 2002 was the Group was recording a revenue and net
loss before tax of RM240.7 million and RM1.8 million respectively, reflecting how far the
Group has grown over the last 7 years.
GROUP
Year ended Year ended Year ended Year ended Year ended
31 Dec 2008 31 Dec 2007 31 Dec 2006 31 Dec 2005 31 Dec 2004
RM’000
RM’000
RM’000
RM’000
RM’000
Revenue
Profit Before Taxation
Net Profit After Taxation
Net Profit Attributable To Equity Holders
Minority Interests
Share Capital
Shareholders’ Funds*
Earnings Per Share (sen) (Basic)**
Return On Shareholders’ Funds (%)
Net Assets Backing Per Share (RM)
Number Of Employees***
781,290
159,264
72,446
86,023
13,577
853,811
551,302
10
13%
0.64
2,217
691,339
149,095
117,440
117,440
–
842,183
559,613
14
21%
0.66
2,061
534,689
105,651
82,994
80,282
(2,712)
763,852
314,131
11
26%
0.41
1,871
399,689
64,317
54,794
56,245
1,451
600,109
36,470
9
150%
0.06
1,779
328,405
49,432
33,856
37,713
3,857
540,658
256,921
7
13%
0.48
1,385
*
**
Shareholders’ Funds : Share Capital + Share Premium + Other Reserves + Accumulated Losses
Earnings per Share (Basic) : Net Profit After Taxation and Minority Interests of RM86,023,000 (2007 : RM117,440,000) and the
weighted average number of ordinary shares in issue of 845,483,000 (2007 : 817,212,000)
*** 2008 number of employees includes employees of MPB Primedia Inc.
More significantly, we have maintained our core objectives in creating
value for our employees, customers, business associates and society as
a whole. The impressive financial performance, amid trying circumstances,
was a result of the hard work and commitment shown by our
employees, support and advice of the Board which let to the
successful execution of our strategies in creating strong
brands across different media platforms.
While television continues to be the main
income earner, outstanding performances by
the radio and the outdoor divisions contributed
significantly to the bottomline. Our associate
company, New Straits Times Press (Malaysia)
Berhad also performed creditably, increasing
its net profit by 40% from RM33.8 million
recorded in 2007 to RM47.4 million on the
back of higher advertising revenue, especially
from Harian Metro the No.1 daily newspaper in
the country, and through its stringent control in
operating expenses.
Chairman, Media Prima Berhad
chairman’s
statement
Given the satisfactory performance, and our favourable
cash flow position, the Board is pleased to recommend a
final gross dividend of 6.7 sen per share. Based on profit
from continuing operations, this represents a dividend pay
out ratio of 50% which meets the target set under the
dividend policy announced by the Board to shareholders
three years ago.
Growth through consolidation and regional expansion
The Group’s media assets currently cover television, content
creation, radio, print, outdoor and online/new media, making
it one of the largest media investment groups in Malaysia.
After expanding aggressively organically and through
acquisitions in the past three years, 2008 was a year of
consolidation where we ensured that each of the media assets
strived to be the best in its class for each of their target market.
At the same time, we remained opportunistic in our
investment and took the opportunity to expand our radio
operations by undertaking another acquisition of Radio Wanita
Sdn. Bhd. which was announced in November 2008 and
completed in January 2009. We then re-launched the station
as One FM, a radio network targeted towards Chinese
audience below the age of 30. We are confident that this will
prove to be another successful acquisition similar to that of Fly
FM and Hot FM and will enable us to expand our radio
offerings to the advertisers.
78/79
As new investment opportunities domestically are already
close to saturation, we embarked on an ambitious strategy
to venture beyond our shores to seek opportunities within
the region in early 2008.
This led to the proposed setting up of the MPB Strategic
Media Fund Limited Partnership (“the Media Fund”), a
private equity fund to be set up for the purpose of investing
in media assets across South East Asia and other Asian
emerging markets. The Media Fund will be Media Prima’s
vehicle for its regional expansion plans in line with its
strategy to grow and diversify the Group’s earnings and
enhance shareholders value.
The fund’s maiden investment will be in the Philippines,
through MPB Primedia Inc. (currently a subsidiary of Media
Prima), which entered into a block airtime and consultancy
agreement with ABC Development Corporation one of the
top three television networks in the Philippines. However,
given the delay in the financial closing of the Media Fund
due to the global financial crisis, and consistent with
prudent accounting standards, Media Prima has taken a
net charge (excluding minority interests share) of RM31.7
million, pending the closing and transfer of the investment
to the proposed Media Fund.
In keeping with our efforts to go regional, we have also
explored opportunities in Oman and Pakistan recently. The
outcome of these initiatives has been successful to a large
extent, where the areas of interest include co-operation in
news content-gathering, joint production of programmes
and the exchange of documentaries and drama shows.
Media Prima, by virtue of its vast experience, will also be
extending its expertise to help these countries further
develop their respective media industries, by providing
input on broadcast operations as well as personnel training.
In terms of content development, we have consolidated our
operations to house the production teams of the respective
television stations under new subsidiary Primeworks
Studios Sdn. Bhd. (“primeworks studios”). This will enable
us to capitalize on cost savings to off-set rising production
costs and improve efficiencies through shared resources.
primeworks studios will also be exploring opportunities to
export content to other countries, including possible JV’s
with foreign production houses.
Awards and recognition
Conducting business in a transparent and accountable
manner has always been the hallmark of successful
companies. At Media Prima, we pride ourselves in operating
the business based on good corporate governance and on
strong ethical values. Our achievements in 2007 have carried
through to 2008, and I am pleased to announce that once
again we have been duly recognised by a series of awards.
For the second consecutive year we have been voted as
the best managed Malaysian company in the mid-cap
category in Finance Asia’s 2008 poll for Asia’s best
managed companies. In the annual exercise conducted by
Finance Asia, over 200 fund managers and equity analysts
across the region voted for Media Prima in terms of overall
management, corporate governance, investors’ relations
and commitment to paying dividends.
Media Prima also maintained its ranking by the Minority
Shareholder Watchdog Group (MSWG) as the 7th best
company for corporate governance among 690 public listed
companies surveyed. This is a clear testimony of the
responsibility and dedication of the team at Media Prima to
ensure we are accountable for our actions. Moving forward,
we will continue to uphold this strong governance culture to
ensure our shareholders’ interests are always safeguarded.
T h e a w a rd s f o r c o r p o r a t e g o v e r n a n c e w e re f u r t h e r
complemented by numerous achievements and recognition
won at the corporate level as well as by individual brands.
Among the more notable ones were the following:
•
Media Prima was awarded the “Brand Laureate Awards
2008 for Corporate Branding in Electronic Media” from
Asia Pacific Brand Foundation (APBF). Based on Brand
Strategy/Identity, Brand Culture, Integrated Brand
Communications, Brand Equity and Brand Performance,
the award reaffirmed the market’s recognition of the
Group’s efforts to create value for its shareholders;
chairman’s
statement
•
TV3 was ranked in the top 15 among Malaysia’s Most Valuable Brands by the Association of Accredited Advertising
Agents (4As) Malaysia and The Edge. The valuation was conducted by world-renowned Interbrand and reflected
TV3’s position as one of the most watched television station.
•
ntv7 received due recognition for The Arena, a live football chat show held during the Euro 2008 finals. The show
garnered the sole Malaysian nomination at the Asia-Pacific Broadcasting Union Prizes 2008 under the TV Sports
category.
Corporate responsibility
Being a media owner, we are acutely aware that we bear a unique corporate responsibility (CR).
We have the ability to influence the hearts and minds of Malaysians and we are committed to
ensuring that our media platforms not only entertain but also enrich society as a whole.
Through our news and current affairs programmes, we take our role seriously to communicate
issues that affect the lives of ordinary Malaysians, and we have in place editorial values,
production guidelines and content policies to ensure that our programmes are of the highest
quality, fair and accurate.
80/81
In addition to socially responsible
programming we, as a Group, have also
embarked on various initiatives in an effort to
do our part in enhancing the lives of our
employees, customers, partners and the millions
of Malaysians that make up the viewers, listeners and
readers of our various media assets. Since 2007, our
corporate responsibility activities have revolved around three core areas – education; environment; and communities.
Our contribution to education currently focuses on two main initiatives - the 8TV Scholarship Fund and our involvement in the
Government-led PINTAR project. The 8TV scholarship fund was set-up with the objective of providing opportunities to
deserving students to further their studies beyond their secondary education. In 2008, the fund stood at RM1 million and has
benefited 39 students in pursuing undergraduate degrees, diploma and foundation courses in various disciplines.
The PINTAR project, on the other hand, places emphasis on under-privileged schoolchildren and under-performing
schools. As one of 32 companies participating in the project, Media Prima had adopted two schools in Penang in 2006
as part of the initial pilot project. Working hand-in-hand with NGOs and other interested partners, we have formulated
various activities for the students of the two schools, which include workshops, career development programmes,
motivational talks and family seminars. The results have been encouraging as seen by the marked improvement in the
schools’ PMR and SPM examination results.
On the environmental front, Media Prima has continued in its commitment to reduce its energy consumption and cut
down on its solid waste production. Concerted efforts have been made to educate our employees on energy
conservation as well as on recycling efforts in a bid to minimise the impact on the Malaysian environment. As a broadcast
company, we continue to inform and educate the public on environmental causes through environment-themed
programmes and editorial coverage on environmental issues.
We also strongly advocate CR among our subsidiaries and I am pleased to note
that on their own initiatives, they initiated various programmes from raising
awareness on issues affecting communities to contributions to the various
charitable funds in the country. These have included raising funds for the
unfortunate under TV3’s Tabung Bersamamu as well as the victims of wars such as
those in Darfur and natural disasters closer to home such as the flood in Pahang.
Although the outlook for 2009 remains uncertain, Media Prima will not
compromise on its obligations as a responsible corporate citizen, as CR
initiatives have always been and will always be an integral part of our
operations. We are continuously looking to enhance our contributions to
society and we aim to further improve on the efforts we have expanded in
2008, an account of which is detailed in the following pages.
Human resource – our most important asset
Amid the challenges we faced in 2008, the Group’s creditable performance
was in no small part due to the dedication and professionalism of the
m a n a g e m e n t a n d e m p l o y e e s . A s a m e d i a g ro u p , w e re c o g n i s e t h e
importance of developing the people that work for the Group and have
initiated various programmes to nurture and develop these talents. These
include internship initiatives, management training and a progressive
succession plan. The succession plan for top management and the
continuing talent pool development are an integral part of our strategy and
critical to the future success of Media Prima. We are also placing strong
emphasis on employee welfare, where we have in place a number of
initiatives to create a conducive and productive working environment.
chairman’s
statement
Facing the challenges in the year ahead
T h e o u t l o o k f o r 2 0 0 9 re m a i n s u n c e r t a i n w i t h s o m e
predicting continued worsening of the global economic
and financial crisis. We are entering uncharted territory
which makes any sort of financial predictions for the year
ahead extremely difficult.
We are hopeful that additional economic stimuli by the
government will be introduced in 2009 to sustain foreign
and private investments. Although GDP growth is expected
to further soften and maybe even contract, it is important
that we continue to play our role in boosting consumer
confidence. I believe that Malaysia will be able to weather
the storm if both the public and private sectors work
together to rejuvenate the economy.
We are cognizant of the challenging market environment
ahead and the impact that the anticipated slowdown in
advertising spend will have on the industry and our own
financial performance. However we are optimistic that with
our diverse range of media assets we will be able to
navigate through these challenging times. The Group’s
fundamentals remain strong and we have the right team in
place to ensure that we continue to operate efficiently and
prudently, given the present business conditions.
Television networks will continue to remain our main
growth driver but we expect our radio networks and
outdoor operations to pick up and build on what they
achieved in 2008 and contribute significantly to the
Group’s revenue and earnings in 2009. We also expect to
partly start monetizing our investment in New Media, which
has shown progress in 2008.
We will also continue to explore opportunities abroad, but
may shift our focus from just direct investments to more
operational collaborations with media groups within the
re g i o n . A S E A N a n d o t h e r p a r t s o f d e v e l o p i n g A s i a
collectively represent large untapped markets and such
operational joint ventures will benefit all parties.
82/83
Acknowledgements
During the year under review, we welcomed Dato’ Gumuri
Hussain as Independent Non-Executive Director on the Board of
Media Prima, following the retirement of Dato’ Dr Mohd. Shahari
Ahmad Jabar. Dato’ Gumuri took over from Dato’ Dr Mohd.
Shahari as Chairman of the Audit Committee and I am confident
the Group will immensely benefit from his extensive experience.
Meanwhile Abdul Rahman Ahmad, Media
Prima’s Group Managing Director/
Chief Executive Officer, has
resigned from his position
as a member of the
audit committee to
emphasise the
clear
separation between
management operations and
the audit process to further enhance
corporate governance and accountability.
Other movements within the Group include Dato’ Amrin
Awaluddin, who took over from Dato’ Sri Farid as CEO of
TV3, while Suridah Jalaluddin has been appointed to fill the
position of CEO, ntv7 with Mohammad Azlan Abdullah
assuming the position of CEO, Big Tree Outdoor.
Our performance in 2008 is a reflection of the Group’s
resilience as a whole and I would like to offer my sincere
gratitude to all our employees, whose unflagging
enthusiasm, hard work and dedication
have shown through during this
challenging period. Credit
must also be given to the
management team as
well as my colleagues
on the Board for
ensuring that
our goals and strategies remain
on track for further success.
The financial year under review also saw several management
changes. Following the set-up of our regional operations,
Dato’ Sri Ahmad Farid Ridzuan was appointed to head our
international operations while remaining the Group CEO of
Television Networks.
I would also like to express my appreciation to our
customers, investors and business partners for their
unwavering support. Throughout the year we had also
received tremendous support and guidance from the
Government, in particular our regulators, the Ministry of
Energy, Water & Communications, and the Malaysian
Communications & Multimedia Commission for which we
are extremely thankful.
In November, Dato’ Syed Faisal Albar, the Group Managing
Director of our associate company, New Straits Times Press
Berhad, resigned from his position to take on the helm at
Pos Malaysia Berhad. The Board would like to express its
appreciation to Dato’ Syed Faisal for his contribution to the
Group. His position at NSTP has been filled by Dato’
Anthony Firdauz Bujang, formerly the CEO of ntv7.
Despite the uncertainties that loom ahead, I have the
unshakeable belief that through the continued co-operation
and commitment of everyone, the country and our Group
will emerge stronger from this period and build on the
success that we have had.
Chairman, Media Prima Berhad
corporate responsibility
Fund raising, promoting better education for our
children, maintaining a conducive workplace,
conserving our environment and transforming the
lives of those we can – no matter how it is done,
we do it from our heart when it needs to be done,
because touching the lives of Malaysians is what
we do every day.
corporate
responsibility
86/87
corporate
responsibility
INTRODUCTION
A desire to deliver results and to exceed the expectation of the
market - that is the raison d’ être of business. But it is by no
means the whole story. Today, the world is faced with
challenges that go well beyond the balance sheet and
businesses have a duty and a responsibility to play their part
in addressing issues that impact upon society as a whole.
Concerns about climate change, poverty and the wellbeing of
the community are real issues and they are not going to go
away. It is in the long term in the interest of society that we
find effective ways to address these critical challenges, not
only to preserve the quality of life today but to ensure that for
the future generations. That is why we at Media Prima are
placing emphasis on ‘doing the right thing’ as a company and
on for the sake of all our stakeholders.
In this day and age, we believe that the term “corporate
social responsibility” (CSR) is not comprehensive as it does
not reflect the responsibilities of a company. Our efforts, as
an extension to our values go beyond the social
perimeters. Moving forward, we will use the term
“corporate responsibility” (CR) as it better captures our
holistic commitment toward a more sustainable future.
In order to increase the impact of our efforts we have
decided to focus on four overall themes:
• Developing Our Community
• Optimising the Workplace
• Engaging the Marketplace
• Conserving Our Environment
We believe that these themes capture the key highlights of
our activities during the year and the material sustainability of
challenges that we will face in the coming years. Our efforts
to further embed our values throughout our organisation will
be guided by our dedication to these themes.
As a company, growing a business has impacts on the
climate. So while serving these communities and generating
strong revenue growth, we must ensure that there is no
detrimental impact to the environment as a consequence. We
believe that we can grow our business while also contributing
more favourably to the environment and chiefly, without
imposing significant costs or constraints on our operations. In
the following years, we will have a climate change
commitment focusing on improving our energy efficiency. Our
view is that when we can protect the environment and
improve our Company’s efficiency, we are supporting the long
term sustainability of the business.
It is not for philanthropic purposes that we have decided to
embrace these issues. On the contrary, we believe that by
u n d e r s t a n d i n g t h e d y n a m i c s o f t h e s e a re a s a n d b y
contributing to solutions that matter, we will also improve our
position in the market and maximize the value of our company
for the future. No company can sustain a healthy position in its
chosen market if it does not anticipate changes in a broad
societal context.
This report describes how we are addressing social and
environmental needs through our core business activities in a
responsible manner. It looks ahead at the opportunities and
challenges and gives examples of how we are embracing
these through our activities, services and our people.
Engaging with All Our Stakeholders
As a media company, our strength is in what we do,
broadcasting and delivering information to our audience. Our
audience in many cases themselves form a part of a long
value chain and most CR issues do not lie within the
boundaries of one single part of the chain. More and more,
people are becoming aware of these issues and hold
companies responsible for them in their supply chain.
88/89
In the year under review, we look to go beyond the social
concerns of our community to include others such as
environmental issues especially concerning climate change.
The challenges in the area of climate change are manifold.
Where do we begin and where does it end? What are the
boundaries of our sphere of influence? How can we use this
influence to increase awareness for climate change and to
what extent and at what price? The debate on these
questions is fundamental and has only just started.
DEVELOPING OUR COMMUNITY
At Media Prima we believe we have to take appropriate
actions rather than wait for international consensus. We are
actively developing policies to deal with CR issues. We value
the opinion of our key stakeholders, suppliers, employees,
regulators and non-governmental organizations. We take the
time to listen to our stakeholders so that we can understand
their views on business and corporate responsibility and
address their needs and concern.
PROMOTING EDUCATION
Through this interaction, we have been able to reorganize our
approach in corporate responsibility. Please know that we
welcome your feedback and suggestions; and you can
contact us through communications@mediaprima.com.my.
Media Prima is committed to making a tangible contribution to
the societies in which it is active and aims to promote the
social inclusion of disadvantaged groups. For many years
now, the commitment has been expressed through our
broadcast programme highlighting social issues, promoting
education and helping vulnerable groups in society to be
included in the economic and social dynamic of society.
We believe education is fundamental to socioeconomic
development, as we create, build and encourage educational
programmes for students of all ages. Our programmes focus
on sponsoring education; reading and literacy; businesseducation and other local needs. Some highlights of our
education programmes are as follows:
corporate
responsibility
PINTAR Project
The Promoting Intelligence, Nurturing Talents, Advocating
Responsibility (PINTAR) project was launched on 17
December 2006 by Second Finance Minister; Tan Sri Nor
Mohamed Yakcop. The programme was initiated by the
Ministry of Finance and driven by Khazanah Nasional together
with Government-Linked Companies (GLCs) with patronage
from our Prime Minister, Y.A.B. Dato' Seri Abdullah bin Haji
Ahmad Badawi. It is a demonstration of the GLCs
contributions to society as outlined in the Silver Book (one of
the 10 GLCs Transformation initiatives launched by the
Putrajaya Committee on GLC High Performance). It is aimed
at helping to raise awareness of the importance of education
and improving the academic standards of underprivileged
children and under-performing schools. This was our second
year in adopting SMK Jelutong and SMK Hutchings located in
Penang.
Recognising the prevailing needs of the special needs
students and parents, Dr. Zasmani is currently aiding students
at SMK Jelutong as part of her personal community effort. It
pleases us to know that our efforts have had a spill-over effect
into the community to assist the school. We hope that our
future activities will have the same impact - encouraging
others in the community at large to start volunteering their
time and efforts as well.
Through our involvement in PINTAR, we are pleased to see
the programme’s effectiveness in increasing the school’s
performance. Figure 1 compares the number of students who
passed Penilaian Menengah Rendah (PMR) in 2007 to 2008.
Number of SMK Jelutong’s Students who Passed PMR in
2007 and 2008
250
Studies have shown that parental involvement works,
regardless of demographics, financial status or race when it
comes to making a difference in a child’s academic and
personal performance growth. Noting this, we engaged Dr.
Zasmani Shafiee who was in the National Team for Autism,
Asperger’s Syndrome in Maudsley Hospital. Given her
experience working with adults and adolescents with learning
disability and autism, we organised a Family Day with Dr.
Zasmani in an effort to get parents more involved in the
students’ education activities. During the talk, she touched on
topics such as time management, planned family activities
and family involvement; reminding them of their impact on the
child and that schooling improves when they have engaged
and involved parents. This resulted in improved student
achievement, reduced absenteeism, better behaviour and
higher confidence amongst the children.
2007
2008
STUDENTS
200
150
100
50
0
BM
ENG
HIS
GEO
ISL
MATH SCN
KT
ERT
CHN
Figure 1: The graph illustrates the number of SMKJ students who passed
PMR from 2007-2008
SMK Jelutong‘s Penilaian Menengah Rendah 2008 results has
improved by 11.6 percent despite the increase in the student
population. The passing percentage increased by 13.4
percent in English, Mathematics and Science. Figure 2, below
refers to number of students who achieved As in PMR since
the beginning of the programme.
Number of SMK Jelutong’s students who achieved As in PMR
in 2007 and 2008
2007
2008
3
STUDENTS
In 2007, we launched the Executive Workshop themed “Our
School Our Life” in which 120 people comprising
representatives from the schools’ communities participated.
From the session, activities such as motivational talks for PMR
and SPM students, examination workshops, academic
excellence award, family day, study visits to Sri Pentas and
student leadership camps were suggested in hopes of
improving the five issues regarding the school improvement.
The issues were improving the school academic issues,
creating the school as a community based place, creating a
sense of more than just a school, cultivating school pride and
creating a conducive creative environment. All of the
suggested activities were executed throughout the year with
positive response from the students.
2
1
0
8As
7As
6As
5As
Figure 2: The graph illustrates the number of SMKJ students who achieved As
in PMR from 2007-2008
90/91
In 2008, SMK Jelutong was given the recognition as the best
secondary school for students with special needs. The number
of special needs students in the school has increased from 59
in 2007 to 69 in 2008. SMK Jelutong has been nominated to
be a cluster school focusing on Pendidikan Khas Bermasalah
Pembelajaran (PKBP) as a niche area of the school. We were
especially proud when Muhammad Hafizuddin bin Jamal from
SMK Jelutong who, despite his autism, achieved 6As for PMR.
He consistently attended our programmes and we believe his
achievement gives credence that our various programmes
have had a positive impact on students.
Passed Five SPM Main Subjects
88
STUDENTS
86
In Sijil Pelajaran Malaysia (SPM), SMK Jelutong’s passing
percentage increased by 22.15 percent despite the increase
of students that sat for SPM. For Bahasa Malaysia, Moral
Studies, Science, Principles of Accounts and Biology, passing
percentage increased by 9.8 percent and the number of
students who passed their Bahasa Malaysia oral test
increased by 5.63 percent. Figure 3 illustrates the number of
students who passed five SPM main subjects for the year
2006 and 2007 has increased by eight students.
The PMR results for SMK Hutchings showed an average
increase of 18 percent for Bahasa Malaysia, History,
Mathematics and Chinese. Although there were not many
activities organised with SMK Hutchings, we intend to see
more activities planned for 2009.
84
82
80
78
76
74
2006
2007
Figure 3: The graph compares the number of SMKJ students who passed
five SPM main subjects.
It was encouraging to see great achievements in the
academic results of the schools that we have adopted under
the PINTAR Project. We are looking forward to continuing the
programme and hope to have a more hands-on approach,
especially with SMK Hutchings in future activities. We hope
that by participating in the PINTAR Project, we will be able to
pave the way in playing our role in developing and steering our
younger generations toward the right direction.
corporate
responsibility
8TV Scholarship Fund
The 8TV scholarship fund was established in 2006 to provide
education opportunities to deserving students in the country.
Successful students received scholarships that covered their
tuition fees for their undergraduate degree, diploma and
foundation levels in various disciplines. The scholarship
programme, in collaboration with SEGi College saw an
increase in scholarship funds of up to RM1,000,000.
Value of scholarships offered from 2006-2008
1,2000,000.00
1,000,000.00
RM
800,000.00
600,000.00
400,000.00
200,000.00
0.00
2006
2007
2008
Figure 4: The graph illustrates the value of scholarships offered from 20062008. In 2008, there were 39 beneficiaries of the 8TV scholarship fund.
NSTP RHB Spell-It-Right (SIR) Challenge
The objective of the SIR programme was to cultivate and
encourage reading habits among the young as we believe
that vocabulary knowledge comes from reading. For this, we
received the kind support of RHB Bank Berhad, Longman,
various universities and shopping malls. The programme was
launched on 15 April 2008 by the Deputy Prime Minister of
Malaysia, Y.A.B. Dato’ Sri Najib Tun Razak. The challenge
was televised through TV3 to raise the interest and
awareness amongst our younger viewers to learn and love
the language.
92/93
Four NST-NIE sessions were held in Subang Jaya where
parents donated a minimum of three books. The campaign
mostly focused on residents of Subang Jaya via NST’s pullout
“Street”. We collected 420 books over the two-month
campaign. The campaign served in promoting educational
values for children and served as a relevant and good
extension of NST’s brand value which is to promote usage of
English language among our youth.
The challenge was open to teams from various schools and
divided into primary and secondary school categories. We
received an overwhelming response - more than 1,959
participants from 207 primary and 283 secondary schools.
We are proud to report that we received such positive
response from the public, parents, teachers and students that
we extended the challenge to lower primary school students
from age seven to nine. We are proud that we have
successfully instilled a desire to master the English language
and boost students’ confidence level.
NSTP School Sponsorship Programme
NST launched a school sponsorship programme whereby
schools within our distribution areas were provided with the
New Straits Times newspaper. This project was made possible
with the help of individuals and corporations that sponsored
discounted newspapers to schools all around Malaysia.
We accomplished this by providing 4 million copies of
newspapers to 2,058 rural and semi-urban schools. We also
organised Newspaper-in Education (NiE) workshops to 4,000
teachers and students to encourage teachers to use
newspapers as a teaching tool in the classroom. Progress on
the efforts and the feedback from teachers and students were
then reported annually to the sponsors. The programme’s
objective is to improve the students’ English comprehension
while highlighting the role of newspapers as a useful
educational resource.
NST Book Donation Campaign
Sometimes, helping others does not necessarily mean
donating money, and that is why we launched the NST Book
Donation Campaign. The purpose of it was to promote
reading of English materials among children. The public was
invited to donate any English reading materials in exchange for
free entries to attend NST’s-NiE Educational Session. The
donated books were then given to two orphanages; Rumah
Amal Desa Nyireh in Semenyih and Rumah Nur Salam at
Chow Kit.
Public Seminar on Business Fraud
We were delighted to join HELP University in their effort to
promote greater awareness on the need to understand issues
concerning business fraud. NST, Berita Harian and Harian
Metro were the official newspapers for HELP University
College’s International Seminar on Business Fraud in
September 2008. Our involvement reflected our role to
promote good business etiquette among Malaysian public via
our publications. We are glad to be able to help a local
academic institution establish a new and much needed
discourse in Malaysia. Going further, we held a public seminar
with small business owners in Bangsar about business fraud
to create better understanding of fraud issues that are
prevalent today.
Global Brand Forum Malaysia 2008 (GBF)
The forum focused on bringing global best practices to
energize, transform and raise brand consciousness of local
marketeers and brand owners as well as prepare brands to be
globally competitive. The forum was a once in a lifetime
opportunity to interact with, listen to and get practical brand
ideas directly from the world’s most influential brand gurus and
practitioners who have created and advised the world’s most
powerful brands such as Oliver Stone (Oscar Award - Winning
Hollywood Director), Jim Stengel (former Global Marketing
Officer of Proctor & Gamble), Stewart Butterfield (Founder of
Flickr.com) and Martin Lindstrom (Youth Marketing Futurist).
This forum was a platform that provided a powerful networking
opportunity, allowed one to pick the best business practices
and helped to inspire a person to reflect and ultimately
engineer change in the way brands and businesses are
viewed. Recognizing this, we gave out 200 complimentary
tickets to undergraduate and graduate students to attend the
forum held at the Palace of the Golden Horses in December
2008. This enabled the students to have the chance to learn
from the masters, absorbing practical applications through
workshops provided, to network with industry market leaders
and influencers from across various countries.
corporate
responsibility
OUR ROLE IN SOCIETY
In our view, CR means more than just broadcasting
programmes to our audience and being a responsible
organisation. Media Prima’s commitment to society is
expressed among other ways, through our fundraising efforts,
volunteering time with orphanages and our sponsorship
activities. Below are the highlights:
In the spirit of volunteerism
Our existence intertwines with the community that surrounds
us and we relish the thought that we could play a role in the
community. Although there are a lot of us here in Media Prima,
we all work towards the same common goal. ntv7 embarked
on a series of initiatives; the Doraemon Outing Day to visit the
cancer patients under palliative care at University Malaya
Medical Centre, breaking fast with the orphans of Rumah
Penyayang in Klang, educational visit to Zoo Negara with
orphans from Rumah Hope, Rumah Raudah, Anbu Illam and
Rumah Kids.
Fundraising for worthy causes
We realised that not all members of the community are as
equally fortunate. The unfortunate ones are not only here in
our country but stretched across the world. We are a global
citizen company and that is why our humanitarian efforts
begin at home and end up at all corners of the world. Below
are descriptions of our fundraising efforts and their
beneficiaries:
Tabung TV3, Bersamamu
Well in its twelfth season and already a household name,
Bersamamu managed to raise a total of RM400,750 during
the year under review. Throughout the year, contributions from
Bersamamu have been distributed to Pertubuhan Pesakit
Parah Malaysia, Sungai Buloh Community Centre, Taman Mini
Malaysia & Mini ASEAN, UCOM Placement Centre and
countless individuals all around the country. The fund is
managed by an independent body, Amanah Raya Berhad
(ARB) as its trustee and all pay-outs made are based on the
review and approvals by ARB.
Tabung Dapur Untuk Darfur, TV3
As mentioned, our humanitarian efforts have a global
outreach. Seeing the atrocities in Darfur, we launched Tabung
Dapur Untuk Darfur TV3. Patronised by our Deputy Prime
Minister, Y.A.B. Dato’ Sri Najib Tun Razak, the fund managed
to raise an astounding RM855,473.99.
To-date, we have contributed a water pumping system and 15
generator sets, donated 26 cows for the Ibadah Korban Darfur.
The funds were also utilised to construct four handicrafts
workshops as well as purchased raw materials such as leather
and generators for the workshops as part of our intention to
promote a sustainable economy for the Darfur refugees.
Our trips to Darfur also included members of Dewan Pemuda
Masjid Malaysia and volunteers from Malaysia medical
students who are currently studying in Egypt. The objective of
the trip was to set up medical tents, provide clean water
source and distribution for food. We are grateful for the help
provided by the Prime Minister’s Office of Malaysia, Ministry of
Foreign Affairs, State Government of South Darfur, Sudan and
to all people who have worked together to make the effort
successful.
The General Tabung TV3
The General Tabung TV3 was created in 2002 initially for the
purpose of aiding those in need. Over the years it has evolved
to support a wide range of causes. In 2008, it contributed
towards the Tunku Azizah Fertility Foundation, Malam Jalinan
Kasih, S.K. Sentosa Jaya, Asrama Baitul Ummah and Fakir
Miskin Semporna Sabah.
UNHCR-Hands of Hope
A survey finding by the United Nations High Commissioner for
Refugees (UNHCR) in January 2008 revealed that an
astounding 39,000 persons of concern were registered with
UNHCR in Malaysia-12,800 from the Northern Rakhine State
of Myanmar, 19,200 ethnic minorities from Myanmar while the
remaining were those from other countries. Out of the
amount, 11,400 were women and 9,200 were children below
the age of 18.
In view of this, our television networks provided airtime
support for UNHCR to promote the Hands of Hope public
awareness campaign on refugees. This first of its kind
awareness campaign on refugees in Malaysia, made through
a collaboration between UNHCR and a creative agency in
Kuala Lumpur, consisted of thought provoking and a highly
creative set of media materials. It began with a small group of
concerned individuals who volunteered their time and
harnessed their creativity to give a voice to the voiceless – the
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refugees, all with the objective to humanise and to clear
prevailing misconceptions pertaining to the refugee issue, the
most common being the inability to distinguish between a
refugee and a migrant.
Sponsorship of various causes
We are committed to give our support to issues that will yield
the greatest benefit to the communities that we serve; including
healthy living, education, climate change and safety.
The campaign material aired across our television networks
was also aimed at providing the refugees with a platform to
collectively share their grievances on what compelled them to
make a decision to seek refuge outside their homeland and
the difficulties faced upon stepping foot in foreign lands.
8TV is actively involved in supporting community service
messages like the Breast Cancer Awareness, AIDS Awareness
and collaborated with UNICEF to promote World Children’s Day.
Given the vast capacity of audience reach through our
television networks, we hope to have been able to mitigate the
plight of the refugees while, at the same time, eliminate social
stigmas that were likely to arise with regards to refugee issue.
To further strengthen our support for the Hands of Hope
campaign, we have also extended an invitation to a
representative from UNHCR to appear on one of our talk
shows to not only enhance the public’s knowledge on the
issue but to also act as a call-to-attention for individuals and
organisations interested in this humanitarian cause.
Road Safety Campaign
Big Tree partnered with PLUS, Elite and Linkedua in a
Merdeka-cum-Road Safety Campaign by providing overhead
bridges and billboard space during the balik kampung festive
rush period. It is part of our conscious effort to remind people
to drive safely. Our online portals through Alt Media joined this
effort by providing tips for a safe drive home to loved ones.
Big Tree also contributed funds to various charitable causes
such as, Saving Lives in Africa by The One Foundation, Breast
Cancer Awareness Charity Gala Dinner 2008 by Breast
Cancer Welfare Association and the YTL Climate Change
programme. Next year, we hope to develop a more systematic
way to monitor our contributions and how it has affected the
community around us. With optimistic spirit, we hope we will
be able to do a better job in raising awareness and educating
our public.
Fostering corporate stewardship
As a leading company in Malaysia, we know that we have to
lead the way. We also realised our efforts are more effective if
it received support from others. Throughout the year, our
activities have involved both the government and private
sectors.
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NSTP Charity Fund
As part of its fund-raising initiative to channel financial aid to
young children with congenital heart diseases, NSTP
organised two sports events during the year:
as an impetus to further motivate its nominees and for others
to emulate their efforts. As a partner in this initiative, we are
heartened by these outstanding citizens nominated to the
award humanitarian deeds.
NSTP-Tropicana Charity Golf Tournament
In June 2008, NSTP organised the NSTP–Tropicana Charity
Golf Tournament which raised RM100,000 for the NSTP
Charity Fund.
OPTIMISING THE WORKPLACE
CEO & Celebrity Charity Tennis 2008
Given the success of the NSTP-Tropicana Charity Golf
Tournament, Lawn Tennis Association of Malaysia and NSTP
organised the CEO & Celebrity Charity Tennis 2008 in
conjunction with ECM Libra Junior Tennis Championship in
December 2008. The participants consisted of 44 players,
which included CEOs, celebrities and ambassadors. The
donation surpassed its original target of RM32,000 to reach
RM75,000.
Recognising Good Samaritans
Introduced in 2004, NSTP-PwC Malaysian Humanitarian
Award is an award that seeks to bring national attention and
recognition of Malaysians for their outstanding public service
and those who went beyond the normal call of duty to
perform selfless deeds of a humanitarian nature. It also acted
We know from experience that a holistic business model that
takes environment and social factors including workplace
atmosphere into consideration with every business decision
makes for a stronger business. Investing in our employees
creates a complete cycle of engagement, improvement and
community building. A workplace in which all of our
employees can take pride in, is fundamental to our business
model.
