Professional Documents
Culture Documents
DIALOG Annual Report 2019
DIALOG Annual Report 2019
DIALOG Annual Report 2019
PLNG2
• All-weather port
PHASE THREE
Sustainability Events Corporate Additional
Report & Highlights Governance Information
PHASE ONE
PITSB
Phase 1, an independent terminal with oil storage capacity of 1.3 million m3 complete
with a dedicated deepwater jetty facility, commenced operations in April 2014 and
is currently being expanded by another 430,000 m3.
PHASE TWO
PLNG2
PT2SB
For Phase 2A, construction of the dedicated petroleum and petrochemicals
terminal with an estimated storage capacity of 1.3 million m3 commenced in
2015. Partial commercial operations commenced in 2018 and construction
has been fully completed this year. Phase 2A also crossed a key milestone
on 22 September 2018 when it received its first VLCC, the MT Navarin, at
Jetty 2 of PDT.
In Phase 2B, the Liquefied Natural Gas (“LNG”) regasification facilities with
2 LNG storage tank units of 200,000 m3 each commenced operations in
November 2017.
PHASE 2A: PETROLEUM & PETROCHEMICALS TERMINAL PHASE 2B: LNG TERMINAL
Land reclamation activities remain on track for completion at the end of 2019.
The Group continues to actively pursue potential customers for Phase 3, which
FUTURE
will consist of dedicated petroleum and petrochemical storage terminals for medium
to long term clients, including refinery and petrochemical plants within the PIPC.
SCOPE
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Front cover: Pengerang Deepwater Terminals, LNG Vessel at Jetty 2 The icons above are used throughout this Integrated Report
Seri Bagawan – Photo courtesy of MISC Berhad
F O R WA R D - L O O K I N G S TAT E M E N T S
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might not occur in the way the Group expects, or at all.
TABLE OF CONTENTS
31
006 Vision/Mission/Values
ST 062
ƏѵƓ
Sustainability Governance
1omolb1 ;u=oul-m1;
"$ Ɛ Əѵѵ ;-Ѵ|_ķ "-=;| -m7 mbuoml;m|
KEY MESSAGES 073 Our People
ANNUAL GENERAL MEETING 078 Learning & Development
OF DIALOG GROUP BERHAD ƏƏѶ vbm;vv b]_Ѵb]_|v
081 Corporate Social Responsibility
009 DIALOG’s 10-Year Financial
b]_Ѵb]_|v
Ballroom 1, 1st Floor, ƏƐƏ ;1|b; _-bul-mĽv "|-|;l;m| "$ Ɠ
Sime Darby Convention Centre,
016 Board of Directors EVENTS & HIGHLIGHTS
Ɛķ -Ѵ-m hb| b-u- Ɛķ
017 Board of Directors’ Profile
ѵƏƏƏƏ -Ѵ- lruķ -Ѵ-vb- ƏѶѶ -Ѵ;m7-u o= ;m|v
ƏƑƐ ; ";mbou -m-];l;m|Ľv uo=bѴ;
022 Management’s Profile (Malaysia) ƏƖƏ ;7b- b]_Ѵb]_|v
13 November 2019 027 Management’s Profile
Wednesday (International) "$ Ɣ
032 What We Do
CORPORATE GOVERNANCE
034 Our Business Model for
10.00 am Value Creation 092 Corporate Information
036 Global Presence 093 Corporate Structure
094 Organisation Structure
095 Corporate Governance Overview
"$ Ƒ Statement
MANAGEMENT DISCUSSION 103 Audit Committee Report
AND ANALYSIS 105 Statement on Risk Management
038 Statement from The Group’s and Internal Control
Chief Operating Officer
042 Financial Performance Review "$ ѵ
ƏƓƓ ; ;u=oul-m1; m7b1-|ouv
ADDITIONAL INFORMATION
045 5-Year Financial Summary
046 FY2019 Review of Operations 108 Share Performance
052 Awards and Achievements ƐƏƖm_-m1bm] "_-u;_oѴ7;u (-Ѵ;
This Annual Report is available at
ƏƔƓ ; !bvhv -m7 rrou|mb|b;v 110 Shareholdings Information
www.dialogasia.com 058 Strategic Alliances 113 List of Top Ten Properties
115 Group Corporate Directory
117 Notice of The 31st Annual
General Meeting and Dividend
m|b|Ѵ;l;m|
120 Statement Accompanying The
Notice of The 31st Annual
General Meeting of The Company
• Proxy Form
WHO WE ARE
D IALOG is a leading integrated technical service provider to the upstream, midstream and downstream sectors in the oil,
]-v -m7 r;|uo1_;lb1-Ѵ bm7v|uĺ v|-0Ѵbv_;7 bm ƐƖѶƓķ _-v ]uom 0o|_ ou]-mb1-ѴѴ -m7 |_uo]_ v|u-|;]b1
alliances with internationally-renowned technology partners. We serve a diverse range of customers that include
multinational oil majors, national oil companies as well as multinational engineering and service providers located
throughout the world. Our comprehensive variety of services include Upstream Assets and Services, Logistics Assets and
";ub1;v ŋ $-mh $;ulbm-Ѵv -m7 "rrѴ -v;ķ m]bm;;ubm]ķ uo1u;l;m|ķ omv|u1|bom -m7 ollbvvbombm]ķ "r;1b-Ѵbv|
uo71|v-m7";ub1;vķѴ-m|-bm|;m-m1;-m7-|-Ѵv|-m7Ѵbm]";ub1;vķ
-0ub1-|bomķ b]b|-Ѵ$;1_moѴo]-m7"oѴ|bomvĺ
DIALOG is listed on the Main Market of Securities Berhad with a market capitalisation of approximately RM20 billion
Ő";r|;l0;uƑƏƐƖőĺ -vbm1Ѵ7;7bm|o|_;
bmm;ƑƏƐѶĺ
OUR VISION
OUR MISSION
OUR VALUES
DIALOG ;-7t-u|;uv
Key Management Discussion
Overview Messages and Analysis
BUSINESS HIGHLIGHTS
AWARDED
5
EPCC COMPLETED
1
ST MALAYSIA
1,439 110,369
VESSEL CALLS ON SITE JOB COMPLETED ҃&!"
HIGHEST VESSEL CALL VINYL CHLORIDE PLANT TURNAROUND
DIALOG JUBAIL SUPPLY BASE MONOMER SPHERE TANK WORK
M IDDLE E AST PHILIPPINES N E W Z E A L A ND
430,000 m3
LONG TERM STORAGE AGREEMENT
WITH
TANK TERMINALS AND JETTY 3
BP SINGAPORE PTE. LIMITED
PENGERANG DEEPWATER TERMINALS PENGERANG DEEPWATER TERMINALS
PHASE 3 PHASE 3A
MALAYSIA
1
ST
1
ST
EPCC
PLANT
PLANT TURNAROUND TERM CONTRACT
REJUVENATION
TURNAROUND COMPLETED SECURED
COMPLETED WORKS
WITH PETRONAS SHELL JURONG SUPPLY OF OFFSHORE
FOR PERTAMINA GAS BERHAD ISLAND EOG PLANT DRILLING FLUID
REFINERY
Gas Processing Santong
INDONESIA M AL AY SI A SI N G AP ORE T HA I L A N D
653
628
3,393
552
3,111
449
528
3,393
369
370
2,552
2,534
2,386
2,358
2,237
277
373
232
225
201
301
285
1,634
150
229
1,208
1,139
185
182
160
125
’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19 ’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19
uoC|;=ou;$- uoC|[;u$-
29
20
26
15
15
16
15
15
13
13
9.5
3,791
9.1
3,501
3,111
6.9
2,415
5.7
5.5
1,980
4.4
4.0
1,560
3.7
1,352
3.3
1,194
2.6
583
478
’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19 ’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19
Shareholders’ Equity Return on Shareholders’ Equity
180
149
46.7
39.8
117
113
102
31.8
27.8
80
25.0
74
61
55
12.6
10.3
’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19 ’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19
EXECUTIVE
CHAIRMAN’S
STATEMENT
OUR PERFORMANCE
I am delighted to report that DIALOG delivered yet another The Board appreciates the support and trust of our shareholders,
commendable result for the financial year ended 30 June 2019. and it remains committed to increasing the value of the Company,
Net operating profit after tax including joint ventures and ensuring its sustainability as well as rewarding shareholders
associates expanded 19.4% to RM552.3 million from RM462.7 with attractive returns on their investment.
million. The net operating profit after tax for FY2018 excluded
a fair value gain on deemed disposal of a joint venture in For FY2019, the Board recommends a final cash dividend of
September 2017 amounting to RM65.6 million. 2.30 sen per ordinary share amounting to approximately RM130
million. The dividend is in addition to the payment of the interim
The strong financial performance achieved in the current financial cash dividend of 1.50 sen per ordinary share amounting to
year was mainly contributed by the Malaysian operations which RM84.6 million in June 2019.
saw better performances delivered by midstream and the
activities performed in the various projects. Furthermore, the Upon obtaining shareholders’ approval for the final dividend,
Group’s joint ventures and associates had also contributed the Group will be paying a total cash dividend of approximately
higher net profit during the financial year under review. RM214.6 million for FY2019, compared to RM180.4 million in
the previous financial year. This is in line with the Group’s
In line with the Group’s sustained growth, I am equally pleased dividend payout ratio policy of at least 40% of profits attributable
to report that our balance sheet continued to strengthen with to shareholders of RM535.8 million.
total assets expanding by 5.4% to RM6.71 billion from RM6.37
billion a year ago. Total shareholders’ equity as at 30 June 2019
stood at RM3.79 billion and return on shareholders’ equity for
FY2019 was 14.7%.
;m];u-m] ;;r-|;u $;ulbm-Ѵvķ ;m];u-m] Ő-v|;um (b;ő ŋ _-v; ƒ ;;Ѵorl;m| bm ruo]u;vv
OUR PROSPECTS
Just as the outlook for the petroleum industry was improving • Active recruitment, development and retention of talent;
after a challenging few years, it is now facing headwinds from
• Cultivating strong relationships with stakeholders including
the impact of ongoing global trade disputes. This has led to
customers, suppliers, partners, bankers, regulators and
weakening economic sentiments, which would have an impact
government authorities; and
on global oil demand growth. Nevertheless, based on the
m|;um-|bom-Ѵm;u]];m1ĽvŐľĿő=ou;1-v|vķ;l;u]bm]l-uh;|v • Development of proprietary technology for use in our
in Asia will likely continue to be the primary drivers for growth, businesses.
and its continued growth in consumer demand will provide
support for petroleum and petrochemicals in this region. In this regard, we remain confident that our business model is
well structured to manage and sustain itself through periods of
Throughout the years, DIALOG has continued to evolve and economic uncertainty, oil price volatility and currency movements.
adopt several key strategies to help it weather different economic
cycles. These include: Looking forward in the midstream sector, the ongoing development
of Pengerang Deepwater Terminals (“PDT”) will continue to take
• Diversification across the upstream, midstream and downstream
centre stage. For oil, gas and petrochemical players who are
sectors of the oil, gas and petrochemical industry;
looking to capture Asia Pacific demand growth over the next
• Growing long term recurring income across all sectors; 30 years, PDT offers a compelling value proposition for the
establishment of strategic hub operations given its ideal location
and one-stop integrated hub offering.
BP Singapore Pte. Limited for In the downstream sector, we will continue to leverage on our
strengths and established track record in integrated technical
Phase 3 of PDT is another significant v;ub1;v 1olrubvbm] m]bm;;ubm]ķ uo1u;l;m|ķ omv|u1|bom ş
ollbvvbombm]ŐľĿőķѴ-m|-bm|;m-m1;ş-|-Ѵv|-m7Ѵbm]
milestone. Services, and Specialist Products & Services.
With Phase 1 and Phase 2 of PDT already in operations, the We will continue to build and strengthen our competencies by
entry into the Long Term Storage Agreement with BP Singapore investing in multi-skilling our workforce, and developing proprietary
Pte. Limited for Phase 3 of PDT is another significant milestone technology to ensure we remain efficient and competitive. This
in this direction, and is expected to catalyse the further will help us capture growth opportunities for our integrated
development of PDT in the coming years. technical services across the oil and gas value chain.
We are also truly appreciative of the Groupwide Master provide added opportunities for us to participate in other parts
";ub1;]u;;l;m|--u70$!"ĺ$_bvm;Ѵom]|;ul of the value chain in the field redevelopment cycle, particularly
plant maintenance and turnaround contract will enable DIALOG in the provision of engineering and specialist technical services.
to reinforce the expansion of our plant maintenance and
integrated technical services, in tandem with the long term Moving forward, we will continue to build our knowledge and
growth in the region. experience in the upstream sector, and actively look for
opportunities to increase our development and production
m]v|ƑƏƐƖķ-ѴѴb0u|om--m;|uoѴ;l"7mĺ_7ĺŐľĿő services and assets.
became a 75% owned subsidiary when we acquired an additional
ƑƔѷ ;tb| bm|;u;v| =uol ou fobm| ;m|u; r-u|m;uķ -Ѵb0u|om Barring any unforeseen circumstances, the Group is optimistic
International, Inc. This was the right opportunity for us to expand that its performance will remain strong for the financial year
and deepen our upstream investments, in line with our diversified ending 30 June 2020.
business model strategy. Increased upstream activities also
SUSTAINABILITY
The Group is optimistic that its
The Board and Management recognise that the sustainability
performance will remain strong of the Group’s performance can only be possible with a strong
foundation that promotes accountability, transparency, integrity
for the financial year ending -m7 ;|_b1-Ѵ 0;_-bou -| -ѴѴ |bl;vĺ ;m1;ķ |_; o-u7 -m7
Management will continue DIALOG's long-standing commitment
30 June 2020. in upholding these principles through the implementation of
good corporate governance practices as advocated by the
Malaysian Code on Corporate Governance (“MCCG”).
ACKNOWLEDGEMENTS
The Board of Directors and I would like to thank all our esteemed
customers, principals as well as technology and business partners
and their associates, for their continuous support to the Group.
I would also like to thank our shareholders for their unwavering
support and confidence in the Group.
BOARD OF DIRECTORS
$ "! ! & $ bv |_; 1oŊ=om7;u -m7 l-fou +) -v -rrobm|;7 |o o-u7 om
shareholder of DIALOG and has been with the Group since Ƒƒ ";r|;l0;u ƑƏƏƔ -m7 bv 1uu;m|Ѵ |_; ;1|b; ;r|
ƐƖѶƓĺ ; -v -rrobm|;7 |o |_; o-u7 om Ƒ -m-u Chairman of DIALOG.
ƐƖƖƏ -m7 bv 1uu;m|Ѵ |_; ;1|b; _-bul-m o= -m7
_-bul-mo=|_;!;lm;u-|bomollb||;;-m7""ollb||;;ĺ ; _oѴ7v - =buv| 1Ѵ-vv omouv ;]u;; bm _;lb1-Ѵ m]bm;;ubm]
; bv |_; _-bul-m o= ;m];u-m] m7;r;m7;m| $;ulbm-Ѵv "7mĺ =uol|_;&mb;uvb|o=-Ѵ--ĺ;bv-l;l0;uo=|_;mv|b||bom
_7ĺķ |_;
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om7-|bom -m7 o=m]bm;;uvķ-Ѵ-vb--m7bv-uo=;vvbom-Ѵm]bm;;uu;]bv|;u;7
bu;1|ouo=m|;um-|bom-Ѵom=;u;m1;ş_b0b|bomuo=;vvbom-Ѵvĺ b|_ |_; o-u7 o= m]bm;;uv -Ѵ-vb-ĺ ; bv -Ѵvo -
;ѴѴo o=
; bv - o-u7 l;l0;u o= o_ou ;|uoѴ;l ;;Ѵorl;m| |_; mv|b||bom o= _;lb1-Ѵ m]bm;;uvķ &mb|;7 bm]7olĺ
Corporation Berhad since 2012 and a Council member of the
-v| o-v| 1omolb1 !;]bom ;;Ѵorl;m| om1bѴ vbm1; ƑƏƐƓĺ ; fobm;7 bm ƐƖƖƒ -v ;m;u-Ѵ -m-];u -m7 -v Ѵ-|;u
ruolo|;7 -v bu;1|ou -m7 _b;= ;1|b; ==b1;u o= b-Ѵo]
;_oѴ7v--1_;ѴouĽv ;]u;;Őomvĺőbm;1_-mb1-Ѵm]bm;;ubm] Systems (Asia) Pte Ltd, overseeing the operations of the Group’s
-m7 -m omou-u o1|ou-|; bm m]bm;;ubm] =uol |_; &mb;uvb| Business Development, Marketing, Technical Services and
o=-m|;u0uķ;,;-Ѵ-m7ĺ;bv-l;l0;uo=|_;mv|b||bom ;|uoѴ;l !;|-bѴĺ ; -v Ѵ-|;u -rrobm|;7 -v ;r| uor
o=m]bm;;uvķ-Ѵ-vb--m7|_;mv|b||bomo=m]bm;;uvķ"bm]-rou;ĺ Managing Director and President & Chief Operating Officer of
; bv -Ѵvo - !;]bv|;u;7 uo=;vvbom-Ѵ m]bm;;u b|_ |_; o-u7 rubou |o _bv 1uu;m| rovb|bomĺ ; bv 1uu;m|Ѵ -Ѵvo -m
o= m]bm;;uv -Ѵ-vb-ĺ alternate board member of Johor Petroleum Development
ourou-|bom;u_-7ĺ;_-vo;uƓƐ;-uvo=;r;ub;m1;bm|_;
;0;]-m_bv1-u;;ubmƐƖƕƑ-v-!;=bm;um]bm;;ub|_o0bѴ oil, gas and petrochemical industry encompassing plant operations,
"bm]-rou; |; |7ĺ ; ouh;7 -| $!" =uol ƐƖƕƔ |o project engineering and management, marketing and business
ƐƖѶƏ_;u;_;_;Ѵ7-ubovrovb|bomv=uoluo71|bomm]bm;;u 7;;Ѵorl;m|ĺ;-v=oul;uѴb|_=ouƖ;-uv-m7$!"
|om]bm;;ubm]-m-];uĺ;_-vlou;|_-mƓƕ;-uvo=ouhbm] for 5 years.
experience in the oil, gas and petrochemical industry.
$-m "ub u ]- oom ;-| bv 7;;l;7 - l-fou v_-u;_oѴ7;u o=
DIALOG.
