CMPLT 2004
CMPLT 2004
CMPLT 2004
(50841-W)
Creating Value
annual report
20
04
Commerce Asset-Holding Berhad (CAHB) is today a leading
With well integrated capabilities, the Group will continue to move forward
1. Income (RM’000)
(iii) Net profit for the financial year 752,227 782,300 565,444 357,546 535,745
Assets
(i) Total assets excluding contra+ 111,970,661 97,933,977 91,466,723 74,642,055 72,207,468
(ii) Total assets including contra*+ 120,546,815 105,658,371 98,591,949 81,913,336 79,098,983
(ii) Net profit for the financial year 0.28 0.31 0.22 0.15^ 0.22^
(ii) Return on average shareholders’ funds+ 9.02 10.38 8.70 6.25 10.10
* Including credit equivalent. ^ Adjusted for Based on the weighted average number
1:1 bonus issue. of 2,660,245,301 (2003: 2,560,177,518)
+ Adjusted for the effects ordinary share of RM1.00 each in
of prior year adjustments, issue during the financial year ended
where applicable. 31 December 2004.
Profit Before Provision RM million
1,872
2,224
Highlights 1,331
1,495
1,548
1,241
111,971
97,934
1,090
830
72,207 91,467
748 74,642
516
'00 '01 '02 '03 '04 '00 '01 '02 '03 '04
62,603
54,497
48,772 22.19 30.56
42,215 28.28
38,801 21.72
14.52
'00 '01 '02 '03 '04 '00 '01 '02 '03 '04
8,788
81,623
69,068 7,169
53,732 5,606 7,900
71,505
55,109 5,828
'00 '01 '02 '03 '04 '00 '01 '02 '03 '04
Commerce Asset-Holding Berhad (50841-W)
12th Floor, Commerce Square
Jalan Semantan, Damansara Heights
50490 Kuala Lumpur
Tel: (03) 2093 5333
Fax: (03) 2093 3335
www.commerz.com.my
Notice of Annual General Meeting 2 Corporate Social Responsibility 57
• The Group that Cares 58
Statement Accompanying
• CAHB Group 2004
Notice of Annual General Meeting 4
Calendar of Corporate Events 61
Achievements and Awards 9
Corporate Governance 71
Corporate Information 11 • Statement of Corporate Governance 72
• Corporate Profile 12 • Statement on Internal Control 76
• Group Corporate Structure 13 • Audit Committee Report 78
• Corporate Data 14 • Risk Management 80
• Board of Directors 15 • Additional Compliance Information 84
• Profile of the Directors 16 • Statement of Directors’ Responsibility 84
• Senior Management 18
• Profile of the Senior Management 19 Reports and Financial Statements 85
• Profile of Directors for Major Shareholders’ Statistics 213
Operating Units of the Group 20
Properties of the Group 215
Performance Review 25
The Commerce Group 222
• Group Financial Highlights 26
• Group Performance 27 Group Directory 225
• Financial Calendar 28 Directory of BCB Branches 228
• Share Performance 29
Directory of Bank Niaga Branches 236
• Chairman’s Message 30
• Key Business Review 37 Proxy Form
– BCB Group 38
– CIMB Berhad Group 42
– Bank Niaga 46
• Economic Outlook
• Investor Relations
• Balanced Scorecard 2004
50
53
54 contents
50 Economic Outlook
NOTICE IS HEREBY GIVEN that the Forty Eighth (48th) Annual General Meeting of Commerce Asset-Holding Berhad
will be held at Emerald Room, Mandarin Oriental Hotel, Kuala Lumpur City Centre, 50088, Kuala Lumpur on Monday,
18 April 2005 at 10.00 a.m. to transact the following business:-
AGENDA their absolute discretion deem fit provided that the aggregate
number of shares to be issued does not exceed 10 percent
1. To receive and adopt the Audited Financial Statements for
of the issued share capital of the Company for the time being,
the year ended 31 December 2004 and the Reports of the
subject always to the approval of all the relevant regulatory
Directors and Auditors thereon. Resolution 1
bodies being obtained for such allotment and issue.”
1. Directors who are standing for re-appointment and re-elections at the 48th Annual General Meeting of the Company.
The Directors retiring pursuant to the Section 129(6) of the Companies Act, 1965 and the Articles of Association and seeking
re-appointment/re-elections are:-
Tan Sri Dato’ Mohd Desa Pachi
Dato’ Anwar Aji
Dr Roslan A. Ghaffar
A Director was appointed during the year. In accordance with the Articles of Association, he is seeking re-election.
The details of the four Directors seeking re-appointment/re-elections are set out in the Directors’ profile which appear on pages
16 to 17 of the Annual Report.
The details of the four Directors’ securities holding in the Company and its subsidiaries (if any) are stated on pages 7 and 89.
2. Board meetings held during the financial year ended 31 December, 2004.
A total of fifteen (15) Board Meetings were held during the financial year ended 31 December, 2004 in which four (4) were
Ordinary Board meetings, nine (9) were Special Board meetings and two (2) were Joint Special Board meetings with the Board
of Bumiputra-Commerce Bank Berhad.
3. Details of attendance at Board Meetings held in the financial year ended 31 December, 2004.
(a) En Izlan Izhab attended six out of the seven Board Meetings held since his appointment on 26 July 2004.
(b) Mr Masayuki Kunishige attended five out of the seven Board Meetings prior to his resignation on 28 June 2004.
1. INTRODUCTION
1.1 Renewal Of Authority For Commerce Asset-Holding Berhad (“the Company” or “CAHB”) To Purchase Its Own Shares
At the Company’s Annual General Meeting (“AGM”) held on April 19, 2004, the Company had obtained approval from the
shareholders, for the Company to purchase its own shares as may be determined by the Board of Directors of the Company from
time to time through Bursa Malaysia Securities Berhad (“Bursa Securities”) upon such terms and conditions as the Board of
Directors may deem fit and expedient in the interest of the Company provided that the aggregate number of ordinary shares
purchased and/or held pursuant to this resolution does not exceed ten per centum (10%) of the total issued and paid-up share
capital of the Company at any point in time and an amount not exceeding the total retained profits of approximately RM641.4
million and/or share premium account of approximately RM1,787.7 million of the Company based on the audited financial
statements for the financial year ended 31 December 2003.
The authority obtained by the Board of Directors for purchasing the Company’s own shares in accordance with the Listing
Requirements of Bursa Securities governing share buy-back by listed companies will lapse at the conclusion of the coming forty-
eighth (48th) AGM.
It is the intention of the Company to renew the authority to purchase its own shares by way of an ordinary resolution.
2 . D E TA I L S O F T H E P R O P O S E D S H A R E S B UY B AC K
The Board of Directors proposes to seek shareholders’ approval for a renewal of the authority to purchase and/or hold in aggregate of
up to ten per centum (10%) of the issued and paid-up share capital of the Company at any point of time through Bursa Securities.
Based on the issued and paid up share capital of the Company as at 28 February 2005 of RM2,704,541,260 comprising 2,704,541,260
ordinary shares of RM1.00 each in the Company (“CAHB Shares”), a total of 270,454,126 CAHB Shares may be purchased by the
Company pursuant to the Proposed Shares Buy Back. The maximum number of shares that can be bought back under this renewal will
take into account the number of shares previously brought back and retained as treasury shares.
Such authority, if so approved, would be effective immediately upon passing of this ordinary resolution until:
i. the conclusion of the next AGM of CAHB in 2006 at which time such authority shall lapse unless by ordinary resolution passed at
that meeting, the authority is renewed either unconditionally or subject to conditions;
ii. the expiration of the period within which the next AGM after that date is required by law to be held; or
iii. revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting;
whichever is the earlier but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and,
in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and/or any other relevant authorities.
The Board of Directors proposed to allocate an amount of up to retained profits and/or share premium account of the Company for the
purchase of own shares subject to the compliance with section 67A of the Act (as may be amended, modified or re-enacted from time
to time) and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities at the time of
the purchase (“Prevailing Laws”). The actual number of CAHB Shares to be purchased will depend on the market conditions and
sentiments of Bursa Securities as well as the retained profits and the share premium account and financial resources available to the
Company. The audited retained profits of the Company as at 31 December 2004 was RM735.1 million whilst the audited share
premium account of the Company as at 31 December 2004 was approximately RM1,881.1 million.
CAHB may only purchase its own shares at a price which is not more than fifteen per centum (15%) above the weighted average
market price for the past five (5) market days immediately preceding the date of the purchase(s). The Company may only resell the
purchased shares held as treasury shares at a price which is not less than the weighted average market price of CAHB Shares for the
five (5) market days immediately preceding the date of re-sale or not less than 5% below the weighted average market price of CAHB
Shares for the five (5) market day immediately prior to the re-sale provided that the re-sale takes place no earlier than 30 days from the
date of purchase and the re-sale price is not less than the cost of purchase of the CAHB Shares being re-sold. The Company shall, upon
each purchase or re-sale of shares, make the necessary announcements to the Bursa Securities. As at 28 February 2005, all the shares
bought back which have been treated as treasury shares have been cancelled.
The Proposed Shares Buy-Back will allow the Board to exercise the power of the Company to purchase its own shares at any time
within the abovementioned time period using internal funds of the Company and/or external borrowings. The amount of internally
generated funds and/or external borrowings to be utilised will only be determined later depending on the available internally generated
funds, actual number of CAHB Shares to be purchased, the anticipated future cashflows of the Group and other cost factors.
Purchased CAHB Shares held as treasury shares may be distributed as share dividends, re-sold on Bursa Securities in accordance with
the relevant rule of Bursa Securities, cancelled or continue to be retained as treasury shares. The decision whether to retain the
purchased shares as treasury shares, to cancel the shares purchased, distribute the treasury shares as share dividends and/or resell the
treasury shares on Bursa Securities will be made by the Board at the appropriate time.
The distribution of treasury shares as share dividends may be applied as a reduction of the retained profits or the share premium
account of the Company. The treatment of the purchased shares held as treasury shares either distributed as share dividends or resold
by the Company on Bursa Securities or both will in turn, depend on the availability of, among others, retained profits, share premium
account and tax credits (in relation to Section 108 of the Income tax Act 1967) of the Company.
While the purchased shares are held as treasury shares, the rights attached to them as to voting, dividends and participation in any
other distributions or otherwise are suspended and the treasury shares shall not be taken into account in calculating the number of
percentage of shares or of a class of shares in the Company for any purposes including, without limiting the generality of the provision
of Section 67A of the Act, the provisions of any law or requirements of the Articles of Associations of the Company or the Listing
Requirements governing substantial shareholding, takeovers, notices, the requisitioning of meetings, quorum for a meeting and the
result of a vote on a resolution at a meeting.
The Proposed Shares Buy-Back will be carried out in accordance with the Prevailing Laws at the time of the purchase including
compliance with the public shareholding spread as required by the Listing Requirements.
The public shareholding spread of the Company before and after the Proposed Shares Buy-Back are as follows:
Before the Proposed After the Proposed
Shares Buy-Back Shares Buy-Back
Public shareholding spread 53.5%*1 48.3%*2
Notes:
*1 As at 28 February 2005
*2 Based on the assumptions that:
(i) the Proposed Shares Buy-Back involves the aggregate purchase of 270,454,126 CAHB Shares (being an amount of 10% of the issued and paid up
share capital of the Company as at 28 February 2005) which are to be retained as treasury shares; and
(ii) the number of CAHB Shares held by Directors of the CAHB Group, the substantial shareholders of CAHB and persons connected to them
remain unchanged.
3 . R AT I O N A L E FO R T H E P R O P O S E D S H A R E S B UY - B A C K
The Proposed Shares Buy-Back will enable the CAHB Group to utilise any of its surplus financial resources to purchase CAHB Shares.
The increase in earnings per share (“EPS”), if any, arising from the Proposed Shares Buy-Back is expected to benefit the shareholders
of the Company.
The purchased shares can be held as treasury shares and re-sold on Bursa Securities with the intention of realising potential gain
without affecting the total issued and paid-up share capital of the Company. The distribution of the treasury shares as share dividends
also serves to reward the shareholders of the Company.
4 . E VA L UAT I O N O F T H E P R O P O S E D S H A R E S B UY - B AC K
4.1 Advantages
The potential advantages of the Proposed Shares Buy-Back are as follow:
(i) Allows the Company to take preventive measures against excessive speculation, in particular when the Company’ s shares are
undervalued:
(ii) Allows the Company more flexibility in fine-tuning its capital structure;
(iii) The resultant reduction of share capital base is expected to improve the EPS and may strengthen the net tangible assets
(“NTA”) of the remaining shares as well as the probability of declaring a higher quantum of dividend in future;
(iv) To stabilise a downward trend of the market price of the Company’s shares;
(v) Treasury shares can be treated as long-term investments. It makes business sense to invest in our own Company as the Board
of Directors is confident of CAHB’s future prospects and performance in the long term;
(vi) If the treasury shares are distributed as dividend by the Company, it may then serve to reward the shareholders of the Company.
4.2 Disadvantages
The potential disadvantages of the Proposed Shares Buy-Back are as follows:
(i) The purchase can only be made out of distributable reserves resulting in a reduction of the amount available for distribution as
dividends and bonus issues to shareholders; and
(ii) The purchases of existing shares involve cash outflow from the Company which may otherwise be retained in the business to
generate greater profits.
Nevertheless, the Board of Directors will be mindful of the interest of CAHB and its shareholders in undertaking the Proposed
Shares Buy-Back.
5. E F F EC T S O F P R O P O S E D S H A R E S B UY - B AC K
Assuming that the Company purchases up to 270,454,126 CAHB Shares representing approximately ten per centum (10%) of its
issued and paid-up share capital as at 28 February 2005 and such shares purchased are cancelled or alternatively be retained as
treasury shares or both, the effects of the Proposed Shares Buy-Back on the share capital, NTA, working capital, earnings and
substantial shareholders’ and Directors’ shareholdings as well as the implication relating to the Code are as set out below:
6. SHARE PRICES
The monthly highest and lowest prices of CAHB Shares traded on Bursa Securities for the last twelve (12) months from March 2004 to
February 2005 are as follow:
High (RM) Low (RM)
2004
March 5.65 5.20
April 5.20 4.86
May 5.10 4.46
June 4.90 4.60
July 5.25 4.66
August 4.68 4.18
September 4.80 4.48
October 4.60 4.44
November 4.90 4.46
December 4.90 4.68
2005
January 5.05 4.70
February 4.86 4.66
7. P U R C H A S E S A N D R E - S A L E S M A D E I N T H E P R E V I O U S T W E LV E ( 1 2 ) MO N T H S
There were no share buyback transactions and resale of treasury shares during the previous twelve (12) months. The Company has
cancelled 35,853,000 treasury shares against the share capital on 27 February 2004. The adjusted number of issued and fully paid
shares with voting rights as at 31 December 2004 was 2,691,740,260 shares.
8 . D I R EC TO R S A N D S U B STA N T I A L S H A R E H O L D E R S ’ I N T E R E STS
None of the Directors and substantial shareholders of the Company have any interest, direct or indirect in the Proposed Shares Buy-
Back and, if any, the resale of treasury shares. None of the persons connected to the Directors and substantial shareholders of the
Company have any interest, direct or indirect in the Proposed Shares Buy-Back and if any, the resale of treasury shares.
9 . D I R EC TO R S ’ R EC OM M E N D AT I O N
After careful consideration, your Board of Directors are of the opinion that the Proposed Shares Buy-Back is in the interest of the
Company. Accordingly, they recommend that you vote in favour of the ordinary resolution for the Proposed Share Buy-Back to be tabled
at the forthcoming AGM.
1 0 . M A L AYS I A N C O D E O F TA K E - O V E R S A N D M E R G E R S 1 9 9 8 ( “ C O D E ” )
The Proposed Share Buy-Back if carried out in full (whether shares are cancelled or treated as treasury shares) may result in a
substantial shareholder and/or parties acting in concert with it incurring a mandatory general offer obligation. In this respect, the Board
is mindful of the provision under Practice Note 2.7 and 2.9 of the Code.
1 1 . S TAT E M E N T BY B U R S A S EC U R I T I E S
Bursa Securities takes no responsibility for the contents of this Statement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising from or reliance upon the whole or any part of the
contents of this Statement.
Best Asian Bond, Best Bookrunner of One of the most admired companies in
Malaysian Ringgit Bonds, Best Malaysian Indonesia by Warta Ekonomi
Ringgit Bond, Best Asian Domestic Currency Indonesia’s Top Ten Value Creator Award
Bond by Euroweek by SWA, University of Indonesia and
Best Local Currency Bond and Best Investment Markplus & Co
Grade Bond by Asiamoney Good Corporate Governance Perception Index
Best Local Currency Bond by The Asset Award 2004 – The Indonesian Institute of
Corporate Governance
Best Malaysia Equity Deal by IFR Asia
Best Annual Report 2003
Multiple awards from The Edge Annual Awards
C OM M E R C E A S S E T F U N D M A N A G E R S S D N B H D
Best Investment Bank, Malaysia and
Best Equity House, Malaysia by The Asset Best Three Years Realised Return Equity
Manager by Employees Provident Fund
Multiple awards by Asiamoney including
Best Overall Country Research and Best Overall Fixed Income Manager 2004
Best Local Brokerage by Employees Provident Fund
Corporate Information
Corporate Profile 12
Corporate Data 14
Board of Directors 15
Senior Management 18
Major Shareholders
as at 28 February 2005
10%
Public
13%
B OA R D O F D I R EC TO R S C H I E F O P E R AT I N G O F F I C E R R EG I S T R A R
Tan Sri Dato’ Mohd Desa Pachi En Mohd Shukri Hussin Tenaga Koperat Sdn Bhd
Chairman Tingkat 20, Plaza Permata
Jalan Kampar
C OM PA N Y S EC R E TA R Y
Dr. Rozali Mohamed Ali Off Jalan Tun Razak
Executive Director/ En Jamil Hajar Abdul Muttalib 50400 Kuala Lumpur
Group Chief Executive Officer (LS. 000656)
Tel: 03-4041 6522
(Effective 1 September 2004)
Fax: 03-4042 6352
G R O U P C O R P O R AT E A D V I S O R
Dato’ Anwar Aji
Dato’ Halim Muhamat S TO C K E XC H A N G E L I S T I N G
En Mohd Salleh Mahmud
Bursa Malaysia Securities Berhad
A U D I TO R S (Commerce Asset-Holding Berhad
Tan Sri Datuk Asmat Kamaludin
was listed on Main Board on
PricewaterhouseCoopers
3 November 1987)
Dr. Roslan A. Ghaffar 11th Floor, Wisma Sime Darby
Jalan Raja Laut
En Izlan Izhab 50350 Kuala Lumpur R EG I S T E R E D O F F I C E
(Appointed on 26 July 2004) Tel: 03-2693 1077
12th Floor, Commerce Square
Fax: 03-2693 0997
Jalan Semantan
Masayuki Kunishige Damansara Heights
(Resigned on 28 June 2004) 50490 Kuala Lumpur
Tel: 03-2093 5333
Fax: 03-2093 3335
www.commerz.com.my
Tan Sri Dato’ Mohd Desa Pachi Malaysia from 1990-1995; from 1970-1990 he held various
engineering positions with the National Electricity Board, Malaysia.
Aged 70, Tan Sri Dato’ Mohd Desa was appointed to the Board
of CAHB on 3 September, 1982. He is also the Chairman of the Dr Rozali is currently the Chairman of the Association of Banks
Nomination and Remuneration Committee. Tan Sri Dato’ Mohd in Malaysia. He is a member of the MIDA Council and the
Desa has been identified as the Senior Independent Non- Malaysian Energy Commission. He also serves on the Asia-
Executive Director to whom concerns can be conveyed. Tan Sri Pacific Advisory Council of INSEAD, and on the Board of the
Dato’ Mohd Desa attended all of the 15 Board Meetings held International Centre for Leadership in Finance (ICLIF).
during the year ended 31 December, 2004.
Dr Rozali is a member of the Group Risk Management Committee
He is a Chartered Accountant by profession and is a Fellow of and Building Committee and Chairman of the ESOS Committee.
the Institute of Chartered Accountants in Australia. He studied
Dr Rozali is a Non-Independent Executive Director of the Company.
accountancy in Melbourne, Australia under a Colombo Plan
Scholarship. He joined Shell Group of companies in 1962 and
served in various capacities in Finance/Administration. From
Dato’ Anwar Aji
1970 to 1976, he was in public practice as a Chartered
Accountant and was a partner of Desa Megat & Co and KPMG Aged 54, Dato’ Anwar was appointed as a Non-Independent
Peat Marwick. Subsequently, he was appointed as the first Non-Executive Director of the Company on 1 June, 1999. He
CEO of Permodalan Nasional Berhad (PNB) and later served as graduated from University Malaya with Honours in Economics
Chairman/CEO of Malaysia Mining Corporation Bhd, Executive in 1973 and obtained his Masters in International Studies from
Chairman of Fleet Group Sdn Bhd, Chairman/MD of The New Ohio University, USA in 1982. He started his career with the
Straits Times (Malaysia) Berhad and Chairman of Sistem Televisyen Government and has held various posts in the Ministry of Trade
Malaysia Berhad (TV3). and Industry, the Prime Minister’s Department and the Ministry
of Finance. He joined Khazanah Nasional Bhd in 1994 and left
He sits on the Board of several private companies and the
the company in May, 2004.
following public companies:-
Dato’Anwar is currently the Chairman of Faber Group Bhd and
YA Horng Electronic (M) Berhad, Petaling Garden Berhad,
Inter Heritage (M) Sdn Bhd. He also sits on the Board of the
Leader Steel Holdings Berhad (Chairman), Saujana Consolidated
following companies; STLR Sdn Bhd, Sistem Transit Aliran
Berhad, Xian Leng Holdings Berhad (Chairman), Amanah Saham
Ringan Sdn Bhd, Syarikat Danasaham Sdn Bhd and Bakun
Nasional Berhad and Tracoma Holdings Berhad (Chairman).
Hydro-Electric Corporation Sdn Bhd.
Aged 53, En Mohd Salleh was appointed as a Non-Independent En Izlan holds a Bachelor of Laws from University of London
Non-Executive Director of the Company on 27 February, 2001. and attended the Advanced Management Program of the
He graduated from University of Malaya with Honours in University of Hawaii. He began his career as an Assistant Legal
Accounting in 1976 and obtained his Masters in Business Officer at Majlis Amanah Rakyat. He was Company Secretary
Administration in 1991. He started his career in 1976 in the of Kompleks Kewangan Malaysia Berhad from 1975 to 1978
Foreign Investment Committee, Economic Planning Unit, Prime and of Permodalan Nasional Berhad from 1978 to 1984.
Minister’s Department and was made the Chief Accountant of
From 1985 to 2000, En Izlan was attached with the Kuala
Pension Division, Public Services Department in 1991. He has
Lumpur Stock Exchange holding the post of Executive Vice
held his current post as Deputy Accountant General in the
President, Corporate and Legal Affairs. He sits on the Board
Accountant General’s Department, Ministry of Finance since
of Directors of the following public companies: Grand United
1996. Currently, En Mohd Salleh sits on the Board of Syarikat
Holdings Berhad, Apex Equity Holdings Berhad, Nexnews Berhad,
Ladang Rakyat Trengganu Sdn Bhd. En Mohd Salleh is a
OSK-UOB Unit Trust Management Berhad and Ramunia
member of the Audit Committee, Group Risk Management
Holdings Berhad. He is a member of Bursa Malaysia Securities
Committee and Chairman of the Building Committee.
Berhad’s Appeals Committee.
En Mohd Salleh attended all of the 15 Board Meetings held
during the year ended 31 December, 2004. Note to Profile of Directors:-
Non-Executive Director of the Company on 3 November, 2003. • Any conflict of interest with CAHB
Dr Roslan is currently the Deputy Chief Executive Officer • Any conviction for offences with the past 10 years other than
traffic offences
(Investments) of the Employees Provident Fund (EPF) a post he
has held since July, 2002.
En Mohd Shukri, aged 50, has been the Chief Operating Officer of CAHB
since February, 2003. He holds a Bachelor of Economics (Hons) Degree from
the University of Malaya and qualified as a Chartered Accountant with the
Institute of Chartered Accountants in England and Wales (ICAEW).
Aged 73, Tan Sri G. K. Rama Iyer has been an Independent He is presently a Director on the Board of Commerce Tijari
Non-Executive Director of the Bank since June 1987. Tan Sri Bank Berhad, the newly established Islamic Banking arm of
Rama holds a Masters degree in Public Administration from BCB. He also sits on the Board of Commerce Technology
Harvard University, USA and a B.A. Hons. (Econs) degree from Ventures Sdn Bhd, a subsidiary company of Commerce Asset-
University of Malaya (Singapore). He has also completed the Holding Berhad. In addition, he serves as a Director on the
Advanced Management Programme course at Harvard Business Boards of ERF Sdn Bhd and Universiti Kebangsaan Malaysia.
School. He is also a Council Member of Hospital UKM, Malaysia.
During his 30 years career in the civil service, he had been the
Secretary-General of the Ministry of General Planning and
Dato’ Halim Muhamat
Social Economic Research, the Ministry of Works and Utilities
and the Ministry of Primary Industries. Aged 57, Dato’ Halim was appointed as an Executive Director
of the Bank in November 1999. Since February 2004, he sits
Tan Sri Rama is also a Director of Bumiputra-Commerce Bank (L)
on the Board as a Non-Independent Non-Executive Director.
Limited, YTR Harta Sdn Bhd and Maritime Institute of Malaysia.
He was the Executive Director/Chief Operating Officer of the Bank
prior to his present appointment as Group Corporate Advisor at
Commerce Asset-Holding Berhad (CAHB) in February 2004.
Tan Sri Dato’ Ernest Zulliger
Dato’ Halim joined the International Banking Division of the
Aged 72, Tan Sri Dato’ Ernest Zulliger has been an Independent
former Bank Bumiputra Malaysia (BBMB) in November 1967.
Non-Executive Director of the Bank since September 1993. He
Since 1967, he has held various positions at the branches of
has wide experience heading a reputable multinational consumer
BBMB, including senior positions in the Los Angeles Agency of
products group of companies. He has spent thirty-seven years
BBMB, Systems Division, Branch Operations, Branch Performance,
with Nestle in Mexico, Ecuador and Chile and as Managing
Consumer, Commercial and other Divisions in Head Office. In July
Director in Malaysia for a total of ten years. He studied Commerce
1998, he was appointed as Chief Operating Officer of BBMB.
and Business Administration in Switzerland and attended
International Management School (IMD) in Lausanne, Switzerland.
Dato’ Dr. Zawawi gained both his degree and doctorate in Dato’ Robert Lim is a Director of Gopeng Berhad and other
Electronic Engineering from the University of Leeds, England. public and private companies.
In 1996 he was awarded the honorary degree of Doctor of
Engineering by University of Leeds. A professional engineer
and consultant, he is a Member of the Institute of Engineers Datuk Dr. Syed Muhamad bin Syed Abdul Kadir
Malaysia, an honorary Fellow of the Institute of Physics
Aged 58, Datuk Dr. Syed Muhamad was appointed as an
Malaysia and a foundation Fellow of the Academy of Sciences
Independent Non-Executive Director of the Bank on 8 April
Malaysia. Dato’ Dr. Zawawi is also a member of both the
2004. Datuk Dr. Syed graduated with a Bachelor of Arts (Hons)
National Information Technology Council (NTIC) and National
from the University of Malaya in 1971. He obtained a Masters
Aerospace Council (NAC).
of Business Administration from the University of Massachussets,
He was the founding Vice-Chancellor of University Malaysia USA in 1997 and proceeded to obtain a Ph.D (Business
Sarawak (Unimas), a position he held until December 2000. Management) from Virginia Polytechnic Institute and State
Other previous appointments include Deputy Director-General University, USA in 1986.
of Mimos and Deputy Vice-Chancellor of Universiti Kebangsaan
He started his career in 1973 as Senior Project Officer, School
Malaysia.
of Financial Management at the National Institute of Public
He is currently Chairman of EPIC-I Sdn Bhd and a Director of Administration (INTAN) and held various positions before his
Bumiputra-Commerce Finance Berhad, subsidiary of the Bank final appointment as Deputy Director (Academic). In November
and a Director of Commerce Asset Ventures Sdn Bhd, a 1988 he joined the Ministry of Education as Secretary of Higher
subsidiary of CAHB. In addition, Dato’ Dr. Zawawi sits on the Education and thereafter assumed the post of Deputy Secretary
Boards of a number of public and private companies including (Foreign and Domestic Borrowing, Debt Management) Finance
Mesiniaga Berhad. Division Federal Treasury. From 1993 to 1997, he joined the
Board of Directors of Asian Development Bank, Manila, Philippines
first as Alternate Executive Director and later as Executive
Dato’ Robert Lim Git Hooi Director. Datuk Dr. Syed then joined the Ministry of Finance as
Secretary, Tax Analysis Division and later became Deputy
Aged 66, Dato’ Robert Lim joined the Board as an Independent
Secretary General (Operations). Prior to his retirement, Datuk
Non-Executive Director on 15 January, 2002.
Dr. Syed was Secretary General, Ministry of Human Resource.
Dato’ Robert Lim, is a Chartered Accountant. He was a practicing
During his career, he wrote and presented many papers relating
accountant until he retired from the profession in December 1996.
to Human Resources Development. His special achievement
Dato’ Robert Lim started his career in the accounting profession was that his dissertation “A Study on Board of Directors and
as an articled clerk with DCA Robertson & Co., Perth in July Organisational Effectiveness” was published by Garland Publisher,
1960. He later joined Bell, Frost & Aitken, Perth and qualified as Inc. of New York in 1991.
a Chartered Accountant before returning to Malaysia in 1966 to
Datuk Dr. Syed is a Director of Bumiputra-Commerce Bank (L)
join Turquand Young & Company, Kuala Lumpur/Ipoh as an audit
Limited and Bumiputra-Commerce Finance Berhad, subsidiaries
assistant. He worked his way up to the senior auditor level and
of the Bank. He also sits on the Boards of a number of public
left the Company at the end of 1970. In 1971 he set up his own
and private companies.
B O A R D O F C OM M I S S I O N E R S O F P T B A N K N I A G A T B K
Dr. Rozali Mohamed Ali Bpk Sigid Moerkardjono
President Commissioner since 25 November 2002
• Commissioner of PT Bank Niaga Tbk, since 2000 - present
(As per Commerce Asset-Holding Berhad’s Profile of Directors)
• Compliance Director of PT Bank Niaga Tbk, 1999 - 2000
Ibu Gunarni Soeworo • Comptroller PT Bank Niaga Tbk, February 1999 - March 1999
• Vice President Commissioner of PT Bank Niaga Tbk, since • Eastern Region Head, PT Bank Niaga Tbk, 1994 - 1999
2000 - present
• Credit Policy & Administration Group Head and Special
• Member of the Supervisory Team of PT Bank Niaga Tbk, Asset Management Group Head, PT Bank Niaga Tbk, Jakarta,
1999 - 2000 1993 - 1994
• Vice President Commissioner of PT Bank Niaga Tbk, March • Sumatera Region Head, PT Bank Niaga Tbk, Medan, 1990 - 1993
1999 - May 1999
• Branch Manager of PT Bank Niaga Tbk, Semarang, 1989 - 1990
• President Director of PT Bank Niaga Tbk, 1994 - 1999
• Credit Compliance & Support Jakarta Area, PT Bank Niaga Tbk,
• Marketing Director of PT Bank Niaga Tbk, 1988 - 1994 January 1989 - May 1989
• Marketing & Credit Group Head of PT Bank Niaga Tbk, 1987 - • Vice Comptroller of PT Bank Niaga Tbk, 1985 - 1988
1988
• Credit Inspector Head of PT Bank Niaga Tbk, 1983 - 1985
• Citibank NA, Jakarta and New York, 1970 - 1987
• Credit Administration Division Head of PT Bank Niaga Tbk,
• P.T. Unilever, Jakarta, 1968 - 1970 Jakarta, 1981 - 1983
Dato’ Hamzah Bakar • Operation & Service Department Head and Credit Department
Head, PT Bank Niaga Tbk, Yogyakarta, 1979 - 1981
Commissioner since 25 November 2002
(As per CIMB Berhad’s Profile of Directors)
Bpk Ananda Barata
Dato’ Halim Muhamat • Commissioner of PT Bank Niaga Tbk, since 2003 - present
Commissioner since 25 November 2002 • Director of PT Perusahaan Pengelola Aset, 2004 - present
(As per Bumiputra-Commerce Bank Berhad’s Profile of Directors)
• Division Head, Bank Restructuring Unit, Indonesian Bank
Restructuring Agency, 2000 - 2004
Dr Roslan A. Ghaffar • PT Bank Nusa Nasional, 1998 - 2000
Commissioner since 23 August 2004
• PT Bank Nusa International, 1997 - 1998
(As per Commerce Asset-Holding Berhad’s Profile of Directors)
• The Chase Manhattan Bank, Jakarta, 1984 - 1996
Performance Review
Group Financial Highlights 26
Group Performance 27
Financial Calendar 28
Share Performance 29
Chairman’s Message 30
Economic Outlook 50
Investor Relations 53
commerce
commerce asset-holding
asset-holding berhad
berhad (50841-W)
(50841-W) 25
25
Group Financial Highlights
Changes
2004 2003 2004 2003
Income statement and balance sheet RM’000 RM’000 % %
Ratios % % % %
Other information
Earnings per share (Sen)
– Basic 28.28 30.56 (7.46) 37.72
– Fully diluted 27.01 30.01 (10.00) 35.30
Net tangible assets per share (RM) 3.13 2.92 7.19 9.77
Gross dividend per share (Sen) 15.00 10.00 50.00 100.00
Number of shares in issue (‘000) 2,691,740 2,628,960 2.39 1.65
Weighted average number of shares in issue (‘000) 2,660,245 2,560,177 3.91 0.45
Share price at year-end (RM) 4.70 4.10 14.63 26.54
Number of employees 16,240 14,157 13.57 1.94
Loans by Sector
3.6% 2.5%
18.1% Housing Consumption credit
10.6%
Manufacturing Finance, insurance &
business services
3.6%
Others, mining and quarring Real estate
71.0% 76.9%
28.1%
Commercial banking Merchant banking Finance Offshore banking Investment holding and others
Friday, 27 February 2004 Announcement of audited consolidated results for the fourth quarter and financial year
ended 31 December 2003 concurrently held with a press/analyst briefing.
Thursday, 26 March 2004 Issue of Notice of 47th Annual General Meeting, Notice of Books Closure and Annual
Report for the financial year ended 31 December 2003.
Monday, 26 April 2004 Date of entitlement to the first and final dividend of 5.0 sen less income tax and special
dividend of 5.0 sen less income tax for the financial year ended 31 December 2003.
Wednesday, 12 May 2004 Date of payment of the first and final dividend of 5.0 sen less income tax and special
dividend of 5.0 sen less income tax for the financial year ended 31 December 2003.
Monday, 17 May 2004 Announcement of the unaudited consolidated results for the first quarter ended 31
March 2004.
Friday, 27 August 2004 Announcement of the unaudited consolidated results for the second quarter and half
year ended 30 June 2004.
Friday, 19 November 2004 Announcement of the unaudited consolidated results for the third quarter ended 30
September 2004.
0
Jan Feb Mar Apr May June Jul Aug Sept Oct Nov Dec
The Kuala Lumpur Composite Index (KLCI) which ended 2003 at 793.94 points improved to close at 907.43 points as at end of
2004. This is the second consecutive year that KLCI has ended in positive territory. The KLCI peaked at 909 points on 22 March,
2004 and bottomed out on 17 May, 2004 at 781 points. The interruption to this ascent in March was mainly driven by external
factors such as concerns of US interest rate hike, China hard landing and higher oil prices.
During the year, there were two good periods of equity market performance. One was in the first quarter of the year, when the
global outlook was still positive and foreign investors were warming up very quickly to the changes implemented by the new
administration. The second period of good performance began in early November driven by the falling greenback and the
speculation of a ringgit re-peg.
Through efforts such as the Government Linked Companies (GLC) restructuring, the investor perception of listed Corporate
Malaysia has significantly improved. Significant inflow of portfolio money has occurred beginning third quarter 2003 and up to third
quarter 2004. For this five quarter period, the total net portfolio inflow was RM29.2 billion. It can be surmised that foreign funds are
no longer underweight in Malaysia.
For CAHB, total market capitalisation stood at RM12.7 billion at the end of 2004 compared to RM10.6 billion as at the end of 2003.
Foreign ownership increased from 20.67% at the end of 2003 to 31.11% at the end of 2004.
T H E O P E R AT I N G E N V I R O N M E N T T H E C OM M E R C E G R O U P
During the first half of 2004, the Malaysian economy The Commerce Group reported an 18.8 percent increase in
accelerated its growth momentum. This was attributable to operating profits before provisions to RM2.224 billion for the
improvements in domestic consumer and business sentiments financial year ended 31 December 2004. Total revenue
as well as growth in exports. The key factors supporting increased by 16.7 percent from RM3.579 billion to RM4.177
exports growth were improved global economic conditions billion. Net interest income grew by 6.2 percent from RM2.547
which saw upsurge in electronics demand and higher billion to RM2.704 billion with stronger loan growth at BCB
commodity prices. There was an easing of the growth Group and Bank Niaga Group. Non interest income rose by 42.8
momentum in the second half of 2004. Global growth percent to RM1.474 billion from RM1.032 billion attributable to
prospects had turned weaker in light of global interest rates improvement in fee and commission income, higher revenue
trending upwards as well as the continued uncertainty in oil from financial advisory, debt and equity business and the
prices. On the regional front, there were concerns on the inclusion of post acquisition results of Commerce Assurance
potential impact from China’s proposed softening of its Berhad (formerly known as AMI Insurans Berhad).
overheating economy.