We believe that Media Prima is a great place to work. We do
this by:
• Innovative continuous learning programmes that foster
self-development
• Offering a comprehensive total rewards programme
• Maintaining a thriving workplace with an inclusiveness
culture of mutual respect and openness
• Promoting wellness through a variety of proactive safety
and health programmes
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Recruiting the Best Talents
Media Prima is increasing its exposure and reputation in the
Malaysian labour markets. Our aim is to attract top talents
and at the same time maintain a high profile in the local
market. We are not just looking for the smartest individuals
but also for people who fit our diverse media platform and
corporate culture.
We seek talented individuals at every level within our company
and we hope to be able to provide a variety of development
programmes to prepare our employees to assume greater
leadership within the company. Nurturing from within our
organisation helps provide opportunities for growth and career
advancement that will be attractive to our employees. We
hope in the next year we will reach our goal of filling 25
percent of our open positions from within our company.
But as much as we like to hire from within, we also work with
our local communities to identify promising talents that will
lead to a diverse workforce at all levels of our company. We
hope to create a governance board that will explore best
practices in building and sustaining diversity. Currently there
are six women serving at the top level management, of
which there is one Chief Executive Officer and a Chief
Operating Officer.
Employer of Choice
In a survey conducted among 15,000 Malaysian final-year
university students in Malaysia, Britain and Australia, Media
Prima secured 12th spot on the list of Malaysia's 100 Leading
Graduate Employers 2008. The survey was conducted by GTI
Specialist Publishers to identify the top 100 employers for
which undergraduates would most want to work upon
finishing university. It also aims to recognise the strength of
employer brands on campus and help employers find the right
graduates for their organisations.
Promoting Continuous Learning
We believe that engaging in continuous learning would propel
our growth to scale newer heights. For this Media Prima
initiated The EMBA Twinning Programme for its staff, to offer
an opportunity at a sustainable academic future.
Launched in mid 2003, the programme aimed to provide a
succession plan by grooming potential managers and creating
a talent pool for future leadership roles. This was part of the
Group’s effort in creating functional agility and greater flexibility
to react to future changes. The EMBA programme was in
collaboration with University of Cambridge, UK and Berne
University of Applied Sciences, Switzerland. Classes were
conducted at Sri Pentas on the weekends by a professor from
Berne University.
During the first intake of the programme, the Group fully
sponsored 26 managers of various managerial positions. The
second intake, which took place in 2005, saw 23 students
partially sponsored by the Group. Media Prima has invested a
total of almost RM1 million for the programme. During the
graduation ceremony in Zurich, Switzerland on 14 February
2008, 35 employees attended the ceremony to mark the
successful completion of the programme.
Human Capital Development
During the year under review, Media Prima has allocated a
budget of RM1.9 million to develop our talents, of which 73
percent was utilised. Currently, a functional programme is
ongoing to enhance our staff’s current skills in the core
groupings. We have developed a structured curriculum for
production teams consisting of cameramen, broadcast
journalists, studio directors and editors. We believed in
nurturing the talents within our company and it is a good way
to show our employees that we care about their career
development. In 2009, we will encourage staff to fully utilise
the budget allocared to development programmes.
Leadership and Management Programme
With Media Prima’s operation taking on an increasingly global
perspective, it is absolutely critical that the managers working
at the front line understand how businesses around the world
operate. During the year, two staff from top management were
sent to attend the prestigious Harvard University programme
on Strategies for Media Company to further their
understanding.
In partnership with Motorola University and Learning Edge
Consultants, two pilot programmes on leadership began in the
last quarter of 2008. The programmes were ‘Developing
Leadership for Manager Level’ and ‘Emerging Leadership for
Executive’. 41 staff attended the programme and the
evaluations we have received from them are most promising.
As part of continuous development of our key talents in the
organisation we organised retreats for the board of directors,
senior management and talent pool. The talent pool consists
of executives and junior management staff identified by the
Heads of Departments to be high potential. It is Media Prima’s
way of cultivating and identifying fresh talents and ideas as
part of succession planning.
Certifying Our Talents
With the incorporation of primeworks studios, we worked to
up-skill our staff by developing an internal curriculum on
various core areas in production. Module 1, ‘Media Regulatory
Awareness’ kicked-off in the third quarter of 2008. The other
modules will follow suit in 2009.
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We also introduced functional certification programmes in
2008 such as ‘Certificate in Business Accounting’ for our
Group Finance staff, OSH Safety Officer Certification and
Counselling Diploma for our human resource staff.
Knowledge Sharing
As part of our role in creating awareness and sharing of new
information, skills and technology, our Management
Information System, OSH and Regulatory Affairs units
conducted various in-house awareness sessions to update
employees. This is done frequently to ensure that all staff are
updated on best practices in the industry.
Apart from formal programmes, we organised benchmark
visits for our staff to be exposed to other organisation’s best
p r a c t i c e s . I n 2 0 0 8 , 8 T V ’s t e a m v i s i t e d M e d i a C o r p ,
Singapore and TV9 ventured to Oman TV as part of our
knowledge exchange and sharing effort. We hope to see
more of such visits in the future. In keeping abreast of the
latest media developments in Asia, a delegation of staff
attends the Broadcast Asia Exhibitions in Singapore on an
annual basis.
Our Unique Benefits
An important part of our mission is to meet and exceed the
needs and aspirations of our employees. In 2008, and against
the soaring cost of fuel, we were able to introduce an austerity
drive that offered hardship allowances of RM100 per month to
our employees earning less than RM5,000 monthly.
Our employees’ family is as important as our employees. In
2008, NSTP initiated the ‘Intensive Tuition Classes’ programme
for the staff’s children undertaking their UPSR, PMR and SPM
examinations. The tuition focused on four key subjects;
Mathematics, English, Bahasa Malaysia and Science. The
tuition was for half-day classes conducted on weekly basis for
three months involving reputable teachers and a total of 50
students. Besides tuition on the four subjects, students were
given tips on answering exam questions, quizzes and
anticipated examination questions. These actions are aligned
with our focus to enhance our children’s education.
In efforts to recognise all Media Prima staff’s children’s
performance in school, we introduced the Education
Excellence Awards to incentivise their achievements. The
rewards are as follows:
Exam
Performance
Year End School Exams
(Primary and Secondary)
UPSR
PMR
SPM
STPM
1st in class
100
5A
6As and up
6As and up
5 Principles
150
200
250
300
Children that performed the best in each category, received an
extra RM100.
Promoting e-Internal Communications
An internal online portal was created in 2006 to ease
communications and engage with staff regarding new
developments and events within the organisation. This online
portal called PeopleConnect, packed with information from all
departments within the Group reduces the need for paperbased newsletters and memos and is consistent with our
initiative to reduce waste. After two active years, we are in the
midst of a make-over for the site to drive more reader-friendly,
relevant and interesting content to all.
Human Resource Customer Satisfaction Survey
As part of our efforts for continuous improvements, the
Group’s Human Resource Department (GHRD) introduced a
Customer Satisfaction Survey to assess the level of service to
staff and general internal climate in 2005.
The survey has been conducted annually as part of our open
workplace value and to take consideration of our employees’
perception of the workplace. A focus group is currently
ongoing and will need to conclude before the survey results
will be completed and can be shared with the staff. Upon the
disclosure of the result we will implement an action plan on
any improvement deemed necessary.
Management-Employee Meet
The Management-Employee Meet is a time where top
management and staff meet annually. It is conducted in the
fashion of town-hall session where everyone is free to share
their opinions. From the management angle, it is a chance to
address the performance of the Group, explain business
direction and initiatives for the new year. We feel that it is
important that our employees know our goals and the ways
we are approaching them. By doing this, we make sure that
everybody is at par and have a common vision and mission.
From the employees’ perspective, this is the time to raise
issues, make constructive suggestions or comments directly
to the senior management. Any issues that were brought up
by the staff at the town-hall sessions are addressed
immediately and directly by the top management.
Reward (RM)
Media Prima Sports Carnival
The Media Prima Sports Carnival is an annual sports event
with participation from all companies, business units and
departments in the group. It is a highly anticipated event for us
and promotes sportsmanship amongst the staff. More than 15
sporting events are open to all, both indoor and outdoor.
98/99
Celebrating Our Cultural Diversity
During each festive season, we subsidise selected food items
for staff. The subsidy would include mandarin oranges for
Chinese New Year, meats and mutton for the respective Eid
and Deepavali festivities. These benefits are available for all
staff regardless of religions and beliefs, for all festivals. This is
part of our initiative to ease the staff’s personal expenditure
during those seasons.
The Group also conducted three additional programmes for
the Muslim staff in the company. A Majlis Berbuka Puasa that
took place on 4 September 2008 saw staff and children from
two orphanages treated with sumptuous foods and beverages
while being entertained by local artistes. In conjunction with
Ramadhan, the Group continued its tradition of distributing
bubur lambuk (porridge) to its employees on 18 and 24
September 2008. Annually, the Group also provides a special
Umrah and Haj package for its employees whereby the cost
for first time pilgrims are subsidised by the company. For this,
employees were given the opportunity to apply for an
instalment via salary reduction for 10 months.
Upgrading the staff canteen
In 2008, following feedback from our staff, our canteen was
upgraded to the standard of a cafeteria to ensure the comfort
of our staff during break and lunch. Now with a pleasant
ambiance plus extra seating, the cafeteria caters to over
1,000 staff based at Sri Pentas. The quality of the food and
prices are constantly monitored and a dedicated smoking
area was created directly outside the cafeteria to ensure a
pleasant and smoke-free rest area for non-smokers.
Continuous improvements
Media Prima is fully committed to provide a working
environment that provides comfortable and dynamic
environment for employees. Our Group Human Resource
Department has identified the following areas of improvement:
• Improvising our recruiting scheme – The HR Planning
department will work closely with Heads of Departments
on the Company’s human capital plan. This will refine our
recruitment cycle and hiring criteria. We also plan to widen
our search to have more diverse candidates.
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•
•
•
•
•
We plan to have a yearly training calendar published for
staff’s reference. This is to increase staff’s awareness on
the training conducted.
To conduct more diverse activities - We plan to include
more activities that involve staff’s families and the non
Muslim staff.
We are looking into finding new car park space as the
parking space we have now is rather limited and unsafe.
We are in the process of reviewing our current benefits
particularly the medical coverage for both outpatient and
inpatient treatment.
We seek to improvise the process of claims reimbursement.
Ensuring a Healthy and Safe Workplace
Quit Smoking Campaign 2008
Our campaign began with a talk on quitting on 19 June 2008
by our campaign partner Pfizer. 80 participants took part in
the campaign. We had a success rate of 10 percent, while
others showed marked reduction in smoking from two boxes
of cigarettes to two cigarettes per day. Upon completion of
the campaign, Pfizer sponsored a Championship Party on 7
November 2008 at Sri Pentas to honour those who quit
smoking completely. Their colleagues were invited to celebrate
this monumental victory with them.
Media Prima Health Week
Our Health Week took place from December 15 to December
19 and activities included aerobic competition between sports
houses. We also invited Amy Beh, a celebrated chef to
demonstrate healthy cooking methods to our employees. A
blood donation campaign with National Blood Bank was also
organised with a total of 41 staff donating their blood during
the week.
Complimentary Executive Health Screening Programme
Beginning in 2008, the company offered complimentary
Executive Health Screenings for 683 staff between ages 3039 and 700 staff aged 40 and above. The screenings included
an ECG plus full blood, cholesterol and glucose tests. These
screenings were done as part of prevention and to ensure that
the staff maintains healthy and balanced lifestyles. All staff
who participated in the screening was given a Medical Check
Up Report Card as a record of progress for areas of
improvements.
In order to serve the growing workforce better, the in-house
clinic, Klinik Bakti was upgraded and renovated to have a
more comfortable seating area and consultation room. Service
hours were extended from 8:30 a.m. to 7 p.m. to provide for
the staff on duty at extended working hours.
100/101
Promoting Employee Safety
In our efforts to ensure a safe working environment we are driven to conduct development programmes and engage employees
involvement. It was for this reason, that in 2006 we pursued to have our facilities OHSAS 18001 certified. We also established
processes, such as the Safety and Health Management Programme that defines the mechanism for the identification of hazards
and assessment of the risks that may happen in workplace. We also develop a Risk Action Plan that engages associates in the
development and implementation of policies, procedures and risk reduction activities. A series of 18 interactive development
modules has been issued to our facilities to cover for the full range of company safety requirements.
We are concerned about and saddened by any injury or loss of life associated with our operation. We work hard to ensure our
employee understand and follow good safety practices and we continue to improve our efforts. In 2006, we launched the
Sistem Television Malaysia Berhad (STMB) Occupational Safety and Health Policy that aimed to ensure an Accident and Illness
Free Environment. The system, which is adhered to by all business units under Media Prima, ensures that all legal requirements
are complied with and that all hazards are identified and risks assessed.
In accordance to OHSAS 18000:1999, any occupational accidents and diseases must be reported. Employees are to fill in the
“Internal Incident Report Form” and submit it to OSH Unit and Human Resource Department. In general, the MPB Internal
Incident Report is not only meant for reporting accidents, but to also encourage employees to report for prevention and to
improve the working environment and work procedures.
We are pleased to report that this year there were no incidents that led to fatality. In 2008, 15 forms were filled up regarding
incidents that happened. The incidents are summarized in the table below.
Incident Description
Type of Accident
Lost Days
Non ergonomic transportation seats
Others
NA
Water filter for canteen operator
Others
NA
Food Poisoning - Karnival Jom Heboh Perlis event
First Aid
NA
Motorcycle fall - Abrasion wounds, right eye swollen First Aid
5
Fall during training - Swelling at right side of the forehead
fall at entrance ramp of basement parking
First Aid
NA
Tug of war during training - Fractured ribs
First Aid
NA
Road accident - Minor head concussion
First Aid
NA
Lightning strike
Near Miss
NA
Collapsed Arabian canopy with falling chandelier
Near Miss
NA
Fire Incident - Rubbish dumpster caught fire outside of building
Dangerous Occurrence
NA
Trapped in lift during power outage
NA
Collapsed scaffolding platforms
NA
Injured while exiting toilet - cut at lower right arm
Lost workdays
11
Scuffle with a group of men
Lost workdays
2
Carpal Tunnel Syndrome
Lost workdays
15
In 2007, our Risk Management team has identified several issues and in 2008, we have taken steps to mitigate the risks. Due to
risks of slips, trips and electricity shock we require our contractors to adhere to safe work practices at all our ground events.
Addressing the safety and ergonomic issues identified last year, we have installed our company vehicles with ergonomic seats.
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We established the Media Prima OSH Committee which
consisted of a balance component of management and
employee representation from various group companies and
departments. The function of the committee is to manage
safety and health activities including accident prevention
group wide. There is also an OSH Sub Committee member
appointed at every department and business unit that
manages their safety and health activities within the OSH
Management System. The subcommittee maintains all
relevant records at departmental level including accident
prevention and reporting activities. This is to ensure the
implementation of OSH Objective and Targets is in-line with
the departmental OSH Management Programme.
Our goal and progress can be summarized in the table below:
Goal
Action
Progress
Drive consistent
standards for safety
measurements,
processes and
reporting across
the Media Prima
system
Established a
continuous
improvement
platform for
managing
workplacehealth and safety
for our Company
To date,
our facilities
are OHSAS
18001certified
Table 2: The table summarises the progress of the safety programme
The OSH Management System required the person in charge
to conduct Risk Assessment and ensure risk control before
any work, assignment or production begins. The inspection
identifies new hazards, mitigates risks and advice on the
corrective and preventive action. The OSH-Management
requires that any incident, accident, near miss, dangerous
occurrence, property damage including unsafe workplace
environment must be immediately reported. This is to prevent
any future incidents from recurring and as a control measure.
It must be reminded that our efforts in mitigating all the issues
are still in process and we hope to report more proactive
solutions in 2009.
All new employees and recruits must go through our OSH
induction. The induction emphasizes on accident prevention
and reporting. There were various OSH trainings conducted
throughout the year and it trains employees at each relevant
function and level so they are aware of the OSH policy,
significant OSH risk and their roles and responsibilities. We
keep our employees informed on the ergonomic and safety
issues through our internal online portal, in-house notice
boards, reminders in the lifts and regular staff emails. All
trainings are conducted by our Human Resource and
Occupational Safety Health (OSH) unit.
We believe that developing a strong and effective safety
culture is essential to the sustainability of our business and is
a key indicator of a well-managed operation. We have a vision
of zero injuries and fatalities, but we are not there yet. Given
the improvements to our culture and operations, we are
encouraged that we are setting a strong foundation for a safe
and healthy future for all our associates and vendors.
ENGAGING THE MARKETPLACE
Investor Relations
Recognising the importance of maintaining transparency, the
Group maintains regular and proactive communication with its
shareholders and investors, with the provision of clear,
comprehensive and timely information through a number of
readily accessible channels such as Corporate Website,
Annual General Meeting and Investors Briefings. The Group’s
Investor Relations policy provides guidelines on the activities
that enable the Board and management to communicate
effectively with the investment and financial community and
other stakeholders including institutional investors, fund
managers, analyst, bankers as well as research and stockbroking houses and the general public in relation to
dissemination of timely, relevant and accurate information
pertaining to the Group.
The Board actively demonstrates and promotes the value of
transparency, accountability and integrity in all its dealings
with its investors to ensure their utmost satisfaction. The
Board also maintains lines of communication with major
shareholders to take heed of their concerns over matters
relating to corporate governance and Group performance.
The Corporate Finance Unit, under direct supervision of the
Group’s CEO, is tasked with the responsibility to respond to
all queries raised by the investors and analysts. This is
particularly important to shareholders and investors for
informed investment decision making. With Annual General
Meetings, Quarterly Analyst Briefings, Investors Road
Shows and press conferences, our stakeholders are able to
meet the Management and be apprised on Group’s
performance and initiatives.
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The Corporate Finance Department has conducted an Investor
Relations survey in January 2009 to assess the levels of
satisfaction and effectiveness of Media Prima’s Investor
Relations activities for 2008. Selected analysts, shareholders
and fund managers were invited to participate in the survey. In
the survey, Media Prima has scored an overall score of 4.36
points (out of a maximum of 5 points) which exceeds Media
Prima’s KPI target rating of 3.75. The Group was also ranked
at 7th place of Best Investor Relations for Malaysia by Finance
Asia magazine.
In line with good corporate governance practice, an annual
programme to meet both local and international investment
communities including the institutional fund managers and
analysts is set at the beginning of the year. To maintain good
rapport and relationship with foreign investors and fund
managers, the Group Managing Director/CEO and the Group
Chief Financial Officer attended presentations and meetings in
London, Paris, Glasgow, Edinburgh and Singapore in a series
of road shows during the year. Briefings with investors and
analysts were also held after each quarter’s announcement of
financial results to the Bursa Securities to explain the Group’s
strategy, performance and major developments and to
address other matters affecting shareholders’ interest.
In addition to corporate announcements, events and
developments are notified to the public via press releases or by
holding press conferences after general meetings or corporate
events. These provide shareholders, analysts and the investing
public with an overview of the Group’s performance and
operations. All press releases are consistent with
announcements to Bursa Securities and all announcements
and disclosures are available to the public in a timely manner
on Media Prima’s website, www.mediaprima.com.my.
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Supporting Our Local Creative Industry
The term of glocalization was introduced in “The World is Flat”
where an individual or company thinks globally but acts locally.
We applied the concept in the term of our competitiveness as
a media company. We offer programme concepts that are
currently popular abroad with a twist, featuring local
contestant and judges. We also support locally made
programmes and provided them with ample amount of air
time. It is our hope as a media company to offer the audience
the best creative works that engage and delight audience.
In supporting the local producers and movie makers, we
initiated a budget close to RM175 million to promote local
content through our TV networks. 42% of the budget is spent
on local in-house content while the rest will be spent for locally
outsourced content.
To galvanise these efforts and enrich our local offerings, we
realise that we have a responsibility to be innovative and open
our doors to new talents. It is with this interest we launched
our content creation arm, primeworks studios and the “What’s
Your Big TV Idea” contest concurrently. The objective of the
contest was to identify, recognize and reward the best and
most innovative TV idea from the general public. Over 2,500
entries were received and only the top 20 finalists were given
the opportunity to pitch their ideas to the top management in
October 2008. The RM20,000 grand prize went to
Nazaruddin Abdullah for his idea on a drama series that is
representative of Malaysia’s current cultural landscape.
Media Prima’s role has also done its share in the development
of the music industry through Anugerah Juara Lagu (AJL). The
Award, which was first introduced in 1986, is a culmination of
Muzik Muzik, a weekly programme broadcasted live through
TV3 and operates as a platform for gifted composers and
artistes to demonstrate their talent to the public.
The competition for this prestigious award began with
submissions by composers to contest in Muzik Muzik. The
compositions will then go through a series of voting by the
viewers and nominees were finally derived from compositions
that garnered the most public votes according to the
respective categories throughout the period of the competition.
These nominations then progressed into the quarter-finals,
semi-finals and the fervently contested finals-AJL.
In the year 2008, some 104 submissions were received to
battle it out in Muzik Muzik, out of which, only 12 compositions
were selected- four songs from each category (Pop/Rock,
Ballads and Malaysian Folk & Ethnic Creative) by a panel of
independent judges to be crowned the best in their respective
categories and also as the ultimate ‘Song of the Year’ for AJL.
The breakdown of compositions per category received for
Muzik Muzik in 2008 were, 50- pop-rock, 39- ballads and 15Malaysian folk and ethnic creative.
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We are proud of the fact that AJL stands to defy the prevailing
notion that independent artistes in Malaysia are incapable of
breaking free from the underground scene. The outcome of
AJL in 2007 took the industry by surprise when Estranged, a
four-piece independent outfit bagged the ‘Song of the Year’
and ‘Best Pop-Rock Song’ awards for their victorious song Itu
Kamu, taken from the band’s self-produced debut album, In
‘In Hating Memory’. Meet Uncle Hussain followed suit at the
2008’s edition of AJL when they bagged awards for their
upbeat composition Lagu Untukmu in the ‘Best Pop-Rock
Song’ and ‘Song of the Year’ categories.
Following their breakthrough success, both Estranged and
Meet Uncle Hussain have not only penetrated the mainstream
music industry and but have also gained the recognition they
so deserved.
Being in the media industry, creativity runs through our veins.
In enriching the Malaysian talent pool we believe in extending
our reach to uncover new blood through our various realitybased competitions. With programmes such as Gangstarz
(TV3) One in a Million (8TV), LG MyStarz (TV3), So You Think
You Can Dance (8TV), Carrefour Duniaku (TV3) Project
SuperStar (8TV), Mentor (TV3), Project Runway (8TV), The
Firm (ntv7), Persona Nona (TV3) Akademi Quran (TV9) and
I Wanna Be a Model (8TV), we are fortified in our role to
develop the local creative industry.
We w e re b o w l e d o v e r t h i s y e a r t o s e e t h e p o s i t i v e
developments in our local animation. This is none other than
the ubiquitous Upin dan Ipin that has broken the mould for
Malaysian animation. The series about the adventures of a
cheeky pair of twin boys has brought the local 3D animation
to the next level. With an average of 1.5 million viewers per
episode, it is without a doubt the most admired local
animation in the country and it went on to win best animated
series at the Kuala Lumpur International Film Festival (KLIFF).
Reaching Our Grassroots
In this age of technology where everything is accessible a click
away, we still love to do things the old fashion way. By this, we
mean that we still love the idea of meeting and engaging with
our audience on a more personal level. We have travelled from
cities to the villages in our efforts to bring our audience closer
to us. These ground events also allow for our audience to not
just see or hear, but to also taste, smell and feel our TV and
radio networks. By this, we hope to ensure that no one is left
out from receiving the latest in entertainment, news and
information.
Our audience’s support is valuable to us and we want to do
something to make them feel appreciated. Our programmes
focused on road shows and organising activities that have
various themes from introducing culture to interacting with
viewers. Below are the highlights of our programmes:
Karnival Jom Heboh
Karnival Jom Heboh was launched in 2003 and has become
an annual event for us. It received approximately 1.4 million
visitors for the year 2008 at various locations all over Malaysia
which makes it the largest ground event in Malaysia. The
carnival is getting bigger and brighter every year with more
things for visitors to see and do. We also conducted live feeds
from each carnival with Konsert Jom Heboh together with one
of the station’s favourite TV shows Melodi.
We also had mini concerts running throughout the Karnival.
Among the artists who graced our Karnival were Misha Omar,
Dato’ Siti Nurhaliza, Jaclyn Victor, Anuar Zain and many more. It
is also a spot for our sponsors to promote their services and
products. Not forgetting our duties to the public, we also
provided the opportunity for an average of 500 small-time
entrepreneurs at each location to set up booths. The vast
crowds that attended the Karnival provided these entrepreneurs
with a window of opportunities to advertise their products while
having the opportunity to engage with their customers. The
Karnival is also a great platform for businesses to launch new
products and raise awareness for them on the ground. Visitors
at the Karnival are also given the opportunity to contribute
directly to Tabung Bersamamu TV3 as an extension of the TV
programme.
Apa Khabar Orang Kampung
Apa Khabar Orang Kampung by TV9 was created and aimed
to foster a closer relationship between TV9 and its rural
viewers. The programme which involves having our staff and
personalities spend two days and one night in a selected
village allows them to spend time with our audiences while
having direct communication to gain feedback. They are no
longer numbers and statistics that represent our ratings and
we are no longer just a TV network.
corporate
responsibility
Karnival Sua Rasa
Eating is the national sport of our beloved country. There is
nothing quite like downing a bowl of piping hot, spicy and sour
laksa. This is why in supporting the favourite pastime of our
nation, we have introduced TV9’s Sua Rasa with more exciting
activities and an even more cheerful concept. The main
attraction was the introduction of a food carnival where we
gathered all the famous local delicacies in one location. We are
in support of the concept of locally made and produced. Sua
Rasa provided ground for the local producers to promote and
introduce their new products and brand. Our TV personalities
also took part in the activity and it has created more interaction
between us and the viewers. The combined on-air and onground activities allow the viewers to experience the
programme beyond their living room. It gives the audience a
more concrete feel, touch and taste of the network. The first
venue kicked off in Melaka followed by Kedah, Johor and
Perak. Sua Rasa attracted more than 500,000 visitors at each
venue and increased steadily with every venue.
ntv7 At the Mall
In conjunction with ntv7’s 10th year anniversary, we
conducted events in cities such as Penang, Johor Bahru and
Ipoh. The two-day weekend extravaganza boasted a myriad
of fun filled activities, live performances, games, contests as
well as meet-and-greet sessions with personalities and
celebrities, was attended by more than 20,000 people.
CONSERVING OUR ENVIRONMENT
Going Green
As a corporate citizen, we are increasingly aware of
environmental issues that surround us, from global warming to
its economic effects. While our news programmes are
committed to exposing the irresponsible behaviours that
irreversibly damage and pollute our environment, we realise
there is still too much that needs to be done in making a
difference towards the sustainability of our environment and
our planet.
106/107
Being a business, waste creation is unavoidable. Over the
years, we have undertaken initiatives to prevent and reduce
waste as part of our waste management policy. Our paper
usage is reduced when we introduced our intranet portal,
PeopleConnect that allows us to send out and share news
and information to our employees without using any paper.
We are currently exploring methods to dispose our electronic
waste responsibly through e-waste management in early
2009. Future discussions on separating our cardboard,
cartridges and toners are currently under review.
Reducing our Carbon Footprint
During the year under review, we began calculating our
carbon footprint. In order to net out Media Prima’s carbon
impact, we will start by reducing our own emissions. For
2008, our electricity usage was RM7.0 million for all our
operations compared to 2007 which was RM8.0 million. Even
with the increase in tariff, we still managed to keep our bills
lower than the previous year.
The water usage for this year was RM2.5 million. It was a
slight increase compared to 2007 at RM 2.0 million.
We gross estimated our carbon emission from our electricity
bills amount to be 199 kg of CO2-e. It is a 46 percent increase
compared to last year but it was expected since there was an
increase in the grid emission factor by 21 percent from
0.594kgCO2/kWh to 0.752 kgCO2/kWh. Our emission factor
was obtained from PE INTERNATIONAL GmbH’s Life Carbon
Inventory and the Malaysia Powergrid Mix (2005-2012) which
represents the latest emission factor data for Malaysia.
However, we still have not accounted for carbon emission
from our transportation and travelling activities. We hope to
improve on our monitoring programme and to have clear
standards of performance and achievable goals set up for
next year.
It Begins at Home
Although 2008 saw more green initiatives, our environmental
programme is not as comprehensive as we would like it to be.
Nevertheless, we are determined to develop an internal
approach and continue on our pursuit to develope an
e n v i r o n m e n t a l p r o g r a m t h a t a d d r e s s e s M a l a y s i a ’s
environmental concerns today.
In support of World Earth Day, 8TV embarked on recycling
campaigns and made conscious efforts to reduce electricity
consumption within 8TV. The network also launched a
programme to recycle advertising materials and promoted
recycling as a lifestyle via its in-house programme like Quickie,
8 Style and 8 E-news.
Our environmental efforts ended on a high note on 22
December 2008 - as Media Prima, its TV and radio networks
joined hands to participate in and support Earth Hour 2009.
As part of the campaign, all TV and radio networks will
encourage its viewers and listeners to sign up at the Earth
Hour website and to switch off all non-essential lights. Media
Prima will also participate to observe Earth Hour by switching
off our non-essential lights at Sri Pentas, while 8TV, Hot FM,
Fly FM and One FM will halt its transmission for an entire hour
as part of this global movement. An internal awareness
campaign was also launched for staff to switch off their nonessential lights at home.
Reflecting our desire to better fulfil our social and environmental
obligations as a corporate citizen, we participated in the 6th
ACCA Malaysia Environmental and Social Reporting Awards
(MESRA). Although we did not receive an award, it was a
learning experience and we were inspired by the CR efforts and
disclosures by other organisations.
We realise there is still a great deal that needs to be achieved
before we can even begin fulfilling our corporate responsibility
commitment. Moving forward, we are determined to develope
a detailed corporate responsibility framework with a structured
evaluation and calculation method to ease a more effective
and cohesive reporting process for the Group.
corporate
responsibility
108/109
review of
operations
After the outstanding performance in 2007, 2008 was a much
more challenging year. While the Group posted excellent results
in the first half of the year, the soft advertising market affected
the Group’s performance during the second half of the financial
year under review. The global credit crunch that affected much
of the world’s economy in 2008 started to make its presence felt
in Malaysia towards the latter half of the year, with advertising
expenditure growth, the main revenue driver for the Group,
dropping sharply in tandem with the global and domestic
economic slowdown during the period.
Despite this challenging environment, the Group managed to
register growth with profit before tax increased by 7% to RM159
million from RM149.1 million recorded in 2007, while net
revenue increased by 13.0% to reach RM781.3 million from
RM691.3 million. Net profit after tax excluding results of
investment acquired exclusively for sale was RM117.7 million
which is line with the RM117.4 million recorded in 2007.
“It was a year of two halves
where we recorded strong
growth in advertising and
earnings in the first half of
the year but later were
affected by the slowdown in
advertising spending. But our
strategy to diversify into other
media assets such as radio
and outdoor advertising has
successfully enabled us to
maintain a strong, stable
and profitable revenue base.”
110/111
Our media assets continue to dominate the Malaysian media landscape with our radio networks and outdoor business in
particular, contributing higher revenues. TV continued to be the main revenue generator, while our print operations showed
significant improvements in its operational results. The New Media division however remains a work in progress with more
work needing to be done to monetise our portals whilst we have taken our first steps towards expanding regionally via our
initial investment in Philippines.
Television Networks
Media Prima’s TV Networks maintained its industry leadership position with the four television networks, TV3, ntv7, 8TV and
TV9, collectively achieving a combined audience share of 50% in 2008. Further, our television networks collectively garnered
approximately 90% of the total FTA TV advertising spending in Malaysia.
TV Viewership Share %
80
TV3
ntv7
70
8TV
TV9
60
10.7
9.5
50
7.1
40
4.0
6.2
8.1
2.0
3.1
2.4
4.2
1.5
5.3
1.6
6.5
30
7.5
6.8
5.5
6.0
7.1
16.5
17.5
6.7
18.2
15.9
27.2
28.1
4.5
6.7
08
07
08
07
20
31.7
32.8
43.2
44.9
08
07
08
07
10
0
TOTAL 6+
MALAY 6+
CHINESE 6+
URBAN 6+
Our TV Networks remained the main revenue and earnings generator
for the Group and despite the economic downturn showed
resilience with revenue growing by more than 7% arising from
higher advertising spend attributable to strong domestic
consumption and events such as the Euro 2008 and
the Beijing Olympics in the first half of 2008.
TV3 maintained its clear leadership position as
the No.1 free-to-air (FTA) TV station in Malaysia,
in both audience share and advertising revenue.
As TV3 enters its silver jubilee year celebrating
25 years of operations, we are proud that the
continued investment in the brand and in
improving content has resulted in another
successful year where the station delivered all of
Malaysia’s top 20 TV programmes.
Media Prima Berhad
review of
operations
Top
No
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
20 Programmes 2008 - Total 4+ Across All Channels (Total Individuals Universe:18,674,121)
Title
Channel
Genre
Viewership
Anugerah Juara Lagu Ke 22 (L)
TV3
Musical/entertainment
4,707
Anugerah Bintang Popular BH (L)
TV3
4,499
Anugerah Skrin (Live)
TV3
3,915
CNY Movie Special
TV3
Movies
3,306
Pengumuman Hari Raya Aidil Fitri
TV3
Miscellaneous
3,026
Lestary
TV3
Drama/series (0401-)
3,024
Buletin Utama
TV3
News
2,948
Aksi
TV3
2,879
Dunia Baru
TV3
2,784
Doa Raya
Gangstarz Final (L)
Mr. Mama
Tain-3t
Kisah Kaisara
Seram
999 (L)
Perutusan Hari Raya YAB PM
Fara
Cerekarama
Muzik Muzik S.A.Pop Rock (L)
TV3
TV3
TV3
TV3
TV3
TV3
TV3
TV3
TV3
TV3
TV3
Religious Programmes
Reality TV (0427-)
Documentaries/magazines
Miscellaneous
Movies
2,684
2,670
2,649
2,498
2,480
2,367
2,317
2,314
2,309
2,293
2,276
TVR
25.4
24.3
20.7
17.8
16.0
16.2
15.8
15.4
15.0
Share
62.5
63.5
55.5
51.1
54.1
44.0
49.0
41.7
40.2
14.2
14.1
14.3
13.2
13.2
12.7
12.4
12.3
12.4
12.3
12.1
47.7
43.4
40.7
40.5
38.8
35.0
34.9
41.3
35.4
40.7
33.2
112/113
ntv7 also performed creditably, cementing its position as the
Number One channel amongst Chinese audience, with a
growing 18.2% viewership share. The station also celebrated
its 10th anniversary in 2008 with the 10 Feel Good Years
campaign which kicked-off in July via a series of major
outdoor advertisements around the city centre, a line-up of
programme favourites aired on the channel in the past
decade, the 10 Feel Good Years television commercials by
acclaimed director Yasmin Ahmad and The Big 10! contest
for viewers.
ntv7 is also proud that its high quality coverage of the Euro
2008 was recognised with its live chat show The Arena,
garnering the sole Malaysian nomination at the Asia-Pacific
Broadcasting Union Prizes 2008 under the TV Sports
category.
8TV continued to consolidate its position as the preferred
television network of choice for the urban youth and Chinese
market. With a focus on the best of Hollywood, Asian and
local content, the station has consistently provided
quality entertainment since its inception in 2004,
winning awards and recognition at the Phoenix
Awards in Singapore, Promax/BDA Awards and the
Anugerah Skrin 2008.
The (R)evolution of TV9
After achieving great strides in 2007, TV9
experienced growing pains in 2008 with its
audience share and revenue growth under
pressure given the intensely competitive TV
market.
Accordingly we decided to re-fresh and rebrand TV9 during the third quarter of 2008,
repositioning it as a more contemporary,
energised and vibrant station targeting the
young malay mass audience whilst remaining
true to its rooted and wholesome values.
Apart from a new logo, the exercise included
changes in content, focusing on light hearted
entertainment and drama around well-known
local hosts and celebrities as well compelling
variety, reality and magazine shows.
