Professional Documents
Culture Documents
Expanding Reach
annual report 2008
www.plus.com.my
7 Annual
th
General Meeting
Date
4 June 2009
Time
10.00 am
Venue
Banquet Hall, Menara Korporat
Persada PLUS, Persimpangan Bertingkat Subang
KM15, Lebuhraya Baru Lembah Klang
47301 Petaling Jaya, Selangor Darul Ehsan
Malaysia
We remain committed to managing our
expressways with utmost care and
compassion. Designed for comfort and
exit 607
convenience, our rest areas help foster closer
relationships and strengthen family ties.
exit 608
Expanding Reach
We take the time to listen to our customers
to gain a better understanding of their
expectations. Their invaluable feedback
exit 233
enables us to constantly deliver new and
improved services.
exit 254
Expanding Reach
We fulfill our role by providing an efficient
and sustainable network for your business
needs. This is to enable you to realise your
exit 233
expectations the way you envisioned it.
exit 254
Expanding Reach
Staying relevant and true as a caring
organisation ensures our long-term
sustainability. We continue to extend a
exit 125
helping hand to victims of natural disasters,
highlighting our compassionate role towards
communities beyond our expressways.
exit 128
Expanding Reach
We consistently deliver world-class standards
in our performance. As a result of our
endeavours, our success has gained
Malaysia
recognition abroad, paving the way for us in
India and Indonesia.
India Indonesia
Expanding Reach
rationale
Vision Statement
The new PLUS visual identity consists of two
elements: the logo or symbol in the blue “To be a Premier Global Expressway Group”
stylised expressway design, and the green
PLUS brand name in a distinctive font.
• O u r V i s i o n a n d M i s s i o n
Statements also underscore the
Group’s continuing economic
and social contributions to the
nation.
Corporate and Work Values
Integrity is embedded in all our By being trustworthy, we take Sincerity underlines all our
actions and business activities. responsibility for all that we do actions as we do it from our
and say. hearts.
Caring Financial
Prudence
10 – 14 15 – 32 33 – 48
Structured for Expansion Enriching Returns
Notice of Annual General Meeting Company Profile Five-Year Group Financial Highlights
Statement Accompanying the Awards and Recognition 2008 2008 Group Operational Highlights
Notice of the Seventh Annual General
2008 Corporate Events Simplified Group Balance Sheet
Meeting
Milestones for The Group Group Quarterly Performance
Financial Calendar
Corporate Information Group Financial Review
Top Management
Company Secretaries
Senior Management
Balance Sheets
NOTICE IS HEREBY GIVEN THAT the Seventh Annual General Meeting of the
Company will be held at the Banquet Hall, Menara Korporat, Persada PLUS,
7TH Annual Persimpangan Bertingkat Subang, KM15, Lebuhraya Baru Lembah Klang,
47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 4 June
General Meeting 2009 at 10.00 am for the purpose of transacting the following businesses:
Agenda:
As Ordinary Business
1 To receive the Audited Financial Statements for the year ended 31 December 2008
together with the Reports of the Directors and Auditors thereon.
2 To declare a single tier final dividend of 9.5 sen per ordinary share for the financial year
ended 31 December 2008 as recommended by the Directors. Resolution 1
3 To re-elect the following Directors retiring in accordance with Article 76 of the Company’s
Articles of Association and who being eligible, have offered themselves for re-election:
i Tan Sri Dato’ Mohd Sheriff Mohd Kassim Resolution 2
ii Noorizah Hj Abd Hamid Resolution 3
4 To re-elect the following Directors retiring in accordance with Article 83 of the Company’s
Articles of Association and who being eligible, have offered themselves for re-election:
i Datuk Seri Panglima Mohd Annuar Zaini Resolution 4
ii Dato’ Seri Ismail Shahudin Resolution 5
6 To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their
remuneration. Resolution 7
As Special Business
To consider and if thought fit, to pass the following as ordinary resolutions:
7 PROPOSED AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 132D OF THE
COMPANIES ACT, 1965
“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are
hereby authorised to allot and issue shares in the Company at any time and upon such
terms and conditions and for such purposes as the Directors may, in their absolute
discretion deem fit, provided that the aggregate number of shares issued pursuant to this
resolution does not exceed 10% of the issued capital of the Company as at the date of
this Annual General Meeting (“AGM”) and that the Directors be and are also empowered
to obtain the approval for the listing of and quotation for the additional shares so issued
on Bursa Malaysia Securities Berhad and that such authority shall continue to be in force
until the conclusion of the next AGM of the Company.” Resolution 8
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company
following this AGM at which such mandate is passed, at which time it will lapse,
unless by a resolution passed at such general meeting whereby the authority is
renewed;
(b) the expiration of the period within which the next AGM of the Company after the
date is required to be held pursuant to Section 143(1) of the Companies Act, 1965
(Act) (but shall not extend to such extension as may be allowed pursuant to Section
143(2) of the Act); or
AND FURTHER THAT the Directors of the Company and/or any of them be and are/is (as
the case may be) hereby authorised to complete and do all such acts and things
(including executing such documents under the common seal in accordance with the
provisions of the Articles of Association of the Company, as may be required) to give
effect to the Proposed Renewal of Shareholders’ Mandate.” Resolution 9
Kuala Lumpur
Dated: 13 May 2009
NOTE 1
1 Every member is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy
may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 need not be complied
with.
2 To be valid, the original form of proxy duly completed must be deposited at the Share Registrar’s office, Symphony Share Registrars Sdn Bhd,
Level 26, Menara Multi-Purpose, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur not less than 48 hours before the time of
holding the meeting.
3 The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such
appointor is a corporation, under its common seal or under the hand of its attorney.
4 A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at a general meeting who
shall represent all the shares held by such member. A member holding more than one thousand (1,000) ordinary shares may appoint up to ten
(10) proxies to attend and vote at the same meeting and each proxy appointed shall represent a minimum of one thousand (1,000) ordinary
shares. Where a member appoints one (1) or more proxies to attend and vote at the same meeting, such appointment(s) shall be invalid unless
the member specifies the proportion of his shareholding to be represented by each proxy.
5 If the form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he deems fit.
6 If no name is inserted in the space provided for the name of your proxy, the Chairman of the Meeting will act as your proxy.
NOTE 2
Resolution pursuant to Section 132D of the Companies Act, 1965.
The proposed Resolution 8, if passed, would enable the Directors to issue up to a maximum of 10% of the issued share capital of the Company as
at the date of this Annual General Meeting for such purposes as the Directors consider would be in the best interest of the Company. This authority
unless revoked or varied by the Company at a General Meeting will expire at the next Annual General Meeting.
NOTE 3
Resolutions pertaining to the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions and Proposed New
Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature.
For Resolutions 9 and 10, further information on the Recurrent Related Party Transactions are set out in the Circular to Shareholders of the Company
dated 13 May 2009 which is despatched together with the Company’s 2008 Annual Report.
NOTE 4
The following person has been designated to attend to shareholders’ requests:
Name : Khalilah Dato’ Mohd Talha
Designation : Head, Corporate Communications Department
Contact No : +603 7666 4666
Statement Accompanying
the Notice of the Seventh Annual General Meeting
DIRECTORS WHO ARE SEEKING RE-ELECTION The details of the four (4) Directors seeking re-election are set out in their
AT THE SEVENTH ANNUAL GENERAL MEETING respective profiles which appear on pages 52 to 64 of this Annual Report.
OF THE COMPANY The details of their interest in the securities of the Company are set out
in the Analysis of Shareholdings on page 236 of this Annual Report.
2008
26 February Announcement of financial results for the 4th quarter and year ended 31 December 2007.
27 May Announcement of financial results for the 1st quarter ended 31 March 2008.
16 July Payment of final tax exempt dividend of 8.0 sen per ordinary share for financial year ended
31 December 2007.
21 August Announcement of financial results for the 2nd quarter ended 30 June 2008.
23 September Payment of single tier interim dividend of 6.5 sen per ordinary share for financial year ended
31 December 2008.
17 November Announcement of financial results for the 3rd quarter ended 30 September 2008.
30 December Completion of subscription and issue of 60% shares in PT Cimanggis Cibitung Tollways, Indonesia.
2009
26 February Announcement of financial results for the 4th quarter and year ended 31 December 2008.
Company Profile
Corporate Framework
16
Awards and Recognition 2008 18
2008 Corporate Events 20
Milestones for The Group 26
Corporate Information 28
Group Corporate Structure 29
Group Organisation Structure 30
Media Milestones – Corporate 32
Who we are...
PLUS Expressways Group is the Incorporated in Malaysia on 29 January 2002, PLUS Expressways Berhad
(“PLUS Expressways”) made its debut on the Main Board of Bursa Malaysia on
largest toll expressway operator 17 July 2002.
in South East Asia and one of the
PLUS Expressways is involved in investment holding and the provision of
largest in the world in terms of expressway operation services. PLUS Expressways wholly owns Projek
market capitalisation. Lebuhraya Utara-Selatan Berhad, Expressway Lingkaran Tengah Sdn Bhd,
Linkedua (Malaysia) Berhad, Konsortium Lebuhraya Butterworth-Kulim
(“KLBK”) Sdn Bhd and is a substantial shareholder of PLUS BKSP Toll Limited,
PT Lintas Marga Sedaya and PT Cimanggis Cibitung Tollways.
Domestic Operations
Concession Period
March 1988 – December
2038 (50 Years)
BHIWANDI
JAKARTA
JAVA ISLAND,
KALYAN INDONESIA
SHIL PHATA
JAKARTA
CIKAMPEK
CIBITUNG
CIMANGGIS
PALIMANAN
International Ventures
PLUS BKSP Toll Limited PT Lintas Marga Sedaya (“LMS”) PT CIMANGGIS CIBITUNG
(“PLUS BKSP”) • Cikampek-Palimanan Expressway in TOLLWAYS (“CCTW”)
• Bhiwandi-Kalyan-Shil Phata Highway West Java, Indonesia • Cimanggis-Cibitung Toll Road in
in Mumbai, India Jakarta, West Java, Indonesia
Length
Length 116 km Length
22 km 25.4 km
Status
Status Land acquisition in progress Status
99% complete. Toll collection Preliminary stage of development
anticipated in first half of 2009
1
2 6
7
3
5
4
6. National Quality Award – Silver Award under the 5. Six Sigma Green Belt Certification – Johari Jivisol
category of R&R Highway Toilet Abdullah, Maintenance Monitoring Department
Ministry of Housing and Local Government 6. 1st runner-up for Continual Improvement Competition
7. Sri Cemerlang Award (System & Process (“CIC”) during UEM Excellence Conference 2008
Improvement) – UEM Group Annual Awards 7. Champion in Improvement in Work Quality Competition
(“KMK”) organised by Malaysian Highway Authority
ACHIEVEMENTS IN
2008
18 PLUS Expressways Berhad Annual Report 2008
Awards and Recognition 2008 continued
31 Jan 2008
A lion dance performance signaled the launch of “Respect Your Limits” safety
campaign in conjunction with the 2008 Chinese New Year at Sungai Buloh OBR
17 Dec 2008
Local celebrities endorsing the PLUSMiles Loyalty Card at its launch
ceremony in Sungai Buloh OBR
2004
2002
2003
2006
2007
23.66%
UEM Group Berhad Domestic
40.21%
Projek Lebuhraya Utara-Selatan Berhad
100%
International
* PLUS Expressways Berhad holds 94.12% direct and indirect interest in PLUS BKSP via PLUS Kalyan (Mauritius) Private Limited.
Managing Director
Works Procurement
Special Projects
Corporate Affairs
Accounting
Treasury
Risk Management
Business Development
Corporate Communications
Internal Audit
Financial Review
Five-Year Group Financial Highlights 34
2008 Group Operational Highlights 36
Simplified Group Balance Sheet 40
Group Quarterly Performance 41
Group Financial Review 42
Statement of Value Added 46
Share Price & Volume Traded 47
Market Capitalisation 47
Media Milestones – Financial 48
Financial Statistics
1 Toll collection growth (%) 22.9 7.7 1.6 11.0 3.9
2 EBITDA margin (%)* 82.5 86.7 84.0 97.0 82.2
3 Return on average equity (%) 19.6 25.3 25.5 27.8 23.4
4 Return on average assets (%) 6.6 8.8 9.0 9.3 7.2
5 Debt/equity (Times) 1.8 1.9 1.6 1.7 2.0
5,678
5,340
2,237
4,518
1,516
1,820
4,161
1,691
1,664
1,308
1,499
3,498
1,108
1,071
774
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
Dividend Per Share Earnings Per Share Net Assets Per Share
(sen) (sen) (sen)
25.0
113.9
107.0
22.1
21.6
21.3
16.0
90.4
83.2
14.0
12.5
15.4
70.0
9.0
7.5
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
Five-Year Group Financial Highlights continued
5,678
5,340
2,237
2008: No provision for notional tax on tax exempt dividends following election of single tier tax system in 2008.
4,518
1,516
^ Includes single tier final dividend of RM475 million or 9.5 sen per share to be proposed at the forthcoming Seventh Annual General
1,820
4,161
1,691
1,664
1,308
Meeting.
1,499
3,498
1,108
1,071
774
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
Dividend Per Share Earnings Per Share Net Assets Per Share
(sen) (sen) (sen)
25.0
113.9
107.0
22.1
21.6
21.3
16.0
90.4
83.2
14.0
12.5
15.4
70.0
9.0
7.5
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
5.2%
3.9%
1.6%
0.8%
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
8.3% 65
58 61
56
6.4% 50
6.0%
4.0%
2.8%
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
7.0%
4.4%
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
25% 31%
18% 22%
13%
2004 2005 2006 2007 2008
8.7% 21
19 20 20
19
4.0% 4.1%
0.1% (1.9%)
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
40% 44%
32% 36%
28%
Assets
2008
72.7% Concession Assets
1.3% Investments
26.0% Reserves
0.8% Payables
2008
(RM million) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Full Year
FINANCIAL PERFORMANCE
Revenue 720 738 717 793 2,968
Direct cost of operations (199) (220) (229) (232) (880)
2007
(RM million) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Full Year
FINANCIAL PERFORMANCE
Revenue 524 570 554 634 2,282
Direct cost of operations (163) (161) (166) (186) (676)
The main contributor to the growth was the first time The analysis of toll collection by concession company shows
consolidation of results from new subsidiaries namely, ELITE, that PLUS contributes the highest toll collection of 86%,
LINKEDUA and KLBK with total revenue of RM324 million. The followed by ELITE of 9%, LINKEDUA of 4% and KLBK of 1% for
increase was also due to higher toll collection for PLUS by 2008.
RM92 million on the back of a year-on-year traffic growth of
5.2%.
Operating Costs
Net toll compensation of RM731 million for 2008 consists of
%
non-cash toll compensation of RM536 million and the
RM Million 2008 2007 Variance Change
remaining was compensation for non-toll rate increase in
2008. In 2008, higher non-cash toll compensation was
Routine
recorded as compared to 2007 as there was no deduction for
maintenance 228 201 -27 -13%
notional tax on tax exempt dividends in 2008 following the
election of the single tier tax system effective January 2008. Management
expenditure 348 268 -80 -30%
Depreciation &
amortisation 383 257 -126 -49%
Total operating
costs 959 726 -233 -32%
Current assets
Employee Costs
Deposits and cash 2,234 2,418 -184 -8%
General Expenses
Others 245 130 115 88%
Utilities
Toll Consumables & Commission
Total assets 17,021 15,893 1,128 7%
Professional Fees
Repairs & Maintenance
In 2008, total assets reached RM17,021 million, 7% higher
Advertising & Marketing
than 2007.
Equity
BreakdownofofConcession
Breakdown ConcessionAssets
Assets Share Capital 1,250 1,250 0 0%
Reserves 740 761 -21 -3%
2008 91%
Retained earnings 3,688 3,329 359 11%
Non-current liabilities
6%
Long term
1%
financial liabilities
2% and borrowings 9,522 8,583 939 11%
Others 573 121 452 >100%
• issuance of PLUS SPV Sukuk of RM1,055 million nominal PLUS Expressways will continue to deliver value to its
value (RM762 million present value on issue date) under shareholders and to achieve this, the Board has reviewed its
the RM4,000 million nominal value PLUS SPV Sukuk in dividend payout policy to be a minimum 70% of the Group’s
June 2008 to partially refinance the bridging loan facility. net profit, subject to the availability of cashflows, after taking
into consideration the debt servicing and financing
commitments for the Group companies as well as future
Debt Rating and Outlook expansion plans.
Rating Outlook The effort continues to achieve the KPI on minimum dividend
payout of 16 sen per share for FY2009, despite the many
PLUS Expressways Berhad challenges in the current economic environment.
PLUS SPV Sukuk AA1 Stable
PLUS
PLUS Senior Sukuk AAA Stable
PLUS Sukuk Series 1 AAA Stable
PLUS Sukuk Series 2 AAA Stable
PLUS Sukuk Series 3 AAA Stable
Value added is a measure of wealth created. The following statement shows the Group’s value added for 2008 and 2007 and
its distribution by way of payments to employees, government and shareholders, with the balance retained in the Group for
reinvestment and future growth.
2008 2007
RM million RM million
VALUE ADDED
Revenue 2,968 2,282
Other income 57 132
Finance income 96 75
Operating expenses (380) (310)
Finance cost (645) (455)
DISTRIBUTION
To Employees
Employees cost 198 159
To Government
Taxation 435 60
To Shareholders
Dividend 725 425
Minority interests 1 —
Retained for reinvestment and future growth
Depreciation, amortisation, disposal & write-off 383 257
Retained earnings 354 823
Depreciation, amortisation,
disposal & write-off and
retained earnings
34.6% 24.6%
Dividend and
Minority interests
20.8% 3.5%
Taxation
9.4% 9.2%
Employees cost
12.0
13.0
14.0
15.0
16.0
17.0
shares
Million
RM’billion
31.01.2008
31.01.2008
29.02.2008
29.02.2008
31.03.2008
31.03.2008
30.04.2008
30.04.2008
Volume
30.05.2008
30.05.2008
30.06.2008
30.06.2008
31.07.2008
Closing
31.07.2008
Market Capitalisation
29.08.2008
29.08.2008
47
30.09.2008
30.09.2008
31.10.2008
31.10.2008
28.11.2008
28.11.2008
31.12.2008
31.12.2008
2.0
2.2
2.4
2.6
2.8
3.0
3.2
3.4
RM
Overview
Board of Directors 50
Profile of Board of Directors 52
Top Management 66
Company Secretaries 68
Heads of Overseas Subsidiaries 68
Senior Management 70
Dato’ Ahmad Pardas Senin, aged 56, was appointed as Non- Managing Director of Renong Berhad, Managing Director of
Independent Non-Executive Deputy Chairman of PLUS Time Engineering Berhad, Executive Director & CEO of Time
Expressways Berhad on 1 July 2004. He currently holds dotCom Berhad, Managing Director of EPE Power Corporation
directorships in UEM Group Berhad, UEM Land Holdings Berhad (now renamed Ranhill Power Berhad). During 2003-
Berhad and Pharmaniaga Berhad. He is a Director of Universiti 2004, he was seconded as Executive Director and CEO of
Teknologi Mara (“UiTM”) and the Chairman of The Malaysian Silterra Malaysia Sdn Bhd.
Directors Academy (“MINDA”).
He has also served on the boards UEM Builders Berhad, Opus
Dato’ Ahmad Pardas is a Fellow of The Chartered Institute of Group Berhad, Faber Group Berhad, Costain Group Plc. and
Management Accountants (“FCMA”), a Chartered Member of The Malaysian Industry-Government Group for High
the Malaysian Institute of Accountants (“MIA”) and a Member Technology (“MIGHT”). Prior to joining the UEM Group, Dato’
of the Institute of Internal Auditors, Inc. He is also a member Ahmad Pardas had more than 17 years service with the
of the Financial Reporting Foundation (“FRF”). British-American Tobacco Group.
He has been with the UEM Group for more than seventeen He is a Non-Executive Director nominated by UEM Group
years since 1992. During this period Dato’ Ahmad Pardas has Berhad, a major shareholder of PLUS Expressways Berhad.
served in various other positions in the UEM Group, including Dato’ Ahmad Pardas serves as a member of the Remuneration
as the Managing Director/CEO of UEM World Berhad, Group Committee and the Investment Committee.
Geh Cheng Hooi, a Malaysian aged 74, is the Senior Geh is a Fellow of the Institute of Chartered Accountants in
Independent Non-Executive Director of PLUS Expressways England and Wales and a member of the Malaysian Institute
Berhad. He was appointed a Director of the Company on of Certified Public Accountants (“MICPA”) and had served as
20 May 2002. Chairman and member of several of MICPA’s committees. He
was the Chairman of the technical committee and was
After qualifying as a Chartered Accountant in the United involved in the introduction of the International Accounting
Kingdom in 1959, he worked for Price Waterhouse, London Standards (“IAS”) in Malaysia. Directorships held by him
as a qualified assistant in 1960/1961. include Lingui Developments Berhad, Paramount Corporation
Bhd, NCB Holdings Berhad, Malayan Flour Mills Bhd and
Upon his return to Malaysia in 1961, he joined KPMG Peat Wawasan TKH Holdings Bhd.
Marwick (“KPMG”) and was admitted as a partner in KPMG in
1964. Geh retired as the Senior Partner in 1989. Geh serves as the Chairman of the Audit Committee and a
member of the Nomination Committee.
Hassan Ja’afar
Non-Independent Non-Executive Director
Hassan Ja’afar, a Malaysian aged 62, is a Non-Independent He also sits on the Board of Commissioner of PT Lintas Marga
Non-Executive Director of PLUS Expressways Berhad and was Sedaya and PT Cimanggis Cibitung Tollways, PLUS Expressways
appointed as a Director of the Company on 18 March 2002. Berhad’s subsidiaries in Indonesia and hold directorship in
Projek Lebuhraya Utara-Selatan Berhad.
Hassan was the past Managing Director of BBMB Securities
Sdn Bhd. He holds a Bachelor of Science Degree in Chemical Hassan is a Non-Executive Director nominated by Khazanah
Engineering from the University of New Brunswick, Canada. Nasional Berhad, a major shareholder of PLUS Expressways
He was a project officer for the Economic Development Berhad. He serves as a member of the Remuneration
Board of Singapore and the Development Bank of Singapore Committee.
Limited from 1969 to 1974. He was an Investment Manager
for Bank Pembangunan Malaysia Berhad from 1974 to 1978.
From 1978 to 1990, he was the General Manager for Bapema
Corporation Sdn Bhd. He was appointed as an Executive
Director of UMBC Securities Sdn Bhd in 1990 and he served
until 1994. He then became an Executive Director of
CapitalCorp Securities Sdn Bhd until 1995. In 1995, he was
appointed as the Executive Director of BBMB Securities
Sdn Bhd.
Tan Sri Razali Ismail, a Malaysian aged 70, is an Independent In Malaysia Tan Sri Razali Ismail is involved in IT and
Non-Executive Director of PLUS Expressways Berhad and was environmental industries and sits on the boards of companies
appointed to the Board on 6 May 2002. including Leader Universal Holdings Berhad, Allianz General
Insurance Malaysia Berhad and IRIS Corporation Bhd. He is
Tan Sri Razali Ismail retired from government in 1998 after a the Pro-Chancellor of the University Science Malaysia,
career in the Malaysian Diplomatic Service over 35 years. He Chairman of the National Peace Volunteer Corp (“Yayasan
was last appointed Malaysia’s Permanent Representative to Salam”) and the Malaysian Prime Minister’s Special Envoy to
the United Nations in New York. facilitate assistance for natural disaster victims. He is the
President of World Wildlife Fund in Malaysia and advises on
At the United Nations, Tan Sri Razali Ismail was involved in a government supported project on street and displaced
developing positions on issues such as development and children.
sustainability, poverty and marginalisation, reforms in the
United Nations, human rights and the environment. Tan Sri
Razali Ismail was the Secretary-General’s Special Envoy for
Myanmar for more than 5 years (April 2000-December
2005).
Datuk K. Ravindran
Independent Non-Executive Director
Quah Poh Keat, a Malaysian aged 56, is an Independent Non- PK Quah is a Fellow of the Malaysian Institute of the Taxation,
Executive Director of PLUS Expressways Berhad. He was Member of the Malaysian Institute of Accountants, Member
appointed as a Director on 14 January 2008. He is also of the Malaysian Institute of Certified Public Accountants,
currently an Independent Non-Executive Director of IOI Member of the Chartered Institute of Management
Corporation Bhd, IOI Properties Berhad, Telekom Malaysia Accountants and Fellow of the Association of Chartered
Berhad, Lonpac Insurance Berhad, LPI Capital Berhad and Certified Accountants.
