2014 - Malakoff · PDF file PT. Teknik Janakuasa POwER gENERATION 93.75% Segari Energy...

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Transcript of 2014 - Malakoff · PDF file PT. Teknik Janakuasa POwER gENERATION 93.75% Segari Energy...

Malakoff Corporation berhad (731568-V)
level 10, Block 4, plaza Sentral Jalan Stesen Sentral 5 50470 Kuala lumpur, MAlAYSIA
tel : 603 2263 3388 Fax : 603 2263 3333
www.malakoff.com.my
A Member of the MMC Group
2015 is a year that we will witness not only of Malakoff’s relisting and market reentrance, but the outlined dedication and commitment of our people who have made it all possible. It will take to the fore their belief, and of the extraordinary endeavour of coming together as one, and in it, powering growth against constant challenges that we have faced. In the end, their achievements speak volume above all.
The Group’s foresight as Captain of the industry, remaining the leading independent power and water producer today is at its most defined moment, a tribute to our people in upholding the corporate values of Malakoff, and their spirit as envisioned towards excellence. With this, the Group’s enduring strength as an environmentally caring company and the directional goals of sustainability continues.
C
goal To be a premier global power and water company
Core Business Power generation and water desalination
CriTiCal sTrengTHs
Project development & execution• Plant operations – license to operate• Financial discipline• Strong governance structure•
Mission Aspiring to become the preferred employer • of choice Deliver superior shareholder value• Sought after as a “partner”• Sustaining “best in class” operating discipline• Earning respect as a “good corporate citizen”•
CorporaTe Values
02 Annual Report 2014
Corporate Profile 07
Corporate Information 08
Directors’ Profile
03
• Asset Performance
• Operation & Maintenance
• Ventures
04 Annual Report 2014
+18.59%
+111.11%
Revenue 4,717,419 5,594,484
PATMI 161,533 341,549
Per share (sen) earnings 46 97
Dividend (gross) per share 42 45
Net assets per share (RM) 11.14 11.28
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
05
Revenue
Shareholders’ Funds
07
CorporaTe proFile Malakoff’s power generation assets are held through a number of subsidiaries and associate companies:
• SEV Power Plant through a 93.75 percent equity interest in Segari Energy Ventures Sdn Bhd (“SEV”)
• GB3 Power Plant through a 75.0 percent equity interest in GB3 Sdn Bhd (“GB3”)
• Prai Power Plant through its wholly-owned subsidiary Prai Power Sdn Bhd (“PPSB”)
• Tanjung Bin Power Plant through a 90.0 percent equity interest in Tanjung Bin Power Sdn Bhd (“TBPSB”)
• Port Dickson Power Plant through a 100 percent equity interest in Port Dickson Power Berhad, via its wholly owned subsidiary Hypergantic Sdn Bhd*
• Kapar Power Station through a 40.0 percent equity interest in Kapar Energy Ventures Sdn Bhd (“KEV”)
• On the international front, we own an effective capacity of 689.6 MW of power and 358,206 m3/day of water desalination. These projects are located in Saudi Arabia, Bahrain, Algeria and Australia.
Furthermore, Malakoff provides services through its wholly-owned subsidiary companies:
• Operation and maintenance (“O&M”) services through wholly-owned Malakoff Power Berhad (“MPower”), and Teknik Janakuasa Sdn Bhd (“TJSB”)
• Electricity distribution activities through Malakoff Utilities Sdn Bhd (“MUSB”) a wholly-owned subsidiary, that currently supplies centralised chilled water and distributes electricity to the landmark Kuala Lumpur Sentral development (“KL Sentral”)
• Project management services for in-house and external projects through Malakoff Engineering (“MESB”), a wholly owned subsidiary of Malakoff.
At Malakoff, we aim to work together with all stakeholders for productive partnerships. We believe that long-term partnerships re-enforce our success. As an asset-centered organisation, we maximise the value of assets we manage for our shareholders and partners. We do this by fully understanding the elements of cost, risk and performance unique to the environment in which we operate.