The impact of this exercise was virtually immediate with
the station ending the year with a 13% viewership share
amongst Malay 4+ audiences for all Malay channels and
establishing the network as a clear No.2 television station
after TV3.
Content development, quality programming and investment
in our brands have been the core of our strategy in growing
our TV business and maintaining our leadership position. In
2008, this continued to be the mainstay of our operations
amidst a highly competitive market.
review of
operations
In November, Media Prima presented to our advertisers and clients, new and returning programmes for 2009 at our
annual Network Screenings event. Collectively, the four Media Prima stations committed to invest nearly RM250 million
on local and foreign content to ensure we continue exceeding the expectations of Malaysians viewers. Local audiences
can expect compelling and higher quality content as our TV Networks reinforce themselves as the preferred platform for
advertisers.
Hand in hand with quality content and programming, 2008 saw a significant investment being made in a sophisticated
Customer Relationship Management (CRM) tool. Our business model centres around the needs of our customers, and
the CRM tool has helped us service our clients better whilst enhancing yield and revenue. While more work needs to be
done, we are pleased that the investment has already shown dividend where an independent survey has ranked the
service quality of the Media Prima Television Networks Sales Team within the top 30 percentile globally.
Radio Networks
Media Prima’s Radio Networks (MPRN) continued to grow strongly in 2008, with its two stations - Hot FM and Fly FM –
consolidating their position in the listenership stake.
Under the latest survey results by Nielsen Media Research (NMR), Hot FM’s is now the No. 1 station overall in average
audience, No. 1 in the under 34 demographic and No. 1 overall in the major market centres
combined. The survey also showed an increase in the number of listeners from 2.9
million in 2006 to 4.3 million with the Hot FM AM Krew hosted by Fara Fauzana
and Faizal Ismail now the number one breakfast show in Malaysia.
Fly FM meanwhile, has maintained its position as the No. 2 English
Station in the under 34 demographic and among students. With
a total listenership of 470,000 the radio network also leads
amongst the Highest Household Income (HHI) Group.
LISTENERSHIP - RADIO NETWORK
Reach 000’s all people 10+
470
4314
Survey #2 2008
Hot FM
Fly FM
114/115
The stellar performance is a result of MPRN’s ability to
tailor its content to meet with listeners’ ever-growing needs
and the passion of its youthful and committed workforce.
The MPRN is projected to grow further in 2009 with the
launch of One FM, a Chinese radio station which was
launched at the beginning of 2009. Early results would
seem to indicate that One FM will have similar success to
Hot FM and Fly FM, which would further expand and
strengthen Media Prima’s radio operations.
Outdoor
With a 35% of the market share, our outdoor division
consisting of Big Tree Outdoor Sdn. Bhd. (BTO), UPD Sdn.
Bhd. and The Right Channel Sdn. Bhd., is now by far,
Malaysia’s largest outdoor advertising player. The outdoor
division continued its strong growth in 2008 with its
revenue increasing strongly by more than 20% and now
contributes 13% and 18% of the Group’s revenue and
earnings respectively. This is in line with the target set in
2007 when Media Prima expanded into the out of home
advertising business.
review of
operations
In addition to its existing long-term concessions, BTO won
the exclusive rights to market new major concessions,
which include Maju Expressway (Kuala Lumpur-Putrajaya
Highway), KL Monorail, KL Sentral External, and The
Spring – a new lifestyle mall in Kuching.
With our concessions covering all of the major transit
operations, highways and leading retails, we expect the
outdoor business to provide revenue and earnings stability
to the Group amidst the difficult advertising environment.
At the same time, BTO will aggressively explore suitable
digital and ambient media opportunities to ensure its
offerings to advertisers remain compelling and innovative.
Print
Our associate company, The New Straits Times Press (M)
Berhad (NSTP) continued its trend of steadily improving
operational results. For 2008, NSTP achieved a net profit
for the year of RM47.4 million, representing a 40%
increase from RM33.8 million recorded in 2007.
This is attributed to a combination of higher advertising
revenue driven by the No.1 daily newspaper in Malaysia,
Harian Metro and effective cost control measures adopted.
Total turnover grew by 3.5% to RM578.2 million, driven by
continued strong performance by the No.1 daily newspaper
in Malaysia, Harian Metro. Harian Metro’s circulation is
currently more than 364,000 copies per day with readership
reaching 2.26 million.
D u r i n g t h e y e a r, N S T P a l s o t o o k t h e b o l d s t e p o f
converting Berita Harian from a traditional broadsheet
following the steps of the New Straits Times. This move is
aimed at ensuring the publication continues to appeal to
its readers, especially the young, whilst at the same time,
maintaining the strong editorial content and credibility that
the newspaper has long been renowned for.
116/117
Content Development
In 2008, we were finally able to implement our long
standing plan to consolidate all of Media Prima’s content
creation activities under one roof. Under this initiative, a
fully owned but independent subsidiary of Media Prima,
primeworks studios was born through the combination of
all television networks in house production units together
with our drama and feature films arm, Grand Brilliance.
The primary objective in the establishment of primeworks
studios is to maximise the economies of scale in production
as a means to increase productivity whilst at the same time
enhancing the quality of our content produced for all our
television networks as well as bringing them to a level
where it can be exported to the international market.
2008 proved to be a busy first year for primeworks studios
as it produced over 5,000 hours of content for Media
Prima TV Networks, which include Anugerah Juara Lagu
2008, Project SuperStar, Majalah 3, Cari Menantu, Pepaya
and Susuk.
primeworks studios Production Hours 2008
Department
Magazine & Documentary
Entertainment
Chinese Entertainment
Sports
Drama/Telemovies
Total
No.
No.
No.
No.
of
of
of
of
movies released: 1) Local – 11, 2) Foreign – 11
movies where GB provided distribution services - 5
dramas – 12
telemovies – 17
Hours
2,464.0
1,952.2
363.5
216.0
207.5
5,203.2
review of
operations
Grand Brilliance, now a brand under primeworks studios,
Notwithstanding the creation of primeworks studios, our
expanded its roster of movie releases which included Duyung,
commitment to continue supporting the external content
Evolusi KL Drift, and Money Not Enough 2 – the highest
creation industry remains, and primeworks studios is
grossing Chinese film in 2008. However, the deteriorating
expected to work with local producers to grow the industry
economic climate during the year had resulted in a weak box
t o g e t h e r. T h e s t u d i o w i l l a l s o b e m a k i n g s e l e c t i v e
office market and affected the box office performance of
investments into higher quality production using HD and
several of its productions, such as Antoo Fighter, Kami The
increasing its output of content, especially documentaries
Movie, and Budak Kelantan; as well as foreign movies it had
targeted towards the international market.
acquired and distributed. This had adversely affected the
overall financial performance of the division for the year.
We envisage primeworks studios to evolve to be a truly
glocal content creation house and to be a key driver to the
Group’s revenue in the near future.
118/119
New Media
Amidst stiff competition from local and foreign web-sites, Alt Media, the New Media division, started off strongly in 2008,
with average monthly page views and unique visitors to its web portals climbing steadily from 30 million to 72 million and
3.1 million to 4.6 million respectively.
New Media Results
Avg Monthly Page Views
Avg Monthly Unique Visitors
Avg Monthly Video Views
Sep-07
Jan-Dec 08
Sep-07
Jan-Dec 08
Jan-Dec 08
TV3
3,900,000
40,966,017
220,000
2,363,301
19,758,791
8TV
1,700,000
10,626,860
100,000
519,132
2,484,929
ntv7
308,337
4,267,048
15,137
316,458
1,314,338
TV9
100,337
5,448,912
5,902
212,008
1,777,438
Hot FM
N/A
5,366,308
N/A
693,858
508,242
Fly FM
N/A
639,714
N/A
136,579
N/A
GUA
N/A
5,020,868
N/A
401,448
313,534
Total
6,008,674
72,335,727
341,039
4,642,784
27,104,014
review of
operations
Our television networks’ portals Catch Up TV service
proved to be a massive success with an increase of over
400% in Video Views across all portals during the financial
period under review. Collectively we currently record more
than 27 million view views per month, making our portals
by far the leading domestic video based web sites.
losses. However, with an expanded marketing team
enhanced via our collaboration with Pixel Integrated Media
Sdn. Bhd., one of the leading advertising networks in the
region, we are confident to be able to secure more
advertising support to help grow this business.
Gua.com, our lifestyle portal consolidated its position as
one of the leading entertainment and lifestyle sites in
Malaysia with successful initiatives such as the launch of
GuaMuzik in April, with 300,000 local and international
songs of a variety of genres to date and made for web only
video series including Kerana Karina 2 and 3 and Jelma.
We also successfully launched our 3G video calls content
services on Maxis and Celcom mobile networks.
Events
Big Events, which took over the events business from Tiga
Events, took a significant step in establishing itself as a
major player in the entertainment industry by bringing in
the highly acclaimed High School Musical Ice Tour in 2008.
Held during the school term break in August, the show
was based on the popular High School Musical TV Movies
and proved a resounding success among young teens and
school children.
Despite the success and support from online communities,
unfortunately revenue monetisation remains a challenge
with most advertisers still taking a “wait and see” attitude
position before committing any substantial part of their
media budget into online.
This coupled with higher bandwith costs due to the high
take-up of consumers usage of video services led to our
new media division to continue to record gestation period
In December, Big Events played an organizing role when
the Global Brand Forum made its debut in Malaysia.
Boasting of experts such as Jim Stengel, Global Chief
Marketing Officer of Procter & Gamble, branding guru
Martin Lindstrom and Oscar-winning Hollywood film
director Oliver Stone, Global Brand Forum Kuala Lumpur
2008 provided invaluable insights to Malaysian business
owners and professionals on the importance of branding.
120/121
International Investments
As mentioned in the Chairman’s message, with media
assets in Malaysia already close to saturation, we took the
strategic decision to explore opportunities within the
region. Key to the strategy was the establishment of the
proposed MPB Strategic Media Fund Limited Partnership
(“the Media Fund”), a private equity fund to be set up for
the purpose of investing in media assets across South
East Asia and other Asian emerging markets.
In 2008, as a potential seed asset for the Media Fund, we
set up in the Philippines, MPB Primedia Inc. a company
which entered into a block airtime and consultancy
agreement with the ABC Development Corporation (ABC),
that owns and operates ABC5 network, one of the television
networks that operate nationwide in the Philippines.
We then helped ABC to undertake a comprehensive relaunch and re-positioning of the television network which
included a name change to TV5, an enhanced transmitter
and a completely revamped content schedule. Whilst it is
still at an early stage, the initial results have been impressive
with TV5 ratings increasing from 1% prior to launch to more
than 7% in December 2008, making it the clear number 3
television network in the country. The challenge now is to
continue on this strong start and significantly increase
advertising revenue.
However due to the global financial crisis, the financial closing
of the Media Fund has been delayed and consequently the
Philippine investment was not able to be transferred to the
Media Fund by year end. Accordingly to be consistent with
prudent accounting standards, Media Prima has taken a net
charge (excluding minority interests share) of RM31.7 million
being the 2008 losses incurred by Primedia, pending the
closing and transfer of the investment to the Media Fund.
Despite this and the challenging financial climate, we remain
hopeful that this issue will be resolved this year and our plan
to set up the Media Fund and transfer the Philippine
investment to the Fund will materialise in 2009.
We are also pleased that the Group’s investment in TV3
Ghana remains profitable and has finally received approval
from the Ghana regulators to be listed on the Ghana Stock
Exchange under an IPO exercise.
The listing is expected to take place by third quarter 2009
and is expected to allow Media Prima to crystallise some
of its longstanding investment in TV3 Ghana as well as
raise funds for expansion and further investments in other
areas of media in Ghana.
review of
operations
The Year Ahead
The year ahead will be a challenging one – given the continued
deterioration in the global financial and economic climate which is now
affecting all countries including Malaysia, it is difficult to predict with
any degree of certainty on what the advertising expenditure outlook
will be in 2009.
We are hopeful for the best but have planned for the worst to ensure
that we are ready to face a situation where advertising expenditure
may contract for the year. At the same time, all of us, be it
government, businesses and individuals, have a role to play to
ensure we keep consumers confidence and domestic demand
strong to avoid the worst of the crisis.
Despite this uncertain outlook, we are confident that with our wide array of media assets we will
be able to navigate through these challenging times. Our cashflow remains positive, our debt is relatively low and
some part of our businesses continue to grow.
122/123
In addition, it is also important that we continue to develop
the dominant brand positions of our media assets through
continued investment in quality content and relevant
programming to ensure we remain attractive to consumers
and advertisers.
As mentioned earlier, we will be investing nearly RM250
million to further strengthen our TV brands with compelling
and high quality content that will connect with the various
viewer segments we are targeting. Similarly, we will
continue to invest in our other divisions, such as print, radio
and outdoor; and establish value-added incentive packages
across all media platforms to help our business partners to
cost effectively execute their communication plans.
We believe that during hard times, opportunities are aplenty
for businesses to grow their business and we aim to provide
the most cost effective way for them to achieve this. In this
context, customer relations will play an even more important
role as we seek to maintain and grow our relationship with
all our existing customers as well as develop new ones.
On the operations side, our continuing consolidation and
cost management measures will help improve efficiencies in
operations, eliminate duplication and reduce unnecessary
costs. With the completion of the migration of ntv7’s
operations to Sri Pentas and the consolidation of content
creation activities under primeworks studios, we expect to
realise significant cost savings through economies of scale.
We are quietly confident that we will able to continue to
build on the foundations that have been set these past few
years. As one of the leading integrated investment media
groups in the country, we have the track record and are
well positioned to leverage on the strong media assets that
we have to continue delivering value to all our stakeholders
and take advantage of the current market situation to
emerge stronger for the future.
Group Managing Director / Chief Executive Officer,
Media Prima Berhad
24 YEARS AND
STILL THE NO. 1
•
TV3 has made great strides since its inception in June
1984. It is Malaysia’s 1st free-to air private television
channel and has maintained its position as the no.1
station in the country.
•
2008 saw a change in leadership with Dato’ Amrin
Awaluddin taking over as Chief Executive Officer from
Dato’ Sri Farid Ridzuan, who remains as Group CEO of
Television Networks. The change has not dampened the
station’s progress as it continued to captivate its viewers
with innovative programming reflective of current trends
and lifestyles of viewers from all market segments.
•
As the nation’s leading free-to-air TV network, it has
reinforced its market leadership by continuously investing
in quality programs and introducing new concepts relevant
to its viewers and the current environment. This bold and
unique approach to programming delivered an impressive
32% in audience share, equivalent to over 4.5 million
households or 21 million viewers.
•
Its programming strategy, interwoven with a 360˚
advertising and promotions campaign that also includes
o n l i n e a s w e l l a s g ro u n d a c t i v a t i o n , h a s f u r t h e r
strengthened the TV3 brand. The station’s programming
strategies for its three key viewer segments - Mass
Market, Women, Kids & Teens - are developed with indepth research resulting in the no.1 TV station dominating
the nation’s top 20 programs and attracting the highest
viewerships from the three segments.
•
In 2008, TV3 introduced a new slot - Lagenda - which
contemporizes folktales into the modern twentieth century.
Although transmitted in the afternoon, at its peak it
captured close to 2 million viewers. A localized version of
Cinderella (Sindarela) in the Lestary slot made its debut
d u r i n g t h e y e a r, a n d b e c a m e a n i n s t a n t h i t w i t h
Malaysians.
•
Gangstarz Season 2, a talent-search reality show
extended its boundaries to the Philippines and Thailand, in
addition to participants from Malaysia, Indonesia and
Singapore. Going beyond Malaysian shores brought it
success as the no.1 regional talent search TV programme.
124/125
•
.
•
On-ground activation and interactivity via Karnival Jom Heboh, My TV3, School Attack,
Reading Room helped reinforce the TV3 brand whereby viewers get a chance to go
beyond the confines of their living room to experience and be a part of the TV3 brand.
The ground activities received overwhelming response from the station’s three key
viewer segments.
Karnival Jom Heboh, in its sixth year continued to draw the family crowd. In 2008,
the carnival was visited by over 5 million visitors in eight states, making it the
longest-running and biggest ground event in Malaysia.
•
TV3’s position as a leading brand was further augmented as it once again was
named as one of Malaysia’s Most Valuable Brands by leading global brand
consultancy ‘Interbrand’. The award is a testimony of the hard work and
commitment that the management and employees have put in to transform
TV3 into one of the most recognized media brands in the country.
•
The programme rankings for 2008 saw TV3 dominating the year’s top 20 programs
yet again. Based on data from AGB Nielsen Media Research, 2008’s top rated programs
include TV3’s prime news segment, Buletin Utama, Anugerah Juara Lagu, Anugerah Bintang
Popular and Anugerah Skrin. Anugerah Juara Lagu in particular claimed 63% in audience share, attaining
approximately 4.7 million viewers.
FEELING GOOD,
10 YEARS AND
BEYOND
• ntv7, the Home of Feel Good, celebrated its tenth year of delivering high-quality creative content
to the Malaysian public during the year under review. The channel embarked on a 10 Feel Good
Years campaign via a series of major outdoor advertisements around the city centre, a lineup of
programme favourites aired on the channel in the past decade, the 10 Feel Good Years television
commercials by acclaimed director Yasmin Ahmad and The Big 10! contest for viewers.
• During the year, ntv7 cemented its position as the number one channel for Chinese
content, with a steady 18.2% viewership share in the Chinese 4+ category. The station
intensified its support for local programming with the return of the Mandarin and English
editions of Deal or No Deal, Anugerah Industri Muzik ke-15, Elly, Seekers, Wakenabeb!,
1..2..Jus!, Dari KL Ke Queenstown, Jangan Lupa, Frontpage, Ampang Medikal,
Actorlympics TV, The Firm 2, Aura, A La Carte, Mi Casa, Fly fm Pagi Show on ntv7, 77
Hours, the period drama Age of Glory, Addicted To Love, The Beautiful Scent, Love Is All
Around, The Thin Line, Where The Heart Is, Exclusive, Fallen Angels, Her Many Faces,
Yummy Trail, Hong’s Kitchen and the biggest Chinese concert in the country – the Star
Live Concert 2008, which was free for the public. ntv7’s primetime performance was
driven by these key content, while maintaining its overall leadership among upscale
urban 30+ audiences.
• Apart from killer local content, the station continued to introduce the latest and
best in urban entertainment from Hollywood, such as The 80th Annual Academy
Awards, Grey’s Anatomy, Private Practice, Cashmere Mafia, Lipstick Jungle, Big
Shots, She’s Got The Look, Samantha Who?,
Studio 60 on the Sunset Strip, Bones,
America’s Got Talent, Oprah’s Big Give,
Rachael Ray, Survivor China, Shark, UFC
Unleashed and American Gladiators.
• With programme belts like Daytime,
Buzz, Hong, kids@fgw, Weekend –
delivering the best in primetime
entertainment, daytime dramas, news,
talk shows and late-night laughs – the
station remained as the choice channel
for affluent urbanites and families.
•
Malaysian football enthusiasts had a treat with the airing of live Euro 2008 matches as well
as ntv7’s very own grandstand, The Arena. This live chat show with guest pundits garnered
the sole Malaysian nomination at the Asia-Pacific Broadcasting Union Prizes 2008 under
the TV Sports category.
•
Journalistic standards continue to be achieved with objective reporting, especially during
the 2008 General Elections. The station, most remembered for being the first to deliver the
breaking news on the deadly tsunami which hit Acheh in December 2004 and the
earthquake that hit Sumatra in March 2005, has galvanized its reputation as a muchrespected news source, so much so that Yahoo! Asia sourced its updates on the elections
from 7 Edition. Malaysia Votes became an important stop along the political campaign trail,
as the co-hosts welcomed renowned political analysts and experts on the show. Business
and corporate programmes helmed in 2007 also grew from strength to strength in 2008,
with inspiring shows such as Hak Anda, Outstanding Malaysians, Captains, Biz Briefcase
and Walk the Talk.
126/127
•
In addition to drawing crowds on television, ntv7 continues to command a vast following onground and online. The much-anticipated nationwide entertainment road show, ntv7 At The Mall,
proved to be a hit among the station’s target demographics, garnering overwhelming crowds of
over 20,000 people in cities such as Penang, Johor Bahru, Ipoh, Petaling Jaya and Kuala
Lumpur. The two-day weekend extravaganzas boasted a myriad of fun-filled activities, live
performances, games, contests as well as meet and greet sessions with personalities and
celebrities.
•
Also hugely successful was the Euro Futsal Carnival, a month-long futsal tournament in
conjunction with Euro 2008. Held in four locations in the Klang Valley, it entailed football skill
challenges, football quizzes, face painting, dance performances and prizes.
•
Online, ntv7’s Catch-Up TV feature has delivered hundreds of episodes of the station’s
signature programming to online viewers, boasting approximately 50 million hits.
•
The Home of Feel Good believes that being a good corporate citizen is not just an
obligation, but the right thing to do as it benefits viewers, employees and
stakeholders. The channel embarked on a series of initiatives: the Doraemon
Outing Day to visit cancer patients under palliative care at Universiti Malaya
Medical Centre; berbuka puasa with the orphans of Rumah Penyayang in Klang;
an educational visit to Zoo Negara with the orphans from several orphanages, as well as
numerous monetary donations to the needy.
•
Looking ahead, these activities, as well as the station’s initiatives and
compelling content, will continue to reinforce the attractiveness of ntv7’s
brand, strengthening bonds with viewers and the community – all to the
“Home of Feel Good”.
CONTINUES TO BE
THE TASTEMAKER
•
8TV continues to surprise the industry with
innovative and impressive content as it battles
to win the hearts of both its urban youth and
Chinese markets. The compelling appeal of
8TV has grown from strength to strength as it
entered its fourth year of operations in 2008.
•
Reaffirming its presence as the station of
choice by being the tastemaker - ‘Always
Ahead’ in content innovation and ideas that
appeal to its target markets - 8TV’s main focus
has always been about bringing the Best of
Hollywood and Asian programmes, including the
increasingly popular reality shows, to Malaysian
TV viewers.
•
The top and popular Best of Hollywood programmes for
the year in review include Criminal Minds, NCIS, Prison
Break, Burn Notice, Reaper, Pushing Daisies, Gossip Girl, Ugly
Betty and Desperate Housewives. Reality shows also include
America’s Next Top Model, Janice Dickinson Modeling Agency, Make
Me A Super Model, Project Runway, So You Think You Can Dance,
America’s Got Talent and American Idol.
•
8TV is also ‘Always Ahead’ in its Asian content, offering the Best of Asian
programmes from Taiwan, Korea, China and Japan. Some of these programmes include
Hot Shot, Royal Tramp, Hana Kimi, Corner with Love and The Legend of Bruce Lee drama
series. The popular Bruce Lee drama series was a coup for 8TV as it was one of the first
networks outside China to air it.
•
On the local front, 8TV has also been outstanding in its creative and groundbreaking local productions.
These include Alam’s Story, 5 Jingga, Field Trip USA, Ghost, Goda, Teman, Latte @ 8, Quickie, So You Think
You Can Dance Malaysia, Ultimate Prom Nite and One In A Million.
•
The station’s local content also include popular Chinese programmes such as Good Night DJ, Love Is Not Blind, Project
128/129
SuperStar, Go-go-Go, Double Triple or Nothing, 8 Style, Ho Chak!, 8 E-news, Go Travel and Step of Dance.
•
Since its first year of operations, 8TV has been receiving accolades from various awards shows in the region. 2008 proved
no different as the station won four Asian-level awards at the Phoenix Awards and Promax/BDA Awards. At the Phoenix
Awards, held in Singapore in June 2008, 8TV won in the TV Promotional and Film Advertising/ Promotion category.
•
At the Promax/BDA Awards, 8TV bagged the Gold and Silver awards for the interstitials of Project SuperStar and The
Sarah Connor Chronicles respectively. 8TV was also nominated at the Asian Television Awards for its local programme,
Good Night DJ. Adding to the awards, 8TV also won Best Entertainment Show for Project SuperStar and Best Reality
Show for So You Think You Can Dance (Season 2) at the Anugerah Skrin 2008.
•
On-ground activities and roadshows were also an integral part of the station’s strategy to reach out to its audiences
in 2008. Leveraging on the growing appeal of hit reality shows such as One In A Million, Project SuperStar, So You
Think You Can Dance Malaysia and Ultimate Prom Nite, the ground activities provided opportunities for viewers to
experience 8TV’s “Always Ahead” brand proposition.
•
The Ultimate Prom Nite was an overwhelming success as the nationwide search for the Ultimate Prom King and
Queen attracted more than 26,000 students across 13 different colleges and universities.
•
The 8TV Chinese Carnival, another major on-ground activity catering to the Chinese audience and held in
conjunction with the Mid Autumn Celebration, also attracted a record turnout.
•
In addition to this, 8TV’s annual Summer Live Concert, Malaysia’s biggest free Chinese concert, was held in Malacca
and attracted approximately 70,000 music fans on-ground and almost 1 million viewers on 8TV.
•
Another well received and successful event was the KAMI gigs in collaboration with Monkey Bone that were held in
eight major towns and cities. The KAMI gigs attracted approximately 4,000 music fans in each of the first seven
locations while an overwhelming 15,000 people gathered at the last gig held in Bukit Jalil, Kuala Lumpur.
CONTINUES TO PUSH
BOUNDARIES
•
After a successful first year in 2007, TV9 further
pushed its boundaries and reaffirmed its presence as
the station of choice among Malays in 2008. With an
11.4% viewership share amongst Malays at the end of
the year under review, TV9 increased its leadership
among all Malay channels. TV9 also has a higher reach
amongst Malays within the higher-income group.
•
Based on the success stories of existing reality
programmes such as Akademi al-Quran and Cari
Menantu, TV9 introduced more reality programmes with
fresh new concepts and ideas in 2008. The second
season of Akademi Nasyid resulted in more than 300
participants and garnered more than 500,000 viewers
weekly. Idola Kecil, a new reality program featuring
bright young stars from the age of 10-13 years old also
proved to be a hit as viewers tuned in to watch the
undoubted talent of young Malaysian children.
•
Another big hit was reality show Gadis Melayu in
which TV9 went in search for a woman of Malay
heritage who embodies the qualities of the perfect
Malay woman. 10 contestants were selected to go
through training and weekly challenges to determine
the ultimate Gadis Melayu.
•
In addition to the line up of new reality programmes,
TV9 also showcased several exciting dramas. Lagenda
proved to be a major success during its 8:30 p.m.
primetime slot, capturing an average of 1 million
viewers per episode. Akademi Polis also garnered
major audiences during its debut, while the Mutiara
Hati dominated the 5:30 p.m. slot.
130/131
•
•
For TV9’s younger audiences, Upin & Ipin became the
most admired local animation in the country with an
average of 1.5 million viewers per episode. Upin & Ipin
went on to win best animated series at the Kuala
Lumpur International Film Festival (KLIFF). TV9 also
aired several Nickelodeon cartoons such as Spongebob
SquarePants, The Adventures of Jimmy Neutron, and
Catdog, dubbed in Bahasa Malaysia. Classic cartoons
such as He-Man, Popeye the Sailorman and Mighty
Mouse also added flavour to the kids content.
•
The station also showcased several special
programmes in 2008. Al-Risaalah, TV9’s flagship
programme during Ramadhan went into its second
season exploring the life journey of Prophet Musa A.S.
throughout Asia, Africa, and Europe, while Semanis
Kurma became a weekly talkshow programme
following overwhelming response from viewers.
•
2008 also saw the introduction of Sua Rasa with
exciting activities and an even more cheerful concept.
One of the programme’s main attraction was the
introduction of a food carnival at various locations
throughout the country. The carnival featured famous
local delicacies of each location, and the combination
o f o n - a i r a n d o n - g ro u n d a c t i v i t i e s e x t e n d e d t h e
viewers’ experience of the programme beyond the TV
set. The first venue kicked off in Melaka followed by
Kedah, Johor & Perak, attracting more than 500,000
visitors at each venue.
•
TV9 also believes in getting closer to its viewers and
the community in general through corporate social
responsibility programmes. One of its major community
programmes in 2008 was Apa Khabar Orang Kampung
or better known as AKOK, which clearly demonstrated
the true meaning of TV9’s ‘Dekat di Hati’ philosophy.
By bringing its staff and personalities to experience the
rural life, the station was able to create a closer bond
with its rural viewers. The stays at the selected
kampungs also allowed TV9 to reach out to those in
need by donating cows for kenduri’s, initiating gotongroyong activities with the kampung folks and
participating in family adoption programmes.
In addition to the lighter programmes, TV9 also introduced
three killer sitcom titles – Pak Pandir, Bong, and Anak
Mami – which consistently gained 1 million viewers per
episode on average.
news and
current affairs
anchors
132/133
news and
current affairs
•
•
•
The News and Current Affairs team is responsible for
•
Headed by Dato’ Haji Kamarulzaman Haji Zainal and with
newsgathering and the production of national daily,
a staff strength of 181, TV3’s News and Current Affairs
international business, sports and political news as well as
team has regional offices across the country, as well as
current affairs programmes.
international correspondents around the world.
The team is committed to excellence in its public service
•
With its distinctive and engaging contents, the team
and strives to be impartial and accurate in its
bagged the Anugerah Kewartawanan Television 2008 from
comprehensive editorial contents, maintaining the highest
the Malaysian Press Institute, Laporan Khas Berita Terbaik
standards not only in day-to-day news reporting but also
Anugerah Skrin 2008, Anugerah Polis Diraja Malaysia
in the analytical perspectives offered by its current affairs
2008 and Anugerah Penerbitan Berita Pertanian TV
programmes.
Terbaik 2008 amongst others.
Its high standards is highly regarded with TV3’s award
•
The Current Affairs team also deals with insightful
winning news segment Buletin Utama maintaining its
interviews on The Exchange talk show providing provoking
position as the number 1 and preferred prime time
discussions and debates on local and global business
national news slot for Malaysians, averaging 2.9 million
issues.
viewers or 49% in audience share.*
134/135
•
In 2008, the ntv7 news team played a key role in delivering
•
8TV’s Mandarin news continued to gain popularity as it
updates on the General Elections. Malaysia Votes became
became the No.1 Primetime Chinese news in Malaysia
an important stop along the political campaign trail, as the
with a total average of 418,000 in 4+ audience share*.
co-hosts welcomed renowned political analysts and
This embodies the growing segment of Chinese viewers
experts on the show. Other business and corporate
for the station.
programmes on ntv7 such as Hak Anda, Outstanding
Malaysians, Captains, Biz Briefcase and Walk the Talk
continued to attract viewers on television as well as online
through catch-up TV.
•
The TV9 news team has been first at providing news that
is relevant, timely and comprehensive. During the year
under review, TV9’s primetime news Berita TV9 marked an
increase of 42% in average daily viewership from the
previous year.
* Source: AGB Nielsen Media Research
DELIVERING THE
FINEST CONTENT
•
Primeworks Studios Sdn. Bhd. was set up on 1 April 2008 to take over the core business of Grand Brilliance and
consolidate the production facilities and services of the subsidiaries and departments under the Media Prima Group. With
the reorganisation and consolidation, primeworks studios is set to become the largest, finest and most diverse content
creator and provider in Malaysia.
•
Apart from producing content for Media Prima TV networks, primeworks studios plans to rejuvenate local content creation
for the local and international markets in cooperation with local government agencies, creative colleges and universities as
well as external producers. It will also seek strategic opportunities abroad by jointly producing content with international
partners. In short, primeworks studios aims to be a truly glocal production unit.
•
During primeworks studios’s official launch in August 2008, the What’s Your Big TV Idea? contest was unveiled to identify,
recognise and reward the best and most innovative and genuine TV idea from the public. Over 2,500 entries were received
with the top 20 shortlisted finalists given the opportunity to pitch their ideas to the “Big Bosses” in October. The RM20,000
grand prize went to Nazaruddin Abdullah for his idea on a drama series representative of Malaysia’s current cultural
landscape.
136/137
•
2008 proved to be a busy year for primeworks studios as it clocked in over 5,000 hours of programmes produced and
among its top-rated programmes were Anugerah Juara Lagu 2008, Project SuperStar, Majalah 3, Cari Menantu, Pepaya
and Susuk. Grand Brilliance, which is now a brand under primeworks studios, continued to produce winners at the box
office including Duyung, Evolusi KL Drift, and Money No Enough 2 – the highest grossing Chinese film in 2008 which was
also its first joint venture with a Singaporean partner.
•
primeworks studios also won numerous accolades and awards during the year in review, such as Best Music TV Show
(Anugerah Juara Lagu 2008), Best Entertainment TV Show (Project SuperStar), Best Magazine / Documentary TV
Programme (Majalah 3), and Best Screenplay (Sepi – Mira Mustapha & ARA) at Anugerah Skrin 2008; Choice Jury Film
(Sepi), Best Visual Effects (Antoo Fighter), Best Art Director –Telemovie (Sumur Kasih), and Best Videography – Telemovie
(Lillah) at Anugerah Oskar 7; Reader’s Favourite Local TV Show (Project SuperStar), Reader’s Favourite Local Actor
(Johnson Wee) and Reader’s Favourite Local Actress (Hoon Mei Sim) at the Best Yeah Awards 2008; Best Cinematography
(Evolusi KL Drift), and Best Sound Effect (Susuk) at the 21st Malaysian Film Festival; TV Programme Trailer (Reaper) and
Station Identity (May ’08 Newbies) at the 2008 Phoenix Awards; and Best Interstitial (Project SuperStar) and Best Drama
Campaign (Terminator – The Sarah Connor Chronicles) at the 2008 Promax Asia Awards.
•
Forging ahead, primeworks studios will continue to uphold the finest production standards while acting as a catalyst for the
Malaysian TV and movie production industry by bringing them to the next level through the creation of new business
opportunities.
MILESTONES &
ACHIEVEMENTS IN 2008
•
2008 was a high-energy growth year for Media Prima
•
The Outdoor Division’s aggressive marketing and selling
Berhad’s Outdoor Division. Spearheaded by Big Tree, the
efforts saw it embarking on a number of creative
division grew by 21% over the previous year. This
marketing initiatives: the most notable being the Big
exceptional achievement was the result of a number of
Festive Sale, which was an integrated advertising
factors – primarily, the concerted effort to drive internal
campaign targeted at non-traditional advertisers for the
growth with big volume packages sold by Big Drive
festive season. The campaign employed outdoor, radio,
throughout the year with a higher take-up rate achieved by
direct mailers and online media and helped to generate
UPD’s Ampang Line in Big Ride; the addition of a new
over RM4 million in sales, as well as identify over 100 new
concession KL Monorail to Big Tree’s stable of advertising
clients to the division.
concessions and finally, the bonus of the General Election
Campaign.
•
As a responsible corporate citizen and in its efforts to serve
the community, Big Tree partnered with expressway
•
Since Media Prima Berhad’s acquisition of Big Tree, UPD
concessionaires PLUS, ELITE and Linkedua in a “Merdeka-
and TRC in 2007, Outdoor today represents about 17% of
cum-Road-Safety Campaign” by providing strategic media
Media Prima’s revenue and a 35% share of Malaysia’s
formats nationwide targeting motorists during the “balik-
total Outdoor Advertising expenditure.
kampung-festive-rush” period.
138/139
•
Big Tree constantly engages in innovative and creative outdoor development in order to meet the needs and
requirements of advertisers, and to make outdoor media work harder and more effectively. One such
campaign, ‘Listerine’ - Look Good Feel Good, won the Silver Award at the Media Specialist
Awards (MSA) 2008 for Best Use of Out-of-Home Media. Other past notable
campaigns include the Kit Kat Have a Break Bench and Twisties’ Jom Ke
England 3D Football (World Cup); all a testimony of Big Tree’s
commitment to produce fresh and impactful creative
executions.
•
Looking ahead to 2009, Big Tree will
embark on its 15th Anniversary celebrations
and will continue to Think BIG. It hopes to
increase its business coverage to East
Malaysia whilst introducing new technology and
product development such as a Digital Network
as well as building greater online presence via an
enhanced system to improve sales efficiency and
communications with various stakeholders.
Launched in the fourth quarter of 2007, Media Prima’s New Media division, Alt Media, showed promising progress
throughout year under review.
Alt Media’s portals – which include its main portal gua.com.my as well as the web portals of Television Network’s four
stations, returned excellent results in terms of video views and page views to the respective sites. Video views grew by
400% from December 2007 to December 2008, while page views averaged 72 million monthly during the same period.