The Commerce Group reported a decline of 12.1 percent for
For 2004 as a whole, the Malaysian economy expanded by 7.1 profit before taxation to RM1.090 billion for the financial year
percent. Growth was led by private sector activity. Private ended 31 December 2004 from the RM1.241 billion recorded in
investment activity during the fourth quarter was robust on 2003. The decline is attributable to higher loan loss provisions
account of expenditure on replacement of plant and machinery arising from the decision of the Board of Directors to address
in the manufacturing sector and investment for oil exploration any concerns on the asset quality issue at our commercial
activities. banking subsidiary, Bumiputra-Commerce Bank Berhad in the
fourth quarter of the year. This includes the adoption of a three
The banking sector continued to exhibit increased resilience in month classification compared to a six month classification in
the fourth quarter, with a high level of capitalisation, improvement the recognition of non performing loan from the fourth quarter
in profitability and the lowest level of non-performing loans of 2004, accelerating provisions on certain specific accounts
since the Asian financial crisis. The risk-weighted capital ratio and adopting a prudent approach towards non performing loans
(RWCR) and core capital ratio (CCR) of the banking system aged between five and seven years and those aged above
remained high at 13.8 percent and 10.8 percent. The net NPLs seven years. There was a conscious decision to address the
based on the 6-month classification continued trending asset quality issue in the fourth quarter of the year. The other
downwards to account for 5.9 percent of total net loans, the main subsidiaries namely CIMB Berhad and PT Bank Niaga
lowest level since the Asian crisis (3Q2004: 6.1 percent). Based Group registered record profits for the year under review.
on a 3-month classification, the net NPLs showed significant
improvements to 7.6 percent of total net loans (3Q2004: 8.1 Net profit for the financial year declined by 3.8 percent from
percent). The improvement was largely attributed to higher RM782.3 million to RM752.2 million which resulted in a drop in
recoveries, reclassifications and write-offs. earnings per share of 28.28 sen compared to 30.56 sen. Return
on average equity declined to 9.02 percent from 10.38 percent.
message
commerce asset-holding berhad (50841-W) 31
CHAIRMAN’S MESSAGE
The cost to income ratio improved slightly to 46.76 percent rationale for this major project is to enhance delivery system
from 47.68 percent mainly due to higher revenue. Based on a and customer service in line with the transformation of the
three months classification, the net non-performing loan ratio Bank into a customer centric organisation.
was 6.85 percent at the end of 2004. Loans and advances grew
by 14.9 percent at Group level to RM62.6 billion while Group Efforts were also directed towards strengthening the risk
deposits grew by 17.3 percent for the full year to RM74.1 management system. The focus was mainly on the continued
billion. The Group’s liquidity position was strong with a loans progress towards conforming with Basel II requirements.
to deposits ratio of 84.5 percent. The Commerce Group’s I mentioned in last year’s Report that the Bank had embarked
shareholders funds strengthened to RM8.8 billion (FY 03: RM7.9 on a project to develop an integrated Decision Support System.
billion) while Group net tangible assets per share improved to The enhancement to the decision support infrastructure which
RM3.13 from RM2.92 as at 31 December 2003. would encompass financial management, performance
management, risk management and customer relationship
At the holding company level, Commerce Asset-Holding Berhad management continued in the year under review. This will be
registered slightly lower profit before tax amounting to useful in providing BCB with an integrated insight into its
RM300.4 million compared to RM379.3 million recorded for the customer profiles and enhanced decision making capabilities.
year ended 31 December 2003. Included in the 2003 results
were one off gains arising from the Restricted Offer For Sale Proton Commerce, a joint venture between Bumiputra-Commerce
exercise of CIMB Berhad. Finance Berhad and Proton Edar Sdn Bhd commenced
operations in the year under review. It is still early days for the
business but it is certainly beginning to establish a presence in
T H E B U M I P U T R A - C OM M E R C E B A N K B E R H A D ( B C B )
the auto financing market leveraging on the resources and
GROUP
expertise of its partners.
In 2004, Bumiputra-Commerce Bank embarked on various
strategic initiatives to position the Bank for growth. The faster In terms of new business opportunities going forward, in the
growing business segments namely consumer and Small and second quarter of 2004, BCB received approval in principle by
Medium Enterprises (SME) was a clear area of focus. During Bank Negara Malaysia to operate Islamic banking through a
the year under review, BCB formalised an alliance with the subsidiary. The expectation is for the Islamic banking subsidiary
Small and Medium Industries Development Corporation to commence operations in the second quarter of 2005. The
(SMIDEC) to facilitate the extension of various financing new Islamic bank to be known as Commerce Tijari Bank Berhad
facilities to Small and Medium Enterprises. In addition to will leverage on BCB’s existing IT infrastructure and network
traditional banking products, BCB also focused on generating resources and provide a new platform for earnings growth.
sales from financial planning products, developing new avenues
for fee-based income and improving the cross selling of For the financial year ended 31 December 2004, the Bumiputra-
products of the Commerce Group. Throughout the year, there Commerce Bank Group registered a 46.0 percent decline in
was a continuous emphasis on cost management. Risk Profit Before Tax (PBT) amounting to RM345.8 million compared
management continued to be strengthened in line with BCB’s to the RM640.0 million registered in the previous year. At the
road map to implement Basel II recommendations. Bank level, BCB recorded a 53.9 percent decline in PBT to
RM225.0 million (FY 03: RM488.2 million). The BCB Group
A major initiative that started in 2004 was the nationwide roll contributed 31.7 percent to group profits. The decline in PBT
out of the Branch Transformation Project. This project to be was attributable to the decision to address the asset quality
undertaken over three years in various stages encompasses an position in the fourth quarter of the year. This move should
extensive branch reconfiguration programme. Different branch assist in providing a clearer line of sight for loan loss provisions
formats will be tailored to various customer needs. Among the going forward.
During the year CIMB embarked on a series of strategic THE PT BANK NIAGA GROUP
initiatives to maintain and enhance its competitive edge. In the
Bank Niaga Group reported another record year with PBT
area of product diversification, there was renewed focus on
equivalent to RM307.6 million for the year ended 31 December
structured investment products and other products such as
2004. This was an increase of 55.2 percent from the RM198.2
Ringgit Malaysia Convertible Bonds. Annuity income derived
million recorded in the corresponding year. The PT Bank Niaga
from funds management, private equity, private banking,
Group contributed 28.2 percent to the Commerce group profits.
agency and securities services became a new revenue line
The sterling performance was fuelled by a 46 percent growth in
disclosure in 2004. During the year, CAHB disposed its 70
loans with the commercial and consumer segments leading the
percent stake in Commerce Trust Berhad and Commerce Asset
way. The Group’s net profit for the financial year equivalent of
Fund Managers Sdn Bhd to CIMB Berhad for a total
RM268.1 million was 28.2 percent higher than last year. In only
consideration amounting to RM35.0 million. This disposal by
the second year of inclusion of its full year results, Bank Niaga
CAHB is part of an internal restructuring to place the asset
is becoming a significant contributor to Commerce group results.
management businesses under the purview of the group’s
investment banking business. The annuity income stream
emanating from the asset management businesses will provide
greater earnings stability for CIMB in the future.
The Indonesian economy was stable and registered steady Commerce Asset Fund Managers Sdn Bhd (CAFM) and
growth in 2004. The macro economy stability evident during Commerce Trust Berhad (CTB) collectively have RM5.3 billion
the year saw exports and investments starting to support funds under management at the year end. At CAFM, pretax
domestic consumer consumption as levers of economic profits rose by 17.0 percent to RM5.5 million from RM4.7
growth. Political stability was very much in evidence despite million recorded in 2003. The higher profit was due to higher
the long election process. Consumer confidence was at its revenue from both wholesale and retail business as well as
highest for the past three years and inflation remained at lower expenditure. At CTB, pretax profits rose by 6.1 percent to
manageable levels. The banking sector continued with its RM5.2 million from the RM4.9 million recorded in 2003. This
intermediary role. was due to higher sales during the year with the introduction
of five new unit trust funds to complement the present range
The “Vision 2007” strategic initiative for Bank Niaga continued of funds.
to make good progress. The combined loan and deposits
market share of Niaga stood at 3.1 percent at the end of 2004 Commerce Life Assurance Berhad (Commerce Life) registered
compared to the 5.0 percent target in 2007. As at end a 20.4 percent rise in PBT to RM5.9 million from the RM4.9
September 2004, Bank Niaga was the eight largest bank by million registered in 2003. Gross premium income for the year
assets in Indonesia. Progress on both fee income and net profit ended 31 December 2004 amounted to RM364.9 million, a
growth was very encouraging. Low cost deposits made up 42 significant rise of 157.9 percent from the RM141.5 million
percent of total deposits. The contributions from the consumer recorded in 2003. A new significant contributor to premium
and SME businesses in 2004 clearly indicates that the goal of income came from the sale of investment linked products.
becoming a retail force is gathering momentum.
We have included ten months of the post acquisition results of
Bank Niaga began paying dividends in 2004, the first time after AMI Insurans Berhad (AMI) to the Commerce Group results in
the Asian Financial Crisis. One of the strategic initiatives 2004. At the PBT level, this amounted to RM18.5 million. There
undertaken during the year include the risk management was a concerted emphasis on the retail business during the
system that was enhanced to support rapid loan growth. year in particular personal line of business such as motor
Syariah banking was also launched, an area which has much insurance. Subsequent to the year end AMI changed its name
potential in Indonesia. Bank Niaga received many accolades to Commerce Assurance Berhad. This signifies not only its
during the year. The strong customer service heritage entry into the Commerce family but also the strategic focus on
continued to be recognised with Bank Niaga clinching for the bancassurance.
8th successive year the Banking Services Excellence Award by
Marketing Research Indonesia.
C O R P O R AT E D E V E L O P M E N TS
A C K N O WL E D G E M E N TS DIVIDENDS
On 28 June 2004, Mr Masayuki Kunishige resigned from the Subject to your approval at the forthcoming Annual General
Board of Directors. Mr Kunishige was a representative of UFJ Meeting, the Board has recommended a final gross dividend of
Bank on the Board of Directors. Mr Kunishige had also served 10 sen (2003: 5 sen) gross per ordinary share less tax at 28
as Executive Advisor of Japanese Business at BCB and then as percent. The Board is also recommending a special gross
Director of BCB. I wish to place on record our appreciation and dividend of 5 sen (2003: 5 sen) less income tax at 28 percent.
gratitude to Mr Kunishige for his contributions. On 26 July The payment of special dividend in particular is an illustration of
2004, we welcomed En Izlan Izhab to the Board of Directors as our commitment to maximise shareholders value and our
an Independent Non-Executive Director. En Izlan was also continued pro-active approach to capital management.
appointed as a member of the Audit Committee. A lawyer by
profession, En Izlan had a distinguished career including a
fifteen years stint at the Kuala Lumpur Stock Exchange, the
forerunner to Bursa Malaysia Securities Berhad. Effective 1
September 2004, Dr Rozali was appointed as Executive
Director/Group CEO of the Commerce Group. Dr Rozali ably led
BCB through the transition years post merger.
BCB Group 38
Bank Niaga 46
During the year, this division continued to play the “front-line” Despite a slow start for 2004, the Ringgit bond markets saw
role in identifying and originating structures and proposals for a decent rally in the second half of the year. Against this
existing and potential clients, making it pivotal to issuer client backdrop, DMD’s businesses performed relatively well in both
flows, an instrumental part in CIMB’s achievements in 2004. the primary and secondary markets.
The structure of having four IBK teams and an independent
research unit within the division was maintained during the DMD notched up a number of significant deals in the primary
year. CIMB was named as the Best Domestic Investment Bank markets this year. CIMB jointly lead managed the first
by The Asset and Finance Asia in 2004. residential mortgage-backed securities issue in Malaysia by
Cagamas MBS, a subsidiary of Cagamas. CIMB also joint-lead
managed the RM500 million Islamic bond issue by the
E Q U I T Y M A R K E TS & D E R I VAT I V E S ( E M D )
International Finance Corporation, the first Islamic bond issue
EMD had an excellent 2004 with CIMB sweeping the awards by a supranational in the world.
in the equity arena and leading all key league tables. EMD also
capitalised on strong foreign interest to generate secondary CIMB was also actively involved in assisting Malaysian
placement deals. corporates raise USD via straight debt as well as convertibles to
take advantage of a perceived trough in the USD interest rate
CIMB maintained its market leadership in the domestic IPO cycle. The flagship USD debt transaction for the year was
market, being the Sole Bookrunner for three out of the six Telekom’s USD500 million global bond issue lead managed by
largest IPOs in 2004 namely KLCC Property Holdings Berhad, CIMB, UBS and Deutsche Bank.
Ornasteel Holdings Berhad and Sin Chew Media Corporation
Berhad. For secondary placements, it was an outstanding year DMD’s new initiative for the year was the launch of structured
with the three major transactions as follows: Khazanah’s sale of products following the issuance of Bank Negara Malaysia’s and
RM2.91 billion worth of Telekom shares; Mitsubishi Motors the Securities Commission’s guidelines on structured products.
Corporation’s sale of Proton shares worth RM396 million and New products launched during the year include range accrual
Shell Overseas Holdings Limited’s RM464 million worth of shares notes, inverse floater notes and equity-linked notes. This
in Shell Refining Company (FOM). The Telekom transaction, in strategy will have to be reviewed in due course as there has
which CIMB was Sole Global Co-ordinator and Joint Bookrunner, been some disappointment with the slow development of
received Finance Asia’s Achievements Awards 2004 for Best investor interest, high cost of product development and
Secondary Offering and Best Malaysia Deal as well as the IFR’s regulatory restrictions.
Award for Best Malaysia Equity Deal.
In the debt market category, CIMB won among others,
Apart from traditional products, CIMB also led the way for Asiamoney’s “Deal of the Year” awards for the Telekom and
convertible bond issuance for Malaysian issuers. Major deals for Cagamas deals and were recognised as “Best Debt House”by
2004 were Tenaga Nasional’s RM200 million convertible issue, Euromoney and Asiamoney.
the first ringgit convertible deal and Khazanah’s USD414.5 million
exchangeable bond issue.
CF’s portfolio continued to expand in 2004 from advisory, 2004 marks a milestone in the maturation of PE. It has now
mergers and acquisitions, origination and compliance for equity captured sufficient funds under management to be self-financing.
capital market transactions, corporate and retail banking to At the end of 2004, PE funds under management have
include corporate agency and securities services (CASS) and increased to just under RM300 million in two funds namely
development of new investment management opportunities. CIMB Muamalat Fund 1 Ltd. P, a shariah compliant regional
Product widening is part of CF’s strategy to mitigate a general buy-out fund and CIMB Mezzanine Fund focusing on pre-IPO
decline in margins in some of the traditional “bread and butter” investments. One of the most encouraging elements for PE
products. has been its success in raising funds from the Middle-East,
with the support of CIMB Islamic.
CIMB continued to top the M&A league table during the year
and was named the Best M&A House by Euromoney. Thomson
CIMB ISLAMIC (CI)
Financial Publications also recognised CIMB as Number 1 in
Asia ex-Japan for the number of M&A transactions. CI is responsible for ensuring that CIMB is able to offer an
Islamic version of its products and services whenever possible
A new joint venture with Mapletree, signed in November 2004 and to support sales of these products. The success of the
was a major initiative for CIMB. Both CIMB and Mapletree have PE offering in the Middle-East is one such example. Although
each committed RM100 million to anchor a real estate fund, just two years old, CI has built an excellent reputation and
CM-1, which intends to raise a further RM300 million in equity was recognised by Euromoney as the “best provider of Islamic
and about RM1 billion in debt to invest in properties. The financial services in Asia”in 2004.
objective for the venture is to earn annuity income from funds
management and to obtain investor returns. CI broke new ground in 2004 with the International Finance
Corporation (IFC) RM500 million BaiDS facility which CIMB
jointly lead managed. This deal had three historic milestones.
P R I VAT E C L I E N T S E R V I C E S ( P C S )
It was the first Islamic deal by a non-Islamic supranational in
Private Banking’s (PB) assets under management doubled from the world, the first ever Islamic issuance in domestic currency
RM760.3 million at the beginning of the year to RM1.52 billion by a supranational and the first Islamic Ringgit securities issued
at the end of 2004. The number of financial advisors also by a foreign issuer since the liberalisation of exchange control.
increased from 11 to 21. PB also played important distributor
roles in many primary debt and equity transactions during the Another innovative deal was the first Ijarah/Murabahah
year. As a first step in geographical expansion, a Penang branch programme in the domestic market by Dawama Sdn Berhad
was opened during the year. in which CIMB lead managed.
This segment covers companies or groups that have an annual Syariah Banking services were launched in September 2004.
turnover above IDR500 billion. The activities in this segment Within a short period of its launch, we have witnessed a
cover corporate lending, trade finance, cash management, modest yet encouraging start with almost 1,000 customers to
money market and foreign exchange services. Investment date and deposits of IDR16 Billion. The Syariah banking market
services including custodial services, is a growing contributor to is expected to grow at about 45 percent annually over the next
fee income. few years. In accordance with central bank regulations, the
Syariah Banking operation is completely segregated from
Corporate sector loan represented 30 percent of the Bank’s conventional banking with a separate IT system in place. All
total lending base in 2004 and saw a growth of 31 percent year Syariah Banking customers can benefit from access to the full
on year. This growth was achieved without sacrificing quality. range of E-Banking service including ATM, phone banking and
Fee income increased significantly primarily due to trade access via the internet. Indonesia’s total Islamic Banking assets
finance, investment services commissions and custodial fees. in 2004 were less than 1 percent of total banking assets. Bank
In cooperation with CIMB Niaga Securities, Bank Niaga assisted Niaga expects to play a significant role in the future of this
companies to make effective use of commercial lending, equity market.
and debt capital markets. Growth in lending was well spread
across both primary resource-based sectors as well as general
manufacturing, retailing and consumer goods. Trade finance
volume continued to grow to over USD840 million. Warehouse
financing, pioneered by the Bank has continued to be an area of
success.
Bank Niaga was voted the most active custodial bank in 2003
and 2004 by Bursa Efek Surabaya. The Bank is a leading local
custodial bank in Indonesia with a market share of almost 40
percent in the local bond trustee agency services market and a
40 percent share among the pension fund custodial client
market. During the year, investment services commission
income was up 40 percent and custodial fees grew by 45
percent. Together with BCB, the Financial Institutions Group
continued to develop the CashLaju remittance service launched
in 2003. There was also collaboration with BCB on new trade
finance arrangements.
1. GLOBAL ECONOMIC OUTLOOK 2005 Inflation may tick up in most countries as the impact of high oil
prices begin to trickle through to consumers, but the rates are
Global economic growth is expected to moderate to 4.3%
likely to remain at non-threatening levels. The still high excess
in 2005 from its recent peak of 5.0% in 2004 on the back of
capacity, stiff price competition, slower domestic demand and
an anticipated worldwide slowdown in the manufacturing
tighter monetary policy environment would put a check on
sector particularly the tech sector, a less accommodative
excessive upward pressure on prices. In the US, the core
fiscal and monetary policies and the lagged impact of high
inflation is expected to remain low, though the rate may move
oil prices. In the US, real GDP is expected to register a
above 2.0% from 1.6% at end of 2004. In Japan, although
slower growth of 3.5% in 2005 (2004: 4.4%), but this is still
consumer prices may be exhibiting some inflationary pressures
within its optimal growth trend. Consumer spending, the
for the first time in a long while, any y-o-y growth is expected
main driver of the economy, making up about 70% of GDP,
to be marginal. Inflation is likely to remain mild in the euro-
is expected to slow down in 2005 (3.1% vs. 3.7% in 2004),
region on the back of weak domestic demand. On the other
due to the waning effects of the 2001-03 tax cuts, low
hand, in the Asian region, inflation may edge up gradually due
interest rates and mortgage refinancing cash-outs. However,
to the lagged effect of high oil prices.
this is expected to be mitigated by strong capital spending,
with real business fixed investment projected to grow by
Inflation Forecast for Major Economies
9.4% (2004: 10.4%). Meanwhile, the Japanese economy
2003 2004e 2005f
may slow to 2.1% in 2005 after registering a growth of
y-o-y%
2.6% in 2004, its fastest since 1996, on the back of less
US 2.3 3.0 3.0
favourable external developments and a stronger yen.
Japan -0.2 -0.2 -0.1
Furthermore, high private investment growth rate seen in
2004 is likely fizzle off moderately in 2005, resulting in Euro 2.1 2.2 1.9
ASIA 2.5 4.3 3.9
short-lived recovery in the labour market. As a result,
China 1.2 3.9 4.9
household spending may remain anaemic and deflationary
pressure in the economy continues to prevail. In the Euro- Source: IMF World Economic Outlook – September 2004, OECD
Economic Outlook – November 2004, Asian Development
zone, overall growth to remain relatively subdued with real Outlook 2004 Update, various official releases
GDP expected to grow by 1.9% in 2005 (2004: 2.0%). e estimate, f forecast
Economic activity will be restrained by relatively high oil
prices, a strong euro and softer global growth. In the Asian Most major central banks with the exception of the Bank of Japan
region, some moderation is anticipated in 2005 after 3 are likely to step up efforts in tightening their monetary policies.
straight years of accelerating growth. Overall growth is
• US Fed Fund rate likely to rise to 3.50 - 3.75% at the end of
likely to be supported by domestic demand as export
2005 (2004-end: 2.25%).
growth slows down. Within the region, China is expected to
lead, with real GDP growth of 8.5% in 2005 (2004: 9.5%). • Bank of England may continue hiking up its base lending
rate, but at a less aggressive pace than the US, bringing the
Real GDP Growth for Major Economies rate to 5.00 - 5.50% at end of 2005 (2004-end: 4.75%).
2003 2004e 2005f
• European Central Bank to remain focused on supporting
y-o-y%
economic recovery and may move rates upward only in the
World 3.9 5.0 4.3
second half of 2005 (end-2004: 2.00%).
US 3.0 4.4 3.5
Japan 2.5 2.6 2.1 • Asian central banks are likely to push rates higher going into
Euro 0.5 2.0 1.9 2005. In its bid to bring investment spending under control,
ASIA 7.2 7.3 6.5 China’s central bank may continue to put in place restrictive
China 9.3 9.5 8.5 measures in 2005. The central bank may also increase its
interest rate further following its rate hike of 27bp to 5.58%
Source: IMF World Economic Outlook – September 2004, OECD
Economic Outlook – November 2004, Asian Development on October 29, 2004 – the first in 9 years. Nonetheless, the
Outlook 2004 Update, various official releases pace is unlikely to be aggressive so as to ensure the
e estimate, f forecast
economy is still on track for a soft landing.
• ICT-related services
• Business process outsourcing (BPO)
• Healthcare
• Private education
• Tourism
This is an important platform of communication with investors The coverage on CAHB by brokerages or equity houses is high.
and the investment community at large. This function will
facilitate the transfer of information to investors about Thomson Reuters
corporate issues that they consider relevant to the exercise of
Coverage to earnings estimates 27 28
their rights as shareholders. Feed back on perception and
market concern is also of utmost importance to management.
On December, 17, 2004, Standard & Poor’s assigned a BBB-
rating to both the Company and the USD125 million zero-coupon
Among the activities conducted during the year include:-
five year convertible bonds. In its commentary, Standard &
• Briefing to analyst and press in conjunction with the release of Poor’s cited the company’s financial strength and ability to take
the 2003 financial year audited results on 27 February, 2004. advantage of Malaysia’s economic recovery. The agency further
mentioned that the ratings reflects Commerce Asset’s leading
• In 2004, CAHB had 140 meetings with equity research
franchise in commercial banking with its 12 percent share of
analysts, fund managers and investors. This includes both
the loans market and its stake in leading investment bank,
direct meetings and conference calls.
CIMB Berhad.
• Participated in Invest Malaysia 2004, Bursa Malaysia’s
inaugural investors exposition with a special emphasis on In line with the Government linked companies restructuring
retail investors. initiatives introduced in 2004, there will be specific action plans
• Participated in two overseas non deal road show in London and initiatives that needs to be undertaken by CAHB including
and Hong Kong and one overseas investor conference on in the area of investor relations in 2005. This will be towards
Malaysia in London. enhancing further the investor relations function.
• En Aznam Shahuddin
Senior Vice President, Corporate Services
In recognising the potential benefit of introducing Key Performance Indicators (KPIs) to measure and evaluate performance, and
linking it with the organisation’s compensation package, the Board initiated a Balanced Scorecard (BSC) project in 2004. The BSC
Framework, the BSC and KPIs for senior management of CAHB have been established in December 2004 and currently being
implemented at CAHB. Integrated within the BSC Framework is the establishment of the Corporate Scorecard for which the senior
management of CAHB are accountable for. CAHB’s Corporate Scorecard was approved by the Board in December 2004.
The BSC adopted translates CAHB’s vision and mission into strategic objectives and a coherent set of performance measures.
Those measures span across four different perspectives as depicted in the diagram below.
FINANCIAL
Objectives Indicators
How should CAHB appear to How should CAHB look like in How does CAHB create and
customers? the future? manage critical business
processes?
LEARNING AND
GROWTH
Objectives Indicators
Strategic Development
Corporate Development
2
Group to achieve group-wide
synergies for revenue and
productivity enhancement.
Shared Platform Development
4
functions, talent management and
promote centre of excellence to drive
best practices into the business.
CAHB’s corporate objectives reflect its strategic vision and role. KPIs are tied to these strategic objectives and balanced across the
four BSC perspectives that enable CAHB to track its financial results while simultaneously monitor the progress in building the
capabilities and acquiring the intangible assets it needs for future growth.
C A H B ’ S C O R P O R AT E O B J EC T I V E S
A. Optimise use of capital resources to generate sustainable returns from investment portfolio for long term
shareholder value creation.
B. Create value as an integrated financial services group with emerging regional presence.
C. Provide strategic oversight and monitor performance of investments to ensure sustainable growth.
E. Optimise deployment of talents to develop competencies for effective boards and management teams.
Following from the establishment of Corporate Scorecard and BSC for the senior management of CAHB, we are now in the
process of cascading the BSC throughout the organisation. This will assist to integrate and align the overall CAHB’s strategic
direction with individual KPIs and thence develop an integrated performance appraisal that links performance to reward system.
The current implementation of BSC project comprises 3 key components; Performance Management Process, Performance
Management Infrastructure and Performance Management Culture. The Balanced Scorecard will be fully implemented throughout
the organisation in 2005.
We are committed to contribute to sustainable and equitable Merchant Bankers Berhad (CIMB) have contributed RM50,000
economic development to improve quality of life. The core and RM25,000 respectively to the domestic disaster fund.
values are economic viability, environmental responsibility and Meanwhile, Commerce Asset Ventures Sdn Bhd contributed
social accountability and these can be translated through RM20,000 to University Sains Malaysia to set up a field
diverse platforms such as community investment, governance, laboratory for infectious diseases in Banda Aceh.
workplace, stakeholder management and accountability. This
objective and aspiration which are in alignment with our PTBN has taken a more active part in their effort to respond to
stakeholders expectation have inspired companies within the the tragedy in Aceh and North Sumatra. In addition to the cash
Group to be involved in many projects of such nature. donation mentioned earlier, PTBN assisted by opening Niaga
Cares account to which people can transfer their donations.
In 2004, we remained an active corporate citizen by carrying This effort is on-going until September 2005 and involves all
out our social responsibility through programmes ranging from employees, customers and the public. The funds collected will
donation, relief effort, scholarship and inspirational programmes, be used for the reconstruction of destroyed educational
some of which are described below. facilities and infrastructure in the disaster affected areas.
T S U N A M I R E L I E F E F FO R T C A N C E R R E S E A R C H I N M A L AYS I A , BY M A L AYS I A N S ,
FO R M A L AYS I A
Our thoughts and prayers are with the victims and survivors of
this ravaging disaster. Cancer is unfortunately a disease of increasing prevalence and
millions have died every year from it. The establishment of
The Commerce Group of companies donated in total RM1.0 Cancer Research Initiatives Foundation (CARIF) in Malaysia was
million cash in response to the initiative coordinated by both timely and essential. CARIF is the first independent cancer
Khazanah Nasional Berhad who spearheaded the effort to invite research unit established in Malaysia. Its mission is to conduct
Malaysian Government Linked Companies (GLCs) and fundamental and pioneering research on cancers prevalent in
corporations to contribute to the Indonesian Tsunami Fund. our country, with potentially far-reaching implications for
Included in this donation is IDR1.0 billion cash contributed by diagnosis and therapy.
our Indonesian subsidiary, PT Bank Niaga (PTBN). The donation
from Commerce Group of companies was presented to the In support to this cause and in line with our aspiration to make
President of Indonesia by Malaysia’s Prime Minister, Dato’ Seri a noble contribution to Malaysian society, Commerce Asset-
Abdullah Ahmad Badawi during his visit to Indonesia. On top of Holding Berhad (CAHB) donated RM10,000 during the year and
their significant contributions to the Commerce Group’s total has further pledged a fixed sum of donation over the next five
RM1.0 million donation, our major subsidiaries, Bumiputra- years on an annual basis beginning 2005 to ensure continuous
Commerce Bank Berhad (BCB) and Commerce International support to CARIF.
For the fourth consecutive year, BCB continued its tradition to interpersonal skills, which, combined with social values would
give them the edge to start a career and stand on their own.
organise the “BCB Formula One Tickets Giveaway” contest for
its five over million loyal customers. Since the Formula One
was staged on our Malaysian shores in 1998, its exhilaration SCHOLARSHIP PROGRAM
and excitement has been increasing over the years. Local FI
PTBN’s scholarship program has provided financial assistance
fans look forward to the fast-paced action and splendid
to 585 outstanding elementary, junior and senior high school
manoeuvres on our world class racing track. BCB supported the
students all over Indonesia. This scholarship will be available for
successful staging of this world class event by promoting
three years.
greater awareness and provided an opportunity for ordinary
This program was organised by PTBN in conjunction with In conjunction with our commitment to make a meaningful and
2003’s A Million Book program. This involved financing the noble contribution to the Malaysian society, BCB has agreed to
operation of three mobile library units. They will give free library part-finance MAKNA’s research programme with a total sum of
services at school which lack such facility. RM500,000 over a three-year period beginning last year.
Meanwhile, Commerce Life brought smile to the faces of 18 All companies within the Group maintained a substantial and
orphans under the care of Persatuan Ehsan & Anak-anak Kuala active donations and sponsorships programme. BCB’s programme
Lumpur (PEWANIDA) when they were treated to a shopping spanned a broad range of causes, concentrating particularly on
trip at Mid Valley Megamall. the underprivileged and handicapped, and on health-related
issues in Malaysia.
GREEN PROGRAM
CIMB espouses similar causes, including, amongst others,
This replanting program was initiated by PTBN and Bank Kiwanis Down Syndrome Foundation, Tabung Kebajikan
Indonesia. As many as 3,000 trees were planted in an area of 3 Pendidikan Kelab Komunikasi Belia, Yayasan Anak-anak Yatim
hectares in Cibubur Camping Ground. PTTDI, Malaysian Red Crescent Society, Pertubuhan Kanak-Kanak
Kanser Malaysia and Tabung Amanah Pewira Dan Pertahanan
S AV E L I V E S – B E A B L O O D D O N O R Negara. CIMB was also a sponsor for Malaysia’s Aspirations &
Achievements IV, produced in recognition of Malaysians
Every year, a blood donation campaign will be launched at
successful in offering community services, and services above
Commerce Square and CIMB Building. This campaign was
one self, each coming from their respective fields of practice
envisaged to help inculcate the social obligation value amongst
showcased the different aspects of the individuals involved,
employees of the Group.
their efforts and achievements, trials and tribulations.
D P M L AU N C H E S M E N A R A C OM M E R C E P R O J EC T
3 June 2004 marked a historical day for the Commerce Group. In a simple but
significant ceremony hosted jointly by Commerce Asset-Holding Berhad and
IJM Corporation Berhad (the holding company of the developer), the Menara
Commerce Project was officially launched by our Deputy Prime Minister,
YAB Dato’ Sri Mohd Najib Tun Haji Abdul Razak.
The landmark ceremony underscores the evolution and growth of the Commerce
Group. Over the years, the Group has expanded steadily through both organic
growth and mergers and acquisition to become a leading domestic financial
services group. It has touched the lives of millions of Malaysians, providing
them with the broadest range of financial services and products.
CAHB had entered into a Sale and Purchase Agreement with IJM Properties
Sdn Berhad on 20 January 2004. It involved the acquisition of a piece of land
measuring approximately 10,149 square meters together with a 39 storey
building to be developed for a cash consideration of RM375 million. The
development project is expected to be completed in the first quarter 2008.
The location of the proposed Menara Commerce is situated at the intersection
of Jalan Raja Laut and Jalan Esfahan.
CAHB
20 January
Signing ceremony between CAHB and IJM Corporation Berhad
18 August
CAHB entered into conditional share sale agreements with CIMB
on the Menara Commerce development. Berhad for the disposal of 70% equity interest in both Commerce
Trust Berhad and Commerce Asset Fund Managers Sdn Bhd.
12 February
CAHB entered into a share sale agreement with NSTP Berhad 23 August
and Pitisan Sdn Berhad for the acquisition of the entire issued Extraordinary General Meeting held at Banquet Hall, Kuala
and paid up capital of AMI Insurans Berhad. Lumpur Golf & Country Club.
18 February 26 - 29 August
Completion of the proposed acquisition of 100% of AMI Insurans CAHB took part in the Bursa Malaysia Invest Malaysia Expo in
Berhad by CAHB from NSTP Berhad and Pitisan Sdn Bhd. 2004 at Putra World Trade Centre.
23 - 24 March 15 September
Participated in non-deal roadshow in London organised by CAHB via its Labuan incorporated subsidiary Commerce Capital
ABN AMRO. (Labuan) Ltd successfully completed the sale of USD 110million
zero-coupon convertible bonds (with greenshoe option). CIMB
19 April A was the Sole Global Coordinator and acted together with JP
Annual General Meeting held at Nirwana Ballroom 1, Mutiara Hotel. Morgan and Morgan Stanley as Joint Bookrunners and Joint
Lead Managers for the transaction.
22 - 23 April
Participated in non-deal roadshow in Hong Kong organised 17 September
by ING. Issuance of the additional USD15 million principal amount
(greenshoe option) of the USD125 million convertible bonds issued
13 May by Commerce Capital (Labuan) Limited, a Labuan incorporated
Group Risk Awareness Workshop held at Hyatt Saujana. subsidiary of CAHB.
3 June 22 - 23 September
Official launch of the “Menara Commerce”project officiated by Participated in ABN AMRO Malaysia Conference in London.
Dato’ Sri Najib Bin Tun Haji Abdul Razak, Deputy Prime Minister
of Malaysia. 23 November
Completion of the proposed disposal of CAHB’s 70% equity
14 - 16 August interest in both Commerce Trust Berhad and Commerce Asset
Commerce Group Director’s Retreat in Hanoi, Vietnam. Fund Managers Sdn Bhd to CIMB Berhad.
30 January B 25 February C
For the fourth consecutive year, BCB made it possible for 1,000 BCB launched Proton Commerce a 50:50 joint venture between
of its customers and staff to watch the exhilarating Formula subsidiary Bumiputra-Commerce Finance Berhad and Proton
One Grand Prix race live at Sepang International Circuit. The Edar Sdn Bhd, announcing new, attractive financing packages
“BCB Formula One Tickets Giveaway” ensures BCB customers aimed at winning a sizeable share of the auto financing market.
and credit card holders get an opportunity to win free tickets to
the race through a simple contest. It attracted wide participation. 25 March
BCB Labuan formalised the successful arrangement of USD200
16 February million syndicated financing facilities from a consortium of off-
BCB launched Channel-e promotions for the second consecutive shore banks comprising among others, CitiGroup, ABN Amro
year at Universiti Kebangsaan Malaysia, Bangi targeting the and Standard Chartered who acted as the arrangers.
university’s 2004 intake. UKM has endorsed Channel-e as the
payment for its tuition fees from 2004 onwards. 6 April
BCB launched ParentCare, a first of its kind product designed
for individuals who regularly send monetary contributions to
their parents. It ensures parents regularly receive the money
even in the unlikely event of early demise of the individual.
BCB
15 April
BCB formalised an alliance with the Small and Medium Industries
6 August
Prime Minister, Dato’ Seri Abdullah Ahmad Badawi launched Skim
Development Corporation (SMIDEC) to facilitate the extension Simpanan Pendidikan Nasional (SSPN), which aims to encourage
of various SME facilities to SMEs, in particular “BCB Fast Track parents to save for their children’s higher education. BCB was the
SME loans.” only commercial bank appointed in the savings scheme managed
by Perbadanan Tabung Pendidikan Tinggi Nasional (PTPTN).
16 April
In a joint effort with Yayasan Raja Muda Selangor, BCB launched 12 August
and hosted a workshop entitled “Self Discovery for Young BCB and Commerce Life launched Commerce Investment
Adults” designed to assist marginalised and disadvantaged fifth Guarantee 2 (CIG 2), which guarantees investors a minimum
formers develop critical interpersonal and motivational skills return on investment, providing both total security of capital
which, combined with social values will prepare them to rise to and benefits of life insurance protection.
new challenges as they venture out from school.