Malakoff Corporation Berhad (“Malakoff”) is one of the leading independent power and water producers based in Asia with a world- class reputation. Our core business includes power generation, water desalination and operation & maintenance services. In Malaysia, we own an effective generation capacity of 5,346 MW comprising of six power stations that run on gas, oil and coal.
08 Annual Report 2014
MALAKOFF CORPORATION BERHAD
CorporaTe inForMaTion DIRECTORS Y.A.M. TAN SRI DATO’ SERI SYED ANwAR JAMAlullAIl Independent Non-Executive Chairman
DATO’ SRI CHE KHAlIB BIN MOHAMAD NOH Non-Independent Non-Executive Director
DATuK MuHAMAD NOOR BIN HAMID Non-Independent Non-Executive Director
CINDY TAN lER CHIN Non-Independent Non-Executive Director
wAN KAMARuzAMAN BIN wAN AHMAD Non-Independent Non-Executive Director
DATuK OOI TEIK HuAT Non-Independent Non-Executive Director
TAN SRI DATO’ SERI AlAuDDIN BIN DATO’ MOHD SHERIFF Independent Non-Executive Director
DATuK IDRIS BIN ABDullAH Independent Non-Executive Director
DATuK DR. SYED MuHAMAD BIN SYED ABDul KADIR Independent Non-Executive Director
KANAD SINgH VIRK Non-Independent Non-Executive Director
zAlMAN BIN ISMAIl Alternate to Wan Kamaruzaman bin Wan Ahmad
CRAIg ROBERT MARTIN Alternate to Kanad Singh Virk
COMPANY SECRETARIES YEOH SOO MEI (MAICSA 7032259)
[email protected] BAKAR BIN AHMAD (MAICSA 7043879)
AuDIT COMMITEE MEMBERS DATuK DR. SYED MuHAMAD BIN SYED ABDul KADIR Chairman
DATuK IDRIS BIN ABDullAH
DATuK OOI TEIK HuAT
REMuNERATION COMMITTEE MEMBERS Y.A.M. TAN SRI DATO’ SERI SYED ANwAR JAMAlullAIl Chairman
wAN KAMARuzAMAN BIN wAN AHMAD
DATuK DR. SYED MuHAMAD BIN SYED ABDul KADIR
RISK COMMITTEE MEMBERS DATuK IDRIS BIN ABDullAH Chairman
DATuK MuHAMAD NOOR BIN HAMID
DATuK DR. SYED MuHAMAD BIN SYED ABDul KADIR
CINDY TAN lER CHIN
NOMINATION COMMITTEE MEMBERS TAN SRI DATO’ SERI AlAuDDIN BIN DATO’ MOHD SHERIFF Chairman
DATuK IDRIS BIN ABDullAH
DATuK MuHAMAD NOOR BIN HAMID
REgISTERED OFFICE Ground Floor, Wisma Budiman Persiaran Raja Chulan, 50200 Kuala Lumpur Tel : +603-2071 1000 Fax : +603-2026 2378
Level 12, Block 4, Plaza Sentral Jalan Stesen Sentral 5, 50470 Kuala Lumpur Tel : +603-2263 3388 Fax : +603-2263 3333
AuDITORS KPMg
PRINCIPAl BANKER MAlAYAN BANKINg BERHAD
COMPANY ADDRESS Level 10, Block 4, Plaza Sentral Jalan Stesen Sentral 5, 50470 Kuala Lumpur Tel : +603-2263 3388 Fax : +603-2263 3333 Website : www.malakoff.com.my
09
Employees Provident Fund (“EPF”)
MMC Corporation Berhad (“MMC”) Anglo-Oriental (Annuities) Sdn Bhd (“AOA”)* * AOA is a wholly-owned subsidiary of MMC
Kumpulan wang Persaraan (Diperbadankan) (“KwAP”)
Standard Chartered Il & FS Asia Infrastructure growth Fund Company Pte limited (“SCI Asia”)
SEASAF Power Sdn Bhd (“SEASAF”)
30%
22.44%
28.56%
100% Teknik Janakuasa Sdn Bhd
100% Natural Analysis Sdn Bhd I
100% TJSB Services Sdn Bhd
100% TJSB International Limited
20% Saudi-Malaysia Operation & Maintenance Services Company Limited
20% Al-Imtiaz Operation & Maintenance Company Limited
100% TJSB Middle East Limited
31.5% Muscat City Desalination Operation and Maintenance Company LLC
100% TJSB Global Sdn Bhd
49% Hyflux-TJSB Algeria SPA
95% PT. Teknik Janakuasa
75% GB3 Sdn Bhd
90% Tanjung Bin Power Sdn Bhd