DIALOG GROUP BERHAD
A nnual Repor t 2 0 1 9 17
Key Management Discussion
Overview Messages and Analysis
Number of Board Meetings Attended Malaysian Number of Board Meetings Attended Malaysian
6/6 6/6
Aged 75 Aged 68
$& -v -rrobm|;7 -v -m m7;r;m7;m| !+$ -v-rrobm|;7-v-mm7;r;m7;m|
omŊ;1|b; bu;1|ou o= om Ɩ -m-u ƑƏƏƖĺ ; bv omŊ;1|b; bu;1|ou o= om Ƒƕ Ѵ ƑƏƐƏĺ "_; bv -
the Chairman of the Audit Committee, Risk Management member of the Audit Committee, Risk Management Committee,
Committee, Nomination Committee and a member of the olbm-|bom ollb||;;ķ !;lm;u-|bom ollb||;; -m7 ""
!;lm;u-|bom ollb||;;ĺ ; bv -Ѵvo |_; ";mbou m7;r;m7;m| Committee.
omŊ;1|b; bu;1|ou Ő;l-bѴ Ĺ o1rŠ7b-Ѵo]-vb-ĺ1olőĺ
She holds a Bachelor and a Master of Laws degree from the
; bv - t-Ѵb=b;7 _-u|;u;7 11om|-m| -m7 bv -
;ѴѴo o= |_; University of London, and a Barrister-at-Law degree from the
mv|b||; o= _-u|;u;7 11om|-m|v bm m]Ѵ-m7 -m7 )-Ѵ;vĺ ; omou-0Ѵ; "o1b;| o= bm1oѴmĽv mmĺ
is also a member of the Malaysian Institute of Certified Public
Accountants and the Malaysian Institute of Accountants. "_; fobm;7 $!" bm ƐƖƕƖ -v om; o= b|v rbom;;u Ѵ;]-Ѵ
advisors and her last posting was as Legal Advisor and Company
; -v - v;mbou r-u|m;u o= oor;uv ş 0u-m7 Őmo hmom -v ";1u;|-u |o $!" -v "7mĺ _7ĺ Őmo $!" -v
ub1;-|;u_ov;oor;uvőķ -Ѵ-vb- ŐƐƖƕƓŋƐƖƖƕőĺ ; -v - ;u_-7őbmƐƖѶѶĺ"_;Ѵ;=|$!" |o0;--u|m;uo=-_Ŋ
ollb||;;;l0;uo=|_;-Ѵ-lru"|o1h1_-m];ŐƐƖƖƏŊ -l-ub-_ş-u|m;uv=uolƐƖѶƖ|oƑƏƏƔ_;u;v_;1om|bm;7
1996) and also a past President (1994-1996), Council Member to be actively involved in the oil and gas business.
(1981-2002) of the MICPA and was also a member of the
Malaysian Accounting Standards Board (2003-2009). She has over 34 years of working experience in various aspects
of legal matters in relation to oil and gas, general corporate
bv7bu;1|ouv_brvbmo|_;ur0Ѵb11olr-mb;vbm1Ѵ7;)oѴ7bm]v advisory, corporate finance, banking, real and personal property
Berhad, Malayan Flour Mills Berhad, PUC Berhad and Saujana transactions, joint ventures, privatisation, engineering, procurement
!;vou|Őő;u_-7ĺ;bv|_;_-bul-mo=|_;-0-m==v_ou; and construction contracts, technology transfers, etc.
bm-m1b-Ѵ ";ub1;v |_oub|ĺ ; bv -Ѵvo - om1bѴ ;l0;u o=
Universiti Tunku Abdul Rahman (“UTAR”) and a trustee of the
&$! 71-|bom
om7-|bomĺ
Number of Board Meetings Attended Malaysian Number of Board Meetings Attended Malaysian
6/6 6/6
Aged 65 Aged 64
"$!$"!
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omŊ;1|b; bu;1|ouo=|_; o-u7omƐrubѴƑƏƐƒĺ omŊ;1|b; bu;1|ouo=|_; o-u7omƑƓo;l0;u
She is also a member of the Audit Committee, Risk Management ƑƏƐƕĺ ; bv -Ѵvo - l;l0;u o= |_; 7b| ollb||;; -m7 !bvh
Committee, Nomination Committee, Remuneration Committee Management Committee.
-m7""ollb||;;ĺ"_;-vru;bovѴom|_; o-u7
between 2005 and 2010 as the appointed representative of ; _oѴ7v - -1_;Ѵou o= u|v Őbv|ouő b|_ omouv -m7 -
lrѴo;;vuob7;m|
m7o-u7Őľ
Ŀőķ_b1_bv-v0v|-m|b-Ѵ brѴol- bm 71-|bom =uol &mb;uvb|b ;0-m]v--m -Ѵ-vb-ĺ
shareholder of DIALOG.
Dato’ Ismail served the Johor Civil Service for over 35 years
"_;_oѴ7v--1_;Ѵouo=1omolb1vŐomvĺő ;]u;;=uol&mb;uvb| prior to his retirement as Johor State Secretary in 2016. Dato’
-Ѵ-- -m7 -v|;u o= u|v Ő1omvő ;]u;; =uol &mb;uvb| o= Ismail held various positions during his tenure in the Johor Civil
_bѴbrrbm;vĺ"_;u;|bu;7=uol
-v|_;;m;u-Ѵ-m-];uķ
m7 ";ub1;ĺ ; v|-u|;7 _bv 1-u;;u -v -m vvbv|-m| -m7 !;;m;
m;v|l;m| ;r-u|l;m| -=|;u _-bm] v;u;7
=ou ƐƑ ;-uv Collector at the Johor Bahru Land Office in 1982 and was
until 2008. She was a lecturer at University Putra Malaysia for promoted to several positions in the land offices in Johor until
Ɛѵ;-uvrubou|ofobmbm]|_;
ĺ"_;bv1uu;m|Ѵ-Ѵvo-$uv|;; ƐƖƖƑĺ ; ;m| om |o |-h; r v;mbou rovb|bomv bm |_; ";]-l-|
o= -vb_
om7-|bomĺ bv|ub1|==b1;ķo_ou-_ub|om1bѴķo_ou"|-|;1omolb1
Planning Unit, Johor Bahru District Office, Johor State Secretary
Office and Johor State Islamic Religious Department before
|-hbm] om |_; uoѴ; o= +-m] b;u|- Ő;-7ő o= Ѵ-b mb1br-Ѵ
Council in 2006. Dato’ Ismail became the District Officer of
o|-$bm]]bbmƑƏƏƖ-m7-vѴ-|;uruolo|;7-v-ouo=o_ou
Bahru in 2013 and Johor State Secretary in 2014.
Number of Board Meetings Attended Malaysian Number of Board Meetings Attended Malaysian
5/6 6/6
Aged 49 Aged 60
Mohamad Hafiz Bin Kassim was appointed as Alternate Director to Tunku Alizakri Bin
; _-v 0uo-7 ;r;ub;m1; bm roѴb1 7;;Ѵorl;m|ķ v|u-|;]b1 Raja Muhammad Alias on 24 September 2019. He is a Malaysian aged 44 and holds
planning, communications, human resources and marketing. Prior a B.Sc (Econs) Accounting and Finance from London School of Economics and Political
|ofobmbm]
bmƑƏƐƓķ_;-v|_;_b;=-uh;|bm]==b1;u-m7 Science. He is also a Fellow of the Chartered Certified Accountant and a CFA Charterholder.
Chief Operating Officer of the Iclif Leadership and Governance He joined the Employees Provident Fund Board ("EPF") in 2008 and is the Head of Capital
;m|u;ĺ ; _-v -Ѵvo _;Ѵ7 |_; rovb|bomv o= bu;1|ou o= "|u-|;]b1 Market Department since April 2017. The Capital Market Department manages the EPF's
-m-];l;m| -| -mh ;]-u- -Ѵ-vb-ķ bu;1|ou -m7 ;-7 o= Fixed Income portfolios and Corporate Finance activities. Prior to his current role, Encik
Mohamad Hafiz headed the Private Markets and Private Equity Departments. He has
Strategy and Corporate Affairs at DiGi Telecommunications, and
more than 20 years' experience in investment analysis, private equity investing, accounting
(b1;Ŋu;vb7;m|-m7;-7o=uor"|u-|;]b1Ѵ-mmbm]-|-Ѵ--m and auditing. Prior to joining the EPF, he worked at Daiwa Capital, PwC and TM Berhad.
Banking Berhad. He is also a director of PLUS Malaysia Berhad and QSR Brands (M) Holdings Bhd.
, $ " bv |_; uor _b;=
bm-m1b-Ѵ &"$
& ! -v -rrobm|;7 _b;=
Officer and Joint Company Secretary of DIALOG. She was r;u-|bm] ==b1;u o= om ƐƏ 1|o0;u ƑƏƐƓĺ ; fobm;7
appointed to the DIALOG Board on 15 May 2007. She is the the Group in 2001 as Director, Business Development (Plant
Secretary of the Nomination Committee and Remuneration ";ub1;v bbvbomő -m7 -v Ѵ-|;u |_; _b;= ;1|b; ==b1;u o=
Committee. b-Ѵo]ş"7mĺ_7ĺ-m7 b-Ѵo]Ѵ-m|";ub1;v"7mĺ_7ĺ;
was subsequently promoted to Group Managing Director for
She holds a Bachelor of Commerce in Accountancy from -Ѵ-vb- vbm;vv r;u-|bomv om Ɛ o;l0;u ƑƏƏƖĺ ; _oѴ7v
University of New South Wales, Australia and is a Chartered - -1_;Ѵou o= "1b;m1; ;]u;; bm ;1_-mb1-Ѵ m]bm;;ubm] =uol
Accountant with the Malaysian Institute of Accountants. |_; ;-7-Ŋ!;mo &mb;uvb|ķ &"ĺ ; _-v lou; |_-m ƒƑ ;-uv
of working experience in the oil, gas and petrochemical industry.
She joined DIALOG in 1995 as Accountant and was later ;-v=oul;uѴb|_$!"-ub]-Ѵb"7mĺ_7ĺ=ouƔ;-uv
promoted to Group Chief Financial Officer and Joint Company and with other oil and gas related companies in design consultancy,
Secretary. She has over 31 years of working experience in construction and fabrication, and maintenance and specialised
auditing and financial management. She was formerly with Price v;ub1;vĺ ; bv -Ѵvo 1uu;m|Ѵ -m -Ѵ|;um-|; 0o-u7 l;l0;u o=
Waterhouse (now known as PricewaterhouseCoopers) and other m|;um-|bom-Ѵom=;u;m1;ş_b0b|bomuo=;vvbom-Ѵv-m7-om1bѴ
companies responsible for financial and cost management Member of the Malaysian Gas Association.
accounting.
Other than disclosed, none of the Directors and Key Senior Management have:
1. any family relationship with any director and/or major shareholder of DIALOG;
2. any conflict of interest with DIALOG;
3. any conviction for offences within the past 5 years other than traffic offences;
and
4. any public sanction or penalty imposed by the relevant regulatory bodies during
the financial year.
MANAGEMENT’S PROFILE
M A L A Y S I A
+ & fobm;7 bm ƑƏƐѶ -v bu;1|ouķ &rv|u;-l
bѴ -m7 -vĺ ; _oѴ7v - =buv| 1Ѵ-vv omouv ;]u;; bm ;oѴo] =uol |_; &mb;uvb|
o= -Ѵ--ĺ ; bv - u;]bv|;u;7 ruo=;vvbom-Ѵ ];oѴo]bv| b|_ |_; o-u7 o= ;oѴo]bv|v
-Ѵ-vb-ĺ ==;m7 _-v lou; |_-m ƓƏ ;-uv o= ]Ѵo0-Ѵ obѴ -m7 ]-v bm7v|u ;r;ub;m1;
across a wide range of functions including exploration management, business
7;;Ѵorl;m|ķ or;u-|bomv l-m-];l;m| -m7 v|u-|;] 7;;Ѵorl;m|ĺ ; -v =oul;uѴ
b|_ $!" -m7 rubou |o _bv u;|bu;l;m|ķ _; -v |_; (b1; u;vb7;m| ş o=
$!" rѴou-|bomĺ
MANAGEMENT’S PROFILE
M A L A Y S I A
& $ -v -rrobm|;7 ";mbou ;m;u-Ѵ -m-];u o= $;ulbm-Ѵv
vbm;vv bmѴ ƑƏƐѶĺ; fobm;7 b-Ѵo] $;ulbm-Ѵv "7mĺ _7ĺ bmrubѴƑƏƐƏĺ;_oѴ7v
--1_;Ѵouo="1b;m1;Őomvőbmvbm;vv-m-];l;m|=uol|_;&mb;uvb|o=-u|=ou7ķ
omm;1|b1|ķ &" -m7 - brѴol- bm o]bv|b1v r;u-|bomv =uol |_; &mb;uvb| o= -v|
om7om Ő-Ѵ-vb- -lrvőĺ ; _-v Ƒƕ ;-uv o= ouhbm] ;r;ub;m1; bm |_; obѴķ ]-v
and petrochemical industry.
"!& -v -rrobm|;7 ;-7 o= o;uml;m| !;Ѵ-|bomv bm Ѵ
ƑƏƐѵĺ ; fobm;7 bm ƑƏƐƑĺ ; _oѴ7v - -1_;ѴouĽv ;]u;; bm vbm;vv
Administration from University of Arkansas and Master of Business Administration
;]u;;=uolbvvbvvbrrb"|-|;&mb;uvb|ķ&"ĺ;_-vlou;|_-mƒƐ;-uvo=ouhbm]
experience, including more than 3 years with a leading local banking institution and
about 20 years with Shell Malaysia Trading Sdn. Bhd. where he held various senior
positions. Prior to joining DIALOG, he was the General Manager of the Tank Terminal
Division at MISC Berhad for 2 years.
JESSIE KU
;-7 o= uor l-m !;vou1;v
Malaysian, 61
"" & bv |_; ;-7 o= uor l-m !;vou1;vĺ "_; fobm;7 bm ƑƏƏƕĺ
"_; _oѴ7v - brѴol- bm ;uvomm;Ѵ -m-];l;m| -m7 bv -m
Ŋ"$ ;u|b=b;7
vvo1b-|;o-1_ĺ"_;Ѵ;-7v-m7l-m-];v!v|u-|;]b1rѴ-mvķouhbm]b|_l-m-];l;m|
on talent pipelining, leadership development, and learning programmes to drive
performance and staff morale. She has over 36 years of working experience in several
multinational companies within the manufacturing, consultancy and professional
services sector.
MANAGEMENT’S PROFILE
M A L A Y S I A
JENNY CHOK
;-7 o= uor ;]-Ѵ
Malaysian, 52
+bv|_;;-7o=uor;]-Ѵĺ"_;fobm;7 bmƑƏƐƑĺ"_;o0|-bm;7
_;u -1_;Ѵou o= -v ;]u;; =uol |_; &mb;uvb| o= om7omķ &mb|;7 bm]7olĺ "_;
1olrѴ;|;7 |_; m]Ѵbv_ -u ;-lbm-|bomv -m7 bv - l;l0;u o= u-Ľv mmķ &mb|;7
bm]7olĺ "_; 1oll;m1;7 _;u 1-u;;u bm |_; Ѵ;]-Ѵ ;71-|bom Ѵbm; -v -m -1-7;lb1b-mķ
teaching various law courses, as well as managing a counselling office for legal
education. She then practised as an Advocate and Solicitor with the law firm Messrs
Shearn Delamore & Co, focusing on corporate and commercial law work. Prior to
fobmbm] ķ v_; -v ;-7 o= uor ;]-Ѵ =ou -m obѴ -m7 ]-v v;ub1; ruob7;u
with other diversified activities, listed on the Main Market of Bursa Malaysia. She
has over 26 years of working experience.
" -v -rrobm|;7 ;-7 o= Ѵ-m| ";ub1;v bm Ѵ ƑƏƐƔĺ ; fobm;7
bm ƑƏƏƑĺ ; _oѴ7v - -1_;Ѵou o= m]bm;;ubm] ;]u;; bm bbѴ -m7 "|u1|u-Ѵ
m]bm;;ubm] =uol -|bom-Ѵ &mb;uvb| o= "bm]-rou; -m7 bv - uo=;vvbom-Ѵ m]bm;;u
u;]bv|;u;7b|_|_;o-u7o=m]bm;;uv-Ѵ-vb-ĺ;Ѵ;-7v-m7o;uv;;v|_;0vbm;vv
7;;Ѵorl;m| -m7 or;u-|bomv o= Ѵ-m| -bm|;m-m1; -m7 -|-Ѵv| -m7Ѵbm] ";ub1;vĺ
;_-vo;uƒƐ;-uvo=ouhbm];r;ub;m1;bm;m]bm;;ubm]7;vb]mķruof;1|l-m-];l;m|
-m7 vr;1b-Ѵbv| v;ub1;v bm |_; obѴķ ]-v -m7 r;|uo1_;lb1-Ѵ bm7v|uĺ ; -v =oul;uѴ
with the Sembawang Group and Brown & Root for 6 years and 3 years respectively
in Singapore.
MANAGEMENT’S PROFILE
M A L A Y S I A
BRYAN TAN
;-7ķ uor vbm;vv ;;Ѵorl;m|
1|bm] ;-7 uor m]bm;;ubm] -m7 omv|u1|bom ";ub1;v
Malaysian, 43
!+ $ -v -rrobm|;7 ;-7 o= vbm;vv ;;Ѵorl;m| =ou |_; uor bm ƑƏƐƕĺ
; Ѵ;-7v -m7 o;uv;;v |_; 0vbm;vv 7;;Ѵorl;m| -1|bb|b;v o= |_; -ubov 0vbm;vv
mb|v =ou ĺ m -m-u ƑƏƐѶķ _; -v -rrobm|;7 1|bm] ;-7 o= uor
m]bm;;ubm] -m7 omv|u1|bom ŐľşĿő ";ub1;v _;u; _; l-m-];v |_; ş ";ub1;v
-m7 ruob7;v vrrou| |o |_; u;Ѵ;-m| 0vbm;vv 7bbvbomvĺ ; fobm;7 bm ƑƏƏƕ
-v-mѴ;1|ub1-Ѵ-m7mv|ul;m|-|bom-m-];uĺu;bov-rrobm|l;m|vbm1Ѵ7; ;r|
;vb]m m]bm;;ubm] -m-];u -m7 ;r| ;-7 o= m]bm;;ubm] -m7 omv|u1|bomĺ m
ƑƏƐƒķ _; -v -rrobm|;7 ;r| bu;1|ou ŋ -fou uof;1|vĺ ; _oѴ7v - -1_;ѴouĽv
;]u;; bm Ѵ;1|ub1-Ѵķ m]bm;;ubm] -m7 olr|bm] =uol om-v_ &mb;uvb|ķ v|u-Ѵb-ĺ
; _-v ƑƑ ;-uv o= ouhbm] ;r;ub;m1; bm |_; obѴķ ]-v -m7 r;|uo1_;lb1-Ѵ bm7v|uĺ
ubou |o fobmbm] ķ _; -v b|_ "
Ŋ$!" _;lb1-Ѵv -m7 "b;l;mv
Malaysia in a technical and management role.