Public Bank Bhd and some of its group companies.
He was the Senior Partner of KPMG (known in some practices
PK Quah was admitted as a member of the Malaysian Institute as Managing Partner) from 1 October 2000 to 30 September
of Certified Public Accountants (“MICPA”) in 1976. He was 2007 and has vast experience in Audit and Taxation in both
also the best student for all three parts of the MICPA Malaysia and United Kingdom. He retired from KPMG Malaysia
Examination and won many awards in the Institute of on 31 December 2007. He is a member of FMM Strategic
Management Accountants Examinations. Policies Committee and was a former Vice-President of the
Malaysian Institute of Taxation.
Abdul Farid Alias, a Malaysian aged 41, was appointed the Non-
Independent Non-Executive Director of PLUS Expressways Berhad
on 27 February 2008.
Datuk Seri Panglima Mohd Annuar Zaini, a Malaysian aged appointment as Member of the Council of Elders to HRH
58, is an Independent Non-Executive Director of PLUS Sultan of Perak. He is a Member of the Perak Council of
Expressways Berhad. He was appointed as a Director on Islamic Religion and Malay Customs. He is a Distinguished
19 December 2008. Fellow to Institute of Strategic and International Studies
(“ISIS”) Malaysia, Fellow to Institut Sosial Malaysia, Member of
Datuk Seri Panglima Mohd Annuar Zaini holds a Masters of the Advisory Board of the Public Complaints Bureau of the
Arts in Law & Diplomacy from The Fletcher School of Laws & Prime Minister’s department and Member of the Economic
Diplomacy, Tufts University, USA; and a Bachelor of Arts with Council Malaysia. He is a member of the Board of Directors of
honours in Economics from University Kebangsaan Malaysia. the University Malaya and Chairman of the Board, University
Malaya Specialist Centre.
He began his career in the government service as an
Administrative and Diplomatic Officer in 1977. He served the He is the Chief Executive of Northern Corridor Implementation
Malaysian Government at various ministries and departments. Authority since September 2008. He is also the Adjunct
In 1993, he was appointed General Manager of The Perak Professor of Northern Corridor Economic Region Research
Foundation, a position he held until 1999 before he chose to Centre, Universiti Utara Malaysia since December 2007.
take an optional retirement from the government service.
He holds directorships in Malaysian Airline System Berhad
He has been appointed the Chairman of Malaysian National and several private limited companies.
News Agency (“BERNAMA”) since February 2004. Also in
February 2004, HRH The Sultan of Perak consented his
Dato’ Seri Ismail Shahudin joined ESSO Malaysia Berhad, upon his
graduation in 1974 and served for 5 years in its Finance Division.
He then joined Citibank Malaysia in 1979 and served at the bank’s
headquarters in New York in 1984 as part of the team in Asia
Pacific Division. Upon his return to Malaysia, he was promoted to
the position of Vice President & Group Head of the Public Sector
and Financial Institutions Group in Citibank Malaysia. In 1988, he
served United Asian Bank Berhad as Deputy General Manager.
In 1992, he joined Malayan Banking Berhad as General Manager,
Corporate Banking and became the Executive Director in 1997. In
2002 he left Malayan Banking Berhad to become the Group CEO
of MMC Corporation Berhad. He was appointed to the Board of
Bank Muamalat Malaysia Berhad and subsequently appointed as
its Chairman in March 2004 until his retirement in July 2008.
Nik Airina, a Malaysian aged 46, is the Chief Operating Officer Annuar Marzuki Abdul Aziz, a Malaysian aged 38, is the Chief
of PLUS Expressways Berhad. Prior to her promotion as the Financial Officer of PLUS Expressways Berhad. He sits on the
Chief Operating Officer in June 2006, she was the Senior Board of Konsortium Lebuhraya Butterworth-Kulim (KLBK)
General Manager of the Company’s Planning and Development Sdn Bhd, Expressway Lingkaran Tengah Sdn Bhd and Linkedua
Division. She also sits on the Board of Konsortium Lebuhraya (Malaysia) Berhad, the wholly owned subsidiaries of PLUS
Butterworth-Kulim (KLBK) Sdn Bhd, Expressway Lingkaran Expressways Berhad. He is a Certified Practising Accountant
Tengah Sdn Bhd and Linkedua (Malaysia) Berhad, the wholly of CPA Australia and a Chartered Accountant of the Malaysian
owned subsidiaries of PLUS Expressways Berhad as well as Institute of Accountants. He graduated with a Bachelor in
TERAS Teknologi Sdn Bhd. Accountancy from the International Islamic University in
1993. In 2003, he graduated with a Masters of Business
Nik Airina has been in the highway industry for more than Administration (Finance) from the same university. He also
20 years. She obtained her Bachelor of Science degree in Civil holds a Diploma in Comparative Law from Institute of Islamic
Engineering from the University of Miami in 1985 and further Studies.
pursued her Masters Degree in Civil Engineering at the same
university. She served at the university’s Civil Engineering He started his career in the Audit & Business Advisory Services,
Department before starting her career at Beiswenger, Hoch Pricewaterhouse in 1993 before moving to the Audit
and Associates, an engineering consulting firm in Florida. Department of UMW Corporation Sdn Bhd, a conglomerate
involved in the automotive, engineering and oil and gas
She joined Pengurusan Lebuhraya Berhad (now known as industries. He joined Internal Audit Department of the then
OPUS International (M) Berhad) in 1989 where she was Renong Berhad (now part of the UEM Group) in March 1995.
mainly involved in managing the implementation of the In March 1996 he moved to the Corporate Finance Department
North-South Expressway (“NSE”) project. Upon the completion of what was then the Commerce International Merchant
of the NSE project, she moved to Pengurusan Lantas Berhad Bankers Berhad. Subsequently, in March 1999, he joined
and subsequently headed its Special Projects Division. She Corporate Finance Department, Renong Berhad.
joined Projek Lebuhraya Utara-Selatan Berhad in 2001 as the
General Manager of the Planning and Development Division. In July 2003, he was seconded to TIME Engineering Berhad as
the General Manager, Corporate Finance. In January 2004, he
Nik Airina is Malaysia’s representative for the World Road transferred to United Engineers (Malaysia) Berhad (now
Association’s (PIARC) Technical Committee on Road Network known as UEM Group) as the General Manager, in the office
Operations and is a Fellow of the Institute of Highway and of the Managing Director/Chief Executive Officer. He assumed
Transportation (IHT) UK. She serves as the Honorary Treasurer the position of Chief Financial Officer of PLUS Expressways
of Intelligent Transport System Malaysia and is on the Berhad in June 2006.
committee of IHT Malaysia.
Tan Hwee Thian, is the Director, Legal and Secretarial of UEM Group Management Sdn Bhd
and the Joint Company Secretary of PLUS Expressways Berhad. He has been the Secretary of
the Company since its incorporation on 29 January 2002. He is also the joint Company
Secretary of UEM Group Berhad, UEM Land Holdings Berhad and other companies in the UEM
Group. He is a Fellow of the Association of Chartered Certified Accountants, United Kingdom,
a member of the Institute of Chartered Secretaries and Administrators, United Kingdom and a
Chartered member of the Malaysian Institute of Accountants (“MIA”).
Mazyu Sherina is a Director of PT Lintas Marga Sedaya and PT Cimanggis Cibitung Tollways,
both PLUS Expressways Berhad’s subsidiaries in Indonesia and the Joint Company Secretary of
PLUS Expressways Berhad.
She is also the Joint Company Secretary for Projek Lebuhraya Utara-Selatan Berhad, Expressway
Lingkaran Tengah Sdn Bhd, Linkedua (Malaysia) Berhad and Konsortium Butterworth-Kulim
(KLBK) Sdn Bhd.
She was formerly the General Manager and head of the Legal and Secretarial Support
Mazyu Sherina Department of PLUS Expressways Berhad. Prior to joining PLUS Expressways Group, she was
attached to Messrs. Abu Talib Shahrom.
Mohamed Yusof
Azmee Nin, aged 46, is the Operations Director of PLUS BKSP Muhammad Fadzil Abdul Hamid, aged 50, is the President
Toll Limited (“PLUS BKSP”) in India. He graduated with Director of PT Lintas Marga Sedaya and PT Cimanggis Cibitung
Bachelor of Science in Building (Distinction) from Glasgow Tollways, PLUS Expressways Berhad’s subsidiaries in Indonesia.
College of Technology, Building and Printing (now known as He is also a nominee of PLUS Expressways on the Board of
Caledonnian University) in 1990. Director of PLUS BKSP, and was formerly the Senior General
Manager of the Business Development Department of PLUS
He started his career with Ingeback (M) Sdn Bhd, a contractor, Expressways Berhad.
involved in construction of high rise building and houses
around Kuala Lumpur. He joined Projek Lebuhraya Utara- Muhammad Fadzil graduated with Bachelor of Engineering
Selatan Berhad in September 1991 and had served in various degree in Civil Engineering from the University of New South
departments covering projects and operations until 2004. Wales, Sydney in 1982. In 2002, he obtained a Masters degree
in Business Administration (Finance) from University Putra
He was promoted as a General Manager overseeing Malaysia.
Expressway Lingkaran Tengah Sdn Bhd and Linkedua
(Malaysia) Berhad. In December 2007, he was promoted as From 1983 to 1996, Muhammad Fadzil worked as an Engineer
Operations Director of PLUS BKSP in India. at the Public Works Department following which he joined
Linkedua (Malaysia) Berhad as a Contract Manager. In July
2000, he was transferred to Expressway Lingkaran Tengah
Sdn Bhd as the General Manager of Operations and
Engineering. In September 2003, he was transferred to PLUS
Expressways as the Head of the Business Development
Department.
Hassan Sahalan
2
2
Staff Support Services
2 3 Azman Masbah
2
Electronic & Telecommunication Projects
74 Chairman’s Statement
Dear Shareholders,
“I am pleased to present the 2008 Annual Report for PLUS Expressways
Berhad (“PLUS Expressways” or “the Group”). 2008 was a good year
for the Group. Despite a challenging operating environment aggravated
by the global financial meltdown and volatile energy prices, we made
strong strides forward on the operational and financial fronts to drive
business expansion and deliver sound results.“
Network expansion came by way of assimilating three new expressways. The addition of these concessionaires to the
acquisitions, namely ELITE, LINKEDUA and KLBK, into our Group’s stable underscores our strategy of securing solid
stable of expressways. On the overseas front, we made assets to drive our network expansion and business growth.
encouraging progress in India and Indonesia while exploring
other opportunities elsewhere to expand our international On top of this, our third lane widening project which was
footprint. All in all, it was a year which saw us building upon fully completed during the year, has given the Group an
the growth momentum created in the preceding years to additional 284 lane-km or 7.8% resulting in a total asset base
expand our reach and position as a premier global expressway of 4,575 lane-km. I am pleased to report that these
group. developments have registered 25.7% lane-km growth in 2008
thereby surpassing the year’s Headline Key Performance
Indicator (“KPI”) target of 20% growth. The Group in essence
ROBUST NETWORK EXPANSION owns 62% of Malaysian toll roads in operation to date.
Network expansion through strategic acquisition has ranked
high on our list of priorities these last few years. In December
2007, the Group acquired ELITE and LINKEDUA, while on STRONG FINANCIAL PERFORMANCE
13 March 2008 we completed the acquisition of KLBK. KLBK Effective 1 January 2008, the financial results of ELITE and
holds a 32-year concession (ending in 2026) for the LINKEDUA were incorporated into the Group’s results, while
Butterworth-Kulim Expressway (“BKE”) which is a 17-kilometre KLBK’s results were incorporated effective 1 March 2008. With
dual two lane carriageway extending from Kulim in Kedah to our asset base broadened, the Group’s total toll collection for
Seberang Perai in Penang. As the BKE is linked to PLUS’s the financial year ended 31 December 2008 increased by
North-South Expressway, we expect to garner good 23% or RM416.5 million to RM2,237.0 million from RM1,820.5
operational synergies from this latest acquisition. million in the preceding year. The higher performance was
primarily attributable to a higher toll collection of RM92.3
The inclusion of ELITE’s North-South Expressway Central Link million for PLUS as well as contributions totalling RM324.2
(“NSECL”), LINKEDUA’s Malaysia-Singapore Second Crossing million from ELITE, LINKEDUA and KLBK collectively.
(“MSSC”) and the BKE, has also effectively added another
651 lane-km or 17.9% to our existing 3,640 lane-km of Enhancements to our expressway system and service
improvements did much to attract more users onto our
expressways. PLUS, ELITE and LINKEDUA, all experienced
year-on-year traffic volume growth with the exception of
KLBK that registered a marginal reduction in traffic volume.
As a result of overall higher traffic volume and toll collection,
the Group chalked up a healthy 30.1% or RM686.0 million
increase in revenue, turning in RM2,968.0 million against
RM2,282.0 million the year before.
16.0
Under our agreement with the Malaysian Government, the
14.0
rate of toll is to increase by 10% every three years for both
PLUS and ELITE and by an average of 27% and 23% every
five years for LINKEDUA and KLBK respectively. The last time
an increase took place for PLUS was in 2005. While we were
expecting a toll increase on 1 January 2008, in light of the
slowing economy, the Government decided to defer this till
the end of 2009 and will compensate PLUS in accordance
with the Concession Agreement. Meanwhile, ELITE, LINKEDUA
and KLBK, all obtained their toll increases in 2008.
The Group was spared the vagaries of the marketplace in 2007 2008
2008. As a result, we outperformed the Kuala Lumpur
Composite Index (“KLCI”) by 30%. The year saw our share
price reaching a high of RM3.28 and a low of RM2.53 before
Following the higher payout, the Board has reviewed the
closing at RM2.98 on 31 December 2008.
existing dividend payout policy (40% to 60% of Group net
profit) and approved a revised payout policy of a minimum
70% of Group net profit. This is subject to the availability of
ENHANCED SHAREHOLDER VALUE
cash flows after taking into consideration the Group’s debt
The Board of Directors is pleased to recommend a single tier
servicing and financing commitments as well as any future
final dividend of 9.5 sen per ordinary share of RM0.25 each,
expansion plans. Going forward, despite the dismal economic
subject to shareholders’ approval at the forthcoming Annual
outlook, the Board remains committed to delivering returns
General Meeting. Together with the interim dividend of 6.5
to shareholders with a minimum targeted dividend payout of
sen per share paid on 23 September 2008, the total dividend
16 sen per share for financial year 2009.
payout for financial year 2008 will be 16 sen per share
amounting to RM800 million.
With 64% of PLUS Expressways’ equity directly and indirectly
held by Khazanah Nasional Berhad, the Malaysian
This marks the third consecutive year in which the Group has
Government’s investment arm, these profits flow back to the
achieved its KPI commitment to ensure a minimum dividend
people of Malaysia through the Government. Our remaining
growth of 12% for the financial year. The 16 sen per share
shares, some 20%, are held by government-related institutional
payment represents a 14.3% growth from the 14 sen per
shareholders such as Kumpulan Wang Simpanan Pekerja
share payout in financial year 2007 and a dividend payout of
(“KWSP” or “the EPF”), Permodalan Nasional Berhad (“PNB”),
74% of Group net profit. This translates to an attractive
Kumpulan Wang Amanah Pencen (“KWAP”), Lembaga Tabung
dividend yield of approximately 5.5%.
Angkatan Tentera (“LTAT”), Lembaga Tabung Haji (“LTH”) and
Pertubuhan Keselamatan Sosial Malaysia (“PERKESO” or
“SOCSO”), and the benefits they receive also flow back to the
millions of their members.
Shareholding Breakdown Approximately 10% of the Group’s equity is held via foreign
shareholding. The year 2008 saw us recording our highest
ever level of foreign shareholding at 10.7% against an average
of 8% in 2007. This reflects the confidence that foreign
6%
Others investors have in the Group.
10%
Foreign
9%
Other
Government-Related IMPROVEMENTS TO OPERATIONAL EFFICIENCY
Institutions
In 2008, the Group went all out to enhance operational
11% efficiency throughout the length and breadth of the
40%
EPF UEM organisation. The completion of our new headquarters at
24% Subang has effectively brought together the Group’s different
Khazanah
operations under one roof, thus enabling the integration of
resources. Enhanced capital management efforts, the
e-bidding procurement system which promotes better
transparency and cost management, innovative Six Sigma
initiatives, and a more structured and proactive maintenance
regime, are beginning to produce tangible cost savings. In Indonesia, land acquisition relating to the 116-kilometre
As we continue to bring technological innovation and higher Cikampek-Palimanan Toll Road project is progressing well
standards of excellence into play to enhance our operations, and we are confident of achieving the key milestones within
facilities and services, we are ensuring customer convenience the targeted timeline. Currently, while we are in the midst of
and safety are being taken care of. acquiring land, we are focusing our efforts on re-ascertaining
the costs of the project and raising the additional funding
Our efforts over 2008 would not have been possible without required. The bankers and regulatory authorities are working
our team of around 4,000 dedicated employees. As a forward- with us to get the project moving and we hope to see some
looking organisation, we are committed to optimising the good progress this year.
skills-set of our employees and to ensuring they have an
attractive career path to follow. To this end, we are We have also been awarded the 25.4 km Cimanggis-Cibitung
implementing structured training and development Toll Road project in West Java. Negotiations are currently
programmes as well as providing our employees a conducive underway between the consortium, PT Cimanggis Cibitung
working environment, competitive compensation packages Tollways (“CCTW”), which we have an equity stake in, and the
and long-term career development opportunities. regulatory authorities to finalise the concession agreement.
When this project takes off, it will increase our asset base,
enhance shareholder value and strengthen our market
CONTINUED FOCUS ABROAD position in Indonesia.
2008 was the year in which we made good progress on the
overseas front, particularly in India and Indonesia. In India, India and Indonesia provide growth opportunities for us.
where we initially had some delays due to challenges in While the global economy is undoubtedly slowing down, the
securing certain sections of land, I am happy to report that governments of these two countries are determined to
the work on the Bhiwandi-Kalyan-Shil Phata Highway (“BKSP improve their highway infrastructure as quickly as possible to
Highway”) is substantially completed and we are targeting to stimulate their economies.
have the project fully operational in the second quarter of
2009. The BKSP Highway is expected to start contributing
towards the Group’s revenue this year. The completion of a EFFECTIVE CORPORATE GOVERNANCE MEASURES
new highway in India bodes well for the Group as we set our The Board is committed to upholding the tenets of integrity,
sights on other opportunities in that nation. transparency and accountability in all our business activities.
Stringent internal and external controls are in place to ensure
we employ good corporate governance practices. In the
Corporate Governance Survey Report 2008 jointly conducted
by the Minority Shareholder Watchdog Group and the
University of Nottingham Malaysia Campus in November
2008, the Group was ranked 14th among 960 public listed
companies for overall excellence in corporate governance.
While toll operations will always remain the main part of our Mr Geh Cheng Hooi, who will be retiring from the Board and
business, we are also open to developing other toll road- are not seeking re-election at the forthcoming Annual General
related business opportunities. For instance, we are looking Meeting. I thank these gentlemen for their invaluable
to capitalise on our more than 20 years of toll management contributions and counsel given to the Group.
experience and expertise by selling our know-how for a fee-
based income. Rest assured that whatever new areas we I am pleased to welcome two new members to the Board,
choose to focus on, we will continue to keep a keen eye on namely Datuk Seri Panglima Mohd Annuar Zaini, who
our core toll expressways business. Moving forward into previously sat on the Boards of PROPEL, ELITE and LINKEDUA,
2009, the Board is confident that the Group will be able to and Dato’ Seri Ismail Shahudin, who has vast experience in
weather the challenges ahead. the banking sector.
Dear Shareholders,
I am glad to report that PLUS Expressways Berhad (“PLUS Expressways”
or “the Group”) successfully weathered the challenges of 2008 and
turned in strong consolidated results on all fronts.
PLUS Expressways’ driving formula for success is based on UEM Group’s value
creation strategy which focuses on Productivity of Resources, Expansion and
Growth, People and Organisational Development, Systems and Processes
Improvement, and Image and Perception Management. The Group’s value creation
strategy calls for our people to effectively leverage on the Group’s diversity and
shared values – teamwork, integrity, passion for success and sincerity of intent.
PRODUCTIVITY OF RESOURCES
The Group endeavours to undertake value-creating capital management initiatives
and effective cost control measures.
• On 29 May 2008, PLUS issued RM700 million nominal value (RM308 million
present value on the issue date) zero coupon Sukuk Series 3 pursuant to the
RM4,500 million nominal value of Sukuk Series 3 Medium Term Notes Programme
to partially redeem the Senior Sukuk due in May 2008. The repayment of Sukuk
Series 3 is stretched to 2022.
In 2008, we completed the third lane widening of the Seremban-Ayer Keroh and
Rawang-Slim River sections of the NSE, which added 284 lane-km to our existing
network. The Sungai Petani South, Kota Damansara and Juru toll plazas were also
upgraded during the year, with toll lane extension and electronic toll collection
(“ETC”) lane channelisation implemented for better throughput. The project to
facilitate non-stop travel along the Ipoh Selatan-Jelapang stretch of the NSE was
implemented to separate local and mainline traffic for more efficient traffic
distribution and to also increase mainline capacity. The Putra Heights Toll Plaza opened on
19 February 2009
Our existing Pandan Interchange in Johor Bahru will be upgraded to connect to the
new Customs, Immigration and Quarantine Complex (“CIQ”) at Bangunan Sultan
Iskandar via the Eastern Dispersal Link. This will provide a direct connection between
the NSE and our operations at the new CIQ Complex.
While we adopt an ongoing proactive approach in this area, we will only consider
transactions that add value to the Group’s current portfolio.
In India, the BKSP Highway is expected to start contributing towards the Group’s
revenue as we target to commence the toll collection in the second half of this year.
Following delay in the handover of lands by the Maharashtra State Road Development
Corporation (“MSRDC”) which led to a delay in the completion of the project, we
have been granted an extension to the concession period.
The land acquisition for the 116-kilometre Cikampek-Palimanan Toll Road project in
Indonesia has progressed well. Following the increase in cost of construction
materials, the Government of Indonesia has approved the revised project cost and
the initial toll tariff. Accordingly, we are negotiating with the lenders for additional
funding facilities for this project.
Continuing with our efforts to expand abroad, we have individually and in joint
venture with local partners, participated in the submission of tenders for highway
projects in India. The year saw us entering into partnerships with local players to
jointly participate in the tenders. We have been pre-qualified for several projects by
the National Highway Authority of India.
We are also actively seeking investment opportunities in completed toll roads and
providing expressway operations and maintenance services.
This year, the Group will also be embarking on a Personnel Exchange Programme
with Central Nippon Expressway Company Limited which operates the expressways
network in Central Japan. The collaboration, formalised in February 2009, will
involve the exchange of technology and expertise in the areas of project and
operations management as well as research and innovation.
Caring Employer
As a caring employer, the Group is committed to creating a conducive and safe
work environment to enhance operational efficiency and productivity. To this end,
we have introduced a host of facilities at the Group’s new headquarters in Subang
including training facilities, a sports complex, a gymnasium as well as a child
development centre. Most of the facilities in the office complex are disabled-
friendly.
Our community outreach programmes encourage the spirit of volunteerism amongst staff
Impacting Communities
We continue to achieve visibility as a respected and socially-responsible member
of the community by undertaking corporate social responsibility initiatives that
impact in a tangible manner on the communities around us. 2008 saw us
continuing to roll out community and educational activities focusing on road
safety. From the “Respect Your Limits” road safety campaign aimed at drivers
and operators of heavy vehicles to publishing guidebooks on safe driving, our
aim is to emphasise road safety awareness among different target groups
including school children.
GROWTH STRATEGIES
As we move into a more challenging business environment, we will continue to put
in place the strategies that will provide us a strong foundation for growth. Our key
growth strategies are:
As we pursue our growth strategies to ensure the success of our businesses, the
Group will remain flexible and open to exploring new directions should the need
arise. Going forward, the Management team is committed to delivering a respectable
performance in 2009.
Reaching
Towards Excellence
Business Review
Review of Operations 92
The North-South
Expressway
The North-South
Expressway Central
Link
The Malaysia-Singapore
Second Crossing
The Butterworth-Kulim
Expressway
TRAFFIC GROWTH
Overall Traffic Growth
In 2008, more vehicles travelled on our expressways resulting in overall higher traffic
volume and toll collection. Continuous improvements to our expressway system and
service levels have helped strengthen our position as the expressway of choice,
hence attracting additional traffic into our network. PLUS, ELITE and LINKEDUA all
experienced year-on-year traffic volume growth with the exception of KLBK.