40% Kapar Energy Ventures Sdn Bhd
100% Hypergantic Sdn Bhd
100% Tanjung Bin Energy Sdn Bhd
100% Tanjung Bin Energy Issuer Berhad
ElECTRICITY DISTRIBuTION
OPERATION AND MAINTENANCE SERVICES
I Dormant
II Malakoff’s effective equity interest of 20 percent and 12 percent in SAMAWEC and SWEC respectively is held via MGL which holds 40 percent equity interest in MSCSB which in turn holds 50 percent equity interest in SAMAWEC. SAMAWEC holds 60 percent equity interest in SWEC.
lll Malakoff’s effective equity interest of 11.9 percent in SEPCO is held via MGL which holds 40 percent equity interest in MSCSB
which in turn holds 50 percent equity interest in SAMAWEC. SAMAWEC holds 60 percent in SEHCO which in turn holds 97.5 percent equity interest in SEPCO. SAMAWEC also holds a direct equity interest of 1 percent in SEPCO.
IV Malakoff’s effective equity interest of 43.48 percent in SPHL is held via Malakoff Technical (Dhofar) Limited which holds a direct 43.48 percent equity interest in OTPL which in turn holds 100 percent equity interest in SPHL.
V Malakoff’s effective equity interest of 35.7 percent in AAS is held via MADSB which holds 70 percent equity interest in TDIC which in turn holds 51 percent equity interest in AAS.
VI Malakoff’s effective interest of 40 percent in HPC is held via MHHCL which holds 57.14 percent equity interest in MSHHCL which in turn holds 70 percent equity interest in HPC.
VII MWM holds 50 percent participating interest in the unincorporated joint venture of the Macarthur Wind Farm.
11
100% Malakoff Hidd Holding Company Limited VI
57.14% Malakoff Summit Hidd Holding Company Limited VI
40% Hidd Power Company B.S.C (c) (“HPC”) VI
100% Pacific Goldtree Sdn Bhd
100% Skyfirst Power Sdn Bhd
100% Wind Macarthur Holdings (T) Pty. Limited
100% Wind Macarthur (T) Pty. Limited
100% Wind Macarthur Finco Pty. Limited
100% Malakoff Australia Pty. Ltd.
100% Malakoff Holdings Pty. Ltd.
100% Malakoff Wind Macarthur Holdings Pty. Limited
100% Malakoff Wind Macarthur Pty. Limited(“MWM”) VII
100% Spring Assets Limited I
100% Malakoff Capital (L) Ltd I
100% Malakoff International Limited (“MIL”)
100% Malakoff Gulf Limited (“MGL”)
40% Malaysian Shoaiba Consortium Sdn Bhd (“MSCSB”)
20% Saudi-Malaysia Water & Electricity Company Limited (“SAMAWEC”) II
12% Shuaibah Water & Electricity Company Limited (“SWEC”) II
12% Shuaibah Expansion Holding Company Limited (“SEHCO”) III
11.7% 0.2% Shuaibah Expansion Project Company Limited (“SEPCO”) III
100% Malakoff Technical (Dhofar) Limited
43.48% Oman Technical Partners Limited (“OTPL”) IV
43.48% Salalah Power Holdings Limited (“SPHL”) IV
100% Malakoff AlDjazair Desal Sdn Bhd (“MADSB”)
70% Tlemcen Desalination Investment Company SAS (“TDIC”)
35.7% Almiyah Attilemcania SPA (“AAS”) V
100% Malakoff Engineering Sdn Bhd
100% MESB Project Management Sdn Bhd I
100% Tuah Utama Sdn Bhd
20% Lekir Bulk Terminal Sdn Bhd
54% Desa Kilat Sdn Bhd
100% Malakoff R&D Sdn Bhd
OFFSHOREPROJECT MANAgEMENT OTHERS
Delivering
Performance With significant advances made in Malakoff’s consolidated effort to put the Group’s foundational strength well on track, we are making our mark and fully affirmed in the continuity of delivering performance.