+ " " -v -rrobm|;7 -v 1|bm] ;-7 o= "r;1b-Ѵbv| uo71|v -m7
";ub1;v bm Ѵ ƑƏƐƖĺ ; fobm;7 bm ;1;l0;u ƑƏƐƔ -v ;-7 o= &rv|u;-l
";ub1;vĺ ; _oѴ7v - -1_;Ѵou o= Ѵ;1|ub1-Ѵ m]bm;;ubm] =uol |_; &mb;uvb| o=
$;1_moѴo] -Ѵ-vb-ĺ ; _-v lou; |_-m ƑƖ ;-uv o= bm7v|u ;r;ub;m1; bm =b;Ѵ7
operations, technical support, operations, sales, project management, business
development and marketing, and general management with International Oilfield
";ub1;olr-mb;vv1_-v-ѴѴb0u|omķ);v|;um|Ѵ-vķ!o-uķ);-|_;u=ou7-m7-h;u
]_;vĺ bv ѶŊ;-u v|bm| o;uv;-v bm1Ѵ7;7 m7om;vb-ķ v|u-Ѵb-ķ ; ,;-Ѵ-m7 -m7
Bangladesh.
MANAGEMENT’S PROFILE
M A L A Y S I A
MANAGEMENT’S PROFILE
I N T E R N A T I O N A L
$ -v -rrobm|;7 ;1|b; bu;1|ou Ŋ $;1_mb1-Ѵ bm
;0u-u ƑƏƐѵĺ ;
fobm;7 bm ƐƖƖƔĺ ; _oѴ7v - -1_;ѴouĽv ;]u;; b|_ omouv bm ;1_-mb1-Ѵ
m]bm;;ubm] =uol |_; &mb;uvb| o= -Ѵ--ĺ ; bv - l;l0;u o= |_; mv|b||bom o=
m]bm;;uvķ -Ѵ-vb- -m7 |_; mv|b||bom o= m]bm;;uvķ "bm]-rou; -m7 bv - !;]bv|;u;7
uo=;vvbom-Ѵ m]bm;;u bm -Ѵ-vb- -m7 "bm]-rou;ĺ ; _-v lou; |_-m ƓƑ ;-uv o=
multi-disciplinary working experience in construction, commissioning and maintenance
of onshore and offshore oil and gas facilities, petrochemical plants, water and waste
water treatment plants, both locally and overseas.
LOY AH WEI
Director of Special Functions for Singapore
Singaporean, 73
+ ) -v -rrobm|;7 bu;1|ou o= "r;1b-Ѵ
m1|bomv =ou "bm]-rou; or;u-|bomv
bm ";r|;l0;u ƑƏƐƑĺ ; fobm;7 bm ƐƖѶѵĺ ; _oѴ7v - -v|;u o= "1b;m1;
;]u;; =uol |_; &mb;uvb| o= -m1_;v|;uķ &mb|;7 bm]7olĺ ; bv - _-u|;u;7
m]bm;;u -m7bv-Ѵvou;]bv|;u;7 b|_ |_; "bm]-rou; uo=;vvbom-Ѵm]bm;;uvo-u7ĺ;
has over 47 years of working experience in the oil, gas and petrochemical industry
and was formerly with Mobil and Western Geophysical for 3 years and 5 years,
respectively.
MANAGEMENT’S PROFILE
I N T E R N A T I O N A L
YOSHIYUKI HIRAOKA
-m-]bm] bu;1|ou o= b-Ѵo] $
Japanese, 74
+"+& ! bv |_; -m-]bm] bu;1|ou o= b-Ѵo] $ vbm1; rubѴ ƑƏƏѵ
|_uo]_ |_; -1tbvb|bom o= $ oѴ7bm]v |; |7ĺ ; _oѴ7v - -1_;ѴouĽv ;]u;; bm
_;lb1-Ѵm]bm;;ubm]=uolo]-hbm&mb;uvb|ķ$ohoķ-r-mĺ;_-vo;uƔƏ;-uv
of working experience in engineering design of petrochemical storage facilities which
include LPG, VCM and Butadiene distribution facilities including project management
and shop fabrication of vessels and tanks in the oil, gas and petrochemical industry.
RICHARD ELLIS
Managing Director of DIALOG Fitzroy
; ,;-Ѵ-m7;uķ Ɠѵ
!! " bv |_; -m-]bm] bu;1|ou o= b-Ѵo]
b|uoķ bm ; ,;-Ѵ-m7 vbm1;
April 2011 through the acquisition of Dialog Fitzroy Limited (formerly known as
b|uo m]bm;;ubm] uor blb|;7őĺ ; _oѴ7v - -1_;Ѵou o= $;1_moѴo] ;]u;; bm
m]bm;;ubm] -m7 |ol-|bomĺ ; _-v o;u ƑƓ ;-uv o= ouhbm] ;r;ub;m1;ķ ƐƐ ;-uv
of which were in the automated technology industry assisting the company to
;v|-0Ѵbv_ b|v;Ѵ= -v -m bm|;um-|bom-Ѵ Ѵ;-7;u bm |_; =b;Ѵ7ĺ ; _-v ;|;mvb; ;r;ub;m1;
in project management, contract negotiation and global markets.
ANDREW LAI
;1|b; bu;1|ou o= -1b=b1 7-m1; olrovb|;v
Country Manager, Malaysia
Malaysian, 61
!) -v -rrobm|;7 bu;1|ou $ĺ b-Ѵo] "bv|;lbm7o bm ƑƏƏƏ -m7 bu;1|ou
o= -1b=b1 7-m1; olrovb|;v "7mĺ _7ĺ bm ƑƏƐƑĺ ; fobm;7 bm ƐƖѶѵĺ ;
is responsible for the business strategy and development of our locally-manufactured
! ţ
!brbm]vv|;l-v;ѴѴ-vvr;1b-Ѵ|ruo71|v-m7v;ub1;v1o;ubm]
Asia. In 2017, he was appointed to head the Drilling Fluid Marketing team and
subsequently in January 2018, he assumed the portfolio of Country Manager, Malaysia.
; _-v ƒƕ ;-uv o= ouhbm] ;r;ub;m1; bm |_; obѴķ ]-v -m7 r;|uo1_;lb1-Ѵ bm7v|uĺ
MANAGEMENT’S PROFILE
I N T E R N A T I O N A L
MIKE NEWMAN
bu;1|ou o= ;|uoѴ;l m]bm;;ubm]ķ &rv|u;-l bѴ -m7 -v
British, 71
GEORGE BELL
bu;1|ou o= m]bm;;ubm]ķ &rv|u;-l bѴ -m7 -v
British, 75
! bv |_; bu;1|ou o= m]bm;;ubm] bm &rv|u;-l bѴ -m7 -vĺ ; fobm;7
bm o;l0;u ƑƏƐƑĺ ; _oѴ7v - -1_;Ѵou o= "1b;m1; ;]u;; bm ;1_-mb1-Ѵ
m]bm;;ubm] =uol ;ubo|Ŋ)-|| &mb;uvb|ķ 7bm0u]_ķ &mb|;7 bm]7olĺ ; _-v lou;
than 46 years of experience, of which he was with Shell International for 25 years
where he worked on major projects worldwide, holding a variety of technical, project
and senior management positions.
NIGEL JONES
Director of Geoscience, Upstream Oil and Gas
Australian, 64
" bv |_; bu;1|ou o= ;ov1b;m1; bm &rv|u;-l bѴ -m7 -vĺ ; fobm;7
bm-ƑƏƐƔĺ;_oѴ7v--1_;Ѵouo="1b;m1; ;]u;;bmrѴou-|bom"1b;m1;v
=uolo||bm]_-l&mb;uvb|ķ&mb|;7bm]7olĺ;_-vƒѶ;-uvo=;r;ub;m1;ķouhbm]
mostly with independent Australian oil and gas companies in technical and management
rovb|bomvĺ ; _-v 0;;m bmoѴ;7 bm ruof;1|v vr-mmbm] =uol ;rѴou-|bom |_uo]_
7;;Ѵorl;m| -1uovv v|u-Ѵ-vb-ķ =ub1- -m7 "o|_ -v| vb-ķ -m7 lov| u;1;m|Ѵķ bm
appraising and developing marginal fields in offshore Malaysia.
MANAGEMENT’S PROFILE
I N T E R N A T I O N A L
"$( $) + -v -rrobm|;7 om|u -m-];u =ou "bm]-rou; bm 1|o0;u
ƑƏƐƓĺ ; fobm;7 bm ƑƏƏƓĺ ; bv -Ѵvo u;vromvb0Ѵ; =ou vr;1b-Ѵ| ruo71|v -m7
v;ub1;v 1o;ubm] o|_;u bm|;um-|bom-Ѵ Ѵo1-|bomv vbm1; ƑƏƐƔĺ ; _oѴ7v -m omouv
;]u;; bm _;lb1-Ѵ m]bm;;ubm] =uol |_; -|bom-Ѵ &mb;uvb| o= "bm]-rou; -m7 -
brѴol- bm -uh;|bm] =uol |_; _-u|;u;7 mv|b||; o= -uh;|bm]ķ &mb|;7 bm]7olĺ
; _-v ƑƐ ;-uv o= ouhbm] ;r;ub;m1; bm |_; v-Ѵ;v -m7 l-uh;|bm] o= vr;1b-Ѵbv|
products and services.
$ -v -rrobm|;7 om|u -m-];u =ou "-7b u-0b- bm m; ƑƏƐƒĺ
; fobm;7 bm ƑƏƏƕĺ ; o;uv;;v |_; 0vbm;vv or;u-|bomv bm |_-| u;]bom
which consist of specialised industrial services, minor projects, equipment support
services and trading services as well as logistics services of a supply base located
in the Jubail Commercial Port that serves the offshore oil and gas industry in the
u-0b-m Ѵ= !;]bomĺ ; _-v Ƒѵ ;-uv o= ouhbm] ;r;ub;m1; bm |_; obѴķ ]-v -m7
petrochemical industry in Saudi Arabia.
VIJAYASEKHARAN N
om|u -m-];u =ou &ĺĺ
Indian, 48
(+"! -v -rrobm|;7 om|u -m-];u =ou &ĺĺĺ bm Ѵ ƑƏƐƔĺ ;
fobm;7 bmƑƏƐƑĺ;_oѴ7v- brѴol-bm;1_-mb1-Ѵm]bm;;ubm]ĺ;_-vo;u
30 years of working experience in the fields of engineering fabrication, construction,
logistics and supply chain, and sales and marketing of specialist products for the oil
and gas sector.
MANAGEMENT’S PROFILE
I N T E R N A T I O N A L
ANDREW COPLAND
General Manager, DIALOG Services, Australia
; ,;-Ѵ-m7;uķ ѵƏ
!) bv |_; ;m;u-Ѵ -m-];u o= ";ub1;v bm v|u-Ѵb- ;
fobm;7 bm ƐƖƖƔĺ ; _oѴ7v ;|;mvb; bmvr;1|bom t-Ѵb=b1-|bomvķ - ;u|b=b1-|;
o= -Ѵb| vvu-m1; =uol ; ,;-Ѵ-m7 -m7 bv - ;-7 -Ѵb| "v|;lv 7b|ouĺ ;
has over 33 years of worldwide working experience in a variety of roles in the oil,
gas and petrochemical industry.
TIRIN TONGPATANAKUL
Country Manager for Thailand
Thailand, 42
$!$$&-v-rrobm|;7om|u-m-];u=ou$_-bѴ-m7bmѴƑƏƐƔĺ
; fobm;7 bm ƑƏƏƖĺ ; _oѴ7v - -1_;Ѵou o= m]bm;;ubm] Őomouvő bm
;1_-mb1-Ѵ m]bm;;ubm] =uol &mb;uvb| oѴѴ;]; om7omķ &mb;uvb| o= om7om -m7
_-vlou;|_-mƐƖ;-uvouhbm];r;ub;m1;ĺ;1uu;m|Ѵo;uv;;v0vbm;vvor;u-|bomv
in Thailand.
!,!-v-rrobm|;7om|u-m-];u=oum7om;vb-bmƑƏƐƕĺ
; fobm;7 bm ƐƖƖѶĺ -v| -rrobm|l;m|v bm1Ѵ7; ";mbou -m-];uķ vbm;vv
Development/Client Representative for business development activities for DIALOG’s
1;m|u-Ѵbv;7 |-mh-]; =-1bѴb| v;ub1;v 0vbm;vvĺ ; _oѴ7v - -1_;Ѵou o= "1b;m1; bm
_;lb1-Ѵ m]bm;;ubm] =uol u7; &mb;uvb|ķ &"ĺ ; _-v lou; |_-m Ƒƒ ;-uv o=
working experience in the oil, gas and petrochemical industry.
WHAT WE DO
DIALOG’s diversified business model is well structured to manage and sustain itself through oil price volatility and currency movements.
UPSTREAM MIDSTREAM
WHAT WE DO
DOWNSTREAM
As a trusted terminals service provider The foundation of DIALOG’s business is based upon its extensive experience
for the last 20 years, our clients and and solid reputation as a provider of a wide range of integrated technical
partners comprise multinational oil services across the oil, gas and petrochemical value chain, serving customers
majors, national oil companies and locally and the world over. These integrated technical services comprise:
international market players. • Engineering, Procurement, Construction and Commissioning for oil, gas
and petrochemical projects
In addition to petroleum storage • Specialist Products & Services in collaboration with reputable technology
terminals, DIALOG also owns a supply partners
base in Jubail, Saudi Arabia, which
• Plant Maintenance & Catalyst Handling Services to refineries and plant
serves as a one-stop logistics hub and
operators around the world
resource centre for oilfield services,
equipment and supplies. • Fabrication of machinery and process equipment for plants and upstream
production facilities
Overall, our continued investment in • Digital Technology & Solutions using our proprietary technology to
our Midstream operating assets is in modernise processes and improve efficiency
line with the Group’s long term strategy
to increase earnings stability and grow Our integrated technical services provide the Group with the ability to offer
recurring income for the Group. services and solutions across the upstream, midstream and downstream sectors
of the oil, gas and petrochemical industry.
FINANCIAL CAPITAL
CE
INTELLECTUAL CAPITAL
>30 years experience servicing the oil, gas & petrochemical industry
EN A D
E
LL
Established delivery and execution track record
E
Proprietary technology solutions L
E
C
EX
HUMAN CAPITAL M
A
Workforce of
E
>2,900 employees across 9 countries
U P S T R
Investing in active recruitment, development and retention of talent
PEOPLE
COMP
SOCIAL CAPITAL
S T R
Active engagement with all stakeholders - customers, suppliers, partners,
bankers, regulators and government authorities
Corporate Social Responsibility initiatives
ET
M
EN
MANUFACTURED CAPITAL
I D
S T
G
Y
C
OUTPUTS
INT
EG MARKET LEADERSHIP
Competitive advantage
Talent retention
Our People, Sustainability Report: pages 73 to 77
T R E A M
R E
International network of customers and partners
E
V Cross-functional and geographical workforce mobility
Q
O
U
G LI
A Geographical diversification for the Group
Global Presence: page 36, Group Corporate Directory: pages 115 to 116
TY
www.dialogasia.com/worldwide-locations
ENVIRONMENTAL PROTECTION
Detailed Environmental Impact Assessments
Environmental Management Plans & Environment Monitoring
Management Plans
SIRIM QAS/IQNET ISO14001 Certifications
Health, Safety and Environment, Sustainability Report: pages 66 to 72
GLOBAL PRESENCE
ESTABLISHED IN 1984, DIALOG IS A LEADING INTEGRATED TECHNICAL SERVICE PROVIDER TO THE UPSTREAM,
MIDSTREAM AND DOWNSTREAM SECTORS OF THE OIL, GAS AND PETROCHEMICAL INDUSTRY. OVER THE
YEARS, DIALOG HAS GROWN FROM STRENGTH TO STRENGTH IN THE INDUSTRY, BOTH ORGANICALLY AND
THROUGH STRATEGIC ALLIANCES WITH INTERNATIONALLY RENOWNED TECHNOLOGY PARTNERS.
2,900
Headquartered in Kuala Lumpur, DIALOG
is truly a global player given the Group’s
strong and growing presence across nine
countries with a staff strength of more Employees
than 2,900. DIALOG has offices and
RM20billion
facilities in Malaysia, Singapore, Thailand,
Indonesia, China, Australia, New Zealand,
Saudi Arabia and United Arab Emirates.
Such strategic locations bode well for
DIALOG as the Group is able to operate Market Capitalisation
from a position of strength in tapping
synergistic benefits in readily serving a
diverse range of customers that include C HINA
Throughout the industry, the Group is highly regarded and respected as a trusted and dependable provider of comprehensive
services that encompass:
www.dialogasia.com/worldwide-locations
038
042
044
045
046
052
054
058
ANALYSIS
Statement from The Group’s Chief Operating Officer
Financial Performance Review
Key Performance Indicators
5-Year Financial Summary
FY2019 Review of Operations
Awards and Achievements
Key Risks and Opportunities
Strategic Alliances
Berth at Jetty-2
Pengerang Deepwater Terminals Phase 2
Key Management Discussion
Overview Messages and Analysis
MANAGEMENT
DISCUSSION
AND ANALYSIS
STATEMENT FROM THE GROUP’S
CHIEF OPERATING OFFICER
Despite market volatility, FY2019 has been another good year for
DIALOG. The Group witnessed several significant business highlights
such as delivery of key projects, securement of term contracts and
some outstanding achievements, details of which are in the ‘Review
of Operations’ section.
Unfortunately, this year has also witnessed a lowlight in our $_bv ;-uķ ; _-; v11;vv=ѴѴ 1olrѴ;|;7 |_; m]bm;;ubm]ķ
Operations. We regret to report that a fatality was recorded this uo1u;l;m|ķ omv|u1|bom -m7 ollbvvbombm] ŐľĿő ouhv
;-u bm |_; ;m];u-m] ;;r-|;u $;ulbm-Ѵv Őľ $Ŀő _-v; Ɛ with a total of 24.2 million safe man-hours, without any Loss
expansion project. Following a thorough investigation of the Time Injury nor Fatality and commenced operations at PDT
bm1b7;m|ķ;_-;=u|_;uv|u;m]|_;m;7-m7;m_-m1;7ou;-Ѵ|_ķ Phase 2A (“PDT2A”). PDT2A is a dedicated Industrial Terminal
"-=;| -m7 mbuoml;m| Őľ"Ŀő ru-1|b1;v |o -ob7 - u;1uu;m1; for the Refinery and Petrochemical Integrated Development
ŐrѴ;-v; u;=;u |o |_; "v|-bm-0bѴb| !;rou| =ou 7;|-bѴv om ou " (“RAPID”) Complex. It handles, stores and distributes petroleum
exercises). We continue to reinforce our commitment to Our and petrochemical products, with a storage capacity of 1.3
People’s safety via rigorous campaigns, and leveraging on technology million m3. The Terminal provides deepwater jetty facilities with
-m7 7b]b|bv-|bom -b7v bm l-m-]bm] or;u-|bom-Ѵ ubvhvĺ " bv - 12 berths capable of handling Very Large Crude Carriers (“VLCC”)
paramount consideration in all we do and remains our top priority. -m7 btb7 -|u-Ѵ -v ŐľĿő ;vv;Ѵv r |o Ŋ- vb;ĺ
MUSTAFFA KAMAL
BIN ABU BAKAR
Chief Operating Officer
For the financial year ended 30 June 2019, the Group delivered TOTAL ASSETS
another strong financial performance with Profit After Tax (“PAT”)
rising by 19.4% to RM552.3 million from RM462.7 million. The PAT
for FY2018 excluded a fair value gain on deemed disposal of a joint
venture in September 2017 that amounted to RM65.6 million. 17%
32%
The strong financial performance achieved in the current financial
year was mainly contributed by the Malaysian operations which 13% FY2019
saw better performances delivered by the midstream and
downstream activities in particular from the engineering,
18% 20%
construction and plant maintenance activities undertaken in
various projects.
uoC|[;u$-(RM’million)
Investments in Joint Ventures and Associates
uor;u|ķ Ѵ-m| -m7 tbrl;m|
Trade and Other Receivables
Cash and Bank Balances
552
Other Assets
463
Capital Commitments
As at 30 June 2019, the Group’s total capital commitments approved
58%
for property, plant and equipment was RM27.0 million, of which
39% FY2018 RM17.5 million has been contracted but not provided for.