2008 also saw the launch of Gua Muzik in April 2008 on the GUA portal, with a library of 300,000 local and international
songs representing various music genres. This led to the GUAMUZIK Supergig – its first ever concert, which boasted
some of the country’s finest entertainers.
The online drama Kerana Karina on gua.com.my, proved a big hit with over 1.6 million views. Its initial success led to a
major sponsorhip deal for seasons 2 and 3 proving that online content can be profitable in a big way.
140/141
Other highlights during the year saw a portal revamp for ntv7 in conjunction with it’s 10th year anniversary; and
the launch of 3G video calls on the Maxis and Celcom mobile networks for Alt Media’s content.
The uptake of online advertising was slow in 2008, as advertisers adopted a “wait-and-see” attitude.
This was further compounded by the slowdown in ADEX growth during the second half of the year.
Despite the continuing depressed environment, the outlook for 2009 looks bright with
an expanded sales team to drive advertising revenue, and the appointment of
Pixel Integrated Media Sdn. Bhd. as exclusive ad network partner.
Despite their late entry into the market, Hot FM and Fly FM have
become dominant forces in the radio industry in Malaysia, with
the results of a recent survey by Nielsen Media Research
(NMR) confirming the stellar performances of Malaysia’s
youngest radio stations.
Hot FM recorded an on-going ascending trend in terms of
listenership and is now the number 1 station overall in
average audience, number 1 in the under 34
demographic and number 1 overall in the major market
centres; KL/PJ, Johor Bahru, Penang, Province
Wellesley and Ipoh combined. Through the results
released by NMR, the popular Malay language
station recorded an increase in the number of
listeners from 2.9 million in 2006 to 4.3 million.
The Hot FM AM Krew, hosted by Anugerah Bintang
Popular Berita Harian 2007 winners Fara Fauzana and Faizal
Ismail, is now the number one breakfast show in Malaysia
with an increase of 19% during the year under review. The
breakfast segment is one the most competitive segments in
radio and being the top breakfast show speaks volumes for
the immense strides the station has made in two short
years.
Fly FM, on the other hand has maintained its position as
the No: 2 English Station in the under 34 demographic
and student categories. Fly FM also leads the pack in
having listeners from the higher-income group and is
ahead in Highest Household Income
(HHI) group.
* Source: Nielsen Radio Audience
Measurement, Survey 2,2008(4/08/0817/08/08)
142/143
The outstanding performance is a result of Media Prima Radio
Network’s (MPRN) initiatives to tailor-make content to suit the
lifestyles and needs of Malaysian listeners, and the dedication of
its youthful, yet experienced staff.
An integral part of the success is the ability to integrate multiplatform interaction with the network’s listeners, i.e. on-air, onground, on-line and mobile. The series of ground events are
conceived and implemented to meet the expectations of
listeners, with the Hot FM VIVA Zoomerz and Fly FM MyVi
Troopers ground teams aggressively traveling the country to
bring huge events like Hot FM Big Jam, Hot FM Mini Jam, Fly
FM’s Flyniversary and Campur Chart Goes Live.
Collectively Hot FM & Fly FM have successfully reached
out to almost 5 million listeners in 2008, proving that being
quick and responsive towards local needs play a big
role in developing success. Hot FM official website,
www.hotfm.com.my was also nominated as the best
media website finalist at the Asia Interactive Awards 2008.
Both stations also play their part in supporting various NGO’s
and causes by disseminating community messages through
the Public Service Announcements.
•
Big Events Sdn. Bhd. (“Big Events”) was established as
the new event management arm of Media Prima in May
2007. With the new management team in place, its
strategy is to undertake high value local and international
entertainment related events and grow consumer-based
revenue for the Group.
•
Despite being a newcomer to the live family entertainment
scene, Big Events was chosen by the Feld Entertainment
I n c . , t h e w o r l d ’s l a r g e s t p r o v i d e r o f l i v e a c t i o n
entertainment, to become the promoter for the Malaysian
leg of Disney’s High School Musical: The Ice Tour in 2008.
Disney’s High School Musical is the hottest and most
current entertainment property amongst the urban
tweens, and is the only live fusion of songs, dance and
team-spirited fun inspired by the Disney Channel’s
Original Movie High School Musical and its sequel,
High School Musical 2.
Malaysians were captivated by the High School Musical
fever following a 3-month aggressive and innovative
advertising & promotion campaign, resulting in over
35,000 spectators thronging Stadium Putra, Bukit Jalil
from 15th to 20th August 2008.
144/145
•
•
Following the success of staging Disney’s High School
Musical: The Ice Tour, Big Events was chosen to
promote the inaugural concert by Taiwanese mandopop sensation, Fahrenheit. Members of Fahrenheit,
Calvin, Aaron, Jiro and Wu Chun, are arguably the
most in-demand faces in the Asian region now. The
Malaysian leg of Fahrenheit’s Fantasy World Tour
previously scheduled for 15th November 2008 is now
slated take place on 28th March 2009 at Stadium
Putra, Bukit Jalil.
In December, Big Events also participated with the
M e d i a P r i m a G ro u p f o r t h e G l o b a l B r a n d F o r u m
Malaysia 2008. The inaugural event played host to
dynamic personalities and icons such as Oliver Stone
(Oscar-winning Hollywood film director), Jim Stengel
(former Global Chief Marketing Officer of Procter &
Gamble), Martin Lindstrom, (youth marketing and
techno branding guru), Mallika Sherawat (Bollywood
actress), Stewart Butterfield (founder of photo sharing
website Flickr.com) and Joanne Ooi (Creative Director
of Shanghai Tang).
•
Big Events will continue its strategy to undertake high
value local and international entertainment related
events despite a challenging market ahead. It will
explore innovative partnerships & ventures with the aim
to entertain its five core entertainment market
segments, namely the Malay, Chinese, Family, Youth
and Corporate categories.
New Straits Times
New Straits Times enjoyed a 13% increase in readership for the year ended 2008 compared to the year before, attributed to
editorial strides made to attract readers during the year.
During 2008, NST also organised several Corporate Responsibility (CR) initiatives, notably the RHB-NST Spell-It-Right (“SIR”)
Challenge aimed at primary and secondary school students. The SIR Challenge, which started on 5 April 2008 and ended on 9
August 2008, was participated by some 330 students from 207 primary schools and 283 secondary schools through NST’s
Newspaper in Education (“NIE”) program. NIE also launched the interactive e-learning English site, called NiEXUS in January
2008 aimed at students between the ages five and 17. The aim of the site is to foster creative self-expression and language
learning while at the same building an online student community. To date the site has approximately 7,000 registered students.
The New Straits Times also continued to organise several annual events such as the 4th NSTP-PwC Malaysian Humanitarian
Award held on 12 May 2008 and the 7th NST-Maybank Car of the Year Award held on 27 November 2008.
Berita Harian
Berita Harian underwent a quiet but significant change in 2008. After 51 years of being a broadsheet newspaper, it turned
compact on 7 July 2008. Despite the success of the other compact newspapers within the Group, the decision to convert
Berita Harian into a tabloid format was not one which was made lightly. NSTP commissioned a study on the reading habits of
Bahasa Malaysia newspaper readers; it analysed and deliberated on the findings before electing for the change. Once the
decision had been made, NSTP ensured that the first publication of Berita Harian compact was rolled out from the plants’
production lines smoothly and efficiently. The positive result from the introduction of the compact can be seen by the 9%
increase of Berita Harian’s readership to 1.7 million by the end of 2008.
146/147
Harian Metro
Throughout the year, Harian Metro continued to surge in circulation and advertising revenue. For the July 2007-June 2008
period, Harian Metro was the highest circulated daily Bahasa Malaysia newspaper, having increased by 12% from the same
period in the previous year. It was also the number one Bahasa Malaysia daily newspaper among readers, claiming 2.2 million
readership at the end of 2008.
Harian Metro held several promotional events in 2008 most notably the Karnival Futsal i-Metro. More than 1000 teams and
10,000 players took part in the four zone tournament, the biggest futsal event in Malaysia. Karnival Futsal i-Metro has also
helped increase the popularity of the newspaper’s website, i-Metro, as the tournament played a role for social networking
among i-Metro members. To date approximately 110,000 readers have registered online as i-Metro members.
feeling the buzz
The latest vibes, the funniest
shows, the hottest music or
even nostalgia – Media Prima is
always tuned in to what our
viewers and listeners want by
offering the latest trends in
entertainment.
calendar of
significant events
14 January 2008 | Media Prima’s TV3 dominated Malaysia’s
Top 20 Programmes in 2007
TV3, Media Prima’s flagship television station and the No.1 free-toair (FTA) TV station in Malaysia finished the 2007 season dominating
the year’s top 20 programmes, recording a highly impressive 33%
share of viewers amongst over a hundred channels available on
satellite and FTA and amidst a proliferation of new channels in the
same year.
According to AGB Nielsen Media Research, 2007’s top rated
programmes included TV3’s award winning prime news segment,
Buletin Utama, Anugerah Juara Lagu, Anugerah Bintang Popular and
Anugerah Skrin. The top programmes came from exclusive “live”
events which viewership share tripled the regular viewing share.
28 February 2008 | Media Prima recorded another profitable year
Media Prima announced another set of exceptional financial results
with net profit after tax for the year ended 31 December 2007
crossing the RM100 million mark for the first time to hit RM117.4
million representing an increase of 46% from RM80.3 million
recorded in 2006.
At the same time, profit before tax increased by 43% to RM151.3
million from RM105.7 million recorded in 2006. The strong profits
were attributed to the excellent performance of all its media assets,
covering television, radio, the outdoor business and significantly
improved operational results in its associate company, NSTP.
29 February 2008 | Media Prima Group Managing Director on
CNBC
Media Prima’s Group Managing Director, Abdul Rahman Ahmad
was interviewed live by CNBC’s Martin Soong on the Group’s
growth strategy and expansion plans.
150/151
25 March 2008 | Media Prima announced the setting up of a
Media Fund and “Primedia” in the Philippines
Media Prima announced the establishment of the proposed MPB
Strategic Media Fund Limited Partnership (“the Media Fund”), a
private equity fund to be set up for the purpose of investing in media
assets across South East Asian and other Asian emerging markets.
The fund’s maiden investment would be in the Philippines, through
MPB Primedia Inc. (currently a subsidiary of Media Prima), which
entered into a block airtime and consultancy agreement with ABC
Development Corporation, one of the top three television networks
in the Philippines.
21 April 2008 | The Ministry of Information’s visit to Sri Pentas
The Ministry of Information Malaysia led by Information Minister,
Datuk Ahmad Shabery Cheek paid an official visit to Sri Pentas to
discuss potential collaboration between government TV stations
and private TV stations.
24 April 2008 | Tioman International ECO-Challenge launch by
His Royal Highness Sultan of Pahang
Sri Pentas welcomed an official visit from His Royal Highness
Sultan Ahmad Shah, Sultan of Pahang who officiated the launch of
Tioman International Eco-Challenge 2008.
calendar of
significant events
29 April 2008 | Media Prima’s Annual General Meeting 2008
Media Prima held its 7th Annual General Meeting at the Holiday Inn
Hotel, Glenmarie Shah Alam.
1 May 2008 | “Bridges – Dialogues Towards a Culture of
Peace” HSH Prince Alfred of Liechtenstein
Media Prima’s Chairman, Dato’ Abdul Mutalib Bin Datuk Seri
Mohamed Razak and Group Managing Director, Abdul Rahman
Ahmad met with the Chairman of the advisory board of the
International Peace Foundation, HSH Prince Alfred of Liechtenstein
as part of the “Bridges - Dialogues Towards A Culture Of Peace”
initiative by the International Peace Foundation.
8 May 2008 | 8TV Scholarship Fund awarded 39 students
8TV awarded RM1,000,000 worth of scholarships to 39 deserving
students under the Higher Opportunities for Higher Education
(HOPE) programme in partnership with SEGi University College.
152/153
28 May 2008 | Media Prima registered profitable first quarter
2008
Media Prima’s profit after tax and minority interests grew by 101%
to RM17.1 million for the first quarter ended 31 March 2008 from
RM8.5 million recorded in the first quarter ended 31 March 2007.
Excluding exceptional items relating to the voluntary separation
cost undertaken by the Group to increase operational efficiency
and gain on disposal of Malay Mail Sdn. Bhd. by NSTP Group, net
profit increased by more than 140% from RM8.5 million recorded
in the prior quarter to RM20.4 million.
This strong performance was attributed to continued contributions
from all of its business divisions.
13 June 2008 | Media Prima chosen as Malaysia’s Best
Managed Mid Cap Company for 2nd consecutive year
Media Prima was voted for the second consecutive year as the best
managed Malaysian company in the mid-cap category in Finance
Asia’s 2008 poll for Asia’s best-managed companies. Under the
annual exercise conducted by Finance Asia, votes were collected
from over 200 fund managers and equity analysts across the
regions, who were asked to rank companies in 10 Asian countries
according to the overall management, corporate governance,
investors’ relations and commitment to paying dividends.
30 June 2008 | Media Prima received Corporate Branding
Award from Asia Pacific Brands Foundation
Media Prima was awarded the ‘Corporate Branding in Electronic
Media’ award by the Asia Pacific Brand Foundation (APBF) at “The
BrandLaureate Awards 2008”, reaffirming the market’s recognition
of the Group’s efforts to create value for its shareholders.
calendar of
significant events
28 July 2008 | Italian Ambassador to Malaysia’s visit to Sri
Pentas
The Italian Ambassador to Malaysia, Alessandro Busacca paid an
official visit to Sri Pentas.
8 August 2008 | primeworks studios debut
Media Prima launched its fully owned but independent subsidiary,
“primeworks studios” as a move to produce great content for TV,
movie and any new media content, both in Malaysia and around
the world –with plans to bring local creativity to greater heights.
28 August 2008 | Media Prima continued to record strong
revenue and earnings growth for Half Year 2008
Media Prima posted another strong set of results for its half year
ending 30 June 2008 with profits after tax and minority interest
(PATAMI) and excluding exceptional items increasing by an
impressive 48% to RM49.1 million compared to the same period in
the previous financial year. The Group also recorded a higher
revenue of 28% to RM358 million, reflecting the strong contribution
from all media assets covering the radio and television networks as
well as the outdoor division, whose results were fully consolidated
as opposed to only three months in the prior period.
154/155
4 September 2008 | Media Prima announced partnership with
Global Brand Forum
Media Prima announced its partnership with Global Brand Forum
(GBF) to bring world-renowned speakers to Malaysia for the first
time from 4 to 5 December 2008. Themed “Creating Leader
Brands”, the forum was aimed at elevating brand consciousness
amongst Malaysian businesses to enable Malaysian brands to
compete at the international arena.
8 September 2008 | Media Prima Group Managing Director’s
speaking engagement at the Asia Media Summit, Hong Kong
Media Prima’s Group Managing Director, Abdul Rahman Ahmad
was invited for a presentation and discussion at the Asia Media
Summit in Hong Kong.
30 September 2008 | Media Prima’s proposed expansion plans for
its radio operations
Media Prima expanded its radio business with an additional radio
network with the proposed acquisition of “Radio Wanita Sdn. Bhd.”
(RWSB). The Group announced that it has agreed to acquire
RWSB through a conditional share sale agreement, which will see
Media Prima owning 80% stake in RWSB.
calendar of
significant events
9 October 2008 | Top Media Powerhouse joined forces
with Global Brand Forum and Media Prima to power
Malaysian Brands
The Global Brand Forum’s debut in Malaysia saw an explosively
unique partnership among leading media powerhouses in the
country as they joined forces for the larger objective of raising the
brand consciousness of Malaysian businessmen and marketeers
to compete in the global arena.
Presented by Media Prima, the Global Brand Forum Malaysia saw
an extraordinary collaboration with the New Straits Times , The
Star, The Edge, The Malaysian Reserve and Astro Awani.
21 October 2008 | Media Prima radio stations rose to greater
heights
Hot FM affirmed its position as the No.1 station in terms of average
audience, according to survey#2 results by AGB Nielsen Media
Research.
Listenership for the two year old Hot FM grew over 48% since its
launch, from 2.9 million in 2006 to 4.3 million 2008 with the Hot FM
AM Krew hosted by Fara Fauzana and Faizal Ismail now the No.1
breakfast show in Malaysia.
Fly FM, meanwhile maintained its position as the number 2 English
station in the under-34 demographic and student categories, with
a strong lead that was well ahead of the other stations in the High
Household Income group.
29 October 2008 | KLBC endorsed debut of Global Brand
Forum Malaysia
Media Prima welcomed the Kuala Lumpur Business Club (KLBC)
onboard the Global Brand Forum Malaysia 2008 in raising the
brand consciousness of Malaysia businesses to compete in the
international business arena. Through this dynamic collaboration,
Malaysian business owners benefited through valuable insights
from speakers at the forum.
156/157
24 November 2008 | Media Prima’s revenue and profit grew in
Q3 2008 despite challenging market environment
Media Prima increased its profit after tax and minority interest and
excluding exceptional items (PATAMI) for the nine months ended 30
September 2008 by 5% to RM80.4 million compared to the same
period in the previous financial year. Additionally, the Group recorded
higher revenue of 16% to RM572 million, reflecting the strong
contribution especially from its radio networks, outdoor division and
newspaper business. Media Prima’s net profit for the 9 months
period ended 30 September 2008 grew by 4% to RM81 million from
RM78.6 million recorded in the previous corresponding year.
25 November 2008 | TV3 - Malaysia’s Channel of Choice
(Malaysia Most Valuable Brand)
The Association of Accredited Advertising Agents Malaysia (4As)
named TV3 as one of Malaysia Most Valuable Brands (MMVB) for
the 2nd consecutive year. The valuation exercise was conducted
by Interbrand, one of the world’s largest brand consultancies.
26 November 2008 | Media Prima ranked amongst top ten
best in MSWG Corporate Governance Survey 2008
Media Prima maintained its ranking by the Minority Shareholder
Watchdog Group (MSWG) as the 7th best company for corporate
governance among 690 public listed companies surveyed in 2008.
calendar of
significant events
29 November 2008 | Media Prima’s annual television networks
screening
Media Prima previewed its new and returning programmes for
2009 at its annual Television Networks Screenings at the Kuala
Lumpur Convention Centre, which was attended by advertisers,
corporate clients and media buyers.
4 & 5 December 2008 | Media Prima presented the Global
Brand Forum Malaysia 2008
Media Prima Berhad presented the inaugural Malaysia’s edition of
the Global Brand Forum.
The inaugural event played host to dynamic personalities and
icons such as Oliver Stone (Oscar-winning Hollywood film
director), Jim Stengel (former Global Chief Marketing Officer of
Procter & Gamble), Martin Lindstrom, (youth marketing and techno
branding guru), Mallika Sherawat (Bollywood actress), Stewart
Butterfield (founder of photo sharing website Flickr.com) and
Joanne Ooi (Creative Director of Shanghai Tang).
The event was graced by Malaysia’s Deputy Prime Minister, Datuk
Seri Najib Tun Razak and Minister of the Ministry of International Trade
and Industry (MITI), Tan Sri Muhyiddin Yassin.
11 December 2008 | Media Prima Television Networks
received multiple nominations at the Asian Television Awards
2008, Singapore
Media Prima Television Networks received five nominations at one
of the most prestigious events in the Asian broadcast industry, the
Asian Television Awards 2008 in Singapore. Amongst Media Prima
Television Networks’ programmes that were short listed under
several categories were, TV3’s Anugerah Juara Lagu 22, ntv7’s
Love is All Around and 8TV’s Goodnight DJ Episodes 2 and 8.
awards and
recognition
FinanceAsia
Malaysia’s Best Mid-Cap Company
Best Investor Relations (rank 7th)
Best Corporate Governance (rank 8th)
TV3 was named as one of the
top 30 brands in the “Malaysian
Most Valueble Brands” (MMVB),
organised by The Association of
Accredited Advertising Agencies
(4As). The valuation exercise
was conducted by world
renowned Interbrand.
158/159
2007-2008
Minority Shareholders Watchdog Group
Corporate Governance Survey 2008
7th (Joint Winner)
Anugerah Skrin 2008
2008 Promax Asia
Anugerah Oskar Malaysia 7
Best Music TV Show
Anugerah Juara Lagu 2008 - TV3
Best Interstitial
Project SuperStar Year 3 (Gold)
8TV
Best Art Director (Telemovie)
Grand Brilliance Sdn. Bhd.
Best Magazine/
Documentary TV Programme
Majalah 3 - TV3
Best Reality TV Show
So You Think You Can Dance
Season 2 - 8TV
Best Entertainment TV Show
Project SuperStar (Season 2) - 8TV
Best Drama Campaign (Silver)
Terminator:
The Sarah Connor Chronicles
8TV
Best Film Visual Effect (Telemovie)
Grand Brilliance Sdn. Bhd.
awards and
recognition
AWARD
CATEGORY
RECIPIENT
Malaysia’s Most
Valuable Brands (MMVB) by
4As and The Edge
Malaysia’s Most Valuable Brands
TV3
Listed as top 15
Malaysian Press Institute –
Petronas AWARDS 2008
English language category
New Straits Times
Sonia Ramachandran
Heidi Foo
Sports category for Malay language
New Straits Times
Lokman Zainal Abidin
Entertainment category
Berita Harian
Azrul Affandi Sobry
Second best photo category
New Straits Times Press (M) Berhad
Datu Ruslan Sulai
Third best photo category
Zulkarnain Ahmad Tajuddin
Media Specialist Award
(MSA) 2008
Best Use of Out of Home
Media-Silver Award
Big Tree Outdoor Sdn. Bhd. (media platform)
Universal McCann/MindShare
Minority Shareholder
Watchdog Group (MSWG)
7th for Best Corporate
Governance
Media Prima Berhad
Finance Asia 2008 Poll –
Asia’s Best Managed Companies-
Media Prima Berhad
1. Best Managed Malaysian Company
in the Mid-Cap Category
2. Eighth in the country for
‘Best Corporate Governance’
3. Fifth in the country for
‘Best Investors’ Relations’ category.
Asia Pacific Brand
Foundation (APBF)
The BrandLaureate Awards‘Corporate Branding in
Electronic Media’
Media Prima Berhad
Malam Anugerah Media 2008
Kementerian Perdagangan
Dalam Negeri dan
Hal Ehwal Pengguna
Special Jury Award –
“Ringgit & Sense”
New Straits Times
Best Consumer Reporter
New Straits Times
Sonia Ramachandran
Anugerah Tinta Gafim 2008
1. Penulisan Bahasa Malaysia
Berita Harian
Abdullah Mamat
2. Penulisan Bahasa Malaysia
Berita Harian
Zainuri Misfar
3. Kategori Kritikan Filem/Muzik
Berita Harian
Akmal Abdullah
4. Penulisan Bukan Bahasa Malaysia
New Straits Times
Suraya Al Attas
5. Penulisan Bukan Bahasa Malaysia
New Straits Times
Amir Muhammad
160/161
AWARD
CATEGORY
RECIPIENT
Majlis Anugerah Cemerlang
1. Penerima Emas
Berita Harian
Keselamatan dan Kesihatan
2. Penerima Perak
New Straits Times
Pekerjaan Kebangsaan 2007
3. Tempat Keempat
Harian Metro
Malam Penghargaan Media
Balai Seni Lukis Negara 2008
1. Anugerah Khas Liputan Seni Visual
Berita Harian
Azran Jaafar
Kawat-ExxonMobil Exploration
Journalism Awards 2008
1. Second place in the
Best Economic writing category
Berita Harian
Sharani Ismail
2. Third place in the
Best Economic writing category
Berita Harian
Nazura Ngah
Best News category
Harian Metro
Ahmad Shahrul Nizam Muhammad
Best News category
Harian Metro
Zarina Abdullah
1. Business and Economics
Reporting Award
New Straits Times
Datuk Joniston Bangkuai
2. Environmental Reporting Award
New Straits Times
Jaswinder Kaur
1. Samad Idris Challenge Trophy
New Straits Times
Muhammad Hazimin Sulaiman
Suraya Al Attas
Amir Muhammad
2. Third Prize in Bahasa Malaysia
Harian Metro
Hartati Hassan Basri
Bahasa Malaysia category
1. Journalism Award
2. News Reporting Award
Reporting Award
4. Environmental Journalism Award
Berita Harian
Hasan Omar
Main Journalism category
New Straits Times
Roy Goh
Environmental award
Main Journalism category
New Straits Times
Jaswinder Kaur
Best Picture Award
Datu Ruslan Sulai
Best Sports Photography
Edmund Samunting
Best News Photography and
Environmental Photography
(Bahasa Malaysia category)
1. Journalism Award
2. News Reporting Award
Reporting Award
4. Environmental Journalism Award
Berita Harian
Mohd Azrone
Sarabatin
Kinabalu Shell Press Awards
Finas’ Film Industry
Appreciation Evening
Universiti Malaysia Sabah
Journalism Education Awards
awards and
recognition
AWARD
CATEGORY
RECIPIENT
Permodalan Nasional Bhd
Group’s Media Appreciation
Night
Best Journalist Award
New Straits Times
Zulita Mustafa
Two consolation prizes
Berita Harian
Mohd Azrone
Sarabatin
Consolation prizes
New Straits Times
Roy Goh
Consolation prizes
New Straits Times
Jaswinder Kaur
Best Music TV Show
TV3
Anugerah Juara Lagu 2008
Best Magazine/
Documentary TV Programme
TV3
Majalah 3
Best Reality TV Show
8TV
So You Think You Can Dance Season 2
Best Entertainment TV Show
8TV
Project SuperStar- Season 2
Best Screenplay
SEPI –Mira Mustapha/ARA
Best Actress
SEPI- Baizura Kahar
Best Supporting Actress
SEPI – Nasha Aziz
Best Drama Series
ntv7
Elly (nominated)
Best Drama
ntv7
Aku Bukan Buaya (nominated)
Jangan Lupa (nominated)
1. Best Programme
TV9
Akademi al-Quran
2. Penerbitan Program
Majalah Islam Terbaik
TV9
Akademi al-Quran
3. Pengacara Wanita Rancangan
Islam Terbaik
TV9
Farrah Adeeba-Cari Menantu
Readers’ Favourite Local TV Show
8TV
Project SuperStar
Readers’ Favourite Local TV Host
(Male)
8TV
Gary Yap (Gold)
Dylan Liong (Silver)
Rickman Chia (Bronze)
Readers’ Favourite Local TV Host
(Female)
8TV
Cheryl Lee (Gold)
Natalie Ng (Silver)
Ng Kar Yoon (Bronze)
Readers’ Favourite Local TV Actor
8TV
Johnson Wee (Silver)
Readers’ Favourite Local TV Actress
8TV
Hoon Mei Sim (Silver)
Best TV Production
TV3
Majalah 3
Anugerah Skrin 2008
Anugerah Amin 2008
Best Yeah Awards 2008
(Chinese Entertainment)
Anugerah Media Pertanian by
Ministry of Agriculture
162/163
AWARD
CATEGORY
RECIPIENT
Islamic Media Award 2008
Best Islamic TV Documentary
Programme
Jejak Rasul 13-Sahabat
Best Islamic Magazine Production
Akademi Al-Quran 2 Finals
Best Cinematography
Evolusi KL Drift
Special Jury Award- The Effective
Use of Action Stunts On Screen
Evolusi KL Drift
Special Jury Award-Box Office Film
Duyun
Best Sound Effect
Susuk
Best Poster
Susuk
Best Film Visual Effects
Antoo Fighter
Best Film Costume
Antoo Fighter
Best 3D Animator
Antoo Fighter
Film Production Manager
Evolusi KL Drift
Choice Jury Film
SEPI
Best Scriptwriter
SEPI – Mira Mustapha/ARA
Best Key Grip Operator
SEPI – Dzulkafli Mohd Jusoh
Best Art Director (Telemovie)
Sumur Kasih – Mohd. Firdaus Mohd Sahar
Best Film Visual Effect (Telemovie)
Residen (Harlina Abdul Ghani)
Best Continuity (Telemovie)
Lillah – Noorsyahida Mohd Radzali
Best Videography (Telemovie)
Lillah – Malek Marwi
Best Location Manager (Drama Series)
Saka – Sahib Selamat
TV Promotional and Film Advertising/
Promotion
8TV
Desperate Housewives-SS 4 – (Bronze)
Terminator – The Sarah Conor Chronicles (Silver)
Station Identity
May Newbies 2008 (Bronze)
TV Programme Trailer
Reaper (Silver)
Best Interstitial
Project SuperStar Year 3 (Gold)
Best Drama Campaign
Terminator: The Sarah Connor Chronicles (Silver)
Asia-Pacific Broadcasting
Union Prizes 2008
TV Sports
ntv7
The Arena (sole Malaysian nomination)
Asian Television Awards
Best Music Programme
TV3
Anugerah Juara Lagu Ke-22 (nomination)
Best Drama Performance by an actor
ntv7
Love is all around – Melvin Sia (nomination)
Best Cinematography
8TV
Goodnight DJ – Ep. 2 and 9 (nomination)
Best Single Drama or
Telemovie Programme
8TV
Goodnight DJ – Ep. 8 (nomination)
Best Animated Series
TV9
Upin & Ipin
21st Malaysian Film Festival
Anugerah Oskar Malaysia 7
2008 Phoenix Awards
2008 Promax Asia
Kuala Lumpur International
Film Festival (KLIFF)
financial
statements
Summary of Significant Accounting Policies // 179
directors’
report
The Directors have pleasure in submitting their report with the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2008.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and the provision of procurement services for its subsidiaries.
The principal activities of the Group consist of investment holding, commercial television and radio broadcasting, general media
advertising, provision of advertising space and related production works, sale of programme rights, sale of videos, cable and
laser rights and the provision of production, event management and other industry related services.
There have been no significant changes in the nature of these activities during the financial year.
The principal activities of the subsidiaries and associates are set out in Note 25, Note 26 and Note 43 to the financial statements.
FINANCIAL RESULTS
Group
RM’000
Company
RM’000
117,703
(45,257)
56,639
–
Net profit for the financial year
72,446
56,639
Attributable to:
Equity holders of the Company
Minority interests
86,023
(13,577)
72,446
Net profit for the financial year from continuing operations
Loss from subsidiary acquired exclusively for sale
DIVIDENDS
The dividends paid or declared since 31 December 2007 were as follows:
RM’000
(1) In respect of the financial year ended 31 December 2007, a final dividend of
9.3 sen gross per ordinary share, less income tax of 26%, paid on 18 July 2008:
- as shown in the Directors’ report of that financial year,
dividends on 842,183,254 ordinary shares
- dividends on additional 4,966,808 ordinary shares issued subsequent to
31 December 2008 up to the date of book closure on 30 June 2008
due to conversion of debt and equity instruments
57,964
337
58,301
(2) Special dividend of 9.0 sen per share on 845,309,233 ordinary shares,
less income tax of 26%, paid on 30 April 2008 to shareholders registered
on the Company’s Register of Members at the close of business on 17 April 2008.
56,297
114,598
166/167
DIVIDENDS (cont’d)
The Directors had on 27 February 2009 recommended the payment of a final dividend of 6.7 sen gross per ordinary share,
less income tax at 25% subject to the approval of the shareholders at the forthcoming Annual General Meeting of the Company,
will be paid on 28 July 2009 to shareholders registered on the Company’s Register of Members at the close of business
on 30 June 2009.
RESERVES AND PROVISIONS
All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.
ISSUE OF SHARES
During the financial year, 11,627,788 new ordinary shares of RM1.00 each were issued by the Company comprising:
(a) 6,181,967 ordinary shares of RM1.00 each through the conversion of 9,274,536 Irredeemable Convertible Unsecured Loan
Stocks (“ICULS”) of RM1.00 each on the basis of two new ordinary shares for every three ICULS exercised. The premium
arising from the ICULS conversion of RM3,092,569 has been credited to the Share Premium account.
(b) 4,839,121 ordinary shares of RM1.00 each arising from the exercise of 4,839,121 Warrants of RM0.10 each at an exercise
price of RM1.10 per Warrant. The premium arising from the exercise of Warrants of RM967,824, including the transfer of
proceeds from issuance of Warrants of RM524,413 from Warrants Reserve, has been credited to the Share Premium account.
(c) 606,700 ordinary shares of RM1.00 each pursuant to the exercise of the Employees’ Share Option Scheme (“ESOS”) at
exercise prices of RM1.46, RM1.55 and RM2.23 per share. The premium arising from the exercise of ESOS of RM385,281
has been credited to the Share Premium account.
The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary shares
of the Company.
EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”)
The Company’s ESOS was approved by the shareholders on 7 January 2005 and became effective on 11 January 2005 for
a period of five (5) years, expiring on 10 January 2010.
Details of the ESOS are set out in Note 10 to the financial statements.
The Company has been granted an exemption by the Companies Commission of Malaysia via a letter dated 18 March 2009
from having to disclose in this report, the names of the persons to whom options have been granted during the financial year
and details of their holdings pursuant to Section 169 (11) of the Companies Act, 1965 except for information on employees who
were granted options representing 600,000 ordinary shares and above.
There were no persons who were granted options representing 600,000 ordinary shares and above during the financial year.
directors’
report
DIRECTORS
The Directors who have held office during the period since the date of the last report are:
Dato’ Abdul Mutalib Datuk Seri Mohamed Razak
Abdul Rahman Ahmad
Dato’ Kamarulzaman Hj Zainal
Dato’ Abdul Kadir Mohd Deen
Dato’ Gumuri Hussain
(appointed on 29 April 2008)
Dato’ Dr Mohd Shahari Ahmad Jabar
(resigned on 29 April 2008)
In accordance with Article 106 of the Company’s Articles of Association, Dato’ Gumuri Hussain, who was appointed during the
financial year, retires at the forthcoming Annual General Meeting and, being eligible, offers himself for election.
In accordance with Articles 101 and 102 of the Company’s Articles of Association, Shahril Ridza Ridzuan, Tan Sri Mohamed Jawhar
and Dato’ Kamarulzaman Hj Zainal retire by rotation at the forthcoming Annual General Meeting and, being eligible,
offer themselves for re-election.
DIRECTORS' BENEFITS
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements
with the object or objects 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, other than the Company’s ESOS (see Note 6 to the financial
statements).
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than
Directors’ remuneration and benefits-in-kind disclosed in Note 6 to the financial statements) 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.
REMUNERATION COMMITTEE
The Remuneration Committee concluded the annual review of the overall remuneration policy for Directors, the Group Managing
Director and the Senior Management Officers whereupon recommendations are made the Board of Directors for approval. The
members of the Remuneration Committee comprise of:
•
•
•
•
Dato’ Abdul Kadir Mohd Deen (Chairman)
Dato’ Abdul Mutalib Datuk Seri Mohamed Razak
168/169
DIRECTORS' INTERESTS IN SHARES
According to the Register of Directors’ shareholdings, particulars of interests of Directors who held office as at the end of the
financial year in shares and options over ordinary shares in the Company are as follows:
Number of ordinary shares of RM1.00 each
Abdul Rahman Ahmad
Dato’ Kamarulzaman Hj Zainal
As at
1.1.2008
’000
Additions
’000
Disposals
’000
As at
31.12.2008
’000
600
190
200
–
–
–
–
–
–
600
190
200
Number of options over ordinary shares of RM1.00 each
As at
As at
Granted
Exercised
31.12.2008
1.1.2008
’000
’000
’000
’000
350
–
–
350
Other than as disclosed above, according to the Register of Directors’ shareholdings, none of the other Directors in office at the
end of the financial year held any interest in shares and options over ordinary shares in the Company and its related
corporations during the financial year.
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS
Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took
reasonable steps:
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for
doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had
been made for doubtful debts; and
(b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their
values as shown in the accounting records of the Group and of the Company had been written down to an amount which
they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:
(a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial
statements of the Group and of the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company
misleading; or
(c) 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.
directors’
report
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (cont’d)
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months
after the end of the financial year which, in the opinion of the Directors, will or may affect the ability of the Group or of the
Company to meet their obligations when they fall due.
At the date of this report, there does not exist:
(a) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which
secures the liability of any other person; or
(b) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial
statements which would render any amount stated in the financial statements misleading.