Generally the Group recorded higher traffic growth in the first half of 2008 with the
highest recorded in May due to public holidays which coincided with weekends and
school holidays. However, in the second half of 2008, traffic growth declined when
fuel prices in Malaysia surged by 41% in June on the back of the unprecedented rise
in global crude oil prices. The declining trend in traffic growth eventually stabilised
as a result of several downward revisions to fuel prices over the subsequent months.
The recovery was further strengthened by the impact of long school holidays and
festive breaks in the last quarter of the year.
Despite the above, PLUS recorded a 5.2% year-on-year traffic volume growth, while
our three new subsidiaries, ELITE, LINKEDUA and KLBK, turned in traffic volume
growth of 4.0%, 19.6% and -1.9% respectively.
Breakdown by Concessionaire
PLUS
The traffic volume growth of 5.2% in 2008 is commendable given the sharp fuel
price increase in June as well as the difficult economic conditions in the second-half
of the year.
Key factors contributing to the growth include the full completion of the third lane
widening works from Rawang to Slim River and Seremban to Ayer Keroh where the
traffic for these high-volume stretches recorded a strong growth of 7%. Ongoing
developments of new townships such as Setia Alam and Kota Damansara also
contributed to some localised traffic growth in 2008. The Pendang Interchange and
the improved linkage to the NSE at Jitra in Kedah continued to draw additional
traffic into the network.
We anticipate that the new CIQ complex at Bangunan Sultan Iskandar, Johor Bahru
which was opened to light vehicles and buses in December 2008, will improve the
level of service due to an additional 27 lanes and full implementation of the ETC
system which will provide a smoother passage from Singapore into Malaysia.
ELITE
Traffic volume during the year recorded a healthy growth of 4.0% despite a toll rate
increase of 10% effective 1 January 2008. Strong growth was recorded at Shah
Alam, contributed by the developments along the Sg. Buloh-Shah Alam corridor.
The Putrajaya Interchange also achieved encouraging growth, benefiting from a
newly opened highway linkage constructed by third party.
The opening of new interchanges such as Bandar Saujana Putra in March 2008 and
Putra Heights in February 2009 is expected to be catalysts for traffic growth in the
long term given the on-going development at these new townships.
LINKEDUA
Notwithstanding an average toll rate increase of 27% effective 1 January 2008,
traffic volume during the year increased by 19.60%. Strong growth was recorded at
Perling Toll Plaza, contributed by the rapid development at Bandar Nusajaya as well
as the completion of the upgrading works for the linkage from Johor Bahru.
Increased cross-border travel at the Tanjung Kupang CIQ also contributed to the
traffic growth.
KLBK
Traffic volume dropped by 1.9% due to the 23% toll rate increase effective 1 January
2008. The sharp increase in fuel price in June as well as the difficult economic
conditions in the second-half of the year also contributed to the drop in traffic.
UPGRADING PROJECTS
The Group continues to upgrade its infrastructure and facilities to enhance service
levels and make our expressways the preferred mode of travel. In 2008, the Group
invested approximately RM49 million in upgrading our Rest and Service Areas
(“RSAs”), laybys, toll plazas and other facilities.
Located adjacent to the historical Sungai Perak, the Sungai Perak RSA (southbound)
features a unique “riverside” concept with innovative designs and additional
facilities, set to attract users. A state agency proposal to build a jetty for scenic boat-
rides will help to enhance the RSA’s popularity as a tourist destination.
The upgraded Dengkil RSA (northbound), the nearest stop from the Kuala Lumpur
International Airport (“KLIA”), was officially launched by the Minister of Works in
February 2009. Themed “Gateway to Cultural Diversity”, the new look RSA features
modern architecture and a variety of outlets.
At Kota Damansara, one mixed mode lane was extended to cater for both manual
and ETC transactions. As a result, service levels and traffic flow at the toll plaza have
improved. At Sg. Petani Selatan, we undertook pavement widening and associated
works. The widening of the exit lane and relocation of the motorcycle track has
facilitated traffic flow during peak periods. At Juru, the creation of semi-permanent
staggered lanes catering to both cash and ETC transactions has improved service
levels.
The AVDS, together with the VMS, was installed along strategic stretches to
automatically detect traffic volume and collect traffic data by way of traffic count,
volume, speed and lane occupancy, as well as provide expressway users with real-
time travel information.
Apart from the above, we have also collaborated with the Government to implement
projects which will enhance the level of service to our users. These included new
street lighting along the Nilai-Seremban stretch of the NSE to help enhance visibility
and the safety of road users as well as installation of new toll equipment at the new
CIQ Complex in Bangunan Sultan Iskandar.
Ancillary Facilities
We continue to implement various initiatives to increase the non-toll revenue of our
ancillary facilities. This business segment generated revenue of RM18.48 million, a
33% increase in revenue over the preceding year’s RM17.72 million due to the
inclusion of sub-license fees from ELITE and LINKEDUA stalls as well as several
initiatives aimed at increasing commercial activities at the RSAs. These initiatives
included extending the operating times of mobile vendors from a weekend only
basis to a daily basis, encouraging short-term commercial promotional activities,
securing new tenants for vacant premises, and introducing kiosks as a permanent
retailing feature.
MAINTENANCE OF ASSETS
Structured Maintenance Regime
For optimum asset preservation, the Group undertakes asset management activities
that are centred on a structured maintenance regime. This approach focuses on
preventive maintenance to capture defects for early intervention. The structured
regime involves the integration of activities such as network planning, network asset
condition assessment, investigation of defects, detailed inspections and investigations
by specialists, design and procurement, works implementation, information
management as well as technical development and research.
Our Real Time Monitoring System (“RTMS”) which utilises rain gauges, allows rainfall
data to be automatically captured and transmitted to our Web-based Management
System (“WBMS”) 24-hours a day, to facilitate early intervention for preventive
maintenance of slopes.
To date, 70 rain gauges have been installed at selected locations along the NSE and
a conceptual study has been completed on the potential behaviour of rock and soil
slopes in relation to rainfall and ground water fluctuation. Based on the study, plans
are underway to implement real time monitoring of additional instrumentation in
the form of piezometers. Meanwhile, the RTMS is also proposed to be extended to
cover monitoring of identified flood prone areas.
Improved Materials
In 2008, we continued to use the modified Stone Mastic Asphalt (“SMA”), a high
performance pavement surfacing material, at selected locations. Compared to
conventional pavement surfacing, the modified SMA is expected to prolong the life
of the pavement and requires less maintenance thereby resulting in less disruption
to operations and optimum expenditure in the long run.
The NSE was also assessed under the International Road Assessment Programme
(“iRAP”) which is dedicated to promoting safer road design. The iRAP uses a 1 to 5
Star Rating as a basis to determine the safety of road infrastructure as it relates to
the risks faced by each road user group. A 5-star rating represents the safest road
infrastructure design for the prevailing speed environment, while a 1-star rating
represents a road with relatively poor infrastructure design. Based on the assessment,
PLUS Expressways received a mostly 4 to 5 star rating.
In addition, periodical internal audit inspections are also carried out by the Group
to ensure our operations and maintenance standards comply with established
standards.
Road surfaces along certain stretches were treated with porous asphalt to improve
surface condition during wet weather while whisper grip and rumble strips were
applied to improve skid resistance. Speed limit signs, mainline signboards and
approach signage were upgraded for better visibility and guidance.
All in all, 2008’s road safety initiatives contributed to reducing the accident and
fatality rate along our expressway to its lowest level in over a decade.
Traffic is closely
monitored at the Traffic
Monitoring Centre
During national
emergencies, the PLUS
helicopter unit is
mobilised to assist in
relief efforts
Emergency telephones
are located at every
2km interval
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Accident
Rate 72 75 70 63 63 63 59 55 55 53 51
Fatality
Rate 2.7 2.4 2.6 2.0 2.5 2.5 2.2 2.2 2.1 2.3 2.0
• The Travel Time Advisory (“TTA”), which recommends different journey start
times to customers depending on their origin and destination.
• The PLUS Mobile Alert (“PLUSMA”) which transmits traffic updates via short
messaging service (“SMS”) to subscribers.
• The Headquarters Reserve Unit (“HRU”) which was deployed to selected toll
plazas and RSAs along the expressway to assist in traffic management.
The project involves the widening of the existing two-lane BKSP to four lanes, as
well as pavement strengthening and improvement.
The project was initially delayed due to challenges in securing certain sections of
land required for construction. However, as at April 2009, construction has achieved
99.21% progress. The date of commencement of toll collection shall be determined
upon the Maharashtra State Road Development Corporation (“MSRDC”) issuing a
Provisional Completion Certificate. The Group will leverage on the BKSP project to
explore other opportunities in India.
The design of the project was completed and approved by the regulatory authority,
Badan Pengatur Jalan Tol (“BPJT”), in May 2008. As a result of the increase in the
cost of certain major construction materials, the business plan was revised and
approved by BPJT. We are currently actively pursuing the additional funding
required for the project. Land acquisition by the Government of Indonesia is also
ongoing and is expected to be completed within this year.
We have also invested in the Speedway sports day. These efforts have helped Rewarding Customers
PLUS Circuit. This has not only helped build goodwill with many communities We have embarked on customer
elevate motor sports activities in a safe and reduced incidents of stone incentive programmes that offer
environment and making the sport throwing, vandalism and open burning discounts to users during off-peak
accessible to the masses, but it also near our expressways. hours and a loyalty programme that
enabled us to identify young talents rewards frequent and high expressway
and appoint them ambassadors of the PLUS Expressways also continues to usage. These initiatives reflect the
sport as well as icons of road safety. provide opportunities for communities Group’s appreciation of the many loyal
living near our expressway facilities to users who choose to travel on our
supplement their livelihood. By offering expressways especially during these
Impacting Communities affordable rental rates and providing trying times.
The year under review also saw us training on food preparation, hygiene
impacting local communities through and customer service, we are helping PLUS Expressways will continue to look
our support of special interest groups, to grow many of the outlet operators for opportunities to enrich and elevate
orphanages, ‘gotong-royong’ activities at our RSAs into successful the status of the communities we
and regular dialogues with villagers on entrepreneurs. operate in.
health and safety issues. We were also
involved in ‘korban’ and Ramadhan
contributions as well as the sponsorship
of mineral water to schools for their
Towards Effective
Environmental
Protection
Structured Environmental Reducing Congestion and With the completion of widening works
Management System Pollution from Seremban to Ayer Keroh and from
PLUS Expressways’ Environmental As an organisation that cares for our Rawang to Slim River, the congestion
Policy advocates business practices as customers and the environment, we at the mainline too has been minimised
well as products and services that are are also committed to ensuring our and exhaust emissions reduced.
environmentally friendly and environmental efforts to date are Modification works for through traffic
sustainable. To preserve the continuously improved upon. To reduce between Ipoh Selatan and Jelapang,
environment around us, we continue the effect of harmful vehicle exhaust which were recently completed will
to establish comprehensive operational emissions (in particular green house also contribute towards a better
controls, utilise the appropriate gas emissions), from the approximately environment.
technology as well as implement one million vehicles that ply our
sustainable maintenance and expressways daily, we continue to
construction activities. To help us promote the usage of electronic toll M i n i m i s i n g P o te n t i a l
comply with prevailing environmental collection system as it minimises Contamination
regulations in Malaysia, we employ congestion at toll plazas. In 2008, our Our maintenance of the toilets at our
structured Environmental Management efforts to reduce congestion at toll laybys and Rest and Service Areas
System that is systematically plazas saw us achieving 48% of toll (“RSAs”) has not only enhanced
monitored. collection by electronic means via customers’ comfort levels but has also
SmartTAG readers and Touch ‘n Go enabled us to improve the quality of
cards. wastewater discharged into the
environment.
In 2008, we spent about RM1 million to procedures and making continual impact upon the environment. As we
upgrade our sewerage treatment plants improvement to processes and systems, encourage our employees to become
thereby minimising the impact of we achieved approximately 93% active agents of sustainable and
effluent discharge. We also spent over emergency responses within 20 equitable development, we also
RM7.1 million in maintaining these minutes. These early interventions inculcate a sense of environmental
plants. minimised potential pollution of inland consciousness among our expressway
waters and soil. customers and business partners.
We also ensured that all slopes were
maintained to minimise sediment flow Going forward, we will focus on
into natural water courses through Spreading Environmental achieving the Group’s environmental
on-foot and aerial inspections. Consciousness improvement objectives and targets,
All the Group’s employees, stall while continuing to enhance our
The Group is always prepared to operators and contractors are aware of Environmental Management System
respond to any emergency that could the need to adhere to the requirements and environmental protection practices.
potentially impact the environment. of our Environmental Management
By implementing comprehensive System as well as their responsibility to
monitor and control all activities that
during off-peak periods. This incentive Going forward, PLUSMiles will enable Customer Requests
programme rewards Class 1 users us to better identify and understand Our Traffic Monitoring Centre recorded
travelling the PLUS and ELITE customer needs so that we can more than 50,000 Vehicle Breakdown
expressways between 12 midnight and implement focused marketing activities. Assistance requests throughout 2008
7 am with a 10% toll discount. The PTI As of mid-April 2009, there were over with the highest number of requests
runs effectively from 1 January 2009 till 20,000 PLUSMiles loyalty card users, relating to car breakdowns (68.4%),
31 December 2010. An additional 10% underlining the success of this followed by lorry and trailer breakdowns
discount will also be given to users initiative. at 9.2% and 8.1% respectively.
during four main festive seasons for
off-peak travel on any six selected
days. Responding to Customers Customer Enquiries
The Group is continuously evaluating The PLUS toll free line responded to
the effectiveness of our facilities and approximately 35,000 enquiries with
Incentive for Buses services through various channels. In 43% of this number enquiring about
In response to the Government’s call to 2008, we received feedback from our the status of traffic and the other 57%
assist public transport operators in customers in the form of requests for enquiring about the reasons for traffic
reducing their operating costs, toll assistance, enquiries, notifications, congestion.
charges for buses were reduced by complaints and compliments, totaling
50% effective 15 September 2008 for a approximately 96,000.
duration of two years.
Customer Compliments
The Group received 30 compliments in
Customer Complaints
PLUSMiles Loyalty Programme 2008 of which 57% was attributed to
In 2008, the overall number of customer the quick response by PLUSRonda
In appreciation of frequent and high
complaints dropped by 31% against teams. Besides that, compliments were
usage electronic toll collection (“ETC”)
2007’s figure. In the Highway Service also received for expressway facilities,
users, we launched the PLUSMiles
and Traffic Safety categories, the toll teller courtesy, traffic monitoring
Loyalty Programme on 1 January 2009.
number of total complaints dropped services and maintenance.
This loyalty programme, the first-of-its-
by 88% mainly due to the successful
kind in Malaysia, recognises and
completion of the Third Lane Widening The Group continues to enhance the
rewards PLUSMiles subscribers
project. In the area of traffic congestion management of customer feedback
spending a minimum of RM200 a
at toll plazas, we managed to reduce through the Customer Complaints
month with a 5% toll rebate. PLUSMiles
complaints by 84%. Proactive measures Management System (“CCOMS”) to
cardholders are also entitled to a host
are being taken in other areas to address our customers’ needs in a more
of benefits including instant discounts
address complaints and elevate structured and effective manner.
and privileges from a growing number
customer satisfaction levels.
of participating merchant outlets.
Towards Greater
Innovation
R ese a r c h a n d T e c h n i c a l Operational Innovation
Support Division The PLUSRonda Mobile Reporting
In order to remain competitive in a System (“PROMPTS”) was introduced to
highly challenging operating enhance the efficiency of real-time
environment, we established a reporting between PLUSRonda, our
dedicated Research & Technical Support Traffic Monitoring Centre (“TMC”) and
Division (“RTSD”) to intensify our other relevant departments. A fully-
research efforts and to market the over online computerised system, PROMPTS
two decades of expertise we have simplifies and automates the existing
accumulated. PLUSRonda process flow and
reporting.
The RTSD has been tasked with
undertaking and coordinating research In order to facilitate more effective and
of new products and processes to efficient services for expressway
enhance operational efficiency. Over customers, the integration of the TMC
the long term, research efforts will be with the Region Communications
expanded to other areas of our business Centres was carried out in 2008. This
to help establish PLUS Expressways as integration has improved our overall
the market leader in highway services processes and reduced work duplication,
and products. enabling us to respond faster to any
incidents along our expressways.
The year also saw us rolling out the Cust o mer - f o c use d
web-enabled Executive Information Innovation
System (“EIS”) module of TEMAN. The For the benefit of expressway users,
EIS contains an executive summary of the PLUS Mobile Alert (“PLUSMA”)
other sub-systems within TEMAN, which enabled the transmission of
relevant statistical and economic data traffic updates via short messaging
as well as information on other service (“SMS”), was activated during
expressways, locally and abroad. festive seasons. This service
With this web-based system, our supplemented our existing PLUS Toll-
management now has a more effective free line, radio announcements and
way of retrieving records pertaining to Variable Messaging System (“VMS”).
expressway asset management and
other relevant information to assist To ensure the safety of expressway
them in decision making. users, high friction course pavement
surfacing and rumble strips with high
We also focused our efforts on quality skid resistance features were
developing a cost effective web-based installed at selected areas. To eliminate
Mini TEMAN application for use by incidences that may compromise
smaller toll operators. Rolled out in the safety, new anti-theft fastener guardrails
fourth quarter of 2008, this application and stronger Right-of-Way fencing
underscores our new strategy of were installed.
marketing our in-house system to other
concessionaires.
Recognition
We have also successfully migrated our
Our dedication to employing innovation
existing GIS database to the more
was recognised when our As-built
advanced ArcSDE Geodatabase format.
Drawings Archiving Management
This will make the handling of the GIS
System (“ADAMS”) was acknowledged
data more efficient while enabling the
as one of the top innovative systems
management and analysis of remote
developed within the UEM Group. It is
sensing data as well as satellite images
now being showcased at the UEM
including digital elevation modelling.
Innovative Centre in Petaling Jaya.
Towards a High
Performance Workforce
The Group is committed to Strengthening HR Efforts staff engagement through esprit-de-
corp and built a sustainable high
building a high performance The many human capital development
performance work culture.
workforce to drive the initiatives included a Group integrity
plan, employee value proposition, top
Group’s business growth and talent retention plan and reviews of
bring it to new heights of employees’ salaries and benefits. We
Managing E m p l o yee
service and product also focused our efforts on expanding
Performance
excellence. our workforce through a structured
In supporting the Group’s strategic
recruitment drive and enhanced
business plan, we also introduced a
We improved on existing human manpower development and planning
performance management framework,
capital-related initiatives as well as strategies for domestic and overseas
with key performance indicators (“KPIs”)
embarked on new programmes to requirements.
being integrated into our business and
support the Group’s business strategy operational activities. Employees at
to be an Employer of Choice. In addition, we embarked on cost every level and function are accountable
saving measures and process for achieving prescribed performance
improvement initiatives through targets aligned to and focused on the
employee involvement of Six Sigma corporate KPIs.
projects. These projects helped promote
Corporate Governance
The Board of Directors (“Board”) of PLUS Expressways Berhad (“PLUS Expressways” or “the Company”)
has always upheld a high standard of corporate governance to safeguard the interests of all
stakeholders, which include customers, shareholders, employees, and the community.
The Board is fully dedicated to ensuring that the structure and procedures to
support excellent corporate conduct will continue to exist, not only in their present
form, but will continually be enhanced and fortified.
This statement sets out the commitment of the Board towards good corporate
governance principles and the extent to which it has complied with the best
practices of the Code on Corporate Governance (Revised 2007) (Code) throughout
the financial year ended 31 December 2008.
Board Composition
The Board has twelve (12) directors comprising one (1) Executive member and
eleven (11) Non-Executive members, six (6) of whom are independent. A brief
profile of each Director is set out on pages 52 to 64 of this Annual Report.
• Ensuring that the strategies proposed by the Management are analysed and
deliberated.
• Representing the interests of not only the minority shareholders, but also
of employees, customers, suppliers and other stakeholders.
The Company has complied with the Listing Requirements Board Appointment Process
of Bursa Malaysia Securities Berhad (“Bursa Securities”) The Company has in place formal and transparent
which requires at least two (2) Directors or one-third procedures for the appointment of new Directors. These
(1/3) of the Board, whichever is higher, to be independent procedures ensure that all nominees to the Board are
and non-executive. first considered by the Nominations and Remuneration
Committee taking into account the required mix of skills
The Board’s composition is such that no individual or and experience and other qualities, before making a
group of individuals dominates the Board’s decision recommendation to the Board and major shareholders.
making.
In accordance with the guidelines of the Code, Geh Boards Appraisal Process
Cheng Hooi is the Senior Independent Non-Executive Following the launch of the Green Book on Enhancing
Director whose primary responsibility is to deal with Board Effectiveness developed by the Putrajaya
concerns regarding the Company which are inappropriate Committee on GLC High Performance for Government
to be dealt with by the Chairman or the Managing Linked companies in April 2006, YBhg Tan Sri Dato’
Director. Mohd Sheriff Mohd Kassim, the Non-Executive Chairman
of the Company, has been identified as the Leading
Director to lead the board effectiveness assessment.
Roles of Chairman and Managing Director
The roles of the Non-Independent Non-Executive Director
and Chairman, Tan Sri Dato’ Mohd Sheriff Mohd Kassim Board Responsibilities
and the Managing Director, Noorizah Hj Abd Hamid are The Board retains full and effective control of the
separate with clear distinction of responsibilities between Company. This includes responsibilities in determining
them. the Company’s overall strategic direction, the
development and management of the Group’s businesses
The Chairman is responsible in ensuring the integrity as well as reviewing the adequacy and effectiveness of
and effectiveness of the relationship between Directors. the internal control system of the Company and the
The Managing Director is responsible for the Group as a whole. The Board are also responsible in
implementation of broad policies approved by the identifying principal risks and ensuring the
board and she is obliged to report and discuss at board implementation of the appropriate systems to manage
meetings all material matters currently or potentially these risks.
affecting the Group and its performance, including all
strategic projects and regulatory developments. Key matters, such as approval of annual and interim
financial results, material acquisitions and disposals,
material agreements, major capital expenditures,
Conflict of Interest budgets, the Key Performance Index, the Corporate
The Directors have a continuing responsibility to Scorecard, long-term plans and succession planning for
determine whether they have a potential or actual the top management are reserved for the Board’s
conflict of interest in relation to any matter, which deliberation and decision making.
comes before the Board. The Company and the Group
have adopted a process whereby each Director is
required to make written declarations whether they
have any interest in transactions tabled at regular board
meetings of the Group.
The Board, as a whole, oversees responsibility for Number of Directorships in Other Companies
developing and revising the Group’s strategies. The Each Director of the Company holds not more than ten
Executive Director is responsible for making and (10) directorships in public listed companies and not
implementing operational decisions generally based on more than fifteen (15) directorships in non-listed
the Discretionary Authority Limit (“DAL”) as approved by companies as defined and in accordance with the Bursa
the Board. The Non-Executive Directors complement the Securities Listing Requirements. Compliance with the
skills and experience of the Executive Director by Bursa Securities Listing Requirements in this respect
contributing their knowledge and experience of other ensures that the Directors are able to commit sufficient
businesses and sectors to the formulation of policies time and resources to effectively discharge their
and decision making of the Company. responsibilities to the Company.
declare to the Board their interests in any contracts or • Major capital expenditure and investment
proposed contracts with the Company or any of its opportunities,
related companies. The Directors will abstain from any
• Internal controls and risk management,
decision making in relation to transactions in which they
have an interest. • Budgets and dividends,
Details of each Director’s meeting attendance during the financial year ended 31 December 2008 are as follows:
1 Tan Sri Dato’ Mohd Sheriff Mohd Kassim Non-Independent Non-Executive Chairman 9/9
Access to Information and Advice the previous Board meeting are also circulated to the
The Board recognises that the decision making process Directors and confirmed at each meeting. Minutes of the
is highly dependent on the reliability and completeness Board Meetings are maintained at the Registered Office
of information furnished to it. As such, the Board of the Company.
members have full and unrestricted access to information
on the Group’s business and affairs, whether as a full All Directors also have full access to the advice and
Board or in their individual capacity, in discharging their service of the Company Secretaries in the course of their
duties. The Board receives timely advice on all relevant duties. The Company Secretaries are responsible for
information about the Group. ensuring that Board meeting procedures are adhered to
at all times and that applicable rules and regulations are
Prior to Board meetings, the Directors receive the agenda complied with. Where necessary, the Directors may
and a full set of Board papers containing information obtain independent professional advice at the Company’s
relevant to the matters to be deliberated at the meeting. expense on specific issues to enable the Board to
The Board papers are comprehensive and encompass discharge their duties on the matters being deliberated.
both quantitative and qualitative factors to facilitate
prudent and informed decision making. The minutes of
• Mohamad Rosli Ahmad as the new nominee The broad policy for directors’ compensation is to
director of PLUS BKSP Toll Limited, PLUS provide a remuneration package necessary to
Expressways Berhad’s subsidiary in India; and attract, retain and motivate Directors of the quality
required to manage the business of the Company
• YBhg Datuk Seri Panglima Mohd Annuar Bin
and to align the interest of the Directors with those
Zaini onto the Board as an independent non-
of the shareholders. Executive Director’s
executive director.
remuneration is linked to corporate and individual
performances.