18 August
5 May BCB sponsored the Inland Revenue Board’s “Pertandingan
BCB was awarded Superbrand status by the Malaysian chapter Pidato Piala Hasil 2004" for secondary schools nation-wide. The
of Superbrands International upon nomination by selection final round concluded at the Inland Revenue’s Board Complex
committee comprising advertising professionals and veterans. in Bangi. The event was officiated by Deputy Minister of Finance,
Datuk Tengku Putera Tengku Awang.
3 June
A ground breaking ceremony was held at the site of CAHB’s 2 December D
proposed new 39 storey office tower officiated by Deputy BCB’s Program Design Centre was awarded the ISO9001:2000
Prime Minister, Dato’ Sri Mohd. Najib Tun Razak. Located in Certification in recognition of its efforts in developing staff
the heart of the golden triangle of banking along Jalan Raja Laut capability by providing the best training that would lead to
and Jalan Esfahan, it will also house BCB’s head office enhancement in services to customers. The award was given
operations and its main branch when completed. by Lloyd’s Register Quality Assurance, London and its Malaysian
counterpart, Akreditasi Malaysia.
28 June
BCB was named as a Top 10 brand in the Brand Visibility 27 December
category during the annual Brand Equity Magazine Awards BCB donated an initial sum of RM50,000 to the Malaysian
2003 “Tribute Nite”. The Visibility award recognizes brands that Tsunami Disaster Relief Fund set up by The New Straits Times
garner high consumer visibility over all TV medium. and Berita Harian Group.
14 January
CIMB was conferred Best Overall Country Research, Best
Overall Sales Services, Best Execution and Best in Sales
Trading by Asiamoney Magazine.
15 January
CIMB participated in the Asian Strategy & Leadership Institute
Malaysia Strategic Outlook 2004 Conference at the Renaissance
Hotel, Kuala Lumpur. The conference was officiated by Deputy
Prime Minister, Dato’ Sri Mohd Najib Tun Razak.
16 April
26 February CIMB was the lead arranger and lead manager for the issuance
CIMB was the joint lead manager and bookrunner for the of the Dawama Sdn Bhd combined Ijarah and Murabahah issue
Guthrie Property Development Holding Bhd’s RM750 million in the domestic debt market. The commercial paper and medium
Murabahah Medium Term Notes Programme in the domestic term note issuance programme under the Islamic-financing
debt capital market. The launch and investor presentation was concept was to raise up to RM150 million in nominal value.
held at the Mandarin Oriental, Kuala Lumpur. A signing ceremony was held at the Kuala Lumpur Golf and
Country Club.
8 March
CIMB launched its Indonesian operations, PT CIMB Niaga 13 May E
Securities. The launch was held at The Grand Hyatt Jakarta and CIMB held it’s Investment Conference on Indonesia entitled
was officiated by the Ambassador of Malaysia to the Republic ‘Evaluating Investment Opportunities’ at the Mandarin Oriental,
of Indonesia, His Excellency Dato’ Hamidon Ali and Chairman of Kuala Lumpur. Jointly organised by PT Danareksa, Indonesia’s
Capital Market Executive Agency of Indonesia (Bapepam), leading securities company and PT CIMB Niaga Securities,
Bapak Herwidayatmo. the two-day conference presented CIMB’s clients with a
comprehensive overview of investment opportunities, risks and
16 March potential returns in Indonesia. The conference was officiated
CIMB organised the Telecommunications Conference 2004 with a keynote address by Second Finance Minister YB Tan Sri
entitled ‘Emerging Drivers of Malaysian Telecommunications’ at Nor Mohamed Yakcop.
The Westin Hotel, Kuala Lumpur. The conference saw six of
the largest telecommunications companies come together to 12 July
discuss strategies and expansion with escalating deregulation CIMB together with Maxis launched its mobile phone share
of the telecommunications industry. trading system (M*trade) which provides real time stock
market information and share portfolio management with
18 March mobile phones. The launch was officiated by Bursa Malaysia
CIMB organised its first Derivatives and Structured Products Securities Berhad’s CEO, En Yusli Mohamed Yusoff.
Conference 2004 entitled, ‘Towards Alternative Investments in
Malaysia’ at Mandarin Oriental Kuala Lumpur. Guest of Honour
at the conference was Acting Chairman and Deputy Chief
Executive of Securities Commission Y Bhg. Datin Zarinah Anwar.
CIMB
F 10 August
CIMB was awarded Best Local Investment Bank, Best Equity
House, Best Broker, Best Investor Relations Representative
and second runner up for Best Investor Relations in Malaysia
by Finance Asia’ Country Awards for Achievements 2004 at
the Ritz Carlton Hotel Kuala Lumpur.
11 August
CIMB co-sponsored the 2nd Asia Economic Summit entitled
“Securing Asia’s Future in an Uncertain World”. The 2nd Asia
Economic Summit organised by the Asian Strategy &
Leadership Institute, a leading private sector Think Tank is
about bringing Asia’s future well-being and assess the strategic
directions for Asian Governments and Companies. The summit
was officiated by Dato’ Seri Abdullah Ahmad Badawi with a
keynote address, “The Rise of A New Asia – Shaping Asia’s
Response to Global Economic Challenges”. The summit was
21 July F
held at Hotel Nikko, Kuala Lumpur.
CIMB was the adviser and sole bookrunner for the Institutional
Offering and Managing Underwriter for the Retail Offering of
19 August
KLCC Property Holdings Berhad. The launch and underwriting
CIMB Private Banking took its first step by expanding to
signing agreement ceremony was held at Mandarin Oriental
Penang. The first branch for CIMB’s Private Banking is aimed at
Kuala Lumpur.
providing personalised financial services to affluent private
investors and organisations based in the northern region.
3 August
CIMB Berhad was one of the co-sponsors of the Euromoney
26 - 29 August
Conference on Malaysia entitled ‘Remaking Malaysia: Investing
CIMB took part in the four day Bursa Malaysia Invest Malaysia
in the New Malaysia’. As a co-sponsor, CIMB hosted a workshop
2004 exposition which featured the Malaysian capital market.
session on ‘Prospects of the Malaysian Capital Market’. The
The exposition held at Putra World Trade Centre (PWTC), Kuala
conference was held at the Mandarin Oriental, Kuala Lumpur.
Lumpur showcased Malaysia’s finest companies and a series of
educational seminars and workshops on smart investing and
3 - 4 August
the financial markets.
CIMB was awarded Best Debt House, Best Equity House and
Best M&A House for Euromoney Magazine Awards for Excellence
4 September
2004 held at the Mandarin Oriental, Kuala Lumpur.
CIMB hosted its fifth Retail Investment Workshop at the
Suruhanjaya Securities.
6 August
CIMB co-sponsored the Faculty of Economics and Administration
16 September
Graduation Nite 2004 & Dinner at the PJ Hilton. The money
CIMB celebrated its 30th Anniversary at Mandarin Oriental Kuala
was used to set up a Memorial Award in recognition of the late
Lumpur. Present at the reception was Deputy Prime Minister,
Datuk Dr Mokhzani Abdul Rahim, which will be given to the
Dato’ Sri Najib Tun Abdul Razak and Datin Seri Dato’ Rosmah
best student in the Master of Economics programme, students
Mansor. In addition, three long serving staff were conferred an
on the Dean’s list and staff who have contributed distinctively.
award for loyal service during the reception.
10 November
CIMB Real Estate Sdn Bhd formed a joint venture with Mapletree
Capital Management Pte Ltd of Singapore. The joint venture
known as CIMB-Mapletree Management Berhad (CMM) will
undertake real estate investment advisory and real estate fund
20 September management services to a proposed real estate fund. Present
CIMB organised the Sin Chew Media Corporation Berhad at the launch were Deputy Finance Minister, Dato’ Dr Ng Yen
prospectus launch at the Mandarin Oriental Hotel, Kuala Lumpur. Yen and Temasek executive director and chief executive officer,
Miss Ho Ching.
24 September
CIMB was joint lead manager and joint bookrunner for the 1 December
inaugural Cagamas MBS Berhad issuance of their Residential The International Finance Corporation (IFC) mandated CIMB as
Mortgage Back Securities (RMBS). The issue which total value joint lead manager and joint bookrunner to launch its inaugural
RM1.8 billion is the first ever residential mortgage based Ringgit-denominated Bai Bithaman Ajil Islamic Securities in the
securities in the Malaysian capital market history. The investor’s domestic Malaysian Capital Market.
presentation was held at the Mandarin Oriental, Kuala Lumpur.
10 December G
6 - 8 October CIMB’s CEO, Dato’ Nazir Razak was conferred Malaysia’s CEO
CIMB was the co-sponsor of the 2nd Asian Pacific Venture of The Year award. Dato’ Nazir is the youngest ever CEO to
Capital Alliance Forum held at the Renaissance Hotel, Kuala receive the award since its launch in 1994. The award is jointly
Lumpur. The forum highlighted investment opportunities in collaborated between NST/Business Times and American
Southeast Asia, as well as provided an outlook of what is Express. The award was presented by Tan Sri Nor Mohamed
ahead. Deputy Finance Minister, Dato’ Dr Ng Yen Yen was Yakcop, Minister of Finance II.
present at the forum.
30 December H
18 October Launch of Kurnia Asia Berhad prospectus.
CIMB was joint lead arranger and joint lead manager for the
SAJ Holdings Sdn Bhd RM1.28 billion nominal value Bai
H
Bithaman Ajil Islamic Debt Securities issue. A signing ceremony
was held at the Hotel Nikko, Kuala Lumpur.
25 October
CIMB on behalf of WCT Land Berhad hosted a prospectus
launch ceremony at the Renaissance Hotel, Kuala Lumpur.
Bank Niaga
January August
• New Customer Relationship Assistant Service System announced. • Awarded Best Annual Report for 2003 by the Ministry of
State Owned Enterprises, Directorate General of Tax, The
February Indonesian Capital Markets Supervisory Agency, the Jakarta
• New logo unveiled for Bank Niaga Priority Service: Preferred Stock Exchange, the Indonesian Institute of Accountants and
Circle. the National Committee for Corporate Governance.
• 2003 One million book charity officially completed with • Launched mobile library and scholarship program supported
802,621 books. by Bank Niaga & Yayasan Kesejahteraan Anak Indonesia.
• Corporate Governance Perception Index Award – Ranked fifth • SDI Technologies & Cash Tech sign agreement to build Cash
in 2003 from The Indonesian Institute for Corporate Governance. Management System for corporate customers.
• Awarded Best E-Company in Banking Industry category by
Warta Ekonomi Magazine. September
• Syariah Banking service launched.
• Employee Stock Option Program rolled out.
• Makassar SME Centre opened.
March
• Three new UKM (Small Medium Enterprises) Centres opened. October
• Bank Niaga holds blood donation program “Care for others”
• Held Direct Sales Award for Bank Niaga Marketing Representatives
and Telesales. • Three new products was launched.
April November
• Reverse Stock split of ten to one completed. • Self Service Terminal officially launched.
• Awarded Banking Service Excellence in 2004 by Marketing • Awarded the Best E-Corporation in 2004 by SWA Magazine.
Research Indonesia.
December
May • E-Banking Journey Fair held in major Jakarta shopping mall.
• Yogyakarta SME Centre opened. • SME credit signed for 510 oil palm farmers in Jambi.
• Outstanding Performance Award for all Bank Niaga employees • Awarded The Most Active Custodian Bank for 2003 by
held by Bank Niaga nationally. Surabaya Stock Exchange.
• Awarded Best Bank of 2004 by Investor Magazine. • Commenced donation for Aceh and North Sumatra until
September 2005.
June • Awarded one of the Most Admirable Companies by Warta
• Niaga Visa Mini Card launched. Ekonomi Magazine.
• Four new Bank Niaga branches opened. • Awarded Best Website in Indonesia in the Economy &
• Awarded Excellent Financial Performance of Year 2003 by Business category by Computer Active Magazine.
Infobank Magazine. • Indonesia’s Top Ten Value Creator Award by SWA Magazine,
University of Indonesia and Mark Plus & Co.
July
• Major SME Credit signed for 2,374 South Kalimantan oil palm
farmers.
Commerce Life
5 July 29 October
Memorandum of Understanding with Koperasi Pekerja Perbadanan Majlis Berbuka Puasa with staff – Plaza Hotel , Kuala Lumpur.
Pinjaman Sabah Bhd (KOPPS) – Sutera Harbour Resort, Kota
Kinabalu Sabah. 3 December
Commerce Life 1st Anniversary, “NITE OF ALL STARS”– Kuala
12 August Lumpur Golf & Country Club (KLGCC, Bukit Kiara, Kuala Lumpur).
Exchange of MOU for Wasiyah Service between Commerce
Life and Bumiputra Commerce Trustee (BCT) - Commerce Life 22 December
Customer Relationship Management Office, Jalan Medan Commerce Life launches EZLife with Proton Commerce – Crown
Tuanku, Kuala Lumpur. Plaza Mutiara, Kuala Lumpur.
This is a life protection scheme specially designed for individuals
7 - 13 October
taking up a hire purchase facility with Proton Commerce which
Chairman’s Cup 2004 – Kinrara Golf & Country Resort, Saujana
provides protection to the purchaser in the event of death or
Impian Kajang and Tasik Puteri Golf, Rawang.
disability.
July I
In July, 2004, AMI officially launched the electronic Agency
Management System. Whilst this system meets JPJ’s initiative
of issuance of electronic covernote, it add more features like
issuance of on-line quote, proposals and finally for a seemless
integration with the back end system for issuance of policies.
Commerce-Ventures
13 - 15 January 25 June J
Commerce-Ventures Annual Executive Conference. Rebranding and launch of new logo of Commerce-Ventures
Sdn Bhd at Mandarin Oriental Hotel.
18 - 24 March
Investment Committee Retreat and participated at CEBIT. September
Roadshow to BCB regional business centers.
Corporate Governance
Statement of Corporate Governance 72
Risk Management 80
INTRODUCTION C OM P O S I T I O N O F B O A R D O F D I R EC TO R S /
BOARD BALANCE
The Board of Directors of Commerce Asset-Holding Berhad (CAHB)
is supportive of the adoption of principles and best practices as The Board of CAHB as at the date of this statement consists of
enshrined in the Malaysian Code of Corporate Governance seven (7) members. Three (3) directors are independent as
throughout the Group. It is recognised that the adoption of the defined under the Listing Requirements of Bursa Malaysia
highest standards of governance is imperative for the enhancement Securities Berhad. Three (3) directors represent shareholders
of stakeholders value. namely Employees Provident Fund (EPF), Khazanah Nasional
Berhad and Kumpulan Wang Amanah Pencen (KWAP) and one
The Board is pleased to present the following report on the is an Executive Director.
application of principles and compliance with best practices as set
out in the Malaysian Code of Corporate Governance. There is optimum board balance and there is compliance with
the independent directors criteria of the Bursa Securities Listing
1 . B OA R D O F D I R EC TO R S Requirements. The current set of Directors with their wide
experiences in both the public and private sector and academic
The Board is the ultimate decision making entity. It leads and
background provides a collective range of skills, expertise and
controls the Group. The Board is primarily responsible for
experience. The independent directors fulfill their role by
among other things, the review and adoption of a strategic plan
providing objective judgment and participation in the decision
for the Group, oversight of business performance, ensuring the
making process.
adoption of appropriate risk management systems and ensuring
establishment of proper internal control systems.
Tan Sri Dato’ Mohd Desa Pachi who is the Chairman, has been
identified as the Senior Independent Director to whom concerns
The Board of Directors meets on a scheduled basis at least
may be conveyed. On 1 September, 2004, Dr Rozali Mohamed
once every quarter. When the need arises, Special Board
Ali was appointed as Executive Director/Group CEO. He was
Meetings and Joint Special Board Meetings with subsidiaries
previously the Managing Director/Group Chief Executive Officer
are also convened. The quarterly Board Meetings are scheduled
of Bumiputra-Commerce Bank Berhad, our commercial banking
prior to the commencement of the financial year.
subsidiary as well as a Non-Independent Non-Executive Director
at CAHB. The roles of Chairman and Executive Director are
Among the topics for deliberation include the financial
distinct and separate.
statements and results of the Group and its subsidiaries,
operational activities, strategic and corporate initiatives as well
as matters specifically reserved for the Board’s decision. S U P P LY O F I N FO R M AT I O N
Reports by Board Committees are also presented and Prior to the Board Meetings, all Directors will receive the agenda
discussed. and a set of Board papers containing information relevant to the
matters to be deliberated at the meetings. In 2004, specific
In 2004, there were 4 Board Meetings, 9 Special Board number of days prior to Board Meetings were set as targets
Meetings and 2 Joint Special Board Meetings with the Board of for Management to deliver the respective papers to the
BCB. The dates, venues and time of the Board Meetings can members of the Board. Any deviation from the set timelines
be found in the Statement Accompanying Notice of Annual will require explanation from Management. The Board will
General Meeting on page 4 of this Annual Report. The following receive information that is not only historical or quantitative
are the details of attendance of each individual director in but also those that look at qualitative performance factors.
respect of meetings held. Management is responsible to provide the Board with all
information of which it is aware. The Chairman of the Board
Directors No. of Meetings Percentage shall undertake primary responsibility for organising information
Attended for the agenda of the Board.
Tan Sri Dato’ Mohd Desa Pachi 15/15 100%
Directors have access to all the information within the
Dr Rozali Mohamed Ali 15/15 100%
Company and the Group, whether as a full board or in their
Dato’ Anwar Aji 14/15 93% individual capacity, in the furtherance of their duties. Directors
En Mohd Salleh Mahmud 15/15 100% whether acting as a full board or in their individual capacity can
take independent professional advice at the Company’s expense.
Tan Sri Datuk Asmat Kamaludin 12/15 80%
Dr Roslan A. Ghaffar 14/15 93% All the Directors have direct access to the advice and services
En Izlan Izhab 6/7 86% of the Company Secretary. The Company Secretary is someone
(Appointed on 26 July, 2004) who is capable of carrying out the duties to which the post
entails. The Directors are regularly updated on new statutory as
Mr Masayuki Kunishige 5/7 71% well as regulatory requirements relating to the duties and
(Resigned on 28 June, 2004)
responsibilities of Directors. The Board recognises that the
Chairman is entitled to the full support of the Company
Secretary.
The terms of reference of the Committee are as follows:- (e) Employee Share Option Scheme (ESOS) Committee
• Formulating and reviewing the risk strategy of the The CAHB Group ESOS Committee was established to
organisation. administer CAHB’s Employee Share Option Scheme. The
Committee’s principal function is to ensure that the
• Approving and periodically reviewing the organisation’s Scheme is administered in accordance with the by-laws
risk management policies in line with risk strategy. approved by the shareholders of the Company. The present
• Defining the risk management objectives across risk ESOS Scheme (ESOS 2002/2007) was implemented on 20
categories and business lines. November, 2002 and is governed by the by-laws that were
approved by the shareholders on 26 April, 2002.
• Setting the risk appetite (namely the confidence level to
be used for quantifiable risks, maximum size and
frequency of losses for risks, etc) of the organisation 3 . D I R EC TO R S R E M U N E R AT I O N
along specific business lines. The level of remuneration of the Directors is sufficient to attract
• Reviewing the risk-based economic capital of the and retain the Directors needed to run the Group successfully.
organisation. The Nomination and Remuneration Committee will review the
remuneration framework of Directors and senior management
• Reviewing the overall risk profile of the organisation and
of the Group. This will include fee and allowance structure as
specific market risk and credit risk portfolio profile on a
well as performance linked rewards or compensation. External
periodic basis.
advisers or consultants may be engaged by the Nomination and
• Approving the methodology to be followed for risk based Remuneration Committee to advise on specific areas where
economic capital computation. necessary.
• Approving the contingency plan for dealing with various
extreme internal/external events and disasters. The determination of remuneration packages of non-executive
directors is a matter for the Board as a whole. All Non-
• Ensuring a risk aware culture in the organisation. Executive Directors of the Company receive annual fees of
• Any other related issues. RM60,000 per director which are subject to shareholders
approval at the Annual General Meeting. Meeting allowances
The members of the Committee are as follows:- have been fixed at RM1,000 per meeting per director for a
Board/Special Board Meeting and RM500 per meeting per
Tan Sri Datuk Asmat Kamaludin (Chairman)
Director for Board Committee Meetings. For Executive Director
Independent Non-Executive Director
and those who head operating subsidiary, the remuneration will
En Mohd Salleh Mahmud be based on level of responsibilities, skills, experience and job
Non-Independent Non-Executive Director
performance. The remuneration package is also governed by
Dr Rozali Mohamed Ali the relevant human resource policy of the entity. For Non-
Executive Director/Group CEO Executive Directors, the level of remuneration will reflect the
level of responsibilities and experience involved.
The aggregate remuneration of the Directors of the Company Another aspect of effective communications is through early
categorised into the appropriate components are as follows:- and timely dissemination of material information, financial
results, corporate proposals and other announcement to Bursa
Group Company
Securities. Our website www.commerz.com.my can also be
RM’000 RM’000
accessed for the relevant announcement and corporate
Executive Director
information. With regards to the release of quarterly results we
Salary and other remuneration 450 224 will strive to consistently meet the financial results deadline as
Benefits-in-kind 14 14 specified in the Bursa Malaysia Securities Berhad Rules and
464 238 Regulations.
Non-Executive Directors* 5. A C C O U N TA B I L I T Y A N D A U D I T
Fees 1,246 411
Financial Reporting
Other remuneration 1,477 228
The Board intends to present a balanced, clear and understandable
Benefits-in-kind 46 –
assessment of the Group’s financial position and its future
2,769 639
prospects in its reports to shareholders, investment community
3,233 877 and regulators. This is done through the release of quarterly
results accompanying press releases and statement of
* Included in the Non-Executive Directors’ remuneration are amounts paid to responsibility for preparing the financial statements which can
a Director in his capacity as executive director for the subsidiary.
be found on page 84 of this Annual Report. The Audit Committee
The aggregate remuneration of directors of CAHB for the assists the Board in overseeing the financial reporting process.
financial year ended 31 December, 2004, in respective bands of
RM50,000 are as follows:- Audit Committee
Range of Remuneration Number of A report on the Audit Committee and its terms of reference
is included on pages 78 and 79 of this Annual Report.
Non-Executive Directors Directors
The minutes of the Audit Committee meetings are tabled to the
RM50,000 and below 1 Board. The Board and the Audit Committee maintain a formal
RM50,001 - RM100,000 2 and appropriate relationship with the external auditors.
RM100,001 - RM150,000 2
Internal Controls
RM200,001 - RM250,000 1 The Board of Directors have overall responsibility for maintaining
RM400,001 - RM450,000 1 sound internal control systems that cover financial controls,
effective and efficient operations, compliance with law and
Executive Director regulations as well as risk management. The size and complexity
RM2,150,001 - RM2,200,000 1 of the CAHB Group necessitates the managing of a wide and
diverse spectrum of risks. The nature of these risks means that
events may occur which would give rise to unanticipated or
4 . S H A R E H O LD E R S
unavoidable losses. The inherent system of internal control is
CAHB has an Investor Relations Unit which provides a platform designed to provide reasonable assurance but not absolute
for two way communication between the Company with assurance against the risk of material errors, fraud or losses
shareholders and investors. This is described in a separate occurring. The Statement on Internal Control which provides an
section of this Annual Report on page 53. overview of the state of internal control is set out on pages 76
and 77. The internal audit function of the Group which rests
The Annual Report of CAHB is also an important channel of with the group internal audit division (GIAD) which is based at
communication to reach shareholders and investors. There is a Bumiputra-Commerce Bank Berhad is described in the audit
determined effort to enhance the contents of the Annual Report committee report on page 79 of this annual report.
in line with best corporate governance practices.
The Board acknowledges its responsibility for maintaining sound – Analysing comprehensive and timely information on
internal control systems to safeguard shareholders’ interest and the subsidiaries’ risk and performance status through Group
Group’s assets; and for reviewing the adequacy and integrity of Risk Dashboard
these systems. Such systems, however, are designed to manage
– Building processes to speedily control wayward situations
rather than eliminate the risk of failure to achieve business
in subsidiaries, if required
objectives, and can only provide reasonable rather than absolute
assurance against material misstatement or loss. The process to – Enhancing consistency in risk management approaches
identify, evaluate and manage the significant risks is a concerted through periodic intra-group risk management dialogue
and continuing effort throughout the financial year under review.
• Build the Group’s capabilities for pro-active economic capital
This process is regularly reviewed by the Board and accords with
management
the guidance from the Statement of Internal Control – Guidance for
Directors of Public Listed Companies issued by Bursa Malaysia
Risk management frameworks have also been implemented by the
Securities Berhad and Malaysian Code on Corporate Governance.
major banking subsidiaries such as Bumiputra-Commerce Bank
Berhad (BCB), Commerce International Merchant Bankers Berhad
In addition, as part of the overall assessment of major subsidiaries’
(CIMB) and PT Bank Niaga (PTBN) and other subsidiaries such as
state of internal control, these subsidiaries are required to assess
Commerce Life Assurance Berhad (Commerce Life), Commerce
the state of internal control of their respective companies and
Assurance Berhad (formerly known as AMI Insurans Bhd)
accordingly report and provide due assurance to the holding
(Commerce Assurance) and Commerce Asset Ventures Sdn Bhd.
company. The banking and insurance subsidiaries’ statement of
The frameworks involve a continuous process of risk identification,
internal control were approved by its respective Audit Committee.
assessment, control, monitoring and reporting. A separate section
of the Annual Report will further describe CAHB and its major
The Board is pleased to provide the following statement which
subsidiaries’ risk management framework and initiatives which will
outlines the key processes of the internal control systems of the
also include Basel II efforts where relevant.
Group.
of assessing the key issues and identifying critical success factors departments called Corporate Assurance Department and Group
for implementing the Standardised Approach for credit risk; the Internal Auditor respectively. CAHB Group Internal Audit reviews
enhancement to the Treasury Risk Management Policy to incorporate their reports.
Value-at-Risk methodology and Treasury Trading Statement Policy
to comply with BNM’s market risk adequacy framework; and the The Internal Auditors regularly audit the internal controls practices
continuous effort in setting up a Banking Data Warehouse to and report significant findings to the Audit Committee with
ensure comprehensive, accurate and up-to-date data is available for proposed recommendations. The core function of the internal
the Bank’s risk management. At CIMB, its initiative includes the auditors is to perform an independent appraisal of the Group’s
establishment of Group Risk Monitoring during the year to review activity, to provide assurance on and to help management to maintain
compliance with regulatory requirements, compliance to internal an adequate internal control system. The management is responsible
policies and procedures and undertake investigations for breaches. to ensure that corrective actions on reported weaknesses are
During the year, the initiatives at PTBN include the Control Self undertaken within an appropriate time frame.
Assessment Tool for operational risk and development of the
Historical Loss Event Database.
OT H E R K E Y E L E M E N TS O F I N T E R N A L C O N T R O L
There is a channel available for interaction between the CAHB Audit • Policies and procedures to ensure compliance with internal
Committee and the major subsidiaries’ Audit Committees to controls and the relevant laws and regulations are documented and
discuss specific issues. Further details on the Audit Committee are duly approved by the Board. The policies and procedures of
set out in the Audit Committee Report. major banking subsidiaries are stated in operation manuals,
guidelines and directives issued by the subsidiaries which are
updated from time to time.
I N T E R N A L AU D I T F U N C T I O N
• Group annual budget is prepared and tabled for the Board
For all major subsidiaries under CAHB Group except for CIMB
approval. Actual performance is compared against budget and
Group and PTBN Group, the internal audit function is carried out by
reviewed by the Board with explanation of major variances.
the Internal Audit Division of BCB which is also functioning as
CAHB Group Internal Audit Division. For CIMB Group and PTBN
This statement was made in accordance with a Board of Directors
Group, the internal audit function is entrusted to their own
resolution dated 28 February, 2005.
T E R M S O F R E F E R E N C E O F AU D I T C OM M I T T E E
The members of the Audit Committee during the financial year
ended 31 December, 2004 are as follows:- • Ensure that the financial statements are prepared in a timely
and accurate manner with frequent review of the adequacy of
Tan Sri Datuk Asmat Kamaludin (Chairman)
provisions of commitments and contingencies and bad and
Independent Non-Executive Director
doubtful debts. Review the Balance Sheet and Income
En Mohd Salleh Mahmud Statement for submission to the Board of Directors and ensure
Non-Independent Non-Executive Director
the prompt publication of financial statements.
En Izlan Izhab • Review internal controls, including the scope of the internal
Independent Non-Executive Director
audit programme, internal audit findings and recommend action
(Appointed to the Board of Directors on 26 July 2004)
to be taken by Management.
En Mohd Salleh Mahmud is the member of the Audit Committee • To consider the appointment of external auditors and the audit
which meets the requirements of Section 15.10 (1) of the Bursa fee.
Securities Listing Requirements which requires at least one • To discuss with the external auditors prior to the commencement
qualified accountant as member of the committee. En Mohd Salleh of audit, the nature and scope of audit and to ensure
Mahmud is currently the Deputy Accountant General, Accountant coordination of audit where more than one audit firm is
General Office, Ministry of Finance. involved. To evaluate the performance of the external auditors
and make recommendation to the Board of Directors on their
Meetings shall be held not less than four times a year and appointment and remuneration.
will normally be attended by Management and the Head of Group • To discuss problems and reservations arising from the external
Internal Audit. Due notice is given of issues to be discussed and audits and any matters the external auditors may wish to
conclusions are minuted. The presence of external auditors is also discuss (in the absence of management where necessary).
requested if necessary. Other Board members and management of
• To review the quarterly announcements made to Bursa
subsidiaries will also attend meetings upon the invitation of the
Malaysia Securities Berhad and year end financial statements
Audit Committee. The Audit Committee met with the external
before submission to the Board focusing on:-
auditors without any management representative presence on 31
1. Going concern assumption
January 2005. This is an annual event.
2. Compliance with accounting standards and regulatory
The external auditors may request a meeting if they consider it requirements
necessary with the members of the Audit Committee. 3. Any changes in accounting policies and practices
4. Significant issues arising from the audit
The Secretary of the Audit Committee is the Company Secretary. 5. Major subjective areas
Minutes of each meeting shall be distributed to each member of
• To evaluate the performance of Group Internal Audit Division.
the Board. The Chairman of the Audit Committee shall report on
• To review the external auditors management letter and
each meeting to the Board. The quorum is met by attendance of
management’s response.
any two members. In 2004 there were 4 Audit Committee
meetings. The details of attendance of the meetings are as follows:- • To monitor related party transactions entered into by the
Company and the Group.
Tan Sri Datuk Asmat Kamaludin 4/4
• To review the minutes of other audit committees within the
En Mohd Salleh Mahmud 4/4
Group and be satisfied that all matters arising are being
En Izlan Izhab 2/2 appropriately addressed by these other audit committees.
• To consider any conflict of interest situation that may arise
The Audit Committee meetings were held on the following dates:- within the listed issuer or group including any transaction,
24 February 2004 procedure or course of conduct that raises question of
26 April 2004 management integrity.
30 July 2004 • To consider the assistance given by the employees of the listed
issuer to the external auditors.
27 October 2004
• To perform any other functions as authorised by the Board. In 2004, the Group IAD implemented various process engineering
• To review and discuss significant and unusual events. exercises as follows:-
• Reorganised the set up of the division including setting up of
Credit Department to focus on credit risk and the introduction
SUMMARY OF ACTIVITIES
of Central Auditors concept.
During the year under review, the Audit Committee carried its
• The introduction and implementation of certification to Common
duties as set out in the terms of reference. Among the main areas
Audit Findings (CAF).
discussed by the Audit Committee during the year were as follows:-
• The development and implementation of Self-Audit Questionnaires
• Reviewed the audit scopes, programmes, functions and
(SAQ).
resources requirement of the Group Internal Audit Division and
• Recommended on the introduction of Rules of Business
that it has the necesary authority to carry out its work.
Conduct that were implemented.
• Reviewed the annual audit plan, audit report and the scope of
• The development and implementation of new grading system
work with external auditors.
with emphasis on risk and its impact to the financial position
• Reviewed the internal audit reports, audit recommendation and
and business of the audited business units.
management response to these recommendations.
• The introduction of virtual/desktop auditing as part of the audit
• Reviewed the financial statements of the Group on a quarterly
process.
basis and the draft announcement to Bursa Securities before
• Conceptualised the new audit approach of reviewing the whole
recommending them for the approval of the Board of Directors.
business in the region in terms of business prospects and
• Reviewed the statements included in the Annual Report
opportunities.
namely Statement of Corporate Governance and Statement on
Internal Control.
In 2004, 549 reports were issued compared to 414 reports in 2003.
• Initiated a high level review of the Group Internal Audit Function The Division achieved an improvement of 32.6% in reports issued
by an external party. as compared to 2003 with an increase in personnel of 14.7%.
• Monitored and reviewed the action plan timelines for points Other activities in 2004 conducted by Group IAD include:-
raised during Audit. • Various training and development programmes.
• Reviewed the annual audited financial statements of the • Co-sourcing with external consultants in auditing of Treasury,
Company and the Group with external auditors prior to Risk Management and IT.
submission to the Board of Directors for their approval. The
• Special review on specific areas of operations.
review would entail due compliance with provision of the
• Introduce the BCB Young Leaders programme together with BCB.
Companies Act, 1965 and the Banking and Financial Institution
Act, 1989, Listing Requirement of Bursa Securities, applicable
In 2005, Group IAD will strive to enhance its value added assurance
approved accounting standards in Malaysia as well as other
services with emphasis as a change agent and knowledge
legal and regulatory requirements.
repository for best practices.
• In accordance with the new ESOS Guidelines issued by Bursa
Securities in February 2004, the Audit Committee verified that
the allocation of ESOS Options during the year were in
accordance with the relevant criteria set.
Strategic Risk Management Framework The GRMC is primarily responsible for the effective functioning
Acknowledging and thus responding to these challenges, in of the integrated risk management function within the Group
January 2004, the Group Risk Management Committee (GRMC) which includes formulating and reviewing the risk strategy,
initiated a Strategic Risk Management Framework (Framework) approving and periodically reviewing the Group’s risk
project. The project was completed and approved by the Board in management policies in line with the risk strategy, defining the
June 2004. The approach taken in this Framework reflects the risk management objectives across risk categories and business
Group’ s risk aspiration, profile, philosophy and strategy. lines, setting appropriate risk appetite, reviewing the risk based
economic capital, reviewing the overall risk profile, approving the
The prime objective of the Framework is to put in place
contingency plan for dealing with various extreme internal/
integrated risk management capabilities that enable the holding
external events and disasters, and ensuring a risk aware culture
company to achieve a single view of risks across CAHB and its
within the Group.
various subsidiaries and business operations and to gain strategic
competitive advantage from its risk management capabilities. The Risk Management Department (RMD) has been entrusted by
GRMC to complement the functions of GRMC and to implement
The framework provides a holistic approach by segmenting
several Group wide risk related initiatives to cultivate and
financial risk management into four areas that covers strategy,
increase the risk awareness within the Group. During the year,
organisation, process and measurement.
RMD has arranged a number of meetings for directors and senior
management of the Group. Internal discussion on and sharing of
3 Key Principles of Strategic Risk Management Framework
risk related matters are encouraged in order to optimise and
improve the Group’s strengths.
Principle 1: Retain the dynamism of the Group and the
subsidiaries’ autonomy in risk management
and risk organisation 2. MAJOR SUBSIDIARIES IN THE GROUP
Principle 2: Drive Holding Company risk management through: At our major subsidiaries, the risk management initiatives
(i) Analysing comprehensive and timely undertaken have advanced further as elaborated in the following
information on subsidiaries’ risk and paragraphs:
performance status through Group Risk a. Bumiputra-Commerce Bank Berhad (BCB) Group
Dashboard At BCB Group, the BCB’s Board Risk Management Committee
(ii) Building processes to speedily control (RMC), which comprises only Non-Executive Directors, sits at
wayward situations if required the apex of the risk management structure of BCB Group. The
RMC provides an oversight and direction of BCB Group’s risk
(iii) Enhancing consistency in risk management
profile and risk appetite, including formulation of risk policies;
approaches through periodic intra-group risk
and reviews and ensures risk exposures are within the defined
management dialogue
parameters and risk limits. Supporting the RMC are three
Principle 3: Build the Group’s capabilities for pro-active specific risk committees, namely Credit Risk Committee,
economic capital management Market Risk Committee and Operational Risk Committee that
meet monthly to review and deliberate on the risk exposure
Integrated within our Framework, we have developed the Group profile reports and accordingly recommend suitable follow-up
Risk Dashboard (Risk Dashboard) to enable CAHB to monitor the actions. These committees are in turn supported by independent
Group’s risk exposure and risk-return performance. The Risk risk management units that report to RMC.
Dashboard is structured to capture the key indicators of CAHB
BCB’s Risk Management Framework includes risk identification,
and its subsidiaries’ risk profile and performance. In combination,
assessment, control, monitoring, and compliance with
the key indicators aim to provide a ‘helicopter’ view of the
regulations, which are duly addressed in the Board-approved
‘health’ of the Group and its subsidiaries.
Risk Management Policy. The implementation of BCB’s
Recognising the fact that the business is dynamic and constantly
Board-approved Risk Management Policy and the monitoring
changing, the Framework also recommends identifying any shifts
of compliance with the policy and limits set are embedded
from the approved strategy and evaluating the resulting impact.
across the risk committees.