The Group’s total liabilities as at 30 June 2019 was RM2.80 Investors Segment, www.dialogasia.com
Ľ" ; ;u=oul-m1; m7b1-|ouv ŐľvĿő l;-vu; |_; uorĽv v11;vv bm l-bm|-bmbm] -Ѵ; |_uo]_ vv|-bm-0Ѵ; ;-umbm]v
growth, driving business excellence as well as its ability to operate safely and effectively. The Group continually monitors and,
when necessary, revises these targets to take into account refinements in the Group’s strategy.
FINANCIAL KPIs
1.71
41%
40%
40%
13.6%
13.4%
1.55
1.50
19.4%
0.2
NET CASH
0.1
’17 ’18 ’19 ’17 ’18 ’19 ’17 ’18 ’19 ’17 ’18 ’19 ’17 ’18 ’19
* The computation for FY2018 KPIs excluded RM65.6 million fair value gain recorded on a deemed disposal of a jointly controlled entity.
NON-FINANCIAL KPIs
0.92
0.66
0.39
0.11
1
0.05
’17 ’18 ’19 ’17 ’18 ’19 ’17 ’18 ’19 ’17 ’18 ’19
KEY FINANCIAL RESULTS (RM’ million) 2015 2016 2017 2018 2019
Revenue 2,358 2,534 3,393 3,111 2,386
Profit before tax 370 369 449 628 653
Profit after tax 285 301 373 528 552
Non-controlling interest (10) (6) (2) (18) (16)
Profit atributable to shareholders of the Company 275 295 371 510 536
Current assets
Trade and other receivables 876 705 770 768 927
Cash and bank balances 866 944 1,425 1,265 884
Others 150 141 564 334 404
Total Current Assets 1,892 1,790 2,759 2,367 2,215
TOTAL ASSETS 3,633 4,136 5,817 6,365 6,710
Liabilities
Non-Current Liabilities
Borrowings 594 713 1,009 1,233 1,318
Others 4 5 6 6 5
Total Non-Current Liabilities 598 718 1,015 1,239 1,323
Current liabilities
Trade and other payables 672 740 1,146 1,075 1,050
Borrowings 265 162 415 378 356
Others 51 33 49 74 73
Total Current Liabilities 988 935 1,610 1,527 1,479
TOTAL LIABILITIES 1,586 1,653 2,625 2,766 2,802
TOTAL EQUITY AND LIABILITIES 3,633 4,136 5,817 6,365 6,710
Financial Ratios
-umbm]v uo|_ Őѷő 24.7 5.6 23.8 24.0 19.4
!;|um om tb| Őѷő 15.5 13.4 13.4 13.6 14.7
Current Ratio 1.91 1.92 1.71 1.55 1.50
Net Gearing Ratio $ " $ " $ " 0.1 0.2
Dividend Payout (%) 41 40 40 41 40
Share Information
-umbm]v r;u v_-u; Őv;mő 5.54 5.70 6.88 9.06 9.50
Dividend per share (sen) 2.20 2.20 2.65 3.20 3.80
Net assets per share (sen) 39.8 46.7 57.8 62.1 67.2
Number of ordinary shares (’million) 5,083 5,269 5,592 5,642 5,642
MALAYSIA
All three upstream, midstream and downstream sectors contributed
strongly to our Malaysian operations in FY2019.
The business environment for the Fiberglass Reinforced Plastic Besides ongoing Long Term Service Agreements (“LTSA”) with
(“FRP”) division is getting progressively more challenging, with $!"ķ -Ѵ-vb- !;=bmbm] olr-m Őľ!"Ŀőķ "
stiffer competition from commodity products. Nonetheless, the $!"_;lb1-ѴvŐľĿő-m7$!"_;lb1-Ѵvuor
division continues to develop trade skills, improve competency Berhad (“PCGB”), the division successfully secured six new LTSA
and enhance understanding of customer needs. During FY2019, from various clients, including a 5-year Groupwide Master Service
the division secured jobs from new clients such as Sembcorp Agreement for Integrated Turnaround Main Mechanical &
Marine Singapore and Arkema Chemical Plant. -bm|;m-m1;;1_-mb1-Ѵ"|-|b1=uol$!"ĺm
+ƑƏƐƖķb|
;;1|;7 |um-uom7 ouhv =ou $!" _;lb1-Ѵ
;u|bѴbv;u
Specialist Products and Services (“SPS”) Malaysia is the Group’s ;7-_ Őľ
Ŀőķ $!" _;lb1-Ѵ uol-|b1v "7mĺ _7ĺ
trading arm for specialty products and services for oil and gas, (“PCASB”) and BPC Aroma Complex.
petrochemical and refinery markets. In FY2019, SPS Malaysia
recorded growth in revenue compared to the previous year, The division recorded another achievement by securing its first
contributed mainly by higher sales in digital and automation fo0 =uol $!" -v ;u_-7 ŐľĿő =ou Ѵ-m|
solutions. In line with Industry 4.0 initiatives, SPS Malaysia is Rejuvenation works in Gas Processing Santong, which will be
targeting to expand market share in the Upstream, Downstream 1olrѴ;|;7 bm Ɛ ƑƏƑƐĺ )b|_ |_; ruolbvbm] 0vbm;vv o|Ѵoohķ
and Power Plant sectors, focusing on Digitalisation and Automated Plant Services is diligently building up its resources, including
om|uoѴ "v|;lv bm r-u|m;uv_br b|_ om;;ѴѴĺ $_; 7bbvbom growing its core team with multidisciplinary capabilities, while
also continues to supply drilling fluid, catalysts, valves and continuing to invest in machinery, facilities and technologies to
compressor blowers to major oil and gas companies in Malaysia. meet market demand.
It was a busy year for our Plant Services division, which provides On top of plant maintenance expertise, the division also provides
a wide range of maintenance, shutdown, plant turnaround and services for commissioning and maintenance of catalytic reactors,
specialist services for refineries, petrochemical, gas and chemical ;vv;Ѵv -m7 1oѴlmvĺ u -|-Ѵv| -m7Ѵbm] ";ub1;v |;-l _-v
industries. These include routine and non-routine maintenance, completed 3 loading projects at RAPID. We are currently
emergency repairs, plant revamp and rejuvenation. expanding to cater for work that is expected to be generated
from the RAPID project.
-|-Ѵv|-m7Ѵbm]";ub1;v1om|bm;v|oѴ;;u-];omb|vv|u;m]|_
and experience to grow throughout the region including Indonesia
and Australia. In Australia, we moved beyond our core business
o=-|-Ѵv|-m7Ѵbm]|obm1Ѵ7;=Ѵv_bm]-m7rb]]bm]o=rbr;Ѵbm;vĺ
DIV Services (“DIV”), the digital arm of the Group, sees bright
prospects given the growing trend in digitalisation. It continues
to nurture in-house expertise in the development of new
technologies and automation solutions that modernise processes
-m7 blruo; |_; uorĽv ;==b1b;m1 -m7 ruo71|bb|ĺ -lrѴ;v
of these solutions include various software applications and
tools that are used across DIALOG’s operations, such as:
• Asset Management Systems (“AMS”) – to capture data and
manage the Group’s assets;
• DIALOG Intelligent Planning Systems (“DIPS”) – tools used
to manage Turnaround and Maintenance planning and A DIALOG technician loading catalyst under confined space conditions
execution;
• Welding Control Systems (“WCS”) – tools for welding tracking Besides supporting the Group, DIV continues to provide cashless
works; payment solutions to support its fintech services, with focus in
the areas of welfare, education and waste recycling. Following
• Oil & Stock Information System (“OASIS”) – to manage the
Bank Negara Malaysia’s approval of DIV’s e-Money licence in
inventory of tank terminals; and
October 2016, DIV has expanded its e-money programme by
Ŏ ourou-|; ş uo71|bb| "oѴ|bomv ŋ m|;urubv; !;vou1; offering consumers an e-wallet account for payments of goods
Ѵ-mmbm] Őľ!Ŀőķ l-m !;vou1; -m-];l;m| "v|;l and services. Moving forward, DIV plans to introduce more
Őľ!"Ŀőķm|;]u-|;7 o1l;m|-m-];l;m|"v|;lŐľb o1vĿőķ innovative mobile payment and financial services to tap into an
Facilities Management System (“FMS”) and others. increasingly affluent and technology-savvy segment of consumers.
INTERNATIONAL $_-v-_bѴbrrbm;vom|u-1|ouv11u;7b|-|bomo-u7Ѵb1;m1;
to engage in construction activities and has completed a Vinyl
"bm]-rou;Ŋ0-v;7$bv-m;v|-0Ѵbv_;7m]bm;;ubm]uo1u;l;m|
_Ѵoub7; omol;u "r_;u; $-mh =ou m]bm;;ubm] oĺ |7ĺ
ş omv|u1|bom ŐľĿő om|u-1|ou |_-| ruob7;v bm=u-v|u1|u;
in the Philippines.
and maintenance services in Singapore and the Southeast Asian
region. Despite the very competitive business climate in FY2019,
r-u| =uol m]bm;;ubm] ş omv|u1|bom ŐľşĿő v;ub1;vķ o|_;u
$v11;vv=ѴѴv;1u;7vb]mb=b1-m|ruof;1|v|_uo]_1olr;|b|b;
business activities in Singapore are plant maintenance and sales
pricing and an impeccable track record.
of specialty products such as catalyst and chemicals to international
oil and gas companies. This year saw the execution and completion
m
+ƑƏƐƖķ$v;1u;7v;;u-Ѵruof;1|vbm"bm]-rou;bm1Ѵ7bm]
o=|um-uom7bm"bm]-rou;=ou|_;"_;ѴѴuom]vѴ-m7|_Ѵ;m;
b|vѴ-u];v||;um-Ѵ
Ѵo-|bm]!oo=$-mh|o7-|;o=ƐƏƑl7b-l;|;u
b7; Ѵ1oѴ ŐľĿő Ѵ-m|ĺ
=ou omo0bѴķ - Ѵ-u]; rbrbm] lo7Ѵ; =-0ub1-|bom om (or-h
Sebarok Island, and our first tank upgrading contract from
DIALOG’s Indonesia team continues to focus on marketing of
Oiltanking Singapore. The company also clinched a significant
Specialist Products and Services (“SPS”) such as the supply of
Large Cooling Water Pipe Intake fabrication project for Mitsui
drilling base oils, catalysts and production chemicals to upstream
ş" m]bm;;ubm] oĺ |7ĺķ bm ;m|u-Ѵ --ķ m7om;vb-ĺ
operators in Indonesia. Clients we have served to date include
;u|-lbm-ķomŊo0bѴķ;71ouorķomo1oŊ_bѴѴbrv-m7ĺ
The team also provides plant maintenance and catalyst handling
services to oil, gas and petrochemical plants in Indonesia. We
successfully completed our first turnaround services in Pertamina
Refinery Unit VI at Balongan, Indramayu in August 2018.
Separately in the Australia SPS business, we saw increased sales As for Saudi operations, Dialog Jubail Supply Base Co. Ltd.
of drilling base fluid as a response to the increase in drilling (“DJSB”) continues to support international oil and gas companies
activities. Our catalyst handling services team has widened their in the Arabian Gulf such as Subsea7, McDermott, Dynamic
portfolio by offering flow line cleaning alongside ongoing catalyst m7v|ub;v -m7 ĺ $_;v; 1Ѵb;m|v -u; 1uu;m|Ѵ v;ubm] -
handling activities around Australia. Saudi Aramco Long Term Agreement (“LTA”) for upgrade of
various offshore projects in the Arabian Gulf specifically for
"blbѴ-uѴķbm;,;-Ѵ-m7ķ|_;""7bbvbom-Ѵvor;u=oul;7;ѴѴĺ -v0-_ķ "-=-mb-_ -m7 ;uub bѴ
b;Ѵ7vĺ
A revival of both onshore and offshore drilling activities in
existing permits has resulted in sales of drilling fluid used in In FY2019, DJSB recorded 1,439 vessel calls, the highest since
=b;Ѵ7v or;u-|;7 0 $o77 m;u]ķ u;lo|_ ;|uoѴ;l -m7 operations began. To meet higher market demand, DJSB has
Tamarind. secured an additional 20,000 m2 of open yard storage within
Jubail Commercial Port.
$_; b77Ѵ; -v| -m7 "o|_ vb- "" |;-lv 1om|bm;7 |o _oѴ7
on to its key market for the year under review specifically for DIALOG Services Saudi Arabia Co. Ltd. (“DSSA”) continues to
base oil supply in Oman and India. focus on specialised plant services to major plants in Saudi
Arabia such as SABIC, Saudi Aramco, Total-Aramco, Dow
Chemicals and Saudi Chevron.
THE TOP 3 KEY ACTIVITIES IN FY2019: Key activities targeted for FY2020:
uor v11;vv=ѴѴ bvv;7 -m7 -rruo;7 -m m|;]u-|;7 $_;bvbom=ou
+ƑƏƑƏbv|o|u-mv=oul|_;uor v|u1|u;
-Ѵb| -m-Ѵ -m7 -Ѵb| oѴb1 |o u;rѴ-1; bm7bb7-Ѵ " to ensure smooth and consistent support to all subsidiaries
for our Malaysian business units. The next step is to standardise through manpower and technical and IT support. Merging the
|_; "bm1Ѵ7bm]=oulv_;;|vķ_bѴ;l-bm|-bmbm]|_;"|-m7-u7 ISO certifications of the Malaysian businesses is the Group’s
Operating Procedures (“SOPs”) for individual business units. m;| v|;r bm ;v|-0Ѵbv_bm] - mb=oul -m7 v|-m7-u7bv;7 "ĺ
The Group has established a standardised monthly reporting Two areas were identified for expansion and improvement,
and document control system in SharePoint. It is in the process namely, painting and welding support. The intention is to acquire
of being rolled out for all new projects. Power BI is used to specialist support to:
extract data from site registers for ease of reporting.
• Review current DIALOG paint systems and make
recommendations for improvements; and
$_; -Ѵb|$;-lbm;m];u-m]u;1;b;7-
o1v;7!;1o]mb|bom
--u7 =uol $!" =ou ou ;1;ѴѴ;m| t-Ѵb| r;u=oul-m1; • Consolidate current Welding Procedure Specifications (“WPS”)
in Pengerang Deepwater Terminals Phase 2. -m7uo1;7u; -Ѵb=b1-|bom!;1ou7Őľ !Ŀő7-|-0-v;v-lom]
the different business units and establish a corporate database.
Capital and Financial Risk Management, DIALOG Financial Statements 2019: pages 81 to 85
• The global market’s economic, political • Oil price and currency volatility could
and social factors remain beyond the adversely impact the Group’s business
Group’s control. performance and affect the
MARKET AND BUSINESS sustainability of the Group.
• The oil and gas industry continues to
ENVIRONMENT
experience market uncertainty resulting
1omolb1 ;u=oul-m1;ķ "v|-bm-0bѴb|
from geopolitical conflicts and fears of
!;rou|Ĺ r-];v ҙƋ |o ҙƌ a global growth slowdown which may
impact the supply and demand equilibrium.
"|u-|;]b1 ѴѴb-m1;vĹ r-]; ƌҚ
• The Group’s business could be exposed • Such actions may have a material
to litigation risks by our clients, vendors effect on our financial status and
and other parties. operational results.
LEGAL
OPPORTUNITIES
Strategic Opportunities
The diversification of the Group’s businesses, combined with its financial strength and strong relationships with stakeholders,
would provide strategic opportunities for the Group to expand its businesses during different phases of the market cycle.
• The Group has established close working relationships with relevant local
enforcement authorities for security patrols at our operating facilities.
• The Group has security systems in place at all its work locations, covering
physical and IT systems. They are regularly reviewed to ensure effectiveness.
• Continuous initiatives, inclusive of awareness sessions, are carried out to
enhance the Group’s IT security system capabilities against latest IT and
cyber threats.
STRATEGIC ALLIANCES
DEAR STAKEHOLDERS,
We are pleased to share with you DIALOG’s
Sustainability Report for the financial year
ended 30 June 2019. This report provides
updates on our sustainability journey, as
we strive towards our vision of becoming
a sustainable leading integrated technical
service provider.
This report has been prepared in accordance with Bursa Malaysia’s Sustainability
Reporting Guide and hence, focuses on material sustainability matters for DIALOG
and its business.
B. INCLUSIONS
This report covers our global operations, which include operations outlined in the Corporate Profile section of this Annual
Report for the financial year ended 30 June 2019.
In the previous financial year ended 30 June 2018, DIALOG acquired the remaining interests in Dialog Terminals Langsat (1)
Sdn. Bhd. (formerly known as Langsat Terminal (One) Sdn. Bhd.) and Dialog Terminals Langsat (2) Sdn. Bhd. (formerly known
as Langsat Terminal (Two) Sdn. Bhd.), (collectively “Dialog Terminals Langsat” or “DTL”), which resulted in the DTL becoming
subsidiaries of the Group with effect from September 2017. Due to this acquisition, only DTL data from October 2017
onwards have been included in this report.
The collective data in this report are for the financial years ended 30 June 2017, 2018 and 2019.
C. EXCLUSIONS
In line with the basis of scope and consolidation above, this report does not include the operations of our Joint Venture &
Associate companies as listed in Note 9 to the Financial Statements for the financial year ended 30 June 2019.
REPORTING PERIOD
This report is produced annually, and the current report covers the period from 1 July 2018 to 30 June 2019.
CONTEXT
In this report, DIALOG Group Berhad is referred to as DIALOG or the Group. The content prioritises economic, environmental
-m7 vo1b-Ѵ Őľ"Ŀő l-||;uv 7;;l;7 l-|;ub-Ѵ |o - -Ѵ-vb-mŊ0-v;7 bm|;]u-|;7 |;1_mb1-Ѵ v;ub1; ruob7;u bm |_; obѴķ ]-v -m7
petrochemical industry.
7;|-bѴ;7 7;v1ubr|bom o= _o ; b7;m|b= l-|;ub-Ѵ " l-||;uv =ou u;rou|bm] -m7 lomb|oubm] 1-m 0; =om7 bm |_; "v|-bm-0bѴb|
Governance section, together with a description of our key stakeholders and stakeholder engagement process.