The Nomination Committee also deliberated and
recommended to the Board for approval, the
On 15 February 2008, the Remuneration Committee
retirement and re-election of certain identified
deliberated and recommended to the Board the
directors at the forthcoming AGM.
fixed fees and meeting allowances for Board of
Commissioners of PT Lintas Marga Sedaya, a wholly-
owned subsidiary of PLUS Expressways Berhad in
Indonesia.
On 27 May 2008, the Remuneration Committee For the year under review, the Investment
deliberated and recommended to the Board the Committee deliberated on the Company’s
proposed Payment of Bonus 2007 to the top participation in several tenders and request for
management. On even date, the Remuneration qualification in relation to toll road projects in the
Committee also deliberated on the proposed Indian sub-continent and Indonesia. Other than
Payment of Bonus 2007 to Noorizah Hj Abd Hamid, India sub-continent and Indonesia, the Investment
the Managing Director of PLUS Expressways Berhad Committee also looked at the possibility and
and YBhg Dato’ Idrose Mohamed, the former prospect of PLUS Expressways Berhad to invest in
Managing Director of PLUS Expressways Berhad. other part of the globe.
On 27 June 2008, the Remuneration Committee On 11 January 2008, the Investment Committee
deliberated and recommended to the Board the deliberated in length and recommended to the
proposed payment of ex-gratia to YBhg Dato’ Idrose Board for PLUS Expressways Berhad to accept the
Mohamed, the former Managing Director of PLUS letter of offer from the Ministry of Works, Republic
Expressways Berhad. of Indonesia for the award of the concession for
the Cimanggis-Cibitung Toll Road Project (“Project”)
in Indonesia and further recommended to the
(iv) Investment Committee Board for PLUS Expressways Berhad to enter into a
The Investment Committee comprises the following Joint Venture Agreement with PT Bakrie & Brothers
members: Tbk and PT Capitalinc for the formation of a new
toll road concession company for the Project.
Chairman
Tan Sri Dato’ Mohd Sheriff Mohd Kassim
On 23 May 2008, the Investment Committee
Non-Independent Non-Executive Chairman
deliberated on the progress updates of the
Cikampek- Palimanan Toll Road Project in Indonesia
Members
and recommended to the Board for the additional
Dato’ Ahmad Pardas Senin
Shareholder’s Advance to meet the operational
Non-Independent Non-Executive Deputy Chairman
requirements of PT Lintas Marga Sedaya, its
subsidiary in Indonesia. The Investment Committee
Dato’ Mohamed Azman Yahya
on the same date deliberated and further
Non-Independent Non-Executive Director
recommended to the Board for the proposed
additional injection by PLUS Expressways Berhad to
Noorizah Hj Abd Hamid
PLUS BKSP Toll Limited, its subsidiary in India for
Managing Director
the purpose of financing the balance of the
outstanding construction works and operating
The Investment Committee is only allowed to make
cost.
decisions in respect of investments in expressways
related business in Malaysia and overseas at the
On 23 December 2008, the Investment Committee
tender/pre-qualification stage. In the event that the
deliberated on the proposal to submit bid for the
tender/pre-qualification are successful, further
Indore-Dewas project in India but decided not to
details on the investment will be presented to the
proceed with the submission.
Board for its final decision. Other types of
investments which are not related to the
expressways industry will be deliberated by the
Investment Committee and recommended to the
Board for final decision.
c Directors’ Remuneration
Other than the Managing Director, all Directors are paid a fixed fee and receive a meeting allowance for each Board or
Committee meeting they attend. Directors’ remuneration is subject to approval by the shareholders. The Chairman is paid
a higher fee compared to other Board members in recognition of his additional responsibilities.
The remuneration for the Deputy Chairman and Abdul Farid Alias are paid to UEM Group Berhad and Khazanah Nasional
Berhad respectively. The Managing Director’s remuneration is contractual and reflects the Board’s recognition of her skills
and experience in the industry. The level of remuneration of Non-Executive Directors commensurate with their experiences
and level of responsibilities and is determined by the Board.
The details of the remuneration of the Directors, paid and payable, for the financial year ended 31 December 2008 are
as follows:
RM (’000)
Other
Benefits & Benefit in
No. Name of Directors Salary Fees Emolument Kind Total
1 Tan Sri Dato’ Mohd Sheriff Mohd Kassim — 90 54 — 144
2 Dato’ Ahmad Pardas Senin — 40 10 — 50
3 Noorizah Hj Abd Hamid 1,148* — 35 84 1,267
4 Geh Cheng Hooi — 72 6 — 78
5 YM Professor DiRaja Ungku Abdul Aziz — 54 10 — 64
Ungku Abdul Hamid
6 Hassan Ja’afar — 39 10 — 49
7 Dato’ Mohamed Azman Yahya — 40 10 — 50
8 Tan Sri Razali Ismail — 40 5 — 45
9 Datuk K. Ravindran — 54 11 — 65
10 Quah Poh Keat — 52 10 — 62
11 Abdul Farid Alias — 33 5 — 38
(Resigned w.e.f. 31 December 2008)
12 Datuk Seri Panglima Mohd Annuar Zaini — 1 — — 1
(Appointed w.e.f. 19 December 2008)
Total 1,148 515 166 84 1,913
* The amount is inclusive of salary, ex-gratia, bonus and EPF (employer’s contribution)
• ensured that all applicable accounting standards The Audit Committee also met twice with the External
have been followed; and Auditor without the presence of Management for the
• prepared the financial statements on a going concern financial year 2008.
basis.
A full Audit Committee report is set out in pages 135 to
The Directors are responsible in ensuring that the 138 of this Annual Report.
Company keeps proper accounting records in accordance
with the provisions of the Companies Act, 1965.
Revaluation Policy
The RRPT Mandate is valid until the conclusion of the
The Company has not adopted a revaluation policy on
forthcoming AGM of the Company to be held on 4 June
landed properties.
2009. Details of the recurrent related party transactions
entered into pursuant to the RRPT Mandate for the year
ended 31 December 2008 are set out in page 234 of this
Utilisation of Proceeds
Annual Report.
There was no capital raising exercise carried out by the
Company for the financial year ended 31 December
2008.
By virtue of PLUS Expressways being an expressways concessionaire operator, our businesses have
unique risks that are specific to our industry. We recognise the fact that these risks must be
effectively managed to ensure the long-term growth and enhancement of shareholder value. As
such, the Group adopts a comprehensive risk management framework that includes effective risk
management policies, visible objectives, clear lines of responsibility and accountability as well as an
efficient framework of procedures and reporting guidelines. Our risk management system is also
linked to the Group’s internal control system, thus providing us an efficient and reliable decision
making tool.
The 2009 Risk Register was approved by the Board of Directors in April 2009 for
adoption by the Group.
It helps create a risk-attuned environment to safeguard the Group’s assets and helps
us maintain our reputation. Finally, it ensures we are continuously in compliance
with corporate governance best practices and the relevant laws including Bursa
Malaysia’s Listing Requirements.
• Preparing and recommending the risk management • Discussing and recommending solutions on risk
framework; management issues and procedures that can be
• Communicating the extent and categories of risk for the implemented or incorporated by any function of the
Group to the RMSC; Group to the RMSC.
Figure 1
Risk Management Framework Diagram Step 2: Risk Identification
• Identify internal and
Step 1: Determine policy, objectives external forces of risk
and define risk • Recognise risk areas Step 3: Risk Assessment
• Corporate risk management policy • Type of risks • Likelihood
• Key objective for risk management • Impact
• Define risk • Overall risk rating matrix
• Acceptable appetite for risk
COMMUNICATION
Step 4: Risk Evaluation &
Internal Control Prioritisation
Step 6: Monitor and • Identify acceptable or
Review Risks unacceptable risks
• Frequent reviews • Prioritise risk for treatment
• Strategy
• Environment and
organisation Step 5: Risk Management or
Treatment
• Accept
• Avoid
• Transfer
• Reduce likelihood and/or impact
The Board has also found that all identified risks are being
managed to an acceptable level, and that the system is
proficient in helping to keep the Group in line with its long
term goals and objective.
The Group is committed to maintaining the highest standards of business ethics. As our employees
serve the public in our daily operations, it is imperative that they conduct themselves in a manner
that reflects the Company’s values. Responsible and transparent behaviour on the part of our
employees also helps enhance the Group’s reputation while building goodwill with the public. To
avoid any reputational risk, we have embarked on a series of initiatives that sets the foundation for
strong ethical and responsible behaviour in our organisation.
Code of Conduct
Our Code of Conduct (“the Code”) governs the professional conduct of our
employees and outlines their responsibilities to the Group in performing their
duties. The various policies and guidelines within the Code spell out the standards
and ethics that all employees are expected to adhere to in the course of their work.
It highlights the Group’s expectations of their professional conduct which includes
good attendance, punctuality and appearance, and prohibits instances of alcohol
and drug abuse as well as sexual harassment.
The Code of Ethics within the Code covers issues pertaining to employee commitment
and confidentiality, insubordination and inefficiency, public statements and
appearances, and conflicts of interest. The Code of Ethics also touches upon issues
such as gifts or favours, entertainment, personal solicitation and graft.
The Code is designed to maintain discipline and order in the work place among
employees of all levels. It also sets out the circumstances in which such employees
would be deemed to have breached the Code and the disciplinary actions that can
be taken against them.
The Whistle Blower Policy includes protection for the whistleblowers from any
reprisals as a direct consequence of making such disclosures. It also covers the
procedures for disclosure, investigation and the respective outcomes of such
investigations.
The Group expects its employees to act in the Group’s best interests and to maintain
high principles and ethical values. The Group will not tolerate any irresponsible or
unethical behaviour that would jeopardise its good standing and reputation.
The Board of Directors (“Board”) acknowledges and believes in the importance of sound internal
control and risk management practices to enable good corporate governance. Taking cognizance of
the above, the Board assures that the said practices are implemented on Group wide basis including
local and overseas subsidiaries. The Board is ultimately responsible for the overall system of internal
control and risk management, which includes the establishment of an appropriate system as well
as the review of its effectiveness and integrity.
In view of the limitations inherent in any system of internal control, such a system
is designed to mitigate rather than eliminate risks of failure to achieve corporate
objectives. Accordingly, the system can provide only reasonable and not absolute
assurance against material error, misstatements or loss. The systems of internal
control covers, inter alia, risk management, financial, operational and compliance
controls.
Key elements of the Group’s internal control system, including the processes in
place to review its adequacy, are as follows:
Organisational Structure
The Group has a well-defined organisational structure that is aligned to its business
and operational requirements and each strategic operating function is headed by a
responsible Divisional Head. Clear lines of accountability and responsibility, approval,
authorisation, and control procedures have been laid down and communicated
throughout the Group.
Control Environment
The internal control mechanism is embedded in the various work processes and
procedures at appropriate levels in the Group. The work processes and procedures
are documented in various Standard Operating Manuals. A structure for an
organisation wide control has been established. Continuous efforts are undertaken
by the heads of departments to review and update the manuals regularly or when
it is deemed necessary.
Insurance and Physical Safeguards Its terms of reference together with the Audit Committee
The Group undertakes adequate insurance and physical Report are disclosed in pages 135 to 138 of this Annual
safeguard on assets in place to ensure that the assets are Report.
sufficiently covered against any mishap that will result in
material losses to the Group.
Internal Audit Function
The Internal Audit function is performed by the Internal Audit
Business Plan and Budget Department (“IAD” or “the Department”) of PLUS Expressways
The Group undertakes a comprehensive business planning Berhad. The Audit Committee acknowledges that an
and budgeting process each year, to establish goals and independent and adequately resourced internal audit function
targets against which performance is monitored on an is required to provide assurance on the effectiveness of the
ongoing basis. The Board participates in the review and system of the internal control. In financial year 2003, an
approval of the Business Plan and Budget. A monthly Internal Audit Charter which includes the structure to support
reporting and review of financial results and forecast has Internal Audit Function’s independence, was approved by the
been established and is consistently practised. The quarterly Audit Committee.
performance against budget is presented to the Board
periodically. The IAD primarily acts as an assurance unit which reviews the
effectiveness of the system of internal control, highlighting
any areas for improvement and subsequently monitors the
Authority Levels implementation of its recommendations. In discharging its
responsibilities, IAD exercises impartiality, proficiency and
The Group has documented its Discretionary Authority Limits
professionalism. The IAD is guided by the Annual Internal
(“DAL”) which clearly define the lines of authority and
Audit Plan which is approved by the Audit Committee on a
responsibility in making operational and commercial business
yearly basis. The risk-based plan is developed to cover key
decisions. Approving authorities cover various levels of
operational and financial activities that are significant to the
management and includes the Board. The DAL is reviewed
overall performance of the Group.
regularly and any amendments made to the DAL must be
considered and approved by the Board.
The Department also conducts special audits on an ad-hoc
basis based on specific requests either by the Audit Committee
or the Senior Management. Besides that, the Department
Information and Communication
works closely with the External Auditors to resolve any
While the management is responsible to ensure proper control issues raised by the External Auditors. In year 2008,
implementation of internal control procedures, the Board can fourteen (14) audits out of fifteen (15) planned audits based
request to review the state of internal controls as it deems on the 2008 Annual Internal Audit Plan have been finalised.
necessary. The Board can request for information and The remainder one (1) audit was finalised in April 2009. All of
clarification from management as well as to seek inputs from the fourteen (14) completed internal audit reports have been
the Audit Committee, external and internal auditors, and presented to the Audit Committee. Audits undertaken by the
other experts, and any resultant costs shall be borne by the Department during the year has covered the areas of
Group. operations, maintenance, financial, customer service and
legal issues. There were no material or significant control
weaknesses encountered after the completion of the audits.
Audit Committee
The Audit Committee has been established by the Board The Head of IAD is Abdullah Hashim who holds a Bachelor in
since year 2002. The Audit Committee comprises four (4) Accounting from Universiti Malaya and a Master of Business
members of the Board, all of whom are independent Administration from London South Bank University. He is a
directors. Chartered Accountant of the Malaysian Institute of
Accountants and a Chartered Member of the Institute of A summary of compliance audits, spot checks and fraud
Internal Auditors. He is also currently completing the final cases investigation performed by RAD in 2008 are as
part of the Certified Internal Auditor qualification. Abdullah follows:
has tendered his resignation in December 2008 and serves
Compliance Spot Fraud
his notice until 3 March 2009. Effective 1 March 2009, Mohd
Regions Audits Checks Cases
Halmi Mohd Hassan is the new Head of IAD.
Northern 11 10 2
As at 31 December 2008, the Department consist of twelve Central 14 23 1
(12) auditors including the Head of Department. The
Department has a composite experience of 62 years in Southern 13 15 3
auditing and have a wide range of experience from relevant Total 38 48 6
industries. The total cost incurred by the Department for
2008 was RM736,377. Compliance audits covered all plazas located along PLUS,
ELITE, LINKEDUA and BKE expressways. Spot checks were
A Quality Assessment Review (“QAR”) has been conducted by conducted at selected toll plazas based on the plazas’ risk of
the Institute of Internal Auditors Malaysia (“IIAM”) in August fraudulent activities and whether their toll transactions
2008 to assess the Department’s compliance to the displayed any anomalies.
International Standards for the Professional Practice of
Internal Auditing (“Standards”). Based on the QAR report, the As at 31 December 2008, the total headcount for RAD stood
Department has complied with the relevant requirements of at twenty (20) comprised of eleven (11) executives and nine
the Standards. (9) non-executives. The total cost incurred for 2008 was
RM1,777,736.
Revenue Assurance Department The Board confirms that the system of internal controls of
Revenue Assurance Department (“RAD”) objectives are to PEB Group was in place during the financial year. The system
evaluate the effectiveness and efficiency of existing internal is subject to regular review by the Board.
controls for toll operations, recommend enhancement to the
internal controls where necessary and to minimise or eliminate
the risk of internal toll fraud. Management Control Policy
On 27 February 2008, the Group has introduced the
In achieving the above objectives, RAD assesses and monitors Management Control Policy that clarifies the responsibilities
the level of compliance to toll operations policy and of the Management with regards to internal controls. This
procedures and conducts frequent spot checks at selected policy shall serve as a guideline to be implemented within
toll plazas. RAD conducts compliance audit on toll procedures the Group.
by reviewing documentations on historical toll transactions.
RAD also analyses traffic volume and toll collection using
Computer Aided Audit Tools (“CAAT”) to identify any Review of the Statement by External
anomalies in toll transactions as a guide for selecting toll Auditors
plazas for spot checks purposes.
The external auditors have reviewed this statement on
Internal Control for the inclusion in the annual report of Plus
In the event of suspected fraudulent practices, RAD will
Expressways Berhad for the year ended 31 December 2008
initiate fraud investigations which include verification of toll
and reported to the Board that nothing has come to their
transactions documentation as well as toll transactions
attention that causes them to believe that the statement is
validity using the Close Circuit Television (“CCTV”) image
inconsistent with their understanding of the process adopted
recordings of toll lanes.
by the Board in reviewing the adequacy and integrity of the
system of internal controls.
1 Members 2 Constitution
Geh Cheng Hooi The Audit Committee (“the Committee”) of PLUS Expressways Berhad (“PLUS
Chairman Expressways” or “the Company”) was established by the Board of Directors
Senior Independent Non- (“Board”) on 22 May 2002.
Executive Director and a
member of the Malaysian
Institute of Certified Public 3 Meetings
Accountants (“MICPA”) Five (5) meetings were held during the financial year ended 31 December 2008.
Details of attendance of the members at the respective Audit Committee
Datuk K. Ravindran meetings were as follows:
Member
Independent Non-Executive Name of Audit Committee Member No. of Meetings Attended
Director
Geh Cheng Hooi 3/5
YM Professor DiRaja Ungku Datuk K. Ravindran 5/5
Abdul Aziz Ungku Abdul
Hamid YM Professor DiRaja Ungku Abdul Aziz 4/5
Member Ungku Abdul Hamid
Independent Non-Executive
Quah Poh Keat 5/5
Director
Quah Poh Keat Senior Management including the Managing Director, the Head of the Internal
Member Audit Department and the representatives from the external auditors had
Independent Non-Executive participated in deliberations on relevant items at the Audit Committee meetings
Director and a member of the conducted during the year under review at the invitation of the Audit
Malaysian Institute of Certified Committee.
Public Accountants (MICPA)
and the Malaysian Institute of
Accountants (MIA) 4 Composition and Terms of Reference
4.1 Composition of the Audit Committee
The Audit Committee shall be appointed by the Board from amongst its
members. In selecting the Audit Committee, the following requirements
must be fulfilled:
d No alternate director shall be appointed as a 4.4 Duties and Responsibilities of the Audit
member of the Audit Committee. The members Committee
of the Audit Committee shall then elect a The following are the main duties and responsibilities
Chairman from amongst themselves who shall of the Audit Committee:
be an Independent Director. All members of
4.4.1 Recommend to the Board the appointment
the Audit Committee, including the Chairman,
and annual re-appointment of the external
will hold office as long as they serve as
auditors and their audit fee, including non-
Directors of the Company. The Board must
audit services, after taking into consideration
review the performance of the Committee as a
the independence and objectivity of the
whole and each of its member’s performance
external auditors and the cost effectiveness
at least once in every three (3) years to
of their audit services.
determine whether the Committee has carried
out its duties in accordance with its terms of 4.4.2 Discuss with the external auditors before the
reference. audit commences the nature and scope of
the audit, the audit plan and ensure
4.2 Secretaries of the Audit Committee (“Committee co-ordination where more than one audit
Secretaries”) firm is involved.
The Company Secretaries of the Company or his/
4.4.3 Review the quarterly interim results and
her/their representative shall be the Secretaries of
annual financial statements of PLUS
the Audit Committee.
Expressways and its subsidiaries (“Group”)
prior to approval by the Board whilst
4.3 Objectives of the Audit Committee
ensuring that they are prepared in
The objective of the Audit Committee is to assist
compliance with all relevant accounting
the Board in discharging its responsibilities by
standards and other relevant regulatory
reviewing the adequacy and integrity of the
requirements and, are promptly published.
Company’s and Group’s internal control systems
and management of information systems, including 4.4.4 Discuss matters raised from the interim and
systems for compliance with applicable laws, final financial results and any matters the
regulations, rules, directives and guidelines. external auditors may wish to discuss in the
absence of the Management, where
Furthermore, the Audit Committee shall provide a necessary.
line of communication between the Board and the 4.4.5 Review the external auditors’ management
external auditors. letter and management’s response.
In addition, the Audit Committee needs to 4.4.6 Review whether assistance and co-operation
encourage high standards of corporate disclosure are adequately and promptly given by the
and transparency. The Audit Committee will Group’s officers to the external and internal
endeavour to adopt certain practices aimed at auditors.
maintaining appropriate standards of corporate 4.4.7 Review the adequacy of the competency of
responsibility, integrity and accountability to the the internal audit function and whether
Company’s shareholders. the Internal Audit Department (“IAD”) is
adequately resourced and has an appropriate
standing within the Group.
4.4.11 Consider the major findings of internal audit h Where the Audit Committee is of the view that
investigations and the management’s a matter reported by it to the Board of
response. Directors has not been satisfactorily resolved
resulting in a breach of the Listing Requirements
4.4.12 Review any related party transactions and
of Bursa Malaysia Securities Berhad (“Bursa
conflict of interest situation that may arise
Malaysia”), the Audit Committee must promptly
within the Company or the Group and
report such matter to Bursa Malaysia.
ensure that such transactions are undertaken
at arm’s length, on normal commercial terms
4.6 Frequency of Meetings
which are not more favourable to the related
The Audit Committee shall hold a minimum of 4
parties other than those generally available
meetings in a financial year. The number of Audit
to the public and are not to the detriment
Committee meetings held in a financial year and
of the minority shareholders of the Group
the details of attendance of each individual member
and in the best interest of the Group.
in respect of meetings held shall be disclosed
4.4.13 Consider other issues as defined by the annually.
Board.
The Audit Committee meetings shall be chaired by
4.5 Powers of the Audit Committee the Chairman of the Audit Committee or in the
In carrying out its duties and responsibilities, the absence of the Chairman, another member who is
Audit Committee shall have the following an Independent Director nominated by the Audit
authorities: Committee members. The quorum for the meeting
of the Audit Committee shall be 2 members the
a Explicit authority to investigate any matter
majority of whom must be Independent Directors.
within its terms of reference;
The Chairman also has the discretion to call for
b The resources required to perform its duties; additional meetings at any time, as he deems
c Full and unrestricted access to any information, necessary.
records, properties and personnel of the
Group; The Audit Committee shall meet at least twice in a
year with the external auditors without the presence
d Direct communication channels with the of the management.
external auditors and person(s) carrying out
the internal audit functions or activity (if any);
The Committee Secretaries or his/her/their 9 Reviewed the Internal Audit Charter of the Internal
representative shall attend each Audit Committee Audit Department of the Group.
meeting and record the proceedings of the
10 Reviewed the assistance given by the employees in
meetings.
the Group to the external auditors.
1 Reviewed with the external auditors the results of 6 Internal Audit Functions
the annual financial audit, the audited financial The IAD of the Group supports the Audit Committee in
statements and the management letter. discharging its duties and responsibilities, giving
assurance that adequate, efficient and effective internal
2 Reviewed the quarterly unaudited financial result
controls system is in place. The principal role of IAD is to
and related announcements and recommended
undertake an independent, regular and systematic
these to the Board for consideration and approval.
review of the system of internal controls so as to provide
The review is to ensure compliance with the Bursa
reasonable assurance that such a system continues to
Malaysia Listing Requirements, applicable
operate satisfactorily and effectively.
accounting standards and other relevant legal and
regulatory requirements.
It is the responsibility of the IAD to provide the Audit
3 Recommended for the Board’s consideration the Committee with independent and objective reports on
re-appointment of external auditors and the audit the state of the internal controls of the various operating
fees. divisions within the Group, and the extent of compliance
of the divisions with the Group’s established policies
4 Reviewed the scope of work and the audit plans of
and procedures as well as relevant statutory
the external and internal auditors.
requirements.