Group Risk Management Committee During the year, several new initiatives have been introduced
During the year, the GRMC has sat four times deliberating and and the key risk management initiatives that have been put in
discussing amongst others the Risk Dashboard and various risk place are further refined and improved to be in line with the
related matters. current development in the market and to achieve compliance
with Bank Negara Malaysia (BNM) guidelines, Basel II and
other regulatory authorities.
During the year, TRM has initiated enhancement to the Treasury b. CIMB Berhad (CIMBB) Group
Risk Management Policy to incorporate a new methodology in At CIMBB Group, enterprise-wide risk management framework
risk management (Value-at-Risk) and a Treasury Trading Statement (EWRM) is adopted to manage its risk. The EWRM framework
Policy to comply with the BNM’s market risk adequacy involves the ongoing process of identifying, managing and
framework. ALM has also developed a methodology to compute reporting significant risks that may affect the achievement of its
an Internal Base Lending Rate in response to the introduction business objectives. With EWRM, the Board and management
of BNM’s New Interest Rate Framework. The Funds Transfer are equipped with comprehensive methodology to anticipate
Pricing Policy which was drawn up since last year to centralise and manage both the existing and potential risks. This proactive
the management of interest rate risk, improve performance approach is cascaded down to the rest of the companies in
evaluation and assist asset liability management is currently CIMBB Group through management’s efforts of embedding a
being implemented. strong risk and control culture at the operational level.
For liquidity management, MRC has approved a Liquidity The risk management structure begins with the Board Risk
Contingency Plan and has adopted several measures in Committee which comprises five Non-Executive Directors and
addressing liquidity risk, taking into account market conditions, reports directly to the Board of CIMBB Group. It oversees the
prevailing interest rates, liquidity needs and the desired maturity entire EWRM and provides strategic guidance and reviews
profile of its liabilities. ALM reports to the MRC on maturity decisions made by the various risk committees as well as
mismatches during normal conditions, BCB’s liquidity position establishes the yearly allocation of risk capital to support all
based on BNM’s New Liquidity Framework, concentration of risks taken by CIMBB Group.
funding sources and liquid asset ratio. Additionally, stress test
The day-to-day responsibility for risk management and control
is conducted on the net interest income including worst-case
has been delegated to the Group Risk Committee, which
scenario analysis as well as generation of gap and simulation
reports directly to the Board Risk Committee. The Group Risk
reports which are furnished to MRC on a timely basis. BCB
Committee comprising the senior management of the CIMBB
uses derivative products, such as Interest Rate Swap and
Group performs the oversight function for capital allocations
Cross-Currency Interest Rate Swap, to hedge interest rate risk
and overall risks limit guided by the risk appetite as defined by
in fixed rate loans. All derivative hedgings are done back-to-
the Board. The Group Risk Committee is further supported by
back with counter-parties.
four specialised sub-committees; namely Market Risk
Recognising liquidity risks from treasury activities, BCB’s Committee, Credit Risk Committee, Liquidity Risk Committee
investments portfolios are monitored and marked-to-market by and Operational Risk Committee. These are all Board delegated
TRM regularly and reported to the Investment Committee and committees that meet at least on a monthly basis with respective
MRC on a monthly basis. TRM also monitors the trading cut responsibilities as summarised in the following sub heading.
loss limits and reports to senior management of any breaches
for further escalation.
Market Risk Members of these committees are primarily from the Board of
Market risk arises from changes in market prices such as Directors and senior management of PTBN Group. The Risk
interest rates, exchange rates and share prices. Market risk is Management Committee (which meets at least in every three
managed through risk limits set by the Group Risk Committee. months) determines PTBN Group’s risk appetite based on
The Market Risk Committee oversees the exposure to interest analyses of risk profiles of business within the PTBN Group,
rate, foreign exchange and equity risks and determines that the business opportunities involved and its capital adequacy.
trading, investment and underwriting arrangements are within The decisions made in the executive committees meeting are
defined limits. CIMBB Group has adopted a value-at-risk (VaR) strategic decisions that become operating policies and
approach in the measurement of interest rate, foreign exchange guidelines for all operational level of PTBN Group.
and equity risks.
The Risk Management Committee reviews:
Credit Risk 1. Framework and governance in risk management
Credit risk arises from the losses due to unexpected default
2. Direction, strategy and risk management programme
or a deterioration of business partner’s creditworthiness. The
Credit Risk Committee ensures that the risk exposures 3. Risk profile and capital adequacy analysis
undertaken match the risk appetite of the CIMBB Group, and 4. Policy and implementation for risk management
proper authorisation procedures are adhered to. As an 5. Contingency plans for extraordinary events
immediate effort in implementing Basel II to be inline with
BNM’s requirements, CIMB has adopted Standardised Approach 6. Adequacy of provision made for losses
for credit risk. The responsibility of the other executive committees are
Liquidity Risk summarised under the sub-heading of credit, market, liquidity
Liquidity risk relates to the funding and liquidity management and operational risks below.
of the CIMBB Group’s activities. The Liquidity Risk Committee’s The Risk Management Group supports all risk management
role, amongst others, is to oversee the overall liquidity activities in PTBN Group that include providing data for risk
management of CIMBB Group and to ensure compliance with analysis. The availability of adequate and accurate risk data is
the liquidity framework prescribed by BNM. At CIMBB Group, very crucial for the formulation of the PTBN Group’s policies. In
the liquidity risk management focuses on avoiding over addition, the Risk Management Group is responsible to
dependence on volatile sources of funding, diversification of conduct review of delegation of authority on various limits in
sources of funds and their funding maturity structure, and PTBN Group, including reviewing the quality and progress of
maintenance of sufficient liquid assets. various investment portfolios, improving the system on
Operational Risk internal control, both directly and indirectly through the
Operational risk relates to the potential for losses arising from improvement of the existing policies and procedures.
a breakdown in controls and the implementation of safeguards In addition to the executive committees role, independent
to ensure the proper functioning of people, systems and supervision and control over the PTBN Group’s operations is
facilities. This includes legal and regulatory issues and the conducted by the PTBN Group’s Internal Audit Unit, a working
need to ensure that all work undertaken by CIMBB Group is unit led by the Comptroller.
adequately documented and meets regulatory standards.
These responsibilities have been delegated to the Operational Credit Risk
Risk Committee. In anticipation of the implementation of The credit strategy and goal setting are planned and
Basel II, Operational Risk Sub-Committee has been formed to established by the Credit Risk and Policy Committee who is
develop and implement enterprise-wide operational risk also responsible for managing credit portfolio and credit risk.
framework and initiatives. The Credit Risk and Policy Committee meets at least six times
a year and is chaired by Director of Compliance and Risk
c. PT Bank Niaga (PTBN) Group Management and attended by the President Director and the
At PTBN Group, an integrated risk management policy have other Board of Senior Executive members.
been developed and implemented in which control and
monitoring are conducted through several executive Credit risk is managed based on the review of:
committees which comprise Audit Committee at the level of 1. The diversification of credit risk and portfolio (business
Board Commissioners and the following committees at the segment/ industry sector/ largest borrowers composition)
level of Board of Directors. 2. Credit policy and procedure (including target market and risk
• Risk Management Committee acceptance criteria)
• Credit Risk and Policy Committee 3. Adequacy of provisions for loan losses
• Asset/Liability Committee (ALCO) 4. Other major risk indicators and methods of credit risk
• Market Risk Committee measurement
• Operational and Information Risk Committee In respect of compliance with Basel II, at present PTBN has
opted for Standardised Approach for credit risk.
Liquidity Risk PTBN has a Risk Library and performs operational risk self-
ALCO is responsible for managing liquidity and asset-liability assessment using Control Risk Self Assessment (CRSA) tool
position. The committee meets with business, treasury, credit to identify a specific operational risk profile (high risk potential)
and other relevant units on a monthly basis to ensure that for business lines. The CRSA is also used for identifying
PTBN’s liquidity objectives are met. emerging operational risk issues and determining how these
issues should be managed. PTBN continuously reviews its
PTBN sets the interest rate through interest sensitivity gap
Risk Library and if necessary, revises its policies, procedures
simulation and adjustment between the interest rate of asset
and risk limits to mitigate operational risks arising from data
and liability and source of fund composition.
reconciliation process, money-laundering activities, transaction
PTBN manages its liquidity by focusing on cash inflow and processing, systems interruptions, fraud management and
cash outflow. The gap in cash flow is anticipated through its new product introduction processes.
first tier assets such as reserve requirements and highly liquid
PTBN is in the process of enhancing operational risk
short-term marketable securities. Second tier assets are
management practices through the development of additional
managed through short-term placements with other banks and
operational risk management tools, including Loss Event
available-for-sale long-term marketable securities. Liquidity is
Database, Key Risk Indicator and Risk Dashboard.
also achieved through prudent structuring of PTBN’s funding.
This includes maintaining proper check and balance in the
concentration of the depositors, as well as the amount and 3 . OT H E R S U B S I D I A R I E S I N T H E G R O U P
maturity of deposits. In addition, PTBN assures liquidity by
a. Commerce Life Assurance Berhad (Commerce Life)
maintaining its ability to access the financial market, which is
At Commerce Life, the Risk Management Committee is
dependent upon its credibility and market standing.
responsible to implement the Risk Management Framework
Market Risk which has been approved by the Board of Directors in 2002.
Market risk involves the possibility of losses incurred from The committee is scheduled to meet four times annually.
changes in interest rate and foreign exchange rate due to Additionally, the monthly Board of Directors meeting provides
market volatility. PTBN monitors these changes and their the avenue for the Board to cascade downwards to the
impact on its portfolios as well as net open positions as part of management the level of acceptable risk.
its market risk management, through the Market Risk
Committee. b. Commerce Asset Ventures Sdn Bhd (CAV)
At CAV, a risk management framework has been implemented
The Market Risk Committee defines acceptable limits on during the financial year to manage its risks through a
trading exposures, including daily net open position limits and mechanism of an enterprise-wide Risk Control Report to assist
potential losses on current positions. Factors considered in the Board in reviewing and monitoring the risks. The management
setting these position limits include risk and return levels of the risks is under the overall strategy determined by the
acceptable by management. Position limits are reviewed at CAV’s Risk Management Committee and the implementation
least twice a year, although in periods of extreme volatility they is coordinated by the CAV’s Risk Management Division. Major
are scrutinised more often or suspended altogether momentarily. risks identified will be discussed in the Management Committee
Trading limits are monitored daily on a mark-to-market basis meeting for possible solutions. The implementation of the
and by applying the VaR concept. Thus, by keeping track of its proposed solutions will be carried out by the risk owner and
daily VaR, PTBN is in a position to liquidate its gap, which monitored by the Risk Management Division.
indicates a potential loss greater than the allowable limits.
c. Commerce Assurance Berhad (formerly known as AMI
PTBN is currently preparing the implementation of Treasury Insurans Berhad) (Commerce Assurance)
and Risk Management System Automation to enhance the Commerce Assurance has adopted an Enterprise Risk
effectiveness and efficiency of its treasury and risk management. Management Framework during the financial year intended to
Operational Risk consider the balance between risk and reward in day-to-day
Operational risk includes the risks that arise from failure of planning, execution and monitoring of the strategy and the
internal processes. Operational risk is less direct than credit achievement of its corporate goals in order to optimise the
and market risk but managing them is equally critical. For this rewards gained from business and operational activities. The
purpose, PTBN Group has an Operational and Information Risk approach to the management and control of risks is determined
Committee which defines the roles and responsibilities for by the appetite and tolerance level as defined by the Board.
managing and reporting operational risks arising from the daily The adoption of the Framework is the responsibility of the
operation of PTBN Group. Board, while its implementation is delegated to the Chief
Executive Officer. A Risk Management Committee comprising
a minimum of 3 non-executive directors supports the Board in
carrying out its role. The Risk Management Committee
oversees senior management’s activities in managing key risk
areas and ensures that the risk management process is in
place and functioning effectively.
The Directors are required by the Companies Act, 1965 to The Directors have responsibilities for ensuring that the
prepare financial statements for each financial year which give Company and the Group keep accounting records which
a true and fair view of the state of affairs of the Company and disclose with reasonable accuracy the financial position of the
the Group at the end of the financial year and of their results Company and the Group and which enable them to ensure that
and cash flow for the financial year then ended. the financial statements comply with the Companies Act, 1965,
applicable and approved accounting standards in Malaysia and
In preparing the financial statements, the Directors have:- Bank Negara Malaysia Guidelines.
• Considered the applicable approved Malaysian accounting
The Directors have general responsibility for taking such steps
standards.
as are reasonably open to them to safeguard the assets of the
• Adopted and consistently applied appropriate accounting Company and the Group to prevent and detect fraud and other
policies. irregularities.
• Make judgments and estimates that are prudent and reasonable.
Directors’ Report 86
Statement by Directors 92
Statutory Declaration 92
The Directors have pleasure in submitting their annual report to the members together with the audited financial statements of the
Group and the Company for the financial year ended 31 December 2004.
P R I N C I PA L AC T I V I T I E S
The principal activities of the Company are those of investment holding, management company, property management, provision
of consultancy services and dealing in securities. The principal activities of the subsidiaries are set out in Note 10 to the financial
statements. There was no significant change in the nature of these activities during the financial year.
F I N A N C I A L R E S U LTS
DIVIDENDS
The dividends paid, declared or proposed since the end of the Company’s previous financial year were as follows:
RM’000
(a) In respect of the financial year ended 31 December 2003
• A first and final dividend of 5 sen gross per ordinary share less tax at 28%, paid on 11 May 2004
– as shown in the Directors’ report of that year, dividend on 2,593,107,260 shares 93,352
– dividend on the additional 70,973,000 shares due to exercise of employee share option scheme 2,555
• A special dividend of 5 sen gross per ordinary share less tax at 28%, paid on 11 May 2004
– as shown in the Directors’ report of that year, dividend on 2,593,107,260 shares 93,352
– dividend on the additional 70,973,000 shares due to exercise of employee share option scheme 2,555
191,814
RM’000
(b) In respect of the financial year ended 31 December 2004
• A first and final dividend of 10 sen gross per ordinary share less tax at 28% 193,805
• A special dividend of 5 sen gross per ordinary share less tax at 28% 96,903
290,708
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the
financial statements.
I S S UA N C E A N D C A N C E L L AT I O N O F S H A R E S
During the financial year, the issued and fully paid ordinary share capital was increased from 2,628,960,260 to 2,691,740,260
ordinary shares of RM1.00 each by the issue of:
(a) Number of
shares Class of
(‘000) Purpose of issue issue Term of issue
93,764 Exercise of Employee Share Option Ordinary At premium of RM2.13 per share
Scheme (“ESOS”)
4,646 Exercise of Employee Share Option Ordinary At premium of RM2.62 per share
Scheme (“ESOS”)
223 Exercise of Employee Share Option Ordinary At premium of RM2.69 per share
Scheme (“ESOS”)
The newly issued shares rank pari passu in all respects with the existing issued shares.
(b) On 27 February 2004, the Company has cancelled 35,853,000 ordinary share capital previously held as treasury shares.
E M P L OYE E S H A R E O P T I O N S C H E M E
On 20 November 2002, the Company implemented an Employee Share Option Scheme (“ESOS 2002/2007”). The ESOS 2002/
2007 is governed by the by-laws which were approved by the shareholders on 26 April 2002.
(b) The total number of new ordinary shares available under the Scheme shall not exceed 10% of the total issued and paid-up
share capital of the Company at any point of time during the existence of the Scheme, which shall be in force for a period of
five years, expiring on 19 November 2007 or any extension thereof.
(c) No option shall be granted for less than 1,000 shares and shall always be in multiples of 1,000 ordinary shares.
(d) The subscription price for each RM1.00 share shall be higher of the following:
(i) the weighted average market price of the shares of the Company as shown in the Daily Official List of the Bursa
Malaysia Securities Berhad (“Bursa Securities”) for the five market days immediately preceding the offer date with an
allowance for a discount of not more than ten per centum therefrom at the Option Committee’s discretion; or
(e) The consideration is payable in full on application. The options granted do not confer any right to participate in any share
issue of any other company.
On 22 November 2002, 211,448,000 share options were offered at an option price of RM3.13 per share option to eligible
employees.
E M P L OYE E S H A R E O P T I O N S C H E M E ( C O N T I N U E D )
(b) On 7 January 2004, 351,000 share options were offered at an option price of RM3.69 per share option (being the 5 days
weighted average price from 26 December 2003 to 5 January 2004, net of 10% discount).
(c) On 14 October 2004, 37,721,000 share options were offered at an option price of RM4.05 per share option (being the 5 days
weighted average price from 7 October 2004 to 13 October 2004, net of 10% discount).
These issuances have similar main features with the first issuance and governed by the similar by-laws which were approved by
the shareholders on 26 April 2002.
S H A R E B UY B AC K
The shareholders of the Company, via an ordinary resolution passed at the Annual General Meeting held on 19 April 2004, approved
the Company’s plan and mandate to authorise the Directors of the Company to buy back its own shares up to 10% of existing total
paid-up share capital. The Directors of the Company are committed to enhance the value of the Company to its shareholders and
believe that the share buyback can be applied in the best interests of the Company and its shareholders.
There were no share buyback transactions and resale of treasury shares during the financial year. The Company has cancelled
35,853,000 treasury shares against the share capital on 27 February 2004. The adjusted number of issued and fully-paid shares
with voting rights as at financial year end was 2,691,740,260 shares.
D I R EC TO R S
The Directors of the Company who have held office since the date of the last report and at the date of this report are as follows:
Tan Sri Dato’ Mohd Desa Pachi
Tan Sri Datuk Asmat Kamaludin
Dr. Rozali Mohamed Ali
Dato’ Anwar Aji
Mohd Salleh Mahmud
Dr. Roslan A. Ghaffar
Izlan Izhab (appointed on 26.7.2004)
Masayuki Kunishige (resigned on 28.6.2004)
Tan Sri Dato’ Mohd Desa Pachi, being over seventy years of age, retires in accordance with Section 129 of the Companies Act,
1965 and offers himself for re-appointment in accordance with Section 129(6) of the Act to hold office until the conclusion of the
next Annual General Meeting of the Company.
In accordance with Article 76 of the Articles of Association, Dato’ Anwar Aji and Dr. Roslan A. Ghaffar, retire from the Board at the
forthcoming Annual General Meeting and being eligible, offer themselves for re-election.
In accordance with Article 83 of the Articles of Association, Izlan Izhab, retires from the Board at the forthcoming Annual General
Meeting and being eligible, offers himself for re-election.
D I R EC TO R S ’ B E N E F I T S
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 Employee Share Option Scheme (see Note 26
to the financial statements) and other than those disclosed in this report.
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than directors’
remuneration disclosed in Note 35 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 he is a member, or with a company in which he has a substantial financial
interest.
D I R EC TO R S ’ I N T E R E S TS I N S H A R E S A N D E M P L OYE E S H A R E O P T I O N S C H E M E
According to the Register of Directors’ Shareholdings, the Directors’ beneficial interests in the shares and share option of the
Company and its subsidiary during the financial year are as follows:
No. of ordinary shares of RM1 each
As at As at
1 January Bought Sold 31 December
CIMB Berhad
Tan Sri Datuk Asmat Kamaludin 50,000 – – 50,000
Dr. Rozali Mohamed Ali 201,000 – – 201,000
Mohd Salleh Mahmud 50,000 – – 50,000
None of the other Directors in office at the end of the financial year held any interest in the shares and employee share option of
the Company and its subsidiaries during the financial year.
S TAT U TO RY I N FO R M AT I O N O N T H E F I N A N C I A L STAT E M E N T S
Before the income statements and balance sheets 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 provision for
doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been
made for doubtful debts; and
(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 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 provisions for doubtful debts in the financial
statements of the Group and 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 Company
misleading; or
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and
Company misleading or inappropriate.
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 substantially affect the ability of the Group and
Company to meet their obligations when they fall due.
(b) any contingent liability of the Group or Company which has arisen since the end of the financial year other than in the
ordinary course of business.
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.
S TAT U TO RY I N FO R M AT I O N O N T H E F I N A N C I A L STAT E M E N TS ( C O N T I N U E D )
(b) except as disclosed in Note 46 to the financial statements, 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 Company for the financial year in which this report is made.
A U D I TO R S
Kuala Lumpur
28 February 2005
We, Tan Sri Dato’ Mohd Desa Pachi and Dr. Rozali Mohamed Ali, two of the Directors of Commerce Asset-Holding Berhad, state
that, in the opinion of the Directors, the financial statements set out on pages 94 to 212 are drawn up so as to give a true and fair
view of the state of affairs of the Group and Company as at 31 December 2004 and of the results and cash flows of the Group and
Company for the financial year ended on that date in accordance with the applicable approved accounting standards in Malaysia,
Bank Negara Malaysia Guidelines and the provisions of the Companies Act, 1965.
Kuala Lumpur
28 February 2005
Statutory Declaration
pursuant to Section 169(16) of the Companies Act, 1965
I, Mohd Shukri Hussin, the Officer primarily responsible for the financial management of Commerce Asset-Holding Berhad, do solemnly
and sincerely declare that the financial statements set out on pages 94 to 212 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.
Subscribed and solemnly declared by the abovenamed Mohd Shukri Hussin at Kuala Lumpur before me, on 28 February 2005.
We have audited the financial statements set out on pages 94 to 212. These financial statements are the responsibility of the
Company’s Directors. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965, Bank Negara
Malaysia Guidelines and the applicable approved accounting standards in Malaysia so as to give a true and fair view of:
(i) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and
(ii) the state of affairs of the Group and Company as at 31 December 2004 and of the results and cash flows of the Group
and Company for the financial year ended on that date;
and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by the subsidiaries of
which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
The names of subsidiaries of which we have not acted as auditors are indicated in Note 10 to the financial statements. We have
considered the financial statements of these subsidiaries and the auditors’ reports thereon.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial
statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial
statements and we have received satisfactory information and explanations required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any
adverse comment made under subsection 3 of Section 174 of the Act.
Kuala Lumpur
28 February 2005
Assets
Cash and short-term funds 2 16,634,934 14,054,557
Securities purchased under resale agreements 4,498,908 109,276
Deposits and placements with banks and other financial institutions 3 1,443,047 294,520
Dealing securities 4 8,295,118 10,366,978
Investment securities 5 12,173,949 11,947,433
Loans and advances 6 62,603,030 54,496,898
Other assets 7 2,275,005 3,734,036
Deferred taxation 8 321,347 359,924
Tax recoverable 466,877 44,318
Statutory deposits with Bank Negara Malaysia 9 1,934,890 1,473,860
Associates 11 71,145 55,377
Jointly controlled entities 12 121,416 –
Fixed assets 13 779,492 675,540
Goodwill 14 351,503 321,260
Total assets 111,970,661 97,933,977
Assets
Cash and short-term funds 2 1,328,411 414,514
Dealing securities 4 336,460 152,271
Investment securities 5 218,042 204,845
Loans and advances 6 3,058 2,707
Other assets 7 1,399 581,105
Subsidiaries 10 4,251,770 4,337,820
Amount owing by subsidiaries net of provision
for doubtful debts of RM852,820 (2003: RM852,820) 413,607 494,072
Associates 11 3,834 3,834
Fixed assets 13 100,514 65,346
Total assets 6,657,095 6,256,514
Capital Convertible
reserve Exchange bonds
Share Share Statutory Merger arising on fluctuation Treasury (equity Retained
The Group Note capital premium reserves reserve consolidation reserves shares component) profit Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2004 2,628,960 1,786,730 1,330,562 65,746 15,949 31,754 (153,992) – 2,193,878 7,899,587
Currency translation
differences 28 – – – – – (90,877) – – – (90,877)
Net loss not recognised
in the income statement – – – – – (90,877) – – – (90,877)
Net profit for the financial
year – – – – – – – – 752,227 752,227
Dividend for 2003 38 – – – – – – – – (191,814) (191,814)
Transfer to statutory reserve 28 – – 146,767 – – – – – (146,767) –
Issue of share capital arising
from exercise of Employee
Share Option Scheme 26 98,633 212,488 – – – – – – – 311,121
Cancellation of treasury shares 29 (35,853) (118,139) – – – – 153,992 – – –
Arising from accretion of equity
interests in subsidiary – – – – 11,418 – – – 27,904 39,322
Issue of convertible bonds
– equity component 22 – – – – – – – 68,173 – 68,173
At 31 December 2004 2,691,740 1,881,079 1,477,329 65,746 27,367 (59,123) – 68,173 2,635,428 8,787,739
Capital
reserve Exchange
Share Share Statutory Merger arising on fluctuation Treasury Retained
The Group Note capital premium reserves reserve consolidation reserves shares profit Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2003 2,586,290 1,695,842 1,158,754 65,746 28,233 54,460 (103,114) 1,682,988 7,169,199
Currency translation
differences 28 – – – – – (22,703) – – (22,703)
Net loss not recognised
in the income
statement – – – – – (22,703) – – (22,703)
Net profit for the financial
year – – – – – – – 782,300 782,300
Dividend for 2002 38 – – – – – – – (95,386) (95,386)
Transfer to statutory
reserve 28 – – 239,265 – – – – (239,265) –
Issue of share capital
arising from exercise
of Employee
Share Option Scheme 26 42,670 90,888 – – – – – – 133,558
Purchase of treasury
shares 29 – – – – – – (50,878) – (50,878)
Arising from dilution/
disposal of equity
interests in subsidiary – – (67,457) – (12,284) (3) – 63,241 (16,503)
At 31 December 2003 2,628,960 1,786,730 1,330,562 65,746 15,949 31,754 (153,992) 2,193,878 7,899,587
Non-distributable Distributable
Share Share Treasury Retained
The Company Note capital premium shares profit Total
RM’000 RM’000 RM’000 RM’000 RM’000
Operating Activities
Profit before taxation 1,090,124 1,240,867
Adjustments for:
Depreciation of fixed assets 128,418 127,393
Gain on disposal of fixed assets (186) (666)
Gain on disposal of leased assets (122) (27)
Fixed assets written off 110 454
Unrealised foreign exchange gain (16,759) (33,684)
Dividends from dealing and investment securities (19,623) (29,524)
Loan loss and provision 1,229,826 683,372
Net interest suspended 226,439 202,968
Gain on sale of investment securities (58,638) (256,309)
Net profit from dealing securities (135,165) (238,017)
(Write back of)/provision for diminution of investment securities (41,358) 285,860
Provision for amounts recoverable from Danaharta – 62,418
Accretion of discounts less amortisation of premium (87,180) (125,638)
Amortisation of goodwill 13,196 14,214
Amortisation of premium of associates 43 1,041
Gain on disposal of associate (5,116) (20,881)
(Gain)/loss on disposal of subsidiary shares (73,371) 18,957
Share of results of associates (3,769) (10,936)
(Write back)/write down of dealing securities (70,692) 74,932
Provision for other receivables 11,527 12,642
Provision for/(write back of) commitments and contingencies 259 (2,101)
Share of results of jointly controlled entities 3,509 –
1,101,348 766,468
2,191,472 2,007,335
(Increase)/decrease in operating assets
Securities purchased under resale agreements (4,389,632) (31,828)
Deposits and placements with banks and other financial institutions (1,014,266) 1,521,698
Dealing securities 2,277,717 517,578
Loans and advances (9,593,760) (6,536,871)
Other assets 976,621 (352,574)
Statutory deposits with Bank Negara Malaysia (461,030) 120,565
(12,204,350) (4,761,432)
Increase/(decrease) in operating liabilities
Deposits from customers 10,950,946 2,274,709
Deposits and placements of banks and other financial institutions (832,940) 39,222
Obligations on securities sold under repurchase agreements 1,057,441 951,788
Amount due to Cagamas Berhad 981,625 (188,264)
Bills and acceptances payable (1,783,517) 1,028,717
Other liabilities 954,183 (299,269)
11,327,738 3,806,903
Cash flows generated from operations 1,314,860 1,052,806
Taxation paid (378,281) (69,875)
Net cash flow generated from operating activities 936,579 982,931
Investing Activities
Proceeds from disposal of fixed assets 15,588 13,983
Dividends received from investment securities 19,623 29,524
Proceeds from disposal of associate 143,449 15,510
Proceeds on disposal of subsidiary shares 106,819 254,890
Proceeds from disposal of investment securities 150,969 4,431,489
Cash (outflow)/inflow from acquisition of subsidiary (174,500) 10,181
Acquisition of additional interest in subsidiary – (17,558)
Purchase of fixed assets (207,663) (139,050)
Issuance of perpetual preference shares 200,000 –
Investment in jointly controlled entities (125,000) –
Financing Activities
Dividends paid to shareholders (191,814) (95,386)
Redemption of ICULS (43,813) (7,032)
Proceeds from issuance of shares of the Company 311,121 133,558
Proceeds from /(repayment of) other borrowings 167,901 (135,103)
Proceeds from subordinated notes 379,488 1,140,000
Net proceeds from syndicated term loan 988,000 190,000
Redemption of loan stocks (103,598) (58,170)
Repayment of syndicated term loans (760,000) –
Redemption of 1.75% Redeemable Euro-Convertible Bonds 1994/2004 (2,964) –
Proceeds from floating rate certificates of deposits 342,000 –
Proceeds from bond issuance 480,291 –
Purchase of treasury shares – (50,878)
Operating Activities
Profit before taxation 300,383 379,309
Adjustments for:
Depreciation of fixed assets 2,244 2,178
Gain on disposal of fixed assets (304) (92)
Gain on disposal of associate – (39,222)
Gain on disposal of subsidiary shares (40,610) (123,942)
Unrealised foreign exchange loss 1,282 –
Dividends from subsidiaries (246,970) (184,686)
Dividends from dealing and investment securities (6,773) (3,942)
Net profit from dealing securities (10,795) (3,372)
Write back of provision for diminution of investment securities (1,019) –
Write back of dealing securities – (21,948)
Interest expense on short-term borrowings – 729
Interest expense on bonds 45,239 40,535
Accretion of investment gain (30,316) (27,982)
Accretion of discounts less amortisation of premium (13,522) (12,633)
(301,544) (374,377)
(1,161) 4,932
(Increase)/decrease in operating assets
Loans and advances (351) (510)
Dealing securities (194,061) (43,034)
Other assets 438,839 120,034
244,427 76,490
Decrease in operating liabilities
Other liabilities (13,139) (63,445)
(13,139) (63,445)
Cash flows generated from operations 230,127 17,977
Net taxation refund 21,396 23,933
Interest paid on short-term borrowings – (966)
Net cash flow generated from operating activities 251,523 40,944
Investing Activities
Proceeds from disposal of fixed assets 1,663 106
Proceeds from disposal of investment securities 333 26,481
Proceeds from disposal of associate 139,590 15,510
Purchase of subsidiary (173,500) –
Proceeds from disposal of subsidiaries 35,000 –
Purchase of preference shares in subsidiary (33,000) –
Proceeds from disposal of dealing securities 21,674 19,050
Purchase of fixed assets (38,771) (967)
Repayment from/(advances to) subsidiaries 135,329 (135,500)
Disposal of interest in subsidiary 35,306 237,332
Capital return on investment in subsidiary 262,854 –
Dividends from subsidiaries 194,234 132,974
Dividends from investment securities 5,743 3,118
Financing Activities
Dividends paid to shareholders (191,814) (95,386)
Interest paid to bondholders (40,424) (40,758)
Proceeds from issuance of shares of the Company 311,121 133,558
Repayment of short-term borrowings – (50,000)
Redemption of 1.75% Redeemable Euro-Convertible Bonds 1994/2004 (2,964) –
Purchase of treasury shares – (50,878)
Net cash flow generated from/(used in) financing activities 75,919 (103,464)
Net increase in cash and cash equivalents during the financial year 913,897 235,584
Cash and cash equivalents at beginning of the financial year 414,514 178,930
Cash and cash equivalents at end of the financial year 44 1,328,411 414,514
The following accounting policies have been used consistently in dealing with items that are considered material in relation to the
financial statements and are also consistent with those applied in the previous year.
A B A S I S O F P R E PA R AT I O N O F T H E F I N A N C I A L STAT E M E N T S
The financial statements of the Group and the Company are prepared under the historical cost convention, unless otherwise
indicated in this summary of significant accounting policies.
The financial statements of the Group and the Company have been prepared in accordance with the applicable approved
accounting standards in Malaysia, Bank Negara Malaysia Guidelines and the provisions of the Companies Act, 1965.
B B A S I S O F C O N S O L I DAT I O N
The consolidated financial statements include the audited financial statements of the Company and all its subsidiaries made
up to the end of the financial year. The Company adopts both the acquisition and merger methods of consolidation.
When the acquisition method is adopted, the excess of the fair value of the purchase consideration over the Group’s share of
fair values of separable net assets of subsidiaries at the date of acquisition is included in the consolidated financial
statements as goodwill on consolidation and is amortised on a straight line basis over a period of 25 years. In the case,
where the Group’s share of the fair values of their separable net assets at the date of acquisition is in excess of the purchase
consideration, the difference will be recognised as reserve on consolidation in the balance sheet. The results of subsidiaries
acquired or disposed of during the financial year are included from the date of acquisition up to the date of disposal.
At each balance sheet date, the Company 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 their recoverable amount. See accounting policy Note X on impairment of assets.
Subsidiaries which were acquired in the past and have met the criteria for merger accounting under the then Malaysian
Accounting Standard 2, Accounting for Acquisitions and Mergers, are accounted for using merger accounting principles.
When the merger method is used, the cost of investment in the Company’s books is recorded as the nominal value of
shares issued and the difference between the carrying value of the investment and the nominal value of shares transferred
is treated as merger reserves in accordance with merger relief provisions under Section 60(4) of the Companies Act, 1965.
The results of the subsidiaries being merged are included for the full financial year. The current applicable approved
accounting standard for business combinations is MASB 21 Business Combinations which is effective for accounting period
commencing 1 July 2001. As allowed under the standard, the provisions of the standard are applied prospectively and no
retrospective changes in respect of the previous merger accounting have been made.
All material transactions and balances between group companies are eliminated and the consolidated financial statements
reflect external transactions only. Where necessary, accounting policies for subsidiaries have been changed to ensure
consistency with the policies adopted by the Group.
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 together with any unamortised balance of goodwill on acquisition.
Minority interest is measured at the minorities’ share of the post acquisition fair values of the identifiable assets and
liabilities of the acquiree company. Separate disclosure is made on minority interest.
C SUBSIDIARIES
The Company treats as subsidiaries, those companies in which the Company controls the composition of its Board of
Directors or more than half of its voting power, or holds more than half of its issued ordinary share capital.
Investments in subsidiaries are stated at cost. Where an indication of impairment exists, the carrying amount of the
investment is assessed and written down to its recoverable amount.
External costs directly attributable to an acquisition, other than cost of issuing shares and other capital instruments, are
included as part of the cost of acquisition.
D J O I N T LY C O N T R O L L E D E N T I T I E S
Jointly controlled entities are corporations, partnerships or other entities over which there are contractually agreed sharing of
control by the Group with one or more parties. The Group’s interest in jointly controlled entities is accounted for in the
consolidated financial statements by equity method of accounting.
Investment in a jointly controlled entity is stated at cost. Where an indication of impairment exists, the carrying amount of
the investment is assessed and written down to its recoverable amount.
Equity accounting involves recognising the Group’s share of the post acquisition results of jointly controlled entities in the
income statement and its share of post acquisition movements within reserves in reserves. The cumulative post acquisition
movements are adjusted against the cost of the investment and includes goodwill on acquisition. These amounts are taken
from the latest management financial statements of the jointly controlled entities concerned, made up to the financial year of
the Group.
E A S S O C I AT E S
The Group treats as an associate, a company in which the Company has a long term equity interest of between 20% to 50%
and where the Company can exercise significant influence through management participation. Investments in associates are
accounted for in the consolidated financial statements by the equity method of accounting.
Premium arising from the acquisition of associates is amortised over 25 years. The carrying amount of such goodwill is
reassessed when there is an indication of impairment and written down where it is considered necessary.
Investments in associates are stated at cost. Where an indication of impairment exists, the carrying amount of the
investment is assessed and written down to its recoverable amount.
The Group’s share of profits and losses of associates is included in the consolidated income statement and the Group’s
share of post-acquisition retained profits and reserves are added to the cost of investments in the consolidated balance
sheet. These amounts are taken from the latest management financial statements of the associates concerned, made up to
the end of the financial year of the Group.
F R EC O G N I T I O N O F I N T E R E S T I N C OM E
Interest income is recognised on an accrual basis. Interest income on housing and term loans is recognised by reference to
rest periods which are either daily, monthly or yearly. Interest earned on hire purchase, leasing and block discounting
agreements is spread over the terms of the loans, using the “Sum-of-Digit” method so as to produce a constant periodic
rate of interest by reference to monthly rest periods.
Accretion of discount and amortisation of premium for investment securities are recognised on the effective yield basis.
Where an account is classified as non-performing, recognition of interest income is suspended until it is realised on a cash
basis. Customers’ accounts are classified as non-performing where repayments are in arrears for 3 months or more from
first day of default for loans and overdrafts, and after 3 months from maturity date for trade bills, bankers’ acceptances and
trust receipts.
The policy on suspension of interest of Malaysian subsidiary banks is in conformity with the Bank Negara Malaysia’s
“Guidelines on the Classification of Non-Performing Loans and Provision for Substandard, Bad and Doubtful Debts” (“GP3”).