ASSURANCE
All financial data disclosed in this report has been independently assured as part of the Group’s annual financial audit and is
identical to that of the Group’s Annual Report 2019. While we have not undertaken third party assurance for all other data in
this report, we are actively working towards improving our sustainability reporting processes. The information provided in this
report is presented on a best-effort basis and is subject to further improvement in future reporting cycles.
SUSTAINABILITY GOVERNANCE
At DIALOG, our approach to sustainability is supported by sound decision making, policies and systems including effective internal
controls to manage risk as disclosed in our Statement of Risk Management and Internal Controls.
DIALOG’s sustainability governance is supported by key policies, systems, processes, standard operating procedures and best practices.
GOVERNANCE STRUCTURE
• Ultimate responsibility
BOARD OF
Ŏ mvu;v 0vbm;vv v|u-|;] 1om|-bmv vv|-bm-0bѴb|
DIRECTORS
• Approves sustainability strategies
RISK
MANAGEMENT Ŏ -Ѵ-|;v o;u-ѴѴ ubvhv ş orrou|mb|b;v
COMMITTEE
STAKEHOLDER ENGAGEMENT
An integral part of our sustainability management approach is listening and responding to our priority stakeholders. Stakeholders
are people who impact our business or are affected by our operations.
Feedback from stakeholders helps us understand their expectations, needs and concerns, allowing us to prioritise issues more
effectively and address them in a timely manner. This feedback contributes to our overall business strategy and helps us meet
our combined sustainability goals.
We reach out to stakeholders through a variety of formal and informal communication channels. These valuable platforms allow
us to share knowledge and best practices while networking more effectively with other market players and industry experts.
SUSTAINABILITY GOVERNANCE
EMPLOYEES SHAREHOLDERS
• Management-Staff Ŏmm-Ѵş -u|;uѴ!;vѴ|v
m]-];l;m|";vvbomv • Investor Roadshows
Employees
• Intranet • DIALOG Website
• Staff Activities • Annual General Meeting
Government & • Team Building Sessions Ŏ_b0b|bomv
Customers
Regulators
GOVERNMENT AND CUSTOMERS
STAKEHOLDERS • Performance Reviews
REGULATORS
ENGAGEMENT • DIALOG Website
• Audits & Inspections
Ŏ;;|bm]-m7m]-];l;m| • Networking Sessions
Sessions • Site Visits
Financiers Business
Partners BUSINESS
FINANCIERS
• Briefings PARTNERS
• Site Visits
Shareholders • Site Visits
• Team Building Sessions
Ŏ-m-];l;m|m]-];l;m|v
• Social Activities
We developed a structured process to identify, prioritise and validate material economic, environmental and social matters
(“sustainability matters”) with a clear focus on key impacts, risks and opportunities.
Based on our materiality assessment process, the 5 material key sustainability matters are as follows:
ECONOMIC PERFORMANCE
R
As an integrated technical service provider to the oil, gas and petrochemical industry,
Economic Performance DIALOG’s business model is well structured to address the volatility risks posed by oil
is material and prices and currency movements to the sustainability of the Group. The Group has
proactively adopted various strategies in its business, including:
important to DIALOG
because it ensures the • Diversification across the upstream, midstream and downstream sectors of the oil,
gas and petrochemical industry;
sustainability of the
Group and our • Growing long term recurring income across all sectors;
ECONOMIC PERFORMANCE
3,791.2
3,500.9
4,000
3,111.5
Shareholders’ Equity (RM ‘million)
3,500
2,414.7
3,000
1,979.8
2,500
1,559.5
1,352.4
2,000
1,193.6
1,500
583.1
477.5
440.6
1,000
379.2
324.5
313.6
291.2
275.8
223.5
196.8
145.9
110.9
80.2
47.1
500
33.9
39.0
0
’96 ’97 ’98 ’99 ’00 ’01 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19
Financial Year
bb7;m7oѴb1o=ƓƏѷ-o|u-ঞo
214.6
180.4
200
71.4 152.7
148.6
Total Dividend (RM’million)
150 24%
Compounded
116.9
113.0
Annual Growth
Rate
100
79.9
35.7 73.2
74.2
61.3
81.3
54.6
20.9 29.8 50.7
50
32.1
22.5
16.7
18.7
11.6
37.5
10.3
4.4
6.5
5.4
1.4
1.4
2.4
0
’96 ’97 ’98 ’99 ’00 ’01 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19
Financial Year
Net Cash Dividend Payment Special Share Dividend
PLAN
ZERO DAMAGE TO
ENVIRONMENT
ACT DO
ZERO NON-COMPLIANCE
*Loss Time Injury Rate is defined as the number of Lost Time Injuries per million man-hours worked. Lost Time Injuries is further defined as
a work related injury or illness which renders the injured person unable to perform his/her normal duties on any day immediately following
the day of the incident. It includes fatality, permanent total disability, permanent partial disability and loss of workday case. The Lost Time
Injury Rate is based on aggregated Employee and Contractor man-hours.
LTIR, TRIR and the number of work-related employee and contractor fatalities over the last 3 years are as follows:
Lost Time Injury Rate Total Recordable Injury Rate )ouh!;Ѵ-|;7lrѴo;;
-|-Ѵbঞ;v )ouh!;Ѵ-|;7om|u-1|ou
-|-Ѵbঞ;v
0.29
0.92
0.66
1
0.11
0.39
0
0
0
0.05
’17 ’18 ’19 ’17 ’18 ’19 ’17 ’18 ’19 ’17 ’18 ’19
);1om|bmovѴv|ub;|oblruo;ou"
performance through the implementation of
-ubov ""ruo]u-ll;vĺ);
provide adequate and relevant training to
ensure that people responsible for tasks
involving significant safety hazards have the
necessary training and skills.
); -u; _omou;7 |o _-; 0;;m -11ou7;7 |_; =oѴѴobm] --u7v -m7 lbѴ;v|om; u;1o]mb|bomv 0 ou 1Ѵb;m|v =ou ou -ubov "
achievements for the last three years.
Dialog Plant Services Sdn. Bhd. Best Contractor Of The Month TechnipFMC
(27 March 2019)
Dialog Terminals Langsat (1) Sdn. Bhd. Ƒm7 " "$ 1;ѴѴ;m1; -u7 " "$
(formerly known as Langsat Terminal 2018
(One) Sdn. Bhd.)
Pacific Advance Composites Sdn. Bhd. Mega Osh Tool Box (2 May 2018) Malaysian Society for Occupational,
"-=;| -m7 ;-Ѵ|_ Őľ""Ŀő
Dialog Plant Services Sdn. Bhd. ;v| " ;u=oul-m1; ŋ ƑƏƐƕ $!" ;m-rbv-m Ő;Ѵ-h-ő "7mĺ
Bhd.
Dialog Plant Services Sdn. Bhd. ;v| " ;u=oul-m1; $!" ;m-rbv-m Ő$;u;m]]-mő
(23 January 2017) Sdn. Bhd.
Dialog Fabricators Sdn. Bhd. !$ ŋ Ƒ $;ulbm-Ѵ uof;1| "" -u7 Samsung C & T Sdn. Bhd.
(2 February 2017)
ENVIRONMENT PROTECTION
DIALOG recognises that climate change poses a significant long We continue to practise the 3Rs (Reduce, Reuse, Recycle) approach
term risk to the environment and the business – hence, the Group to manage scheduled wastes generated by our operations. All
is committed to operating responsibly to ensure we minimise our scheduled wastes are managed by our own Certified Scheduled
impact to the environment, taking into consideration our energy Waste Competent Person registered and recognised by the
usage, fresh water consumption, greenhouse gas emissions, the ;r-u|l;m| o= mbuoml;m|ĺ
protection of biodiversity and waste management.
Across different parts of the business, we have taken steps For our operations in Saudi Arabia, water issues have been
towards minimising our climate change and environmental impact. identified as an operational risk as it is a water-stressed location.
To mitigate this risk, we have undertaken various initiatives to
;|-bѴ;7 mbuoml;m| lr-1| vv;vvl;m|v Őľ vĿő -u; 1-uub;7 manage our water use/water issue risk in Saudi Arabia – such as
out at the beginning of new projects (such as in Pengerang, Johor). prohibiting the cleaning of vehicles and equipment in the base.
$_;v1or;o=|_; vbm1Ѵ7;blr-1|-vv;vvl;m|vom0bo7b;uvb|ķ If unavoidable, we use a pail for cleaning instead of using spray
water pollution, air quality, noise pollution and waste management. water. For drinking water, bottled water is purchased to control
$_;v; -u; |_;m v;7 |o 7;ub; vb|; vr;1b=b1 mbuoml;m|-Ѵ consumption. We also conduct weekly inspections of our facilities
-m-];l;m| Ѵ-mv -m7 om]obm] mbuoml;m| omb|oubm] to ensure there are no water leakages or wastage of water.
Management Plans for the duration of the project. As an added
monitoring measure, state-of-the-art monitoring devices are also In support of green initiatives, our employees continue to practise
being used to enable live monitoring of environmental statistics simple daily routines such as separating and recycling waste, and
such as Total Suspended Solids (“TSS”) and turbidity. minimising printing by using both sides of paper as well as using
recycled paper.
u-|-Ѵv|-m7Ѵbm]";ub1;v|;-lv|-v1ollb||;7|oor;u-|bm]
in a dust-free environment. All catalyst handling equipment is As an added measure to manage our energy consumption, the
designed with a ‘closed-loop’ function which prevents the emission uorĽv ;-7t-u|;uvķ $)!ķ bvu;;mbѴ7bm] m7;
of harmful or toxic dust from polluting the atmosphere. This (“GBI”) compliant. The building has incorporated environment-
commitment to protect the environment is in compliance with friendly features and designs – including energy-efficient lighting
ou"! "ņ $"ƐƓƏƏƐĹƑƏƐƔ1;u|b=b1-|bomv_b1_]b7; with sensor controls which turn lights out when there is sufficient
all works performed. daylight, zone controlled air conditioning to be switched off in
areas not in use, gardens with planted trees and plants for staff’s
We also use Life Cycle Analysis (“LCA”) to assess the environmental use and engagement activities.
impacts in our Fibreglass Reinforced Plastic (“FRP”) division where
we manufacture composite pipes and systems. The LCA resulted
in the recycling and reuse of acetone for the cleaning process,
which consequently reduced the quantity of acetone waste
generated.
HSE COMPLIANCE
!;]Ѵ-u bmvr;1|bomv -m7 -7b|v -u; r;u=oul;7 -| vrrѴb;u -m7 ruof;1| vb|;v |o ;mvu; v|ub1| -7_;u;m1; |o ou " oѴb1 -m7
ruo1;7u;v -v ;ѴѴ -v l;;|bm] ou ;1;;7bm] u;]Ѵ-|ou -m7 1Ѵb;m| u;tbu;l;m|vĺ $_; uor " "|;;ubm] ollb||;; l;;|v ;;u
quarter to review performance and findings.
During the year under review, there were a total of 3 minor non-compliance findings (FY2018: 10) from the Department of
11r-|bom-Ѵ "-=;| -m7 ;-Ѵ|_ Őľ "Ŀő -m7 |_; ;r-u|l;m| o= mbuoml;m| Őľ Ŀő bm u;Ѵ-|bom |o ou -Ѵ-vb- r;u-|bomvĺ
These resulted in three fines amounting to RM6,500 (FY2018: Nil). We have since implemented the recommended controls and
1omv;t;m|Ѵķ |_;v; -1|bomv _-; 0;;m -11;r|;7ķ -m7 |_; =bm7bm]v 1Ѵov;7 0 " ş ĺ
u""bmb|b-|b;v_-;_;Ѵr;7|o;mvu;|_-|ouv0vb7b-ub;vo0|-bm;7|_;=oѴѴobm]bm|;um-|bom-ѴѴu;1o]mbv;71;u|b=b1-|bomvĹ
b-Ѵo] Ѵ-m| ";ub1;v "7mĺ _7ĺ Ő ő Őbm1Ѵ7bm] b-Ѵo] -|-Ѵv| ";ub1;v "7mĺ _7ĺő 2006
Dialog Plant Services Sdn. Bhd. (Nilai) (including Dialog Catalyst Services Sdn. Bhd.) 2006
Dialog Plant Services Sdn. Bhd. (Labohan) (including Dialog Catalyst Services Sdn. Bhd.) 2006
ISO 14001:2015
b-Ѵo] Ѵ-m| ";ub1;v "7mĺ _7ĺ Ő ő Őbm1Ѵ7bm] b-Ѵo] -|-Ѵv| ";ub1;v "7mĺ _7ĺő 2018
Dialog Plant Services Sdn. Bhd. (Nilai) (including Dialog Catalyst Services Sdn. Bhd.) 2018
Dialog Plant Services Sdn. Bhd. (Labohan) (including Dialog Catalyst Services Sdn. Bhd.) 2018
ISO 14001:2004
ISO 45001:2018
The certifications above collectively represent 41% of our operational sites for the financial year ended 30 June 2019.
During the year, the following events and talks were undertaken to increase awareness and educate our employees on matters
related to personal health and well-being:
TOPICS DATE
$-Ѵh ŋ 1|; ;-u| ||-1h -m7 "|uoh;ĺ )_-| +o "_oѴ7 mo 23 January 2019
$u-bmbm] ŋ 11r-|bom-Ѵ "-=;| m7 ;-Ѵ|_ bm |_; ==b1; 22 April 2019
HIV/AIDS
)b|_|_;bm1u;-vbm]ubvho=-]Ѵo0-Ѵu;vu];m1;bm(ņ "]Ѵo0-ѴѴķ|_;uor1om|bm;7|-hbm]v|;rv|obm1u;-v;--u;m;vv
o= (ņ " -m7 -7o1-|; ( ru;;m|bomķ |u;-|l;m|ķ 1-u; -m7 vrrou| v;ub1;vĺ _-v 0;;m - rѴ-|bml l;l0;u o=
|_; -Ѵ-vb-m vbm;vv omvou|bl om (ņ " ŐľĿő _b1_ -v v;| r 0 |_; -Ѵ-vb-m b7v om1bѴ ŐľĿőķ vbm1;
1|o0;u ƑƏƐƕĺ -v ;v|-0Ѵbv_;7 |o ruob7; ]b7;Ѵbm;v |o ;lrѴo;uv -m7 ;lrѴo;;v om -rruorub-|; -m7 ;==;1|b; -v
o= ru;;m|bm] -m7 l-m-]bm] ( bm |_; ouhrѴ-1;ķ |o ruolo|; ;71-|bom -m7 --u;m;vv om ( -m7 "ķ -m7 |o lo0bѴbv;
rub-|; v;1|ou u;vromv; |o ( -m7 " -| |_; ouhrѴ-1;ĺ m vrrou| o= |_bv -];m7-ķ |_; uor 1om71|;7 |_; =oѴѴobm]
activities in November 2018:
TOPICS DATE
14 November 2018
$-Ѵh ŋ ( ƐƏƐ
15 November 2018
OUR PEOPLE
$o _-um;vv |_bv v|u;m]|_ķ ; ;mvu; |_-| ou ;lrѴo;;v ouh |o];|_;u -v
As such, it is DIALOG, by sharing a common understanding of our corporate culture, leadership
inherently important values and behaviours, and professional competencies required to achieve both
for us to manage our individual and business goals.
people effectively, and
Our corporate core values are key to achieving this balance. They send a clear
to build a workplace
message on our guiding principles of integrity and teamwork. They also reinforce
culture that attracts, ou1ollb|l;m||om|;]ub|ķ"ķ -Ѵb|ķolr;|;m1-m71;ѴѴ;m1;ĺ| ķ
rewards and retains we value diversity and actively promote the exchange of knowledge and experience
talent. to continually develop our global workforce.
Active and consistent expression of values and policies are communicated to our
;lrѴo;;v |_uo]_o| |_;bu ;lrѴol;m| b|_ vķ b- ou lrѴo;; m71|bom
Programme, staff engagement activities and other channels such as our intranet and
m;vѴ;||;uvĺ$_;-u;-Ѵvo1Ѵ;-uѴv|-|;7bmoulrѴo;;-m70ooh|_-|bv--bѴ-0Ѵ;
to all employees.
OUR PEOPLE
); -u; 1uu;m|Ѵ ru;r-ubm] |o uoѴѴ o| - m; l-m !;vou1;v Employees by Country
-m-];l;m| "v|;l Őľ!"Ŀő m;| ;-uĺ $_; m; vv|;lķ -r|Ѵ
m-l;7 ľ;orѴ;Š Ŀķ bv 1Ѵo7Ŋ0-v;7 -m7 bѴѴ ;m_-m1; |_; Country FY2017 FY2018 FY2019
o;u-ѴѴ ;lrѴo;; ;r;ub;m1; bm l-m !;vou1; Őľ!Ŀő l-||;uvķ
Malaysia 1,417 1,639 1,924
-v ;ѴѴ -v blruo; uor !Ľv ;==b1b;m1ĺ $_bv bm;v|l;m| =ou
Singapore 104 117 123
our employees, based on best practice processes and enabled by
Australia &
technology, will allow us to deploy our resources more productively, 490 471 577
; ,;-Ѵ-m7
u;71;Ѵb-0bѴb|ubvhvķ-m7l-m-];ou!or;u-|bomvlou;;==b1b;m|Ѵĺ
b77Ѵ; -v| 307 296 284
Other Countries 65 73 71
LOCAL HIRING
Total 2,383 2,596 2,979
In recognising that the Group plays a significant role in creating
employment, we endeavour to hire locally in the countries where
we operate. Local hiring and skills development can generate Local Hiring
significant economic benefits for the communities near our operations
and is a priority in DIALOG. This approach has been mutually
16%
20%
17%
beneficial: it builds our local talent pipeline and strengthens
community and employee relations. The Group’s workforce is
84%
currently made up of 84% local hires across 9 countries.
83%
80%
DIALOG takes a firm stance against child or forced labour. With
the problem of child labour and forced labour gaining prominence
on the global human and labour rights agenda, DIALOG has ensured
that we comply with all applicable laws and regulations in relation
to child protection and labour laws in the countries we operate Foreign
in. Alongside this, DIALOG is also compliant with local laws in the
Local
countries we operate in pertaining to freedom of association,
working hours/overtime, collective bargaining and minimum wage.
OUR PEOPLE
DIVERSITY
Promoting inclusiveness and diversity within our workplace Our workforce is diverse in terms of age groups - 55% are
fosters an open-minded company culture which is essential to between the ages of 30 to 50, 29% below the age of 30 and
our success. 16% above the age of 50. This ensures a healthy pipeline and
succession planning opportunities within DIALOG which will
sustain us for the long term.