Board oF direCTors
Y.A.M. TAN SRI DATO’ SERI SYED ANwAR JAMAlullAIl Independent Non-Executive Chairman
DATO’ SRI CHE KHAlIB BIN MOHAMAD NOH Non-Independent Non-Executive Director
DATuK MuHAMAD NOOR BIN HAMID Non-Independent Non-Executive Director
MR KANAD SINgH VIRK Non-Independent Non-Executive Director
MADAM CINDY TAN lER CHIN Non-Independent Non-Executive Director
DATuK OOI TEIK HuAT Non-Independent Non-Executive Director
from left
DATuK DR. SYED MuHAMAD BIN SYED ABDul KADIR Independent Non-Executive Director
DATuK IDRIS BIN ABDullAH Independent Non-Executive Director
ENCIK wAN KAMARuzAMAN BIN wAN AHMAD Non-Independent Non-Executive Director
TAN SRI DATO’ SERI AlAuDDIN BIN DATO’ MOHD SHERIFF Independent Non-Executive Director
MR CRAIg ROBERT MARTIN Alternate to Kanad Singh Virk
ENCIK zAlMAN BIN ISMAIl Alternate to Wan Kamaruzaman bin Wan Ahmad
16 Annual Report 2014
Y.A.M. TAN SRI DATO’ SERI SYED ANwAR JAMAlullAIl Independent Non-Executive Chairman
17
Y.A.M. Tan Sri Dato’ Seri Syed Anwar Jamalullail, aged 63, was appointed to our Board as our Independent Non-Executive Chairman on 1 December 2014. He is also the Chairman of our Remuneration Committee.
Y.A.M. Tan Sri Dato’ Seri Syed Anwar Jamalullail holds a Bachelor of Arts degree in Accounting from Macquarie University in Sydney, Australia which he graduated in 1975. He is a qualified Chartered Accountant, having qualified in 1983 from the Malaysian Institute of Accountants (“MIA”) and in 1984 from Certified Practising Accountants Australia.
He commenced his career with Malaysia Airlines Systems Berhad in 1975 as a Financial Accountant, before moving on to Price Waterhouse Australia in 1980. He then joined D & C Nomura Merchant Bank Berhad for a year from 1984 to 1985 as Investment Manager. In 1986, he joined Amanah Merchant Bank Berhad where he held the position of Corporate Finance Manager. He was then appointed as a
Managing Director of Mega SPJ Sdn Bhd and Coral Land Sdn Bhd, property development companies from 1989 to 1998. He then served Amanah Capital Partners Bhd as its Group Managing Director from October 1998 to 2002. Since then, Y.A.M. Tan Sri Dato’ Seri Syed Anwar Jamalullail was appointed as Chairman of several companies including Malaysian Resources Corporation Berhad, Media Prima Berhad, Realmild (M) Sdn Bhd, Radicare (M) Sdn Bhd, DRB- Hicom Berhad, EON Capital Berhad and EON Bank Berhad from 2002 until 2009. He was also a former Director of Maxis Communications Berhad and Bangkok Bank Berhad.
Y.A.M. Tan Sri Dato’ Seri Syed Anwar Jamalullail was also the former Chairman of the Lembaga Tabung Haji Investment Panel and Matrix Capacity Petroleum Group Berhad. He is currently the Chairman of Nestle (M) Berhad, Pulau Indah Ventures Sdn Bhd, (a joint venture company between Khazanah Nasional Berhad (“Khazanah”) and Temasek Holdings (Private) Limited) and Cahya Mata Sarawak Berhad. He is also the Chancellor of SEGi University and the Chairman of the Board of Trustee of Lembaga Zakat Selangor.