G R EC O G N I T I O N O F F E E S A N D OT H E R I N C OM E
Loan and advances arrangement fees, management and participation fees, commissions and guarantee fees, acceptance
and underwriting commissions are recognised as income when all conditions precedent are fulfilled.
Accretion of investment gain on the debt securities held for investment is recognised on a time proportion basis based on
the effective yield method.
Portfolio management fees, commitment fees and guarantee fees which are material are recognised as income based on
time apportionment.
Brokerage fees which are material are recognised as income based on inception of such transactions.
Fees from advisory and corporate finance activities are recognised as income on completion of each stage of the engagement
and issuance of invoice.
Dividends from subsidiaries are recognised when the shareholder’s right to receive payment is established. Dividends from
dealing securities and investment securities are recognised when received.
I P R O V I S I O N FO R B A D A N D D O U B T F U L D E B T S
Specific provisions are made for doubtful debts which have been individually reviewed and specifically identified as bad or
doubtful.
A general provision based on a percentage of the loans portfolio is also made to cover possible losses which are not
specifically identified.
An uncollectible loans or portion of loans classified as bad is written off after taking into consideration the realisable value of
collateral, if any, when in the judgement of the management, there is no prospect of recovery.
The policy on provision for non-performing debts of Malaysian subsidiary banks is in conformity with the minimum
requirements of Bank Negara Malaysia’s “Guidelines on the Classification of Non-Performing Loans and Provision for
Substandard, Bad and Doubtful Debts” (“GP3”) as well as Bursa Securities Schedule 7 requirement.
With regards to provisioning for subordinated debts subscribed by the subsidiary bank arising from its collateralised bond
obligation, the subordinated debts are held at cost and provision is made for any diminution based on the position of the
special purpose vehicle and its underlying assets.
Conversely, obligations on securities sold under repurchase agreements are securities which the Group had sold from its
portfolio, with a commitment to repurchase at future dates. Such financing transactions and the obligation to repurchase the
securities are reflected as a liability in the balance sheet. Securities sold are not recognised in the financial statements.
The difference between sale and repurchase price as well as purchase and resale price is treated as interest and accrued
over the life of the resale/repurchase agreement using effective yield method.
K D E A L I N G S EC U R I T I E S
Dealing securities are marketable securities that are acquired and held with the intention of resale in the short term, and are
stated at the lower of cost and market value. All related realised gains and losses and unrealised losses are included in the
net trading income. Interest earned while holding dealing securities is reported as interest income. Dividends received are
included in dividend income.
Transfers, if any, between dealing and investment securities are made at the lower of cost and market value.
L I N V E S T M E N TS S EC U R I T I E S
Investment securities are securities that are acquired and held for yield or capital growth or to meet minimum liquid assets
requirement pursuant to Bank Negara Malaysia’s New Liquidity Framework. Investment securities are usually held to
maturity.
Malaysian Government securities, Malaysian Government treasury bills, Malaysian Government investment certificates,
Cagamas bonds, other Government securities and bank guaranteed and Bank Negara Malaysia exempted Private Debt
Securities held for investment are stated at cost adjusted for amortisation of premium or accretion of discount to maturity
date. Other private debt securities are valued at the lower of cost and market value. Other investment securities are stated
at cost and provision is made in the event of any permanent diminution in value.
Amortisation of premium or accretion of discount is recognised using effective yield method. Interest earned while holding
investment securities is reported as interest income. Dividends received are included in dividend income.
Transfers, if any, between investment and dealing securities are made at the lower of carrying value and market value.
M F I X E D A S S E TS A N D D E P R EC I AT I O N
Fixed assets are stated at cost less accumulated depreciation and accumulated impairment loss. Fixed assets are not stated
at revalued amount. Freehold land and leasehold land with lease period of 800 years and above and capital work-in-progress
are not depreciated. Depreciation of other fixed assets is calculated to write-off the cost of the assets on a straight line basis
over the expected useful lives of the assets concerned. The principal annual rates of depreciation are as follows:-
Long-term leasehold land – 50 years or more Over the lease period
Short-term leasehold land – less than 50 years Over the lease period
Buildings on freehold land 2% – 2.5%
Buildings on leasehold land 2% or over the balance period of the lease, whichever is shorter
Office equipment, furniture and fixtures 10% – 33 1/3%
Computer equipment and software 20% – 33 1/3%
Computer equipment and software under lease 33 1/3%
Motor vehicles 20%
Renovations to rented premises 20% or over the period of the tenancy, whichever is shorter
General plant and machinery 12.5%
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. Where the carrying amount of
an asset is greater than its estimated recoverable amount, it is written down to its recoverable amount.
Repairs and maintenance are charged to the income statement during the period in which they are incurred. The cost of
major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess
of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are
depreciated over the remaining useful lives of the related asset.
Finance lease
Leases of fixed assets where the Group assumes substantially all the benefits and risks of ownership are classified as
finance leases.
Finance leases are capitalised at the estimated present value of the underlying lease payments at the date of inception. Each
lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance
outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element
of the finance charges is charged to the income statement over the lease period.
Fixed assets acquired under finance lease contracts are depreciated over the useful life of the asset. If 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 useful life.
Operating lease
Leases of assets under which all the risks and benefits 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.
When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor
by way of penalty is recognised as an expense in the period in which termination takes place.
Finance lease
When assets are sold under a finance lease, the present value of the lease payments is recognised as a debtor. The
difference between the gross debtor and the present value of the debtor is recognised as unearned finance income. Lease
income is recognised over the term of the lease using the net investment method, which reflects a constant periodic rate of
return.
Operating lease
Assets leased out under operating leases are included in fixed assets in the balance sheet. They are depreciated over their
expected useful lives on a basis consistent with similar fixed assets. Rental income is recognised on a straight line basis over
the lease term.
P B I L L S A N D A C C E P TA N C E S PAYA B L E
Bills and acceptances payable represent the Group’s own bills and acceptances rediscounted and outstanding in the market.
Q F O R W A R D E XC H A N G E C O N T R AC T S
Unmatured forward exchange contracts are valued at forward rates as at balance sheet date, applicable to their respective
dates of maturity, and unrealised losses and gains are recognised in the income statement for the financial year.
R D E R I VAT I V E F I N A N C I A L I N ST R U M E N TS
Trading
Derivative financial instruments are initially recognised in the balance sheet at cost and subsequently remeasured at their fair
value.
The fair value of trading derivative financial instruments is included in the balance sheet and gains and losses on these
instruments are taken directly to the income statement and are generally included in net gains or losses from trading
activities.
Foreign exchange and interest rate forwards, futures and forward purchases and sales of securities entered into for trading
purposes are valued at prevailing market rates based on quoted and observable market prices. Interest rate and currency
swap agreements are valued at their net present value based on discounted cash flow models. Interest rate and equity
option contracts are valued using option pricing models.
Hedging
Foreign exchange and interest rate forwards, futures, swaps and options entered into for hedging purposes are accounted
for in a manner consistent with the accounting treatment of the hedged item. To qualify as a hedge, the forwards, futures
and swaps position must be designated as a hedge and be effective in reducing the market risk of an existing asset, liability,
firm commitment, or anticipated transaction where there is a high probability of the transaction occurring and the extent,
term and nature of the exposure is capable of being estimated. The fair value of the hedge must move inversely with
changes in the fair value of the underlying exposure.
Where the hedged item ceases to exist, the corresponding derivative hedge contract is restated at fair value and any
resulting unrecognised gains and losses are taken to the income statement and are generally included in net gains or losses
from trading activities.
S C O L L AT E R A L I S E D B O N D O B L I G AT I O N S
A subsidiary bank through its collateralised bond obligation (“CBO”) programme, packages and sells Private Debt Securities
to a special purpose vehicle (“SPV”). The SPV will in turn issue bonds to raise funds for the purchase of assets. The Group is
also a counterparty to the SPV for certain interest rate swaps contracted on an arms length basis. Correspondingly, the
Group offsets the positions held with the SPV by entering into interest rate swap and futures contracts with external parties
to ensure no material gain or loss is incurred by the Group from the interest rate swap contracts transacted with the SPV.
The interest rate swaps are being measured at their fair values.
The subsidiary bank receives fee income for the various services provided to the SPV. These fees are determined on an arms
length basis and are recognised on an accrual basis. Any subordinated debt or bond obtained under this programme is held
at cost and a provision is made for any diminution in value based on the position of the SPV and its underlying assets.
T BONDS
Bonds issued by the Company are stated at the issue price. When the convertible Bonds are converted, the amount
recognised in the shareholders’ funds in respect of the shares issued will be the amount at which the liability for the Bonds
is stated as at the date of conversion. No gain or loss will be recognised on conversion.
The premium over the principal amount arising from the put option of the Bonds not previously redeemed, purchased and
cancelled, or converted, are provided over the period from the date of initial issue to the date of option to redeem and are set
aside to a non-distributable reserve.
Gains or losses on the redemption or purchase of Bonds by the Company are taken to the income statement in the financial
year it arises.
U I N C OM E TA X E S
Current tax expense is determined according to the tax laws of each jurisdiction in which the Group operates and includes all
taxes based upon the taxable profits.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. The principal temporary differences are disclosed
in Note 8 to the financial statements. Tax rates enacted or substantively enacted by the balance sheet are used to determine
deferred income tax.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which
the temporary differences can be utilised.
Deferred tax is recognised on temporary differences arising on investments in subsidiaries, associates and joint ventures
except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary
differences will not reverse in the forseeable future.
V S H A R E C A P I TA L
(ii) Dividends
Dividends on ordinary shares are recognised as liabilities when approved by the shareholders.
W E M P L OYE E B E N E F I TS
The Group’s and the Company’s contributions to defined contribution plans are charged to the income statement in
the period to which they relate. Once the contributions have been paid, the Group and the Company have no further
payment obligations.
The liability in respect of a defined benefit plan is the present value of the defined benefit obligation at the balance
sheet date minus the fair value of plan assets, together with adjustments for actuarial gains/losses and past service
cost. The Group determines the present value of the defined benefit obligation and the fair value of any plan assets
with sufficient regularity such that the amounts recognised in the financial statements do not differ materially from the
amounts that would be determined at the balance sheet date.
The defined benefit obligation, calculated using the projected unit credit method, is determined by independent
actuaries, considering the estimated future cash outflows using market yields at balance sheet date of government
securities which have currency and terms to maturity that approximate the terms of the related liability.
Plan assets in excess of the defined obligation are subject to the asset limitation specified in MASB 29.
Actuarial gains and losses arise from experience adjustments and changes in actuarial assumptions. The amount of
net actuarial gains and losses recognised in the income statement is determined by the corridor method in accordance
with MASB 29 and is charged or credited to income over the average remaining service lives of the related employees
participating in the defined benefit plan.
Upon initial adoption of MASB 29 in the previous financial year, the increase in defined benefit liability is recognised as
an expense on a straight line basis over 2 years in accordance with the transitional provision of the Standard.
W E M P L OYE E B E N E F I TS ( C O N T I N U E D )
X I M PA I R M E N T O F A S S E TS
Fixed assets and other non-current assets, including intangible assets, are reviewed for impairment losses whenever events
or changes in circumstances indicate that the carrying amount may not be recoverable. 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 net selling price and value in use. For the purposes of assessing impairment, assets are grouped at the lowest
level for which there is separately identifiable cash flows.
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. 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.
Y C U R R E N C Y T R A N S L AT I O N S
Individual monetary foreign currency assets and liabilities are stated in the balance sheet at rates of exchange which closely
approximate to those ruling at the balance sheet date. Foreign currency transaction items are translated at rates prevailing on
transaction dates. Exchange gains and losses are recognised in the income statement in the year they arise.
The financial statements of foreign branches, foreign subsidiaries, foreign subsidiary bank and subsidiary banks incorporated
in the Federal Territory of Labuan and related foreign currency borrowings are translated into Ringgit Malaysia at the rates of
exchange ruling at the balance sheet date. The results of these entities are translated at the average rates of exchange for
the year. Exchange differences arising from this translation are dealt with through exchange fluctuation reserves account.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the
Company and are translated accordingly at the exchange rate ruling at the date of the transaction.
Y C U R R E N C Y T R A N S L AT I O N S ( C O N T I N U E D )
The principal closing rates used in translation of foreign currency amounts were as follows:
Foreign currency 2004 2003
RM RM
Z F O R EC L O S E D P R O P E R T I E S
Foreclosed properties are stated at cost, where an indication of impairment exist, the carrying amount of the asset is
assessed and written down immediately to its recoverable amount.
AA PROVISIONS
Provisions, other than provision for bad and doubtful debts, 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 embodying economic
benefits will be required to settle the obligation, and when a reliable estimate of the amount of the obligation can be made.
AB H I R E P U R C H A S E R EC E I VA B L E S S EC U R I T I S AT I O N P R O G R A M M E
The Group through its Hire Purchase Receivables Securitisation Programme, sells undivided share of hire purchase
receivables to a special purpose vehicle (“SPV”). The SPV will in turn issue bonds to raise funds for the purchase of assets.
The Group receives fee income for various services provided to the SPV. These fees are determined on an arms length basis
and are recognised on an accrual basis. Deferred consideration/balance of hire purchase receivables obtained under this
programme is held at cost and a provision is made for any diminution in value based on the position of the SPV and its
underlying assets.
AC C A S H A N D C A S H EQ U I VA L E N TS
Cash and cash equivalents consist of cash and bank balances and short-term funds held for the purpose of meeting short-
term commitments and readily convertible into cash without significant risk of changes in value.
AD F I N A N C I A L I N S T R U M E N TS
(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.
AE GENERAL INSURANCE
General insurance underwriting surplus before management expenses is determined after accounting for net premium,
unearned premium reserves, net claims incurred and net commissions.
Premium income is recognised in the year in respect of risks assumed during that particular year. Unearned premium
reserves are calculated in accordance with the fixed percentage method or time apportionment method, where applicable.
Provision is made for outstanding claims based on the estimated cost of claims, less reinsurance recoveries in respect of
claims notified, and include claims incurred but not reported (“IBNR”) at the balance sheet date. Provision for IBNR is
computed based on an actuarial valuation carried out by a qualified actuary.
Commissions are recognised as incurred and properly allocated to the periods in which it is probable they give rise to
income.
1 G E N E R A L I N FO R M AT I O N
The principal activities of the Company are those of investment holding, management company, property management,
provision of consultancy services and dealing in securities. The principal activities of the subsidiaries are set out in Note 10 to
the financial statements. There was no significant change in these activities during the financial year.
The number of employees at the end of the financial year was 16,240 (2003: 14,157) in the Group and 32 (2003: 24) in the
Company.
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.
The address of the registered office of the Company is 12th Floor, Commerce Square, Jalan Semantan, Damansara Heights,
50490 Kuala Lumpur, Malaysia.
Included in the Group’s cash and short-term funds are RM12,056,000 (2003: Nil) of money at call and deposit placements
relating to the jointly controlled entity, Proton Commerce Sdn Bhd. The balances are held in the books of a Bank’s subsidiary,
Bumiputra-Commerce Finance Berhad (“BCF”).
3 D E P O S I TS A N D P L A C E M E N TS W I T H B A N K S A N D OT H E R F I N A N C I A L I N ST I T U T I O N S
The Group
2004 2003
RM’000 RM’000
4 D E A L I N G S EC U R I T I E S
Unquoted
Malaysian Government treasury bills 37,940 145,165 – –
Bank Negara Malaysia bills 1,095 292,500 – –
Danaharta bonds – 121,456 – –
Negotiable instruments of deposit 850,000 1,475,547 – –
Bankers’ acceptances 47,771 204,350 – –
Private debt securities 14,925 95,476 – –
Other Government’s securities 88,988 206,240 – –
2,108,597 3,570,912 – –
Quoted securities
In Malaysia
Warrants 11,261 13,504 – 9
Shares 244,964 247,548 103,733 121,840
Loan stocks 7,043 65 – –
Unit Trusts 232,305 30,000 232,305 30,000
Outside Malaysia
Shares 831 5,637 – –
Private debt securities 1,919,310 2,634,365 – –
4,524,311 6,502,031 336,038 151,849
Unquoted securities
In Malaysia
Private debt securities 3,706,667 3,763,971 422 422
Outside Malaysia
Private debt securities 64,140 100,976 – –
8,295,118 10,366,978 336,460 152,271
4 D E A L I N G S EC U R I T I E S ( C O N T I N U E D )
(b) Securities amounting to RM60,007,000 (2003: RM50,757,000) invested by assets management companies on behalf
of the Group.
(c) Malaysian Government securities, unquoted private and Islamic debt securities in Malaysia amounting to principal
values of RM61,000,000 (2003: RM25,000,000) of the Group have been pledged as credit support assets for certain
over-the-counter derivative contracts.
5 I N V E S T M E N T S EC U R I T I E S
Unquoted
Malaysian Government treasury bills 59,321 313,250 – –
Malaysian Government bonds 70,703 135,320 – –
Bank Negara Malaysia bills – 554,340 – –
Cagamas notes – 50,000 – –
Danaharta bonds – 23,536 – –
Danaharta Urus Sdn Bhd (“DUSB”) bonds 1,904,832 2,091,019 – –
Negotiable instruments of deposit – 30,000 – –
Bankers’ acceptance, Islamic accepted bills
and Islamic debt securities 770 10,577 – –
Private debt securities 3,641,238 2,795,207 – –
Other Government’s securities 97,107 95,020 – –
Floating rate notes 36,781 164,516 – –
Credit-linked notes 342,000 285,000 – –
8,120,415 8,916,527 – –
Quoted securities
In Malaysia
Shares 208,641 157,199 – 300
Bonds 3,490 58,981 – –
Warrants 452 1,168 – –
Property trust 13,556 13,369 – –
Outside Malaysia
Bonds 25,490 118,849 – –
5 I N V E S T M E N T S EC U R I T I E S ( C O N T I N U E D )
Outside Malaysia
Shares 12,888 15,470 – –
Bonds 912,579 660,927 – –
12,450,059 12,207,437 173,375 173,696
Accretion of discount less amortisation of premium 198,725 240,923 44,667 31,149
Provision for diminution in value of
investment securities:
– Private debt securities and bonds (358,767) (379,514) – –
– Quoted shares (16,435) (10,902) – –
– Unquoted shares (16,719) (23,268) – –
– Unquoted bonds (82,914) (87,243) – –
12,173,949 11,947,433 218,042 204,845
(i) Market value of quoted securities and quoted money market instruments:
The Group The Company
2004 2003 2004 2003
RM’000 RM’000 RM’000 RM’000
The carrying value of certain investment securities is higher than the market value. The Directors are of the opinion that no
permanent diminution in value exists.
5 I N V E S T M E N T S EC U R I T I E S ( C O N T I N U E D )
(ii) The maturity structure of money market instruments held for investment is as follows:
The Group The Company
2004 2003 2004 2003
RM’000 RM’000 RM’000 RM’000
6 L O A N S A N D A D VA N C E S
6 L O A N S A N D A D VA N C E S ( C O N T I N U E D )
Included in the Group’s loans and advances balances are RM405,497,000 of net loans (2003: RM Nil) relating to the jointly
controlled entity, Proton Commerce Sdn Bhd. The balances are held in the books of a Bank’s subsidiary, Bumiputra-
Commerce Finance Berhad (“BCF”). The revenue and risk of these loan accounts are shared equally between joint venture
parties, BCF and Proton Edar Sdn Bhd pursuant to the terms of the joint venture agreement.
During the year, the Group has changed its basis of provisioning by changing the period of default for non-performing loans
from 6 months to 3 months.
(ii) Loans and advances analysed by their economic purposes are as follows:
The Group The Company
2004 2003 2004 2003
RM’000 RM’000 RM’000 RM’000
(iii) Movements in the non-performing loans and advances (including interest receivable) are as follows:
The Group
2004 2003
RM’000 RM’000
(iv) Movements in the provision for bad and doubtful debts and interest-in-suspense are as follows:
2004 2003
RM’000 RM’000
General Provision
At 1 January 956,790 838,637
Net provision made during the year 109,166 113,177
Amount transferred to specific provision – (514)
Provision arising from acquisition of a foreign subsidiary bank – 649
Provision for loans in relation to loans in jointly controlled entities 6,202 –
Exchange fluctuation (6,423) 4,841
At 31 December 1,065,735 956,790
6 L O A N S A N D A D VA N C E S ( C O N T I N U E D )
The Group
2004 2003
RM’000 RM’000
Specific provision
At 1 January 1,713,758 1,726,470
Provisions made during the year 1,420,001 919,493
Amount transferred from general provision – 514
Amount written back in respect of recoveries (300,678) (353,343)
Amount written off (884,806) (584,963)
Amount transferred in respect of loan converted to bond (7,777) –
Provision arising from acquisition of a foreign subsidiary bank – 6,682
Provision for loans in relation to loans in jointly controlled entities 2,071 –
Exchange fluctuation (23,166) (1,095)
At 31 December 1,919,403 1,713,758
Interest-in-suspense
At 1 January 455,675 565,732
Interest suspended during the year 438,423 501,680
Amount written back in respect of recoveries (187,668) (235,603)
Amount written back in respect of non-performing
loans reclassified as performing (24,316) (63,109)
Amount written off (234,882) (320,716)
Provision arising from acquisition of a foreign subsidiary bank – 7,424
Interest-in-suspense for loans in relation to loans in jointly controlled entities 154 –
Exchange fluctuation 783 267
At 31 December 448,169 455,675
7 O T H E R A S S E TS
(a) Other debtors, deposits and prepayments net of provision for doubtful debts
There were no trade receivables (2003: RM800,000,000) arising from the forward sale of dealing securities by a
subsidiary bank.
(b) Amount due from shareholder and Minister of Finance (Incorporation) (“MoF”)
This amount represents balance of the full and final settlement amounts agreed in respect of the claims submitted by
a subsidiary bank through the Company to the MoF and Khazanah Nasional Berhad (“Khazanah”) pursuant to the
Share Exchange Agreement (“SEA”) dated 8 February 1999 and the Supplemental Agreement to the SEA dated 16
August 1999. This amount has been fully settled during the year.
8 D E F E R R E D TA X AT I O N
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:
The Group The Company
2004 2003 2004 2003
RM’000 RM’000 RM’000 RM’000
8 D E F E R R E D TA X AT I O N ( C O N T I N U E D )
General
provision Accelerated Other
The Company for doubtful tax temporary
debts depreciation differences Total
RM’000 RM’000 RM’000 RM’000
9 S TAT U TO RY D E P O S I T S W I T H B A N K N EG A R A M A L AYS I A
The non-interest bearing statutory deposits are maintained by certain subsidiaries with Bank Negara Malaysia in compliance
with Section 37(1)(c) of the Central Bank of Malaysia Act, 1958 (revised 1994), the amounts of which are determined at set
percentages of total eligible liabilities.
10 SUBSIDIARIES
The Company
2004 2003
RM’000 RM’000
Shares at cost
Quoted 836,003 1,118,390
Unquoted 3,417,042 3,220,705
Provision for impairment in value of a subsidiary (1,275) (1,275)
4,251,770 4,337,820
Commerce Asset Ventures Sdn Bhd Provision management 100 100 RM500,000
services (ordinary shares)
^ RM6,700,000
(preference shares)
Commerce Asset Realty Sdn Bhd Holding of properties 100 100 RM240,000
for letting to a
related company
Commerce Asset Nominees Sdn Bhd Nominee services 100 100 RM10,000
Commerce Life Assurance Berhad Life assurance business 100 100 RM122,000,000
10 SUBSIDIARIES (CONTINUED)
Percentage
of equity held
2004 2003 Paid-up capital
Name of subsidiary Principal activities % % as at 31.12.2004
The subsidiaries, held through its subsidiary bank, Bumiputra-Commerce Bank Berhad (“BCB”) are:
Percentage of equity held
Through
Directly by subsidiary
the Bank company
Name of subsidiary Principal activities 2004 2003 2004 2003 Paid up capital
% % % % as at 31.12.2004
BOC Nominees (Asing) Sdn Bhd Nominee services 100 100 – – RM10,000
10 SUBSIDIARIES (CONTINUED)
10 SUBSIDIARIES (CONTINUED)
&
Commerce Tijari Bank Dormant 100 – – – RM2
Berhad
10 SUBSIDIARIES (CONTINUED)
10 SUBSIDIARIES (CONTINUED)
Percentage of equity held
Through
Directly by subsidiary
the company company
Name of subsidiary Principal activities 2004 2003 2004 2003 Paid up capital
% % % % as at 31.12.2004
CIMB Securities Sdn Bhd Stock and sharebroking – – 100 100 RM40,000,000
10 SUBSIDIARIES (CONTINUED)
CIMB Private Equity Sdn Bhd (i) Private equity 100 – – – RM2
(ordinary shares)
RM165,000
(redeemable
preference
shares)
CIMB Real Estate Sdn Bhd (iii) Real estate 100 – – – RM2
investment (ordinary shares)
RM2
(redeemable
preference shares)
(i) In April 2004, CIMB incorporated a new subsidiary, CIMB Private Equity Sdn Bhd (“CIMB PE”). CIMB PE then incorporated
CIMB Private Equity 1 Sdn Bhd.
(ii) CIMB’s wholly-owned subsidiary, CIMB (L) Limited, had on 18 June 2004 received the Certificates of Incorporation
dated 15 June 2004 from the Labuan Offshore Financial Services Authority for the incorporation of two new offshore
subsidiaries, CIMB Private Equity General Partner Limited and CIMB Mezzanine General Partner Limited.
(iii) In November 2004, CIMB incorporated a new subsidiary, CIMB Real Estate Sdn Bhd.
10 SUBSIDIARIES (CONTINUED)
The subsidiaries, held through its subsidiary, Commerce Asset Ventures Sdn Bhd are:
Percentage
of equity held
2004 2003 Paid-up capital
Name of subsidiary Principal activities % % as at 31.12.2004
Ekspedisi Yakin Sdn Bhd Leisure and entertainment 100 100 RM1,000,000
services
CAV Private Equity Management Providing management and 100 100 RM100,000
Sdn Bhd advisory services
The subsidiaries, held through subsidiary of a subsidiary, Ekspedisi Yakin Sdn Bhd are:
Percentage
of equity held
2004 2003 Paid-up capital
Name of subsidiary Principal activities % % as at 31.12.2004
All the above subsidiaries, unless otherwise stated, are incorporated in Malaysia.
The subsidiaries, held through its subsidiary bank, PT Bank Niaga Tbk are:
Percentage
of equity held
2004 2003 Paid-up capital
Name of subsidiary Principal activities % % as at 31.12.2004
10 SUBSIDIARIES (CONTINUED)
Percentage
of equity held
2004 2003 Paid-up capital
Name of subsidiary Principal activities % % as at 31.12.2004
All the above subsidiaries, unless otherwise stated, are incorporated in the Republic of Indonesia.
11 A S S O C I AT E S
The Company
2004 2003
RM’000 RM’000
The Group
2004 2003
RM’000 RM’000
11 A S S O C I AT E S ( C O N T I N U E D )
CIMB Mezzanine 1 Sdn Bhd (ii) Private equity’s fund – – 100 – 31 December
(i) On 30 January 2004, CIMB had disposed its 37.04% equity interest comprising 1,000,000 ordinary shares of RM1.00
each in Banyan Ventures Sdn Bhd for a total consideration of RM39,338. The Sale and Purchase agreement was
subsequently completed on 16 February 2004.
(ii) CIMB Mezzanine 1 Sdn Bhd (“CIMBM”) is a special purpose entity set up by CIMB Group to facilitate investments in
private companies. The entire paid up ordinary share capital of CIMBM of RM2 is held by CIMB Group.
CIMBM is funded primarily by the issuance of redeemable preference shares (“RPS”) to investors. The terms and
conditions of the RPS and the Memorandum and Articles of Association of CIMBM are structured in such a manner
that the residual risks and rewards of CIMBM are borne by the investors in RPS. As at 31 December 2004, CIMB
Group holds 19% of the RPS of the entity amounting to RM1 million. In addition, CIMB, a subsidiary of CIMB Berhad
has been appointed as the investment advisor to CIMBM and earns management and incentive fees.
Although CIMB Group holds the entire ordinary share capital of CIMBM, CIMB Group does not have control over
CIMBM and therefore does not regard CIMBM as a subsidiary. However, CIMB Group has significant influence over
CIMBM by virtue of its holding of the RPS and its role as an investment advisor to CIMBM. Accordingly, CIMBM has
been accounted for as an associate of CIMB Berhad using the equity method of accounting.
11 A S S O C I AT E S ( C O N T I N U E D )
The associates, held through its subsidiary, Commerce Asset Ventures Sdn Bhd are:
Percentage
of equity held
2004 2003
Name of associate Principal activities % % Financial year end
On 12 July 2004, Goodway Rubber had been listed on the Second Board of Bursa Malaysia Securities Berhad. Subsequently,
Commerce Asset Ventures Sdn Bhd had disposed part of its equity interest to 9.53%. As such the balance held is now
recorded as simple investment.
Commerce Asset Ventures Sdn Bhd also had disposed its equity interest in Carotech Sdn Bhd to 12.75% during the year. As
such, the balance held is now recorded as simple investment.
The associate, held through subsidiary of a subsidiary, Ekspedisi Yakin Sdn Bhd is:
Percentage
of equity held
2004 2003
Name of associate Principal activities % % Financial year end
The associates, held through its subsidiary bank, PT Bank Niaga Tbk are:
Percentage
of equity held
2004 2003
Name of associate Principal activities % % Financial year end
12 J O I N T LY C O N T R O L L E D E N T I T I E S
The Group
2004 2003
RM’000 RM’000
The jointly controlled entity, held through a Bank’s subsidiary, Bumiputra-Commerce Finance Berhad (“BCF”) is:
Percentage
of equity held
2004 2003
Name of Jointly Controlled Entity Principal activities % % Financial year end
The jointly controlled entity, held through a subsidiary of a subsidiary, CAV Private Equity Management Sdn Bhd is:
Percentage
of equity held
2004 2003
Name of Jointly Controlled Entity Principal activities % % Financial year end
Commerce-Meridian Capital Sdn Bhd Provision of management and 49.99 49.99 31 December
advisory of venture
capital funds
The Group’s share of the assets and liabilities of Proton Commerce Sdn Bhd other than those that are held in trust by a
subsidiary, BCF is as follows:
2004
RM’000
The Group’s share of the income and expenses of the jointly controlled entity is as follows:
2004
RM’000
Income 4,986
Expenses (8,495)
Loss before taxation (3,509)
Taxation (75)
Net loss for the financial period (3,584)
The Group
2004
Cost
At 1 January 2004 100,155 20,441 165 113,674 196,934 42,268 317,864 388,547 14,544 40,963 1,671 4,338 1,241,564
Additions 1,432 – 1,827 – 92 8,268 99,157 30,023 14,432 9,354 3 43,075 207,663
Arising from acquisition
of subsidiary – – – 20,518 4,583 – 8,497 22,371 – 3,015 – 3,126 62,110
Disposals/written off (90) – – (3,616) – (12,943) (67,543) (33,289) (9,292) (7,336) (1,410) – (135,519)
Transfer/reclassification 4,387 3,215 – – (5,570) 6,460 (6,465) 7,157 (131) 108 (125) (9,036) –
Exchange adjustments (4,749) – – 842 1,650 (2,982) (4,602) 5,689 – 2,136 – 174 (1,842)
At 31 December 2004 101,135 23,656 1,992 131,418 197,689 41,071 346,908 420,498 19,553 48,240 139 41,677 1,373,976
Depreciation
At 1 January 2004 – 5,419 117 56,969 52,429 14,628 155,140 251,286 12,125 17,221 690 – 566,024
Arising from acquisition
of subsidiary – – – 608 271 – 2,982 12,810 – 1,089 – – 17,760
Charge for the year – 470 3 2,553 3,786 7,908 49,972 49,130 4,696 9,527 373 – 128,418
Disposals/written off – – – (313) – (12,771) (63,400) (30,808) (7,562) (4,365) (898) – (120,117)
Transfer/reclassification – 1,174 – – (1,787) 164 9,632 (8,881) (482) 207 (27) – –
Exchange adjustments – – – 463 235 (961) (1,186) 2,108 – 1,740 – – 2,399
At 31 December 2004 – 7,063 120 60,280 54,934 8,968 153,140 275,645 8,777 25,419 138 – 594,484
Net book value at 31 December 2004 101,135 16,593 1,872 71,138 142,755 32,103 193,768 144,853 10,776 22,821 1 41,677 779,492
At 31 December 2003
Cost 100,155 20,441 165 113,674 196,934 42,268 317,864 388,547 14,544 40,963 1,671 4,338 1,241,564
Accumulated depreciation – 5,419 117 56,969 52,429 14,628 155,140 251,286 12,125 17,221 690 – 566,024
(50841-W)
141
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2004
13 F I X E D A S S E TS ( C O N T I N U E D )
142
Renovations,
office
Leasehold Buildings Buildings equipment, Computer
land 50 on on furniture equipment Capital
Freehold years or freehold leasehold and and Motor work in
land more land land fixtures software vehicles progress Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
The Company
2004
(50841-W)
Additions – – – – 169 493 609 37,500 38,771
for the financial year ended 31 December 2004
At 31 December 2004 18,895 6,787 4,435 44,812 1,812 937 2,362 37,500 117,540
Depreciation
At 1 January 2004 – 1,482 1,001 11,276 613 378 437 – 15,187
Charge for the year – 160 166 1,343 108 49 418 – 2,244
Disposals – – (313) – – (5) (87) – (405)
At 31 December 2004 – 1,642 854 12,619 721 422 768 – 17,026
At 31 December 2003
Cost 18,985 6,787 5,954 44,812 1,643 449 1,903 – 80,533
Accumulated depreciation – 1,482 1,001 11,276 613 378 437 – 15,187
Net book value 18,985 5,305 4,953 33,536 1,030 71 1,466 – 65,346
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2004
14 GOODWILL
The Group
2004 2003
RM’000 RM’000
15 D E P O S I TS F R OM C U STOM E R S
The Group
2004 2003
RM’000 RM’000
(i) Maturity structure of fixed deposits and negotiable instruments of deposit is as follows:
The Group
2004 2003
RM’000 RM’000
15 D E P O S I TS F R OM C U STOM E R S ( C O N T I N U E D )
16 D E P O S I TS A N D P L A C E M E N TS O F B A N K S A N D OT H E R F I N A N C I A L I N ST I T U T I O N S
The Group
2004 2003
RM’000 RM’000
Included in the Group’s deposits and placements of banks and other financial institutions are RM220,000,000 (2003: RM Nil) of
deposits and placements relating to the jointly controlled entity, Proton Commerce Sdn Bhd. These are held in the books of a
Bank’s subsidiary, Bumiputra-Commerce Finance Berhad (“BCF”). The expenses on these deposits and placements are shared
equally between joint venture parties BCF and Proton Edar Sdn Bhd pursuant to the terms of joint venture agreement.
17 F L O AT I N G R AT E C E R T I F I C AT E S O F D E P O S I T S
The Group
2004 2003
RM’000 RM’000
The main features of the Floating Rate Certificates of Deposit issued during the year are as follows:
(a) The USD30 million Floating Rate Certificates of Deposit issued by a subsidiary Bank carry interest at a fixed rate of
2.04% per annum from 17 August 2004 to 17 February 2005 and, thereafter at a rate per annum at floating rates
calculated with a spread based on London Interbank Offered Rate (“LIBOR”) to maturity on 12 August 2005.
(b) The USD60 million Floating Rate Certificates of Deposit issued by a subsidiary of a subsidiary Bank are guaranteed by the
subsidiary Bank and carry floating interest rates calculated with a spread based on LIBOR. It will mature on 8 April 2007.
18 OTHER LIABILITIES
(b) The movement in provision for commitments and contingencies are as follows:
The Group
2004 2003
RM’000 RM’000
19 P O S T E M P L OYM E N T B E N E F I T O B L I G AT I O N S
The amount recognised in the balance sheet in respect of defined benefit plans is as follows:
The Group
2004 2003
RM’000 RM’000
The amount recognised in the income statement in respect of defined benefit plans is as follows:
The Group
2004 2003
RM’000 RM’000
The actual return on plan assets of the subsidiary bank group was RM4,418,000 (2003: RM6,518,000).
19 P O S T E M P L OYM E N T B E N E F I T O B L I G AT I O N S ( C O N T I N U E D )
20 L O A N S TO C K S
The Group
2004 2003
RM’000 RM’000
The Group
2004 2003
RM’000 RM’000
(a) The negotiable certificates of deposits issued are unsecured. The details of the negotiable certificates of deposits are
as follows:
The Group
Principal segregated Range of fixed interest
by maturity year rate per annum 2004 2003
(%) RM’000 RM’000
21 SHORT-TERM BORROWINGS
The Group
2004 2003
RM’000 RM’000
The revolving credit facilities from financial institutions are unsecured and carry interest rates of between 1.85% to 7.90%
(2003: 2.45% to 10.65%) per annum for the Group during the financial year.
22 BONDS
(ii) Unless previously redeemed, purchased and cancelled, the Bonds may be converted on or after 26 October
1994 up to and including 19 September 2004 into fully paid-up ordinary shares of RM1.00 each of the Company
at an initial conversion price, subject to adjustment in certain circumstances, of RM13.60 per ordinary share and
with a fixed exchange rate of RM2.554 to USD1.00.
As a result of the bonus issue, rights issue and offer for sale of warrants 1997/2002, the conversion price of the
Bonds had been adjusted in accordance with the Trust Deed dated 26 September 1994 resulting the Bonds
price being changed from RM13.60 per share to RM3.10 per share at the fixed exchange rate of RM2.554 to
USD1.00 with effect from 5 September 2002.