40%
35%
57%
56%
55%
65%
62%
60%
29%
29%
27%
Contract
16%
16%
15%
Permanent
OUR PEOPLE
22%
17%
16%
18%
Senior
21%
Management
18%
84%
83%
82%
22%
Upper
Management 22%
20%
33%
Middle
28%
Management
30% Women
Men
FY2017 FY2018 FY2019 ’17 ’18 ’19
CONDUCIVE WORKPLACE
At DIALOG, we also recognise the importance of maintaining a
caring environment, as a conducive workplace will promote safety,
health, and a sense of belonging for all employees. All of this
helps in the retention of employees. Amongst some of the benefits
we provide are:
Ŏ lrѴo;; ;ѴѴm;vv =-1bѴb|b;v -m7 -1|bb|b;v v1_ -v - ]l -m7
sports activities including running, badminton, futsal and weekly
o]-ķ7-m1bm]-m7 b]om]1Ѵ-vv;vou]-mbv;70|_;"rou|vѴ0ĺ
;-Ѵ|_|-Ѵhv-m7
bm-m1b-ѴrѴ-mmbm]|-Ѵhv-u;-Ѵvo_;Ѵ7r;ubo7b1-ѴѴĺ
• Competitive medical coverage and benefits.
• A Staff Welfare Programme, since 2001, where we provide
schooling assistance to lower income Malaysian employees.
OUR PEOPLE
ou lou; bm=oul-|bom om |_; ""ķ rѴ;-v; u;=;u |o |_; "" Ŋ-v -v r0Ѵbv_;7 om ou ;0vb|; -| ĺ7b-Ѵo]-vb-ĺ1olĺ
www.dialogasia.com/circular-to-shareholders
WHISTLEBLOWING
In addition to all of the above, we also acknowledge the importance of providing a safe and trusted channel for our employees to
escalate issues and any wrongdoing such as bullying and harassment. As such, we have implemented a whistleblowing policy which
accepts anonymous reports. For more details on our whistleblowing policy, please refer to www.dialogasia.com/whistleblowing-policy.
ourou-|; o;um-m1; ;ub; "|-|;l;m|Ĺ r-];v Ǝƌ |o ƈƇƉ
www.dialogasia.com/whistleblowing-policy
Aside from current skill requirements, our learning and development strategy also takes
into account the need for our workforce at all levels to be capable and prepared to meet
future demands. To this end, various human capital development activities – training
seminars, knowledge sharing sessions, e-learning programmes, briefings – are organised all
year round for the continuous learning of our employees. In this regard, aside from
proactively encouraging our employees to upskill themselves, all employees have to meet
Ѵ;-umbm] ş 7;;Ѵorl;m| |-u];|v ;-1_ ;-uķ -v r-u| o= |_;bu vĺ
29% 10%
20%
85% 15%
86% 14%
21%
25%
79%
61%
58%
55%
HSE
Technical/ Management
m1ঞom-Ѵ
"o[vhbѴѴvş Non-Management
Leadership
’17 ’18 ’19 ’17 ’18 ’19
CAREER DEVELOPMENT
It is a group-wide practice for all employees to receive performance To provide career development opportunities and exposure,
reviews. This is to appraise their achievements against key we regularly send our employees on various local and overseas
performance indicators that contribute to the Group’s performance assignments, or second them to our JV Partners when
scorecard, and to help chart their career development within opportunities arise.
DIALOG.
DIALOG also offers work experience opportunities to young
graduates. During the financial year, we rolled out the enhanced
Description FY2017 FY2018 FY2019
;uvbomo=ou+om]m]bm;;uvuo]u-ll;-bl;7-|7;;Ѵorbm]
% of employees who future talent for the Group. For FY2019, 74 graduates
received a regular 100% 100% 100% (FY2018: 56) were hired and placed in various divisions within
performance review the Group, including placement at our workshops and projects
in states where we have a presence.
In FY2017, we carried out the biennial Skills Assessment which
83% of our employees had submitted online. As we are in the In addition to the above, we have in place an Internship Programme
ruo1;vv o= blrѴ;l;m|bm] - m; 1Ѵo7Ŋ0-v;7 l-m !;vou1; that provides workplace exposure for university students. This
Management System in FY2020, the subsequent cycle of Skills helps to identify and nurture potential talent. In FY2019, 12
Assessment will be postponed until the system goes live. interns (FY2018: 40) were accepted for this programme.
Terminals Attachment
Programme
DIALOG firmly believes in not only giving back, but also to actively invest
in the growth of the communities where we operate. CORPORATE SOCIAL
RESPONSIBILITY (“CSR”) is important to us because the majority of our
workforce is local, and positively impacting these communities will ultimately
contribute to the sustainability of the Group’s business. In FY2019, DIALOG
contributed a total of RM2.9 million towards its CSR activities.
RM2.9 MILLION
CONTRIBUTION 560 10 2,800 20
IN FY2019
RM2.7 MILLION
CONTRIBUTION 1,416 13 843 10
IN FY2018
RM2.3 MILLION
CONTRIBUTION
IN FY2017
1,366 15 594 7
PERLIS
KEDAH
PAHANG
SELANGOR
KUALA LUMPUR
R
SARAWAK
MELAKA JOHOR
m1oѴѴ-0ou-|bomb|_-m]hohĽv-hvb7bv|ub1|o==b1;ķ|_;-vb_
food aid programme officially kicked-off in December 2018 in
Laksi with 81 low-income families under sponsorship from Dialog
Systems (Thailand) Limited. Beneficiary families are those earning
- 1ol0bm;7 _ov;_oѴ7 bm1ol; o= 0;Ѵo $ƐƑķƏƏƏ r;u lom|_ĺ
-Ѵvovr;m|-m-77b|bom-Ѵ!ƒƏķƏƏƏ|ou;r-bu""m]-b -Ľvr;ubl;|;u=;m1bm]
and built a side access gate.
m rubѴ ƑƏƐƖķ 1om|ub0|;7 !ƐƏƏķƏƏƏ |o-u7v "-u--h _-ub| oѴ= bm -b7 o= |_; "-u--h !u-Ѵ b7v 71-|bom
m7ĺ $_;
event raised RM1.08 million from 44 donors including DIALOG. Its proceeds will aid 1,400-1,500 students in rural Sarawak schools
|_uo]_ |_; -vb_ ļo; "1_ooѴĽ 0uv-u ruo]u-ll;ĺ
CALENDAR OF EVENTS
30th Annual General Meeting Focused Recognition Award for Value Creator:
1;ѴѴ;m| ;u=oul-m1; o= $Ƒ -Ѵ-vb-Ľv |v|-m7bm] -u7
|o $-m "ub u ]- oom ;-|
CALENDAR OF EVENTS
18 June 2019
MEDIA HIGHLIGHTS
www.dialogasia.com/newsroom
DIALOG ;-7t-u|;uv
Overview Key Management Discussion
Messages and Analysis
CORPORATE INFORMATION
PRINCIPAL BANKERS
SOLICITORS
AmBank (M) Berhad
-_Ŋ-l-ub-_ ş _bѴbr o_
OCBC Bank (Malaysia) Berhad
Rahmat Lim & Partners
! -mh ;u_-7
Shearn Delamore
Standard Chartered Bank Malaysia Berhad
Raja Darryl & Loh
CIMB Bank Berhad
Sreenevasan Young
Malayan Banking Berhad
CORPORATE STRUCTURE
As at 13 September 2019
ƐƏƏѷ b-Ѵo] tb| "7mĺ _7ĺ ƒƏѷ ;u|b_ $;ulbm-Ѵv "7mĺ _7ĺ
ƐƏƏѷ
Pengerang Marine Operations
Sdn. Bhd.
ƐƏƏѷ
"m]-b !;m]b| m7v|ub-Ѵ v|-|; ƐƏƏѷ Dialog Systems (Labuan) Ltd.
Sdn. Bhd.
Dialog Upstream Services ƐƏƏѷ b-Ѵo] "v|;lv m|;um-|bom-Ѵ
,
ƐƏƏѷ Dialog Subsurface Technology Sdn. Bhd.
Sdn. Bhd. ƐƏƏѷ
ƐƏƏѷ
Dialog Petroleum Technical Services
(Beijing) Limited
ƐƏƏѷ Dialog Plant Services Sdn. Bhd. ƐƏƏѷ Dialog Catalyst Services Sdn. Bhd. Dialog Services Saudi
ƐƏƏѷ Dialog (Labuan) Ltd. ѵƏѷ
Arabia Co. Ltd.
ƐƏƏѷ b-Ѵo] ş "7mĺ _7ĺ ƔƔѷ b-Ѵo] ==v_ou; m]bm;;ubm] "7mĺ _7ĺ ƓƖѷ Dialog Systems (Thailand) Limited
ѵƏѷ
Dialog Jubail Supply
ƐƏƏѷ Saga Dialog Sdn. Bhd. ƐƏƏѷ Dialog Construction Sdn. Bhd. Dialog Technology and Base Co. Ltd.
ƖƖѷ
Services Limited Dialog Marine
ƐƏƏѷ (Labuan) Ltd.
ƐƏƏѷ b-Ѵo] ş "7mĺ _7ĺ ƖƏѷ PT. Dialog Sistemindo
ƐƏƏѷ
Pacific Advance Composites ƐƏƏѷ Dialog Services Pte Ltd
Sdn. Bhd. -|-Ѵv| -m7Ѵbm] !;v;-u1_
ƐƏƏѷ Ŋ b-Ѵo] |; |7 ƐƏƏѷ
ş m]bm;;ubm] blb|;7
ƐƏƏѷ Dialog Fabricators Sdn. Bhd. ƐƏƏѷ b-Ѵo] $ "7mĺ _7ĺ
ƐƏƏѷ Dialog Systems Pte Ltd ƕƓѷ $ oѴ7bm]v |; |7
ƐƏƏѷ Dialog Systems (Asia) Pte Ltd ƐƏƏѷ b-Ѵo] m]bm;;ubm] |; |7 Dialog Plant Services
ƐƏƏѷ
ƐƏƏѷ Pengerang Terminals (Five) Sdn. Bhd. Pte Ltd
ѶƏѷ b-Ѵo] $ |; |7
ƐƏƏѷ b-Ѵo] m;u] "7mĺ _7ĺ ƐƏƏѷ Pengerang CTF Sdn. Bhd.
Dialog Terminals Langsat (1) Sdn. Bhd.
ƓƏѷ b-Ѵo] $ -m7 m1ĺ
ƐƏƏѷ
ѵƏѷ Dialog Terminals Sdn. Bhd.+ (Formerly known as Langsat Terminal (One)
Sdn. Bhd.) Overseas Technical
ƐƏƏѷ
m]bm;;ubm] -m7 ƐƏƏѷ Overseas Manufacturing
Dialog Terminals Langsat (2) Sdn. Bhd. (Johor) Sdn. Bhd.
ƐƏƏѷ (Formerly known as Langsat Terminal (Two) Construction Pte Ltd
Sdn. Bhd.)
ѵƏѷ Dialog Services Sdn. Bhd. ƐƏƏѷ Dialog Services Pty Ltd
Dialog Terminals Langsat (3) Sdn. Bhd.
ƐƏƏѷ (Formerly known as Langsat Terminal (Three)
Sdn. Bhd.) ƖƏѷ Dialog Fitzroy Limited
ƐƏƏѷ Dialog Properties Sdn. Bhd. (Formerly known as
b|uo m]bm;;ubm] uor Limited)
Ɛƕѷ Dialog Innovation Ventures Sdn. Bhd.
ƐƏƏѷ 104 Dixon Street Limited
ƐƏƏѷ Infodasia Sdn. Bhd. ƔƐѷ DIV Services Sdn. Bhd.^
ƖƏѷ Dialog Fitzroy Tower Services LimitedŠ
ƔƐѷ DIV Systems Sdn. Bhd.^ (Formerly known as Fitzroy Tower Services Limited)
ƒƑѷ BC Petroleum Sdn. Bhd. ƐƏƏѷ Fineline Services Limited
ƐƏƏѷ Dialog D & P Sdn. Bhd.
ƕƔѷ -ѴѴb0u|om --m ;|uoѴ;l "7mĺ _7ĺ ƐƏƏѷ Dialog Fitzroy Australia Pty Ltd
ƐƏƏѷ Dialog Resources Sdn. Bhd. (Formerly known as
b|uo m]bm;;ubm] v|u-Ѵb- | |7ő
ORGANISATION STRUCTURE
BOARD OF
DIRECTORS
Joint
Company Secretaries
EXECUTIVE
CHAIRMAN
MANAGEMENT
COMMITTEES
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
This Corporate Governance Statement outlines how DIALOG has applied the Principles
and Practices of the Code during the financial year under review.
1. BOARD RESPONSIBILITIES iii. review and adopt the overall vi. set the risk appetite within which
strategic and sustainability plans the Board expects Management
The Board is the ultimate decision-
and programmes for the to operate and ensure that
making body of the Group, with the
Company and the Group, to there is an appropriate risk
exception of matters requiring
ensure long-term value creation. management framework to
shareholders’ approval. The Board
This includes setting performance identify, analyse, evaluate,
assumes, amongst others, leadership,
objectives and policies manage and monitor significant
due care and fiduciary duties under
where economic, environment financial and non-financial risks;
Companies Act 2016 and applicable
and social considerations
laws, and the following duties and vii. review the adequacy and
underpinning sustainability are
responsibilities:- integrity of internal control
substantively incorporated;
systems and management
i. together with senior
iv. supervise and assess information systems, including
management, promote a culture
Management’s performance to systems for compliance with
of good corporate governance
determine whether the business applicable laws, regulations,
within the Company which
is being properly managed; rules, directives and guidelines;
reinforces ethical, prudent and
professional behaviour; v. understand the principal risks viii. establish a succession plan for
of the Company’s business and Board and Senior Management,
ii. review, challenge and decide on
recognise that business decisions including appointing, training
Management’s proposal(s) for
involve the taking of appropriate and fixing the responsibilities
the Company and monitor the
risks; and remuneration of the Chief
implementation by Management;
;1|b;==b1;u-m7;1|b;
Directors of the Group;
ix. ensure that Senior Management $-m "ub u ]- oom ;-| bv |_; The Directors also have access to
has the necessary skills and ;1|b; _-bul-m -m7 u _-m advice and services from the external
experience; +; -b bv |_; ;1|b; ;r| auditors and other independent
Chairman of the Group. Tan Sri Dr professionals upon their request.
x. develop and implement an
Ngau focuses on steering DIALOG
investor relations programme or
on its vision while Mr Chan is The Board meets at least once every
shareholder communication
involved in dealing with businesses quarter with additional Board
policy for the Company;
strategies and new ventures. Tan Sri meetings to be convened as and
xi. ensure the integrity of the Dr Ngau and Mr Chan each has more when necessary. Prior to the meetings
Company’s financial and non- than 40 years’ experience in the oil, of the Board and Board Committees,
financial reporting; gas and petrochemical industry and board papers which include the
their track record and capabilities in agenda and reports relevant to the
xii. oversee and monitor work
leadership, entrepreneurship skills issues of the meetings covering the
health and safety processes,
and business acumen is immeasurable. areas of quarterly financial results,
performance and issues;
m1bhv|-==--l-Ѵbm0-h-u progress reports of the various core
xiii. promote ethical values and who is the Chief Operating Officer services, corporate development,
standards in the workplace; of the Group, manages the operations regulatory updates, business
xiv. implement gender diversity of the Group. development, audit reports, risk
policies by taking steps to management reports and/or updates
ensure that women candidates The Company Secretaries play an on sustainability matters including
are sought as part of the important advisory and compliance corporate social responsibility, are
recruitment exercise; and role, and are a source of information circulated to all Directors. The
and advice to the Board and Board information supplied to the members
xv. carry out or perform such other Committees on issues relating to of the Board and Board Committees
functions necessary for the compliance with laws, rules, is relevant and timely to enable the
discharge of its fiduciary duties procedures and regulations affecting members of the Board and Board
under the relevant laws, rules the Company and the Group. The Committees to review matters and
and regulations. Board has direct and unrestricted bring such matters to the meetings
access to the advice and services of for deliberation. Management
The Board has delegated specific the Company Secretaries. The personnel from the various core
responsibilities to six (6) Board appointment of the Company services are invited to provide
Committees, namely the Audit Secretary is decided by the Board. additional insights and deliberations
Committee, Nomination Committee, in respect of their areas of
Remuneration Committee, The Company Secretaries of Dialog responsibilities during the Board and
Management Committee, Risk Group Berhad are qualified to act as Board Committee meetings.
Management Committee and company secretaries under Section
lrѴo;;vĽ "_-u; r|bom "1_;l; 235(2) of the Companies Act 2016. The minutes of the board meetings
Őľ""Ŀő ollb||;;ĺ One of them is a member of the are circulated prior to the next board
Malaysian Institute of Accountants meeting for review and comments.
These Board Committees operate whilst the other two are members
under clearly defined roles and of the Malaysian Institute of During the financial year ended 30
responsibilities as set out in its Chartered Secretaries and June 2019 (“FY2019”), six (6) meetings
respective terms of reference. They Administrators. The Company of the Board were held. All Directors
have the authority to deal with Secretaries regularly attend trainings have complied with the requirement
particular issues and report to the to keep abreast with latest in respect of board meetings
Board with their respective developments in regulatory changes attendance as provided in DIALOG’s
recommendations, if any. and developments in corporate Constitution.
governance.
The attendance of the members of the board at all meetings were recorded Code of Ethics
during FY2019, details of which are set out as below:-
$_;o7;o=|_b1vķ_b1_=oulvr-u|
of the Board Charter, sets out the
No. of meetings broad standards of conduct and basic
Name
attended principles to guide the Board in
carrying out their duties and
$-m "ub u ]- oom ;-| 6/6
responsibilities to the highest
_-m +; -b 6/6 standards of personal and corporate
integrity.
Datuk Oh Chong Peng 6/6
-l-ub-_ bm|b -l7-m 6/6 The Group has also in place a Code
o= |_b1v =ou b|v ;lrѴo;;v _b1_
"b|b _-buom bm|b "_-ub== 6/6
encompass all aspects of its day to
-|oĽ vl-bѴ bm -ubl 6/6 day business operations. Directors
and employees of the Group are
Tunku Alizakri Bin Raja Muhammad Alias 5/6 expected to observe high standards
_; m] -u 6/6 of integrity and fair dealings in
relation to customers, staff and
,-bm-0 bm|b o_7 "-ѴѴ;_ 5/6 regulators in the communities within
which the Group operates and ensure
The schedule of meetings which provides the tentative dates for meetings of compliance with all applicable laws,
the Board, Audit Committee and Annual General Meeting (“AGM”) is circulated rules and regulations to which the
to the Directors before the beginning of each calendar year to enable the Group is bound to observe in the
Directors to plan ahead and coordinate their respective schedules. performance of its duties.
Whistleblowing Policy important in ensuring that the Malaysia”) of having at least 1/3
strategies proposed by the independent directors on the Board.