In the opinion of the Directors:
(a) the results of the Group's and of the Company's operations during the financial year were not substantially affected by any
item, transaction or event of a material and unusual nature except as disclosed in the financial statements; and
(b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or
event of a material and unusual nature likely to affect substantially the results of the operations of the Group or
of the Company for the financial year in which this report is made.
AUDITORS
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.
Signed on behalf of the Board of Directors in accordance with their resolution dated 18 March 2009.
DATO’ ABDUL MUTALIB DATUK SERI MOHAMED RAZAK
CHAIRMAN
ABDUL RAHMAN AHMAD
GROUP MANAGING DIRECTOR
income
statements
170/171
for the financial year ended 31 December 2008
Group
Continuing operations
Revenue
Other operating income
Finance income
Programmes, film rights and album
production costs
- Amortisation
- Write off
Other direct costs
Employee benefits costs
Advertising and promotion expenses
Transmission rental and expenses
Repairs and maintenance
Utilities
Professional and consultancy fees
Rental of premises
License fees
Depreciation of property, plant
and equipment
Depreciation of investment properties
Amortisation of prepaid lease rentals
(Impairment losses)/ write back of
impairment losses on assets
Doubtful debts for trade
and other receivables
- Allowances
- Write back
Bad debts written off
(Allowance)/reversal of allowance
for diminution in value of quoted
investment
Amortisation of intangibles
Other operating expenses
Profit from continuing operations
Finance cost
Share of results of an associate
Profit before taxation
Taxation
Net profit for the financial year from
continuing operations
Company
Note
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
2
781,290
33,319
1,493
691,339
39,264
1,195
109,101
2,130
–
163,507
–
–
(208,103)
(1,489)
(77,798)
(155,153)
(31,311)
(35,250)
(12,848)
(14,255)
(7,059)
(11,066)
(9,210)
(179,650)
(44)
(43,163)
(160,638)
(22,577)
(30,556)
(12,774)
(13,020)
(7,609)
(9,449)
(6,170)
–
–
–
(4,426)
(1,406)
–
(69)
(61)
(738)
–
–
–
–
–
(10,601)
(1,099)
–
(16)
(38)
(1,116)
–
–
(39,107)
(271)
(334)
(37,639)
(274)
(827)
(51)
–
–
(7)
–
–
(132)
4,278
–
–
(4,010)
–
(1,422)
(4,707)
447
–
–
–
–
–
–
–
(1,163)
(6,710)
(40,368)
912
(6,823)
(42,255)
–
–
(3,926)
–
–
(3,642)
159,043
(20,308)
20,529
159,260
(24,209)
14,044
100,554
(18,318)
–
146,988
(15,972)
–
159,264
(41,561)
149,095
(31,655)
82,236
(25,597)
131,016
(37,936)
117,703
117,440
56,639
93,080
3
4
5
3
7
income
statements
Group
Subsidiary held exclusively for sale
Losses from subsidiary acquired
exclusively for sale
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
43
(45,257)
–
–
–
72,446
117,440
56,639
93,080
86,023
(13,577)
117,440
–
72,446
117,440
13.92
14.37
(3.75)
10.17
–
14.37
13.92
14.09
(3.75)
10.17
–
14.09
Attributable to:
Equity holders of the Company
Minority interests
Company
Note
43
Basic earnings per share (sen) for:
- net profit from continuing operations
- losses from subsidiary acquired
- net profit for the financial year
8
Diluted earnings per share (sen) for:
- net profit from continuing operations
- losses from subsidiary acquired
- net profit for the financial year
8
The accounting policies on pages 179 to 194 and the notes on pages 195 to 244 form an integral part of these financial statements.
balance
sheets
172/173
as at 31 December 2008
Group
Company
Note
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
10
11
12
853,811
188,118
33,900
842,183
183,250
30,132
853,811
188,118
843
842,183
183,250
1,791
14
(524,527)
(495,952)
58,973
116,932
MINORITY INTERESTS
551,302
(11,533)
559,613
1,922
1,101,745
–
1,144,156
–
TOTAL EQUITY
539,769
561,535
1,101,745
1,144,156
15
16
–
163,990
9,275
162,351
–
163,990
9,275
162,351
18
19
20
21
49,589
14,585
950
20,007
56,865
8,972
–
16,828
49,000
–
–
–
56,000
–
–
–
249,121
254,291
212,990
227,626
788,890
815,826
1,314,735
1,371,782
212,553
13,682
9,162
–
347,444
2,393
2,622
179,084
19,445
203,666
15,049
9,206
–
332,482
3,604
2,731
206,135
7,692
193
–
–
614,829
399,651
–
–
–
–
57
–
–
614,280
399,651
–
–
–
–
786,385
780,565
1,014,673
1,013,988
CAPITAL AND RESERVES
ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY
Share capital
Share premium
Other reserves
(Accumulated losses)/
retained earnings
NON-CURRENT LIABILITIES
Irredeemable convertible
unsecured loan stocks
Bank guaranteed medium term notes
Interest bearing bank borrowings:
- Term loans
Hire-purchase and lease creditors
Trade and other payables
Deferred tax liabilities
NON-CURRENT ASSETS
Property, plant and equipment
Investment properties
Prepaid lease rentals
Subsidiaries
Associates
Investments
Prepaid transmission station rentals
Intangible assets
Deferred tax assets
22
23
24
25
26
27
28
21
balance
sheets
Group
Company
Note
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
29
30
31
32
33
–
35
280,180
–
51,083
3,814
843
58,660
439
254,436
–
128,358
2,532
–
–
–
11,521
443,352
6,792
1,952
–
–
–
5,023
471,587
34,805
1,925
–
335,955
444,425
463,617
513,340
42,402
–
–
–
378,357
444,425
463,617
513,340
20
34
16
191,341
4,282
137,000
271,355
7,242
100,000
12,555
–
137,000
41,546
–
100,000
18
18
14,845
1,674
18,283
16,510
705
13,352
14,000
–
–
14,000
–
–
367,425
409,164
163,555
155,546
8,427
–
–
–
375,852
409,164
163,555
155,546
2,505
35,261
300,062
357,794
788,890
815,826
1,314,735
1,371,782
Sen
Sen
0.64
0.66
CURRENT ASSETS
Assets held-for-sale
Inventories
Trade and other receivables
Amounts due from subsidiaries
Deposits, cash and bank balances
Tax recoverable
Amount due from an associate
Assets of subsidiary acquired
CURRENT LIABILITIES
Trade and other payables
Amount due to an associate
Commercial papers
Interest bearing bank borrowings:
- Term loans
- Bank overdrafts
Current tax liabilities
Liabilities of subsidiary acquired
NET CURRENT ASSETS
NET ASSETS PER SHARE
* Net assets per share is calculated by dividing the net assets of the Group by the number of ordinary shares in issue at the balance sheet date.
statements of
changes in equity
174/175
Group
Note
RM’000
Attributable to equity holders of the Company
Share
Share
Other Accumulated
capital premium reserves
losses
Total
RM’000 RM’000 RM’000
RM’000 RM’000
Minority
interests
RM’000
Total
equity
2008
At 1 January 2008
Currency translation differences/
income and expense
recognised directly in equity
Net profit from continuing
operations for the financial year
Losses from subsidiary acquired
Total recognised income and
expense for the financial year
New subsidiary acquired
Issuance of shares arising from: 10,11
- Conversion of ICULS
- Exercise of Warrants
- Exercise of ESOS
Final dividend paid for the
financial year ended
31 December 2007
9
Special dividend paid
9
842,183
183,250
30,132
(495,952)
559,613
1,922
561,535
–
–
4,716
–
4,716
91
4,807
–
–
–
117,703
117,703
–
117,703
–
–
–
(31,680)
(31,680)
(13,577)
(45,257)
–
–
4,716
86,023
90,739
(13,486)
77,253
–
–
–
–
–
31
31
6,182
4,839
607
3,092
968
808
–
(525)
(423)
–
–
–
9,274
5,282
992
–
–
–
9,274
5,282
992
–
–
–
–
–
–
(58,301)
(56,297)
(58,301)
(56,297)
–
–
(58,301)
(56,297)
At 31 December 2008
853,811
188,118
33,900
(524,527)
551,302
(11,533)
539,769
At 1 January 2007
Currency translation differences/
income and expense
Total recognised income and
expense for the financial year
Acquisition of additional interest
in subsidiaries
Options granted to employees
of the Group
10
Issuance of shares arising from: 10,11
- Exercise of ESOS
- Acquisition of subsidiaries
Reversal of deferred tax liabilities
Final dividend paid for the
financial year ended
31 December 2006
9
763,852
111,677
28,165
(589,563)
314,131
(632)
313,499
–
–
–
–
1,857
–
–
117,440
1,857
117,440
(170)
–
1,687
117,440
–
–
1,857
117,440
119,297
(170)
119,127
–
–
–
(2,724)
(2,724)
2,724
–
–
–
1,266
–
1,266
–
1,266
3,098
18,600
18,062
38,571
1,549
3,704
10,391
55,929
–
(1,860)
–
–
–
–
–
–
4,647
20,444
28,453
94,500
–
–
–
–
4,647
20,444
28,453
94,500
–
–
704
–
704
–
704
–
–
–
(21,105)
(21,105)
–
(21,105)
At 31 December 2007
842,183
183,250
30,132
(495,952)
559,613
1,922
561,535
2007
statements of
changes in equity
Company
Note
Share
capital
RM’000
Non-distributable
Share
Other
premium
reserves
RM’000
RM’000
Distributable
Retained
earnings
RM’000
Total
equity
RM’000
2008
At 1 January 2008
Issuance of shares arising from:
10,11
- Exercise of ESOS
Final dividend paid for the financial
year ended 31 December 2007
9
Special dividend paid
9
842,183
–
183,250
–
1,791
–
116,932
56,639
1,144,156
56,639
6,182
4,839
607
3,092
968
808
–
(525)
(423)
–
–
–
9,274
5,282
992
–
–
–
–
–
–
(58,301)
(56,297)
(58,301)
(56,297)
At 31 December 2008
853,811
188,118
843
58,973
1,101,745
763,852
–
111,677
–
2,385
–
44,957
93,080
922,871
93,080
–
–
1,266
–
1,266
3,098
18,600
18,062
38,571
1,549
3,704
10,391
55,929
–
(1,860)
–
–
–
–
–
–
4,647
20,444
28,453
94,500
–
–
–
(21,105)
(21,105)
842,183
183,250
1,791
116,932
1,144,156
2007
At 1 January 2007
Options granted to employees of
the Group
- Exercise of ESOS
Final dividend paid for the financial
year ended 31 December 2006
At 31 December 2007
10
10,11
9
cash flow
statements
176/177
Group
Company
Note
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
37
114,078
(46,484)
155,461
(41,866)
37,635
(161)
(86,884)
(428)
CASH FLOWS FROM
OPERATING ACTIVITIES
Cash flows generated from operations
Income tax paid
Net cash inflow/(outflow) arising from
operating activities:
- Continuing operations
- Subsidiary acquired exclusively
for sale
67,594
113,595
37,474
(87,312)
(31,290)
–
–
–
Net cash flow from operating activities
36,304
113,595
37,474
(87,312)
(12,867)
–
(16,898)
2,724
(12,867)
(550)
(16,898)
–
–
–
–
(46,683)
(1,440)
269
–
–
–
(64,620)
(576)
(138)
(27,832)
(25,100)
(27,832)
(25,100)
(36,148)
3,195
(32,625)
959
(187)
–
(40)
–
57,251
–
–
–
–
(6,995)
–
–
10
1,493
5,713
–
2,338
6,916
–
115
72,476
–
1,377
4,326
Net cash (outflow)/inflow arising from
investing activities:
- Continuing operations
- Subsidiary acquired exclusively
for sale
(9,185)
(116,535)
31,155
(101,669)
(1,618)
–
–
–
Net cash flow from investing activities
(10,803)
(116,535)
31,155
(101,669)
CASH FLOWS FROM
INVESTING ACTIVITIES
Payment to scheme creditors
of subsidiaries
Additional share capital in subsidiaries
Acquisition of subsidiaries, net of
cash acquired:
- Big Tree Outdoor Sdn Bhd (“BTO”)
- UPD Sdn Bhd (“UPD”)
- The Right Channel Sdn Bhd (“TRC”)
Part payment of purchase
consideration of subsidiaries
- Additions
- Proceeds from disposals
- Proceeds from disposals
Prepaid lease rentals
- Additions
Proceeds from disposal of unquoted
investment
Interest received
Dividends received
cash flow
statements
Group
Note
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
(9,807)
–
(120,742)
(70,000)
(7,000)
–
(48,490)
(70,000)
–
–
(4,405)
(85,000)
(62,044)
(2,711)
–
–
–
(85,000)
–
–
–
2,047
37,000
332,351
–
–
–
–
37,000
332,351
–
–
CASH FLOWS FROM
FINANCING ACTIVITIES
Repayment of:
- Term loans
- Medium term notes
- Unsecured redeemable
exchangeable bond
- Redeemable unsecured loan stocks
- Hire-purchase and lease creditors
Drawdown of:
- Bank borrowings
- Term loan
- Commercial papers
Proceeds from issuance of ordinary
shares arising from:
- Exercise of ESOS
Restricted bank balances
Interest paid
Dividends paid to shareholders of the
Company
5,282
992
(4,371)
(20,188)
20,444
28,453
6,932
(21,349)
5,282
992
–
(18,318)
20,444
28,453
7,000
(13,690)
(114,598)
(21,105)
(114,598)
(21,105)
Net cash flow from financing activities
arising from continuing operations
(108,048)
5,229
(96,642)
149,963
NET (DECREASE)/INCREASE IN
CASH AND CASH EQUIVALENTS
DURING THE FINANCIAL YEAR
(82,547)
2,289
(28,013)
(39,018)
14
2,814
–
–
126,612
121,509
34,805
73,823
44,079
126,612
6,792
34,805
FOREIGN EXCHANGE DIFFERENCES
ON OPENING BALANCES
AT BEGINNING OF THE
FINANCIAL YEAR
AT END OF THE FINANCIAL YEAR
35
summary of significant
accounting policies
178/179
Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items that are
considered material in relation to the financial statements.
A
BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting
Standards (“FRS”), the Malaysian Accounting Standards Board (“MASB”) Approved Accounting Standards in Malaysia for
Entities Other than Private Entities and the provisions of the Companies Act, 1965.
The financial statements have been prepared under the historical cost convention, except as disclosed in this summary of
significant accounting policies.
The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand
(RM’000) except when otherwise indicated.
The preparation of financial statements in conformity with FRS requires the use of certain critical accounting estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the reported financial year.
It also requires Directors to exercise their judgement in the process of applying the Group’s and the Company’s accounting
policies. Although these estimates and judgement are based on the Directors’ best knowledge of current events and
actions, actual results may differ.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant
to the Group’s and Company’s financial statements, are disclosed in Note AD.
(a) Standards and interpretations to existing standards that are applicable to the Group’s and Company’s operations but
not yet effective and have not been early adopted
The new standard and IC Interpretation that are applicable to the Group and Company, which have not been early
adopted are as follows:
•
FRS 8 Operating Segments (effective for annual period beginning on or after 1 July 2009). FRS 8 replaces FRS
114 Segment Reporting. The new standard requires a ‘management approach’, under which segment information
is presented on the same basis as that used for internal reporting purposes.
•
IC Interpretation 9 Reassessment of Embedded Derivatives (effective for annual period of beginning on or after
1 January 2010). IC Interpretation 9 requires an entity to assess whether an embedded derivative is required to be
separated from the host contract and accounted for as a derivative when the entity first becomes a party to the
contract. Subsequent reassessment is prohibited unless there is a change in the terms of the contract that
significantly modifies the cash flows that otherwise would be required under the contract, in which case
reassessment is required.
•
IC Interpretation 10 Interim Financial Reporting and Impairment (effective for annual period beginning on or after
1 January 2010). IC Interpretation 10 prohibits the impairment losses recognised in an interim period on goodwill
and investments in equity instruments and in financial assets carried at cost to be reversed at subsequent balance
sheet date.
accounting policies
A
BASIS OF PREPARATION (cont’d)
(a) Standards and interpretations to existing standards that are applicable to the Group’s and Company’s operations
but not yet effective and have not been early adopted (continued)
•
FRS 7 Financial Instruments: Disclosures (effective for annual period beginning on or after 1 January 2010).
•
FRS 139 Financial Instruments: Recognition and Measurement (effective for annual period beginning on or after
1 January 2010). This new standard establishes principles for recognising and measuring financial assets, financial
liabilities and some contracts to buy and sell non-financial items. Hedge accounting is permitted only under strict
circumstances.
The Group has applied the transitional provision in FRS 7 and FRS 139 which exempts entities from disclosing the
possible impact arising from the initial application of these standards on the financial statements of the Group and
Company.
The Group and Company will apply the above new standards and interpretations to existing standards when effective.
With the exception of FRS 7 and FRS 139, the adoption of these standards and interpretations will not have any
significant impact on the results and position of the Group and Company.
(b) Standard that is not yet effective and not relevant for the Group’s and Company’s operation
•
B
FRS 4 Insurance Contracts (effective for accounting periods beginning on or after 1 January 2010). FRS 4 is not
relevant to the Group’s and Company’s operations as the Group and Company are not involved in insurance activities.
BASIS OF CONSOLIDATION
Subsidiaries are those corporations, partnerships or other entities (including special purpose entities) in which the Group
has power to exercise control over the financial and operating policies so as to obtain benefits from their activities, generally
accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights
that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.
Subsidiaries are consolidated using the purchase method of accounting except for certain business combinations which
were accounted for using the merger method as follows:
•
Internal group reorganisations, as defined in FRS 122 2004 “Business Combinations”, consolidated on/after 1 April 2002
but with agreements dated before 1 January 2006 where:
-
•
the ultimate shareholders remain the same, and the rights of each such shareholder, relative to the others,
are unchanged; and
the minorities’ share of net assets of the Group is not altered by the transfer
Business combinations involving entities or businesses under common control with agreements dated on or
after 1 January 2006.
180/181
B
BASIS OF CONSOLIDATION (cont’d)
The Group has taken advantage of the exemption provided by FRS122 2004 and FRS 3 “Business Combinations” to apply
these standards prospectively. Accordingly, business combinations entered into prior to the respective dates have not been
restated to comply with these standards.
Under the purchase method of accounting, subsidiaries are fully consolidated from the date on which control is transferred
to the Group and are de-consolidated from the date that control ceases. The cost of an acquisition is measured as the fair
value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs
directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any
minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets
acquired at the date of acquisition is reflected as goodwill. See accounting policy Note E on goodwill. If the cost of
acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the
income statement.
Minority interests represent that portion of the profit or loss and net assets of a subsidiary attributable to equity interest that
are not owned, directly or indirectly through subsidiaries, by the parent. It is measured at the minorities’ share of the fair
value of the subsidiaries’ identifiable assets and liabilities at the acquisition date and the minorities’ share of changes in the
subsidiaries’ equity since that date.
Where more than one exchange transaction is involved, any adjustment to the fair values of the subsidiary’s identifiable
assets, liabilities and contingent liabilities relating to previously held interests of the Group is accounted for as a revaluation.
Under the merger method of accounting, the results of the subsidiaries are presented as if the merger had been effected
throughout the current and previous financial years. The assets and liabilities combined are accounted for based on the
carrying amounts from the perspective of the common control shareholder at the date of transfer. On consolidation,
the cost of the merger is cancelled with the value of the shares received. Any resulting credit difference is classified as
equity and regarded as a non-distributable reserve. Any resulting debit difference is adjusted against any suitable reserve.
Any share premium, capital redemption reserve and any other reserves which are attributable to share capital of the merged
enterprises, to the extent that they have not been capitalised by a debit difference, are reclassified and presented as
movement in other capital reserves.
Intragroup transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated but are considered as an impairment indicator of the asset transferred. Accounting
policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group, where necessary.
The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group's share of its
net assets as of the date of disposal, including the cumulative amount of any exchange differences that relate to the
subsidiary, and is recognised in the consolidated income statement.
C
TRANSACTIONS WITH MINORITY INTERESTS
The Group applies a policy of treating transactions with minority interests as transactions with equity owners of the Group.
For purchases from minority interests, the difference between any consideration paid and the relevant share of the carrying
value of net assets of the subsidiary acquired is deducted from equity. Gains or losses on disposals to minority interests are
also recorded in equity. For disposals to minority interests, differences between any proceeds received and the relevant
share of minority interests are also recorded in equity.
accounting policies
D
ASSOCIATES
Associates are those corporations, partnerships or other entities in which the Group exercises significant influence,
but which it does not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.
Significant influence is the power to participate in the financial and operating policy decisions of the associates but not the
power to exercise control over those policies.
Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost.
The Group’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment losses.
See accounting policy Note E on goodwill.
The Group’s share of its associates’ post-acquisition profits or losses is recognised in the consolidated income statement,
and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition
movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate
equals or exceeds its interest in the associate, including any other unsecured receivables, the Group’s interest is reduced to
nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest
in the associates; unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset
transferred. Where necessary, in applying the equity method, adjustments are made to the financial statements of
associates to ensure consistency of accounting policies with those of the Group.
Dilution gains and losses in associates are recognised in the income statement.
For incremental interest in an associate, the date of acquisition is the purchase date at each stage and goodwill is
calculated at each purchase date based on the fair value of assets and liabilities identified. There is no “step up to fair value”
of net assets previously acquired and the share of profits and equity movements for the previously acquired stake
is recorded directly through equity.
E
GOODWILL
Goodwill represents the excess of the cost of acquisition of subsidiaries or associates over the fair value of the Group’s
share of the identifiable net assets at the date of acquisition.
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on
goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to
the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those
cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the business
combination in which the goodwill arose. See accounting policy Note L on impairment of assets.
F
INVESTMENTS
Investments in subsidiaries and associates are stated at cost less accumulated impairment losses. Where an indication of
impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable
amount. See accounting policy Note L on impairment of assets.
182/183
F
INVESTMENTS (cont’d)
Investments in other non-current investments are stated at cost and an allowance for diminution in value is made where,
in the opinion of the Directors, there is a decline other than temporary in the value of such investments. Where there has
been such a decline, such a decline is recognised as an expense in the financial year in which the decline is identified.
On disposal of an investment, the difference between the net disposal proceeds and its carrying amount is
charged/credited to the income statement.
G
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the assets.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance costs are
charged to the income statement during the financial year in which they are incurred.
The Directors have applied the transitional provisions of International Accounting Standard (“IAS”) 16 “Property, Plant and
Equipment”, which has been adopted by MASB, which allow properties previously revalued to continue to be stated at their
valuation amounts less accumulated depreciation and impairment losses. Accordingly, certain leasehold land and buildings
of the Group are stated at valuation amounts carried out in 1996, which have not been updated.
Freehold land is not depreciated as it has an infinite life. Depreciation on assets under construction commences when the
assets are ready for their intended use.
Depreciation on the other property, plant and equipment is calculated so as to write off the cost or valuation of the assets
on a straight line basis over the expected useful lives of the assets, summarised as follows:
Buildings
Plant and machinery
Broadcasting and transmission equipment
Production equipment
Office equipment, furniture and fittings
Office renovations
Motor vehicles
Leasehold improvements
Structures
20 – 50 years
4 – 5 years
10 years
5 – 10 years
3 – 10 years
3 – 5 years
5 years
3 – 15 years
5 – 10 years
Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at each balance sheet date.
At each balance sheet date, the Group assesses whether there is any indication of impairment. If such indications exist,
an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write down is made if the
carrying amount exceeds the recoverable amount. See accounting policy Note L on impairment of assets.
Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are included in
profit/(loss) from operations. On disposal of revalued assets, amounts in the revaluation reserve relating to those assets are
transferred to retained earnings.
accounting policies
H
PREPAID LEASE RENTALS
The Directors have applied the transitional provisions of FRS 117 “Leases” for the lease of land previously recognised as
property within property, plant and equipment.
Where the Group and the Company had previously classified a lease of land as finance lease and had recognised the
amount of the prepaid lease rental as property within property, plant and equipment, the Group and the Company will treat
the lease as an operating lease with the unamortised carrying amount being classified as prepaid lease rental.
Where the Group and the Company had previously revalued the leasehold land, the Group and the Company will retain the
unamortised revalued amount as the surrogate carrying amount of lease rentals, which is amortised over the lease term.
Leasehold land is amortised over the remaining period of the respective leases ranging from 50 and 90 years.
I
INVESTMENT PROPERTIES
Investment properties comprise principally land and buildings held for long term rental yields or for capital appreciation or
both, and are not occupied by the Group. Investment properties are stated at cost less accumulated depreciation and
accumulated impairment losses.
Freehold land is not depreciated as it has an infinite life.
Depreciation on the other investment properties is calculated so as to write off the cost of the assets on a straight line basis
over the expected useful lives of the assets concerned, as summarised below:
Buildings/Cinema
20 – 50 years
On disposal of an investment property, or when it is permanently withdrawn from use and no future economic benefits are
expected from its disposal, it shall be derecognised. The difference between the net disposal proceeds and the carrying
amount is recognised in the income statement in the financial year of the retirement or disposal.
J
INTANGIBLE ASSETS
(a)
Programmes and film rights
Programmes and film rights are stated at cost less accumulated amortisation and accumulated impairment losses, if any.
The programmes and film rights are recognised after they are contracted for, after receipt of materials and after
approvals are obtained from the censorship authority. Cost comprises contracted cost and direct expenditure.
Amortisation is calculated so as to write off the relevant portion of the cost of programmes and film rights which fairly
represents its relevant attached rights, to match against recognised revenue from these programmes and film rights.
184/185
J
INTANGIBLE ASSETS (cont’d)
(a)
Programmes and film rights (cont’d)
The amortisation rates are as follows:
Purchases with full rights/limited rights (2 runs or more)
%
Features
Upon first transmission
Upon second transmission
60
40
Series
100
Purchases with limited rights (1 run) and in-house programmes
100
Where an indication of impairment exists, the carrying amount of the asset is assessed and written down immediately
to its recoverable amount. See accounting policy Note L on impairment of assets.
(b) Acquired concession rights and outdoor advertising rights
Acquired concession rights and outdoor advertising rights that have a finite useful life are carried at cost less
accumulated amortisation and impairment. Amortisation is calculated using the straight-line method to allocate the
cost of concession rights over their respective concession lives. Where an indication of impairment exists, the carrying
amount of the asset is assessed and written down immediately to its recoverable amount. See accounting policy
Note L on impairment of assets.
Acquired concession rights and outdoor advertising rights that have an indefinite useful life are assessed for any
indication of impairment on an annual basis. A write-down is made if the carrying amount exceeds the recoverable
amount. See accounting policy Note L on impairment of assets.
K
PREPAID EXPENDITURE
Prepaid expenditure is in respect of prepaid lease rentals for transmission stations, which are charged to the income
statement on a straight line basis over the respective period of the leases, ranging between 31 and 36 years.
L
IMPAIRMENT OF ASSETS
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that
are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of
the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or
its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there is
separately identifiable cash flows (cash generating units). Non-financial assets other than goodwill that suffered an
impairment are reviewed for possible reversal of the impairment at each reporting date.
accounting policies
L
IMPAIRMENT OF ASSETS (cont’d)
The impairment loss is charged to the income statement unless it reverses a previous revaluation, in which case it is
charged to the revaluation surplus. Impairment losses on goodwill are not reversed. In respect of other assets,
any subsequent increase in recoverable amount is recognised in the income statement unless it reverses an impairment
loss on a revalued asset, in which case it is taken to revaluation surplus.
M
NON-CURRENT ASSETS HELD FOR SALE
Non-current assets are classified as assets held for sale and are stated at the lower of carrying amount and fair value less
costs to sell if their carrying amount is recovered principally through a sale transaction rather than through continuing use.
N
TRADE RECEIVABLES
Trade receivables are carried at invoiced amount less an allowance for doubtful debts. The allowance is established when
there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the
receivables.
Advanced billings are billings made to customers in advance of display rental, advertisement production works or events
elapsed time. Advanced billings collected are disclosed in the financial statements as deferred income. Advanced billings
not collected are excluded from trade receivables until revenue is recognised.
O
INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost is determined on a weighted average basis.
(i)
Consumable spares
Consumable spares comprise spare parts for broadcasting and transmission equipment and are expensed upon
utilisation.
(ii) Albums
Albums comprise mainly costs of production and related production overheads.
(iii) Other inventories
Other inventories comprise mainly cost of work-in-progress incurred for events to be held in future years. The cost
comprises direct labour, other direct costs and related production overheads.
P
For the purpose of the cash flow statements, cash and cash equivalents comprise cash on hand, bank balances,
demand deposits and short term, highly liquid investments with original maturities of three months or less and less bank
overdrafts. Bank overdrafts are included within borrowings, classified under current liabilities on the balance sheet.
186/187
Q
LEASES
(i)
Finance leases
Leases of property, plant and equipment where the Group assumes substantially all the benefits and risks of ownership
are classified as finance leases.
Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased asset and the
present value of the minimum lease payments. Each lease payment is allocated between the liability and finance
charges so as to achieve a constant periodic rate of interest on the balance outstanding. The corresponding rental
obligations, net of finance charges, are included in payables. The interest element of the finance lease is charged to
the income statement over the lease period, so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period.
Property, plant and equipment acquired under finance leases are depreciated over the estimated useful life of the
asset, in accordance with the annual rates stated in Note G above. Where there is no reasonable certainty that the
ownership will be transferred to the Group, the asset is depreciated over the shorter of the lease term and its
estimated useful life.
(ii) 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 are charged to the income statement on a
straight line basis over the period of the lease.
R
INCOME TAXES
Current tax expense is determined according to the tax laws of each jurisdiction in which the Group operates and include
all taxes based upon the taxable profits, including withholding taxes payable by a foreign subsidiary or associate on
distributions of retained earnings to companies in the Group.
Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts
attributed to assets and liabilities for tax purposes and their carrying amounts in the financial statements. However, deferred
tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business
combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss.
Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the
deductible temporary differences or unused tax losses can be utilised.
Deferred tax is recognised on temporary differences arising on investments in subsidiaries and associates except where the
timing of reversal of the temporary differences can be controlled and it is probable that the temporary differences will not
reverse in the foreseeable future.
Deferred tax is determined using tax rates (and tax laws) that have been enacted or substantially enacted by the balance
sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
accounting policies
S
EMPLOYEE BENEFITS
(i)
Short-term employee benefits
The Group recognises a liability and an expense for bonuses based on a formula that takes into consideration the
profit attributable to equity holders of the Company after certain adjustments. The Group recognises a provision where
there is a contractual obligation or where there is a past practice that has created a constructive obligation.
Wages, salaries, sick leave, bonuses and non-monetary employee benefits are accrued in the financial year in which
the associated services are rendered by employees of the Group.
(ii) Post-employment benefits - Defined contribution plans
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity
(a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient
assets to pay all employee benefits relating to the employee service in the current and prior periods.
The Group’s contributions to defined contribution plans, including the national defined contribution plan, the
Employees’ Provident Fund (“EPF”), are charged to the income statement in the financial year to which they relate.
Once the contributions have been paid, the Group has no further payment obligations. Prepaid contributions are
recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
(iii) Termination benefits
Termination benefits are payable whenever an employee’s employment is terminated before the normal retirement date
or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises
termination benefits when it is demonstrably committed to either terminate the employment of current employees
according to a detailed formal plan without the possibility of withdrawal or to provide termination benefits as a result of
an offer made to encourage voluntary redundancy. Benefits which are due more than 12 months after the balance
sheet date are discounted to present value.
(iv) Share-based compensation
The Group operates an equity-settled, share-based compensation plan for its employees.
Employee services received in exchange for the grant of the share options are recognised as an expense in the income
statement over the vesting period of the grant, with a corresponding increase in equity.
The total amount to be expensed over the vesting period is determined by reference to the fair value of the share
options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth
targets). Non-market vesting conditions are included in the assumptions about the number of options that are
expected to vest. At each balance sheet date, the Group revises its estimates of the number of share options that are
expected to vest. It recognises the impact of the revision of original estimates, if any, in the income statement,
with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value)
and share premium when the options are exercised.
188/189
S
EMPLOYEE BENEFITS (cont’d)
(iv) Share-based compensation (cont’d)
The Group has taken advantage of the transitional provisions of FRS 2 “Share-based Payment” in respect of equity
instruments granted after 31 December 2004 and not vested as at 1 January 2006, and not recognised any expense
in respect of these instruments.
T
PROVISIONS
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, when it
is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the amount
can be made. Where the Group expects a provision to be reimbursed, the reimbursement is recognised as a separate
asset but only when the reimbursement is virtually certain. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by
considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to
any one item included in the same class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using
a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
The increase in the provision due to passage of time is recognised as interest expense.
U
CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The Group and Company do not recognise a contingent liability but disclose its existence in the financial statements.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence and non-occurrence of one or more uncertain future events beyond the control of the Group and Company or a
present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in the extremely rare circumstance where there is a liability that cannot be
recognised because it cannot be measured reliably.
A contingent asset is a possible asset that arises from past events whose existence will be confirmed by the occurrence or
non-occurrence of one or more uncertain future events beyond the control of the Group and Company. The Group and
Company do not recognise contingent assets but disclose their existence where inflows of economic benefits are probable,
but not virtually certain.
V
SHARE CAPITAL
Ordinary shares are classified as equity.
Incremental external costs directly attributable to the issuance of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
Dividends on ordinary shares are recognised as a liability in the financial year in which they are declared.
accounting policies
W
DEBT INSTRUMENTS
The debt instruments issued by the Group and the Company are as follows:
(i) Irredeemable convertible unsecured loan stocks (“ICULS”)
(ii) Bank guaranteed medium term notes/Commercial papers (“BGMTN/CP”)
(iii) Warrants
The carrying value of debt instruments issued by the Group and the Company is the nominal value of the debt instruments
less the unamortised discount or plus the unamortised premium on issuance, if any. The discount or premium on issuance
is amortised or accreted to the income statement on an effective yield basis over the duration of the debt instruments.
Coupon payments arising from the debt instruments are charged to the income statement on an accrual basis.
The Group has taken advantage of the exemption provided by FRS 132 “Financial Instruments: Disclosure and
Presentation” not to reclassify compound financial instruments issued by the Company prior to 1 January 2003 into liability
and equity components. Accordingly, the ICULS issued by the Company continue to be classified as liabilities.
X
WARRANTS RESERVE
Proceeds from the issuance of warrants, net of issue costs, are credited to warrants reserve which is non-distributable.
Warrants reserve are transferred to the share premium account upon the exercise of warrants, and warrants reserve in
relation to unexercised warrants at the expiry of the warrants period is transferred to retained earnings.
Y
BORROWINGS
Borrowings are initially recognised based on the proceeds received, net of transaction costs incurred. In subsequent
periods, borrowings are stated at amortised cost using the effective yield method; any difference between proceeds (net of
transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings.
Interest, dividends, losses and gains relating to a financial instrument, or a component part, classified as a liability is
reported within finance cost in the income statement.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability
for at least 12 months after the balance sheet date.
Z
INCOME RECOGNITION
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the
ordinary course of the Group’s activities. Revenue is shown net of discounts, commissions, rebates and taxes and after
eliminating sales within the Group.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic
benefits will flow to the entity and specific criteria have been met for each of the Group’s activities. The amount of revenue is
not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its
estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of
each arrangement.
Revenue of the Company from the provision of procurement services to subsidiaries is recognised on an accrual basis.
190/191
Z
INCOME RECOGNITION (cont’d)
Interest income of the Company is recognised on an accrual basis based on the prevailing interest rates for deposits at
financial institutions and fixed rates for advances to subsidiaries. Interest income of the Group is recognised on an accrual
basis based on the prevailing interest rates. Rental income is recognised on an accrual basis.
Revenue of the subsidiaries is recognised upon the delivery of products and customer acceptance or performance of
services, or upon telecast of advertisements, net of discounts, sales commissions and sales rebates, if any. Revenue from
display rental income, advertisement production works and events are recognised in accordance with the terms of the sales
contract which is principally over the period of the contract, on an accrual basis. Accordingly, all amounts received in
advance are disclosed in the financial statements as deferred income.
Dividend income is recognised when the right to receive payment is established.