22 BONDS (CONTINUED)
(b) 7.85% Redeemable unsecured RM Bonds 2001/2006 and 8.35% Redeemable unsecured RM Bonds 2001/2008
The redeemable unsecured RM Bonds are issued in 2 tranches:
Tranche 1
7.85% RM250 million nominal value redeemable unsecured bonds, 5 years, maturing on 22 May 2006; and
Tranche 2
8.35% RM250 million nominal value redeemable unsecured bonds, 7 years, maturing on 22 May 2008.
(ii) Each tranche of the RM Bonds is represented by a Global Certificate to be deposited with Bank Negara Malaysia
(“BNM”) and is exchangeable for definitive bearer only in certain limited circumstances.
(iv) The RM Bonds are constituted by a Trust Deed dated 4 May 2001 made between the Company and the
Trustees, to act for the benefit of the bondholders.
(v) The RM Bonds bear interest at 7.85% per annum (tranche 1) and 8.35% per annum (tranche 2) on the nominal
value of the outstanding bonds, payable semi annually.
(vi) The RM Bonds will be redeemed by the Company at their nominal value together with interest accrued to the
date of redemption.
(vii) The Bonds shall constitute direct, unconditional, subordinated and unsecured obligations of the Company.
22 BONDS (CONTINUED)
(c) USD Zero Coupon Guaranteed Convertible Bonds 2004/2009 (“USD Convertible Bonds”)
The main features of the USD Convertible Bonds are as follows:
(i) The USD Convertible Bonds are issued by a special purpose vehicle, a subsidiary, Commerce Capital (Labuan)
Ltd and guaranteed by the Company.
(ii) The nominal values of the USD Convertible Bonds are USD125 million.
(iv) The USD Convertible Bonds are convertible by holders into ordinary shares, par value RM1.00 per shares, of the
Company at any time on or after 22 October 2004 but prior to 8 September 2009. The conversion price will
initially be RM6.03 per shares.
(v) The USD Convertible Bonds are listed on Labuan International Financial Exchange Inc. and Singapore Exchange
Securities Trading Limited.
(vi) Unless the USD Convertible Bonds have been previously redeemed, repurchased and cancelled or converted,
the Issuer will redeem the USD Convertible Bonds on the maturity date at 107.758% of the principal amount.
In accordance with MASB 24 “Financial Instruments : Disclosure and Presentation”, the fair values of the liability
component and the equity conversion component were determined upon the issuance of the USD Convertible Bonds.
The fair value of the liability component was calculated using a market interest rate for an equivalent non-convertible
bond. The residual amount, representing the value of the equity conversion component is included in shareholders’
equity in reserves as detailed in Note 28 to the financial statements.
23 I R R E D E E M A B L E C O N V E R T I B L E U N S EC U R E D L O A N STO C K S ( “ I C U L S ” )
The Group
2004 2003
RM’000 RM’000
23 I R R E D E E M A B L E C O N V E R T I B L E U N S EC U R E D LO A N S TO C K S ( “ I C U L S ” ) ( C O N T I N U E D )
7.5% Irredeemable convertible unsecured loan stocks (“ICULS”) with detachable coupons 2001/2011
The 7.5% irredeemable convertible unsecured loan stocks (“ICULS”) 2001/2011 were issued by a subsidiary bank,
Bumiputra-Commerce Bank Berhad (“BCB”).
The Company with Commerce International Merchant Bankers Berhad (“CIMB”) as the arranger purchased the ICULS from
BCB and CIMB restructured the ICULS, where the Coupons were detached from the ICULS and placed out to investors.
The main features of the 7.5% irredeemable convertible unsecured loan stocks (“ICULS”) 2001/2011 are as follows:
(i) Nominal value of the ICULS are RM667,000,000 in denominations or multiples of RM1,000 with detachable coupons.
(ii) The ICULS bear fixed interest at the rate of 7.5% per annum payable annually in arrears by BCB from the date of issue
of the ICULS. The detachable coupons represent the interest of the ICULS and as such, bear no further interest.
(iii) The ICULS are not redeemable for cash except upon the occurrence and declaration of an event of default as provided
in the Trust Deed. All outstanding ICULS will be mandatorily converted by BCB into new ordinary shares of BCB on the
last day of the tenure of the ICULS.
(iv) The ICULS shall constitute unsecured and subordinated obligations of BCB.
(v) All new ordinary shares to be issued upon conversion of ICULS will rank pari passu in all respects with the existing
ordinary shares of BCB save and except that they will not be entitled to any dividend, right, allotment and/or other
distributions, the entitlement date of which is prior to the date of allotment of the new ordinary shares of BCB.
The main features of the Detachable Coupons (“the Coupons”) are as follows:
(i) Nominal value of the Coupons are RM500,250,000 and are issued in bearer form in multiples of RM1,000 and
constituted by the Trust Deed.
(ii) The Coupons mature over ten tranches with tenures ranging from one to ten years from the date of issue of the
ICULS.
(iii) The Coupons represent the interest of the ICULS and as such, bear no further interest.
(iv) Each Coupon entitles the Coupon holder to redeem the Coupon at their respective nominal values.
(v) The Coupons shall constitute direct, unconditional, subordinated and unsecured obligations of BCB.
24 OTHER BORROWINGS
The Group
2004 2003
RM’000 RM’000
(a) The syndicated term loan is an unsecured term loan facility which will mature on 24 May 2005. It carried interest rates
of between 1.76% to 2.21% (2003: 1.66% to 1.95%).
(b) On 10 March 2003, a subsidiary Bank secured a 1-year syndicated term loan facility amounted to USD200 million
which matured on 4 March 2004. It was an unsecured term loan facility which carried interest rates at 1.38% (2003:
1.38% to 1.46%) during the financial year.
(c) During the financial year, a subsidiary bank secured a syndicated term loan amounted to USD120 million which will
mature on 12 August 2005. It carried interest rates of 2.04% (2003: nil).
(d) On 8 April 2004, Bumiputra-Commerce Bank (L) Limited secured a 3-year syndicated term loan facility amounted to
USD140 million which will mature on 8 April 2007. It carried interest rates of between 1.48% to 2.47% (2003: nil).
(e) Other borrowings consist of secured and unsecured commercial papers and term loan facilities. The range of interest
rates was between 2.20% to 9.00% (2003: 1.45% to 16.75%). These borrowings mature between 2004 to 2017.
25 S U B O R D I N AT E D N OT E S
The Group
2004 2003
RM’000 RM’000
25 S U B O R D I N AT E D N OT E S ( C O N T I N U E D )
The main features of the Subordinated Notes Callable with Step Up in 2008 issued during that year are as follows:
(i) The USD300,000,000 Notes are in bearer form, serially numbered and in denominations of USD1,000,
USD10,000 and USD100,000.
(ii) The Notes will bear interest at the rate of 5.125 per cent per annum from and including 16 October 2003 to, but
excluding, 16 October 2008 and, thereafter, at a rate per annum equal to the US Treasury Rate plus 3.55 per
cent. Interest will be payable semi-annually in arrears on 16 April and 16 October, in each year, commencing
16 April 2004.
(iii) The Notes and Coupons constitute direct and unsecured obligations of the Issuer and are subordinated in the
manner described in the Conditions of the Notes and, for the avoidance of doubt, rank pari passu with the
Issuer’s 7.5 per cent RM667,000,000 ICULS with detachable coupons 2001/2011. The Notes and the Coupons
rank and will rank pari passu without any preference among themselves. The instrument is listed on the
Luxembourg Stock Exchange.
(iv) The principal of, and interest and any additional amounts payable on, the Notes will be subordinate in right of
payment upon occurrence of any Winding Up Proceeding to the prior payment in full of all deposit liabilities and
all other liabilities of the Issuer, except in each case to those liabilities which by their terms rank equally in right
of payment with or subordinate to the Notes.
(v) The subsidiary Bank may at its option, but subject to the prior written approval of BNM, redeem the Notes on 16
October 2008 at their principal amount plus accrued interest.
(ii) The Notes will bear interest at the rate of 5 per cent per annum from and including 15 April 2004 to, but excluding,
15 April 2009 and, thereafter, at a rate per annum equal to the US Treasury Rate plus 3.7 per cent. Interest will be
payable semi-annually in arrears on 15 April and 15 October, in each year, commencing on 15 October 2004.
(iii) The Notes and Coupons constitute direct and unsecured obligations of the Issuer and are subordinated in the
manner described in the Conditions of the Notes and rank pari passu without any preference among
themselves. The instrument is listed on the Luxembourg Stock Exchange.
(iv) The principal of, and interest and any additional amounts payable on, the Notes will be subordinate in right of
payment upon occurrence of any Winding Up Proceeding to the prior payment in full of all deposit liabilities and
all other liabilities of the Issuer, except in each case to those liabilities which by their terms rank equally in right
of payment with or subordinate to the Notes.
25 S U B O R D I N AT E D N OT E S ( C O N T I N U E D )
(vi) The Notes were issued at a price of 99.843 per cent of the principal amount of the Notes.
(vii) The Notes constitute liabilities of CIMB, and are subordinated in right of payment to the deposit liabilities of
CIMB in accordance with the terms and conditions of the issue and qualify as Tier 2 capital for the purpose of
determining the capital adequacy ratios of CIMB.
26 S H A R E C A P I TA L
The issued and paid-up share capital of the Company increased upon the issuance of the new Company shares pursuant to
the exercise of ESOS.
On 22 November 2002, 211,448,000 share options were offered at an option price of RM3.13 per share option to eligible
employees.
26 S H A R E C A P I TA L ( C O N T I N U E D )
(b) On 7 January 2004, 351,000 share options were offered at an option price of RM3.69 per share option (being the
5 day weighted average price from 26 December 2003 to 5 January 2004, net of 10% discount).
(c) On 14 October 2004, 37,721,000 share options were offered at an option price of RM4.05 per share option (being the
5 day weighted average price from 7 October 2004 to 13 October 2004, net of 10% discount).
(b) The total number of new ordinary shares available under the Scheme shall not exceed 10% of the total issued and
paid-up share capital of the Company at any point of time during the existence of the Scheme, which shall be in force
for a period of five years, expiring 19 November 2007 or any extension thereof.
(c) No option shall be granted for less than 1,000 shares and shall always be in multiples of 1,000 ordinary shares.
(d) The subscription price for each RM1.00 share shall be the higher of the following:
(i) the weighted average market price of the shares of the Company as shown in the Daily Official List of the Bursa
Malaysia Securities Berhad (“Bursa Securities”) for the five market days immediately preceding the offer date
with an allowance for a discount of not more than ten per centum therefrom at the Option Committee’s
discretion; or
(e) The consideration is payable in full on application. The options granted do not confer any right to participate in any
share issue of any other company.
Set out below are details of options over the ordinary shares of the Company granted under the ESOS:
Exercise At start At end
Grant date Expiry date price of year Granted Exercised of year
RM/share ’000 ’000 ’000 ’000
Year ended
31.12.2004
22 November 2002 19 November 2007 3.13 168,778 – (93,764) 75,014
29 December 2003 19 November 2007 3.62 10,994 – (4,646) 6,348
7 January 2004 19 November 2007 3.69 – 351 (223) 128
14 October 2004 19 November 2007 4.05 – 37,721 – 37,721
179,772 38,072 (98,633) 119,211
26 S H A R E C A P I TA L ( C O N T I N U E D )
Year ended
31.12.2003
22 November 2002 19 November 2007 3.13 211,448 – (42,670) 168,778
29 December 2003 19 November 2007 3.62 – 10,994 – 10,994
211,448 10,994 (42,670) 179,772
The Company
2004 2003
’000 ’000
2004 2003
RM’000 RM’000
27 P E R P E T UA L P R E F E R E N C E S H A R E S
The Group
2004 2003
RM’000 RM’000
On 1 September 2004, a Bank’s subsidiary, Bumiputra-Commerce Finance Berhad (“BCF”) allotted and issued perpetual
preference shares (“PPS”) amounting to RM200,000,000 to the jointly controlled entity, Proton Commerce Sdn. Bhd.
(“PCSB”).
(b) In the event of liquidation, dissolution or winding-up of BCF, PCSB as holder of the PPS will be entitled to receive full
repayment of the capital paid up on the PPS in priority to any payments to be made to the ordinary shareholders of
BCF.
(c) The PPS rank pari passu in all aspects among themselves.
(d) BCF must not redeem or buy back any portion of the PPS and the PPS will be perpetual except for any capital
reduction exercise permitted by the Companies Act, 1965 and as approved by Bank Negara Malaysia.
28 RESERVES
(a) The statutory reserves of the Group are maintained in compliance with the provisions of the Banking and Financial
Institutions Act, 1989 and include a reserve maintained by a subsidiary in compliance with the Bursa Malaysia
Securities Berhad Rules and Regulations. These reserves are not distributable by way of cash dividends.
(b) Currency translation differences have arisen from translation of net assets of Labuan Offshore subsidiaries, foreign
subsidiary banks and foreign branches.
(c) Subject to agreement by Inland Revenue Board, the Company’s tax credit under Section 108 of the Income Tax Act,
1967 and tax exempt income under Section 12 of the Income Tax (Amendment) Act 1999 are only sufficient to frank
approximately RM422,462,000 (2003: RM641,372,000) of dividends out of its retained profit as at 31 December 2004.
The extent of the retained profit not covered at that date amounted to RM312,628,000 (2003: nil).
29 T R E A S U R Y S H A R E S , AT C O S T
The Group and The Company
2004 2003
Units Units
’000 RM’000 ’000 RM’000
The shareholders of the Company, via an ordinary resolution passed at the Annual General Meeting held on 19 April 2004,
approved the Company’s plan and mandate to authorise the Directors of the Company to buy back its own shares up to 10%
of existing total paid-up share capital. The Directors of the Company are committed to enhance the value of the Company to
its shareholders and believe that the share buyback can be applied in the best interests of the Company and its shareholders.
Share buyback transactions were financed by internally generated funds. These shares are being held as treasury shares
under the treasury stock method of accounting for share buybacks. Treasury shares have no rights to vote, dividends and
participation in other distribution.
There were no share buyback transactions and resale of treasury shares during the financial year. The Company has
cancelled 35,853,000 treasury shares against the share capital on 27 February 2004. The adjusted number of issued and
fully-paid shares with voting rights as at financial year end was 2,691,740,260 shares.
30 I N T E R E ST I N C OM E
31 I N T E R E ST E X P E N S E
The Group The Company
2004 2003 2004 2003
RM’000 RM’000 RM’000 RM’000
32 N O N - I N T E R E ST I N C OM E
Fee income:
Commissions 164,921 157,975 – –
Fee on loans and advances 121,907 108,260 – –
Portfolio management fees 46,013 22,605 – –
Service charges and fees 133,183 121,765 – –
Corporate advisory fees 59,985 60,661 – –
Guarantee fees 57,992 60,938 – –
Other fee income 170,892 75,995 2,068 236
32 N O N - I N T E R E S T I N C OM E ( C O N T I N U E D )
Investment income:
Accretion of investment gain – – 30,316 27,982
Gain from sale of investment securities 58,638 256,309 – –
Net profit/(loss) from dealing securities:
– Treasury 89,102 258,328 – –
– Equity 46,063 (20,311) 10,795 3,372
Write back of/(provision for) diminution
of investment securities 41,358 (285,860) 1,019 –
Write back/(write down) of dealing securities 70,692 (74,932) – 21,948
Gross dividends from:
Malaysia
– Subsidiaries – – 236,328 184,686
– Investment and dealing securities 19,623 29,524 6,773 3,942
Outside Malaysia
– Subsidiary – – 10,642 –
Gain on disposal of associate 5,116 20,881 – 39,222
Gain/(loss) on disposal of interest in subsidiary 73,371 (18,957) 40,610 123,942
Other income:
Foreign exchange gain/(loss):
– Realised 72,181 64,266 258 4,586
– Unrealised 16,759 33,684 (1,282) –
Rental income 10,717 9,062 4,106 4,085
Gain on disposal of fixed assets 186 666 304 92
Gain on disposal of leased assets 122 27 – –
Net gain from insurance business 2,224 4,926 – –
Underwriting surplus before management
expenses (Note (a)) 50,171 – – –
Net brokerage fee 95,367 56,886 – –
Other non-operating income 51,645 70,564 1,181 116
Income from business under Shariah principle 15,740 18,672 – –
32 N O N - I N T E R E S T I N C OM E ( C O N T I N U E D )
33 OVERHEAD EXPENSES
During the year, the Group has changed the default period from 6 months to 3 months. The resulting specific provision in
relation to the change in classification of loan accounts amounted to RM52,858,000. The related interest-in-suspense
required amount is RM33,716,000 which has been included in Note 30.
In addition, a subsidiary Bank has also evaluated its portfolio of non-performing loans that have been in default and remained
uncollected for more than 7 years and also those non-performing loans in default for more than 5 years but less than
7 years. For the loans in default for more than 7 years, no value is assigned as the realisable value of collateral. For the
loans which are in default for more than 5 years but less than 7 years, 50% of the realisable value of asset held has been
assigned as the value of collateral. The effect of this exercise amounted to RM129,416,000.
35 D I R EC TO R S ’ R E M U N E R AT I O N
The Directors of the Company in office during the year are as follows:
Executive Director
Dr. Rozali Mohamed Ali (appointed as Executive Director of the Company on 1.9.2004)
Non-Executive Directors
Tan Sri Dato’ Mohd Desa Pachi
Tan Sri Datuk Asmat Kamaludin
Dato’ Anwar Aji
Mohd Salleh Mahmud
Dr. Roslan A. Ghaffar
Izlan Izhab (appointed on 26.7.2004)
Masayuki Kunishige (resigned on 28.6.2004)
Executive Director
– Salary and other remuneration 450 – 224 –
– Benefits-in-kind 14 – 14 –
Non-Executive Directors
– Fees 1,246 1,062 411 408
– Other remuneration 1,477 1,127 228 195
– Benefits-in-kind 46 69 – –
3,233 2,258 877 603
Included in the Non-Executive Directors’ remuneration are amounts paid to a Director in his capacity as executive director for
the subsidiary.
The number of directors whose total remuneration for the financial year which fall within the following bands are as follows:
The Group
Number of Directors
2004 2003
RM’000 RM’000
Range of remuneration
Non-Executive Directors
RM50,000 and below 1 1
RM50,001 – RM100,000 2 2
RM100,001 – RM150,000 2 2
RM200,001 – RM250,000 1 1
RM300,001 – RM350,000 – 1
RM400,001 – RM450,000 1 –
RM1,300,001 – RM1,350,000 – 1
Executive Director
RM2,150,001 – RM2,200,000 1 –
36 T A X AT I O N
Current tax
Malaysian income tax 218,054 365,582 46,849 71,090
Overaccrual of prior years (114,471) (1,288) (36,296) –
Benefit from previously unrecognised tax loss (44,625) (3,495) – –
Share of tax of associates 3,315 1,387 – –
Share of tax of jointly controlled entities 75 – – –
Tax calculated at a rate of 28% (2003: 28%) 305,235 347,443 84,107 106,206
Income not subject to tax (47,900) (57,407) (36,594) (49,612)
Effect of different tax rates in other countries (23,960) (8,027) – –
Expenses not deductible for tax purposes 124,497 7,879 3,634 18,026
Utilisation of previously unrecognised tax losses (114,481) (3,495) – –
Overprovision in prior years (99,364) – (36,296) –
Tax charge of current year 144,027 286,393 14,851 74,620
The Group
2004 2003
RM’000 RM’000
Tax losses
Tax losses which the related tax credit has not been recognised in the
financial statements 898 197,748
2004 2003
2004 2003
RM’000 RM’000
2004 2003
Unit ’000 Unit ’000
Diluted earnings per share (expressed in sen per share) 27.0 30.0
Dividends declared or proposed in respect of the financial year ended 31 December 2004 are as follows:
The Group and the Company
2004 2003
Amount of Amount of
Gross per dividend Gross per dividend
share net of tax share net of tax
sen RM’000 sen RM’000
The proposed dividends for the previous financial year were approved by the shareholders and paid in this financial year. This
is shown as a deduction from the retained profits in the statement of changes in equity.
In respect of this financial year, the proposed first and final dividend and the special dividend for ordinary shares as detailed
above will be put forth for the shareholders’ approval at the forthcoming Annual General Meeting. The proposed first and
final dividend and the special dividend will be reflected in the financial statements for the next financial year ending 31
December 2005 when approved by the shareholders.
39 S I G N I F I C A N T R E L AT E D PA R T Y T R A N S A C T I O N S A N D B A L A N C E S
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other significant
related party transactions and balances. The related party transactions described below were carried out on terms and
conditions obtainable in transactions with unrelated parties unless otherwise stated. Interest rates on fixed and short-term
deposits were at normal commercial rates.
The Company
2004 2003
RM’000 RM’000
39 S I G N I F I C A N T R E L AT E D PA R T Y T R A N S AC T I O N S A N D B A L A N C E S ( C O N T I N U E D )
The Company
2004 2003
RM’000 RM’000
Units Units
Director
Employee Share Option Scheme (b) 800,000 1,000,000
(a) Amount due from shareholder and Minister of Finance (Incorporation) (“MoF”)
This amount represents balance of the full and final settlement amount agreed in respect of the claims submitted by a
subsidiary bank through the Company to the MoF and Khazanah Nasional Berhad (“Khazanah”) pursuant to the Share
Exchange Agreement (“SEA”) dated 8 February 1999 and the Supplemental Agreement to the SEA dated 16 August
1999. The amount has been fully settled during the year.
(b) The employee share options were granted to a Director on the same terms and conditions as those offered to other
employees of the Company as disclosed in Note 26 to the financial statements.
40 C OM M I T M E N TS A N D C O N T I N G E N C I E S
In the normal course of business, the Group made various commitments and incurred certain contingent liabilities with legal
recourse to its customers. No material losses are anticipated as a result of these transactions. The commitments and
contingencies are not secured against the Group’s assets.
40 C OM M I T M E N T S A N D C O N T I N G E N C I E S ( C O N T I N U E D )
2004 2003
Credit Credit
Principal equivalent Principal equivalent
RM’000 RM’000 RM’000 RM’000
The Group
Direct credit substitutes 3,079,400 3,079,400 3,008,062 3,008,062
Certain transaction-related contingent items 2,865,650 1,432,825 2,668,862 1,334,432
Short-term self-liquidating trade-related contingencies 3,297,660 659,532 2,957,962 591,593
Obligations under underwriting agreement 155,493 77,746 163,546 81,773
Irrevocable commitments to extend credit:
– Maturity not exceeding one year 20,710,988 – 19,139,243 –
– Maturity exceeding one year 3,886,611 1,943,306 3,418,163 1,709,082
Asset sold under recourse – – 66,570 66,570
Miscellaneous commitments and contingencies 5,736,705 – 6,581,943 –
39,732,507 7,192,809 38,004,351 6,791,512
The Company
Interest rate related contracts:
– one year to less than five years 250,000 4,100 250,000 6,600
40 C OM M I T M E N TS A N D C O N T I N G E N C I E S ( C O N T I N U E D )
The Group
Foreign exchange related contracts:
– Forward exchange contracts 9,261,781 90,718 10,323,185 192,886
– Cross currency swaps 1,502,502 163,242 912,335 111,635
– Foreign exchange swaps – – 22,745 341
10,764,283 253,960 11,258,265 304,862
The Company
Interest rate related contracts:
– Interest rate swaps 250,000 4,100 250,000 6,600
The Group has also given a continuing guarantee to Bank Negara Malaysia and Labuan Offshore Financial Services Authority
to meet the liabilities and financial obligations and requirements of its subsidiaries, Bumiputra-Commerce Bank (L) Limited
and CIMB (L) Limited respectively, arising from their offshore banking business in the Federal Territory of Labuan.
Foreign exchange and interest rate related contracts are subject to market risk and credit risk.
Included in the Group’s commitments and contingencies is RM34,517,000 of irrevocable commitments to extend credit with
maturity less than one year relating to the jointly controlled entity.
Market risk
Market risk is the potential change in value caused by movement in market rates or prices. The contractual amounts stated
above provide only a measure of involvement in these types of transactions and do not represent the amounts subject to
market risk. Exposure to market risk may be reduced through offsetting on and off-balance sheet positions. As at
31 December 2004, the amount of contracts which were not hedged and, hence, exposed to market risk was
RM1,521,853,000 (2003: RM1,371,158,000).
40 C OM M I T M E N T S A N D C O N T I N G E N C I E S ( C O N T I N U E D )
Credit risk
Credit risk arises from the possibility that a counterparty may be unable to meet the terms of a contract in which the Group
has a gain position. As at end of 2004, the amount of credit risk, measured in terms of the cost to replace the profitable
contracts, was RM1,381,494,000 (2003: RM1,004,255,000). This amount will increase or decrease over the life of the
contracts, mainly as a function of maturity dates and market rates or prices.
41 C A P I TA L C OM M I T M E N TS
Capital expenditure approved by Directors but not provided for in the financial statements amounted to approximately:
The Group The Company
2004 2003 2004 2003
RM’000 RM’000 RM’000 RM’000
Capital expenditure:
Authorised and contracted for 466,882 103,368 339,020 160
Authorised but not contracted for 810,671 553,417 421,650 548,500
At 31 December 1,277,553 656,785 760,670 548,660
Analysed as follows:
The Group The Company
2004 2003 2004 2003
RM’000 RM’000 RM’000 RM’000
42 L E A S E C OM M I T M E N TS
The lease commitments are in respect of rented premises and hired equipment, all of which are classified as operating
leases. A summary of the non-cancellable long-term commitments net of sub-leases are as follows:
The Group
2004 2003
RM’000 RM’000
43 S EGM E N T R E P O R T I N G
Corporate Banking
Corporate and institutional banking focuses on the large listed corporations, multinational companies, Federal and
State Government clients. It promotes traditional banking products, project financing, corporate loans, margin lending
and others. Included under Corporate Banking are offshore activities carried out by Bumiputra-Commerce Bank (L)
Limited, the offshore banking arm for the Group. Borrowing and lending facilities are offered in major currencies
mainly to corporate clients.
Business Banking
Business banking focuses on middle market customers. It promotes trade finance and overdraft facilities for small and
medium enterprises. Also, included under this segment is the commercial banking and related financial services of South
East Asian Bank Limited, which focuses predominantly on the middle market customers. Leasing and financing activities
carried out by Bumiputra-Commerce FactorsLease Berhad (“BCFLB”) (previously known as Bumiputra-Commerce
Leasing Berhad) which clientele consist of mainly middle market customers have also been included in this segment.
Retail Banking
Retail banking focuses on individual customers and small businesses. It promotes products such as residential
mortgages, shophouse loans, shares financing and other various type of retail and consumer loans.
Treasury
Treasury focuses on treasury activities and services which include foreign exchange, money market, derivatives and
capital market instruments trading.
Debt related
Debt related mainly comprises proprietary trading and market making in the secondary market for debt, debt related
derivatives and structured products. It includes the origination of lending products such as corporate loans and margin
lending. It also invests in proprietary capital.
Equity related
Equity related mainly comprises institutional and retail broking business for securities listed on Bursa Malaysia
Securities Berhad. It also includes income from trading and investing in domestic and regional equities market.
172
(a) Primary reporting format – business segments (Continued)
2004
Financial
advisory
and under- Support
Retail Business Corporate writing Debt Equity and
banking banking banking Treasury business business business others Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(50841-W)
for the financial year ended 31 December 2004
Non interest income 188,495 196,554 174,898 199,946 139,848 110,075 111,697 352,455 1,473,968
1,439,639 879,327 599,281 318,368 139,848 307,761 111,697 381,571 4,177,492
Overhead expenses (655,096) (207,287) (86,915) (25,843) (50,340) (77,574) (26,561) (780,063) (1,909,679)
Profit before provision 784,543 672,040 512,366 292,525 89,508 230,187 85,136 (398,492) 2,267,813
Loan loss and provision (323,047) (538,859) (301,556) 30,122 – 5,221 – 5,684 (1,122,435)
Provision for other receivables – – – – (14,826) – 3,318 (19) (11,527)
Provision for commitment
and contingencies – – – – – – – (259) (259)
Segment result 461,496 133,181 210,810 322,647 74,682 235,408 88,454 (393,086) 1,133,592
Unallocated costs – – – – – – – (43,728) (43,728)
Share of results of jointly
controlled entities (3,509) – – – – – – – (3,509)
Share of results of associates – – – – – – – 3,769 3,769
Profit before taxation 457,987 133,181 210,810 322,647 74,682 235,408 88,454 (433,045) 1,090,124
Taxation – – – – – – – (140,637) (140,637)
Share of tax of associates – – – – – – – (3,315) (3,315)
Share of tax of jointly
controlled entities – – – – – – – (75) (75)
Net profit for the
financial year 457,987 133,181 210,810 322,647 74,682 235,408 88,454 (577,072) 946,097
43 S EG M E N T R E P O R T I N G ( C O N T I N U E D )
(a) Primary reporting format – business segments (Continued)
2004
Financial
advisory
and under- Support
Retail Business Corporate writing Debt Equity and
banking banking banking Treasury business business business others Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Segment assets 23,076,044 18,888,971 21,734,356 26,277,090 67,129 13,954,753 607,050 6,286,779 110,892,172
Investment in associates – – – – – – 1,274 69,871 71,145
23,076,044 18,888,971 21,734,356 26,277,090 67,129 13,954,753 608,324 6,356,650 110,963,317
Unallocated assets – – – – – – – 1,007,344 1,007,344
Total assets 23,076,044 18,888,971 21,734,356 26,277,090 67,129 13,954,753 608,324 7,363,994 111,970,661
Segment liabilities 22,889,848 15,927,210 26,159,851 21,875,108 3,085 12,705,903 385,592 2,011,846 101,958,443
Unallocated liabilities – – – – – – – 196,726 196,726
Total liabilities 22,889,848 15,927,210 26,159,851 21,875,108 3,085 12,705,903 385,592 2,208,572 102,155,169
(50841-W)
the interest yield curve according to the term structure of maturity.
173
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2004
43 S EGM E N T R E P O R T I N G ( C O N T I N U E D )
174
(a) Primary reporting format – business segments (Continued)
2003
Financial
advisory
and under- Support
Retail Business Corporate writing Debt Equity and
banking banking banking Treasury business business business others Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(50841-W)
for the financial year ended 31 December 2004
Non interest income 120,860 179,709 83,116 196,943 130,814 68,692 106,462 145,338 1,031,934
969,520 688,526 498,237 264,604 130,814 275,655 106,462 644,749 3,578,567
Overhead expenses (453,055) (185,602) (63,787) (26,754) (34,984) (69,706) (24,821) (807,956) (1,666,665)
Profit before provision 516,465 502,924 434,450 237,850 95,830 205,949 81,641 (163,207) 1,911,902
Loan loss and provision (152,408) (206,780) (81,362) – – 9,995 – (201,361) (631,916)
Provision for other receivables – – – (3,021) (9,621) – – – (12,642)
Writeback of provision for
commitments and
contingencies – – – – – – – 2,101 2,101
Segment result 364,057 296,144 353,088 234,829 86,209 215,944 81,641 (362,467) 1,269,445
Unallocated costs – – – – – – – (39,514) (39,514)
Share of results of associates – – – – – – – 10,936 10,936
Profit before taxation 364,057 296,144 353,088 234,829 86,209 215,944 81,641 (391,045) 1,240,867
Taxation – (2,067) – – – – – (282,939) (285,006)
Share of tax of associates – – – – – – – (1,387) (1,387)
Net profit for the
financial year 364,057 294,077 353,088 234,829 86,209 215,944 81,641 (675,371) 954,474
43 S EGM E N T R E P O R T I N G ( C O N T I N U E D )
Segment assets 13,497,746 16,241,091 16,536,233 23,787,558 85,939 12,641,888 402,002 14,279,266 97,471,723
Investment in associates – – – – – – 319 55,058 55,377
13,497,746 16,241,091 16,536,233 23,787,558 85,939 12,641,888 402,321 14,334,324 97,527,100
Unallocated assets – – – – – – – 406,877 406,877
Total assets 13,497,746 16,241,091 16,536,233 23,787,558 85,939 12,641,888 402,321 14,741,201 97,933,977
Segment liabilities 16,079,388 14,806,871 17,642,210 20,232,762 2,118 11,163,976 270,506 8,737,780 88,935,611
Unallocated liabilities – – – – – – – 266,698 266,698
Total liabilities 16,079,388 14,806,871 17,642,210 20,232,762 2,118 11,163,976 270,506 9,004,478 89,202,309
(50841-W)
175
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2004
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2004
43 S EGM E N T R E P O R T I N G ( C O N T I N U E D )
2004
Malaysia 2,079,024 88,827,061 169,133
Indonesia 531,464 12,490,787 33,204
Other countries 93,036 10,652,813 5,326
2,703,524 111,970,661 207,663
2003
Malaysia 1,802,736 78,955,751 126,465
Indonesia 415,061 10,597,471 17,466
Other countries 328,836 8,380,755 558
2,546,633 97,933,977 144,489
44 C A S H A N D C A S H EQ U I VA L E N TS
Cash and cash equivalents included in the Group and the Company’s cash flow statement comprise the following:
The Group The Company
2004 2003 2004 2003
RM’000 RM’000 RM’000 RM’000
Included in cash and short term funds of the Group are trust accounts maintained by the securities subsidiaries in trust for
clients’ and dealer’s representatives amounting to RM35,339,000 (2003: RM31,976,044) and RM6,206,000 (2003:
RM5,990,892) respectively.
45 S I G N I F I C A N T E V E N T S D U R I N G T H E F I N A N C I A L YE A R
The total cash consideration of RM375,000,000 will be financed by the internally generated funds and borrowings. As
at 31 December 2004, the Company has paid RM37,500,000 being the ten per centum (10%) of the total cash
consideration upon signing of the SPA.
ShareTech had been acquired by CIMB Securities in 2001, in line with the industry consolidation drive. Subsequent to
that, its stock-broking business had been merged with that of CIMB Securities, and ShareTech’s stock-broking licence
had been surrendered to the regulators.
(c) Acquisition of the entire paid-up share capital of 110,000,000 ordinary shares of RM1.00 each in Commerce
Assurance Berhad (formerly known as AMI Insurans Berhad) from New Straits Times Press (Malaysia) Berhad
(“NSTP”) and Pitisan Sdn Bhd (“Pitisan”)
On 12 February 2004 the Company entered into a share sale agreement (“Agreement”) with NSTP and Pitisan, a wholly-
owned subsidiary of NSTP (collectively referred to as the “Vendors”) to acquire the entire issued and paid-up share
capital in Commerce Assurance Berhad comprising 110,000,000 shares for a total cash consideration of RM173,500,000.
The 110,000,000 Commerce Assurance Berhad shares are acquired free from all encumbrances and together with all
rights attached or attaching thereto (including the right to all dividends or distributions declared, made or paid thereon)
at the date of completion of the acquisition.
The total cash consideration of RM173,500,000 will be satisfied in the following manner:
(i) the sum of RM17,350,000 being ten per centum (10%) of the purchase consideration shall be paid by the
Company to the vendors upon execution of the agreement; and
(ii) the balance sum of RM156,150,000 shall be paid on the date of completion of the acquisition.
45 S I G N I F I C A N T E V E N TS D U R I N G T H E F I N A N C I A L YE A R ( C O N T I N U E D )
(e) Joint Venture Agreement entered into between Bumiputra-Commerce Finance Berhad (“BCF”) and Proton
Edar Sdn Bhd (“PESB”) (“Proposed Joint Venture”)
BCF, a Bank’s subsidiary, had earlier in 2003, entered into a Joint Venture Agreement with PESB to set up a Joint
Venture Company with the business objective of gaining access to the customers of PESB. A joint venture entity was
formed, namely Proton Commerce Sdn Bhd (“PCSB”). The shareholding was held in equal proportions between BCF
and PESB.
On 15 January 2004, approval was obtained from the relevant authority on BCF investment in PCSB. As a result, the
Proposed Joint Venture became unconditional on 20 February 2004.
On 20 February 2004, BCF had entered into an Operation Agreement (“OA”) with PESB and PCSB in relation to the
business operation of PCSB and the said OA became effective on the same date.
The Notes constitute liabilities of CIMB, and are subordinated in right of payment to the deposit liabilities of CIMB in
accordance with the terms and conditions of the issue and qualify as Tier 2 capital for the purpose of determining the
capital adequacy ratio of CIMB.
45 S I G N I F I C A N T E V E N T S D U R I N G T H E F I N A N C I A L YE A R ( C O N T I N U E D )
The reverse stock split became effective at the Jakarta and Surabaya Stock Exchange on 21 May 2004.
The redeemable non-cumulative preference shares rank in priority to the existing ordinary shares of CIMB (L) Limited
with respect to payment of dividend and amounts recoverable upon liquidation, disolution or winding up of CIMB (L)
Limited.
(l) Issuance of USD125 million nominal value zero coupon guaranteed convertible bonds due 2009 by Commerce
Capital (Labuan) Ltd.
On 20 September 2004, the Company announced that the aggregate principal amount of the guaranteed convertible
bonds to be issued by Commerce Capital (Labuan) Ltd, a subsidiary, is USD125 million.
The five year zero coupon guaranteed convertible bonds are convertible into new ordinary shares of RM1.00 each in
the Company at the option of the bondholders at anytime during the Conversion Period. The bonds may also be
redeemed at the option of the bondholders in whole or in part at any time after three years.