The Company has adopted a
Management are fully discussed and Furthermore, the Board Charter sets
Whistleblowing Policy (“the Policy”)
intently deliberated, and thus in the out, amongst others, reserved matters,
in 2019. The objective of this Policy
long term, the interest of all for which the Board is the sole
is to provide an avenue for all
stakeholders of the Group is deciding authority, which provides a
employees of DIALOG and members
safeguarded. check and balance in the decision
of the public who have become aware
making process of the Group.
of or genuinely suspect that an
The Directors with their different
employee, business partner, contractor
backgrounds and specialisations, The Nomination Committee
or supplier has engaged, is engaged
collectively bring with them a wide has been established to take
or is preparing to engage in any
range of experience and expertise on the responsibility of making
Improper Conduct or Detrimental
from engineering, construction, recommendations for appointments
Action (as defined in the Policy), to
marketing, accounting, finance, to the Board and ensuring that the
report possible improprieties at the
economics, legal, corporate to general Board comprises individuals with the
earliest opportunity without fear of
management disciplines suitable for requisite skills, knowledge, qualities
reprisal or Detrimental Action. The
managing the Group’s businesses in and experience. The Nomination
Policy is published on the Company’s
the oil, gas and petrochemical Committee is guided by its terms of
website at www.dialogasia.com.
industry. A brief profile of each reference (which is published on the
www.dialogasia.com/whistleblowing-policy
Director is presented on pages 17 Company’s website at www.dialogasia.
to 21 of this Annual Report. com) and the Board Charter on
appointments to the Board.
2. BOARD COMPOSITION While DIALOG believes that the www.dialogasia.com
Presently, the Board consists of nine current Board’s composition and size
(9) members, comprising four (4) has been effective for the Group, The Nomination Committee is comprised
m7;r;m7;m|omŊ;1|b; bu;1|ouvķ the Board is mindful of the Code’s o=|_u;;Őƒőm7;r;m7;m|omŊ;1|b;
one (1) Non-Independent Non- recommendation on the composition Directors. The Committee is chaired by
; 1 | b ; b u ; 1 | o u = u o l | _ ; of the Board. In this regard, the Board Datuk Oh Chong Peng, a Senior
lrѴo;;vĽ uob7;m|
m7 Őľ
Ŀőķ will assess the composition and size m7;r;m7;m| omŊ;1|b; bu;1|ou
-m7 =ou ŐƓő ;1|b; bu;1|ouvĺ of the Board on an ongoing basis to -m7|_;o|_;ul;l0;uv-u;-l-ub-_
ensure that the best interests of the bm|b -l7-m -m7 "b|b _-buom bm|b
The Board currently comprises a Company are served. The Board has Shariff.
l-foub|o=omŊ;1|b; bu;1|ouvĺ strong confidence in the balance of
$_;omŊ;1|b; bu;1|ouv-u;=u;; power and authority on the Board Board Evaluation
of management obligations and free with the current composition which
leverages on the independent The Nomination Committee will
from any relationships that could
judgment of the five (5) Non- annually evaluate the effectiveness
materially interfere with the exercise
;1|b; bu;1|ouv om |_; o-u7 of the Board, its Committees and also
of their independent judgment.
including a representative from the the performance of the Directors.
ķ-v0v|-m|b-Ѵv_-u;_oѴ7;uo=|_; They are also responsible for assessing
This provides an effective check and
Company. The calibre, diverse the suitability of any proposed
balance in the functioning of the
experiences and integrity of these candidate as a board member and to
Board where all matters are reviewed
omŊ;1|b; bu;1|ouv-77v|u;m]|_ submit their recommendations to the
with balance and fairness, to ensure
and objectivity to the Board’s Board. In evaluating the suitability of
the needs and interests of the
discussions and decision making candidates, the Nomination Committee
Company are met. Among the Non-
processes. In addition, the Board considers the following criteria:
;1|b; bu;1|ouvbv-u;ru;v;m|-|b;
=uol
ķ - v0v|-m|b-Ѵ v_-u;_oѴ7;u composition is well defined and fulfils
o= |_; olr-mĺ bv bm7;r;m7;m| the Main Market Listing Requirements
judgment together with that of the (“Listing Requirements”) of Bursa
other Independent Directors are Malaysia Securities Berhad (“Bursa
3 REMUNERATION
The Group has a policy for remunerating Directors for their responsibilities and contributions in leading and managing the
Group’s business operations. The remuneration package is structured to offer reward in tandem with the Group’s and the
individual’s key performance indicators which includes non financial and sustainability targets.
The Remuneration Committee is responsible for recommending to the Board a remuneration framework and package for
|_;;1|b; bu;1|ouv|_-|-u;1omvb7;u;7m;1;vv-u|o-||u-1|ķu;|-bm-m7lo|b-|;h;r;uvomm;Ѵm;;7;7=ou|_;1om|bm-Ѵ
success of the Group.
The Remuneration Committee comprised of a majority of independent non-executive directors, and met once during FY2019.
$_; u;lm;u-|bom --u7;7 |o |_; ;1|b; bu;1|ouv 1omvbv|v o= v-Ѵ-uķ -ѴѴo-m1;ķ ;lrѴo;uvĽ 1om|ub0|bom |o |_;
ķ 0omvķ
bm1;m|b;ķ "" -m7 o|_;u 0;m;=b|v -11ou7;7 v1_ -v 1olr-m 1-uvķ 7ub;uvķ bmvu-m1;ķ _ovrb|-Ѵbv-|bom -m7ņou 1Ѵ0 l;l0;uv_brĺ
omŊ;1|b; bu;1|ouvĽ u;lm;u-|bom r-1h-]; bm1Ѵ7;v 7bu;1|ouvĽ =;;vķ -ѴѴo-m1;v -m7ņou o|_;u 0;m;=b|vĺ
$_; bu;1|ouvĽ u;lm;u-|bom _b1_ bm1Ѵ7; |_; ;1|b; bu;1|ouv _o -u; -Ѵvo v;mbou l-m-];l;m| =ou
+ƑƏƐƖ bv
presented below:-
Government
Apart from that, DIALOG was privileged by visits from
department heads and officers from various federal and
state government ministries and foreign diplomatic missions.
2. CONDUCT OF GENERAL MEETINGS The Board is responsible for ensuring the proper maintenance
of accounting records, disclosing with reasonable accuracy the
The Annual General Meeting (“AGM”) is an excellent
financial position of the Group. In addition, the Board is
opportunity for the Company’s shareholders to have a
responsible for taking reasonable steps to safeguard the assets
dialogue session with the Board of Directors. Shareholders
of the Group and to detect as well as prevent fraud and other
are encouraged to attend and participate in a questions
irregularities.
and answers session during the AGM. After the conclusion
of the AGM, it is a practice of DIALOG to have about an
hour of open discussion with its shareholders on any issue
COMPLIANCE STATEMENT
with regards to the Group including issues of strategy and
performance, and macro views of the oil, gas and Save as disclosed above, the Board is satisfied that throughout
petrochemical industry. An exhibition is usually held during the financial year ended 30 June 2019, the Company has applied
the AGM where important informative charts are displayed the principles and recommendations of the corporate governance
to explain to shareholders, DIALOG’s various core services, set out in the Code, where necessary and appropriate.
corporate strategies, performance and major developments.
The Corporate Governance Report can be viewed in the
Company’s website, www.dialogasia.com.
FINANCIAL REPORTING www.dialogasia.com
COMPOSITION MEETINGS
Board members who served on the Audit Committee during The Audit Committee met seven times during the financial
the year are as follows: ;-u ƑƏƐƖĺ $_; ;|;um-Ѵ -7b|ouvķ o|_;u omŊ;1|b;
Directors of the Company and the senior management
a. Datuk Oh Chong Peng personnel of the operating business units of the Group were
Ő";mbou m7;r;m7;m| omŊ;1|b; bu;1|ou -m7 - invited, when appropriate, to attend the Audit Committee
member of the Malaysian Institute of Accountants) meetings to assist in its deliberations.
(Chairman of the Audit Committee)
The details of attendance at the Audit Committee meetings
b. Kamariyah Binti Hamdan
during the financial year 2019 are as follows:
Őm7;r;m7;m| omŊ;1|b; bu;1|ouő
No. of Percentage of
c. Siti Khairon Binti Shariff Meetings Attendance
Őm7;r;m7;m| omŊ;1|b; bu;1|ouő No. Name Attended (%)
The Committee is authorised by the Board to investigate any INTERNAL AUDIT FUNCTION
activity within its responsibility and duties. The Committee
The Board of Directors and the Audit Committee are assisted by
submits a report to the Board detailing its findings and
the in-house Internal Audit Department (“IAD”) in ensuring that a
recommendations immediately after deliberating on the findings
sound system of internal controls is in place. The IAD reports to
of its enquiries.
the Audit Committee in the performance of its duties and is guided
by its Audit Charter in its independent appraisal functions.
SUMMARY OF WORK OF THE AUDIT COMMITTEE
RELATING TO FINANCIAL YEAR 2019 The primary role of internal audit is to provide independent
assurance to the Board that:
The Audit Committee carried out the following work in the
discharge of its functions and duties through reviewing and a. The Group’s policies and guidelines have been communicated,
deliberation during Audit Committee meetings for the financial implemented and are working as intended; and
year 2019:
b. Risk areas have been identified and there are effective
a. Reviewed the quarterly financial statements and annual internal control systems over all aspects of the Group’s
audited financial statement of the Group; business and operations.
b. Reviewed the scope, functions and resources of the
The Internal Audit Department is responsible for developing
internal audit function;
and monitoring an efficient and effective audit plan to provide
c. Reviewed and appraised the Group’s internal control the Board with assurance that the systems of internal control
systems and report to the Board of Directors on the Risk of the Group achieve the following:
Management and Internal Control Statement of the
a. That business is planned and conducted in an orderly,
Group;
prudent, efficient and cost effective manner;
d. Reviewed the terms of reference of the Audit Committee
b. Transactions and commitments are entered into in
and audit plan;
accordance with management’s authority;
e. Reviewed the internal audit reports including audits
c. Management is able to safeguard the assets and control
conducted jointly with joint venture partners and adequacy
the liabilities of the Group, i.e. there are measures to
and effectiveness of the management responses in
minimise and to detect the loss from irregularities, frauds
implementing the recommendations of the Internal Audit
and errors; and
Department;
d. The accounting and other records of the business provide
f. Reviewed special investigation reports and discussed next
complete, accurate and timely information.
course of action;
g. Reviewed the risk management process for managing the IAD adopts the Institute of Internal Auditors’ International
risks associated with the Group’s business activities; Professional Practices Framework (“IPPF”) and the Committee
of Sponsoring Organisation of the Treadway Commission
h. Reviewed related party transactions of the Group;
(“COSO”)’s framework.
i. Reviewed and verified the allocation of the share options
m7;u |_; b-Ѵo] uor lrѴo;;vĽ "_-u; r|bom "1_;l; Audit reviews were conducted through risk-based approach, in
Őľ""Ŀő -v 0;bm] bm 1olrѴb-m1; b|_ |_; 1ub|;ub- v;| o| line with the Group’s objectives. IAD conducted reviews on
bm |_; "" 0ŊѴ-vĸ -m7 governance, risk management and controls in the areas of
j. Reviewed with the external auditors their audit scope, finance, compliance, operations, project management etc.
procedures and reporting requirements. Convened 1
meeting on 25 September 2018 with the external auditors During the financial year 2019, the Internal Audit Department
b|_o| |_; ru;v;m1; o= ;1|b; bu;1|ouv -m7 o==b1;uvĺ was staffed by 3 internal auditors and supported by internal
guest auditors, who conducted a total of 17 audit reviews and
11 follow-up/audit closure reviews for current and previous
years. On-going actions were taken by the management to
rectify the weaknesses identified in the reports. The total costs
incurred for the internal audit function in respect of the
financial year 2019 amounted to RM733,569.
DIALOG GROUP BERHAD
104 Annu a l Re p o rt 2019
Sustainability Events Corporate Additional
Report & Highlights Governance Information
The Group’s risk management and internal control system is an RISK ASSESSMENT
ongoing process designed to meet the Group’s particular needs
and to manage the risks associated with strategic, operations, Risk Management
financial and regulatory compliance. The Group has in place a Risk Management policy and framework
to identify, evaluate, monitor and manage risks encountered by
The Directors are aware that the risk management and internal the Group. The policy and framework are consistent with the
control system can only provide reasonable and not absolute principles set out in accordance with ISO 31000:2009 Risk
assurance against the risk of material errors, misstatement, fraud Management – Principles and Guidelines. The policy and framework
or occurrences of unforeseeable circumstances. The Directors provide a common understanding and approach in the application
constantly review the adequacy and integrity of the Group’s risks of risk management process across the Group.
management and systems of internal control with the assistance
of both the Audit Committee and the Risk Management Committee. During the financial year 2019, the Risk Management Committee
The Directors believe that the business and operation environment composition has been revised to consist of all independent
in DIALOG is conducive for the Group to accomplish its mission directors.
and business objectives.
The Risk Management Committee reviewed the effectiveness of
the risk management process and reports arising from risk
KEY INTERNAL CONTROLS PROCESSES
management activities and deliberated on the risks identified,
The key processes of the Group’s internal controls include the controls and risk mitigation strategies.
following elements:
; -m7 ro|;m|b-Ѵ ubvhv b7;m|b=b;7ķ |o];|_;u b|_ |_; lb|b]-|bom
action plans are reported to the Risk Management Committee,
CONTROL ENVIRONMENT Audit Committee and the Board for their attention and deliberation.
Line of Reporting
Clear organisational structures with formally defined lines of CONTROL ACTIVITIES
responsibility and delegation of authority that act as a control
Internal Audit Function
mechanism in terms of lines of reporting and accountability.
The Internal Audit Department is responsible to assist the Audit
Financial Authority Limits Committee in providing independent assessments on the adequacy,
efficiency and effectiveness of internal control systems and
Well-defined financial limits of authority on all financial
ensuring operational compliance with standard operating
commitments for each level of management within the Group.
procedures within the Group.
The financial authority limits are continuously reviewed and
updated so as to ensure their suitability for implementation.
Policies and procedures on such limits are documented to guide
staff at all levels in the performance of their duties.
The Internal Audit Department undertakes regular and Third Party Audit
systematic review of the internal controls, providing the Audit
Third party audit is carried out by the project owners if required.
Committee and the Board with sufficient independent assurance
These audit processes are conducted by joint venture partners,
that the system of internal control is effective in identifying
alliance partners and also other relevant parties.
and addressing potential risks.
ISO 9001 and TS 29001 Quality Management Systems Audit REVIEW OF THIS STATEMENT BY EXTERNAL AUDITOR
Annual audits are conducted internally as well as externally by As required by the Bursa Securities’ Listing Requirements, the
certified bodies to ensure compliance with all requirements of the external auditors have reviewed this Statement on Risk
ISO 9001:2015 and ISO/TS 29001:2010 by each of the certified Management and Internal Control. Their review was performed in
subsidiaries. The certifications serve as an assurance to customers accordance with Audit and Assurance Practice Guide 3 (“AAPG 3”)
with regards to the delivery of the highest quality of products and Ő
;0u-u ƑƏƐѶőķ b7-m1; =ou 7b|ouv om m]-];l;m| |o !;rou|
services by the Group. on the Statement on Risk Management and Internal Control
included in the Annual Report issued by the Malaysian Institute of
Centralised Functions Accountants (“MIA”). Their review has been conducted to assess
Centralised control of selected key functions of the Group such as whether the Statement on Risk Management and Internal Control
=bm-m1;ķ -11om|vķ ;-Ѵ|_ķ "-=;| -m7 mbuoml;m| Őľ"Ŀőķ t-Ѵb| is supported by the documentation prepared by or for the
assurance/quality control, contracting, procurement, legal, human Directors and appropriately reflects the process the Directors have
resources, treasury and tax enables the management to minimise adopted in reviewing the adequacy and integrity of risk
risk exposure and increase the efficiency and effectiveness of management and the system of internal control for the Group.
business operations.
AAPG 3 (February 2018) does not require the external auditors to
Human Resource Development consider whether this Statement covers all risks and controls, or
to form an opinion on the adequacy and effectiveness of the
A proactive approach in human resource development is adopted Group’s risk management and internal control system including the
to ensure employees at all levels are competent to meet the current assessment and opinion by the Board of Directors and management
business requirements and future business needs. Training is thereon. Based on the procedures performed, the external auditors
provided on various areas of work such as knowledge of leadership, have reported to the Board that nothing has come to their
health, safety and environment, technical training as well as soft attention that causes them to believe that this Statement is not
skills, both locally and overseas to ensure staff of all levels are prepared in all material respects, in accordance with the disclosures
proficient and competent in their job functions. Training programmes required by paragraph 41 and 42 of the Statement on Risk
are also conducted for risk awareness and on implementation of Management and Internal Control: Guidelines for Directors of
total risk management processes and procedures as part of the Listed Issuers, nor is factually inaccurate.
Group’s efforts to foster a proactive risk management culture.
CONCLUSION
INFORMATION AND COMMUNICATION
The Risk Management and Internal Control systems are in place,
Financial Reporting and are adequate and effective for the Group.
A financial system is in place to capture all financial transactions and
$_; ;1|b; _-bul-m -m7 uor _b;=
bm-m1b-Ѵ ==b1;u _-;
generate periodic management financial reports for performance
provided assurance to the Board that the Group’s Risk Management
review and decision making.
and Internal Control system is operating adequately and effectively.
Annual budgets are prepared by operating units and approved by
The Group will continue to take measures to strengthen the Risk
the Board. Actual performance of operating units against the
Management and Internal Control system with a view to further
budgets is reviewed and monitored on a regular basis.
enhance its effectiveness and to ensure new and additional risks
arising from changes in the business and operating environment
MONITORING are managed within tolerable limits and dealt with in a timely
l-mm;uĺ $_; uorĽv ; !bvhv -m7 rrou|mb|b;v -u; 7bv1Ѵov;7
Management Visit on pages 54 to 57 of this Annual Report.
Directors and senior management conduct regular visits to project
sites, overseas offices, customers and principals’ offices to review
the Group’s operations and gain better understanding to facilitate
informed decision-making.
120
•
Share Performance
Enhancing Shareholder Value
Shareholdings Information
List of Top Ten Properties
Group Corporate Directory
Notice of The 31st Annual General Meeting and Dividend
Entitlement
Statement Accompanying The Notice of The 31st Annual
General Meeting of The Company
Proxy Form
SHARE PERFORMANCE
FBM
KLCI Closing
Index Volume Price
0 0 0
Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19
SUMMARY OF MONTHLY SHARE INFORMATION FOR THE PERIOD FROM 1 OCTOBER 2018 TO
13 SEPTEMBER 2019
Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19
Opening Price (RM) 3.49 3.39 3.20 3.11 3.01 3.20 3.19 3.21 3.32 3.28 3.43 3.47
b]_;v|ub1;Ő!ő 3.57 3.44 3.25 3.12 3.34 3.31 3.32 3.42 3.35 3.57 3.55 3.55
Lowest Price (RM) 3.14 3.12 2.72 2.73 2.96 3.13 3.07 2.95 3.22 3.27 3.32 3.40
Closing Price (RM) 3.39 3.17 3.11 3.00 3.23 3.17 3.22 3.32 3.26 3.45 3.48 3.49
Volume 2,783,578 2,378,044 2,326,651 1,718,850 1,843,306 1,080,171 1,331,481 1,970,095 1,448,719 2,080,820 1,735,621 752,835
(Board Lot of 100 units)
Cumulative Cumulative
Number Number of Cost of
New Shares Free of Shares Warrants Investment
Financial Issued To a Warrants Held by a Held by a of a
Year Particulars Shareholder Alloted Shareholder Shareholder Shareholder
1996 Initial Public Offer ("IPO") at RM2.75 per share 1,000 RM2,750
RETURN TO SHAREHOLDERS
SHAREHOLDINGS INFORMATION
NOTE
Ō 1Ѳ7bm] - |o|-Ѳ o= ƈĶƈƈƊĶƅƈƇ v_-u;v 0o]_|ň0-1h 0 uor ;u_-7 -m7 u;|-bm;7 -v |u;-vu v_-u;v -v -| Ɔƈ ";r|;l0;u ƇƅƆƌĸ
THIRTY SECURITIES ACCOUNT HOLDERS HAVING THE LARGEST NUMBER OF ORDINARY SHARES
" $ Ɛƒ "$! ƑƏƐƖ
SHAREHOLDINGS INFORMATION
THIRTY SECURITIES ACCOUNT HOLDERS HAVING THE LARGEST NUMBER OF ORDINARY SHARES
" $ Ɛƒ "$! ƑƏƐƖ Ő$& ő
NOTES
The above list is according to the Record of Depositors (without aggregating the number of ordinary shares from different securities accounts belonging to the same person).