5 Reviewed the internal audit reports presented by
IAD and discussed on management’s actions taken Further details of the activities of the IAD are set out in
to improve the system of internal control and any Statement on Internal Control on pages 132 to 134.
outstanding matters.
The Directors present their annual report together with the audited financial statements of the Group and of the Company
for the year ended 31 December 2008.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of expressway operation services.
The Company is principally engaged in the highway concession services through its subsidiaries:
(i) Projek Lebuhraya Utara-Selatan Berhad (“PLUS”); PLUS is involved in the operation and maintenance of a tolled expressway
network comprising the North-South Expressway (“NSE”), the New Klang Valley Expressway (“NKVE”), a section of Federal
Highway Route 2 (“FHR2”) between Subang and Klang, and the Seremban-Port Dickson Highway (“SPDH”) in Peninsular
Malaysia.
(ii) Expressway Lingkaran Tengah Sdn Bhd (“ELITE”); ELITE undertakes the operation, maintenance and toll collection of the
North-South Expressway Central Link (“NSECL”).
(iii) Linkedua (Malaysia) Berhad (“LINKEDUA”); LINKEDUA undertakes the operation, maintenance and toll collection of the
Malaysia-Singapore Second Crossing (“MSSC”).
(iv) Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd (“KLBK”); KLBK is engaged in the operation, maintenance and
toll collection of the Butterworth-Kulim Expressway (“BKE”).
PEB has four foreign subsidiaries namely PLUS Kalyan (Mauritius) Private Limited (“PLUS Kalyan”) in Port Louis, Mauritius, PLUS
BKSP Toll Limited (“PLUS BKSP”) in Kanpur, India, PT Lintas Marga Sedaya (“LMS”) in Indonesia and PT Cimanggis-Cibitung
Tollways (“CCTW”) in Indonesia.
Save and except for PLUS Kalyan, all its foreign subsidiaries are highway concessionaires on a build, operate and transfer basis
(“BOT”). The principal activities of PLUS Kalyan is investment holding.
There have been no significant changes in the nature of the principal activities during the financial year.
The Company completed the acquisition of KLBK on 13 March 2008, and completed the subscription of 60% shares of CCTW,
a company incorporated in Indonesia, on 27 December 2008, and the details are disclosed in Note 43 to the financial
statements.
FINANCIAL RESULTS
GROUP COMPANY
RM’000 RM’000
Attributable to:
Equity holders of the Company 1,079,333 810,199
Minority interests 707 —
1,080,040 810,199
In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year have
not been substantially affected by any item, transaction or event of a material and unusual nature.
DIVIDENDS
The amount of dividends paid by the Company since 31 December 2007 were as follows:
2008
RM’000
Final tax exempt dividend for the year ended 31 December 2007 of 8.0 sen per ordinary share
declared on 18 June 2008 and paid on 16 July 2008 400,000
Interim single tier dividend for the year ended 31 December 2008 of 6.5 sen per ordinary share
declared on 21 August 2008 and paid on 23 September 2008 325,000
725,000
At the forthcoming Annual General Meeting, a final single tier dividend in respect of the financial year ended 31 December
2008 of 9.5 sen per ordinary share of RM0.25 each, amounting to a total dividend payable of RM475 million will be proposed
for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such
dividend if approved by the shareholders, will be accounted for in shareholders’ equity as an appropriation of retained profits
in the financial year ending 31 December 2009.
DIRECTORS
The names of the Directors of the Company in office since the date of the last report and at the date of this report are:
DIRECTORS (continued)
In accordance with Article 76 of the Company’s Articles of Association, Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim, Dato’
Ahmad Pardas bin Senin and Puan Noorizah binti Hj Abd Hamid shall retire at the forthcoming Annual General Meeting and
being eligible, offer themselves for re-election.
In accordance with Article 83 of the Company’s Articles of Association, Datuk Seri Panglima Mohd Annuar bin Zaini shall retire
at the forthcoming Annual General Meeting and being eligible, offers himself for re-election.
In accordance with Section 129(2) of the Companies Act 1965, YM Professor DiRaja Ungku Abdul Aziz bin Ungku Abdul Hamid,
Geh Cheng Hooi and Tan Sri Razali bin Ismail having already attained the age of 70, shall vacate the office of Director of the
Company. However, pursuant to Section 129(6), they may be re-appointed by resolutions passed by a majority of not less than
three-fourth of such number of shareholders of the Company entitled to vote at a general meeting of the Company. The
appointment to hold office shall be until the next Annual General Meeting of the Company. The resolutions to re-appoint
them as Directors of the Company will be proposed at the forthcoming Annual General Meeting.
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during the year, did there subsist any arrangement to which the
Company was a party, whereby the Directors might acquire benefits by means of acquisition of shares in, or debentures of
the Company or any other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive any benefits (other than
benefits included in the aggregate amount of emoluments received or due and receivable by the Directors or the fixed salary
of a full-time employee of the Company as disclosed in Note 10 to the financial statements) by reason of a contract made by
the Company or a related corporation with any Director or with a firm of which the Director is a member or with a company
in which the Director has a substantial financial interest, required to be disclosed by Section 169(8) of the Companies Act
1965.
DIRECTORS’ INTEREST
According to the register of Directors’ shareholdings to be kept under section 134 of the Companies Act, 1965, the interest
of Directors in office at the end of the financial year in shares in the Company and its related corporation during the financial
year were as follows:
The Company
Number of Ordinary Shares of RM0.25 each
As at During the year As at
1/1/2008 Bought Sold 31/12/2008
Direct Interest
Tan Sri Dato' Mohd Sheriff bin Mohd Kassim 60,000 — — 60,000
Dato' Ahmad Pardas bin Senin 20,000 — — 20,000
Noorizah binti Hj Abd Hamid 20,000 — — 20,000
Geh Cheng Hooi 40,000 — — 40,000
YM Professor DiRaja Ungku Abdul Aziz bin Ungku Abdul Hamid 40,000 — — 40,000
Hassan bin Ja'afar 40,000 — — 40,000
Dato' Mohamed Azman bin Yahya 40,000 — — 40,000
Tan Sri Razali bin Ismail 40,000 — — 40,000
Datuk K. Ravindran s/o C. Kutty Krishnan 40,000 — — 40,000
Direct Interest
Tan Sri Dato' Mohd Sheriff bin Mohd Kassim 567,800 — — (567,800)* —
Dato' Ahmad Pardas bin Senin 5,240,000 — 540,000ℓ (5,780,000)** —
Noorizah binti Hj Abd Hamid 964,000 — 162,000ℓ (1,126,000) —
ℓ In respect of UEM World Berhad's Employee Equity Scheme allocation under the performance scheme.
Direct Interest
Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim — — 666,000* — 666,000
Dato’ Ahmad Pardas bin Senin — 1,250,000 1,250,000** — 2,500,000
* 666,000 ordinary shares of RM0.50 each in UEM Land Holdings Berhad issued to replace the 567,800 UEM World Berhad
shares held pursuant to the distribution of the dividend-in-specie by UEM World Berhad
** Include balance of 1,000,000 shares in UEM World Berhad which was exchanged for 1,250,000 ordinary shares of RM0.50
each in UEM Land Holdings Berhad arising from the distribution of the dividend-in-specie by UEM World Berhad
HOLDING COMPANY
The Directors regard UEM Group Berhad (“UEM”), a company incorporated in Malaysia which owns 40.21% of the Company’s
equity as at 31 December 2008, as the immediate holding company.
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
allowance for doubtful debts and satisfied themselves that there were no known bad debts and that no allowance
for doubtful debts is necessary; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in
the ordinary course of business had been written down to an amount which they might be expected so to realise.
(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render
adherence to the existing method of valuation of assets and liabilities of the Group and of the Company misleading or
inappropriate.
(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the
financial statements of the Group and of the Company which would render any amount stated in the financial statements
misleading.
SIGNIFICANT EVENTS
Significant events during the year are disclosed in Note 43 to the financial statements.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to accept reappointment.
TAN SRI DATO' MOHD SHERIFF BIN MOHD KASSIM NOORIZAH BINTI HJ ABD HAMID
We, TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM and NOORIZAH BINTI HJ ABD HAMID, being two of the Directors of
PLUS EXPRESSWAYS BERHAD, do hereby state that in the opinion of the Directors, the financial statements set out on pages
149 to 233 are drawn up in accordance with the provisions of the Companies Act 1965 and applicable Financial Reporting
Standards in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at
31 December 2008 and of the results and the cash flows of the Group and of the Company for the year then ended.
TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM NOORIZAH BINTI HJ ABD HAMID
STATUTORY DECLARATION
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT 1965
I, ANNUAR MARZUKI BIN ABDUL AZIZ, being the Officer primarily responsible for the financial management of PLUS
EXPRESSWAYS BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 149 to 233 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.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant
to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness
of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and
the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the
Company as at 31 December 2008 and of their financial performance and cash flows of the Group and of the Company for
the year then ended.
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and
its subsidiary have been properly kept in accordance with the provisions of the Act.
(b) We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors,
which are indicated in Note 19 to the financial statements.
(c) We are satisfied that the accounts of the subsidiary that have been consolidated with the financial statements of the
Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated
financial statements and we have received satisfactory information and explanations required by us for those purposes.
(d) The auditors’ reports on the accounts of the subsidiary were not subject to any qualification material to the consolidated
financial statements and did not include any comment required to be made under Section 174(3) of the Act.
Other matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act,
1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this
report.
Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
Continuing operations
Revenue 5 2,967,958 2,282,010 985,960 813,643
Direct cost of operations (879,509) (676,312) (97,875) (78,374)
Attributable to:
Equity holders of the Company 1,079,333 1,247,843 810,199 697,921
Minority interests 707 (195) — —
Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
ASSETS
Non-current assets
Concession assets 15 12,380,531 11,723,486 — —
Property, plant and equipment 16 47,855 45,487 13,682 11,314
Prepaid land lease payments 17 27,269 27,550 98,635 99,652
Intangible assets 18 3,667 2,824 1,632 1,085
Investments in subsidiaries 19 — — 2,284,361 2,180,800
Other investment 20 165,925 115,244 — —
Deferred tax assets 21 7,154 37,667 4,898 1,293
Toll compensation recoverable from the Government 22 1,909,498 1,392,650 — —
Amount owing by subsidiary 24 — — 85,378 —
Long term deposits 26 483 547 — —
Current assets
Toll compensation recoverable from the Government 22 104,269 — — —
Inventories 27 49 27 49
Sundry receivables, deposits and prepayments 23 57,153 58,363 6,006 32,858
Amount owing by related companies 24 13,806 8,194 74 138
Amount owing by subsidiaries 24 — — 535,823 412,442
Tax recoverable 5,575 — 5,554 —
Short term investments 25 63,389 63,322 — —
Short term deposits with licensed banks 26 2,209,124 2,378,135 6,190 4,770
Cash and bank balances 26 25,306 39,487 253 296
Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
Non-current liabilities
Long term financial liabilities 32 7,965,604 7,096,256 776,174 —
Long term borrowings 33(a) 1,551,694 1,486,683 — —
Amount due to Government 33(c) 38,096 38,096 — —
Amount owing to immediate holding company 24 6,885 6,885 — —
Amount owing to subsidiary 24 — — 86,850 88,850
Other long term payables 59 65 — —
Retirement benefits 36 14,071 12,822 — —
Deferred liabilities 37 125,737 51,441 — —
Deferred tax liabilities 21 388,239 11,494 — —
Current liabilities
Trade payables 38(a) 27,331 17,707 — —
Sundry payables and accruals 38(b) 111,813 135,847 22,955 15,711
Amount received from the Government for Additional Works 39 20,445 44,638 — —
Deferred liabilities 37 1,187 — — —
Short term financial liabilities 32 623,132 592,838 — —
Short term borrowings 33(b) 332,801 904,347 325,806 898,466
Amount owing to immediate holding company 24 1,338 39,880 265 284
Amount owing to related companies 24 115,522 103,883 357 221
Amount owing to subsidiaries 24 — — 3,203 —
Tax payable 12(b) 125 415 — 208
At 1 January 2007 1,250,000 461,138 298,834 1,677 2,506,343 4,517,992 495 4,518,487
Foreign currency translation
differences — — — (2,306) — (2,306) 36 (2,270)
Profit for the year — — — — 1,247,843 1,247,843 (195) 1,247,648
At 31 December 2007 1,250,000 461,138 298,834 1,040 3,329,186 5,340,198 9,510 5,349,708
At 31 December 2008 1,250,000 461,138 298,834 (20,312) 3,687,948 5,677,608 19,344 5,696,952
Non-
Distributable Distributable
Share Other Retained
Note Capital Reserves Earnings Total
COMPANY RM’000 RM’000 RM’000 RM’000
(Note 27) (Note 30) (Note 31)
Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
Net cash generated from/(used in) operating activities 1,813,551 1,429,491 (48,178) (25,373)
Net cash (used in)/generated from investing activities (874,368) (1,356,477) 627,518 (497,457)
Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
Net cash (used in)/generated from financing activities (1,115,028) (237,457) (577,963) 471,874
Net (decrease)/increase in cash and cash equivalents (175,845) (164,443) 1,377 (50,956)
Effects of foreign exchange rate changes (7,347) (2,444) — —
Cash and cash equivalents at the beginning of the year 2,417,622 2,584,509 5,066 56,022
Cash and cash equivalents at the end of the year 26 2,234,430 2,417,622 6,443 5,066
1 CORPORATE INFORMATION
PLUS Expressways Berhad (“the Company” or “PEB”) is a public limited liability company, incorporated and domiciled in
Malaysia, and is listed on the Main Board of the Bursa Malaysia Securities Berhad. The new registered office of the
Company is located at 19-2, Mercu UEM, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur. Prior to
January 2009, the registered office was at 2nd Floor, Bangunan MCOBA, 42, Jalan Syed Putra, 50460 Kuala Lumpur. The
principal place of business is located at Menara Korporat, Persada PLUS, Persimpangan Bertingkat Subang, KM 15,
Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya, Selangor Darul Ehsan. Prior to November 2008, the Company
principal place of business was at Level 12-17, Menara 1, Faber Towers, Jalan Desa Bahagia, Taman Desa, Off Jalan Klang
Lama, 58100 Kuala Lumpur.
The Directors regard UEM Group Berhad (“UEM”), which is incorporated in Malaysia and owns 40.21% of the Company’s
equity as at 31 December 2008, as the immediate holding company. The ultimate holding company is Khazanah Nasional
Berhad (“Khazanah”), which is incorporated in Malaysia.
The principal activities of the Company are investment holding and provision of expressway operations services.
The Company is principally engaged in the highway concession services through its subsidiaries:
(i) Projek Lebuhraya Utara-Selatan Berhad (“PLUS”); PLUS is involved in the operation and maintenance of a tolled
expressway network comprising the North-South Expressway (“NSE”), the New Klang Valley Expressway (“NKVE”), a
section of Federal Highway Route 2 (“FHR2”) between Subang and Klang, and the Seremban-Port Dickson Highway
(“SPDH”) in Peninsular Malaysia.
(ii) Expressway Lingkaran Tengah Sdn Bhd (“ELITE”); ELITE undertakes the operation, maintenance and toll collection of
the North-South Expressway Central Link (“NSECL”).
(iii) Linkedua (Malaysia) Berhad (“LINKEDUA”); LINKEDUA undertakes the operation, maintenance and toll collection of
the Malaysia-Singapore Second Crossing (“MSSC”).
(iv) Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd (“KLBK”); KLBK is engaged in the operation, maintenance
and toll collection of the Butterworth-Kulim Expressway (“BKE”).
PEB has four foreign subsidiaries namely PLUS Kalyan (Mauritius) Private Limited (“PLUS Kalyan”) in Port Louis, Mauritius,
PLUS BKSP Toll Limited (“PLUS BKSP”) in Kanpur, India, PT Lintas Marga Sedaya (“LMS”) in Indonesia and PT Cimanggis
Cibitung Tollways (“CCTW”) in Indonesia.
Except for PLUS Kalyan, all its foreign subsidiaries are highway concessionaires on a build, operate and transfer basis
(“BOT”). The principal activities of PLUS Kalyan is investment holding.
The principal activities of all the subsidiaries are disclosed in Note 19 to the financial statements.
There have been no significant changes in the nature of the principal activities during the financial year.
The Company completed the acquisition of KLBK on 13 March 2008, and completed the subscription and issuance of 60%
shares of CCTW, a company incorporated in Indonesia, on 27 December 2008 and the details are disclosed in Note 43 to
the financial statements.
2 AWARD OF CONCESSIONS
(a) PLUS
The Government of Malaysia (“the Government”) and UEM entered into a Concession Agreement dated 18 March
1988 in connection with the NSE, the NKVE and the FHR2 projects for a Concession Period of 30 years, ending
31 May 2018.
Subsequently, UEM and PLUS entered into a Novation Agreement with the Government dated 20 January 1988
whereby, with the approval of the Government, UEM assigned its rights and transferred its liabilities and obligations
under the Concession Agreement to PLUS.
On 8 July 1999, PLUS entered into a Supplemental Concession Agreement (“SCA”) with the Government whereby
the toll rate structure was revised and toll revenue sharing arrangements were established between the parties. As
a result of the revision in the toll rate structure the Concession Period was extended for another 12 years to end on
31 May 2030.
On 11 May 2002, PLUS entered into a Second Supplemental Concession Agreement (“SSCA”) with the Government
whereby toll rate structure was further revised for the remaining Concession Period and toll compensation and set-
off arrangements were established between the parties. The new toll rate structures are as follows:
(i) increase of Class 1 toll rate by 10% from 11.24 sen/km to 12.36 sen/km, which commenced from 1 January 2002
until 31 December 2004;
(ii) scheduled increases of Class 1 toll rate by 10% every 3 years thereafter.
The second 10% scheduled increase in toll rate from 12.36 sen/km to 13.60 sen/km took effect from 1 January 2005
until 31 December 2007. The third 10% scheduled increase in toll rate from 13.60 sen to 14.96 sen which was to
take effect from 1 January 2008 has not been applied as yet. The Government has agreed to compensate in cash
the differential toll rate based on actual traffic volume in 2008.
Toll rates for other classes of vehicles are determined based on pre-set factors by reference to rates applicable to
Class 1 vehicles.
On 22 April 2005, PLUS entered into a Third Supplemental Concession Agreement (“TSCA”) (which took effect on
31 December 2004) with the Government which amongst others, sets out the settlement arrangement for the
funding of the construction of third lanes along certain stretches of NSE and the construction of a non-stop through
traffic between Ipoh Selatan Toll Plaza and Jelapang Toll Plaza (collectively referred to as “Additional Works”) and
the compensation receivable from the Government for the closure of the Senai Toll Plaza (“Senai Compensation”).
The settlement arrangement includes the takeover of SPDH, the set-off against the Government Support Loan
(“GSL”) and the Additional Support Loan (“ASL”) and the extension of the Concession Period for another 8 years and
7 months to end on 31 December 2038. In addition, PLUS entered into a Proceeds Account Agreement to govern
the cash pertaining to Additional Works as set out in Note 39.
Furthermore, the TSCA states that all rights and entitlement of PLUS in respect of the Senai-Johor Bahru section shall
be reverted to and vested in the Government and PLUS will have no further liabilities and responsibilities in relation
thereto following the closure of the Senai Toll Plaza effective 1 March 2004.
Details of the toll compensation arrangement pursuant to the SSCA, and the settlement arrangement pursuant to
the TSCA are set out in Note 3, ‘Revised Toll Rates, Toll Compensation Arrangements and Settlement
Arrangements’.
Subsequently, UEM and ELITE entered into a Novation Agreement with the Government on 27 July 1995 whereby,
with the approval of the Government, UEM assigned its rights and transferred its liabilities and obligations under
the Concession Agreement to ELITE.
On 9 January 1997, ELITE entered into a SCA with the Government whereby, amongst others, three additional
interchanges along the NSECL Expressway and an extension of the KLIA Expressway.
On 23 March 2001, ELITE entered into a SSCA with the Government whereby, amongst others, the Concession Period
was extended from 31 May 2018 to 31 May 2025.
On 10 January 2003, ELITE entered into a TSCA with the Government whereby, amongst others, toll rate structures
were further revised and compensation arrangements were established between the parties, details of which is set
out in Note 3(ii)(b).
(c) LINKEDUA
The Government and UEM entered into a Concession Agreement dated 27 July 1993 in connection with the design,
construction, management, operations and maintenance of the MSSC.
Subsequently, UEM and LINKEDUA entered into a Novation Agreement with the Government on 10 May 1994
whereby, UEM assigned its rights and transferred its liabilities and obligations under the Concession Agreement to
LINKEDUA.
On 12 September 1994, LINKEDUA entered into a SCA with the Government to take into account the Inter-
Government Agreement between the Government and the Government of Singapore on 22 March 1994 (“Inter-
Government Agreement”) such that, the LINKEDUA Concession Agreement are consistent with the Government’s
obligation under the Inter-Government Agreement relating to the works and rights in connection with the Malaysian
side of the bridge and the Customs, Immigration & Quarantine Complex.
On 30 May 2000, LINKEDUA entered into a SSCA with the Government whereby, amongst others, the concession
period was extended by 15 years to 31 December 2038. The toll rate structure was also revised. In addition, revenue
sharing arrangements were established between the parties.
(d) KLBK
The Government and KLBK entered into a Concession Agreement dated 28 June 1994 in connection with the design,
construction, operation and maintenance of the BKE for a concession period of 32 years ending 27 June 2026.
On 4 June 2007, KLBK entered into a SCA with the Government to restructure the toll rate for Kubang Semang and
Lunas Toll Plaza, commencing from 1 June 2005. The new agreed toll rates is applicable for the remaining concession
years until the expiry of the concession period in 2026.
On 25 August 2006, PEB-CMCL Consortium, PLUS BKSP and MSRDC entered into a Concession Agreement to
undertake the four-laning and improvement, operations and maintenance and toll collection of the BKSP Highway.
Concurently, PEB-CMCL Consortium and PLUS BKSP entered into an Intra Group Agreement which provides for the
transfer of all rights, benefits and obligations of PEB-CMCL Consortium to PLUS BKSP which in turn agreed to
execute and complete the Project in compliance with the terms and conditions of the Concession Agreement. In
accordance with the terms of the Concession Agreement, PLUS BKSP will design, engineer, construct and
subsequently operate and maintain the BKSP Highway. PLUS BKSP is entitled to levy and collect toll from vehicles
using the BKSP Highway upon commencement of highway operations. The initial concession period is for 6 years
and 8 months from the date of the execution of the Concession Agreement.
Through letters from an independant consultant dated 29 May 2008, 7 August 2008 and 4 September 2008, MSRDC
had approved extension of the concession period to 7 years and 11 months in consideration for the delay on its
part in handing over the land for the construction of the BKSP Highway.
(f) LMS
On 21 July 2006, LMS and the Government of the Republic of Indonesia entered into a Concession Agreement in
which LMS was appointed as the concessionaire to undertake the design, construction, ownership, management,
financing, operation, maintenance as well as toll collection of the 116-kilometre Cikampek-Palimanan toll highway
(“Cikampek-Palimanan Highway”) on a build, operate and transfer basis. The concession period for the Cikampek-
Palimanan Highway is 35 years.
On 13 July 2007, PEB had issued shares in the capital of LMS which represent 55% of the entire issued voting shares
of LMS, making LMS a foreign subsidiary of PEB with effect from that date. The remaining 45% equity interest of
LMS’s voting shares is held by its Indonesian partner, PT Baskhara Utama Sedaya (“BUS”).
(g) CCTW
On 18 September 2007, the Company received a letter from the Minister of Public Works, Republic of Indonesia
informing the success of the tender bid jointly submitted by the Company and its Indonesian partners, namely PT
Bakrie & Brothers Tbk and PT Capitalinc Investment Tbk (formerly known as PT Global Financindo Tbk) (“Consortium”)
for the proposed 25.4 kilometer Package 4-Cimanggis-Cibitung Toll Road on a Build, Operate and Transfer basis. The
Cimanggis-Cibitung Toll Road forms part of the proposed Jakarta Outer Ring Road 2 and is located on the outskirts
of the Jakarta metropolitan area. The concession shall be for a period of 35 years from the date of the proposed
execution of the relevant Concession Agreement.
On 27 December 2008, completion of the subscription of shares had taken place with the issuance of CCTW share
certificates in accordance with the Articles of Association of CCTW. PEB had been issued with share certificates for
48,000,000 shares of IDR1,000 each representing 60% shareholding interest in CCTW, effectively making CCTW a
foreign subsidiary of PEB.