45 S I G N I F I C A N T E V E N TS D U R I N G T H E F I N A N C I A L YE A R ( C O N T I N U E D )
(m) Proposed Joint Venture with Mapletree Capital Management Pte Ltd
On 10 November 2004, CIMB Bhd announced that through its wholly-owned subsidiary, CIMB Real Estate Sdn Bhd
(“CIMB RE”), had formed a joint venture with Mapletree Capital Management Pte Ltd (“Mapletree”), a wholly owned
subsidiary of Mapletree Investments Pte Ltd, which is in turn a wholly-owned subsidiary of Temasek Holdings (Private)
Limited, Singapore (“Temasek”). CIMB RE was incorporated on 5 November 2004.
The joint venture company is known as CIMB-Mapletree Management Bhd (“CMM”) and will undertake real estate
investment advisory and real estate fund management services to a proposed real estate fund to be set up by both
parties to be known as “CM-1” and other real estate funds in Malaysia. CIMB RE will hold a 60% stake in CMM while
Mapletree will hold the balance 40%.
(n) Disposal of Commerce Asset Fund Managers Sdn Bhd (“CAFM”) and Commerce Trust Berhad (“CTB”) to CIMB
Berhad
Pursuant to the Sale and Purchase Agreement between the Company and CIMB Berhad dated 18 August 2004 the
Company had disposed off its direct 70% equity interest in CAFM comprising 3,850,000 ordinary shares of RM1.00
each for a cash consideration of RM18,000,000 and its direct 70% equity interest in CTB comprising 4,900,000
ordinary shares of RM1.00 each for a cash consideration of RM17,000,000 respectively. The disposal was completed
on 23 November 2004.
The disposal of CAFM and CTB resulted in a gain of RM13,875,000 and RM10,960,000 respectively in the Company’s
financial statements.
The effects of the disposal on the results and the financial position of the Group amounted to approximately
RM102,000 and RM138,000 respectively.
(o) Proposed rationalisation of the fund management business of CAFM with unit trust business of CTB
(“Proposed Business Rationalisation”)
On 10 December 2004, CIMB Berhad proposed to undertake a rationalisation of its fund management and unit trust
businesses through CTB. In relation thereto, CAFM had on 9 December 2004, entered into the Business
Rationalisation Agreement with CTB for the purpose of the Proposed Business Rationalisation whereby CAFM shall
sell and transfer to CTB the assets and liabilities in relation to or utilised in the fund management business of CAFM
(“CAFM Business”) to form a single fund management and unit trust entity under CTB.
CTB will assume the obligations and responsibilities in discharging all the liabilities and other obligations of CAFM
pursuant to the CAFM business and in consideration, CAFM will transfer and vest to CTB all its rights, titles and
interests on the assets including all rights of enforcements, demands, claims and entitlements of CAFM arising from
or in connection with the fund management business of CAFM, up to and including the completion date of the
Proposed Business Rationalisation.
The Proposed Business Rationalisation is expected to be completed in the second quarter of the financial year ending
31 December 2005.
45 S I G N I F I C A N T E V E N T S D U R I N G T H E F I N A N C I A L YE A R ( C O N T I N U E D )
(q) Disposal of investment in foreign subsidiaries, Niaga Finance Company Ltd., Hong Kong and its subsidiary,
Niaga Remittance Ltd., Hong Kong (“Niaga Finance Group”) by PT Bank Niaga
As at 31 December 2004, PT Bank Niaga has divested all of its ownership of 150,000,000 shares in Niaga Finance
Company Ltd. at the disposal price of HKD147 million. On 31 December 2004, the purchaser, Royal Delight Ltd. has
made payment of HKD10 million whilst the remaining balance will be paid in three installments in 2005. The remaining
balance is secured by all shares of Niaga Finance Company Ltd. and a personal guarantee from the ultimate major
shareholder of Royal Delight Ltd.
Arising from the disposal, PT Bank Niaga has recognised a net income of IDR150,249,000,000 in the current year’s
income statement (from the income of realisation of cumulative translation adjustments, including exchange gain from
dividend received, and the loss on the difference between the disposal price and the carrying value on the date of the
disposal of the investment).
46 S I G N I F I C A N T E V E N T S S U B S EQ U E N T TO B A L A N C E S H E E T D AT E
(a) (i) Proposed acquisition of stock broking business of G. K. Goh Holdings Limited by a wholly-owned
subsidiary (a Special Purpose Vehicle company to be incorporated in Singapore) of CIMB Berhad
On 13 January 2005, the Company had announced on the proposed acquisition of the stockbroking and
stockbroking-related companies of G.K. Goh Holdings Limited by a wholly owned subsidiary of CIMB Berhad to
be incorporated in Singapore (“CIMBB SPV”), for a total cash consideration of Singapore Dollar, SGD239.14
million.
(iii) Proposed renounceable restricted offer for sale of the CIMB Berhad’s share by the Company
Upon completion of (i) and (ii) above, the Company will offer CIMBB’s shares for sale to the existing CIMB
Berhad’s shareholders, at an offer price of RM4.50 per CIMBB share on the basis of one CIMBB share for every
nine existing CIMBB shares.
(b) Disposal of investment in foreign subsidiaries, Niaga Finance Company Ltd., Hong Kong and its subsidiary,
Niaga Remittance Ltd., Hong Kong (“Niaga Finance Group”) by PT Bank Niaga
On 31 January 2005, PT Bank Niaga has received the second installment payment of HKD25 million from Royal
Delight Ltd.
47 C A P I TA L A D EQ UAC Y
Tier I capital
Paid-up capital 2,587,839 2,718,341
Share premium 213,867 525,212
Other reserves 3,638,452 3,083,719
Total Tier I capital 6,440,158 6,327,272
Tier II capital
Subordinated loans 718,740 736,510
Subordinated notes issued 1,519,488 1,140,000
General provision for bad and doubtful debts 949,771 862,183
Other 103,820 150,388
Total Eligible Tier II capital 3,291,819 2,889,081
Less:
Investments in subsidiaries (718,696) (609,305)
Subordinated term debt – (52,402)
Holding of other banking institution’s capital (19,000) –
8,994,281 8,554,646
47 C A P I TA L A D EQ UAC Y ( C O N T I N U E D )
The above capital adequacy ratio calculations are based on the guidelines issued by Bank Negara Malaysia to the
banking institutions. Although the Company is not subject to the above guidelines, disclosure of the capital adequacy
ratios are made on a voluntary basis.
The Group capital adequacy ratios above refer to those of the Company’s banking subsidiaries BCB (includes the
operations of Bumiputra-Commerce Bank (L) Limited), CIMB (includes the operations of CIMB (L) Limited) and
PT Bank Niaga Tbk.
Included in the zero percent risk-weighted assets for a subsidiary bank is an amount due from DUSB amounting to
RMnil (2003: RM375,195,000) that carry zero risk-weight in accordance with Bank Negara Malaysia’s approval letter
dated 16 July 1999.
48 A CQ U I S I T I O N
(a) Acquisition of Commerce Assurance Berhad (formerly known as AMI Insurans Berhad)
On 18 February 2004, the Company completed the acquisition of 100% equity interest in Commerce Assurance
Berhad (formerly known as AMI Insurans Berhad). Total puchase consideration has been settled via cash.
The effect of the acquisition on the financial results of the Group during the financial year is as follows:
2004
RM’000
48 A CQ U I S I T I O N ( C O N T I N U E D )
(a) Acquisition of Commerce Assurance Berhad (formerly known as AMI Insurans Berhad) (Continued)
The effect of the acquisition on the financial position of the Group as at 31 December 2004 is as follows:
2004
RM’000
Details of net assets acquired, goodwill and cash flow arising from the acquisition are as follows:
At date of
acquisition
RM’000
48 A CQ U I S I T I O N ( C O N T I N U E D )
The effect of the acquisition on the financial results of the Group during the financial year is as follows:
2004
RM’000
The effect of the acquisition on the financial position of the Group as at 31 December 2004 is as follows:
2004
RM’000
48 A CQ U I S I T I O N ( C O N T I N U E D )
49 DISPOSAL
Disposal of Niaga Finance Company Ltd, Hong Kong and its subsidiary, Niaga Remittance Ltd, Hong Kong (“Niaga
Finance Group”)
On 30 December 2004, PT Bank Niaga has disposed off its 100% equity interest in Niaga Finance Company Limited. The
disposal represents the total equity stake of PT Bank Niaga in Niaga Finance Group.
The effect of the disposal on the financial results of the group is as follows:
At date of
disposal
RM’000
Niaga Finance Group
Interest income 14,340
Interest expense (62)
Net interest income 14,278
Loan loss and provision (4,872)
9,406
Non interest income 3,754
Net income 13,160
Overhead expense (9,161)
Profit before taxation 3,999
Taxation (1,165)
Net profit for the financial period 2,834
49 DISPOSAL (CONTINUED)
The effect of the disposal on the financial position of the Group as at 31 December 2004 is as follows:
At date of
disposal
RM’000
50 U S E O F F I N A N C I A L I N ST R U M E N TS
The Group operates within a clearly defined set of principles and guidelines that are approved by the Board. Various
working committees were formed at the operating subsidiaries in carrying out the process to ensure that all
identifiable risks are addressed and managed adequately.
The main areas of financial risks faced by the Group and the policies to address these financial risks in respect of the
Company and the major areas of banking activities represented by the commercial banks, namely Bumiputra-Commerce
Bank Berhad and PT Bank Niaga Tbk and the investment banking group, CIMB Group are set out as follows:-
Market risk
The Company
The Company’s market risk exposures arise mainly from placement of cash at banking subsidiaries such as Bumiputra-
Commerce Bank Berhad, Bumiputra-Commerce Finance Berhad, Commerce International Merchant Bankers Berhad,
PT Bank Niaga, placement of funds managed by Commerce Asset Fund Managers Sdn Bhd and also placement of
funds in the form of unit trusts managed by Commerce Trust Berhad. For these placements, market risks is mitigated
by risk management framework and regulated investment policies and procedures that exist at the respective
subsidiaries. The performance of respective placements is monitored via the monthly statements and reports
submitted and acknowledged by the management.
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
Market risk arises in BCB during the course of doing business, which is in the form of trading activity and meeting
customer demand, and also in the investment in corporate bond, either in Private Debt Securities (“PDS”) or in the
international bond market where the bonds may be fixed or floating rate bonds.
BCB also transacts in derivatives such as Interest Rate Swap (“IRS”), Currency Swap, Cross Currency Interest Rate
Swap (“CCIRS”), Assets Swap and Futures.
BCB also sets cut loss limit for all trading activities. The cut loss limit set is by day, month and year, where it also takes
into account the realised and unrealised losses. Based on the current low and stable interest, interest rate risk at BCB
is currently assessed as low.
BCB is adopting a strategy by entering into derivative swap transactions to swap the fixed interest rates to floating
rates and to change repricing into shorter and manageable period of 3 or 6 months.
BCB is guided by the Treasury Risk Management policy in governing the trading and other global treasury activities.
BCB has made progress in adopting best practice Value at Risk (“VaR”) methodology in estimating the potential loss
over certain confidence interval (“CI”) and over specific time horizon. A stress testing will also be conducted. BCB will
be adopting the VaR approach in measuring and controlling market risk. VaR is a technique that produces estimate of
potential loss in value over a portfolio over a specified time horizon at a given CI.
The setting up of a banking data warehouse under the Decision Support System (“DSS”) Project has almost come to
its completion for the entire Risk Management and Financial Analysis requirement.
Marco defines acceptable limits on trading exposures, including daily net open position limits and potential losses on
current positions. Factors considered in setting these position limits include risk and return levels acceptable by
management. Position limits are reviewed at least twice a year, although in periods of extreme volatility they are
scrutinised more often or suspended altogether momentarily.
Trading limits are monitored daily on a mark-to-market basis and by applying the VaR concept. Thus, by keeping track
of its daily VaR, Bank Niaga is in a position to liquidate its gap, which indicates a potential loss greater than the
allowable limits.
Bank Niaga is currently preparing the implementation of Treasury & Risk Management System Automation. The
system which covers front, middle and back office will enable Bank Niaga to have more efficient and effective treasury
and market risk management.
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
Market risk within CIMB Group as a result of CIMB Group’s trading activities can arise either from customer-related
business or from proprietary positions. CIMB and CIMB Discount House Bhd, make markets in debt securities as well
as interest rate and currency derivative instruments; while equity proprietary activities are carried out by CIMB, broking
arm and offshore subsidiary. In general, CIMB Group manages its trading positions by employing a variety of hedging
strategies, including the use of derivative instruments.
CIMB Group manages market risk through risk limits set by the Risk Committee. The Market Risk Committee
(“MRC”), whose role, amongst others, is to oversee CIMB Group’s exposure to interest rate and equity risks and to
consider and determine trading, investment and underwriting proposals within defined limits.
The utilisation of interest rate and equity risk limits is reviewed on a daily basis, by the Risk Management Unit
(“RMU”) who employs statistical methods to measure and monitor the risks associated with CIMB Group’s trading
activities. The RMU also provides independent valuation of portfolios and generates daily and weekly risk position
reports for the information of senior management.
CIMB Group has adopted a VaR approach in the measurement of interest rate and equity risks. VaR is a statistical
measure of the potential losses that could occur due to movements in market rates and prices over a specified time
horizon within a given confidence level.
Credit risk
The Company
Credit risk is the risk of loss due to the failure of a counter party to meet its financial obligations due to the Company.
Except for intercompany balances, the Company is not exposed to any other significant credit risk.
Credit risk is the potential for loss due to the failure of a counterparty or borrower to meet its financial obligations. Key
to the credit risk management is to ensure that structures and processes are in place to maintain and continuously
enhance BCB’s risk assessment capabilities in key areas of credit. These include sound credit policies/procedures,
quality credit approvals, appropriate risk measurement/methodology, strong credit controls with independent reviews
and effective/workable recovery strategies. Credit portfolio risk is also monitored through setting and reviewing
concentration limits according to various categories such as customer, industry, segment and product types.
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
BCB has issued board-approved Credit Risk Policy Guide (“CRPG”), which outlines limiting risk, risk pricing, and credit
risk rating and measurement, reporting and Management Information System (“MIS”). Key business unit’s policies
and procedures have been documented and approved by the Board for application across BCB. Regular review and
updates are performed to ensure the documentation is current.
The process of evaluating and categorising risk is at the heart of credit risk management. It is the foundation of good
decisions, good pricing and good control.
BCB has established an internal rating system for corporate and business loans that enable credit officers to classify
the credit risk of individual credit, assists them in making informed decisions on approval and pricing of loans.
Additionally, it assists in tracking and monitoring loans at portfolio basis. For retail exposures, which are defined as
large homogeneous portfolio of low values and the incremental risk of any exposure is small, a credit scoring system
is employed for mortgages and auto financing approval products.
The credit strategy and goal setting are planned and established by the Credit Risk and Policy Committee who is also
responsible for managing credit portfolio and credit risk. The Credit Risk and Policy Committee meets at least 6 times
a year and is chaired by Director of Compliance and Risk Management and attended by the President Director and the
other Board of Senior Executive members.
The main factor that can control and reduce credit risk is the ability and maturity level of the credit units to analyse the
credit, which will eventually result in a balance between credit risk and business development considerations.
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
Credit risk arises in many of the CIMB Group’s business activities. In lending activities, it occurs primarily through
loans as well as commitments to support clients’ obligations to third parties, i.e. guarantees. In sales and trading
activities, credit risk arises because of the possibility that CIMB Group’s counterparties will not be able or willing to
fulfill their obligation on transactions on or before settlement date. In derivative activities, credit risk arises when
counterparties to derivative contracts, such as interest rate swaps, are obligated to pay CIMB Group the positive fair
value or receivable resulting from the execution of contract terms.
The CRC ensures that the risk exposures undertaken match the risk appetite of CIMB Group, and that proper
authorisation procedures are adhered to. Problematic exposures identified by the business units and management are
carefully monitored and proactive measures taken, where possible, to minimise financial loss to CIMB Group. All
exposures are proactively assessed for potential risk and those identified as potentially problematic are managed
centrally by the Credit & Special Assets Unit, a dedicated and specialised team within the risk management function.
All credit exposures are given an internal rating, based on a combination of ratios and qualitative criteria. Adherence to
set credit limits is monitored on a daily basis by the RMU who combine all exposures for each counterparty, including
off-balance sheet and potential exposures, and ensure that limits are not exceeded. CIMB Group also has in place
credit guidelines that limit its exposure to any one counterparty or group, industry sector and rating classification.
Netting arrangements
CIMB Group also enters into master agreements that provide for close-out and settlement netting with counterparties,
whenever possible. A master agreement that governs all transactions between two parties, creates the greatest legal
certainty that credit exposure will be netted. In effect, it enables the netting of outstanding obligations upon
termination of outstanding transactions if an event of default occurs.
The extent to which the CIMB Group’s overall exposure to credit risk is reduced through a master netting arrangement
may change substantially within a short period following the balance sheet date, as the exposure is affected by each
transaction subject to the agreement.
Liquidity risk
The Company
Liquidity risk is the risk where the Company is unable to meet its obligations when they fall due.
The Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to
finance the operations of the Company and any potential strategic investments.
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
Management recognises the high importance of liquidity and interest rate risk management for a commercial banking
institution like BCB. Policy formulation is on-going to clearly outline the risk controls over processes and models used
in response to changes in market environment. Thus, a Liquidity Risk Management Policy and Interest Rate Risk
Management Policy have been formulated and implemented to establish good controls in being able to generate good
interest income and meet financial commitments as they fall due. In addition, a bank-wide Liquidity Contingency Plan
has been developed as an integrated operational plan detailing a list of predetermined contingency plans during a
liquidity crisis.
For liquidity management, the primary tool used is the Bank Negara Malaysia’s New Liquidity Framework (“NLF”).
Besides meeting monthly compliance of the NLF, BCB utilises the NLF to conduct stress test and to monitor maturity
mismatches over successive time bands, concentration of funding sources and liquid asset ratio. Initiative to improve
BCB’s funding structure and the liquidity and interest rate risk management is also on going with the progressive
implementation of a Funds Transfer Pricing System (“FTP”). Meanwhile, BCB has in place an asset liability
management system to measure overall balance sheet performance and under various scenarios. Timely market
valuation, gap analysis, net interest income simulation, stress testing and exception reports are furnished to MRC so
that corrective action could be taken.
Bank Niaga sets the interest rate through interest sensitivity gap simulation and adjustment between the interest rate
of asset and liability and source of fund composition.
Bank Niaga manages its liquidity by focusing on cash inflow and cash outflow. The gap in cash flow is anticipated
through its first tier assets such as reserve requirements and highly liquid short-term marketable securities. Second-
tier assets are managed through short-term placements with other banks and available-for-sale long term marketable
securites. Liquidity is also achieved through prudent structuring of Bank Niaga’s funding. This includes maintaining
proper check and balances in the concentration of the depositors, as well as the amount and maturity of deposits. In
addition, Bank Niaga assures liquidity by maintaining its ability to access the financial market, which in large is
dependent upon its credibility and market standing.
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
There is a Liquidity Risk Committee whose main role is to oversee the overall liquidity management of CIMB Group,
ensure compliance with the liquidity framework prescribed by Bank Negara Malaysia, and review periodically the
assumptions underlying the liquidity risk management framework.
CIMB Group’s liquidity risk management focuses on avoiding over dependence on volatile sources of funding,
diversification of funding maturity structure and of sources of funds, and maintenance of sufficient liquid assets. To
ensure that CIMB Group is able to cover all payment obligations on due dates as part of the liquidity management
process, the RMU prepares liquidity analysis for CIMB and CIMB Discount House Bhd in line with Bank Negara
Malaysia’s liquidity framework. In addition, management action triggers are set to provide timely warning on emerging
liquidity pressures. CIMB Group has also developed a contingency funding plan to deal with extreme liquidity crisis
situations.
Operational risk
The Company
Operational risks that arise from inadequacies or failure in internal processes and controls due to fraud, errors,
inefficiencies, systems failures or external events.
In order to reduce or mitigate these risks, the Company established and maintained an internal control environment,
which incorporates various control mechanisms at different levels throughout the organisation. These control
mechanisms ensure that operational policies and procedures are being adhered to. The responsibilities to oversee
compliance with internal control has been delegated to Group Internal Audit division.
To monitor and control such risk, BCB has established the Operational Risk Management policy to provide the
framework and sets the direction of operational risk management activities.
The Operational Risk Support (“ORS”) Department’s role, which is independent of the Internal Audit Department
(“IAD”), is to carry out pre-emptive measures and control activities to identify, assess, monitor and suggest methods
on mitigation.
The key focus of the ORS’s approach is to add value to the operational risk management function. The activities carried
out by the ORS include the development and implementation of an Operational Risk Management framework,
centralised monitoring of money laundering activities, managing data integrity, review and improve work processes and
controls, and to identify and report on bank-wide operational risks to inculcate awareness of high risk areas in operations.
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
The ORC comprises senior executives from the operational and business units who meet monthly to discuss key
operational risk issues and oversees the operational risk management practices within their respective business units.
BCB has made substantial investments in implementing various Operational Risk Management tools and methodologies.
Among the key initiatives undertaken are:
• Implementation of a bankwide centralised Loss Event Database (“LED”) to collate all loss data within BCB. This is
to enable the tracking of internal losses due to operational activities. This will enable BCB to develop appropriate
mitigation measures for various operational functions especially those that are prone to operational losses. In
addition, the LED will also prepare BCB for advance measurement methods for Operational Risk Measurement as
stated in the Basel II Accord.
• BCB has also implemented a pilot Control Risk Self Assessment (“CRSA”) exercise with several key operating
units. This process had allowed the process owners to independently evaluate the risk that are existent in their
own operational environment to enable high stake issues to be identified and remedial actions taken. The
Operational Risk Management function is targeting to have all the major business units of BCB to undergo the
CRSA process by the end of 2005.
• In addition, BCB has also implemented a pilot project to develop Key Risk Indicators (“KRI”) which are to serve as
early warnings to deterioration of effectiveness in major operational functions. This will be an on-going process and
the learnings from the pilot project will enable BCB to develop proficient methods in analysing data collected for
the KRIs.
The objective of the Operational Risk Management function is to enable improvements to corporate governance and
internal control system of BCB. Ultimately, BCB aims to attain and implement all the best practices of Operational Risk
Management.
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
Going forward, Bank Niaga is in the process of enhancing operational risk management practices through the
development of additional operational risk management tools, including Loss Event Database, Key Risk Indicator and
Risk Dashboard.
CIMB Group
Operational risk includes risks that arise from internal processes of an organisation. These may result from inadequacies
or failures in processes, controls or projects due to fraud, unauthorised activities, error, omission, inefficiency, systems
failures or from external events.
Operational risks are less direct than credit and market risk, but managing them is critical, particularly in a rapidly
changing environment with increasing transaction volumes. In order to reduce or mitigate these risks, CIMB Group
has established and maintained an effective internal control environment, which incorporates various control
mechanisms at different levels throughout the organisation. These control mechanisms are designed to better ensure
that operational policies and procedures are being followed and that CIMB Group’s various businesses are operating
within established corporate policies and limits.
CIMB Group has an Operational Risk Committee with oversight responsibility for all operational and other matters that
affect CIMB Group’s day-to-day activities. The committee also reviews the operating policies and procedures for new
products/businesses to ensure that the supporting infrastructure is in place prior to doing business.
CIMB Group’s aspirations to meet the highest standards in risk, controls and governance are further demonstrated
through its Corporate Risk Scorecard project. This initiative complements the Enterprise Wide Risk Management
(“EWRM”), by capturing and profiling CIMB Group’s risk in a systematic and organised method for identifying,
controlling and monitoring its risk exposure. The scorecard maps out and prioritises the various risks, based on the
possibility of a risk event occurring and its impact on shareholders’ value. It provides the senior management with a
complete view of the enterprise-wide operational risk exposure on a single common platform. This facilitates the
prioritisation of risk issues for CIMB Group to plan its resources and address them accordingly.
196
B Interest rate risk
The tables below summarise the Group’s and the Company’s exposure to interest rate risks. Included in the tables are the Group’s and the
Company’s assets and liabilities at their full carrying amounts, categorised by the earlier of contractual repricing or maturity dates. The off-balance
sheet gap represents the net notional amounts of all interest rate sensitive derivative financial instruments. As interest rates and yield curves
change over time the Group and the Company may be exposed to a loss in earnings due to the effects of interest rates on the structure of the
balance sheets. Sensitivity to interest rates arises from mismatches in the repricing dates, cash flows and other characteristics of the assets and
their corresponding liabilities funding.
The Group
(50841-W)
Up to 1–3 3–6 6 – 12 1–5 Over interest Islamic
for the financial year ended 31 December 2004
Assets
Cash and short-term funds 14,653,908 – – – – – 1,494,834 486,192 16,634,934
Securities purchased under
resale agreements 2,548,521 1,899,680 18,645 16,032 16,030 – – – 4,498,908
Deposits and placements with
banks and other financial
institutions – 990,793 278,408 63,736 10,110 – – 100,000 1,443,047
Dealing securities 1,532,870 881,697 185,594 264,132 3,642,247 1,173,251 562,117 53,210 8,295,118
Investment securities 630,007 747,442 382,829 1,194,469 4,574,339 3,867,151 777,712 – 12,173,949
Loans and advances 41,308,315 3,638,893 3,081,288 2,115,719 7,363,633 8,528,489 (3,433,307) – 62,603,030
Other assets 603,516 97 – – – – 1,670,438 954 2,275,005
Deferred taxation – – – – – – 321,347 – 321,347
Tax recoverable – – – – – – 466,877 – 466,877
Statutory deposits with Bank
Negara Malaysia – – – – – – 1,934,890 – 1,934,890
Associates – – – – – – 71,145 – 71,145
Jointly controlled entities – – – – – – 121,416 – 121,416
Fixed assets – – – – – – 779,492 – 779,492
Goodwill – – – – – – 351,503 – 351,503
Total assets 61,277,137 8,158,602 3,946,764 3,654,088 15,606,359 13,568,891 5,118,464 640,356 111,970,661
50 U S E O F F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )
B Interest rate risk (Continued)
The Group
2004
Non-
Up to 1–3 3–6 6 – 12 1–5 Over interest Islamic
1 month months months months years 5 years bearing Banking Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Liabilities
Deposits from customers 36,029,240 10,054,365 4,967,213 8,327,537 4,145,753 – 10,383,651 197,416 74,105,175
Deposits and placements of
banks and other financial
institutions 3,930,746 2,178,214 1,005,613 91,824 – – 4,506 306,966 7,517,869
Obligations on securities sold
under repurchase agreements 5,300,701 305,563 – – – – – – 5,606,264
Bills and acceptances payable 1,278,032 892,998 134,490 117,291 – – 607,126 – 3,029,937
Floating rate certificates of deposits 228,000 114,000 – – – – – – 342,000
Other liabilities 450,700 36 114,051 – – – 3,702,453 10,323 4,277,563
Taxation – – – – – – 48,772 – 48,772
Amount due to Cagamas Berhad – 2,207 – – 1,841,658 440,013 – – 2,283,878
Loan stocks – – – – 120,402 600,000 – 41,830 762,232
Bonds – – – – 912,118 – – – 912,118
ICULS – – – – – 45,216 – – 45,216
Other borrowings 617,377 456,000 586,224 – 45,056 – – – 1,704,657
Subordinated notes – – – – 379,488 1,140,000 – – 1,519,488
Total liabilities 47,834,796 14,003,383 6,807,591 8,536,652 7,444,475 2,225,229 14,746,508 556,535 102,155,169
On balance sheet
– interest rate gap 13,442,341 (5,844,781) (2,860,827) (4,882,564) 8,161,884 11,343,662
Commitments and contingencies
Cross currency interest rate swaps – 38,000 (950,000) – 912,000 –
Interest rate futures – 1,590,850 (1,050,183) 187,733 (207,200) (521,200)
Interest rate swaps 1,812,279 1,925,198 (568,331) (2,226,688) 738,935 (1,681,393)
(50841-W)
Net interest rate gap 15,254,620 (2,290,733) (5,429,341) (6,921,519) 9,605,619 9,141,069
197
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2004
50 U S E O F F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )
198
B Interest rate risk (Continued)
The Group
2003
Non-
Up to 1–3 3–6 6 – 12 1–5 Over interest Islamic
1 month months months months years 5 years bearing Banking Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Assets
(50841-W)
for the financial year ended 31 December 2004
Liabilities
Deposits from customers 33,687,347 7,232,578 5,180,742 5,890,866 2,617,617 – 8,469,502 75,577 63,154,229
Deposits and placements of
banks and other financial
institutions 4,404,238 2,502,082 1,035,615 118,000 – – – 290,874 8,350,809
Obligations on securities sold
under repurchase agreements 4,438,397 110,426 – – – – – – 4,548,823
Bills and acceptances payable 1,495,839 1,835,667 801,234 158,567 – – 522,147 – 4,813,454
Other liabilities 367,774 13 – – – – 2,752,583 5,792 3,126,162
Amount due to Cagamas Berhad – 14,336 11,196 31,074 271,044 974,603 – – 1,302,253
Loan stocks – – – – 224,000 600,000 – 41,830 865,830
Bonds – – – 2,964 500,000 – – – 502,964
ICULS – – – – – 89,029 – – 89,029
Other borrowings – 722,000 516,800 – – – 69,956 – 1,308,756
Subordinated notes – – – – – 1,140,000 – – 1,140,000
Total liabilities 44,393,595 12,417,102 7,545,587 6,201,471 3,612,661 2,803,632 11,814,188 414,073 89,202,309
(50841-W)
199
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2004
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
200
B Interest rate risk (Continued)
The Company
2004
Up to 1–3 3–6 6 – 12 1–5 Over Non-interest
1 month months months months years 5 years bearing Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Assets
(50841-W)
for the financial year ended 31 December 2004
Liabilities
Other liabilities – – – – – – 19,020 19,020
Amount owing to subsidiary – – – – – – 817,218 817,218
Deferred tax liability – – – – – – 12,948 12,948
Bonds – – – – 500,000 – – 500,000
Total liabilities – – – – 500,000 – 849,186 1,349,186
On balance sheet
– interest rate gap 1,318,571 – 36,106 – (416,369) 53,831
Commitments and
contingencies
Interest rate swaps – – (250,000) – 250,000 –
Off balance sheet – interest
rate gap – – (250,000) – 250,000 –
Net interest rate gap 1,318,571 – (213,894) – (166,369) 53,831
50 U S E O F F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )
B Interest rate risk (Continued)
The Company
2003
Up to 1–3 3–6 6 – 12 1–5 Over Non-interest
1 month months months months years 5 years bearing Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Assets
Cash and short-term funds 414,174 – – – – – 340 414,514
Dealing securities – – – – – – 152,271 152,271
Investment securities – – – 21 90,327 80,200 34,297 204,845
Loans and advances – – – 18 334 2,355 – 2,707
Other assets – – – – – – 581,105 581,105
Subsidiaries – – – – – – 4,337,820 4,337,820
Amount owing by subsidiaries – – – – – – 494,072 494,072
Associates – – – – – – 3,834 3,834
Fixed assets – – – – – – 65,346 65,346
Total assets 414,174 – – 39 90,661 82,555 5,669,085 6,256,514
Liabilities
Other liabilities – – – – – – 49,161 49,161
Amount owing to subsidiary – – – – – – 792,669 792,669
Deferred tax liability – – – – – – 8,650 8,650
Bonds – – – 2,964 500,000 – – 502,964
Total liabilities – – – 2,964 500,000 – 850,480 1,353,444
(50841-W)
201
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2004
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2004
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
Financial assets
Cash and short-term funds 2.76 – 2.37 2.87
Securities purchased under resale agreements 2.87 – – –
Deposits and placements with banks and other
financial institutions 2.90 6.82 3.00 –
Dealing securities 4.13 7.40 4.78 –
Investment securities 4.81 7.10 4.84 –
Loans and advances 6.26 13.33 3.88 3.00
Other assets 9.17 – – –
Financial liabilities
Deposits from customers 2.55 5.72 2.13 –
Deposits and placements of banks and other
financial institutions 2.85 6.92 2.33 –
Obligations on securities sold under
repurchase agreements 2.53 – – –
Bills and acceptances payable 2.47 – – –
Amount due to Cagamas Berhad 6.33 – – –
Other liabilities 3.23 – – –
ICULS 7.50 – – –
Loan stocks 6.09 – – –
Bonds 8.10 – – 8.10
Other borrowings 3.21 6.86 1.77 –
Subordinated notes – – 3.85 –
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
Financial assets
Cash and short-term funds 2.65 – 1.19 2.69
Securities purchased under resale agreements 8.50 – – –
Deposits and placements with banks and other
financial institutions 2.94 2.88 1.35 –
Dealing securities 3.72 10.19 4.35 –
Investment securities 4.50 2.72 – –
Loans and advances 5.84 12.28 1.61 1.98
Other assets 8.88 0.73 – –
Financial liabilities
Deposits from customers 2.32 4.93 1.06 –
Deposits and placements of banks and other
financial institutions 2.72 5.01 1.20 –
Obligations on securities sold under
repurchase agreements 2.55 – – –
Bills and acceptances payable 2.79 – – –
Amount due to Cagamas Berhad 4.61 – – –
Other liabilities 1.71 8.51 – –
ICULS 7.50 – – –
Loan stocks 5.89 – – –
Bonds – – – 8.06
Other borrowings – – 1.53 –
Subordinated notes – – 5.13 –
204
C Credit risk
The following tables set out the credit risk concentrations:
The Group
2004
Short-term Treasury Credit
funds and Securities related related
placements purchased On- commit- commit-
with under Loans balance ments and ment and
(50841-W)
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
for the financial year ended 31 December 2004
^
Excludes general provision amounting to RM1,065,735,000
50 U S E O F F I N A N C I A L I N S T R U M E N TS ( C O N T I N U E D )
C Credit risk (Continued)
The following tables set out the credit risk concentrations:
The Group
2003
Short-term Treasury Credit
funds and Securities related related
placements purchased On- commit- commit-
with under Loans balance ments and ment and
financial resale Dealing Investment and Other sheet contin- contin-
institutions agreeement securities securities advances assets total gencies gencies
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
^
Excludes general provision amounting to RM956,790,000
206
C Credit risk (Continued)
The Company
2004
Short-term
funds and Treasury
placements related
with Amount On-balance commitments
financial Dealing Investment Loans and Other due from sheet and contin-
(50841-W)
for the financial year ended 31 December 2004
Finance, insurance
NOTES TO THE FINANCIAL STATEMENTS
and business
services 1,328,411 336,038 215,194 – – 413,607 2,293,250 250,000
Others – 422 – 3,058 733 – 4,213 –
1,328,411 336,460 215,194 3,058 733 413,607 2,297,463 250,000
The Company
2003
Short-term
funds and Treasury
placements related
with Amount On-balance commitments
financial Dealing Investment Loans and Other due from sheet and contin-
institutions securities securities advances assets subsidiaries total gencies
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
51 F A I R VA L U E O F F I N A N C I A L I N ST R U M E N TS
Financial instruments comprise financial assets, financial liabilities and off-balance sheet financial instruments. Fair value is
the amount at which a financial asset could be exchanged or a financial liability settled, between knowledgeable and willing
parties in an arm’s length transaction. The information presented herein represents the estimates of fair values as at the
balance sheet date.
Where available, quoted and observable market prices are used as the measure of fair values. Where such quoted and
observable market prices are not available, fair values are estimated based on a range of methodologies and assumptions
regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows and other
factors. Changes in the uncertainties and assumptions could materially affect these estimates and the resulting fair value
estimates.
In addition, fair value information for non-financial assets and liabilities are excluded as they do not fall within the scope of
MASB 24 which requires the fair value information to be disclosed.
A range of methodologies and assumptions have been used in deriving the fair values of the Group’s and the Company’s
financial instruments at balance sheet date. The total fair values by each financial instrument approximates the total carrying
value, except for the following:
The Group The Company
2004 2004
On-balance sheet items Carrying Fair Carrying Fair
amount value amount value
RM’000 RM’000 RM’000 RM’000
Financial assets
Dealing securities 8,295,118 8,381,075 336,460 354,936
Investment securities 12,173,949 12,713,548 218,042 259,153
Loans and advances 62,603,030 63,628,852 3,058 3,058
Financial assets
Securities purchased under resale agreements 109,276 113,527 – –
Dealing securities 10,366,978 10,433,070 152,271 164,811
Investment securities 11,947,433 12,252,529 204,845 263,808
Loans and advances 54,496,898 55,312,557 2,707 2,707
51 F A I R VA L U E O F F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )
Financial liabilities
Amount due to Cagamas Berhad 2,283,878 2,426,748 – –
Loan stocks 762,232 829,025 – –
Bonds 912,118 1,031,843 500,000 539,841
Financial liabilities
Amount due to Cagamas Berhad 1,302,253 1,303,388 – –
Loan stocks 865,830 857,510 – –
Bonds 502,964 523,182 502,964 523,182
The Group
2004
Off-balance sheet items Regulatory Positive Negative
Notional credit mark mark
amount equivalent to market to market
RM’000 RM’000 RM’000 RM’000
51 F A I R VA L U E O F F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )
The Company
2004
Off-balance sheet items (Continued) Regulatory Positive Negative
Notional credit mark mark
amount equivalent to market to market
RM’000 RM’000 RM’000 RM’000
The Group
2003
Off-balance sheet items Regulatory Positive Negative
Notional credit mark mark
amount equivalent to market to market
RM’000 RM’000 RM’000 RM’000
The Company
2003
Regulatory Positive Negative
Notional credit mark mark
amount equivalent to market to market
RM’000 RM’000 RM’000 RM’000
51 F A I R VA L U E O F F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )
The derivative financial instruments become favourable (positive mark to market) or unfavourable (negative mark to market)
as a result of fluctuation in market interest rates or foreign exchange rates relative to their terms. The extent to which
instruments are favourable or unfavourable and the aggregate fair values of derivative financial assets and liabilities can
fluctuate significantly from time to time.