18 Annual Report 2014
DATO’ SRI CHE KHAlIB BIN MOHAMAD NOH Non-Independent Non-Executive Director
19
Dato’ Sri Che Khalib Mohamad Noh, aged 49, was appointed to our Board as our Managing Director on 1 July 2013. He resigned as our Managing Director on 8 December 2014 and has been redesignated as our Non-Independent Non-Executive Director on 9 December 2014.
Dato’ Sri Che Khalib Mohamad Noh is a member of the Malaysian Institute of Accountants (CA, M) and also a Fellow of the Association of Chartered Certified Accountants (FCCA, UK) United Kingdom.
He began his career with Messrs Ernst & Young in 1989 and later joined Bumiputra Merchant Bankers Berhad. Between 1992 and 1999, he served in several companies within the Renong group including Projek Lebuhraya Utara Selatan Berhad (PLUS), HBN Management Services Sdn Bhd, Renong Overseas Corporation Sdn Bhd and Marak Unggul Sdn Bhd, which is the consortium responsible for the management of the Keretapi Tanah Melayu Berhad. In June 1999, he joined Ranhill Utilities Berhad as Chief Executive Officer. He then assumed the position of Managing Director and Chief Executive Officer of KUB Malaysia Berhad in 2002.
Dato’ Sri Che Khalib Mohamad Noh was then appointed as the President/Chief Executive Officer of Tenaga Nasional Berhad (“TNB”) on 1 July 2004 where he served TNB for eight years until the completion of his contract on 30 June 2012. During his tenure at TNB, Dato’ Sri Che Khalib Mohamad Noh drove many improvement initiatives that resulted in TNB becoming one of the success stories in the Malaysia’s GLC Transformation Programme. He shaped and set the corporate strategies for TNB when he came up with its 20-year strategic plan in September 2005.
At present, Dato’ Sri Che Khalib Mohamad Noh is the Group Managing Director of MMC Corporation Berhad (“MMC”). Prior to his current role, he served as Chief Operating Officer of Finance, Strategy and Planning at DRB-Hicom Berhad. Dato’ Sri Che Khalib Mohamad Noh has also served on the Board of Directors in several of the United Engineers Malaysia Berhad group of companies, in Bank Industri & Teknologi Malaysia Berhad, and in Khazanah Nasional Berhad from 2000 to 2004, where he also served on the Executive Committee. He currently sits on the boards of MMC, Zelan Berhad, Johor Port Berhad, MMC Engineering Group Berhad, Aliran Ihsan Resources Berhad, Bank Muamalat Malaysia Berhad, Gas Malaysia Berhad, NCB Holdings Berhad and several private limited companies.
Dato’ Sri Che Khalib Mohamad Noh has received many accolades in recognition of his strong leadership including being named Malaysia’s “CEO of the Year” in 2008, organised by the New Straits Times and American Express. He was also named “CEO of the Year” at the inaugural Asia Power and Electricity Awards 2010 and was the recipient of the Lifetime Achievement Award at the Asian Utility Industry Awards 2012.
20 Annual Report 2014
MALAKOFF CORPORATION BERHAD
Datuk Muhamad Noor Hamid , aged 63, was appointed to our Board as our Non-Independent Non-Executive Director on 13 July 2009. He is also a member of our Nomination Committee and Risk Committee.
Datuk Muhamad Noor Hamid obtained a Bachelor of Science (Hons) in Mechanical Engineering from Sunderland Polytechnic, England in 1977 and a Post Graduate Diploma in Gas Engineering from the Institute of Gas Technology in Chicago, Illinois, USA in 1980. He has also attended the Management Program in 1992 at the Wharton Business School of Management, University of Pennsylvania, USA.