(i) to waive PLUS’s obligation to pay the interest accrued to 1 January 2002 amounting to RM1,729.22 million
on its GSL;
(ii) to waive PLUS’s obligation to pay interest on the remaining principal amount of RM750 million on the GSL,
after (i) above; and
(iii) to address the manner in which the Government would discharge its liability in respect of the amount of
compensation due that would arise in each of the remaining Concession Years; such compensation would
arise as the new toll rates which took effect from 1 January 2002 are lower than the toll rates contemplated
in the SCA previously entered into; and the arrangements have been formalised through the SSCA, and in
the manner described in (b) below, ‘Toll Compensation Arrangements’.
(i) deduction for the notional tax on dividends that PLUS will declare and pay (if any) from the tax exempt
profits earned during the five year tax-exempt period from 2002 to 2006;
(ii) deduction for interest that would have been payable to the Government on the GSL, had the Government
not waived PLUS from its obligation to pay such interest;
(iii) set-off of PLUS’s income tax liabilities against such compensation due to PLUS after the deductions
referred to in (i) and (ii) above; and
(iv) set-off of any Toll Sharing Amount due to the Government against the resultant from (iii) above.
The SSCA provides that the payment of such tax amount shall not include any toll sharing to be paid to the
Government (if applicable), which shall continue to be carried forward for utilisation against future toll
compensation amounts. Upon expiry of the Concession Period, any amounts of tax payable and toll sharing
amounts which have not been utilised under the compensation arrangements referred to above are to be paid
by PLUS to the Government. However, if there are any amounts due from the Government upon expiry of the
Concession Period, such amounts are to be unconditionally waived by PLUS.
In the event that the Government imposes a toll rate which is lower than the toll rates stated in the SSCA for
any Concession Year, the SSCA provides that the amount of further compensation arising will be paid in full.
Notwithstanding such compensation, the other toll compensation arrangements pursuant to the SSCA will
remain in effect.
(a) Takeover of SPDH by PLUS at a value of RM50.27 million as part settlement for the Senai Compensation;
(b) Set off against amount outstanding under the GSL and ASL amounting to RM962.00 million, comprising:
(i) RM281.41 million to settle the balance of the Senai Compensation; and
(ii) RM680.59 million to part settle the cost for the Additional Works; and
(c) The balance of the cost for the Additional Works of RM361.89 million has been settled by the Government
by way of extending the concession period for a further 8 years and 7 months, to end on 31 December
2038.
The key consequential changes under the TSCA in respect of the Toll Compensation Arrangements as per Note
3(b), as a result of the settlement arrangement are as follows:
(i) The toll compensation shall be calculated up to 31 May 2030 instead of the end of the Concession Period
which has now been extended to 31 December 2038.
(ii) Interest that would have been payable to the Government as referred to in Note 3(i)(b)(ii) above, shall be
equivalent to nil commencing from the year in which GSL and ASL are fully settled.
(iii) The calculation of the toll compensation shall be calculated without taking into account SPDH’s traffic
volume.
(iv) Any toll compensation amount due from the Government as at 31 May 2030 shall continue to be deducted
against the toll sharing for that concession year and each concession year thereafter.
(ii) to waive all its rights to interest which has accrued on the existing Government Loan, of RM89.9 million,
for the period from 15 December 2000 to 31 December 2001 and to charge no interest on the RM89.9
million loan for the period from 1 January 2002 up to the final repayment date of the loan;
(iii) to an extension of the Concession Period for a further 5 years from 31 May 2025 to 31 May 2030; and
(iv) to allow and authorise ELITE to collect and retain the levy on the extension of the KLIA Expressway
throughout the Concession Period and to increase the levy by 10% every 3 years until the expiry of the
Concession Period, of which the first increase was effected on 1 January 2002.
ELITE entered into an Additional Government Loan Agreement (“AGLA”) and a Supplemental Loan Agreement
(“SLA”) with the Government on 15 January 2003 in respect of the RM300 million additional loan and the waiver
of interest on the existing Government Loan, as described in (i) and (ii) above respectively.
The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand
(RM’000) except when otherwise indicated.
The Company’s investments in subsidiaries are stated at cost less impairment losses. The policy for the
recognition and measurement of impairment losses is in accordance with Note 4.2(g).
On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is
recognised in the income statement.
The merger method of accounting was used in consolidating the Company and PLUS in the year 2002 which
meets the relevant criteria set out in the FRS 122 “Business Combination”, thus depicting the combination of
these entities as if they had been in combination for the entire period.
For other subsidiaries, they are consolidated from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases. In preparing the
consolidated financial statements, intragroup balances, transactions and unrealised gains or losses are
eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for like
transactions and events in similar circumstances.
Acquisitions of subsidiaries are accounted for using the purchase method. The purchase method of accounting
involves allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and
contingent liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate
of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity
instruments issued, plus any costs directly attributable to the acquisition.
Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities represents goodwill. Any excess of the Group’s interest in the net fair value
of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised
immediately in the income statement.
Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group.
It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at
the acquisition date and the minorities’ share of changes in the subsidiaries’ equity since then.
Freehold land is not depreciated. Depreciation is provided for on a straight line basis over the estimated useful
lives of the property, plant and equipment. The annual rates of depreciation are as follows:
Renovations 10%
Aircrafts 12%
Motor Vehicles 20%
Furniture and Fittings 20%
Office Equipment 20%
Computers 20%
Telecommunication System 20%
Operation Tools and Equipment 20%
Buildings 2%
Upon disposal of an item of property, plant and equipment, the difference between the net disposal proceeds
and the net carrying amount is recognised in the income statement.
The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure that
the amount, method and period of depreciation are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits embodied in the items of property, plant and
equipment.
Intangible assets with indefinite useful lives are not amortised but tested for impairment annually or more
frequently if the events or changes in circumstances indicate that the carrying value may be impaired either
individually or at the cash-generating unit level. The useful life of an intangible asset with an indefinite life is
also reviewed annually to determine whether the useful life assessment continues to be supportable.
In the case of a lease of land, the minimum lease payments or the upfront payments made represent prepaid
land lease payments and are amortised on a straight-line basis over the lease term.
EDE is stated at cost less accumulated amortisation and impairment losses. The policy for the recognition
and measurement of impairment losses is in accordance with Note 4.2(g).
EDE is amortised over the Concession Period. The amortisation formula applied in the preparation of the
financial statements to arrive at the annual amortisation charge for each financial period is as follows:
Toll revenue for the year X [Net Book Value of EDE at beginning of the year +
[Actual toll revenue for the year + Additions for the year]
Projected total toll revenue for the
subsequent years to the end of the
concession period]
Toll revenue and projected total toll revenue include toll collection, toll compensation net of any notional
tax on tax exempt dividend.
The projected total toll revenue is based on the latest available base case traffic projections prepared by
independent traffic consultants multiplied by the toll rate structures described in Note 2.
(g) Impairments
For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset
basis unless the asset does not generate cash flows that are largely independent of those from other assets. If
this is the case, recoverable amount is determined for the cash-generating unit (CGU) to which the asset
belongs to.
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in
use. In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or
groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or
groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on
a pro-rata basis.
An impairment loss is recognised in the income statement in the period in which it arises, unless the asset is
carried at a revalued amount, in which case the impairment loss is accounted for as a revaluation decrease to
the extent that the impairment loss does not exceed the amount held in the asset revaluation reserve for the
same asset.
(h) Taxation
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected
amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax
rates that have been enacted at the balance sheet date.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or
the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet
date. Deferred tax is recognised in the income statement, except when it arises from a transaction which is
recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or
when it arises from a business combination that is an acquisition, in which case the deferred tax is included in
the resulting goodwill or negative goodwill.
The amount recognised in the balance sheet represents the present value of the defined benefit obligations
adjusted for unrecognised actuarial gains and losses and unrecognised past service costs. Any asset
resulting from this calculation is limited to the net total of any unrecognised actuarial losses and past
service costs, and the present value of any economic benefits in the form of refunds or reductions in future
contributions to the plan.
At each balance sheet date, UEM revises its estimates of the number of options that are expected to
become exercisable on vesting date. The Company recognises the impact of the revision of original
estimates, if any, in the income statement, and a corresponding adjustment to equity over the remaining
vesting period. The equity amount is recognised in the share option reserve until the option is exercised
or until the option expires, upon which it will be transferred directly to retained earnings.
In addition, the deferred liabilities also comprise advance toll compensation received by KLBK from the
Government where the amount is recognised as revenue over the remaining concession period, and rentals
received in advance by KLBK which are for a period of 30 years beginning 1997 and are recognised equally in
the income statement over the said period.
Exchange differences arising on the settlement of monetary items, and on the translation of monetary
items, are included in the income statement for the period except for exchange differences arising on
monetary items that form part of the Group’s net investment in foreign operation. Exchange differences
arising on monetary items that form part of the Group’s net investment in foreign operation are initially
taken directly to the foreign currency translation reserve within equity until the disposal of the foreign
operations, at which time they are recognised in the income statement.
Exchange differences arising on monetary items that form part of the Company’s net investment in foreign
operation, regardless of the currency of the monetary item, are recognised in income statement in the
Company’s financial statements or the individual financial statements of the foreign operation, as
appropriate.
Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 January
2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional
currency of the foreign operations and translated at the closing rate at the balance sheet date. Goodwill
and fair value adjustments which arose on the acquisition of foreign subsidiaries before 1 January 2006
are deemed to be assets and liabilities of the parent company and are recorded in RM at the rates
prevailing at the date of acquisition.
BAIDS are initially recognised at cost, being the fair value of the consideration received. After initial
recognition, the profit element attributable to the BAIDS in each period is recognised as an expense at a
constant rate to the maturity of each series respectively.
The Sukuk is initially stated at cost, being the fair value of the consideration received. After initial
recognition, the profit element attributable to the Sukuk in each period is recognised as an expense at a
constant rate to its maturity.
The Sukuk is initially stated at cost, being the fair value of the consideration received. The profit elements
on the Sukuk are recognised as an expense and accreted to the principal amount at a constant rate to its
maturity.
Financial instruments are classified as liabilities or equity in accordance with the substance of the respective
contractual arrangements. Interest, dividends, gains and losses relating to a financial instrument classified as a
liability, are reported as expense or income. Distributions to holders of financial instruments classified as equity
are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right
to offset and intends to settle either on a net basis or to realise the asset and settle the liability
simultaneously.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or
sale, are capitalised as part of the cost of those assets, until such time as the assets are substantially ready
for their intended use or sale. The amount of borrowing costs eligible for capitalisation is determined by
applying a capitalisation rate which is the weighted average of the borrowing costs applicable to the
Group borrowings that are outstanding during the year, other than borrowings made specifically for the
purpose of obtaining another qualifying asset. For borrowings made specifically for the purpose of
obtaining a qualifying asset, the amount of borrowing cost eligible for capitalisation is the actual borrowing
costs incurred on that borrowing during the period less any investment income on the temporary
investment of that borrowing.
All other borrowing costs are recognised as an expense in the income statement in the period in which
they are incurred.
(vi) Receivables
Receivables are carried at anticipated realisable values. Bad debts are written off when identified. An
estimate is made for doubtful debts based on a review of all outstanding amounts as at the balance sheet
date.
Toll compensation recoverable from the Government is carried at anticipated realisable value after taking
into consideration the effects of the arrangements described in Note 3(i)(b) and Note 3(ii)(b). An assessment
of the recoverability of the amount is performed annually based on estimated recoverable amount
persuant to the settlement arrangement as set out in Note 3(i)(b). Please see Note 4.2(o)(iv) for the
recognition of toll compensation.
The adoption of the above IC Interpretation does not result in significant changes to the accounting policies and
does not have a significant financial impact on the Group or Company.
4.4 New standards and interpretations that are not yet effective
At the date of authorisation of these financial statements, the following new FRS and Interpretations were issued
but not yet effective and have not been applied by the Group and the Company:
Effective for
financial periods
FRS, Amendment to FRS and IC Interpretations beginning on or after
The new FRS and IC Interpretations above are expected to have no significant impact on the financial statements of
the Group and the Company upon their initial application except for changes in disclosures arising from the
adoption of FRS 7 and FRS 8.
The Group and the Company are exempted from disclosing the possible impact, if any, to the financial statements
upon the initial application of FRS 139.
5 REVENUE
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
5 REVENUE (continued)
Toll compensation revenue arose from revisions in toll rate structures as described in Note 2(a) to 2(d).
As referred to in Note 3(i)(b), the notional tax on tax exempt dividends is computed based on tax-exempt dividend
declared by PLUS. There is no notional tax on tax exempt dividend for the year 2008 as PLUS did not pay any dividends
from its tax exempt account in 2008.
Based on the terms of PLUS’s SCA, the toll revenue earned during the year is less than the threshold toll revenue and as
such no accrual is made for the Government’s share of toll revenue.
6 OTHER INCOME
Other income comprises the following:
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
7 FINANCE COSTS
Finance costs for the year are as follows:
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
9 EMPLOYEE COSTS
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
10 DIRECTORS’ REMUNERATION
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
Executive:
Salaries, bonus and other emoluments 1,183 946 1,183 946
Benefits-in-kind 84 68 84 68
Non-Executive:
Fees 869 416 404 289
Other emoluments 245 170 115 96
Director’s remuneration paid and payable to third party 78 65 78 65
Director’s remuneration paid and payable to immediate
holding company 311 77 50 46
Key management personnel is defined as the members of the boards of directors of the Company and its subsidiaries
whereby the authority and responsibility for planning, directing and controlling the activities of the company, directly or
indirectly lies.
Income tax:
Malaysian income tax 24,335 24,987 1,931 19,594
Foreign income tax 36 — — —
Under provision in prior years 490 1,514 490 1,508
Deferred tax:
Relating to origination and reversal of temporary
differences 405,261 (55,119) (3,623) (98)
Relating to change in tax rate 776 (581) 49 108
Under/(over) provision in prior years 4,764 89,541 (31) (117)
The reconciliation of the tax effects of accounting and taxable income are as follows:
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
Tax at applicable statutory tax rate of 26% (2007: 27%) 394,083 353,157 210,344 194,107
Tax effect of expenses that are not deductible in
determining taxable profit 36,508 35,844 18,064 2,847
Tax effect of income not subject to tax — — (230,100) (177,458)
Tax effect of changes in tax rate 776 (581) 49 108
Under provision of income tax expense in prior years 490 1,514 490 1,508
Under/(over) provision of deferred tax in prior year 4,764 89,541 (31) (117)
Utilisation of capital allowances (Note (a)) — (228,826) — —
Utilisation of previously unrecognised tax losses and
unabsorbed capital allowances (958) (190,307) — —
b) Tax payable
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
Following the expiry of PLUS’s exemption period, PLUS incurred income tax in the current year which is payable as
at year end. The income tax payable is set off against the toll compensation recoverable from the Government in
accordance with the SSCA as detailed out in Note 3(i)(b).
Group Company
2008 2007 2008 2007
14 DIVIDENDS
Dividend
Amount per ordinary share
2008 2007 2008 2007
RM’000 RM’000 sen sen
Interim tax exempt dividend for the year ended 31 December 2007
of 6.0 sen per ordinary share declared on 27 August 2007 and
paid on 28 September 2007 — 300,000 — 6.00
Final tax exempt dividend for the year ended 31 December 2007
of 8.0 sen per ordinary share declared on 18 June 2008 and
paid on 16 July 2008 — 400,000 — 8.00
Interim single tier dividend for the year ended 31 December 2008
of 6.5 sen per ordinary share declared on 21 August 2008 and
paid on 23 September 2008 325,000 — 6.50 —
Final single tier dividend for the year ended 31 December 2008
of 9.5 sen per ordinary share 475,000 — 9.50 —
At the forthcoming Annual General Meeting, a final single tier dividend in respect of the financial year ended 31
December 2008 of 9.5 sen per ordinary share of RM0.25 each, amounting to a total dividend payable of RM475 million
will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this
proposed dividend. Such dividend if approved by the shareholders, will be accounted for in shareholders’ equity as an
appropriation of retained profits in the financial year ending 31 December 2009.
15 CONCESSION ASSETS
Concession assets consist of the following:
– NSE, NKVE, FHR2, and SPDH maintained by PLUS;
– NSECL and KLIA Expressway maintained by ELITE;
– MSSC maintained by LINKEDUA;
– BKE maintained by KLBK;
– BKSP Highway in India under construction by PLUS BKSP;
– Cikampek-Palimanan Highway in Indonesia undertaken by LMS; and
– Cimanggis-Cibitung Toll Road in Indonesia undertaken by CCTW.
Heavy Repairs
– NSE, NKVE, FHR2, SPDH 1,457,093 822,954 634,139
– NSECL and KLIA Expressway 104,696 48,314 56,382
– MSSC 22,184 4,066 18,118
Capital Work-In-Progress
– BKSP Highway 174,877 — 174,877
– Cikampek-Palimanan Highway 56,770 — 56,770
– Cimanggis-Cibitung Toll Road 418 — 418
232,065 — 232,065
EDE
– NSE, NKVE, FHR2, SPDH 9,178,841 1,049,734 8,129,107
– NSECL and KLIA Expressway 1,786,496 115,710 1,670,786
– MSSC 1,058,376 57,006 1,001,370
Heavy Repairs
– NSE, NKVE, FHR2, SPDH 1,214,624 685,125 529,499
– NSECL and KLIA Expressway 83,115 37,070 46,045
– MSSC 8,292 2,262 6,030
Capital Work-In-Progress
– MSSC 55,516 — 55,516
– BKSP Highway 157,160 — 157,160
– Cikampek-Palimanan Highway 27,395 — 27,395
240,071 — 240,071
Cost
At 1 January 2008 12,023,713 1,306,031 583,358 240,071 14,153,173
Translation difference — — — (26,881) (26,881)
Additions 370,209 271,280 25,183 80,127 746,799
Acquisition of subsidiary (Note 19(a)) 347,812 — — — 347,812
Reclassification 54,590 6,662 — (61,252) —
Transfer from property, plant & equipment
(Note 16) — — 17,286 — 17,286
Accumulated Amortisation
At 1 January 2008 1,222,450 724,457 482,780 — 2,429,687
Charge for the year 194,714 150,877 28,846 — 374,437
Acquisition of subsidiary (Note 19(a)) 50,130 — — — 50,130
Transfer from property, plant & equipment
(Note 16) — — 3,404 — 3,404
Net Book Value at 31 December 2008 11,329,030 708,639 110,797 232,065 12,380,531
Cost
At 1 January 2007 9,087,492 1,046,757 439,799 41,103 10,615,151
Translation difference — — — 11,680 11,680
Additions 92,979 167,867 25,301 121,480 407,627
Acquisition of subsidiaries 2,844,872 91,407 118,258 65,808 3,120,345
Written off (1,630) — — — (1,630)
Accumulated Amortisation
At 1 January 2007 934,732 570,901 362,287 — 1,867,920
Charge for the year 115,185 114,224 20,753 — 250,162
Acquisition of subsidiaries 172,716 39,332 99,740 — 311,788
Written off (183) — — — (183)
Net Book Value at 31 December 2007 10,801,263 581,574 100,578 240,071 11,723,486
Cost
At 1 January 2008 30,892 31,237 27,519 25,100 8,809 4,242 279 128,078
Additions 3,373 — 6,227 764 13 3 — 10,380
Disposals — — (4,504) — — — — (4,504)
Written off (9,834) — (85) (6,350) (5,739) — — (22,008)
Acquisition of
subsidiary
(Note 19(a)) 1,074 — 751 1,073 17,286 — — 20,184
Transfer to
concession assets
(Note 15) — — — — (17,286) — — (17,286)
Transfer to
intangible assets
(Note 18) (630) — — (729) — — — (1,359)
Translation
Difference (70) — (130) (10) — (21) — (231)
At 31 December
2008 24,805 31,237 29,778 19,848 3,083 4,224 279 113,254
Accumulated
Depreciation
At 1 January 2008 27,667 11,061 14,315 20,418 8,223 906 — 82,590
Charge for the year 1,491 2,298 901 2,084 285 171 — 7,230
Disposals — — (3,790) — — — — (3,790)
Written off (9,739) — (85) (6,281) (5,736) — — (21,841)
Acquisition of
subsidiary
(Note 19(a)) 921 — 610 906 3,404 — — 5,841
Transfer to
concession assets
(Note 15) — — — — (3,404) — — (3,404)
Transfer to
intangible assets
(Note 18) (785) — — (402) — — — (1,187)
Translation
Difference (10) — (21) (2) — (7) — (40)
At 31 December
2008 19,545 13,359 11,930 16,723 2,772 1,070 — 65,399
Cost
At 1 January 2007 25,901 31,237 24,605 22,715 7,247 3,843 — 115,548
Additions 1,022 — 3,301 1,493 — — — 5,816
Disposals — — (182) — — — — (182)
Written off (1,388) — (818) (1,333) (220) — — (3,759)
Acquisition of
subsidiaries 5,346 — 597 2,224 1,784 399 279 10,629
Translation
Difference 11 — 16 1 (2) — — 26
At 31 December
2007 30,892 31,237 27,519 25,100 8,809 4,242 279 128,078
Accumulated
Depreciation
At 1 January 2007 23,697 8,764 14,443 17,850 6,797 697 — 72,248
Charge for the year 1,032 2,297 534 1,803 5 131 — 5,802
Disposals — — (141) — — — — (141)
Written off (1,375) — (818) (1,315) (220) — — (3,728)
Acquisition of
subsidiaries 4,313 — 291 2,080 1,641 78 — 8,403
Translation
Difference — — 6 — — — — 6
At 31 December
2007 27,667 11,061 14,315 20,418 8,223 906 — 82,590
Included in the depreciation charged for the year is an amount of RM126,000 which is capitalised in concession assets.
Cost
At 1 January 2008 1,363 11,587 6,408 770 20,128
Additions 1,712 2,721 412 13 4,858
Disposals — (470) — — (470)
Written off (492) — (124) (261) (877)
Accumulated Depreciation
At 1 January 2008 762 3,679 3,861 512 8,814
Charge for the year 354 348 1,257 156 2,115
Disposals — (182) — — (182)
Written off (425) — (105) (260) (790)
Net Book Value at 31 December 2008 1,892 9,993 1,683 114 13,682
Cost
At 1 January 2007 1,109 9,823 5,696 770 17,398
Additions 275 1,769 748 — 2,792
Disposals — (5) — — (5)
Written off (21) — (36) — (57)
Accumulated Depreciation
At 1 January 2007 528 3,418 2,694 358 6,998
Charge for the year 250 262 1,190 154 1,856
Disposals — (1) — — (1)
Written off (16) — (23) — (39)
Net Book Value at 31 December 2007 601 7,908 2,547 258 11,314
Cost
At 1 January/At 31 December 30,174 30,174 100,669 100,669
Accumulated Amortisation
At 1 January 2,624 2,342 1,017 —
Charge for the year 281 282 1,017 1,017
Prepaid land lease payments of the Company relate to transfer of leasehold land from a subsidiary at market value on
27 December 2007.
18 INTANGIBLE ASSETS
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 12,113 11,050 2,504 1,971
Additions 2,177 1,146 1,128 533
Transfer from property, plant & equipment (Note 16) 1,359 — — —
Written off (2,188) (83) (29) —
Accumulated Amortisation
At 1 January 9,289 8,219 1,419 979
Charge for the year 1,490 1,153 581 440
Transfer from property, plant & equipment (Note 16) 1,187 — — —
Written off (2,172) (83) (29) —
Intangible assets consists of computer software and licenses that do not form an integral part of the related hardwares.
19 INVESTMENTS IN SUBSIDIARIES
Company
2008 2007
RM’000 RM’000
2,284,361 2,180,800
Incorporated in Malaysia
Projek Lebuhraya Utara-Selatan Operation and maintenance of the tolled NSE, NKVE, 100% 100%
Berhad FHR2, and SPDH with a total length of 846 kilometres
Expressway Lingkaran Tengah Operation, maintenance and toll collection of the 100% 100%
Sdn Bhd 63-kilometre NSECL and KLIA Expressway
Linkedua (Malaysia) Berhad Operation, maintenance and toll collection of the 100% 100%
44-kilometre MSSC
Konsortium Lebuhraya Butterworth- Operation, maintenance and toll collection of the 100% —
Kulim (KLBK) Sdn Bhd 17-kilometer BKE which is dual two lane carriageway
from Kulim in Kedah to Seberang Perai in Penang
PLUS BKSP Toll Limited Four-laning and improvement, operation and 94% 94%
(Incorporated in India) maintenance and toll collection of the 21.6-kilometre
BKSP Highway in India
PT Lintas Marga Sedaya Design, construction, management, financing, operation, 55% 55%
(Incorporated in Indonesia) maintenance and toll collection of the 116-kilometre
Cikampek-Palimanan Highway in Indonesia
All companies are audited by member firms of Ernst & Young Global in the respective countries except for KLBK, LMS
and CCTW which are audited by firms other than Ernst & Young.