The fair values are based on the following methodologies and assumptions:
For fixed rate loans, the fair value is estimated by discounting the estimated future cash flows using the prevailing market
rates of loans with similar credit risks and maturity.
The fair values of impaired floating and fixed rate loans are represented by their carrying value, net of specific provision and
interest-in-suspense, being the expected recoverable amount.
Other assets
The estimated fair values of other assets identified as financial instruments approximate the carrying values as these assets
constitute receivables due from government related agencies and based on the Directors’ estimate, the realisable value of
the final consideration as at balance sheet date is similar to that of the carrying value.
51 F A I R VA L U E O F F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )
Other liabilities
The fair value of other liabilities approximates the carrying value at the balance sheet date.
Bonds
Bonds comprise redeemable unsecured RM bonds issued by the Company. For bonds with maturities of six months or
more, the fair values are estimated based on discounted cash flows using indicative yields taking into consideration the
credit rating of the Bonds.
51 F A I R VA L U E O F F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )
ICULS
The estimated fair value of ICULS approximates the carrying value as based on Directors’ estimate, the effective interest
rate of the ICULS is a fair reflection of the current rates for such similar long term borrowings.
Loan stocks
Loan stocks comprise negotiable certificates of deposits issued by a subsidiary bank. The estimated fair values are estimated
based on discounted cash flows using prevailing market rates for similar negotiable certificates of deposits. Where market
rates are not readily available, fair values are estimated by reference to corporate bond indicative yields taking into
consideration the credit rating of the subsidiary bank.
Other borrowings
The estimated fair values of other borrowings with maturities of less than six months approximate the carrying values. For
other borrowings with maturities six months or more, the fair values are estimated based on discounted cash flows using
prevailing market rates for borrowings with similar risk profile.
Subordinated Notes
The fair values for Subordinated Notes are calculated using the trading stock price on the Luxembourg Stock Exchange as
quoted by investment houses.
52 A U T H O R I S AT I O N FO R I S S U E O F F I N A N C I A L STAT E M E N T S
The financial statements have been authorised for issue by the Board of Directors in accordance with a resolution of the
Directors on 3 February 2005.
A N A LYS I S O F S H A R E H O LD I N G S
S U B S TA N T I A L S H A R E H O LD E R S A S AT 2 8 F E B R UA RY 2 0 0 5
According to the register required to be kept under Section 69L of the Companies Act. 1965, the substantial shareholders of the
company are as follows:-
No. of %
shares held of shares
S H A R E H O L D E R S ’ S TAT I S T I C
S H A R E H O L D E R S ’ S TAT I S T I C
1,762,779,272 65.18
P R O P E R T I E S O F C OM M E R C E A S S E T - H O LD I N G B E R H A D : -
Commerce Square, Jalan Semantan Office Pemises Leasehold 69 12 18,954 1992
Damansara Heights, 50490 Kuala Lumpur
No. 22-24, Commerce House Office Premises Leasehold 68 8 11,960 1996
Jalan Sri Semantan 1, Damansara Heights
50490 Kuala Lumpur
No. 32-33, Khoo Hun Yeang Street Bank Premises for Leasehold 801 32 482 1972
93000 Kuching, Sarawak Kuching Branch
Sibu Laut, 93000 Kuching, Sarawak Staff Bungalow House Leasehold 918 40 5 1964
Lot 83, Jalan Sultan Abdullah Bank Premises for Freehold – 10 282 1994
Pekan, Pahang Pekan Branch
No. 3 & 4, Taman Mewah Bank Premises for Freehold – 10 363 1994
Guar Chempedak Guar Chempedak
08800 Gurun, Kedah Branch
Ground Floor, Menara Choy Fook On Bank Premises for Leasehold 61 11 5,403 1993
IB, Jalan Yong Shook Lin Petaling Jaya Branch
Section 7, Petaling Jaya, 46050 Selangor
Lot 142, Phase 3 Land for proposed Freehold – 8 4,222 1996
Arab-Malaysian Industrial Land BCB Warehouse
Nilai, Negeri Sembilan
Lot 150, Section 3, Bandar Kuala Lumpur Land Freehold – 10 17,181 1994
Wilayah Persekutuan
Lot 904 & 905, Bandar Kuala Pilah Shop/Office lot Freehold – 8 423 1996
72000 Kuala Pilah, Negeri Sembilan
No. 1, Jalan Angkasa Jaya Bank Premises for Leasehold 90 6 524 1998
Bukit Pilah Perdana, 72000 Kuala Pilah Kuala Pilah Branch
Negeri Sembilan
P R O P E R T I E S O F B U M I P U T R A - C OM M E R C E B A N K B E R H A D : -
193B & 193C, Batu 41/2 Bank Premises Freehold – 22 703 1982
Jalan Skudai, Johor
B-A1, A2, A3 & A4, Pusat Perdagangan Bank Premises Leasehold 74 10 1,280 1994
Pasir Gudang, Johor
Sri Lagenda Garden Resort Holiday Apartment Freehold – 9 365 1995
Langkawi (2 units)
1583, Jln Tunku Ibrahim, Alor Star, Kedah Bank Premises Leasehold 9 21 895 1983
No. 1787 A-H, Jln Telok Wan Jah Bank Premises Leasehold 88 11 510 1993
Alor Star, Kedah
Bangunan Bumiputra-Commerce Bank Bank Premises Freehold – 33 198 1971
Jalan Maju, Kota Bharu, Kelantan
Lot 522 & 523, Tanah Merah, Kelantan Bank Premises Freehold – 30 38 1974
PTB 261 & 262, HS (D) 2/85 Bank Premises Leasehold 48 8 294 1996
Bandar Machang, Kelantan
422, 423 & 424, Jln Pasir Puteh Bank Premises Leasehold 44 22 377 1982
Pasir Puteh, Kelantan
Level 1, 2 & 3, Wisma Square Point Bank Premises Leasehold 92 7 3,840 1997
Kota Bharu, Kelantan
No. 2, Jln Kaskas, Taman Cheras Bank Premises Freehold – 10 472 1994
Kuala Lumpur
No. 39 & 40, Jln 9/55A Bank Premises Leasehold 87 12 800 1992
Taman Setiawangsa, Kuala Lumpur
G21 & 22, Pertama Kompleks Bank Premises Freehold – 25 315 1979
Jln Tuanku Abd Rahman, Kuala Lumpur
No. 138, 140 & 142 Bank Premises Freehold – 22 1,823 1982
Jalan Burhanuddin Helmi, Kuala Lumpur
Ground Floor, Podium Level Bank Premises Leasehold 90 9 5,924 1995
Financial Park, Labuan
Greentop, 7 1/2 Mile, Teluk Kemang Holiday Bungalow Freehold – 28 293 1976
(Lot 1017 Mukim SiRusa, Port Dickson)
Negeri Sembilan
1A & 2B, Kompleks Bumi Negeri Bank Premises Leasehold 91 8 3,672 1996
Seremban, Negeri Sembilan
Lot 23 & 24, Jalan Tahan Bank Premises Freehold – 14 182 1990
Bandar Baru Jerantut, Pahang
177, Jln Engku Muda Mansur Bank Premises Leasehold 32 28 296 1976
Pekan, Pahang
60, GF, Kompleks Teruntum Bank Premises Freehold – 23 545 1981
Kuantan, Pahang
32, Jalan Bank, (Bangunan BCB) Bank Premises Leasehold 65 34 1,463 1970
Kuantan, Pahang
Lot 104 & 105, Jln Besar, Maran, Pahang Bank Premises Leasehold 70 29 34 1975
Lot 32 & 33, Jalan Pasar, Teluk Intan, Perak Bank Premises Leasehold 88 11 491 1993
Lot 1411, 1422 & 1423, Vacant Land Leasehold 77 22 78 1982
Jalan Gopeng, Kampar, Perak
No. 38, 39 & 40, Medan Istana Bank Premises Leasehold 90 9 631 1995
Bandar Raya, Ipoh, Perak
Lot 44, 45, 46 & 47 Bank Premises Leasehold 45 15 1,546 1989
Jalan Penjara, Kangar, Perlis
Sri Sayang Hotel Apartment Holiday Apartment Freehold – 9 400 1995
Batu Feringhi, Pulau Pinang (2 units)
GF, FF & SF, Bangunan DPMM Bank Premises Leasehold 9 21 2,124 1983
No. 37, Leboh Pantai, Pulau Pinang
Level 1, Phase 1B, Komtar, Pulau Pinang Bank Premises Leasehold 70 10 2,879 1994
Lot CL2 (GF & FF) Bank Premises Leasehold 77 12 1,637 1992
Pusat Bandar Bayan Baru, Pulau Pinang
No. 7 & 8, Taman Inderawasih Bank Premises Leasehold 92 7 2,473 1997
Perai, Pulau Pinang
GF, FF, TB 290, 291 & 292, Lot 7-9 Bank Premises Freehold – 7 1,757 1997
Block 30, Fajar Complex, Tawau, Sabah
Lot 1.01, Level 1, Satok Building Bank Premises Freehold – 32 3,208 1972
Jalan Satok, Kuching, Sarawak
Lot 230 & 231, Bandar Serian, Sarawak Bank Premises Leasehold 35 25 523 1979
No. 2 Jln SG 1/2 Bank Premises Freehold – 24 679 1980
Taman Sri Gombak, Selangor
Pusat Putra, Bangi, Selangor Training Centre Leasehold 88 21 7,043 1983
395, Jalan Bandar Baru Bank Premises Leasehold 88 11 194 1993
Sg. Buloh, Selangor
2 units shophouses at Section 18 Bank Premises Leasehold 87 12 306 1992
Shah Alam, Selangor
Green Hill Resort, Tanah Rata Holiday Apartment Freehold – 9 340 1995
Cameron Highlands, Pahang (2 units)
Precint 3.5, Pusat Bandar Shah Alam Vacant Land Leasehold 90 9 4,539 1995
Seksyen 14, Selangor
1519B, Jalan Tunku Ibrahim Bank Premises Leasehold 36 24 176 1980
Alor Star, Kedah
Main Branch & Head Office Bank Premises Freehold – 39 8,179 1965
6, Jalan Tun Perak, Kuala Lumpur
151, Jalan 2/3A, Off 12 km Bank Premises Leasehold 88 11 969 1993
Jalan Ipoh, Batu Caves, Kuala Lumpur
4232, Jalan Besar, Bukit Pelanduk Bank Premises Freehold – 20 851 1984
Negeri Sembilan
41, Jalan Terentang, Rembau Bank Premises Leasehold 74 25 95 1979
Negeri Sembilan
89, Jalan Sultan Yusof, Ipoh, Perak Bank Premises Freehold – 27 823 1977
No. 21-23 China Street Ghaut Vacant Building Freehold – 40 389 1964
Pulau Pinang
64 & 65, Leboh Pantai, Pulau Pinang Vacant Building Freehold – 40 111 1964
15, Leboh Pantai, Pulau Pinang Bank Premises Freehold – 44 264 1960
No. 12, Jalan Dato Hamzah Bank Premises Freehold – 46 66 1958
Klang, Selangor
No. 280, Jalan Besar, Bank Premises Freehold – 26 305 1978
Batang Berjuntai, Selangor
No. 24 Jalan Utas, Seksyen 15 CAD Leasehold 85 14 144 1990
Shah Alam, Selangor
113 & 114, Jalan Genuang Bank Premises Freehold – 6 892 1998
Segamat, Johor
39A, Jalan Rahman, Batu Pahat, Johor Bank Premises Freehold – 16 759 1988
87-89 Jln Pahlawan Bank Premises Freehold – 17 267 1987
Tmn Ungku Tun Aminah
Johor Bharu, Johor
G86, G87, F122, F123 & F124 Bank Premises Leasehold 74 16 622 1988
Holiday Plaza, Johor Bharu, Johor
Plot No. 12, Lot No 1775 Bank Premises Freehold – 5 127 1999
Pekan Kuala Nerang, Kedah
No. 40 & 41, Pusat Bandar Kuah Bank Premises Freehold – 14 359 1990
Pulau Langkawi, Kedah
Lots 1931, 1932 & 1933 Vacant Lots Leasehold 47 19 27 1985
Gua Musang, Kelantan
No. 32, Jln Tun Perak Bank Premises Freehold – 6 3,793 1998
Oriental Building, Kuala Lumpur
Vacant development land Vacant Lots Freehold _ 13 1,000 1992
at Ulu Kelang, Selangor
TL 20753258, 20750388 & 20750389 Vacant Lots Leasehold 76 14 2,198 1990
District of Labuan, Labuan
Lot 295, No. 11, Tmn Bukit Piatu Bank Premises Freehold – 5 299 1999
Seksyen 3, Bukit Baru, Melaka
3690, Jalan Raja Melewar Bank Premises Leasehold 83 6 634 1998
Kuala Pilah, Negeri Sembilan
No. 114 & 115, Jln Besar Bank Premises Leasehold 66 16 126 1988
Bandar Baru Kuala Lipis, Pahang
No. 7 & 8, Rumah Kedai Murah LKNP Bank Premises Leasehold 79 16 239 1988
Jalan Ahmad Shah, Temerloh, Pahang
No. 1 & 1A, Kinta Mansion Bank Premises Freehold – 5 1,222 1999
Medan Kidd, Ipoh, Perak
No. 6 & 7, Jln Kelichap Bank Premises Leasehold 81 5 253 1999
Parit Buntar, Perak
Lot 1872, Bangunan BBMB Bank Premises Freehold – 6 1,725 1998
4228 Jalan Bagan Luar
Butterworth, Pulau Pinang
GF, Lot 8 & 9, Block C Bank Premises Leasehold 75 14 242 1990
Ranau New Town Centre, Sabah
Lot 507 & 508 Block 9 Bank Premises Leasehold 75 17 526 1987
Miri Concession Land District (MCLD)
Jalan Permaisuri, Miri, Sarawak
Lot 2300 & 2301, BDA-Shahida Bank Premises Leasehold 38 14 666 1990
Commercial Centre, Lebuhraya Abang
Gatau, Bintulu, Sarawak
No. 48 & 50, Jln SS 21/35 Bank Premises Freehold – 6 1,194 1998
Damansara Utama, Petaling Jaya, Selangor
Lot 12 & 13, Phase 4 (Metro 1) Bank Premises Freehold – 6 518 1998
Town Centre, Taman Melawati
No 227 & 228, Jalan Bandar 13
Taman Melawati, Hulu Klang, Selangor
No. 9 & 10, Jln Tun Aziz Lim Tan Bank Premises Leasehold 48 6 1,083 1998
Kajang, Selangor
No. 27, 29 & 31, Jln 52/2, Section 52 Bank Premises Leasehold 85 14 1,876 1990
Petaling Jaya, Selangor
No. K712 & 713, Jalan Sulaimani Chukai Bank Premises Freehold – 5 769 1999
Kemaman, Terengganu
Lot 139A-B, Jalan Satok Bank Premises Leasehold 849 33 29 1972
93400 Kuching, Sarawak
No. 22 Taman Fulliwa, Labuan Staff Residence Leasehold 87 11 114 1993
No. 24 Taman Fulliwa, Labuan Staff Residence Leasehold 87 11 114 1993
No. 32 Taman Fulliwa, Labuan Staff Residence Leasehold 87 11 122 1993
No. 43 Taman Fulliwa, Labuan Staff Residence Leasehold 87 11 129 1993
No. 47 Taman Fulliwa, Labuan Staff Residence Leasehold 87 11 129 1993
No. 17 Taman Fulliwa (BCB), Labuan Staff Residence Leasehold 87 9 223 1995
No. 6 Taman Fulliwa (BCB), Labuan Staff Residence Leasehold 87 9 211 1995
Alpha Condominium 14-06, Labuan Staff Residence Leasehold 87 9 547 1995
Alpha Condominium 12-05 (BCB), Labuan Staff Residence Leasehold 87 8 451 1996
Kerupang II Apartment D 02-1, Labuan Staff Residence Leasehold 87 8 128 1996
Kerupang II Apartment D 02-6, Labuan Staff Residence Leasehold 87 8 128 1996
Kerupang II Apartment B 04-1 (BCB) Staff Residence Leasehold 87 8 128 1996
Labuan
Kerupang II Apartment B 03-8 (BCB) Staff Residence Leasehold 87 7 126 1997
Labuan
Lot 19 Taman Rancha-Rancha, Labuan Staff Residence Leasehold 87 11 139 1993
Lot 20 Taman Rancha-Rancha, Labuan Staff Residence Leasehold 87 11 139 1993
TL 207512418 (near golf course), Labuan Vacant Land Leasehold 87 11 209 1993
FF Menara Promet, Jalan Sultan Ismail BCB Finance HQ Freehold – 19 5,277 1985
Kuala Lumpur
Lot No. 23, Taman Jasa Manager’s Resident Leasehold 86 21 89 1983
Jalan Tun Mustapha, Labuan
Sublot No. 70 & 71, Greentown Bank Premises Freehold – 8 1,267 1996
Business Centre, Ipoh, Perak
Lot 3083, Jalan Sultan Ismail Bank Premises Freehold – 12 2,949 1992
Kuala Terengganu, Terengganu
Tembeling Resort Apartment, Kuantan Holiday Apartment Freehold – 9 578 1995
Lot PT 7822, Jalan Dato’ Abdullah Vacant Land Leasehold 39 21 12 1983
Raub, Pahang
TB 331B & 332A, Lot 14, Block 42 Vacant Building Leasehold 992 7 986 1997
GF & 1F, Kompleks Fajar, Sabah
I N T E R N AT I O N A L P R O P E R T I E S O F B U M I P U T R A - C OM M E R C E B A N K B E R H A D
2-17-3 Mita, Meguro-ku, Japan 4 bedroom Freehold – 26 JPY 272,242,397 1978
Tokyo 153-0062 house
No. 201 Yoyogi Parkside, Japan Apartment Freehold – 34 JPY 38,228,892 1980
1-33-6 Tomigaya, Shibuya-ku, Tokyo
Flat 10A, Victoria Heights, Hong Kong Apartment Leasehold 40 45 HKD 2,553,962 1979
43A Stubbs Road
Flat 9C, Block 21, Baguio Villa, Hong Kong Apartment Leasehold 855 144 HKD 752,129 1979
555, Victoria Road
Flat 2B Fook Wai Mansion, Hong Kong Apartment Leasehold 68 82 HKD 1,616,912 1981
98 Pokfulam Road
Room 1802 & 1803, 18th Floor, Hong Kong Office Leasehold 49 26 HKD 19,188,287 1980
Tower One Admiralty Centre Premises
7 Temasek Boulevard Singapore Office Leasehold 84 15 SGD 15,138,061 1995
No. 37-01/02/03 Premises
Suntec Tower One (Branch)
Singapore 038987
14 Cavendish Square, United Office Freehold – 205 GBP 1,184,177 1993
London W1G 9HA Kingdom Premises
(Branch)
81 Woodsford Square, United 4 bedroom Leasehold 32 35 GBP 195,583 1986
Addison Road Kingdom house
London W14 5DS
14C Avenue Road, United 3 bedroom Freehold – 40 GBP 26,505 1978
St Johns Woods Kingdom house
London NW9 68P
13 Porchester Square Mews, United Apartment Leasehold 32 35 GBP 47,622 1978
London W2 AG Kingdom
P R O P E R T I E S O F C OM M E R C E A S S E T R E A LT Y S D N . B H D .
No. 170-174, Jalan Sungei Besi Bank Premises for Freehold – 51 4,080 1985
57100 Kuala Lumpur Sungei Besi Branch
No. 1271-2, Jalan Baru, Taman Emas Bank Premises for Freehold – 23 808 1990
13600 Prai, Pulau Pinang Prai Branch
Lot 30, Kompleks Munshi Abdullah Bank Premises for Freehold – 13 1,161 1990
Jalan Munshi Abdullah Jalan Munshi
75100 Melaka Abdullah Branch
C OM M E R C E A S S E T - H O L D I N G B E R H A D
The Commerce Group of Companies is a leading financial conglomerate in Malaysia’s rapidly growing financial system. At the helm
is Commerce Asset-Holding Berhad (CAHB) listed in the financial section of the Bursa Malaysia Securities Berhad.
The Group’s impeccable reputation, proven track record, excellent domestic and regional connections and wide range of services
make it a sound financial institution suitable for those seeking a high level of professionalism and expertise in their financial partners.
A sound foundation of strength, CAHB is a well-diversified investment and management holding company with interests in
commercial banking, merchant banking, stock broking, offshore banking, finance company, discount house, leasing, factoring,
futures broking, fund management, unit trust management, venture capital and life and general insurance.
Contact details: 12th Floor, Commerce Square, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia.
Tel: (603) 2093 5333 Fax: (603) 2093 3335 Website: www.commerz.com.my
B U M I P U T R A - C OM M E R C E B A N K B E R H A D
Bumiputra-Commerce Bank Berhad (BCB) is the result of the merger between Bank of Commerce (M) Berhad and Bank Bumiputra
Malaysia Berhad which was officially launched on October 1, 1999. The commercial bank has one of Malaysia’s largest ATM
network in the country. With a customer base of over 3.5 million, it provides a comprehensive range of services that will meet the
needs of small household through to the largest multinational conglomerate.
BCB is the bank for all people and aims to be an efficient, low-cost provider of financial services through superior processing
capabilities. The bank has made substantial investment in information technology subsequent to its merger in a quest to reinvent
itself for greater competitiveness and efficiency ahead of an emerging and globalised financial playing field.
The bank’s strategic thrust towards a customer focussed marketing approach in its business is seen in its organisational set-up
where separate Retail, Business and Corporate bank, each with its own accountability exist within one organisation. Each of these
banks specialises on the differing needs of its own customer group, giving their customers better focus.
The bank has a traditional strength in the financing of trade both locally and internationally. Its specialised business centres located
in all key market centres throughout the country provides business with financial expertise and timely assistance.
Contact details: 6, Jalan Tun Perak, 50050 Kuala Lumpur, Malaysia.
Tel: (603) 2693 1722 Fax: (603) 2698 6628 Website: www.bcb.com.my
B U M I P U T R A - C OM M E R C E B A N K ( L ) L I M I T E D
A wholly-owned subsidiary of Bumiputra-Commerce Bank Berhad, it offers various offshore banking-services from international
finance to advisory and related services.
Contact details: Lot E006, Podium Level, Financial Park Labuan, Jalan Merdeka, 87000 Labuan, Federal Territory of Labuan.
Tel: (087) 451033 Fax: (087) 451032
B U M I P U T R A - C OM M E R C E F I N A N C E B E R H A D
Offers hire purchase facilities through its outlets located at major branches of Bumiputra-Commerce Bank Berhad.
Contact details: Ground Floor, Menara PROMET, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
Tel: (603) 2142 6111 Fax: (603) 2148 2184
CIMB BERHAD
CIMB Berhad is the investment banking arm of Commerce Group and comprises five core companies including Commerce
International Merchant Bankers Berhad (CIMB), CIMB Securities Sdn Bhd (CIMB Securities), CIMB Discount House Berhad (CIMB
Discount), CIMB Futures Sdn Bhd and CIMB (L) Limited (CIMBL). CIMB is a premier Malaysian investment bank and one of the best
capitalised merchant banks in the country, offering a comprehensive range of capital market services. It enjoys a strong reputation
in the equity, debt and derivatives markets. A leading corporate finance house in Malaysia, CIMB has been the top advisory fee
income earner since 1989 and among the leading advisers and underwriters for raising funds through initial public offerings in
Malaysia. CIMB is also the most active originator of Malaysia private debt securities (PDS). Its traditional advisory and origination
business is complemented by corporate banking and syndicated loans services. Further, CIMB’s growing debt markets & derivatives
business offers fixed income, money markets and structured products as well as bond distribution and fixed income research services.
CIMB has impeccable credentials stemming from its track record in engineering innovative financial product to meet the
increasingly broad ranging and sophisticated demands of local as well as international clients. Its professionalism, commitment and
dedication in serving clients’ needs have been the impetus for its impressive and successful growth.
Contact details: 10th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia.
Tel: (603) 2084 8888 Fax: (603) 2084 8899 Website: www.cimb.com.my
C I M B S EC U R I T I E S S D N B H D
A wholly-owned subsidiary of CIMB, CIMB Securities Sdn Bhd (CIMB Securities) ranks among the top broking houses in Malaysia.
CIMB Securities specialises in dealing and trading equities on the Malaysia Securities Exchange Berhad (MSEB) and the Malaysian
Exchange of Securities Dealing & Automated Quotation Bhd (MESDAQ), serving foreign and domestic institutions as well as retail
investors. The CIMB Group Research Centre team comprises dynamic and experienced professionals who are dedicated to providing
high quality research covering in-depth market and company reports, markets reviews and trend analysis, and economic and industry
overviews. CIMB Securities also provides underwriting, share placement, corporate advisory and custodian and nominee services.
Contact details: 9th Floor, Commerce Square, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia.
Tel: (603) 2084 9999 Fax: (603) 2084 9888
C OM M E R C E A S S E T F U N D M A N A G E R S S D N B H D
Commerce Asset Fund Managers Sdn Bhd (CAFM) was incorporated to provide discretionary funds management services covering
local and global equities, bonds, currency management, options and futures. During the year, CAFM was disposed to CIMB.
It represented an internal restructuring to place CAFM under the purview of CIMB, which has the necessary resources to manage
and expand the Group’s asset management business. This would result in CIMB having the full complement of capital markets
activities and enable CAHB and its subsidiaries to synergise all their capital markets operations to extract maximum value.
The Company is held by CIMB Berhad and Principal Financial Group.
CAFM services pension funds, government organisations, statutory bodies, corporations and customers of the Commerce Group
as its client base. CAFM has exceeded RM5.0 billion in funds under management.
Contact details: Level 5, Menara Millenium, 8, Jalan Damanlela, Bukit Damansara, 50490 Kuala Lumpur, Malaysia.
Tel: (603) 2084 2000 Fax: (603) 2084 2002 E-mail: www.cafm.com.my
C OM M E R C E T R U ST B E R H A D
Commerce Trust Berhad (CTB) specialises in unit trusts management in Malaysia. During the year, CTB was disposed to CIMB.
Similarly to CAFM, it represented an internal restructuring to place CTB under the purview of CIMB, which has the necessary
resources to manage and expand the Group’s asset management business. This would result in CIMB having the full complement
of capital markets activities and enable CAHB and its subsidiaries to synergise all their capital markets operations to extract
maximum value. The Company represents the second company held by CIMB Berhad and Principal Financial Group (a US Fortune
500 company with USD152 billion assets under management) and is committed to developing a family of investment funds
designed to meet the financial needs of individuals and companies in Malaysia. CTB manages twelve different unit trust funds each
tailored to different investor profiles.
Contact details: Level 5, Menara Millenium, 8, Jalan Damanlela, Bukit Damansara, 50490 Kuala Lumpur, Malaysia.
Tel: (603) 2084 2222 Fax: (603) 2084 2233 Website: www.commercetrust.com.my
C OM M E R C E A S S E T V E N T U R E S S D N B H D
Commerce Asset Ventures Sdn Bhd (CAV) is a specialist investment fund and management company wholly-owned by CAHB,
that invests equity capital into emerging small and medium sized business. It seeks to support growth industries with a global
outlook and typically takes an active role in creating value for the investee companies and its shareholders.
Contact details: No. 6, Commerce House, 22-24, Jalan Sri Semantan Satu, Damansara Heights, 50490 Kuala Lumpur, Malaysia.
Tel: (603) 2732 5577 Fax: (603) 2732 1343 Website: www.commerce-ventures.com.my
C OM M E R C E L I F E A S S U R A N C E B E R H A D
Commerce Life Assurance Berhad (Commerce Life) was established in response to a growing need among Malaysians to provide
for the financial security of their families. Commerce Life is committed to meet the life insurance needs of Malaysian public by
introducing policies which can be specially tailored and packaged to meet the specific requirements of customers.
Contact details: 338, Jalan Tunku Abdul Rahman, 50300 Kuala Lumpur, Malaysia.
Tel: (603) 2612 3600 Fax: (603) 2698 0201/2692 6982 Website: www.commerce-life.com.my
HEAD OFFICE Jalan Tiong, Off Batu 3, Jalan Ipoh Menara Permodalan Nasional Berhad
511, Jalan Tiong, Off Batu 3 1st Floor, Menara PNB
Postal Address Jalan Ipoh, 51100 Kuala Lumpur Jalan Tun Razak, 50400 Kuala Lumpur
P.O. Box 10753, 50724 Kuala Lumpur Tel: 03-4043 7048 Tel: 03-2161 8000
Malaysia Fax: 03-4043 6559 Fax: 03-2162 5152
Menara Acmar, Klang Section 18, Shah Alam Universiti Putra Malaysia
Menara Acmar (Wing A) 49, Jalan Pinang B18/B Ground Floor, Block B, Bangunan Pusat Pelajar
1, Jalan Gelugor, 41400 Klang, Selangor Section 18, 40000 Shah Alam, Selangor Universiti Putra Malaysia
Tel: 03-3343 1959 Tel: 03-5541 1909 43400 UPM Serdang, Selangor
Fax: 03-3341 4142 Fax: 03-5541 7299 Tel: 03-8948 6018
Fax: 03-8948 2925
Menara Choy Fook On, Petaling Jaya Section 52, Petaling Jaya
Menara Choy Fook On 27, Jalan 52/2, 46200 Petaling Jaya, Selangor USJ 9, Subang Jaya
1B, Jalan Yong Shook Lin, Section 7 Tel: 03-7956 3642 31-1, Jalan USJ 9/5S, UEP Subang Jaya
46050 Petaling Jaya, Selangor Fax: 03-7955 0695 47620 Petaling Jaya, Selangor
Tel: 03-7954 3478 Tel: 03-8024 1007
Fax: 03-7957 8782 Seri Kembangan Fax: 03-8024 1014
1485, Jalan Besar
Menara MRCB 43300 Seri Kembangan, Selangor Wisma DRB-HICOM, Glenmarie
Ground Floor, 2, Jalan Majlis 14/10 Tel: 03-8948 4027 Suite No. 1.2, Tingkat 1, Wisma DRB-HICOM
Section 14, 40000 Shah Alam, Selangor Fax: 03-8942 4485 2, Jalan Usahawan U1/8, Section U1
Tel: 03-5519 1758 40150 Shah Alam, Selangor
Fax: 03-5511 9377 Sungai Besar Tel: 03-7805 3299
22A, Jalan Menteri, 45300 Sungai Besar Fax: 03-7805 2935
Pandan Indah Sabak Bernam, Selangor
21G, Jalan Pandan Indah 4/34 Tel: 03-3224 1205 Wisma Tractors, Subang Jaya
Pandan Indah, 55100 Kuala Lumpur Fax: 03-3224 1644 Ground Floor, West Wing, Wisma Consplant 2
Tel: 03-4294 3255 7, Jalan SS16/1, Subang Jaya
Fax: 03-4295 3110 Taman Melawati 47500 Petaling Jaya, Selangor
227, Jalan Bandar 13, Taman Melawati Tel: 03-5633 5313
Pandan Jaya 53100 Kuala Lumpur Fax: 03-5635 4276
43, Jalan Pandan 3/3 Tel: 03-4108 1515
Pandan Jaya, 55100 Kuala Lumpur Fax: 03-4107 5477 Kuala Selangor
Tel: 03-9284 5262 30, Jalan Melati 3/1, Bandar Melawati
Fax: 03-9283 7912 Taman Putra 45000 Kuala Selangor, Selangor
29, Jalan Bunga Tanjong 9C, Taman Putra Tel: 03-3289 6991
Pelabuhan Klang 68000 Ampang, Selangor Fax: 03-3281 3709
44, Jalan Chungah, Off Jalan Sekolah Tel: 03-4292 2334
42000 Pelabuhan Klang, Selangor Fax: 03-4292 6696 Batang Kali
Tel: 03-3168 0995 25, Jalan Meranti 1A, Section 3
Fax: 03-3168 2299 Taman SEA, Petaling Jaya Bandar Utama Batang Kali
67, Block A, Jalan SS23/15, Taman SEA 44300 Ulu Selangor, Selangor
Puchong Jaya 47400 Petaling Jaya, Selangor Tel: 03-6057 0558
12, Jalan Kenari 5, Bandar Puchong Jaya Tel: 03-7805 3177 Fax: 03-6057 9539
41700 Puchong, Selangor Fax: 03-7804 2040
Tel: 03-8075 7501 N EG E R I S E M B I L A N D A R U L K H U S U S
Fax: 03-8075 7359 Taman Seri Gombak Seremban
2, Jalan SG 1 /2, Taman Seri Gombak 1A, Wisma Dewan Perniagaan Melayu
Rawang 68100 Batu Caves, Selangor Negeri Sembilan, Jalan Dato’ Bandar Tunggal
1 & 1A, Jalan Bandar, Rawang 2 Tel: 03-6189 5767 70000 Seremban, Negeri Sembilan
Pusat Bandar Rawang, 48000 Rawang Fax: 03-6188 5892 Tel: 06-762 5305
Selangor Fax: 06-763 7680
Tel: 03-6091 3904 Teluk Panglima Garang
Fax: 03-6091 3907 54, Jalan J/U2, Taman Jaya Utama, Phase 1 Bahau
42500 Teluk Panglima Garang , Selangor 21, Jalan Mahligai, 72100 Bahau
Salak Tinggi Tel: 03-3122 8434 Negeri Sembilan
Bangunan UMNO Sepang Fax: 03-3122 7298 Tel: 06-454 5819
Jalan ST1D/2, Bandar Baru Salak Tinggi Fax: 06-454 5064
43900 Sepang, Selangor Terminal 3, Subang
Tel: 03-8706 2197 Lot RB5, Terminal 3 Bandar Baru Nilai
Fax: 03-8706 2202 Lapangan Terbang Sultan Abdul Aziz Shah 7464, Jalan BBN 1/1A, Putra Point 1
47200 Subang, Selangor 71800 Bandar Baru Nilai, Negeri Sembilan
SEA Park, Petaling Jaya Tel: 03-7846 1767 Tel: 06-850 0543
Lot 27, Jalan 21/11A, SEA Park Fax: 03-7846 4026 Fax: 06-850 0514
46300 Petaling Jaya, Selangor
Tel: 03-7876 9072 Universiti Kebangsaan Malaysia Bukit Pelandok
Fax: 03-7874 7314 Lot 1.04 & 1.05, Level 1, Wisma UNIKEB 4232, Jalan Besar, 71960 Bukit Pelandok
Universiti Kebangsaan Malaysia Negeri Sembilan
Section 14, Petaling Jaya 43600 UKM Bangi, Selangor Tel: 06-667 3688
6, Jalan 14/14, Jalan Semangat Tel: 03-8925 0214 Fax: 06-667 2892
46860 Petaling Jaya, Selangor Fax: 03-8925 0177
Tel: 03-7957 6433 Kuala Pilah
Fax: 03-7956 0595 1, Jalan Angkasa Jaya, Bukit Pilah Perdana
72000 Kuala Pilah, Negeri Sembilan
Tel: 06-481 2358
Fax: 06-481 5900
We are pleased to inform you that the Annual Report and Financial Statements for 2004
is also available in Bahasa Malaysia. Should you require a printed copy of the Bahasa Malaysia
version, please fax your request to Corporate Services at (603) 2093 3335.
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Proxy Form
Commerce Asset - Holding Berhad
(50841-W)
Number of Shares
I/We
the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the Forty Eight Annual General
Meeting of the Company to be held on Monday, 18 April 2005 and at any adjournment thereof.
signed
in the presence of
2. Declaration of Dividends
Re-appointment of Director:
3. Tan Sri Dato’ Mohd Desa Pachi
Re-elections of Directors:
6. En Izlan Izhab
8. Re-appointment of Auditors
As special business:
9. Proposed renewal of the authority for the issue of new ordinary shares
10. Proposed renewal of authority for the purchase of own ordinary shares
Notes
1. Please indicate with an “X” in the appropriate boxes how you wish your votes to be cast. If you do not indicate how you wish your proxy to
vote on any resolution, the proxy will vote as he thinks fit, or at his discretion, abstain from voting.
2. A member of the Company entitled to attend and vote at the meeting may appoint more than one (1) to a proxy to attend and vote instead of
him. Each proxy shall represent a minimum of 100 shares.
3. Where a member appoints more than one (1) proxy, such appointment shall be invalid unless the member specifies the proportion of his
shareholding to be represented by each proxy.
4. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply
to the Company.
5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the
appointer is a corporation, either under seal or under the hand of its attorney.
6. All proxy forms should be deposited at the Registrar’s Office at Tenaga Koperat Sdn Bhd, 20th Floor, Plaza Permata, Jalan Kampar, Off Jalan
Tun Razak, 50400 Kuala Lumpur not less than forty eight hours before the time for holding the meeting or any adjournment thereof.
7. For a Form of Proxy executed outside Malaysia, the signature must be attested by a Solicitor, Notary Public, Consul or Magistrate.
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STAMP
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