AA FOREIGN CURRENCIES
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (the “functional currency”). The financial statements are
presented in Ringgit Malaysia, which is the Company’s functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are
recognised in the income statement.
(c) Group companies
The results and financial position of all the group entities (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the presentation
currency as follows:
•
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance
sheet;
•
income and expenses for each income statement are translated at average exchange rates (unless this average is
not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which
case income and expenses are translated at the rate on the dates of the transactions); and
•
all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign operations are
taken to equity. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in
equity are recognised in the income statement as part of the gain or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of
the foreign entity and are translated at the closing rate.
accounting policies
AB SEGMENT REPORTING
Segment reporting is presented for enhanced assessment of the Group’s risks and returns. A business segment is a group
of assets and operations engaged in providing products or services that are subject to risks and returns that are different
from those of other business segments. A geographical segment is engaged in providing products or services within a
particular economic environment that are subject to risks and returns that are different from those components operating in
other economic environments.
Segment revenue, expenses, assets and liabilities are those amounts resulting from the operating activities of a segment
that are directly attributable to the segment and the relevant portion that can be allocated on a reasonable basis to the
segment. Segment revenue, expenses, assets and liabilities are determined before intragroup balances, and intragroup
transactions are eliminated as part of the consolidation process, except to the extent that such intragroup balances and
transactions are between group enterprises within a single segment. Inter-segment pricing is based on similar terms as
those available to other external parties.
AC FINANCIAL INSTRUMENTS
(i)
Description
A financial instrument is any contract that gives rise to both, a financial asset of one enterprise and a financial liability or
equity instrument of another enterprise.
A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset from another
enterprise, a contractual right to exchange financial instruments with another enterprise under conditions that are
potentially favourable, or an equity instrument of another enterprise.
A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another
enterprise, or to exchange financial instruments with another enterprise under conditions that are potentially
unfavourable.
(ii) Financial instruments recognised on the balance sheet
The particular recognition method adopted for financial instruments recognised on the balance sheets is disclosed in
the individual accounting policy note associated with each item.
(iii) Fair value estimation for disclosure purposes
The fair value of publicly traded securities is based on quoted market prices at the balance sheet date.
In assessing the fair values of financial instruments, the Group uses a variety of methods and makes assumptions that
are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for the
specific or similar instruments are used for long term debt. Other techniques, such as discounted value of future cash
flows are used to determine fair values for the remaining financial instruments. In particular, the fair value of financial
liabilities is estimated by discounting the future contractual cash flows at the current market interest rate available to
the Group for similar financial instruments.
The carrying values of financial assets and financial liabilities with a maturity period of less than one year are assumed
to approximate their fair values.
192/193
AD CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the current circumstances.
(a) Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, rarely equal the related actual results. To enhance the information content of the estimates, certain key
variables that are anticipated to have a material impact to the Group’s results and financial position are tested for
sensitivity to changes in the underlying parameters. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below:
(i)
Impairment of investments
The Group assesses impairment of the investments mentioned in Note F whenever the events or changes in
circumstances indicate that the carrying amount of the investment may not be recoverable i.e. the carrying
amount of the investment is more than the recoverable amount.
Projected future cash flows are based on Group’s judgements in terms of assessing future uncertain parameters
such as estimated revenue growth, operating costs, margins, future inflationary figures, appropriate discount rates
and other available information. These judgements are based on the historical track record and expectations of
future events that are believed to be reasonable under the current circumstances.
The assumptions used, results and conclusion of the impairment assessment are disclosed in Note 25 and Note
26 to the financial statements.
(ii) Assessment of impairment of property, plant and equipment
The Group assesses impairment of assets whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
Recoverable amount is measured at the higher of the fair value less cost to sell for that asset and its value-in-use
(‘VIU’). The VIU is the net present value of the projected future cash flows derived from that asset discounted at an
appropriate discount rate. Projected future cash flows are estimates made based on historical, sector and industry
trends, general market and economic conditions, changes in technology and other available information.
The assumptions used, results and conclusion of the impairment assessment are disclosed in Note 22 to the
financial statements.
(iii) Deferred tax assets
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available
against which the temporary differences can be utilised. This involves judgements regarding the future financial
performance of the particular entity in which the deferred tax asset has been recognised.
accounting policies
AD CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (cont’d)
(iv) Estimation of income taxes
Income taxes are estimated based on the rules governed under the Income Tax Act, 1967. Significant judgement
is required in determining the capital allowances and deductibility of certain expenses during the estimation of the
provision for income taxes. There are many transactions and calculations for which the ultimate tax determination
is uncertain during the ordinary course of business.
Where the final tax outcome of these matters is different from the amounts that were initially recognised,
such differences will impact the income tax and deferred tax provisions in the financial year in which such
determination is made.
(v) Assessment of impairment of goodwill
The Group tests goodwill for impairment annually in accordance with its accounting policy as stated in Note E,
and whenever events or changes in circumstances indicate that the goodwill may be impaired.
For the purposes of assessing impairment, goodwill is allocated to cash-generating units or groups of cash
generating units that are expected to benefit from the synergies of the business combination in which the goodwill
arose.
Significant judgement is required in the estimation of the present value of future cash flows generated by the cash
generating units or groups of cash-generating units, as this involves uncertainties and is significantly affected by
assumptions used and judgement made regarding estimates of future cash flows and discount rates. Changes in
assumptions could significantly affect the results of the Group’s tests for impairment of goodwill.
The assumptions used, results and conclusion of the impairment assessment are disclosed in Note 28 to the
financial statements.
(vi) Contingent liabilities
The Group has several material pending legal cases which are disclosed in Note 41 to the financial statements.
The Directors, based on legal advice, have taken certain positions as to whether there will be any future liabilities
arising from these legal proceedings. Each case is unique and therefore, the eventual outcome cannot be
ascertained with virtual certainty.
(b) Critical judgements in applying the Group’s accounting policies
There are no critical judgements made in applying the Group’s accounting policies.
notes to the
financial statements
194/195
1
GENERAL INFORMATION
The principal activities of the Company are investment holding and the provision of procurement services for its
subsidiaries.
The principal activities of the Group consist of investment holding, commercial television and radio broadcasting, general
media advertising, provision of advertising space and related production works, sale of programme rights, sale of videos,
cable and laser rights and the provision of production, event management and other industry related services.
There have been no significant changes in the nature of these activities during the financial year.
The principal activities of the subsidiaries and associates are set out in Note 25, Note 26 and Note 43 to the financial
statements.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the Main Board of
the Bursa Malaysia Securities Berhad (“Bursa Malaysia”).
The address of the registered office and principal place of business of the Company is as follows:
Sri Pentas
No. 3, Persiaran Bandar Utama
Bandar Utama
47800 Petaling
2
REVENUE
Group
Advertising income
Sale of programmes, videos, cable
and laser rights, and media revenue
Fees from provision of production services,
sponsorship and event management services
Fees from provision of procurement services
Interest income (Note 3)
Gross dividends from subsidiaries
Gross dividends from an associate
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
747,841
678,966
–
–
24,532
6,989
–
–
8,917
–
–
–
–
4,241
–
1,143
–
–
–
11,046
115
90,417
7,523
–
10,685
6,327
137,091
9,404
781,290
691,339
109,101
163,507
notes to the
3
FINANCE INCOME AND COST
Group
Finance income:
Interest income classified in
- Revenue (Note 2)
- Other interest income
Finance cost:
Interest expenses on:
- Irredeemable convertible unsecured loan stocks
- Redeemable unsecured loan stocks
- Medium term notes
- Bank guaranteed medium term notes
- Commercial papers
- Term loans
- Unsecured redeemable exchangeable bonds
- Scheme creditors of subsidiaries
- Bank guarantee fee
- Hire purchase interest
- Overdraft
Net finance cost
4
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
–
(1,493)
(1,143)
(1,195)
(115)
–
(6,327)
–
(1,493)
(2,338)
(115)
(6,327)
71
–
–
8,259
4,922
4,004
–
266
1,548
1,194
44
209
1,840
3,319
2,308
1,201
7,929
4,935
720
522
1,086
140
71
–
–
8,259
4,922
3,518
–
–
1,548
–
–
209
–
3,319
2,308
1,201
3,478
4,935
–
522
–
–
20,308
24,209
18,318
15,972
18,815
21,871
18,203
9,645
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
119,528
15,470
5,918
–
14,237
131,171
17,361
520
1,266
10,320
3,293
942
39
–
152
8,892
1,411
–
71
227
155,153
160,638
4,426
10,601
EMPLOYEE BENEFITS COSTS
Group
Wages, salaries and bonus
Defined contribution retirement plan
Termination benefits
Employees’ Share Option Scheme (Note 10)
Other employee benefits
Company
196/197
5
PROFIT FROM CONTINUING OPERATIONS
Profit from continuing operations is stated after charging/(crediting):
Group
2007
RM’000
2008
RM’000
2007
RM’000
3,192
2,883
–
–
811
50
120
284
–
678
(3,730)
(2,218)
(1,253)
683
159
579
284
1,238
305
83
(5,461)
(193)
66
–
–
–
–
–
–
–
–
50
159
42
–
1,238
–
–
–
–
(6)
(140)
(5)
(48)
–
–
–
–
(1,099)
34
(1,636)
(547)
(1,050)
–
–
–
279
(20,010)
2,522
38
(199)
(24,380)
–
–
–
(1,080)
–
–
–
–
–
–
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
Non-executive Directors:
- Fees
- Allowances
- Defined contribution plan
- Bonus
525
262
48
170
490
252
46
98
290
143
24
130
272
137
23
73
Executive Directors:
- Basic salaries and bonus
- Allowances
- Defined contribution plan
3,116
336
562
2,438
732
474
1,269
144
233
1,023
390
203
5,019
4,530
2,233
2,121
111
135
40
9
Royalties
Auditors' remuneration:
- statutory audit
- fees for other services
- fees for tax advisory and compliance work
Prepaid expenditure written off
Amortisation of transaction fees – UREB
Property, plant and equipment written off
(Gain)/loss on disposal of investment properties
Rental income from equipment
Rental income from premises
Gross dividends from:
- Quoted shares in Malaysia
- Property and unit trusts
Net exchange (gain)/loss:
- Realised
- Unrealised
Loss/(gain) on disposal of property, plant and
equipment
Write back of long outstanding accruals
Provision for scheme creditors
Loss on disposal of investment
6
Company
2008
RM’000
DIRECTORS’ REMUNERATION
Group
Estimated monetary value of benefits-in-kind
Company
notes to the
6
DIRECTORS’ REMUNERATION (cont’d)
Executive Directors of the Company have been granted options under the ESOS on the same terms and conditions
as those offered to other employees of the Group (see Note 10) as follows:
Grant date
Expiry
date
Exercise
price
RM/share
At
At
1 January
31 December
2008
Granted
Exercised
2008
’000
’000
’000
’000
Financial year ended
31 December 2008
11 January 2005
Grant date
10 January
2010
Expiry
date
1.55
Exercise
price
RM/share
350
–
–
350
At
At
1 January
31 December
2007
Granted
Exercised
2007
’000
’000
’000
’000
31 December 2007
11 January 2005
14 December 2005
10 January
2010
10 January
2010
1.55
1,500
–
(1,150)
350
1.46
1,250
–
(1,250)
–
2,750
–
(2,400)
350
2008
’000
2007
’000
350
350
Number of share options vested at balance sheet date
7
TAXATION
Group
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
Current tax:
- Malaysian tax
- Foreign tax
49,092
1,043
32,945
848
25,597
–
37,936
–
Deferred tax (Note 21)
50,135
(8,574)
33,793
(2,138)
25,597
–
37,936
–
41,561
31,655
25,597
37,936
198/199
7
TAXATION (cont’d)
Group
Current tax:
- Current financial year
- Under/(over) accrual in prior financial years
Deferred tax:
- Origination and reversal of temporary differences
- Change in corporate income tax rate
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
47,431
2,704
40,263
(6,470)
25,597
–
37,675
261
50,135
33,793
25,597
37,936
(8,867)
293
(2,246)
108
–
–
–
–
(8,574)
(2,138)
–
–
41,561
31,655
25,597
37,936
Income tax is calculated at the statutory tax rate of 26% (2007: 27%) of the estimated assessable profit for the financial
year. The statutory tax rate will be reduced to 25% from the current financial year’s rate of 26%, effective from year
of assessment 2009. The computation of deferred tax as at 31 December 2008 has reflected these changes.
The explanation of the relationship between taxation and profit before taxation is as follows:
Group
Profit before taxation
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
159,264
149,095
82,236
131,016
41,408
40,256
21,381
35,374
7,430
(67)
(1,191)
11,780
(133)
(2,662)
4,216
–
–
2,301
–
–
Tax calculated at the Malaysian corporate
income tax rate of 26% (2007: 27%)
Tax effects of:
- expenses not deductible for tax purpose
- Small and Medium Enterprises tax rate
- income not subject to tax
- temporary differences and unutilised tax
losses not recognised
- utilisation of previously unrecognised
temporary differences and unutilised tax losses
- share of results of an associate
- under/(over) accruals of current tax in prior years
- others
4,610
4,339
–
–
(13,797)
(5,338)
8,231
275
(11,860)
(3,791)
(6,470)
196
–
–
–
–
–
–
261
–
Taxation
41,561
31,655
25,597
37,936
Included in income tax expense of the Group are tax savings amounting to RM2,126,775 (2007: RM1,997,523)
from utilisation of tax losses of the current financial year.
Tax saving during the period due to the recognition of previously unrecognised tax losses and unutilised capital allowances
amounted to RM15,701,582 (2007: RM19,805,106).
notes to the
8
EARNINGS PER SHARE
(a) Basic earnings per share
The basic earnings per share is calculated by dividing the net profit for the financial year from continuing operations,
losses from subsidiary acquired exclusively for sale and net profit for the financial year by the weighted average number
of ordinary shares in issue during the financial year, adjusted to include the potential ordinary shares that would be
issued upon conversion of a mandatorily convertible instrument, ICULS, from the date the contract is entered into,
amounting to 845,483,000 (2007: 817,212,000).
Group
2008
2007
(RM’000)
117,703
117,440
(RM’000)
(31,680)
–
(RM’000)
86,023
117,440
Weighted average number of ordinary shares in issue
(’000)
845,483
817,212
Basic earnings per share for:
Net profit from continuing operations
Share of losses from subsidiary acquired exclusively for sale
(Sen)
(Sen)
(Sen)
13.92
(3.75)
10.17
14.37
–
14.37
Net profit from continuing operations attributable
to equity holders of the Company
Share of losses from subsidiary acquired
exclusively for sale attributable to equity
holders of the Company
Net profit for the financial year attributable
to equity holders of the Company
(b) Diluted earnings per share
For the diluted earnings per share calculation, the weighted average number of ordinary shares in issue is adjusted to
assume conversion of all dilutive potential ordinary shares. The Company has two categories of dilutive potential
ordinary shares, Warrants and ESOS.
In the diluted earnings per share calculation in respect of Warrants, a calculation is done to determine the number of
shares that could have been acquired at market price (determined as the average annual share price of the Company’s
shares) based on the monetary value of the subscription rights attached to outstanding Warrants. This calculation serves
to determine the “bonus” element to the ordinary shares outstanding for the purpose of computing the dilution. No
adjustment is made to the net profit attributable to ordinary equity holders of the Company for the Warrants calculation.
In respect of share options granted to employees, a calculation is done to determine the number of shares that could
have been acquired at fair value (determined as the annual average share price of the Company’s shares) based on the
monetary value of the subscription rights attached to outstanding share options. The number of shares calculated is
compared with the number of shares that would have been issued assuming the exercise of the share options.
The difference is added to the denominator as an issue of ordinary shares for no consideration. This calculation serves
to determine the “bonus” element to the ordinary shares outstanding for the purpose of computing the dilution. No
adjustment is made to net profit for the financial year for the share options calculation.
200/201
8
EARNINGS PER SHARE (cont’d)
(b) Diluted earnings per share (cont’d)
Group
Net profit attributable to ordinary equity holders of the Company
2008
RM’000
2007
RM’000
86,023
117,440
Weighted average number of ordinary shares in issue,
adjusted for the potential ordinary shares of the mandatorily
convertible instrument, ICULS
(’000)
845,483
817,212
Adjustments for:
- Exercise of ESOS
(’000)
(’000)
–
–
10,297
6,261
Weighted average number of ordinary shares for diluted
earnings per share
(’000)
845,483
833,770
(Sen)
13.92
14.09
(Sen)
(Sen)
(3.75)
10.17
–
14.09
Diluted earnings per share (sen)
Net profit from continuing operations
Share of losses from subsidiary acquired
For the diluted earnings per share calculation for the financial year ended 2008, the weighted average number of
ordinary shares in issue remains unchanged as the warrants had been fully converted in 2008 and there were no
dilutive potential ordinary shares since the market prices of the ordinary share were lower than the exercise prices of
the share option at RM1.45, RM1.55 or RM2.23 per ordinary share.
9
DIVIDENDS
Group and Company
2008
Final dividend, less income tax of 26% (2007 : 27%)
Special dividend, less income tax of 26% (2007 : Nil)
Gross
dividend
per share
Sen
2007
Amount of
net dividend
RM’000
Gross
dividend
per share
Sen
Amount of
net dividend
RM’000
9.3
9.0
58,301
56,297
3.5
–
21,105
–
18.3
114,598
3.5
21,105
At the forthcoming Annual General Meeting on 28 April 2009, a final dividend of 6.7 sen gross per ordinary share less
income tax of 25% in respect of the financial year ended 31 December 2008 will be proposed for shareholders’ approval.
This final dividend will be accrued as a liability in the financial year ending 31 December 2009 when approved by the
shareholders.
notes to the
10 SHARE CAPITAL
Note
Group and Company
2008
2007
RM’000
RM’000
Ordinary shares of RM1.00 each:
Authorised
At 1 January/At 31 December
Issued and fully paid
At 1 January
- Exercise of ESOS
At 31 December
(a)
(b)
(c)
(d)
2,000,000
2,000,000
842,183
763,852
6,182
4,839
607
–
3,098
18,600
18,062
38,571
853,811
842,183
During the financial year, the Company increased its issued and fully paid share capital from RM842,183,254 to
RM853,811,042 by way of the issuance of:
(a) 6,181,967 (2007: 3,097,860) ordinary shares of RM1.00 each through the conversion of 9,274,536 ICULS of RM1.00
each on the basis of two new ordinary shares for every three ICULS exercised. The premium arising from the ICULS
conversion of RM3,091,512 (2007: RM1,549,387) has been credited to the Share Premium account.
(b) 4,839,121 (2007: 18,599,995) ordinary shares of RM1.00 each arising from the exercise of 4,839,121 Warrants of
RM0.10 each at an exercise price of RM1.10 per Warrant. The premium arising from the exercise of Warrants of
RM967,834 including the transfer of proceeds from issuance of Warrants of RM524,413 from (2007: RM1,860,000)
Warrants Reserve, has been credited to the Share Premium account.
(c) 606,700 (2007: 18,061,600) ordinary shares of RM1.00 each pursuant to the exercise of ESOS at exercise prices of
RM1.46, RM1.55 and RM2.23 per option. The premium arising from the exercise of ESOS of RM385,281
(2007: RM10,391,384) has been credited to the Share Premium account.
(d) Nil (2007: 38,571,429) ordinary shares of RM1.00 each pursuant to the acquisition of Big Tree Outdoor Sdn Bhd
(“BTO”). The premium arising from the issuance of ordinary shares of RM Nil (2007: RM55,928,571) has been credited
to the Share Premium account.
The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary shares
of the Company.
202/203
10 SHARE CAPITAL (cont’d)
Employees’ Share Option Scheme (“ESOS”)
The Company’s ESOS was approved by the shareholders on 7 January 2005 and became effective on 11 January 2005 for
a period of five (5) years, expiring on 10 January 2010.
The main features of the ESOS are:
(i)
The total number of ordinary shares to be issued by the Company under the ESOS as approved by the Securities
Commission shall not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company at
any one time during the existence of the ESOS.
(ii)
The options granted may be exercised at any time within the option period.
(iii) The exercise price is at a discount of 10% from the weighted average market price of the shares for the five (5) market
days preceding the respective dates of offer of the options or the par value of the shares of the Company of RM1.00,
whichever is higher.
(iv) Options granted under the ESOS carry no dividend or voting rights. Upon exercise of the options, shares issued rank
pari passu in all respects with the existing ordinary shares of the Company.
(v)
The persons to whom the options have been granted have no right to participate by virtue of the options in any share
issue of any other company.
Set out below are details of options over ordinary shares of the Company granted under the ESOS:
Grant date
Exercise
price
Expiry
RM/
date
share
Fair
At 31 value of
Exercised Lapsed December options
’000
’000
’000
‘000
At 1
January
’000
Granted
’000
5,447
1,581
3,301
–
–
–
(404)
(112)
(91)
–
–
–
5,043
1,469
3,210
–*
–*
843
10,329
–
(607)
–
9,722
843
31 December 2008
11 January 2005
14 December 2005
28 February 2007
10 January 2010
10 January 2010
10 January 2010
1.55
1.46
2.23
notes to the
10 SHARE CAPITAL (cont’d)
Employees’ Share Option Scheme (“ESOS”) (cont’d)
Grant date
Exercise
price
Expiry
RM/
date
share
Fair
At 31 value of
Exercised Lapsed December options
’000
’000
’000
’000
At 1
January
’000
Granted
’000
15,606
7,966
–
–
–
4,819
(10,159)
(6,385)
(1,518)
–
–
–
5,447
1,581
3,301
–*
–*
1,266
23,572
4,819
(18,062)
–
10,329
1,266
31 December 2007
11 January 2005
14 December 2005
28 February 2007
10 January 2010
10 January 2010
10 January 2010
1.55
1.46
2.23
* FRS 2 is not applicable for these tranches
Number of options over ordinary shares vested,
as the end of the financial year
2008
’000
2007
’000
9,722
10,329
There are no options granted in the current financial year. In the previous financial year, the weighted average fair value of
options granted was RM0.26, determined using the binomial valuation model. The significant inputs into the model were as
follows:
Valuation assumptions:
Expected volatility
Expected dividend yield
Expected option life
Share price at date of grant
Risk free interest rate (per annum)
2008
2007
–
–
–
–
–
21.00%
3.00%
1.5 years
RM2.40
3.60%
The expected volatility was based on the statistical analysis of historical daily share prices over the previous 2 years.
There were no charges to the income statements arising from share-based payment during the financial year for the Group
(2007: RM1,265,980) and for the Company (2007: RM70,928) (Note 4).
204/205
11 SHARE PREMIUM
Note
At 1 January
Arising from:
Conversion of ICULS
Exercise of Warrants
Exercise of ESOS
Acquisition of subsidiaries
10 (a)
10 (b)
10 (c)
10 (d)
At 31 December
Group and Company
2008
2007
RM’000
RM’000
183,250
111,677
3,092
968
808
–
1,549
3,704
10,391
55,929
188,118
183,250
12 OTHER RESERVES
Group
Revaluation
reserve
RM’000
Exchange
fluctuation
reserve
RM’000
Merger
reserve
(Note 13)
RM’000
Warrants
reserve
RM’000
Share
option
reserve
RM’000
Total
RM’000
2008
At 1 January 2008
during the financial year
Exercise of ESOS
Currency translation
differences
1,292
712
26,337
525
1,266
30,132
–
–
–
(525)
–
(525)
–
–
–
–
(423)
(423)
–
4,716
–
–
–
4,716
At 31 December 2008
1,292
5,428
26,337
–
843
33,900
1,809
(2,366)
26,337
2,385
–
28,165
–
–
–
(1,860)
–
(1,860)
–
–
–
–
1,266
1,266
2007
At 1 January 2007
Options granted to
employees of the Group
Reversal of deferred
tax liabilities
differences
704
–
–
–
–
704
(1,221)
3,078
–
–
–
1,857
At 31 December 2007
1,292
712
26,337
525
1,266
30,132
notes to the
12 OTHER RESERVES (cont’d)
Company
Warrants
reserve
RM’000
Share
option
reserve
RM’000
Total
RM’000
525
(525)
–
1,266
–
(423)
1,791
(525)
(423)
–
843
843
2,385
(1,860)
–
–
–
1,266
2,385
(1,860)
1,266
525
1,266
1,791
2008
At 1 January 2008
Exercise of Warrants during the financial year
Exercise of ESOS during the financial year
At 31 December 2008
2007
At 1 January 2007
Exercise of Warrants during the financial year
Options granted to employees of the Group
At 31 December 2007
13 MERGER RESERVE
The merger reserve represents the difference between the nominal value of shares issued as consideration for the
acquisition on 28 May 2003 of a subsidiary, Sistem Televisyen Malaysia Berhad (“STMB”), which met the criteria for the use
of the merger method of accounting under the provisions of FRS 1222004 “Business Combinations”, and the nominal value
of the shares of the subsidiary which was acquired.
Group
Nominal value of shares issued
Less:
Nominal value of shares in the subsidiary
Merger reserve
2008
RM’000
2007
RM’000
(263,375)
(263,375)
289,712
289,712
26,337
26,337
14 (ACCUMULATED LOSSES)/RETAINED EARNINGS
Under the single-tier tax system which comes into effect from the year of assessment 2008, companies are not required to
have tax credits under Section 108 of the Income Tax Act, 1967 for dividend payment purposes. Dividends paid under this
system are tax exempt in the hands of shareholders.
Companies with Section 108 credits as at 31 December 2008 may continue to pay franked dividends until the Section 108
credits are exhausted or 31 December 2013, whichever is earlier, unless they opt to disregard the Section 108 credits to
pay single-tier dividends under the special transitional provisions of the Finance Act, 2007.
Subject to the agreement by the Inland Revenue Board, the Company has sufficient tax credit under Section 108
of the Income Tax Act, 1967 to frank the payment of net dividends out of all (2007: All) its retained earnings as at
31 December 2008.
206/207
15 IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”)
The Company issued 180,000,000 2% five (5) years ICULS on 18 July 2003 at a nominal value of RM1.00 each for cash to
finance the acquisition of The New Straits Times Press (Malaysia) Berhad (“NSTP”), which was constituted by a Trust Deed
dated 10 July 2003.
The principal terms of the ICULS are as follows:
(a)
The face value of the ICULS is RM180 million;
(b) The ICULS bear interest of 2% per annum payable semi-annually in arrears, except for the first payment which was
made on 31 December 2003 and the last payment which is due on the maturity date, 18 July 2008. Interest is
calculated on the basis of the actual number of days elapsed;
(c)
The tenure of the ICULS is five (5) years from the date of issue;
(d) The ICULS are convertible at any time on and after 18 July 2005 into new ordinary shares in the Company at the
conversion ratio at RM3.00 nominal value of ICULS to two (2) ordinary shares of RM1.00 each;
(e) The new ordinary shares allotted and issued upon conversion of the ICULS will be considered as fully paid up and will
rank pari passu in all respects with the existing ordinary shares of the Company; and
(f)
The ICULS are listed on Bursa Malaysia.
During the financial year, 9,274,536 (2007: 4,646,797) ICULS were converted into ordinary shares in the Company, as
disclosed in Note 10 (a) to the financial statements. As at 31 December 2008, there are no outstanding ICULS
(2007: RM9,274,536) that have not been converted.
The ICULS have expired on 18 July 2008.
16 BANK GUARANTEED MEDIUM TERM NOTES/COMMERCIAL PAPERS (“BGMTN/CP”)
Group and Company
2008
2007
RM’000
RM’000
Current:
CP (unsecured)
137,000
100,000
Non-current:
4-year 4.15% BGMTN (unsecured)
5-year 4.27% BGMTN (unsecured)
70,000
100,000
70,000
100,000
Less: Transaction costs
170,000
(8,196)
170,000
(8,196)
Add: Accumulated amortisation of transaction costs
161,804
2,186
161,804
547
163,990
162,351
notes to the
16 BANK GUARANTEED MEDIUM TERM NOTES/COMMERCIAL PAPERS (“BGMTN/CP”) (cont’d)
In the previous financial year, the Company issued Bank Guaranteed Medium Term Notes (“BGMTN”) and
Commercial Papers (“CP”) of RM170 million and RM100 million respectively. On 22 July 2008 and 23 September 2008,
the Company issued additional CP of RM17 million and RM20 million respectively. The BGMTN/CP were constituted
by separate Trust Deeds dated 23 August 2007 and 28 August 2007 respectively.
The principal terms of the BGMTN and CP are as follows:
(a)
The face value of the BGMTN is RM170 million and the CP is RM137 million;
(b) The CP are issued at a discount to face value of ranging from 3.98% to 4.99% (2007: 3.95%) per annum and shall be
repayable at par;
(c) The interest on the BGMTN of RM70 million and RM100 million are 4.15% and 4.27% per annum respectively, payable
semi-annually in arrears, calculated on the basis of the actual number of days elapsed in a year of 365 days with the
last payment of interest to be made on the maturity date of the BGMTNs;
(d) The tenure of BGMTN of RM70 million and RM100 million are 4 years and 5 years from the date of issue respectively;
(e)
The tenure of the CP is 7 years from the date of issue; and
(f)
The maturity date of the CP is between one (1) to twelve (12) months and the BGMTN is between twelve (12) to sixty
(60) months.
17 WARRANTS
On 31 July 2003, the Company issued 115,000,000 detachable Warrants at an issue price of RM0.10 per Warrant,
which was constituted by a Trust Deed dated 17 July 2003.
The principal terms of the Warrants are as follows:
(a)
115,000,000 detachable Warrants at an issue price of RM0.10 each;
(b) The exercise price of the Warrants is fixed at RM1.10 per Warrant;
(c) The Warrants may be exercised at any time on or before the maturity date, 31 July 2008, falling five (5) years from the
date of issue of the Warrants, 31 July 2003. Unexercised Warrants after the exercise period will thereafter lapse and
cease to be valid;
(d) The Warrants will rank pari passu without any preference or priority among themselves including in an event of
liquidation; and
(e)
The Warrants are listed on Bursa Malaysia.
During the financial year, 4,839,121 (2007: 18,599,995) Warrants were exercised, as disclosed in Note 10 (b) to the
financial statements. As at 31 December 2008, there are no outstanding Warrants (2007: RM524,413) that have not been
exercised.
The warrants have expired on 31 July 2008.
208/209
18 INTEREST BEARING BANK BORROWINGS
Group
Current:
Term loans (unsecured)
Term loans (secured)
Note
2007
RM’000
2008
RM’000
2007
RM’000
(a)
(a)
14,000
845
14,000
2,510
14,000
–
14,000
–
14,845
1,674
16,510
705
14,000
–
14,000
–
16,519
17,215
14,000
14,000
49,589
56,865
49,000
56,000
66,108
74,080
63,000
70,000
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
64,339
1,769
73,874
206
63,000
–
70,000
–
66,108
74,080
63,000
70,000
Bank overdrafts (unsecured) (Note 35)
Non-current:
Term loans (unsecured)
Company
2008
RM’000
(a)
The currency exposure profile of the above borrowings is as follows:
Group
Ringgit Malaysia
Cedi
Company
The weighted average effective interest rates applicable to the Group and the Company are as follows:
Group
Company
2008
%
2007
%
2008
%
2007
%
For the financial year
Term loans
Bank overdrafts
5.09
8.25
3.85
8.25
4.27
*
2.35
*
As at the financial year end
Term loans
Bank overdrafts
5.10
8.25
5.12
8.25
4.27
*
5.48
*
* Not applicable
notes to the
18 INTEREST BEARING BANK BORROWINGS (cont’d)
(a) Term loans
The term loans are repayable as follows:
Group
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
Unsecured
Current:
Repayable within 12 months
14,000
14,000
14,000
14,000
Non-current:
Repayable after 12 months:
- between 2 and 5 years
49,589
56,865
49,000
56,000
63,589
70,865
63,000
70,000
845
2,510
–
–
64,434
73,375
63,000
70,000
Secured:
Current:
Repayable within 12 months
Available credit facilities of the Group as at 31 December 2008 amounts to RM46.4 million.
19 HIRE-PURCHASE AND LEASE CREDITORS
This represents future instalments under hire-purchase and lease agreements, repayable as follows:
Group
2008
RM’000
2007
RM’000
Finance lease liabilities:
Minimum lease payments:
- not later than 1 year
- later than 1 year and not later than 5 years
6,370
16,371
3,622
10,038
Future finance charges on finance leases
22,741
(3,068)
13,660
(1,935)
Present value of finance lease liabilities
19,673
11,725
Present value of finance lease liabilities:
- not later than 1 year
- later than 1 year and not later than 5 years
5,088
14,585
2,753
8,972
19,673
11,725
5,088
14,585
2,753
8,972
19,673
11,725
Analysed as:
Due within 1 year (Note 20)
Due after 1 year
210/211
19 HIRE-PURCHASE AND LEASE CREDITORS (cont’d)
Finance lease liabilities are effectively secured as the rights to the leased assets revert to the lessors in the event of default.
The finance lease liabilities contain covenants which require a subsidiary to maintain minimum debt service ratio.
As at 31 December 2008, the weighted average effective interest rate applicable to the lease liabilities as at the financial
year end is 4% (2007: 3.98%) per annum and interest for the financial year is fixed at 3.03% (2007: 3.84%) per annum for
the Group. The entire balance is denominated in Ringgit Malaysia.
20 TRADE AND OTHER PAYABLES
Group
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
950
–
–
–
Current:
Trade payables
Programme rights payables
37,183
17,532
40,609
27,257
–
5,223
–
3,730
Trade accruals
Other accruals
Other payables
Hire-purchase and lease creditors (Note 19)
Deferred income
Advanced billings
54,715
34,619
26,486
65,329
5,088
310
4,794
67,866
29,861
69,355
97,778
2,753
132
3,610
5,223
–
4,911
2,421
–
–
–
3,730
–
7,703
30,113
–
–
–
191,341
271,355
12,555
41,546
192,291
271,355
12,555
41,546
Non-Current:
Trade payables
The currency profile of trade payables and programme rights payables is as follows:
Group
Ringgit Malaysia
US Dollar
EURO
Hong Kong Dollar
Indonesian Rupiah
Cedi
Singapore Dollar
Philippine Peso
Great Britain Pound
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
35,303
17,311
686
193
34
519
574
93
2
62,563
4,555
479
79
34
156
–
–
–
2,558
2,665
–
–
–
–
–
–
–
738
2,992
–
–
–
–
–
–
–
54,715
67,866
5,223
3,730
Credit terms of trade payables range from 45 days to 90 days (2007: 45 days to 90 days).
Included in other payables of the Group and of the Company at the end of the previous financial year were outstanding
purchase considerations for the acquisition of subsidiaries and remaining interest in subsidiaries of RM15,000,000
and RM10,400,000 respectively, which has been fully repaid during the financial year.