Datuk Muhamad Noor Hamid has held numerous positions during his 20 years of service in PETRONAS and PETRONAS Gas Sdn Bhd, including heading the Peninsular Gas Utilisation II project team. He also worked in OGP Technical Services Sdn Bhd,
DATuK MuHAMAD NOOR BIN HAMID Non-Independent Non-Executive Director
a joint venture company between PETRONAS and Novacorp Corporation of Canada, where he was the General Manager of the Pipeline Division. His expertise has taken him to overseas assignments mainly in Sudan where he was the Project Director for the Muglad Basin Oil Development Project. In 2000, he was appointed as the Chief Operating Officer of Projass Engineering Sdn Bhd, a Class A Bumiputera construction company. He joined Gas Malaysia Berhad in 2003 as Chief Operating Officer and was subsequently appointed as Chief Executive Officer in February 2004. On 24 April 2006, he was promoted to the position of Managing Director of Gas Malaysia Berhad. On 31 December 2013, he retired from Gas Malaysia Berhad.
He has more than 30 years of direct working experience in the oil and gas industry ranging from project planning and implementation, operation, consulting and contracting.
Board oF direCTors’ proFile (continue)
21
CINDY TAN lER CHIN Non-Independent Non-Executive Director
Tan ler Chin, aged 54, was appointed to our Board as our Non-Independent Non-Executive Director on 9 August 2007. She is also a member of our Risk Committee.
Tan Ler Chin obtained an Honours degree in Economics, majoring in statistics, from Universiti Kebangsaan Malaysia in 1984. In 1991, she obtained a Certified Diploma in Accounting and Finance, accorded by the Chartered Association of Certified Accountants. In 1995, she attended the Wharton-National University of Singapore Banking Programme.
Tan Ler Chin joined Employees Provident Fund (“EPF”) in 1984. Since then she has served in the Finance Department, Treasury Department, Fund Management Function and was the Head of Fixed Income Investment of EPF until June 2009, before she was appointed to her current position as the Head of Investment Compliance and Settlement of EPF.
22 Annual Report 2014
MALAKOFF CORPORATION BERHAD
Kanad Singh Virk, aged 48, was appointed to our Board as our Non-Independent Non-Executive Director on 16 December 2013.
Kanad Singh Virk received a Bachelor of Arts degree with a joint major in Mathematical Economics and History from Pomona College, USA in 1988 and a Juris Doctor Degree (magna cum laude) from the University of Minnesota Law School, USA in 1992.
Kanad Singh Virk is the Managing Director of Standard Chartered Private Equity Limited, based in Singapore and a Director and the Chief Operating Officer of SCI Asia. He has 20 years of experience, including private equity investing, mergers and acquisitions, project finance and financings in a broad range of industries. In his capacity as the Chief Operating Officer of SCI Asia, he leads
SCI Asia’s functions related to legal, compliance, finance and accounting. He has been actively involved in the execution, management and exit of several investments.
Prior to joining Standard Chartered in 2008, he was with Goldman Sachs for 10 years, where he held several senior positions, including the Chief Operating Officer of Private Wealth Management – Europe, the Middle East and Africa and earlier, Asia, and was a member of the Asia ex-Japan Mergers and Acquisitions group in the Investment Banking Division. He previously worked as a lawyer in mergers and acquisitions and energy project finance at Cravath, Swaine & Moore in New York and later at Skadden Arps, Slate, Meagher, Flom LLP in Los Angeles, Hong Kong, London and Vienna.
Board oF direCTors’ proFile (continue)
KANAD SINgH VIRK Non-Independent Non-Executive Director
23
Datuk Ooi Teik Huat, aged 55, was appointed to our Board as our Non-Independent Non-Executive Director on 1 January 2012. He is also a member of our Audit Committee.
Datuk Ooi Teik Huat obtained a Bachelor degree in Economics from Monash University, Melbourne, Australia in 1984 and is a member of the Malaysian Institute of Accountants and CPA Australia.
Datuk Ooi Teik Huat began his career with Messrs Hew & Co. (now known as Messrs Mazars), Chartered Accountants in 1984. After leaving Messrs Hew & Co in…