The fair value and carrying amount of assets acquired and liabilities assumed from the acquisition of KLBK are as
follows:
Fair Value
recognised Acquiree’s
on carrying
Note acquisition amount
RM’000 RM’000
ASSETS
Concession assets 15 297,682 255,621
Property, plant and equipment 16 14,343 14,343
Deferred tax assets 21 3,571 3,571
Sundry receivables, deposits and prepayments 767 767
Short term deposits with licensed banks 39,340 39,340
Cash and bank balances 8,580 8,580
LIABILITIES
Long term borrowings (172,825) (172,825)
Deferred liabilities (48,525) (48,525)
Sundry and trade payables (8,857) (8,857)
Advance from previous holding company of KLBK 24 (85,378) (85,378)
Tax payable (76) (76)
RM’000
Note:
The purchase consideration of RM134 million includes the full settlement of the shareholder’s advance owing by
KLBK to Malaysia Mining Corporation Berhad, its previous holding company, amounting to RM85.378 million.
20 OTHER INVESTMENT
Group
2008 2007
RM’000 RM’000
55,925 25,244
Structured products 110,000 90,000
Structured products represent placements with maturity period of more than one year with licensed financial
institutions.
21 DEFERRED TAXATION
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting are as
follows:
Timing
difference
Unabsorbed on property,
Unabsorbed capital plant and
tax losses allowance equipment Provisions Total
RM’000 RM’000 RM’000 RM’000 RM’000
Timing
difference on
Unabsorbed Timing property,
capital difference plant and
allowance on EDE equipment Total
RM’000 RM’000 RM’000 RM’000
Deferred tax assets have not been recognised in respect of the following items:
Group
2008 2007
RM’000 RM’000
1,163,746 1,090,847
The unused tax losses and unabsorbed capital allowances of the Group are available indefinitely for offsetting against
future taxable profits of the respective entities within the Group, subject to no substantial change in shareholdings of
those entities under the Income Tax Act, 1967 and guidelines issued by the tax authority.
Timing
difference
on property,
plant and
equipment Provisions Total
RM’000 RM’000 RM’000
Analysed as:
Toll compensation recoverable within 12 months 104,269 —
Toll compensation recoverable after 12 months 1,909,498 1,392,650
2,013,767 1,392,650
The amount of toll compensation recoverable and the set-off of the toll sharing and income tax payable amounts are
based on the toll compensation arrangements as described in Note 2(a) to 2(d) and Note 3(i)(b).
Current
Amount owing by related companies (Note iii) 13,806 8,194 74 138
Amount owing by subsidiaries (Note ii) — — 535,823 412,442
Amount owing to the immediate holding company (Note i) (1,338) (39,880) (265) (284)
Amount owing to related companies (Note iii) (115,522) (103,883) (357) (221)
Amount owing to subsidiaries (Note ii) — — (3,203) —
Non-current
Amount owing by subsidiary (Note ii) — — 85,378 —
Amount owing to the immediate holding company (Note i) (6,885) (6,885) — —
Amount owing to subsidiary (Note ii) — — (86,850) (88,850)
Amount owing to the immediate holding company 8,223 46,765 265 284
Less: Repayable after twelve months (6,885) (6,885) — —
The amount owing to the immediate holding company is trade in nature except for RM264,720 (2007: RM283,778)
which is non-trade in nature.
The amount owing is non-interest bearing. The long-term portion of the amount owing of RM6,884,880 (2007:
RM6,884,880) is payable only after PLUS has repaid all amounts borrowed from financial institutions.
(ii) Subsidiaries
The amount owing by/(to) subsidiaries are non-trade in nature, non-interest bearing and repayable on demand,
except for an amount owing to PLUS of RM86,850,000 (2007: RM88,850,000) in respect of the transfer of leasehold
land which is payable from 31 December 2008 until 31 December 2016 in nine fixed annual installments.
The non-current amount owing by subsidiary relates to the shareholder’s advance that was previously owed by KLBK
to its previous holding company. Following the acquisition of KLBK, the shareholder’s advance is now an amount
owing by the subsidiary to PEB (refer Note 19). The amount is not repayable within the next twelve months.
— 34
63,389 63,288
26 LONG TERM AND SHORT TERM DEPOSITS WITH LICENSED BANKS AND CASH AND BANK BALANCES
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
Current
Islamic short term deposits (Note i) 1,910,218 2,201,656 — —
Non-current
Long term deposits (Note iv) 483 547 — —
26 LONG TERM AND SHORT TERM DEPOSITS WITH LICENSED BANKS AND CASH AND BANK BALANCES
(continued)
(i) The use of the balances in PLUS, which include the minimum amounts of RM978.28 million (2007: RM961.84 million)
held under the Finance Service Reserve Account and Maintenance Reserve Account pursuant to the Senior Sukuk
agreement, is subject to certain covenants and restrictions as set out in Note 32 and Note 35.
Included in deposits placed with licensed banks is an amount of RM1.98 million (2007: RM1.93 million) which has
been pledged as security for a performance bond by ELITE as set out in Note 35.
The use of the balances in ELITE, which include the minimum amounts of RM95.20 million (2007: RM57.50 million)
held under the Finance Service Reserve Account pursuant to the BAIDS agreement, is subject to certain covenants
and restrictions as set out in Note 32 and Note 35.
The use of the balances in KLBK which include the minimum amounts of RM5.24 million (2007: RM5.24 million) held
under the Finance Service Reserve Account and Maintenance Reserve Account pursuant to the BAIDS agreement, is
subject to certain covenants and restrictions as set out in Note 32 and Note 35.
(ii) This relates to the amount received from the Government of which shall be used in the manner as prescribed in the
Proceeds Account Agreement of PLUS as set out in Note 39.
(iii) Included in deposits placed with licensed banks is an amount of RM25.67 million (2007: RM3.46 million) which has
been pledged as security for a performance bond by LMS.
(iv) This relates to PLUS BKSP’s long term deposit placed with a licensed bank for purpose of obtaining performance
guarantee for its project.
27 SHARE CAPITAL
Group and Company
2008 2007
RM’000 RM’000
Authorised:
10,000,000,000 ordinary shares of RM0.25 each at beginning/end of the year 2,500,000 2,500,000
28 CAPITAL RESERVE
Group
2008 2007
RM’000 RM’000
Non-distributable:
Capital redemption reserve 10,000 10,000
Share premium 451,138 451,138
461,138 461,138
The Capital Redemption Reserve arose upon the redemption by PLUS of Redeemable Convertible Cumulative Preference
Shares in 1999.
Share premium of the Group represents the premium arising from the rights issue and from the conversion of the
Redeemable Convertible Bonds (“RCB”) as a result of a debt restructuring in 2002.
29 MERGER RESERVE
The difference between the nominal value of share of the Company issued as consideration and the nominal value of
the shares acquired has been classified as a merger reserve. The merger reserve arose on 31 May 2002.
30 OTHER RESERVES
The breakdown and movement of other non-distributable reserves are as follows:
Capital
Foreign contribution
currency from
translation holding
Non-distributable: reserve company Total
Group RM’000 RM’000 RM’000
(a) (b)
Capital
contribution
from holding
company
Company RM’000
At 31 December 2008 —
The expenses arising from equity-settled share-based payment transactions that have been included in the employee
costs for the Group is RM944,000 (2007: RM1,669,000) and for the Company is RM747,000 (2007: RM751,000).
Upon expiration of the Scheme on 22 October 2008, the amount recognised in the share option reserve was
tranferred to retained earnings (refer Note 4.2 (j)(iv)).
31 RETAINED EARNINGS
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with the
Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividend
paid, credited or distributed to its shareholders, and such dividends will be exempted from tax in the hands of the
shareholders (“single tier system”). However, there is a transitional period of six years, expiring on 31 December 2013, to
allow companies to pay franked dividends to their shareholders under limited circumstances. Companies also have an
irrevocable option to disregard the 108 balance and opt to pay dividends under the single tier system. The change in
the tax legislation also provides for the 108 balance to be locked-in as at 31 December 2007 in accordance with Section
39 of the Finance Act 2007.
The Company has elected for the irrevocable option to disregard the 108 balance as at 31 December 2008. Hence, the
Company will be able to distribute dividends out of its entire retained earnings as at 31 December 2008 under the single
tier system. The Company did not elect for the irrevocable option to disregard the 108 balance as at 31 December
2007.
In addition, as at 31 December 2008, PLUS has tax exempt profits available for distribution of approximately RM5,032
million (2007: RM5,032 million), subject to the agreement of the Inland Revenue Board.
PLUS
Senior Sukuk (a)(ii) 2,450,000 3,000,000 — —
Zero Coupon Sukuk Series 1 (“Sukuk Series 1”) (a)(iii) 1,660,015 1,561,724 — —
Zero Coupon Sukuk Series 2 (“Sukuk Series 2”) (a)(iv) 1,322,056 1,238,078 — —
Sukuk Musyarakah Medium Term Notes Programme
of RM4,500 million nominal value (“Sukuk Series 3”) (a)(v) 950,154 592,425 — —
ELITE
BAIDS (a)(vi) 635,859 704,029 — —
KLBK
BAIDS (a)(vii) 171,346 — — —
Group
Note 2008 2007
RM’000 RM’000
ELITE
BAIDS (a)(vi) 68,169 42,838
KLBK
BAIDS (a)(vii) 4,963 —
776,174 — 776,174 —
The PLUS SPV Sukuk are constituted by a Trust Deed dated 13 June 2008 entered into by PLUS SPV Berhad as the
Issuer and the Trustee for the holders of the PLUS SPV Sukuk.
PEB through an independent special purpose company (whose shares are held by a share trustee for and on behalf
of charitable organisations), PLUS SPV Berhad had on 27 June 2008 issued RM1.055 billion nominal value Sukuk
under a medium term notes programme of up to RM4.0 billion nominal value Sukuk based on the Islamic principle
of Musyarakah to investors identified via a book-building process. The PLUS SPV Sukuk were issued in 7 series, with
maturities commencing from 2013 to 2019.
The profit rate is 2.0% per annum and the profit is payable semi-annually on each series of the PLUS SPV Sukuk.
The terms of the PLUS SPV Sukuk contain various covenants including the following:
PEB (the Obligor) shall maintain an annual Debt to Equity Ratio (“the D:E Ratio”) not exceeding 1.5 times throughout
the tenure of the Sukuk Programme. The D:E Ratio is the ratio of indebtedness of the Obligor represented by:
(i) the obligations of the Obligor under the Purchase Undertaking (which is deemed to be an amount equivalent
to the aggregate nominal value of all outstanding Sukuk, adjusted to be equivalent to the accreted value on
the date the D:E Ratio is calculated);
(ii) all other indebtedness of the Obligor for borrowed monies (be it actual or contingent and whether Islamic or
conventional) for principal only, hire purchase obligations, finance lease obligations, net exposure determined
on a marked to market basis under any derivative instrument and obligations/contingent liabilities under
guarantees/call or put options of the Obligor but excluding (a) any inter company loans which are subordinated
to the Sukuk, (b) non-recourse indebtedness incurred by the Obligor’s subsidiaries and (c) any performance
bonds/performance guarantees/shareholder undertakings in relation to cost overruns issued by the Obligor in
respect of projects undertaken by the Obligor and/or its subsidiaries;
to the shareholders’ funds of the Obligor including, if any, preference equity, subordinated shareholders’ advances/
loans and retained earnings/losses less intangibles (if any).
The maturity profile of PLUS SPV Sukuk is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
PLUS
(a)(ii) Senior Sukuk
Group
2008 2007
RM’000 RM’000
3,000,000 3,550,000
The Senior Sukuk is constituted by the Trust Deed dated 18 December 2007 entered into by PLUS and the Trustee
for the holders of the Senior Sukuk.
The Senior Sukuk was issued on 27 December 2007 with a nominal value of RM3,550 million under the Islamic
principle of Musyarakah which is a contract of partnership in a venture. Under this structure, potential investors
formed a Musyarakah among themselves to invest in the Senior Sukuk.
The Senior Sukuk were issued in 10 series as primary sukuk with maturities commencing from 2008 to 2017. The
expected return specified for each series of primary sukuk is represented by secondary sukuk. The face value of
secondary sukuk are computed based on the expected return specified for each series of primary sukuk i.e. from
5.70% to 7.50% per annum. The secondary sukuk are redeemable every six months commencing 30 May 2008.
The proceeds of the Senior Sukuk was utilised to replace BAIDS of which RM3,550 million in nominal value was
outstanding. Hence, no additional proceeds were raised from the issuance of the Senior Sukuk. The Senior Sukuk
was issued at par to the face value, to the existing holders of the BAIDS in exchange for the surrender and
cancellation by such holders of their respective BAIDS. The existing holders of the BAIDS were allotted with such
amount of the nominal value of the Senior Sukuk which is equivalent to the amount of nominal value of the BAIDS
as held by them at a certain cut off date.
(i) PLUS must maintain a Finance Service Coverage Ratio (“FSCR”) of at least 1.25 times on each calculation date,
being 30 June and 31 December in each year. The FSCR shall be at least 2.25 times prior to any payment or
declaration of dividend, or any advances;
(ii) PLUS must maintain a Finance Service Reserve Account (“FSRA”) at any time during the tenure of the Senior
Sukuk which has a minimum balance equivalent to the next 12 months’ finance service due under the Senior
Sukuk. The amount therein may be withdrawn to meet any payment under the Senior Sukuk, provided always
that PLUS shall transfer monies into such account within 30 days from such withdrawal to maintain the
minimum balance described above; and
(iii) PLUS must maintain a Maintenance Reserve Account (“MRA”) at any time during the tenure of the Senior
Sukuk which has a minimum balance equivalent to the projected capital expenditure of the Expressways for
the next six months. Such capital expenditure shall exclude the total cost for the Additional Works of up to
RM1,042.48 million. However, a minimum balance may be withdrawn to meet any payment of the projected
capital expenditure for Expressways, subject always to the condition that PLUS shall transfer monies into the
MRA within 30 days of such withdrawal to maintain the minimum balance described above.
The maturity profile of Senior Sukuk is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
1,660,015 1,561,724
The Sukuk Series 1 are constituted by a Trust Deed dated 28 September 2006 entered into by PLUS and the Trustee
for the holders of the Sukuk Series 1.
Sukuk Series 1 was issued on 10 October 2006 under the Islamic principle of Musyarakah with a nominal value of
RM2,260 million via exchange for BBA Serial Bonds previously issued on 20 December 2002. Sukuk Series 1 are
negotiable non-interest bearing secured Bonds in bearer form evidencing a promise by PLUS to pay stated sums
on specified dates. The Sukuk Series 1 are issued in 12 series with tenures from 8.5 years to 14 years from the date
of issue. The profit margin ranges from 5.75% to 6.95% per annum and is compounded semi-annually.
The maturity profile of Sukuk Series 1 is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount outstanding of the Sukuk
Series 1 will become immediately due and payable.
1,322,056 1,238,078
The Sukuk Series 2 are constituted by a Trust Deed dated 28 September 2006 entered into by PLUS and the Trustee
for the holders of the Sukuk Series 2.
Sukuk Series 2 was issued on 10 October 2006 under the Islamic principle of Musyarakah with a nominal value of
RM2,410 million via exchange for Zero Serial BBA previously issued on 17 June 2005. Sukuk Series 2 are negotiable
non-interest bearing secured Bonds in bearer form evidencing a promise by PLUS to pay stated sums on specified
dates. The Sukuk Series 2 are issued in 4 series with tenures from 11 years to 14 years from the date of issue. The
profit margin ranges from 6.35% to 6.95% per annum and is compounded semi-annually.
The Sukuk Series 2 entitle holders of the Sukuk Series 2 to a one-off payment of the Exercise Price on the Maturity
Date and Distribution on the Distribution Date.
The maturity profile of Sukuk Series 2 is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount outstanding of the Sukuk
Series 2 will become immediately due and payable.
950,154 592,425
The Sukuk Series 3 are constituted by a Trust Deed dated 28 September 2006 entered into by PLUS and the Trustee
for the holders of the Sukuk Series 3.
PLUS issued 2 tranches of Sukuk Series 3 under the Islamic principle of Musyarakah with a nominal value of
RM1,375 million on 10 October 2006 with tenures of 14 years and 15 years from the date of issue. Further, PLUS
has issued the third tranche with a nominal value of RM700 million on 29 May 2008 with a tenure of 14 years from
the date of issue. Sukuk Series 3 are negotiable non-interest bearing secured Medium Term Notes (“MTNs”) in
bearer form evidencing a promise by PLUS to pay stated sums on specified dates.
The profit margin ranges from 5.95% to 6.52% per annum and is compounded semi-annually.
There will be two (2) types of Sukuk Series 3 namely those MTNs with Periodic Payments and those MTNs without
Periodic Payments provided that Sukuk Series 3 involving MTNs with Periodic Payments may only be issued upon
either (a) redemption in full of the Senior Sukuk, the Sukuk Series 1 and the Sukuk Series 2; or (b) consent of the
holders of the Senior Sukuk, the Sukuk Series 1 and the Sukuk Series 2; or (c) from 30 June 2019 onwards,
whichever earlier.
MTNs with Periodic Payments will be entitled to Periodic Payments and a payment of the Exercise Price.
MTNs without Periodic Payments will only be entitled to a one-off payment of the Exercise Price on the Maturity
Date and Distribution on the Distribution Date.
The maturity profile of Sukuk Series 3 is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount outstanding of the Sukuk
Series 3 will become immediately due and payable.
704,028 746,867
704,028 746,867
On 28 February 2003, ELITE issued an Islamic debt security, the BAIDS of RM800 million to investors, where part of
the proceeds of the issuance of the BAIDS was used to repay an amount then owing to commercial lenders
comprising banks or merchant banks, the Employees’ Provident Fund Board and Danaharta Urus Sdn Bhd
(collectively known as “TL Facility Lenders”) under a Term Loan Facility Arrangement and commercial lenders who
are discount houses and fund managers (collectively known as “Scheduled Creditors”) under a Scheduled Payment
Arrangement.
The BAIDS are negotiable non-interest bearing secured Primary Bonds together with non-detachable Secondary
Bonds. The Primary Bonds were issued in 10 tranches, with maturity commencing from 2006 to 2015.
Each tranche of the BAIDS is divided into a specific number of Primary Bonds in pre-determined face values to
which are attached an appropriate number of Secondary Bonds, the face value of which represents the semi-
annual profit of the bonds. The Secondary Bonds are redeemable every six months after the issue date. The face
value of the Secondary Bonds are computed on the profit margins specified for each tranche of the Primary Bonds,
i.e. from 5.5% to 8.0% per annum.
The maturity profile of BAIDS is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount of the BAIDS, that is the
Cost Portion of the Sale Portion, and the profit element next due will become immediately due and payable.
BAIDS 163,176 —
Accreted profit element 13,133 —
176,309 —
176,309 —
The KLBK BAIDS are constituted pursuant to a Trust Deed between KLBK and Malaysian Trustees Berhad dated
5 July 2005. The Company issued RM247,000,000 secured Primary BAIDS based on the Islamic financing principle
of Bai Bithaman Ajil.
The Primary BAIDS comprise 25 series, with total proceeds of RM173,176,140 and redemption value of
RM247,000,000, maturing annually from year 2005 to year 2022. Attached to the Primary BAIDS are non-detachable
Secondary BAIDS which represents the profit element attributable to the Primary BAIDS. The profit rate is 4.0% per
annum and the profit is payable semi-annually on each series of the Primary BAIDS. The Secondary BAIDS have a
face value of RM119,540,000.
The profit element on the Primary BAIDS is recognised as finance cost over the tenure of the Primary BAIDS’ series
and is charged to the income statement as an expense in the financial year it is incurred.
The maturity period of BAIDS is analysed in Note 34, “Maturity Profit of Bonds and Borrowings”.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT
Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT (continued)
Group Company
Note 2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
LINKEDUA
Government Loan
– Principal and capitalised interest 993,269 954,765 — —
– Accrued interest 81,051 38,504 — —
PLUS BKSP
Term loan (a)(iii) 87,457 103,497 — —
PEB
Bridging Loans
– Bridging Loan 1 79,300 16,874 79,300 16,874
– Accrued interest 185 29 185 29
(c) ELITE
Amount due to Government (c)(i) 38,096 38,096 — —
33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT (continued)
ELITE
(a)(i) Government Loans
ELITE entered into an agreement on 15 December 2000 with the Government whereby the Government provides
financing up to a maximum of RM100 million, at an interest rate of 8% per annum capitalised on an annual
basis.
The Government and ELITE entered into a Supplemental Loan Agreement (“SLA”) and Additional Government Loan
Agreement (“AGLA”) dated 15 January 2003, whereby the Government agreed to waive ELITE’s obligation to pay
interest on the then existing Government Loans with effect from 15 December 2000 to 31 December 2001 and to
provide ELITE with an interest free term loan facility at a principal of RM300 million. It was also agreed that the
aforesaid existing Government Loan shall be interest free with effect from 1 January 2002 to the final repayment
date.
Pursuant to ELITE’s SLA and AGLA, the Government Loan and Additional Government Loan are repayable in full on
30 June 2015 or on the BAIDS expected final maturity date of 28 February 2015, whichever earlier.
The maturity profile of the ELITE’s Government Loans is analysed in Note 34, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
LINKEDUA
(a)(ii) Government Loan
LINKEDUA’s Government Loan is repayable in 13 semi-annual installments ranging from RM58 million to RM346
million commencing from 14 June 2014 and bears interest at rate of 8% per annum (2007: 8% per annum).
The maturity profile of the LINKEDUA’s Government Loan is analysed in Note 34, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
PLUS BKSP
(a)(iii) Term Loan
The term loan is denominated in Indian Rupees, bears interest rate of 10.00% per annum and secured by future
toll collection of PLUS BKSP.
The maturity profile of the borrowing is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT (continued)
PEB
(b)(i) Bridging Loans
PEB has entered into loan agreements with CIMB Bank for Bridging Term Loans 1 and 2 on 19 September 2007
and 13 December 2007 respectively. These Bridging Loans are interest bearing loans on clean basis and the
facilities shall be repaid from the proceeds of the issuance of the PLUS SPV Sukuk. Bridging Loan 1 has a tenure
of six (6) months from the date of the first drawdown of the loan with an option to extend for a further 6 months
at the Lender’s discretion or upon first issuance of the PLUS SPV Sukuk, whilst Bridging Loan 2 has a tenure of
three (3) months from the date of the first drawdown of the loans with an option to extend for a further 3 months
at the Lender’s discretion or upon first issuance of the PLUS SPV Sukuk.
During the year Bridging Loan 2 has been partially repaid with an amount of RM760.05 million from the proceeds
of the first issuance of the PLUS SPV Sukuk. Subsequently, both Bridging Loan 1 and 2 have been extended to
13 December and 18 December 2009 respectively.
The maturity profile of the borrowing is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
ELITE
(c)(i) Amount due to Government
Under the Supplemental Concession Agreement entered on 9 January 1997 between the Government of Malaysia
and ELITE, ELITE undertook to implement the design, construction, maintenance, operation and management of
three additional interchanges namely the Putrajaya Interchange, the proposed Salak Tinggi Interchange (later
relocated to Ampar Tenang and thereafter called the Ampar Tenang Interchange) and Bandar Baru Nilai Interchange
along the NSECL Expressway, and an extension of the KLIA Expressway (“Additional Expressway”).
To assist in the financing of the acquisition of the additional land required of the above Additional Expressway, the
Government of Malaysia agreed to pay to third parties on behalf of ELITE an amount in aggregate not exceeding
RM120 million (referred to as the “Reimbursement Land Cost”). The Reimbursement Land Cost is interest free and
is payable by ELITE to the Government in four equal installments, as follows:
As at 31 December 2008, the amount payable to the Government was RM38,095,662 (2007: RM38,095,662).