Included in non-current payables are advances from shareholders of a subsidiary.
notes to the
21 DEFERRED TAXATION
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined after
appropriate offsetting, are shown in the balance sheet:
Group
2008
RM’000
2007
RM’000
Deferred tax assets
- Subject to corporate income tax
19,445
7,692
Deferred tax liabilities
- Subject to corporate income tax
(20,007)
(16,828)
The movement during the financial year relating to deferred tax is as follows:
Group
2008
RM’000
2007
RM’000
(9,136)
2,234
(9,029)
(3,526)
2,039
1,460
(364)
2,485
5,893
4,626
1,464
–
(2,040)
2,433
403
479
2,105
2,274
(215)
225
8,574
2,138
Credited to equity
- Property, plant and equipment
–
704
–
(14,212)
(562)
(9,136)
At 1 January
(Charged)/credited to income statement (Note 7)
- Intangible assets
- Programme, film rights and royalties
- Acquired concession rights (Note 28)
- Allowances and provisions
- Hire purchase creditors
- Unused tax losses
- Unutilised capital allowances
- Advance billings
- Others
At 31 December
212/213
21 DEFERRED TAXATION (cont’d)
Subject to income tax:
Group
2008
RM’000
2007
RM’000
3,701
489
2,964
7,998
2,949
9,683
1,662
853
479
2,105
1,485
5,057
Offsetting
27,784
(8,339)
11,641
(3,949)
Deferred tax assets (after offsetting)
19,445
7,692
Deferred tax liabilities (before offsetting)
- Intangible assets
Offsetting
(8,747)
(19,599)
8,339
(10,207)
(10,570)
3,949
Deferred tax liabilities (after offsetting)
(20,007)
(16,828)
Deferred tax assets (before offsetting)
- Intangible assets
- Allowances and provisions
- Hire purchase creditors
- Unused tax losses
- Advanced billings
- Unutilised capital allowances
The amount of deductible temporary differences and unused tax losses (both of which have no expiry date) for which no
deferred tax asset is recognised in the balance sheet is as follows:
Group
Unused tax losses
Deductible temporary differences
Deferred tax assets not recognised at 25% (2007: 25%)
2008
RM’000
2007
RM’000
209,199
40,800
236,934
68,316
249,999
305,250
62,500
76,313
The deductible temporary differences and unused tax losses are available indefinitely for offset against future taxable profits
of certain subsidiaries in the Group, subject to agreement with the Inland Revenue Board. Deferred tax assets have not
been recognised in respect of the deductible temporary differences and unused tax losses as the respective subsidiaries in
the Group have a history of losses, and are dormant.
notes to the
22 PROPERTY, PLANT AND EQUIPMENT
Freehold
land at
cost
RM’000
Building
at
valuation
RM’000
Building
at cost
RM’000
Plant and
machinery
at cost
RM’000
Broadcasting
and
transmission
equipment
at cost
RM’000
At 1.1.2008
Additions
Disposals
Write off
differences
10,246
294
–
–
5,751
–
–
–
41,754
–
–
–
1,613
80
–
–
522,784
27,530
(21)
–
989
305
–
–
–
276
204
77
659
–
At 31.12.2008
10,540
6,027
41,958
1,770
550,952
1,294
Production
equipment
at cost
RM’000
Group
2008
Cost/valuation
Accumulated
depreciation
At 1.1.2008
Charge for the
financial year
Disposals
Write off
differences
–
1,816
10,671
1,605
376,397
677
–
–
–
86
–
–
657
–
–
13
(4)
–
19,275
(10)
–
110
–
–
–
47
24
40
325
–
At 31.12.2008
–
1,949
11,352
1,654
395,987
787
At 1.1.2008
3,265
–
5,618
–
36,407
–
At 31.12.2008
3,265
–
5,618
–
36,407
–
7,275
4,078
24,988
116
118,558
507
Accumulated
impairment losses
Net book value
At 31.12.2008
214/215
Office
equipment,
furniture
and fittings
at cost
RM’000
Office
renovations
at cost
RM’000
85,454
9,282
(106)
(942)
17,875
2,890
–
(189)
16,450
6,115
(3,938)
–
58
–
93,746
Assets
under
construction
at cost
RM’000
Structures
at cost
RM’000
Total
RM’000
29,068
880
–
–
1,049
61
–
–
65,655
3,828
(557)
(180)
798,688
51,265
(4,622)
(1,311)
171
–
11
–
1,456
20,576
18,798
29,948
1,121
68,746
845,476
60,811
14,560
9,260
24,700
17
43,951
544,465
7,703
(260)
(478)
2,752
(132)
–
2,793
(649)
–
344
–
–
–
–
–
5,374
(93)
(155)
39,107
(1,148)
(633)
57
–
82
–
–
–
575
67,833
17,180
11,486
25,044
17
49,077
582,366
3,975
–
910
–
–
382
50,557
3,975
–
910
–
–
382
50,557
21,938
3,396
6,402
4,904
1,104
19,287
212,553
Motor
Leasehold
vehicles improvements
at cost
at cost
RM’000
RM’000
notes to the
22 PROPERTY, PLANT AND EQUIPMENT (cont’d)
Freehold
land at
cost
RM’000
Long term
leasehold
land at
valuation
RM’000
Long term
leasehold
land at
cost
RM’000
Building
at
valuation
RM’000
Building
at cost
RM’000
Plant and
machinery
at cost
RM’000
At 1.1.2007
Additions
Disposals
Write off
Reclassified from investment
property (Note 23)
Reclassified to investment
property (Note 23)
Reclassification
differences
10,246
582
–
–
–
–
–
–
–
–
–
–
–
–
–
5,751
–
–
–
–
41,551
647
–
–
–
795
193
869
–
(177)
–
–
–
–
149
–
(582)
–
–
–
–
–
–
–
(593)
–
–
–
–
–
–
–
–
(67)
At 31.12.2007
10,246
–
–
5,751
41,754
1,613
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,699
–
117
–
–
9,863
205
790
–
–
795
155
837
–
(153)
–
–
–
–
20
–
–
–
–
–
(207)
–
–
–
–
–
–
(29)
–
–
–
1,816
10,671
1,605
Group
2007
Cost/valuation
Accumulated
depreciation
At 1.1.2007
Charge for the financial year
Disposals
Write off
Reclassified from investment
property (Note 23)
Reclassified to investment
property (Note 23)
differences
At 31.12.2007
216/217
BroadOffice
casting
equipment,
and transfurniture
mission Production
and
Office
equipment equipment
fittings renovations
at cost
at cost
at cost
at cost
RM’000
RM’000
RM’000
RM’000
Motor
vehicles
at cost
RM’000
Leasehold
improvements
at cost
RM’000
Assets
under
construction
at cost
RM’000
Structures
at cost
RM’000
Total
RM’000
503,548
–
20,406
(49)
–
763
–
226
–
–
69,326
12,090
6,231
(119)
(1,795)
16,162
712
1,630
–
(629)
11,507
844
5,197
(908)
–
29,067
–
1
–
–
349
806
882
(19)
(136)
–
63,867
1,264
(27)
(49)
689,065
79,741
36,706
(1,122)
(2,786)
–
–
–
–
–
–
–
–
149
–
183
–
–
–
36
–
–
–
–
–
–
–
(819)
–
600
(1,175)
–
(1,304)
–
(315)
–
(190)
–
(14)
–
(1,890)
522,784
989
85,454
17,875
16,450
29,068
1,049
65,655
798,688
357,078
–
20,275
(20)
–
579
–
98
–
–
50,838
6,530
5,527
(89)
(1,761)
13,777
643
682
(9)
(533)
6,669
471
2,772
(516)
–
22,783
–
1,917
–
–
–
–
17
–
–
–
39,385
4,607
(7)
(34)
464,081
47,389
37,639
(641)
(2,481)
–
–
–
–
–
–
–
–
20
–
–
–
–
–
–
–
–
(207)
(936)
–
(234)
–
(136)
–
–
–
(1,335)
376,397
677
60,811
14,560
9,260
24,700
17
43,951
544,465
notes to the
Freehold
land at
cost
RM’000
Long term
leasehold
land at
valuation
RM’000
Long term
leasehold
land at
cost
RM’000
Building
at
valuation
RM’000
Building
at cost
RM’000
Plant and
machinery
at cost
RM’000
At 1.1.2007
3,265
–
–
–
–
–
–
–
–
–
–
–
5,618
–
–
–
–
–
At 31.12.2007
3,265
–
–
–
5,618
–
6,981
–
–
3,935
25,465
8
Group
2007
Accumulated
impairment losses
Net book value
At 31.12.2007
218/219
BroadOffice
casting
equipment,
and transfurniture
mission Production
and
Office
equipment equipment
fittings renovations
at cost
at cost
at cost
at cost
RM’000
RM’000
RM’000
RM’000
Motor
vehicles
at cost
RM’000
Leasehold
improvements
at cost
RM’000
Assets
under
construction
at cost
RM’000
Structures
at cost
RM’000
Total
RM’000
36,407
–
–
–
–
–
3,975
–
–
–
–
–
910
–
–
–
–
–
–
–
–
–
175
207
50,175
175
207
36,407
–
3,975
–
910
–
–
382
50,557
109,980
312
20,668
3,315
6,280
4,368
1,032
21,322
203,666
notes to the
Property, plant and equipment amounting to RM53.0 million for wholly owned subsidiaries of the Company, ntv7 and TV9,
were assessed for impairment. No impairment loss was required for the carrying amount of the property, plant and
equipment assessed as at 31 December 2008 as the recoverable amount was in excess of the carrying amount.
The key assumptions used in the value in use calculation as at 31 December 2008 are as detailed out in Note 25,
except that the compound annual growth rate (‘CAGR’) used is 7.40% for ntv7 and 11.6% for TV9. The terminal growth
rate is not used as the value in use is calculated using the projected cash flows of the property, plant and equipment for
eight (8) years from 2009 to 2016, being the remaining useful lives of the property, plant and equipment.
The Group’s review includes an impact assessment of changes in key assumptions.
Based on the sensitivity analysis performed for ntv7, the Directors have concluded that no reasonable change in the base
case assumptions would cause the carrying amount of the cash generating units to exceed their recoverable amount.
In respect of TV9, a change to the key assumption on the projected revenue growth used in the discounted cash flow
model could significantly affect the recoverable amount of the property, plant and equipment. It is estimated that should the
revenue growth fall below the CAGR of 10.72%, over the remaining 8 years, the recoverable amount of the property,
plant and equipment of TV9 will be lower than its carrying amount.
Group
2008
RM’000
2007
RM’000
Office equipment, furniture & fittings
Cost
At 1 January
Additions
72
187
32
40
At 31 December
259
72
Accumulated depreciation
At 1 January
15
51
8
7
At 31 December
66
15
Net book value
At 31 December
193
57
220/221
(a) The value of property, plant and equipment of the Group includes the following assets acquired under hire-purchase
and finance lease agreements:
Cost
RM’000
Accumulated
depreciation
RM’000
Net book
value
RM’000
26,196
504
3,854
301
22,342
203
26,700
4,155
22,545
14,653
522
1,908
152
12,745
370
15,175
2,060
13,115
Freehold
land
RM’000
Buildings
RM’000
Cinema
RM’000
Total
RM’000
Cost
At 1 January 2008
Disposal
1,619
(582)
14,935
(592)
2,382
–
18,936
(1,174)
At 31 December 2008
1,037
14,343
2,382
17,762
At 1 January 2008
Disposal
–
–
–
2,070
225
(210)
605
46
–
2,675
271
(210)
At 31 December 2008
–
2,085
651
2,736
Accumulated impairment losses
At 1 January 2008
36
132
1,098
–
78
–
1,212
132
At 31 December 2008
168
1,098
78
1,344
Net book value
At 31 December 2008
869
11,160
1,653
13,682
Group
2008
Broadcasting, transmission and production equipment
Motor vehicles
2007
Broadcasting, transmission and production equipment
Motor vehicles
23 INVESTMENT PROPERTIES
Note
Group
2008
notes to the
23 INVESTMENT PROPERTIES (cont’d)
Freehold
land
RM’000
Buildings
RM’000
Cinema
RM’000
Total
RM’000
1,037
–
14,935
(444)
2,382
–
18,354
(444)
22
–
(149)
–
(149)
22
582
593
–
1,175
1,619
14,935
2,382
18,936
–
–
–
1,738
227
(82)
558
47
–
2,296
274
(82)
22
–
(20)
–
(20)
22
–
207
–
207
–
2,070
605
2,675
482
4,987
228
5,697
20
(466)
5
(3,894)
–
(150)
25
(4,510)
At 31 December 2007
36
1,098
78
1,212
Net book value
At 31 December 2007
1,583
11,767
1,699
15,049
Note
Group
2007
Cost
At 1 January 2007
Disposal
Reclassified to property,
plant and equipment
Reclassified from property,
plant and equipment
At 31 December 2007
At 1 January 2007
Disposal
Reclassified to property,
plant and equipment
Reclassified from property,
plant and equipment
At 31 December 2007
Accumulated impairment losses
At 1 January 2007
Impairment losses
- Charge for the financial year
- Reversal during the financial year
The above properties are not occupied by the Group and are used to earn rentals or for capital appreciation.
The Group recognised an impairment loss of RM132,000 (2007: RM24,900) during the financial year in respect of buildings
and freehold land, for which the recoverable amount using the selling price based on independent professional valuation
reports was lower than the carrying amount.
222/223
23 INVESTMENT PROPERTIES (cont’d)
The Group has also recognised a reversal of impairment loss of RM Nil (2007: RM4,510,000) during the financial year in
respect of buildings and freehold land, for which the recoverable amount using the selling price based on independent
professional valuation reports was higher than the carrying amount.
The fair value of the properties was estimated at RM15.3 million (2007: RM15.2 million) based on valuations by
independent professionally qualified valuers. Valuations were based on current prices in an active market for all properties
except for properties in certain locations where this information is not available. For these properties, the fair value was
estimated by reference to open market value of properties in the vicinity.
Direct operating expenses from investment properties that generated rental income of the Group during the financial year
amounted to RM55,849 (2007: RM524,702).
Direct operating expenses from investment properties that did not generate rental income of the Group during the financial
year amounted to RM176,013 (2007: RM88,671).
24 PREPAID LEASE RENTALS
Group
2008
RM’000
2007
RM’000
Cost
At 1 January
Additions
Currency translation differences
11,014
–
312
4,829
6,995
(810)
At 1 December
11,326
11,014
Accumulated amortisation
At 1 January
Currency translation differences
1,808
334
22
1,219
827
(238)
At 31 December
2,164
1,808
Net book value
At 31 December
9,162
9,206
Note
(a) Long term leasehold land and buildings of a subsidiary were last revalued by the Directors on 20 September 1996
based on valuations carried out by professional valuers to reflect the market value for existing use. The book values of
the leasehold land and buildings were adjusted to the revalued amounts and the resultant surpluses were credited to
the revaluation reserve.
(b) The net book value of revalued long term leasehold land and buildings of the Group that would have been included in
the financial statements, had these assets been carried at cost less accumulated depreciation, is nil (2007:
RM1,715,000).
notes to the
25 SUBSIDIARIES
Company
Unquoted shares, at cost
2008
RM’000
2007
RM’000
614,829
614,280
The details of the subsidiaries are as follows:
Country of
incorporation
Principal activities
Sistem Televisyen
Malaysia Berhad (“STMB”)
Malaysia
Commercial television broadcasting
100
100
Ch-9 Media Sdn Bhd (“TV9”)
Malaysia
100
100
Natseven TV Sdn Bhd (“ntv7”)
Malaysia
100
100
Synchrosound Studio Sdn Bhd
Malaysia
Commercial radio broadcasting
100
100
Big Tree Outdoor Sdn Bhd
Malaysia
Provision of advertising space
and related services, investment
holding and management services
100
100
UPD Sdn Bhd
Malaysia
Outdoor advertising
100
100
The Right Channel Sdn Bhd
Malaysia
Outdoor advertising
100
100
Merit Idea Sdn Bhd
Malaysia
Investment holding
100
100
Perintis Layar Sdn Bhd
Malaysia
Investment holding
100
100
Primeworks Studios Sdn Bhd
(formerly known as Grand
Brilliance Sdn Bhd (“GBSB”))
Malaysia
Production of motion picture
films, acquiring ready made
films from local producers
and production houses
and investment holding
100
100
Big Events Sdn Bhd
Malaysia
Events management
100
100
The Talent Unit Sdn Bhd
Malaysia
Talent management of artistes
100
100
Alternate Records Sdn Bhd
Malaysia
Album production and recording studio 100
100
Amity Valley Sdn Bhd
Malaysia
Investment holding
100
100
Esprit Assets Sdn Bhd
Malaysia
Property investments and
provision of property
management services
100
100
Animated & Production
Techniques Sdn Bhd
Malaysia
Dormant
100
100
Name of company
Interest in equity
2008
2007
%
%
224/225
25 SUBSIDIARIES (cont’d)
Name of company
Country of
incorporation
Esprit Assets Sdn Bhd
Malaysia
Property investments and
provision of property
management services
100
100
Animated & Production
Techniques Sdn Bhd
Malaysia
Dormant
100
100
mmStudios Sdn Bhd (formerly
known as Newslink Asia
Sdn Bhd)
Malaysia
Dormant
100
100
Able Communications
Sdn Bhd
Malaysia
Dormant
100
100
Encorp Media Technology
Sdn Bhd
Malaysia
Dormant
100
100
Star Crest Sdn Bhd
Malaysia
Dormant
100
–
Lazim Juta Sdn Bhd
Malaysia
Investment holding
100
–
Held by Merit Idea Sdn Bhd
Metropolitan TV Sdn Bhd (“8tv”)
Malaysia
100
100
Held by Perintis Layar Sdn Bhd
Max-Airplay Sdn Bhd
Malaysia
Commercial radio broadcasting
75
75
Undertaking outdoor advertising
business and carrying out
related production works
100
100
Held by Big Tree Outdoor Sdn Bhd
Big Tree Productions Sdn Bhd
Malaysia
Interest in equity
2008
2007
%
%
Uniteers Outdoor Advertising
Sdn Bhd
Malaysia
Advertising contracting and
agents, sale of advertising space
100
100
Gotcha Sdn Bhd
Malaysia
business and carrying out
related production works
100
100
Eureka Outdoor Sdn Bhd
Malaysia
Dormant
100
100
Anchor Heights Sdn Bhd
Malaysia
Dormant
100
100
Uni-Talent Gateway Sdn Bhd
Malaysia
Dormant
100
100
Held by Alternate Records Sdn Bhd
Booty Studio Productions
Malaysia
Sdn Bhd
Dormant
60
60
notes to the
Name of company
Country of
incorporation
Held by Primeworks Studios
Sdn Bhd (formerly known as
Grand Brilliance Sdn Bhd)
Alt Media Sdn Bhd
Malaysia
New media businesses and
related activities
100
100
Held by UPD Sdn Bhd
Utusan Sinar Media Sdn Bhd
Malaysia
Dormant
100
100
Held by The Right Channel
Sdn Bhd
MMC-AD Sdn Bhd
Malaysia
business
100
100
Malaysia
Dormant
100
100
British Virgin
Islands
Investment holding
100
100
Republic of
Ghana
Film production, pre and post
production, audio/video
recording and duplication,
video exhibition and distribution
70
70
TV3 Network Limited ^
Republic of
Ghana
Media and communication
businesses, managerial
services and operation
of free-to-air television service
90
90
Cableview Network Limited ^
Republic of
Ghana
Dormant
70
70
Gama Media Systems Limited ^
Republic of
Ghana
Dormant
70
70
Media Master Industries (M)
Sdn Bhd
Held by Amity Valley Sdn Bhd
Gama Media International
(BVI) Ltd
Held by Gama Media
International (BVI) Ltd
Gama Film Company Limited ^
Interest in equity
2008
2007
%
%
226/227
Name of company
Held by Lazim Juta Sdn Bhd
Strategic Media Asset
Management Co. Ltd.
(formerly known as
MPB Asset Mgmt Co. Ltd.)
Held by mmStudios Sdn Bhd
(formerly known as Newslink
Asia Sdn Bhd)
MPB Primedia Inc. ^
Country of
incorporation
Labuan
Dormant
Philippines
Provision of airtime
consultancy services
Interest in equity
2008
2007
%
%
100
–
70
–
^ Audited by a firm other than PricewaterhouseCoopers, Malaysia
The Company undertook the test for impairment of its investment in ntv7 and TV9. No impairment loss was required for the
carrying amount of investments in ntv7 and TV9 assessed as at 31 December 2008 as their recoverable amount was in
excess of their carrying amount.
(a)
Key assumptions used in the VIU calculations
Value-in-use for TV9 and ntv7 are determined by discounting the future cash flows to be generated from continuing
use based on the following assumptions:
i)
Cash flows are derived based on the projections for a period of five (5) years. The projections reflect
management’s expectation of revenue growth, operating costs and margins for the cash-generating unit based on
current assessment of market share, expectations of market growth and industry growth.
ii)
The pre-tax discount rate used for cash flows discounting purpose is 10.29% (2007: 9.06%) based on the
estimate of weighted average cost of capital (post tax) applicable for the Group.
iii)
Growth rate for TV9 is estimated based on the growth in advertising revenue, both in spot-buys and
sponsorships, arising from the re-positioning of, and re-branding exercise undertaken by TV9 targeting towards
the younger Malay Urban market. The growth also takes into account of the comparatively low level of revenue
currently recorded by TV9. The growth in content costs takes into account the costs of syndicated and in-house
produced content that serves the new target market and the re-branded station. Revenue compound annual
growth rate (‘CAGR’) of 15.75% over the 5 years and terminal growth rate of 2% are the key assumptions used
for the purpose of VIU calculation.
notes to the
(a)
Key assumptions used in the VIU calculations (cont’d)
iv)
Growth rate for ntv7 is estimated based on the growth in advertising revenue, both in spot-buys and
sponsorships, arising from the projected continued improvement in the take-up of advertising and sponsorship
slots by advertisers. The growth in content costs takes into account the costs of syndicated and in-house
produced content that serves the station’s target market, in addition to the industry’s growth trends. Revenue
CAGR of 8.86% over the 5 years period and terminal growth rate of 2% are the key assumptions used for the
purpose of VIU calculation.
v)
The growth in overhead costs is determined based on industry trends and past performance of the stations within
the Group.
vi)
Profit margins are projected based on the industry trends, together with the trends observed in other stations
within the Group.
(b) Impact of possible change in key assumptions
Based on the sensitivity analysis performed for ntv7, the Directors have concluded that no reasonable change in the
base case assumptions would cause the carrying amount of the investment to exceed the recoverable amount.
For the investment in TV9, a change to the key assumption on the projected revenue growth used in the discounted
cash flow model could significantly affect the carrying amount of the investment in TV9. It is estimated that revenue
CAGR of below 14.83% over the 5 years, would result in the recoverable amount of the investment in TV9 to be lower
than the carrying amount.
26 ASSOCIATES
Group
Unquoted shares, at cost
Share of post acquisition results, net of
dividends received
Quoted shares, at cost
Share of post acquisition results, net of
dividends received
Goodwill on acquisition written off
Total
Market value of quoted shares
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
49
49
–
–
(49)
(49)
–
–
–
–
–
–
399,651
399,651
399,651
399,651
36,556
(88,763)
21,594
(88,763)
–
–
–
–
347,444
332,482
399,651
399,651
347,444
332,482
399,651
399,651
91,685
187,131
91,685
187,131
228/229
26 ASSOCIATES (cont’d)
The Group’s share of revenue, profit, assets and liabilities of the associates are as follows:
Group
2008
RM’000
2007
RM’000
Revenue
250,284
20,529
241,930
14,044
Non-current assets
Current assets
Current liabilities
Non-current liabilities
309,963
101,434
(55,447)
(8,506)
316,228
116,073
(95,380)
(4,439)
Share of net assets
347,444
332,482
Details of the associates, all of which are incorporated in Malaysia, are as follows:
Name of company
Interest in equity
2008
2007
%
%
(Malaysia) Berhad
Publishing and sale of newspaper
and investment holding
43.29
43.29
Sistem Network Nusantara Sdn Bhd
Dormant
49.00
49.00
Contingent liabilities relating to associates are shown in Note 41 (d) to the financial statements.
The Company undertook a test for impairment of its investment in New Straits Times Press (Malaysia) Berhad (“NSTP”). No
impairment loss was required for the carrying amount of investment in NSTP assessed as at 31 December 2008 as their
recoverable amount was in excess of the carrying amount.
(a)
Key assumptions used in the VIU calculations
Value-in-use for the investment in NSTP is determined by discounting the future cash flows to be generated based on
the following assumptions:
i)
Cash flows are derived based on projections for a period of five (5) years. The projections reflect management’s
expectation of revenue growth, operating costs and margins for the cash-generating unit based on current
assessment of market share, expectations of market growth and industry growth. The estimated terminal growth
rate used is 2%.
ii)
The pre-tax discount rate used for cash flows discounting purpose is 13.0% based on the estimate of weighted
average cost of capital applicable for the investment.
notes to the
26 ASSOCIATES (cont’d)
iii)
The foreign currency rate of USD:RM is estimated to be ranging from 3.63 to 3.10 over the 5 year projection
period based on foreign exchange trends.
(b) Impact of possible change in key assumptions
It is estimated that where there is an increase in foreign currency rate of USD:RM by 8%, the carrying amount will equal
the recoverable amount.
27 INVESTMENTS
Group
At cost:
Shares in corporations, quoted in Malaysia
Less: Allowance for diminution in value
Units in property and unit trusts, quoted in Malaysia
Shares in corporations, unquoted
Club membership, unquoted
At market value:
Quoted shares
Quoted property and unit trusts
2008
RM’000
2007
RM’000
291
(177)
291
(127)
114
164
5,210
(3,089)
5,210
(1,976)
2,121
3,234
88
–
381
(245)
88
136
70
70
2,393
3,604
84
2,121
190
3,235
230/231
28 INTANGIBLE ASSETS
Group
Programmes
and film rights
RM’000
Goodwill
RM’000
Acquired
concession
rights and
outdoor
advertising
rights
RM’000
At 1 January 2008
Additions during the financial year
51,418
189,251
94,525
–
60,192
–
206,135
189,251
Gross amortisation during the financial year
Write off during the financial year
240,669
(208,103)
(1,489)
94,525
–
–
60,192
(6,710)
–
395,386
(214,813)
(1,489)
31,077
94,525
53,482
179,084
At 1 January 2007
Additions during the financial year
Acquisition of subsidiaries (Note 39)
38,736
192,376
–
–
–
94,525
–
–
67,015
38,736
192,376
161,540
Gross amortisation during the financial year
Write off during the financial year
231,112
(179,650)
(44)
94,525
–
–
67,015
(6,823)
–
392,652
(186,473)
(44)
51,418
94,525
60,192
206,135
At 31 December 2008
At 31 December 2007
Total
RM’000
Deferred tax liabilities arising from the amortisation of the acquired concession rights of RM1,460,000 (2007: RM2,433,000)
have been credited to the income statement (Note 21), resulting in net amortisation of RM5,250,000 (2007: RM4,390,000).
Included in intangible assets arising from the acquisitions during the financial year were acquired rights which have indefinite
useful lives, totalling RM22,113,000 (2007: RM22,113,000). These assets are deemed to have indefinite useful lives as they
are renewable with minimum costs to the Group and there is no foreseeable limit to the period over which the assets are
expected to generate net cash inflows for the Group. The intangible assets are tested for impairment. Based on the test
performed as described below, the Directors concluded that the VIU is higher than the carrying amount of the intangible
assets.
Impairment tests for goodwill
The carrying amounts of goodwill allocated to the Group’s cash-generating units (“CGUs”) are as follows:
Group
TV
Radio
Outdoor
2008
RM’000
2007
RM’000
72,812
3,979
17,734
72,812
3,979
17,734
94,525
94,525
notes to the
28 INTANGIBLE ASSETS (cont’d)
The Group undertakes an annual test for impairment of its cash-generating units. No impairment loss was required for the
carrying amount of the remaining goodwill assessed as at 31 December 2008 as their recoverable amounts were in excess
of their carrying amounts.
The recoverable amount of the TV, Radio and Outdoor CGU, is determined based on value-in-use calculations, using cash
flow projections based on financial budgets approved by the Directors covering a ten-year period. These forecasts and
projections reflect management’s expectation of revenue growth, operating costs and margins for each cash-generating
unit based on past experience and future outlook.
Discount rates applied to the cash flow forecasts are derived from the Group’s weighted average cost of capital at the date
of the assessment of the respective cash-generating units.
The key assumptions used for the value-in-use calculations are as follows:
Revenue growth
Pre-tax discount rate
Terminal growth rate
TV
%
2008
Radio
%
Outdoor
%
TV
%
2007
Radio
%
Outdoor
%
5.46
10.29
2.00
10.00
10.29
2.00
2.00
10.29
2.00
7.00
9.06
5.00
15.00
9.06
5.00
7.00
9.06
5.00
The Group’s review includes an impact assessment of changes in key assumptions. Based on the sensitivity analysis
performed, the Directors concluded that no reasonable change in the base case assumptions would cause the carrying
amounts of the cash generating unit to exceed their recoverable amounts.
29 ASSETS HELD-FOR-SALE
Group
2008
RM’000
2007
RM’000
Property classified as assets held-for-sale:
- Leasehold land
- Leasehold building
–
–
14,927
45,674
Less: Loss on measurement at fair value less cost to sell
–
–
60,601
(1,941)
Fair value less cost to sell
–
58,660
In the previous financial year, a subsidiary entered into a sale and purchase agreement for the disposal of a piece of
leasehold land together with a six storey building. This satisfied the criteria set out in FRS 5 “Non-current Assets Held for
Sale and Presentation of Discontinued Operations” and hence, the property was classified as “asset held-for-sale”. The
difference between the carrying value of the investment property and the fair value less cost to sell, amounting to
RM1,941,000, was recognised as a loss in the income statement in the previous financial year.
The disposal was completed during the financial year ended 31 December 2008.
232/233
30 INVENTORIES
Group
Consumable spares
Musical albums
2008
RM’000
2007
RM’000
–
35
426
13
35
439
31 TRADE AND OTHER RECEIVABLES
Group
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
Trade receivables
Less: Allowance for doubtful debts
266,140
(42,950)
263,420
(40,143)
–
–
–
–
Less: Advanced billings
223,190
(5,501)
223,277
(4,066)
–
–
–
–
217,689
219,211
–
–
Deposits
Prepayments
Other receivables
10,110
31,084
187,607
7,714
17,628
176,030
2,506
5,297
3,718
69
4,942
12
Less: Allowance for doubtful debts
228,801
(166,310)
201,372
(166,147)
11,521
–
5,023
–
62,491
35,225
11,521
5,023
280,180
254,436
11,521
5,023
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
247,998
1,838
15,228
850
226
248,412
1,016
13,756
147
89
–
–
–
–
–
–
–
–
–
–
266,140
263,420
–
–
The currency exposure profile of trade receivables is as follows:
Group
Ringgit Malaysia
US Dollar
Cedi
Singaporean Dollar
Brunei Dollar
Credit terms of trade receivables are 60 to 90 days (2007: 90 days).
Company
notes to the
32 AMOUNTS DUE FROM SUBSIDIARIES
Company
Amounts due from subsidiaries
2008
RM’000
2007
RM’000
443,352
471,587
The amounts due from subsidiaries are denominated in Ringgit Malaysia, unsecured, interest free and have no fixed terms
of repayment. Included in amounts due from subsidiaries is a loan denominated in Ringgit Malaysia of RM Nil (2007: RM99
million) which bears interest at Nil% (2007: 5.00%) per annum.
33 DEPOSITS, CASH AND BANK BALANCES
Group
Cash and bank balances
Deposits with licensed financial institutions:
- Deposits with licensed banks
- Deposits with licensed finance companies
- Deposits with discount houses
Deposits, cash and bank balances (Note 35)
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
39,961
53,923
5,719
12,724
7,887
1,048
2,187
30,259
1,016
43,160
977
–
96
959
–
21,122
11,122
74,435
1,073
22,081
51,083
128,358
6,792
34,805
The currency exposure profile of deposits, cash and bank balances is as follows:
Group
Ringgit Malaysia
Cedi
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
50,621
462
128,358
–
6,792
–
34,805
–
51,083
128,358
6,792
34,805
During the financial year, the interest rates for the deposits ranged from 3.00% to 3.70% (2007: 3.00% to 3.70%)
per annum for the Group and for the Company. As at 31 December 2008, the effective interest rates for the deposits
ranged from 3.00% to 3.70% (2007: 3.00% to 3.70%) per annum for the Group and for the Company.
Fixed deposits with licensed financial institutions have a maturity period ranging between 30 days to 365 days
(2007: 30 days to 365 days).
Bank balances are deposits held at call with banks and earn no interest.
234/235
34 AMOUNT DUE TO AN ASSOCIATE
The amount due to an associate is denominated in Ringgit Malaysia, unsecured, interest free and has no fixed terms of
repayment.
35 CASH AND CASH EQUIVALENTS
Group
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
51,083
82
128,358
–
6,792
–
34,805
–
(5,412)
–
(25)
(1,016)
–
–
–
–
45,753
127,317
6,792
34,805
(1,674)
(705)
–
–
44,079
126,612
6,792
34,805
Deposits, cash and bank balances (Note 33)
Cash from subsidiary acquired exclusively for sale
Less:
Restricted deposits:
- Deposits with a licensed bank
- Deposits with a licensed finance company
Less: Bank overdrafts (Note 18)
Bank balances at the end of the financial year include the following deposits which are not available for use by the Group
and the Company:
(a) Deposits with a licensed bank, amounting to RM5,412,352 (2007: RM25,000), which have been placed with the
licensed bank for bank guarantee facilities extended to the Group;
(b) Deposits with a licensed finance company, amounting to RM Nil (2007: RM1,016,103), which have been placed with a
licensed finance company pending the completion of the installation of certain equipment of the Group.
36 ACQUISITION AND INCORPORATION OF SUBSIDIARIES
During the financial year, the Group acquired/incorporated the following companies:
(a) Lazim Juta Sdn Bhd (“LJSB”)
On 16 April 2008, the Company had acquired 2 ordinary shares of RM1.00 each in LJSB representing 100% of the
issued and paid-up share capital of LJSB. LJSB is currently dormant.
(b) Star Crest Sdn Bhd (“SCSB”)
On 2 September 2008, the Company had acquired 2 ordinary shares of RM1.00 each in SCSB representing 100% of
the issued and paid-up share capital of SCSB. SCSB is currently dormant.
(c)
MPB Primedia Inc.
On 25 March 2008, MPB Primedia was incorporated as a subsidiary of mmStudios Sdn Bhd, for the purpose of
setting up a Media Fund in Philippines, details of which are disclosed in Note 43 of the financial statements.
(d) Strategic Media Assets Mgt Co. Ltd.
On 21 April 2008, a new offshore subsidiary of LJSB, Strategic Media Assets Mgt Co. Ltd. was incorporated under the
Offshore Companies Act 1990 with a paid up capital of USD100.
notes to the
37 CASH FLOWS GENERATED FROM OPERATIONS
Group
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
117,703
(45,257)
117,440
–
56,639
–
93,080
–
72,446
117,440
56,639
93,080
208,103
1,489
284
179,650
44
284
–
–
–
–
–
–
39,107
279
678
37,639
(199)
305
51
–
–
7
–
–
271
(3,730)
334
6,710
274
83
827
6,823
–
–
–
–
–
–
–
–
132
20,308
–
(4,278)
24,209
1,238
–
18,318
–
–
15,972
1,238
1,163
34
(20,529)
(146)
(1,493)
41,561
–
4,010
1,422
1,639
38
(912)
(547)
(14,044)
(53)
(2,338)
31,655
1,266
–
–
–
–
–
–
–
(97,940)
(115)
25,597
–
–
–
1,639
–
–
–
–
(146,494)
(6,327)
37,936
71
–
–
–
–
374,110
379,366
4,189
(4,517)
Changes in working capital:
Inventories
Receivables
Payables
Subsidiaries
Associates
404
(33,538)
(222,492)
–
(3,803)
865
(54,619)
(176,150)
–
5,999
–
(6,498)
11,708
28,236
–
–
(1,998)
42,831
(123,200)
–
Cash flows generated from/(used in) operations
114,681
155,461
37,635
(86,884)
Net profit/(loss) for the financial year from:
Continuing operations
Subsidiary acquired exclusively for sale
Adjustments for:
Programmes, film rights and album production cost
- Amortisation
- Write off
Prepaid expenditure written off
- Depreciation
- Gain on disposals
- Write off
- Depreciation
- (Gain)/loss on disposal
Amortisation of prepaid lease rentals
Amortisation of intangibles
Impairment losses/(write back) of
impairment losses on assets
Interest expenses
Amortisation of transaction fees – UREB
Allowance for diminution in value/(reversal of)
allowance for diminution in value of quoted investments
Net unrealised exchange loss/(gain)
Share of results of an associate
Dividend income
Interest income
Taxation
Options granted during the year
Allowance for doubtful debts
Bad debts written off
Amortisation of BGMTN transaction cost
Loss on disposal of investment
236/237
38 SIGNIFICANT NON-CASH TRANSACTIONS
The significant non-cash transactions during the financial year are as follows:
Group
Property, plant and equipment obtained through:
- contra arrangements with customers
- hire-purchase arrangements
2008
RM’000
2007
RM’000
3,573
11,544
1,704
2,253
39 SIGNIFICANT RELATED PARTY TRANSACTIONS
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the Group.
Key management personnel of the Company are the directors (executive/non-executive) of the Company and includes
senior management.