Ŕ 1Ѳ7bm] - |o|-Ѳ o= ƈĶƈƈƊĶƅƈƇ v_-u;v 0o]_|ň0-1h 0 uor ;u_-7 -m7 u;|-bm;7 -v |u;-vu v_-u;v -v -| Ɔƈ ";r|;l0;u ƇƅƆƌĸ
SHAREHOLDINGS INFORMATION
!$ "&"$$ "! !" Ґ*& ! $!&"$"ґ " $ Ɛƒ "$! ƑƏƐƖ
NOTES
Ɔ "_-u;v -u; _;Ѳ7 bm om m-l; -m7ńou molbm;; -11om|Ŏvŏĸ
Ƈ ;;l;7 bm|;u;v|;7 0 bu|; o= _bv bm|;u;v|v bm -l &|-l- "7mĸ _7ĸĶ )b7; "m;u] "7mĸ _7ĸĶ "7mĸ _7ĸ -m7 )! "7mĸ _7ĸĶ -m7 bm|;u;v|v _;Ѳ7 0 _bv vrov; -m7 1_bѲ7u;mĸ
Ŕ 1Ѳ7bm] - |o|-Ѳ o= ƈĶƈƈƊĶƅƈƇ v_-u;v 0o]_|ň0-1h 0 uor ;u_-7 -m7 u;|-bm;7 -v |u;-vu v_-u;v -v -| Ɔƈ ";r|;l0;u ƇƅƆƌĸ
"b|b_-buombm|b"_-ub== – – – –
o_-l-7-=bbm-vvbl
(Alternate Director to Tunku Alizakri Bin – – – –
Raja Muhammad Alias)
NOTES
Ɔ "_-u;v -u; _;Ѳ7 bm om m-l; -m7ńou molbm;; -11om|Ŏvŏĸ
Ƈ ;;l;7 bm|;u;v|;7 0 bu|; o= _bv bm|;u;v|v bm -l &|-l- "7mĸ _7ĸĶ )b7; "m;u] "7mĸ _7ĸĶ "7mĸ _7ĸ -m7 )! "7mĸ _7ĸĶ -m7 bm|;u;v|v _;Ѳ7 0 _bv vrov; -m7 1_bѲ7u;mĸ
ƈ ;;l;7 bm|;u;v|;7 0 bu|; o= _bv 1_bѲ7u;mĻv bm|;u;v|vĸ
Ɖ ;;l;7 bm|;u;v|;7 0 bu|u; o= _;uń_bv vrov;Ļv bm|;u;v|vĸ
Ɗ ;;l;7 bm|;u;v|;7 0 bu|u; o= _bv bm|;u;v|v bm bmv| "7mĸ _7ĸ -m7 _bv =-lbѲ |uv|ĸ
Ŕ 1Ѳ7bm] - |o|-Ѳ o= ƈĶƈƈƊĶƅƈƇ v_-u;v 0o]_|ň0-1h 0 uor ;u_-7 -m7 u;|-bm;7 -v |u;-vu v_-u;v -v -| Ɔƈ ";r|;l0;u ƇƅƆƌĸ
Land
Date of Area/ Net Book
Acquisition rruobl-|; Build-Up Value as at
bv|bm] by the Age of Area 30 June 19
Use Tenure Group Building (Sq. Ft.) RM’000
DIALOG PROPERTIES SDN. BHD. Corporate Freehold 02 April 6 years 53,508 126,730
$)! Office land and 2007
No. 15, Jalan PJU 7/5, Mutiara Damansara building
ƓƕѶƐƏ;|-Ѵbm]--ķ";Ѵ-m]ou -uѴ_v-m
DIALOG FABRICATORS SDN. BHD. Workshop Leasehold 13 May 5 years 5,126,141/ 104,821
Lot 4993 & 4994, Mukim Pengerang and Office land and 2011 311,672
ѶƐѵƑƏo|-$bm]]bķo_ou -uѴ$-Ľbl building
expiring on
12 May 2110
$!" "$ ҐƐґ " ĺ ĺ Terminal Leasehold 25 10 years 1,743,751/ 74,206
Ő
oul;uѴhmom-v"$$!Őő" ĺ ĺő Facilities, land and September 55,972
Lot PLO 118, Jalan Tengar Warehouse, building 2017
olrѴ;hv;ubm7v|ub-m$-mfm]-m]v-| Workshop, expiring on
Mukim Sg. Tiram, 81707 Pasir Gudang Laboratory 11 April
Johor Darul Ta’zim and Office 2046
$!" "$ Ґƒґ " ĺ ĺ Terminal Leasehold 10 11 years 1,531,972/ 69,169
Ő
oul;uѴhmom-v"$$!Ő$!ő" ĺ ĺő Facilities land and November 7,026
Lot PLO 25C, Jalan Tengar and Office building 2017
olrѴ;hv;ubm7v|ub-m$-mfm]-m]v-| expiring on
Mukim Sg. Tiram, 81707 Pasir Gudang 14 Jan 2048
Johor Darul Ta’zim
$!" "$ ҐƑґ " ĺ ĺ Terminal Leasehold 25 ҄ 463,494 15,695
Ő
oul;uѴhmom-v"$$!Ő$)ő" ĺ ĺő Facilities land September
Lot PLO 121, Jalan Tengar expiring on 2017
olrѴ;hv;ubm7v|ub-m$-mfm]-m]v-| 11 April
Mukim Sg. Tiram, 81707 Pasir Gudang 2046
Johor Darul Ta’zim
Land
Date of Area/ Net Book
Acquisition rruobl-|; Build-Up Value as at
bv|bm] by the Age of Area 30 June 19
Use Tenure Group Building (Sq. Ft.) RM’000
DIALOG TECHNOLOGY AND SERVICES LIMITED Workshop Freehold 07 April 33 years 307,214/ 4,590
22/9 Soi Chaklukya 4 and Office land and 2011 37,084
)-|1_-hѴh-!o-7ķ$-l0oѴ-rom] building
Amphur Muang Rayong
Rayong 21150 Thailand
DIALOG FABRICATORS SDN. BHD. Regional Freehold 16 January 14 years 215,601 4,494
o|ƒƕƒƖķhbl;u|b_ Office and land and 2002
-;u-_;l-l-mķ$;u;m]]-m -uѴl-m Workshop building
Building
on rented
DIALOG FABRICATORS SDN. BHD.
Staff land 01 May
Lot 128 GRN 88708, Mukim Pengerang 3 years 136,305 4,380
Quarters expiring on 2017
ѶƐѵƑƏo|-$bm]]bķo_ou -uѴ$-Ľbl
31 January
2022
M A L A Y S I A
I N T E R N A T I O N A L
AGENDA
1. To receive the Audited Financial Statements for the financial year ended 30 June 2019 together with the (Please refer to
Reports of the Directors and Auditors thereon. Explanatory Note 1)
2. To approve the payment of a Final Single Tier Cash Dividend of 2.3 sen per ordinary share in respect of (Ordinary
the financial year ended 30 June 2019. Resolution1)
3. $o u;Ŋ;Ѵ;1| -l-ub-_ bm|b -l7-mķ |_; 7bu;1|ou u;|bubm] ruv-m| |o u|b1Ѵ; Ɩѵ o= |_; olr-mĽv (Ordinary
Constitution. Resolution 2)
4. $o u;Ŋ;Ѵ;1| "b|b _-buom bm|b "_-ub==ķ |_; 7bu;1|ou u;|bubm] ruv-m| |o u|b1Ѵ; Ɩѵ o= |_; olr-mĽv (Ordinary
Constitution. Resolution 3)
5. To approve the payment of Directors’ fees and Board Committees’ fees of RM735,000 in respect of the (Ordinary
financial year ended 30 June 2019 (2018: RM632,000). Resolution 4)
6. To approve Directors’ benefits (other than Directors’ fees and Board Committees’ fees) up to an amount (Ordinary
of RM600,000 from 14 November 2019 to the next Annual General Meeting of the Company. Resolution 5)
(Please refer to
Explanatory Note 2)
7. To re-appoint Messrs BDO PLT as auditors of the Company and to authorise the Directors to fix their (Ordinary
remuneration. Resolution 6)
8. Special Business:-
$$|_;-|_oub|1om=;uu;70|_bvou7bm-uu;voѴ|bombѴѴ1oll;m1;bll;7b-|;Ѵromr-vvbm]
of this ordinary resolution until the conclusion of the next Annual General Meeting of the Company
(unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in a
general meeting) or until the expiration of the period within which the next Annual General Meeting
after that date is required by law to be held.
$$|_; bu;1|ouvo=|_;olr-m0;-m7-u;_;u;0-|_oubv;7|o|-h;-ѴѴv|;rvm;1;vv-u|o
implement, finalise and to give full effect to the Proposed Renewal of Share Buy-Back Authority and
$$|_; bu;1|ouv0;-m7-u;_;u;0-|_oubv;7|o7;-Ѵb|_ "_-u;vvoru1_-v;7ķ-|
their discretion, in the following manner:
i. cancel the DIALOG Shares so purchased; or
ii. retain the DIALOG Shares so purchased as treasury shares which may be dealt with in
accordance with Section 127(7) of the Act; or
iii. retain part of the DIALOG Shares so purchased as treasury shares and cancel the remainder of
the DIALOG Shares,
or in any other manner as may be prescribed by the Act, all applicable laws, regulations and guidelines
applied from time to time by Bursa Malaysia and/or other relevant authority for the time being in
force and $$ the authority to deal with the purchased DIALOG Shares shall continue to be valid
until all the purchased DIALOG Shares have been dealt with by the Directors of the Company.”
9. To transact any other ordinary business for which due notice shall have been given.
NOTICE IS ALSO HEREBY GIVEN THAT the Final Single Tier Cash Dividend of 2.3 sen per ordinary share held in DIALOG, if
approved, will be paid on 18 December 2019 to shareholders whose names appear in the Record of Depositors at the close of
business on 28 November 2019.
A depositor shall qualify for entitlement to the Final Single Tier Cash Dividend only in respect of:
a. Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 28 November 2019 in respect of ordinary
transfers.
b. Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
Petaling Jaya
14 October 2019
Notes:
a. Other than an exempt authorised nominee, a member of the Company 3. Special Business
is entitled to appoint not more than two (2) proxies to attend, speak
and vote in his stead. Where a member appoints more than one Item 8 of the Agenda
(1) proxy, he shall specify the proportion of his shareholdings to Ordinary Resolution 7 and 8 – Continuation in office as Independent
be represented by each proxy. omŊ;1|b; bu;1|ou
b. A proxy need not be a member of the Company and a member The proposed Ordinary Resolution No. 7 and 8, if passed, will enable
may appoint any person to be his proxy. -|h__om];m]-m7-m-l-ub-_bm|b-l7-m|o1om|bm;
c The instrument appointing a proxy shall be in writing under the bm o==b1; -v m7;r;m7;m| omŊ;1|b; bu;1|ouv o= |_; olr-m
hand of the appointer or his attorney duly authorised in writing or in line with the practice of the Malaysian Code of Corporate
if the appointer is a corporation under its Common Seal or the o;um-m1;ƑƏƐƕĺo|_ -|h_-m7-m-l-ub-__-;v;u;7
hand of its duly authorised officer or attorney. -v m7;r;m7;m| omŊ;1|b; bu;1|ouv o= |_; olr-m =ou -
cumulative term of more than 9 years respectively and have met
d. An instrument appointing a proxy must be deposited at the Registered the independence guidelines as set out in Chapter 1 of Main Market
==b1;o=|_;olr-m-| $)!ķoĺƐƔķ-Ѵ-m&ƕņƔķ Listing Requirements of Bursa Malaysia Securities Berhad. The Board
|b-u- -l-mv-u-ķ ƓƕѶƐƏ ;|-Ѵbm] --ķ ";Ѵ-m]ou -uѴ _v-mķ _-v 7;|;ulbm;7 |_-| -|h _ -m7 -m -l-ub-_ -u; -0Ѵ; |o
Malaysia not less than forty-eight (48) hours before the time bring independent and objective judgements to the Board as a
appointed for holding the Annual General Meeting (“AGM”) or any whole and strongly recommended them to continue to act as
adjournment thereof. m7;r;m7;m| omŊ;1|b; bu;1|ouv o= |_; olr-mĺ
e. Members whose names appear in the Record of Depositors as at
Ordinary Resolution 9 – Proposed Renewal of Share Buy-Back
6 November 2019 shall be regarded as members entitled to attend,
Authority
speak and vote at the AGM or appoint a proxy or proxies to attend,
speak and vote in his stead. The proposed Resolution No. 9, if passed, will empower Directors
of the Company to purchase and/or hold up to ten percent (10%)
f. Pursuant to Paragraph 8.29A(1) of the Main Market Listing
of the total number of issued ordinary shares of the Company. For
Requirements of Bursa Malaysia Securities Berhad, all resolutions
further information on the Proposed Renewal of Share Buy-Back
set out in the Notice of AGM will be put to vote by poll.
Authority, please refer to Part B of the Statement to Shareholders
dated 14 October 2019 enclosed together with the Company's
rѴ-m-|ou o|;v |o |_; ];m7-Ĺ
Annual Report 2019.
1. Item 1 of the Agenda
The audited financial statements are for discussion only as it does Special Resolution – Proposed Adoption of New Constitution of
not require shareholders’ approval under the provisions of Section the Company
ƒƓƏŐƐőŐ-ő o= |_; olr-mb;v 1| ƑƏƐѵĺ ;m1;ķ b| bѴѴ mo| 0; r| =ou The proposed Special Resolution, if passed, will align the Constitution
voting. of the Company with the Companies Act 2016, Main Market Listing
Requirements of Bursa Malaysia Securities Berhad and/or other
2. Item 6 of the Agenda applicable laws or regulations or guidelines.
The Directors’ Benefits (other than Directors’ fees and Board
Committees’ fees) comprise meeting attendance allowances and/or The details are set out in Appendix 1 of Part A of the Statement
other allowances to meet expenses incurred in carrying out their to Shareholders dated 14 October 2019 enclosed together with the
duties. In determining the estimated total amount, the Board has Company’s Annual Report 2019.
considered various factors, among others, the estimated number of
meetings for the Board and its Committees.
of Telephone No.:
(Full Address)
NRIC/Passport No. of
or failing him/her, the Chairman of the Meeting as my/our proxy, to attend and vote for me/us on my/our behalf at the Thirty-First
Annual General Meeting of the Company to be held at Ballroom 1, 1st Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1,
60000 Kuala Lumpur, Malaysia on Wednesday, 13 November 2019 at 10.00 a.m. and at any adjournment thereof.
1. To approve the payment of a Final Single Tier Cash Dividend of 2.3 sen per ordinary share
for the financial year ended 30 June 2019.
2. $o u;Ŋ;Ѵ;1| -l-ub-_ bm|b -l7-mķ |_; 7bu;1|ou u;|bubm] ruv-m| |o u|b1Ѵ; Ɩѵ o= |_;
Company’s Constitution.
3. $o u;Ŋ;Ѵ;1| "b|b _-buom bm|b "_-ub==ķ |_; 7bu;1|ou u;|bubm] ruv-m| |o u|b1Ѵ; Ɩѵ o= |_;
Company’s Constitution.
4. To approve the payment of Directors’ fees and Board Committees’ fees in respect of the
financial year ended 30 June 2019.
5. To approve the payment of Directors’ benefits (other than Directors’ fees and Board Committees’
fees) from 14 November 2019 to the next Annual General Meeting of the Company.
6. To re-appoint Messrs BDO PLT as auditors of the Company and to authorise the Directors
to fix their remuneration.
7. om|bm-|bom bm o==b1; -v m7;r;m7;m| omŊ;1|b; bu;1|ou ŋ -|h _ _om] ;m]
8. om|bm-|bom bm o==b1; -v m7;r;m7;m| omŊ;1|b; bu;1|ou ŋ -l-ub-_ bm|b -l7-m
Special Resolution
Please indicate with an “X” in the appropriate space how you wish your vote to be cast. If you do not indicate how you wish your proxy to vote
on any resolution, the proxy shall vote as he thinks fit, or at his discretion, abstain from voting.
Percentage
uo Ɛ %
Signature/Common Seal of Shareholder(s)
uo Ƒ %
Total 100%
Date
Notes
a. Other than an exempt authorised nominee, a member of the Company d. An instrument appointing a proxy must be deposited at the Registered
is entitled to appoint not more than two (2) proxies to attend, speak ==b1; o= |_; olr-m -| $)!Ķ oĸ ƎƒĶ -Ѳ-m & ƓńƒĶ
-m7 o|; bm _bv v|;-7ĸ )_;u; - l;l0;u -rrobm|v lou; |_-m om; ŎƎŏ Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia
proxy, he shall specify the proportion of his shareholdings to be represented not less than forty-eight (48) hours before the time appointed for holding
by each proxy. the Annual General Meeting (“AGM”) or any adjournment thereof.
b. A proxy need not be a member of the Company and a member may e. Members whose names appear in the Record of Depositors as at 6
appoint any person to be his proxy. November 2019 shall be regarded as members entitled to attend, speak
and vote at the AGM or appoint a proxy or proxies to attend, speak
c The instrument appointing a proxy shall be in writing under the hand
and vote in his stead.
of the appointer or his attorney duly authorised in writing or if the
appointer is a corporation under its Common Seal or the hand of its f. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements
duly authorised officer or attorney. of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice
of AGM will be put to vote by poll.
!
STAMP
$)!ķ
No. 15, Jalan PJU 7/5
Mutiara Damansara
47810 Petaling Jaya
";Ѵ-m]ou -uѴ _v-m
Malaysia
!
(178694-V)
DIALOG TOWER
No. 15, Jalan PJU 7/5, Mutiara Damansara
47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia
Tel: +603 7717 1111 Fax: +603 7722 3999 Email: contact@dialogasia.com
TM