Between 1 Between
Within 1 and 2 2 and 5 After 5
Year Years Years Years Total
Note RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2008
PEB
PLUS SPV Sukuk 32(a)(i) — — 291,124 485,050 776,174
Bridging Loans 33(b)(i) 325,806 — — — 325,806
PLUS
Senior Sukuk 32(a)(ii) 550,000 1,100,000 950,000 400,000 3,000,000
Sukuk Series 1 32(a)(iii) — 342,691 902,085 415,239 1,660,015
Sukuk Series 2 32(a)(iv) — — — 1,322,056 1,322,056
Sukuk Series 3 32(a)(v) — — — 950,154 950,154
ELITE
BAIDS 32(a)(vi) 68,169 83,478 382,482 169,899 704,028
Government Loans 33(a)(i) — — — 389,917 389,917
LINKEDUA
Government Loan 33(a)(ii) — — — 1,074,320 1,074,320
KLBK
BAIDS 32(a)(vii) 4,963 7,769 15,592 147,985 176,309
PLUS BKSP
Term loan 33(a)(iii) 6,995 14,424 71,542 1,491 94,452
31 December 2007
PEB
Bridging Loans 33(b)(i) 898,466 — — — 898,466
PLUS
Senior Sukuk 32(a)(ii) 550,000 550,000 1,450,000 1,000,000 3,550,000
Sukuk Series 1 32(a)(iii) — — 627,078 934,646 1,561,724
Sukuk Series 2 32(a)(iv) — — — 1,238,078 1,238,078
Sukuk Series 3 32(a)(v) — — — 592,425 592,425
ELITE
BAIDS 32(a)(vi) 42,838 68,169 83,480 552,380 746,867
Government Loans 33(a)(i) — — — 389,917 389,917
LINKEDUA
Government Loan 33(a)(ii) — — — 993,269 993,269
PLUS BKSP
Term loan 33(a)(iii) 5,881 21,026 22,692 59,779 109,378
(b) An assignment of the Issuer’s revenue and income including but not limited to any dividends and distributions,
whether income or capital in nature.
(b) An assignment (ranking first in point of security) of the rights over the Concession, Construction Guarantees
(other than the Performance Bonds), Construction Contracts and Insurance.
(c) A debenture over the fixed and floating assets of PLUS (other than those security interest already covered
under (a) and (b) above, the Performance Bonds, the Performance Bonds Proceeds Account, the Proceeds
Account, Distribution Account 1, Distribution Account 2, Distribution Account 3, Payment Account 1, Payment
Account 2, Payment Account 3 and all the credit balances therein as well as the Charged Amount 1, Charged
Amount 2 and Charged Amount 3).
(d) An assignment (ranking first in point of security) over PLUS’ rights, title and interest in the Additional Project
Agreements.
(e) An assignment (ranking second in point of security after the Government) over the Performance Bonds and
Performance Bonds Proceeds Account.
The security documents shall all form part of the terms of the Senior Sukuk.
The Security Trustee shall hold the benefit of the Security for the Designated Debt financiers (as defined below)
ranking pari passu amongst themselves subject to the following:
(a) the security in respect of the Performance Bonds and Performance Bonds Proceeds Account shall rank second
after the assignment of the same in favour of the Government; and
(b) the security in respect of the FSRA (as hereinafter defined) shall rank as between the Designated Debt financiers
as follows:
(ii) ranking second, the lenders of the Maintenance Bond Facility and Overdraft Facility (excluding the Trade
Lines) which shall rank pari passu amongst themselves.
The Proceeds Account and all credit balances in the Proceeds Account are excluded from the Security and are for
the benefit of the Government.
The Distribution Account 2 (and all credit balances therein) and the Distribution Amount 2, and the Payment
Account 2 (and all credit balances therein) and the Charged Amount 2 are excluded from the Security and is held
for the benefit of/charged to the holders of the Sukuk Series 2 respectively.
The Distribution Account 3 (and all credit balances therein) and the Distribution Amount 3, and the Payment
Account 3 (and all credit balances therein) and Charged Amount 3 are excluded from the Security and is held for
the benefit of/charged to the holders of the Sukuk Series 3.
The Sukuk Series 1 Security Account to receive the Sukuk Series 1 Charged Amounts shall be solely managed by the
Sukuk Series 1 Trustee.
The Sukuk Series 1 Charged Amounts are the sum not exceeding RM400 million of the positive Cash Flow Proceeds
per calendar year in respect of the period commencing 1 January 2011 to 31 December 2015 and RM260 million in
respect of the period from 1 January 2016 to 31 December 2016.
– Six months prior to and ending on the date falling 65 days before maturity date of the Sukuk Series 1 (the
“Relevant Period”), PLUS shall determine the excess cash flow of PLUS (other than proceeds from the issuance of
new shares by PLUS and excluding the FSRA and MRA) at the end of each Relevant Period after providing or
payment, as the case may be, for the following:
(i) for PLUS’s budgeted operating and capital expenditure requirements for the following Relevant Period;
(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;
(iii) to the FSRA and MRA during the said Relevant Period; and
(iv) in respect of the redemption of Senior Sukuk during the said Relevant Period.
The Sukuk Series 2 Charged Amounts in relation to each series of the Sukuk Series 2 shall be deposited into the
Sinking Fund Account within five (5) days after the certification of the Cash Flow Proceeds by the auditors (which
shall be within thirty (30) days from the end of each Determination Period) and in any event not less than 30 days
prior to the maturity date of the relevant series of the Sukuk Series 2.
– PLUS shall determine its excess revenue and income (other than proceeds from the issuance of new shares by
PLUS and excluding the FSRA and MRA) at the end of a Determination Period after providing or payment, as the
case may be, for the following:
(i) for PLUS’s budgeted operating and capital expenditure requirements for the following Determination
Period;
(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;
(iii) to the FSRA and MRA during the said Determination Period;
(iv) in respect of the Senior Sukuk during the said Determination Period; and
(v) in respect of the Sukuk Series 1 during the said Determination Period.
“Determination Period” means the period beginning six (6) months and 65 days prior to the maturity date of each
tranches of the Sukuk Series 2 and ending on the date falling sixty five (65) days before the maturity date of that
tranches of the Sukuk Series 2.
1 350.0 11
2 650.0 12
3 800.0 13
4 610.0 14
Total 2,410.0
The proceeds in the Sinking Fund Account shall be utilised towards redemption of the Sukuk Series 2 on their
respective maturity dates. The Sinking Fund Account shall be operated solely by the Trustee.
The Sukuk Series 3 Charged Amounts in relation to each series of the Sukuk Series 3 shall be deposited into the
Sinking Fund Account within five (5) days after the certification of the Cash Flow Proceeds by the auditors (which
shall be within thirty (30) days from the end of each Determination Period) and in any event not less than 30 days
prior to the maturity date of the relevant series of the Sukuk Series 3.
– PLUS shall determine its excess revenue and income (other than proceeds from the issuance of new shares by
PLUS and excluding the FSRA and MRA) at end of Determination Period after providing or payment, as the case
may be, for the following:
(i) for PLUS’s budgeted operating and capital expenditure requirements for the following Determination
Period;
(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;
(iii) to the FSRA and MRA during the said Determination Period;
(iv) in respect of the Senior Sukuk during the said Determination Period;
(v) in respect of the Sukuk Series 1 during the said Determination Period; and
(vi) in respect of the Sukuk Series 2 during the said Determination Period.
“Determination Period” means the period beginning six (6) months and 65 days prior to the maturity date of each
tranches of the Sukuk Series 3 and ending on the date falling sixty five (65) days before the maturity date of that
tranches of the Sukuk Series 3.
1 675.0 14
2 700.0 15
3 700.0 14
Total 2,075.0
The proceeds in the Sinking Fund Account shall be utilised towards redemption of the Sukuk Series 3 on their
respective maturity dates. The Sinking Fund Account shall be operated solely by the Trustee.
a) By way of a first fixed charge, over the Credit Balances, Revenue Account, Additional Operating Account and
Finance Service Account;
b) By way of a first floating charge, over the Capex Account and Operations Account;
c) An assignment of ELITE’s rights, title, benefits and interest in relation to the toll derived or arising under the
Concession Agreement;
d) An assignment of ELITE’s rights, title, benefits and interest under the Toll Revenue Collection Agreement made
between ELITE and PLUS;
e) A fixed and floating charge over ELITE’s present and future assets and undertakings;
g) An assignment of ELITE’s rights, title, benefits and interest under the Concession, Advertising Agreement,
Maintenance Work Contract, Project Management Agreement, Maintenance Management & Technical
Professional Service Agreement, Electrical, Electronic & Energised Systems Maintenance Agreement, Service
Provider Agreement and the Performance Bond.
The Security Trustee shall hold the benefit of the Security Documents for the benefits of the Secured Indebtedness
ranking amongst themselves in the following manner:
a) ranking first, the Government Loans and the BAIDS shall rank pari passu among themselves; and
a) The Security in respect of ELITE’s Concession Agreement, Novation Agreement, SCA, SSCA, and TSCA, which
shall be held by the Security Trustee only for the BAIDS.
b) The Security in respect of the Performance Bonds shall rank in the following manner:
• firstly, the Government Loans; and
• secondly, the BAIDS.
(a) an assignment and charge (ranking pari passu in point of security) of the rights over the Construction Contracts,
Insurance and Performance Bonds;
(b) charge over Security Account 3 and Security Account 5 (ranking pari passu in point of security) being the
accounts maintained for the surplus cash flow for the purpose of Government Loan repayment and for the
proceeds of any issuance of new shares respectively.
(c) a charge over the Toll Amounts and the credit balances therein (ranking pari passu in point of security); and
(d) a debenture over the fixed and floating assets of LINKEDUA (other than those security already covered under
(a) and (b) above) ranking pari passu in point of security.
(i) any freehold or leasehold property from time to time and at any time owned by KLBK;
(ii) all the goodwill of KLBK, any patents, trade marks, copyrights, registered designs and similar assets or
rights from time to time and at any time owned by KLBK, and any uncalled capital from time to time and
at any time of KLBK; and
(iii) all book debts and other debts and all other amounts whatsoever from time to time and at any time due,
owing or payable to KLBK, and the benefit of any Security Interests from time to time and at any time held
by KLBK in respect of any such debts or amounts including such amounts as invested by KLBK from the
amounts standing to the credit of any accounts charged to the Security Agent and any income derived
thereon.
(b) by way of first floating charge, the undertaking of KLBK and all its other property, assets, revenues and rights,
whatsoever and wheresoever, both present and future (including any Permitted Investments not charged
pursuant to (viii)(a) above).
(b) all its present and future rights, title and interest in and under the Insurance including all amounts whatsoever
payable under the Insurance and all other rights accruing to KLBK thereunder including all claims and any
returned premiums;
(c) the right to pursue any action, proceeding, suit or arbitration arising in relation to any of the rights assigned
to the Security Agent pursuant to this security and to enforce such rights in the name of the Security Agent or
of KLBK.
36 RETIREMENT BENEFITS
PLUS and ELITE operate an unfunded, defined benefit Retirement Benefit Scheme (“the Scheme”) for their personnel
whose employment contracts were transferred in 1988 from Malaysian Highway Authority, pursuant to the Concession
Agreement. Under the Scheme, eligible employees are entitled to retirement benefits in accordance with a pre-
determined formula as follows:
Retirement Benefits as at 31 December = (2 X last drawn monthly basic salary X length of service with the company)
– EPF Offset*
* Defined as total employer’s contributions to the EPF, made at the statutory employer’s contribution rate and
accumulated EPF dividend.
Group
2008 2007
RM’000 RM’000
1,423 1,396
2008 2007
% %
The Group valued its retirement benefits obligation in accordance with the actuarial valuation prepared by an independent
actuary.
In the current year, RM1,403,783 and RM19,178 was charged to the direct cost of operations and general and
administration expenses respectively. In 2007, RM1,321,639 and RM74,923 was charged to the direct cost of operations
and general and administration expenses respectively.
Group
2008 2007
RM’000 RM’000
37 DEFERRED LIABILITIES
Deferred liabilities comprise fees received in advance for future maintenance expenditure to be incurred, in consideration
for right-of-way access granted by PLUS and ELITE, and rentals received in advance and toll compensation received by
KLBK, analysed as follows:
Group
2008 2007
RM’000 RM’000
126,924 51,441
Analysed as:
Deferred liabilities realisable within 12 months 1,187 —
Deferred liabilities realisable after 12 months 125,737 51,441
126,924 51,441
(i) Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range from 30 days
to 60 days.
20,445 44,638
On 17 November 2007, PLUS had executed the Proceeds Account Agreement with the Government to formalise the
rights, utilisation and administration of the amount received from the Government for the Additional Works of RM680.59
million and the interest earned therefrom. Pursuant to the TSCA, the amount shall be utilised solely for the purposes of
the Additional Works and together with the interest earned, have been deposited into the Proceeds Account as disclosed
in Note 26.
41 CAPITAL COMMITMENTS
Group Company
2008 2007 2008 2007
RM’000 RM’000 RM’000 RM’000
The Group has various other financial instruments such as trade and sundry payables that arise directly from operations,
amount owing by/(to) subsidiaries, amount owing by/(to) related companies, amount owing by/(to) immediate holding
company, and sundry receivables.
The following disclosures exclude sundry receivables, amount owing by/(to) subsidiaries, amount owing by/(to) related
companies, amount owing by/(to) immediate holding company, toll compensation recoverable from the Government,
amount received from the Government for Additional Works, Reimbursable Land Cost, trade and sundry payables.
The Group reviews and agrees policies for managing each of the risks summarised below:
a) Interest Rate Risk
The Group obtains its external financing through PLUS SPV Sukuk, Senior Sukuk, Sukuk Series 1, Sukuk Series 2,
Sukuk Series 3, BAIDS, Government Loans, Overdraft Facility, Trade Facilities, Maintenance Bond Facilities, Bridging
Loans and term loan. The Group’s profit element for PLUS SPV Sukuk, Senior Sukuk, Sukuk Series 1, Sukuk Series 2,
Sukuk Series 3, BAIDS and interest on Government Loan and term loan are based on agreed fixed rates respectively,
while the interest payable for Bridging Loans range from 4.47% to 4.80% per annum. Interest on the Overdraft
Facilities is the margin of 0.75% per annum over the base lending rate.
Information relating to the Group’s interest rates and profit element on borrowings and bonds are disclosed in Notes
7, 32 and 33. Details of the remaining maturities of the Group’s financial liabilities are disclosed in Note 34.
Group
2008 2007
RM’000 RM’000
10,473,231 10,080,124
The weighted average interest rate/profit element per annum and average period on the financial liabilities as at 31
December 2008 were as follows:
Group
2008 2007
2,464,227 2,596,701
The short term deposits and short term investments placed with the licensed banks and corporate issuers in
Malaysia attracted interest/profit element during the year at rates ranging from 2.50% to 4.55% (2007: 2.65% to
4.07%) per annum whereas the profit obtained from long term investments in Malaysia was 7.99% (2007: 7.99%).
The short term and long term deposits of foreign subsidiaries placed with their respective local banks attracted
interest rates ranging from 7.50% to 13.00% (2007: 7.00% to 7.50%) per annum.
The maturity dates for fixed rate financial assets during the period range between 1 day to 72 months (2007: 1 day
to 72 months).
Note ii
Financial assets on which no interest is earned comprise cash and bank balances.
b) Market Risk
The Group holds investment in quoted shares and Commercial Paper/Securities/Medium Term Notes/Bond. The
value of the securities is subject to fluctuations as a result of changes in market prices whether those changes are
caused by factors specific to the individual security or its issuer or factors affecting all securities traded in the market.
The investment in Commercial Paper/Securities/Medium Term Notes/Bond are held to maturity.
d) Credit Risk
Credit risks, or the risk of counterparties defaulting, are controlled by the application of credit limits and monitoring
procedure. The Group has no significant concentrations of credit risk as the majority of its deposits are placed with
various major financial institutions in Malaysia.
The toll compensation recoverable from the Government of Malaysia is not exposed to any credit risk to PLUS other
than if there are any amounts due from the Government upon expiry of the Concession Period in 2038, which will
be required to be unconditionally waived by PLUS, as disclosed in Note 3(i)(b). However, the toll compensation
arrangement further provides that the parties may in good faith, make necessary adjustment or variation to the
arrangement to restore PLUS’s position if there is any change in law that may prevent the parties from successfully
implementing the toll compensation arrangement.
e) Liquidity Risk
The Group’s objectives on liquidity are to maintain a balance between meeting debt service obligations and
covenants, Expressway capital and operating expenditure and meeting shareholder distribution expectations.
Undrawn committed facilities available as at 31 December 2008 in respect of the financial liabilities comprise a bank
overdraft facility of RM1 million (2007: RM51 million) and a bridging loan of RM130.70 million.
g) Fair Values
The carrying amount of the financial assets and liabilities of the Group at the balance sheet date approximate their
fair value except for the following:
Group
2008 2007
Carrying Fair Carrying Fair
Amount Value Amount Value
Note RM’000 RM’000 RM’000 RM’000
* inclusive of profit element approximately RM17.78 million (2007: RM20.42 million) in sundry payables.
** inclusive of profit element approximately RM15.87 million (2007: RM16.67 million) in sundry payables.
*** inclusive of profit element approximately RM4.35 million (2007: nil) in sundry payables.
The following methods and assumptions are used to estimate the fair values of the following classes of financial
instruments:
(i) Cash and Cash Equivalents, Islamic Commercial Papers/Medium Term Notes, Trade and Other Receivables/Payables
and Intercompany Balances
The carrying amounts approximate the fair value due to the relatively short term maturity of these financial
instruments.
(iii) Borrowings
PLUS SPV Sukuk, Sukuk Series 1, 2 and 3 are estimated by discounting the expected future cash flows using
the indicative market rates available for each of the series.
43 SIGNIFICANT EVENTS
(i) Acquisitions of KLBK
On 13 March 2008, PEB completed the acquisition of the entire issued and paid-up share capital of KLBK for a total
cash consideration of RM134 million from MMC.
KLBK is the concessionaire for the BKE pursuant to a concession agreement dated 28 June 1994 (as supplemented
from time to time) entered into between the Government of Malaysia and KLBK in connection with the design,
construction, management, operation and maintenance of the BKE for a concession period of 32 years which expires
in 2026. The BKE is a dual two lane carriageway and has a total length of approximately 17 kilometres from Kulim
in Kedah to Seberang Perai in Penang.
The remaining 15% and 25% of CCTW are held by PT Bakrie & Brothers Tbk and PT Capitalinc Investment Tbk
(formerly known as PT Global Financindo Tbk) respectively.
CCTW is incorporated in Indonesia as a limited liability foreign capital participation company to undertake and
implement the 25.4-kilometre Package 4 Cimanggis-Cibitung Toll Road in Indonesia.
(iv) Issuance of RM4,000 million nominal value PLUS SPV Sukuk Medium Term Notes programme (“PLUS SPV
Sukuk”) by PLUS SPV Berhad
On 27 June 2008, the Company through an independent special purpose company, PLUS SPV Berhad (“PLUS SPV”),
issued Islamic securities in accordance with the principle of Musyarakah amounting to RM1,055 million nominal
value (RM762 million present value on the issue date) under the RM4,000 million nominal value of PLUS SPV Sukuk
to partially refinance the bridging loan facility of RM1,006 million pursuant to a facility agreement dated
13 December 2007.
44 SEGMENTAL REPORTING
(a) Reporting format
The primary segment reporting format is determined to be geographical segments as the Group’s risks and rates of
return are affected predominantly by differences in the countries operated. Secondary information is reported
segmentally. The operating businesses are organised and managed separately according to the geographical areas,
with each segment representing a strategic business unit that serves different markets.
(i) Malaysia – the operations in this area are principally investment holding and provision of expressway operation
services.
(ii) India and Mauritius – the operation in this area are investment holding and expressway operation services.
The following table provides an analysis of the Group’s carrying amount of segment assets and capital expenditure,
analysed by geographical segments:
On 18 June 2008, the PLUS Expressways Berhad Group sought approval for a shareholders’ mandate for the PLUS Expressways
Berhad Group to renew and enter into new Recurrent Transactions (as defined in the Circular to Shareholders dated 26 May
2008) in their ordinary course of business with related parties (“Shareholders Mandate”) as defined in Chapter 10 of the Bursa
Malaysia Securities Berhad Listing Requirement. The breakdown of the aggregate value received/receivable or paid/payable
for the said Recurrent Transactions made from the date the Shareholders Mandate came into effect up to 31 December 2008
are as follows:-
RM
1. Construction and other related works for the widening of certain stretches of the Expressway and NIL
the modification of the Expressway between Jelapang and Ipoh Selatan Toll Plaza (“Additional
Works”) by UEM and its subsidiaries and associated companies for PLUS.
2. Collaboration arrangements for the purpose of tendering for overseas and local projects by UEM NIL
and its subsidiaries and associated companies for PLUS Expressways.
3. Provision of Operation Support Services and other transactions in relation to or arising therefrom. 984,316.92
4. Provision of maintenance works in relation to the Expressways and its Ancillary Facilities. 16,293,304.77
5. Construction and other related works in relation to Expressways, including the Ipoh-Lumut Road and NIL
Diamond Interchange and the proposed second exit to Ipoh City.
6. Provision of IT related services, maintenance and upgrading works and supply of IT equipment and 6,692,670.00
software, electrical and toll equipment spares in relation to the Expressways and Ancillary Facilities
to PLUS Expressways Group.
7. Provision of services in relation to Touch n’ Go cards and SmartTAG including the relevant accessories 1,602,308.39
to PLUS Expressways Group.
8. Grant of access to enter the Expressways and its Ancillary Facilities for carrying out of relevant works NIL
by UEM and its subsidiaries and associated companies for PLUS Expressways Group.
9. Provision of IT related services including consultation and maintenance, supply of IT equipment and NIL
software and provision of Point of Sales System by TIME and its subsidiaries and associated
companies for PLUS Expressways Berhad.
10. Provision of upgrading works in relation to the Expressways and its Ancillary Facilities by UEM 6,934,859.80
Builders and its subsidiaries and associated companies for PLUS Expressways Group.
11. Grant of access by PLUS to Telekom to enter the Expressways and its Ancillary Facilities for the 1,000.00
carrying out of relevant works in relation to telecommunication.
12. Grant of access by PLUS to TNB to enter the Expressways and its Ancillary Facilities for the carrying 64,000.00
out of relevant works in relation to power supply.
13. Construction and other related works in relation to toll road projects in India to PLUS Expressways NIL
Group.
14. Construction and other related works in relation to toll road projects in Indonesia to PLUS NIL
Expressways Group.
1. UEM and its subsidiaries and associated companies UEM is a major shareholder of PLUS Expressways Berhad. UEM
also has indirect interest in PLUS held through PLUS Expressways
Berhad.
2. PLUS BKSP Toll Limited (“PLUS BKSP”) PLUS Expressways has direct and indirect interest in PLUS BKSP
through its wholly-owned subsidiary, PLUS Kalyan (Mauritius)
Private Limited.
3. TIME and its subsidiaries and associated companies UEM is a major shareholder of TIME. TIME being an associate
company of UEM.
4. UEM Builders and its subsidiaries and associated UEM Builders Berhad is a wholly-owned subsidiary of UEM. UEM
companies also has indirect interest in PROPEL held through UEM Builders
Berhad.
5. Telekom Malaysia Berhad (“Telekom”) and its Khazanah is a major shareholder of Telekom. UEM is a wholly-
subsidiaries owned subsidiary of Khazanah.
6. Tenaga Nasional Berhad (“TNB”) and its subsidiaries Khazanah is a major shareholder of TNB.
Note:
* Held via UEM Group Berhad
Directors’ Direct and Indirect Interest in the Company and its Related Corporations as per
the Register of Directors
% of issued
Name of Director No of Shares held capital
% of issued
Name of Director No of Shares held capital
* 666,000 ordinary shares of RM0.50 each in UEM Land Holdings Berhad issued to replace the 567,800 UEM World Berhad
shares held pursuant to the distribution of the dividend-in-specie by UEM World Berhad
** Include balance of 1,000,000 shares in UEM World Berhad which was exchanged for 1,250,000 ordinary shares of RM0.50
each in UEM Land Holdings Berhad arising from the distribution of the dividend-in-specie by UEM World Berhad
Name Holdings %
Name Holdings %
Landed properties of the PLUS Expressways Group based on net book value as at 31 December 2008
Note:
^ Revaluation was done on the property by the Stamp Duty office/valuation office for the purpose of determining the stamp duty
for transfer documents.
The aforesaid properties provide accommodation to staff of Projek Lebuhraya Utara-Selatan Berhad who work at the toll plazas
along the expressways.
I/We
(PLEASE USE BLOCK LETTERS)
of (full address)
of
or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the Seventh
Annual General Meeting of the Company to be held at the Banquet Hall, Menara Korporat, Persada PLUS, Persimpangan
Bertingkat Subang, KM15, Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya, Selangor Darul Ehsan on Thursday,
4 June 2009 at 10.00 a.m.
STAMP