Key management compensation is as follows:
Group
Key management:
- Fees
- Basic salaries and bonus
- Allowance
- Defined contribution retirement plan
Estimated monetary value of benefits-in-kind
Company
2008
RM’000
2007
RM’000
2008
RM’000
2007
RM’000
525
7,727
1,074
1,360
490
5,276
1,496
1,031
290
2,636
435
484
272
1,961
732
396
10,686
8,293
3,845
3,361
252
248
88
16
Key management personnel of the Group and of the Company have been granted options under the ESOS on the same
terms and conditions as those offered to other employees of the Group (see Note 10) as follows:
Grant date
Expiry
date
Exercise
price At
RM/share
At
1 January
31 December
2008
Granted
Exercised
2008
’000
’000
’000
’000
31 December 2008
11 January 2005
14 December 2005
10 January
2010
10 January
2010
1.55
820
–
–
820
1.46
450
–
–
450
1,270
–
–
1,270
notes to the
39 SIGNIFICANT RELATED PARTY TRANSACTIONS (cont’d)
Grant date
price
Expiry date
Exercise
At
RM/ share
At
1 January
31 December
2007
Granted
Exercised
2007
’000
’000
’000
’000
31 December 2007
11 January 2005
14 December 2005
10 January
2010
10 January
2010
1.55
2,210
–
(1,390)
820
1.46
2,180
–
(1,730)
450
4,390
–
(3,120)
1,270
Included in the key management compensation is Directors’ remuneration as disclosed in Note 6 to the financial statements.
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other significant
related party transactions which were carried out on terms and conditions attainable in transactions with unrelated parties.
Name of company
Relationship
The New Straits Times Press (Malaysia) Berhad (“NSTP”)
Sistem Televisyen Malaysia Berhad
Metropolitan TV Sdn Bhd
Natseven TV Sdn Bhd
Ch–9 Media Sdn Bhd
Big Tree Outdoor Sdn Bhd
UPD Sdn. Bhd.
An associate of the Company
A subsidiary of the Company
Company
(a)
Fees receivable in relation to provision of procurement services to:
- Sistem Televisyen Malaysia Berhad
- Metropolitan TV Sdn Bhd
- Natseven TV Sdn Bhd
- Ch-9 Media Sdn Bhd
(b) Interest receivable in relation to advances given to:
(c)
Dividends received/receivable net of tax from:
- Big Tree Outdoor Sdn Bhd
- NSTP
- UPD Sdn. Bhd.
(d) Loan due from
2008
RM’000
2007
RM’000
5,560
2,353
1,540
1,412
5,109
2,126
1,497
1,988
–
4,950
47,808
15,000
5,568
4,100
80,366
19,710
6,864
–
–
99,000
238/239
39 SIGNIFICANT RELATED PARTY TRANSACTIONS (cont’d)
The Group and its associate, NSTP, have an arrangement whereby all sales and placement of advertisements between
the two Groups of entities are made in slots/space usually reserved for in-house advertisements and promotions.
The fair values of these sales and placement of advertisements are not material in relation to the financial statements.
40 COMMITMENTS
(a) Capital commitments
Group
Capital commitments, approved but not contracted for
- Programmes and film rights
Share of an associate’s capital commitments
2008
RM’000
2007
RM’000
55,103
289,103
50,445
193,553
344,206
243,998
14,315
25,228
(b) Operating lease commitments
The future minimum lease payments under non-cancellable operating leases are as follows:
Group
- Not later than 1 year
- Later than 1 year and not later than 5 years
- Later than 5 years
2008
RM’000
2007
RM’000
10,994
9,217
–
11,100
19,032
1,164
20,211
31,296
The operating lease commitments relate to the rental of the Company’s registered office and principal place of
business and offices leased by subsidiary companies.
41 CONTINGENT LIABILITIES
(a)
Material litigation
(i)
A claim of RM100 million (2007: RM100 million) for defamation action was brought against STMB for words
mentioned and visual broadcasting during its news programme in 1998. The High Court on 28 June 2007,
dismissed the Plaintiff’s claim. The Plaintiff appealed, which is now pending. The Directors are of the opinion,
based on legal advice, that the claim has no merit and is unlikely to succeed.
(ii)
A claim of RM24 million (2007: RM24 million) for an alleged breach of contract for the marketing of STMB’s Tamil
belt programme was brought against STMB in 2002. The parties have settled the matter out of court upon
mutually agreed terms in 2008.
(iii) Three claims totalling RM270 million (2007: RM270 million) for defamation action was brought against STMB for
visual images and statements made during its news programme broadcasted in 2007. The Directors are of the
opinion, based on legal advice, that the claims have no merit and are unlikely to succeed.
notes to the
41 CONTINGENT LIABILITIES (cont’d)
(a)
Material litigation (cont’d)
(iv) A claim of RM100 million (2007: RM100 million) for defamation action was brought against a subsidiary, ntv7,
for visual images and statements made during its programme in 2004. The Directors are of the opinion, based on
legal advice, that the claim has no merit and is unlikely to succeed.
(v)
Two new claims totalling RM11 million for defamation brought against a subsidiary, STMB for words mentioned
during its news programme and other programme broadcasted in 2008. The Directors are of the opinion, based
on legal advice, that the claim has no merit and is unlikely to succeed.
(b) The Group is a defendant in various other legal actions with contingent liabilities amounting to approximately
RM13 million (2007: RM3.6 million). The Directors are of the opinion, after taking appropriate legal advice, that the
outcome of such actions will not give rise to any significant loss.
(c) In June 2008, Inland Revenue Board issued Notices of Assessment (“NA”) under Section 90(3) of the Act for Year of
Assessments (“YA”) 2004 to 2006 in respect of a subsidary, Synchrosound Studio Sdn. Bhd., the total tax liability for
these YAs amounting to RM13.3 million in total. The Directors are of the opinion that the amounts raised in the NA is
excessive following detailed submission sent.
(d) There are several libel suits which involve claims against NSTP, an associate, of which the outcome and compensation,
if any, are not determinable. No provision has been made in the financial statements of the associate as at 31
December 2008 as the Directors of the associate are of the opinion that the claims have no merit. The Directors of the
associate do not expect the outcome of these claims to have a material impact on the financial position of the
associate.
42 SEGMENTAL ANALYSIS
(a)
Primary reporting format – business segment
The Group operates primarily within one business segment, namely commercial television broadcasting and related
services.
Other operations of the Group consist of the activities set out in Note 1 to the financial statements, none of which are
of a sufficient size to be reported separately.
(b) Secondary reporting format – geographical segment
The Group operates in two main geographical areas as shown below:
Revenue
RM’000
Losses
from
subsidiary
acquired
exclusively
for sale
RM’000
Capital
expenditure
RM’000
Total
segment
assets*
RM’000
754,820
26,470
–
–
–
(45,257)
49,084
2,181
–
1,062,388
36,693
42,402
781,290
(45,257)
51,265
1,141,483
2008
Malaysia
Republic of Ghana
Philippines
240/241
42 SEGMENTAL ANALYSIS (cont’d)
(b) Secondary reporting format - geographical segment (cont’d)
Revenue
RM’000
Losses
from
subsidiary
acquired
exclusively
for sale
RM’000
Capital
expenditure
RM’000
Total
segment
assets*
RM’000
666,958
23,238
–
–
35,046
8,655
1,186,778
27,988
690,196
–
43,701
1,214,766
2007
Malaysia
Republic of Ghana
* Excludes deferred tax assets and tax recoverable
43 SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
On 25 March 2008, the Company announced the intention of the setting up of a Media Fund (“the Fund”). The Fund,
with an expected size of USD100 million, is being established for the purpose of making private equity investment in the
media sector within the ASEAN emerging markets including Indonesia, the Philippines, Vietnam and Malaysia. The initial
financial close of the Fund is expected to take place by the end of the second quarter of 2009.
Pursuant to the announcement, on the same day, mmStudios Sdn Bhd (formerly known as Newslink Asia Sdn Bhd)
(“MSSB”), the Company’s wholly owned subsidiary entered into a Shareholders’ Agreement with SBC Markwendell. Inc
(“SBC”) and MPB Primedia, Inc. (“MPI”) for the subscription by both MSSB and SBC of their respective portions of
common shares in MPI, whereby MSSB will hold 70% of the issued and paid up capital of MPI and SBC the balance 30%.
Pending the setting up of the Fund, MSSB and MPI have entered into a Shareholders’ Agreement as described above, with
the intention that the Shareholders’ Agreement be novated and/or MSSB interest in MPI be transferred to the Fund after the
Fund has been set up.
As the investment in MPI is intended to be held temporarily and is anticipated to be transferred to the Fund within the next
twelve months, under FRS5 “Non-Current Assets Held For Sale”, this investment is classified as “subsidiary acquired
exclusively for sale”. Consequently, the losses arising from MPI’s share of the losses is included in the results of the Group:
RM’000
MPI’s losses for the period ended 31 December 2008
Minority interests (SBC)
45,257
(13,577)
The Group’s share of losses
31,680
SBC has given an undertaking and commitment that the losses incurred by MPI for the period ended 31 December 2008
to the extent of their thirty percent (30%) shareholding will be borne by SBC and that they are able to provide the additional
investment to cover these losses.
notes to the
44 MATERIAL EVENT SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
The Company had on 29 September 2008 entered into a conditional share sale agreement with Zulkifli Bin Amin Noordin to
acquire 80% of the issued and paid-up share capital of Radio Wanita Sdn Bhd, which is principally engaged in the
operation of a radio broadcasting station for a cash consideration of RM12.2 million (subject to deduction of agreed
liabilities). The acquisition was completed on 19 January 2009.
45 FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of a financial instrument is assumed to be the amount at which the instrument could be exchanged or settled
between knowledgeable and willing parties in an arm’s length transaction.
Quoted market prices, when available, are used as a measure of fair values. However, for a significant portion of the
Group’s and Company’s financial instruments, quoted market prices do not exist. For such financial instruments, fair values
presented are estimates derived using the net present value or other valuation techniques. These techniques involve
uncertainties and are significantly affected by the assumptions used and judgements made regarding risk characteristics of
various financial instruments, discount rates, estimates of future cash flows and other factors. Changes in assumptions
could significantly affect these estimates and the resulting fair values.
The carrying values of financial assets and financial liabilities of the Group and the Company at the balance sheet date
approximated their fair values, except as set out below:
2008
Carrying
amount
RM’000
2007
Fair value
RM’000
Carrying
amount
RM’000
Fair value
RM’000
114
2,121
–
163,990
49,589
84
2,121
–
170,000
51,974
164
3,234
9,275
162,351
56,865
190
3,235
15,488
170,000
63,815
–
163,990
49,000
–
170,000
51,241
9,275
162,351
56,000
15,488
170,000
62,949
Group
Investments
- Quoted shares ^
- Quoted property and unit trusts ^
Irredeemable convertible unsecured loan stocks ^
Bank guaranteed medium term notes *
Term loans (unsecured) (non-current) *
Company
Irredeemable convertible unsecured loan stocks ^
Bank guaranteed medium term notes *
Term loans (unsecured) (non-current) *
^
The fair value of these financial instruments has been estimated using quoted market prices at balance sheet date.
*
The fair value of these financial instruments has been estimated using future contractual cash flows discounted at current market
interest rates available for similar financial instruments/loans.
242/243
46 FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks, including:
•
foreign currency exchange risk – risk that the value of a financial instrument will fluctuate due to changes in foreign
exchange rates
•
fair value interest rate risk – risk that the value of a financial instrument will fluctuate due to changes in market interest
rates
•
cash flow interest rate risk – risk that future cash flows associated with a financial instrument will fluctuate. In the case
of a floating rate debt instrument, such fluctuations result in a change in the effective interest rate of the financial
instrument, usually without a corresponding change in its fair value
•
price risk – risk that the value of a financial instrument will fluctuate as a result of changes in market prices, whether
those changes are caused by factors specific to the individual instrument or its issuer or factors affecting all instrument
traded in the market
•
credit risk – risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to
incur a financial loss
•
liquidity risk (funding risk) – risk that an entity will encounter difficulty in raising funds to meet commitments associated
with financial instruments
The Group’s overall financial risk management programme focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the financial performance of the Group. Financial risk management is carried out
through risk reviews, internal control systems and adherence to the Group’s financial risk management policies. The Board
regularly reviews these risks and approves the treasury policies, which covers the management of these risks.
(a) Foreign currency exchange risk
The Group operates internationally and is exposed to currency risk as a result of the foreign currency transactions
entered into by companies in currencies other than their functional currency.
The exposure of the Group to currency fluctuations of Ringgit Malaysia to the US Dollar is constantly monitored by
management. The exposure of the Group to other currency fluctuations are minimal.
(b) Fair value interest rate risk
The Group’s income and operating cash flows are substantially independent of changes in market interest rates.
Interest rate exposure arises from the Group’s borrowings and deposits, and is managed through the use of fixed and
floating rate debt.
(c) Price risk
For key product purchases, the Group establishes floating and fixed price levels that the Group considers acceptable
and enters into physical supply agreements, where necessary, to achieve these levels.
notes to the
46 FINANCIAL RISK MANAGEMENT (cont’d)
(d) Credit risk
Credit risk arises when sales are made on deferred credit terms. The Group seeks to invest cash assets safely and
profitably. It also seeks to control credit risk by setting counterparty limits and ensuring that sales of products and
services are made to customers with an appropriate credit history. The Group considers the risk of material loss in the
event of non-performance by a financial counterparty to be unlikely.
The Group has no significant concentrations of credit risk except that the majority of its deposits are placed with major
financial institutions in Malaysia.
The Group trades with a large number of customers who are nationally and internationally dispersed but within the
commercial television and radio broadcasting industry. Due to these factors, management believes that no additional
credit risk beyond amounts allowed for collection losses is inherent in the Group’s trade receivables.
(e) Liquidity risk and cash flow interest rate risk
The Group manages its debt maturity profile, operating cash flows and availability of funding so as to ensure that all
repayment and funding requirements are met. As part of its overall prudent liquidity management, the Group maintains
sufficient levels of cash or cash convertible investments to meet its working capital requirements. Due to the dynamic
nature of the underlying business, the Group aims at maintaining flexibility in funding by keeping committed credit lines
available.
47 APPROVAL OF FINANCIAL STATEMENTS
The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on
18 March 2009.
statement by
directors
244/245
pursuant to section 169(15) of the companies act, 1965
We, Dato’ Abdul Mutalib bin Datuk Seri Mohamed Razak and Abdul Rahman Ahmad, two of the Directors of Media Prima
Berhad, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 171 to 244 are drawn up
so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2008 and of the
results and cash flows of the Group and of the Company for the financial year ended on that date in accordance with the
provisions of the Companies Act, 1965 and MASB Approved Accounting Standards in Malaysia for Entities Other than Private
Entities.
Signed on behalf of the Board of Directors in accordance with their resolution dated 18 March 2009.
DATO’ ABDUL MUTALIB BIN DATUK SERI MOHAMED RAZAK
CHAIRMAN
ABDUL RAHMAN AHMAD
GROUP MANAGING DIRECTOR
statutory
declaration
pursuant to section 169(16) of the companies act, 1965
I, Amil Izham Hamzah, the Officer primarily responsible for the financial management of Media Prima Berhad, do solemnly and
sincerely declare that the financial statements set out on pages 171 to 244 are, in my opinion, correct and I make this solemn
declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
AMIL IZHAM HAMZAH
Subscribed and solemnly declared by the above named Amil Izham Hamzah, at Petaling Jaya, Malaysia on 18 March 2009,
before me.
COMMISSIONER FOR OATHS
report of
the auditors
to the members of media prima berhad
REPORT ON THE FINANCIAL STATEMENTS
We have audited the financial statements of Media Prima Berhad, which comprise the balance sheets as at 31 December 2008
of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the
Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other
explanatory notes, as set out on pages 171 to 244.
Directors’ Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation and fair presentation of these financial statements in
accordance with Financial Reporting Standards in Malaysia, the MASB Approved Accounting Standards in Malaysia for Entities
Other than Private Entities and the Companies Act 1965. This responsibility includes: designing, implementing and maintaining
internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are
reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by
the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards in
Malaysia and the Companies Act 1965 so as to give a true and fair view of the financial position of the Group and of the
Company as of 31 December 2008 and of their financial performance and cash flows for the financial year then ended.
246/247
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b) We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors,
which are indicated in note 25 to the financial statements.
(c) We are satisfied that the accounts 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 financial statements of the Group
and we have received satisfactory information and explanations required by us for those purposes.
(d) The audit reports on the accounts of the subsidiaries did not contain any material qualification or any adverse comment
made under Section 174(3) of the Act.
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act
1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
PRICEWATERHOUSECOOPERS
(No. AF: 1146)
Chartered Accountants
Kuala Lumpur
18 March 2009
THAYAPARAN A/L S. SANGARAPILLAI
(No. 2085/09/10 (J))
Chartered Accountant
analysis of
shareholdings
as at 27 February 2009
Authorised Capital
Issued and Paid Capital
Class of Shares
No. of Shareholders
:
:
:
:
RM2,000,000,000
RM853,811,042
Ordinary Share of RM1.00 each
28,457
DISTRIBUTION OF SHAREHOLDINGS
As At 27 February 2009
No. of
Shareholders
% of
Shareholders
No. of
Shares
% of Issued
Share Capital
Less than 100
100 - 1000
1,001 - 10,000
10,001 - 100,000
100,001 to less than 5% of issued shares
5% and above of issued shares
4,989
13,557
8,841
867
199
4
17.53
47.64
31.07
3.05
0.70
0.01
211,739
6,783,015
26,229,195
21,717,651
349,058,943
449,810,499
0.03
0.80
3.07
2.54
40.88
52.68
Total
28,457
100.00
853,811,042
100.00
No. of
Shares
%
Dato' Abdul Mutalib Bin Datuk Seri Mohamed Razak
Registered Into:
Cimsec Nominees (Tempatan) Sdn Bhd
CIMB Bank For Abdul Rahman Ahmad
Dato' Sri Ahmad Farid Bin Ridzuan
Dato' Kamarulzaman Bin Hj Zainal
Dato' Abdul Kadir Bin Mohd Deen
Dato' Gumuri Bin Hussain
–
600,000
–
0.07
–
–
190,000
200,000
–
–
–
–
–
0.02
0.02
–
–
–
Total
990,000
0.11
Size of Shareholdings
DIRECTORS' SHAREHOLDINGS
Names
1
2
3
4
5
6
7
8
9
248/249
SUBSTANTIAL SHAREHOLDERS
Names
No. of
Shares
%
1
Employees Provident Fund Board
195,272,158
22.87
2
Alliancegroup Nominees (Tempatan) Sdn Bhd
Alliance Investment Management Berhad
For Gabungan Kesturi Sdn Bhd
123,023,070
14.40
3
Amanah Raya Berhad
123,023,070*
14.40
4
Alliancegroup Nominees (Asing) Sdn Bhd
For Altima, Inc
87,840,471
10.29
5
Cartaban Nominees (Asing) Sdn Bhd
SSBT Fund 2IB6 For Oakmark International
Small Cap Fund
43,674,800
5.12
449,810,499
52.68
No. of
Shares
%
Total:
* Deemed interested by virtue of its 100% equity interest in Gabungan Kesturi Sdn Bhd
THIRTY (30) LARGEST SHAREHOLDERS
Names
1
Employees Provident Fund Board
195,272,158
22.87
2
Alliancegroup Nominees (Tempatan) Sdn Bhd
For Gabungan Kesturi Sdn Bhd
123,023,070
14.40
3
Alliancegroup Nominees (Asing) Sdn Bhd
For Altima, Inc
87,840,471
10.29
4
SSBT Fund 2IB6 For The Oakmark International
Small Cap Fund
43,674,800
5.12
5
HSBC Nominees (Asing) Sdn Bhd
Exempt An For JPMorgan Chase Bank, National Association (U.K.)
26,107,000
3.06
analysis of
shareholdings
as at 27 February 2009
THIRTY (30) LARGEST SHAREHOLDERS (cont’d)
Names
No. of
Shares
%
6
Government of Singapore Investment Corporation Pte Ltd
For Government of Singapore (C)
24,219,000
2.84
7
SSBT Fund WB2M for Bill And Melinda Gates Foundation Trust
19,474,100
2.28
8
TNTC For Saudi Arabian Monetary Agency
17,017,700
1.99
9
Exempt An For The Hongkong and Shanghai
Banking Corporation Limited (HBFS-B CLT 500)
16,483,320
1.93
10 Citigroup Nominees (Tempatan) Sdn Bhd
Exempt An For Prudential Fund Management Berhad
16,380,163
1.92
11 Citigroup Nominees (Asing) Sdn Bhd
Exempt An For Mellon Bank (Mellon)
14,975,900
1.75
12 Cartaban Nominees (Asing) Sdn Bhd
SSBT Fund 59DS For Oregon Public Employees
Retirement System
11,366,000
1.33
13 HSBC Nominees (Asing) Sdn Bhd
BNY Brussels For SpecialForeningen BankPension
Emerging Markets Aktier (PAL)
10,820,300
1.27
Government of Singapore Investment Corporation Pte Ltd
For Monetary Authority of Singapore (H)
10,548,800
1.24
BNY Brussels For Brooklawn House
10,250,000
1.20
State Street Australia Fund UAJB For UniFund
(HTSG As Trustee)
8,564,000
1.00
BBH And Co Boston For Matthews Asia Pacific Equity
Income Fund
6,070,600
0.71
250/251
THIRTY (30) LARGEST SHAREHOLDERS (cont’d)
No. of
Shares
%
18 Valuecap Sd Bhd
6,064,800
0.71
SSBT Fund NP9Q For Ontario Teachers' Pension
Plan Board
5,481,500
0.64
20 RHB Nominees (Tempatan) Sdn Bhd
RHB Investment Management Sdn Bhd
For Telekom Malaysia Berhad (C)
5,222,214
0.61
21 Mayban Nominees (Tempatan) Sdn Bhd
Mayban Investment Management Sdn Bhd
For Kumpulan Wang Simpanan Pekerja (N14011980810)
4,150,000
0.49
22 Minister of Finance
4,140,027
0.48
23 HSBC Nominees (Tempatan) Sdn Bhd
Nomura Asset Mgmt Malaysia
For Employees Provident Fund
4,115,700
0.48
24 Citigroup Nominees (Asing) Sdn Bhd
CBHK For Kuwait Investment Authority (Fund 222)
3,402,500
0.40
RBC Dexia Investor Services Bank
For BI Global Emerging Markets Equities Sri Sicav (BI Sicav)
3,379,300
0.40
26 AM Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (A/C 1)
2,983,900
0.35
BBH (Lux) SCA For Fidelity Funds Malaysia
2,931,400
0.34
UBS Ag Zurich For SBC Lux Equity Portfolio Malaysia
2,517,000
0.29
BNY Brussels For Investeringsforeningen Jop Emerging Markets
2,192,700
0.26
BNY Brussels For Co-Operative Insurance Society Limited
2,186,600
0.26
690,855,023
80.91
Names
Total
list of
properties
Location
Country Height
The Mines Resort City
43300 Seri Kembangan
Selangor
Type
Date of
Tenure Acquisition
Leasehold
99 years
Expiry : 2091
Freehold
–
16-Aug-87
Lot 374, Block 12
Miri Concession
Land District
Km 3, Jalan Miri-Bintulu
Miri, Sarawak
Leasehold
60 years
Expiry : 2053
Pandan Ville Condominium
Block B
Jalan Pandan Indah
1/16 Pandan Indah
55100 Kuala Lumpur
Leasehold
Lot 340
Jalan Bangsar Utama 3
Off Jalan Maarof
59100 Kuala Lumpur
Area
Net book
Value (RM)
Bungalow
house
including
furniture
10
2,645,677
0.7039 ha
Television
transmission
station
20
180,655
8-Apr-93
0.4815 ha
Television
transmission
station
15
107,878
99 years
Expiry : 2091
1-Oct-01
8 unit x Condominium
1,587 sq ft
11
1,628,725
Leasehold
99 years
Expiry : 2085
21-Aug-96
8,860 sq ft
Commercial
building
11
1,800,000
Pangsapuri Greenpark
Block B, Jalan Awan Pintal
Pangsapuri Taman Hijau
58200 Kuala Lumpur
Freehold
–
25-Jun-96
1,232 sq ft
9
581,496
Sri Intan Condominium
No. 2, Jalan Terolak 6
Off Jalan Batu 5, Jalan Ipoh
51200 Kuala Lumpur
Freehold
–
21-Aug-96
206 sq metre
10
955,089
Lot 2494
Mukim Peringat
Daerah Peringat
Kampung Parit
Kota Bharu, Kelantan
5-May-01 14,863 sq ft
Approximate
Age of
buildings
Description
(Years)
252/253
Location
Commerce Square
Batu 10
Jalan Kelang Lama SS8/1
Petaling Jaya Selatan
Mukim Damansara
Petaling, Selangor
Type
Date of
Tenure Acquisition
Area
Approximate
Age of
buildings
Description
(Years)
Net book
Value (RM)
Leasehold
99 years
Expiry : 2091
30-May-01
1 unit x
2,963 sq ft
1 unit x
3,130 sq ft
Commercial
building
Commercial
building
9
9
1,678,791
Lembah Beringin
P.T. No 2133
Mukim Sungai Gumut
Daerah Hulu Selangor
Selangor
Freehold
–
27-Jul-99
1 unit x
43,597 sq ft
Residential
land
8
376,346
Lembah Beringin
P.T. No 2133
Mukim Sungai Gumut
Selangor
Freehold
–
27-Jul-99
1 unit x
53,561 sq ft
Residential
land
8
410,049
Lembah Beringin
P.T. No 2133
Mukim Sungai Gumut
Selangor
Freehold
–
21-Sep-04
1 unit x
10,934 sq ft
Residential
land
3
134,284
Lembah Beringin
P.T. No 2133
Mukim Sungai Gumut
Selangor
Freehold
–
21-Sep-04
1 unit x
10,955 sq ft
Residential
land
3
134,830
Putrajaya Precinct 8 Phase 5A Freehold
Unit C-3A-3A
Level 4 (Tingkat 3), Block C
Pusat Pentadbiran
Kerajaan Persekutuan
Putrajaya
–
22-Dec-00
8,981.8
sq metre
Commercial
building
7
123,074
list of
properties
Location
Type
Date of
Tenure Acquisition
Area
Approximate
Age of
buildings
Description
(Years)
Net book
Value (RM)
Unit No. 102
Jalan Seksyen 3/3
Sekyen 3, Kajang Utama
43000 Kajang, Selangor
Freehold
–
14-May-04
942 sq ft
Apartment
3
100,000
Lot No. 76
Jalan Seksyen 3/3
Sekyen 3, Kajang Utama
43000 Kajang, Selangor
Freehold
–
14-May-04
1,650 sq ft
Commercial
building
3
550,000
Leasehold
99 years
Expiry : 2094
12-Dec-02
1,455 sq ft
5
237,805
Unit No : D124
12-Dec-02
1,455 sq ft
5
236,540
Unit No : GS-01-11
Unit No : D108
12-Dec-02
4-May-04
377 sq ft
1,500 sq ft
Holiday
bungalow
Holiday
bungalow
Studio
Holiday
bungalow
5
3
124,532
284,352
Summerset Resort
Unit No : D120
Mukim Rompin
Daerah Rompin
Negeri Pahang
Lot 2B-4-20 & 2B-4-21
Kompleks Tun Abdul Razak
Geogetown, Penang
Leasehold
99 years
Expiry : 2093
31-May-95
7,316 sq ft
Cineplex
12
1,652,343
Damai Laut
Holiday Apartments
Lot F2-01-03A
& Lot F2-GF-03A
Jalan Titi Panjang
32200 Lumut
Perak
Leasehold
99 years
Expiry : 2098
5-Aug-97
2 lot x
981 sq ft
Apartment
9
340,000
254/255
Location
Type
Date of
Tenure Acquisition
29-Apr-97
Area
Kawasan Perniagaan
Permatang Rawa
Jalan Permatang Rawa 1
14000 Bukit Mertajam
Pulau Pinang
Freehold
–
Lot No. 2.30
Freehold
99 years
Expiry : 2093
Lot No. 2.31
Freehold
15-Sep-04 603.88 sq ft
Lot No. 2.32
Freehold
15-Sep-04 596.99 sq ft
Approximate
Age of
buildings
Description
(Years)
Net book
Value (RM)
5 lot x
5,092 sq ft
Commercial
building
11
1,530,724
15-Sep-04 603.88 sq ft
Commercial
building
Commercial
building
Commercial
building
3
219,380
3
232,910
3
230,240
4,292 sq ft Double storey
terrace
1
320,000
Summit Centre Shopping Complex
Mines Wonderland
Seri Kembangan
Petaling, Selangor
Lot No. 2344/45
Mukim of Jeram, Selangor
Freehold
–
Lot 159 & 160
Freehold
Jalan Jurubina U1/18
Seksyen U1
Hicom Glenmarie Industrial Park
40150 Shah Alam, Selangor
–
12-Nov-96 80,063 sq ft
Commercial
land
–
7,093,700
Lot 7/9
Freehold
Jalan Jurubina U1/18
Seksyen U1
Hicom Glenmarie Industrial Park
40150 Shah Alam, Selangor
–
12-Nov-96
7,562 sq ft
Commercial
building
–
21,346,994
No. 9-2b, Jalan Desa 9/4
Bandar Country Homes
48000 Rawang, Selangor
–
28-Dec-98
695 sq ft
Office unit
9
43,545
Freehold
9-Aug-06
group
directory
MEDIA PRIMA BERHAD
Sri Pentas
No. 3 Persiaran Bandar Utama
Bandar Utama
47800 Petaling
Malaysia
Tel
: +603 7726 6333
Fax
: +603 7726 1367
Email:
communications@mediaprima.com.my
Website: http://www.mediaprima.com.my
SISTEM TELEVISYEN MALAYSIA
BERHAD
Sri Pentas
Bandar Utama
47800 Petaling
Malaysia
(P.O Box 11124, 50736 Kuala Lumpur)
Tel
: +603 7726 6333
Fax
: +603 7727 8455
Email: enquiries@tv3.com.my
Website: http://www.tv3.com.my
BIG TREE OUTDOOR SDN. BHD.
Lot 1.06, 1st Floor, KPMG Tower
8, First Avenue, Bandar Utama
47800 Petaling
Malaysia
Tel
: +603 7728 3889
Fax
: +603 7729 3999
Website: http://www.bigtreeoutdoor.com
CH-9 MEDIA SDN. BHD.
Sri Pentas, 3rd Floor, South Wing
Bandar Utama
47800 Petaling
Malaysia
Tel
: +603 7985 8360
Fax
: +603 7952 7819 / 7809
Website: http://www.tv9.com.my
METROPOLITAN TV SDN. BHD.
Sri Pentas, 3rd Floor, South Wing
Bandar Utama
47800 Petaling
Malaysia
Tel
: +603 7728 8282
Fax
: +603 7726 8282
Website: http://www.8tv.com.my
NATSEVEN TV SDN. BHD.
Sri Pentas, 2nd Floor, North Wing
Bandar Utama
47800 Petaling
Malaysia
Tel
: +603 7726 8777
Fax
: +603 7726 9777
Email: feedback@ntv7.com.my
Website: http://www.ntv7.com.my
ALT MEDIA SDN. BHD.
(Formerly known as Cineart
Enterprises Sdn. Bhd.)
Sri Pentas, 3rd Floor, North Wing
Bandar Utama
47800 Petaling
Malaysia
Tel
: +603 7726 6333
Fax
: +603 7710 3876
Email: contactus@gua.com.my
Website: http://www.gua.com.my
THE NEW STRAITS TIMES PRESS
(MALAYSIA) BERHAD
Balai Berita, 31 Jalan Riong
59100 Kuala Lumpur
Malaysia
Tel
: +603 2282 3131
Fax
: +603 2282 1428
Email : general@nstp.com.my
Website: http://www.nstp.com.my
GAMA MEDIA INTERNATIONAL
(BVI) LIMITED
12th Road Kanda-Accra
Opposite the French Embassy
Box M83 Accra-Ghana
: +21-763458 / 763462
Tel
Fax
: +233-21-763450
E-mail: info@tv3.com.gh
Website: http://www.tv3.com.gh
PRIMEWORKS STUDIOS SDN. BHD.
(Formerly known as Grand Brilliance
Sdn. Bhd.)
Sri Pentas
Bandar Utama
47800 Petaling
Malaysia
Tel
: +603 7726 6333
Fax
: +603 7726 1333
Website: http://www.primeworks.com.my
proxy form
Company No: 532975 A
Incorporated in Malaysia
Before completing this form, please see the notes below
I/We (Full Name in Capital Letters)
of (Full Address)
being a member/members of MEDIA PRIMA BERHAD hereby appoint *The Chairman of the Meeting or (Full Name)
of (Full Address)
or failing whom (Full Name)
of (Full Address)
as my/our proxy to attend and vote for me/us on my/our behalf at the Eighth (8th) Annual General Meeting of the Company to be held
on Tuesday, 28 April 2009 at 10.00 a.m. and at any adjournment thereof.
Please indicate with an “X” on the Resolutions below on how you wish your vote to be cast. If no specific direction as to voting is given,
the proxy will vote or abstain at his discretion.
NO. RESOLUTION
1. To receive and adopt the Statutory Financial Statements
To re-elect the following Directors under Articles 101 and 102:
2. Shahril Ridza Ridzuan
3. Dato’ Hj Kamarulzaman Hj Zainal
4. Tan Sri Mohamed Jawhar
To re-elect the following Director under Article 106:
5. Dato’ Gumuri Bin Hussain
6. To approve a final dividend of 6.7 sen ordinary share less 25% income tax
7. To approve the Directors’ fees of RM290,123.00 for the financial year ended
31 December 2008
8. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and
to authorize the Directors to fix their remuneration
AS SPECIAL BUSINESS:
ORDINARY RESOLUTION
9. Proposed Renewal of Share Buy-Back Authority
Dated this
day of
FOR
AGAINST
2009
Signature of Shareholder
Number of shares held
* Delete if not applicable
NOTES :
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies (or in the case of a corporation, to appoint a representative)
to attend and vote in his stead. A proxy need not be a member of the Company.
2. The Proxy Form must be signed by the appointor or his attorney duly authorized in writing. In the case of a corporation, it shall be executed under its Common Seal or signed
by its attorney duly authorised in writing or by an officer on behalf of the corporation.
3. The instrument appointing the proxy must be deposited at the Registrar, Symphony Share Registrars Sdn. Bhd., Level 26, Menara Multi Purpose, Capital Square, No. 8 Jalan
Munshi Abdullah, 50100 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
**Resolution 9
Please refer to the Statement to Shareholders dated 6 April 2009 for further information.
STAMP
MEDIA PRIMA BERHAD
C/O REGISTRAR
SYMPHONY SHARE REGISTRARS SDN BHD
LEVEL 26, MENARA MULTI PURPOSE
CAPITAL SQUARE
NO. 8 JALAN MUNSHI ABDULLAH
50100 KUALA LUMPUR
MALAYSIA
FinanceAsia
Malaysia’s Best
Mid-Cap Company
Best Investor Relations
(rank 7th)
Best Corporate Governance
(rank 8th)
2007-2008
TV3 was named as one of
Malaysia Most Valuable Brands
(MMVB) by the Association of
Accredited Advertising Agents
Malaysia (4As) and Interbrand.
Minority Shareholders
Watchdog Group
Survey 2008-7th (Joint)
contents
Statement Accompanying
Our Profile // 8
Corporate Information // 9
Corporate Structure // 12
Organisational Structure // 14
Board of Directors’ Profile // 18
Senior Management // 27
Statement on Corporate Governance // 40
Additional Compliance Information // 54
Statement on Internal Control // 56
Statement on Risk Management // 60
Audit Committee Report // 64
5-Year Financial Highlights // 70
Share Price Chart // 72
Viewership and Listenership Data // 73
Chairman’s Statement // 76
Corporate Responsibility // 84
Review of Operations // 110
Calendar of Significant Events // 150
Awards and Recognition // 159
Financial Statements // 165
Summary of Significant
Accounting Policies // 179
Proxy Form
Media Prima Berhad 532975 A
Sri Pentas, No. 3, Persiaran Bandar Utama
Selangor Darul Ehsan, Malaysia
www.mediaprima.com.my
annual report 2008

annual report 2008

Transcription

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