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AR Plusbhd 2009
AR Plusbhd 2009
AR Plusbhd 2009
69
Annual Report 2009
N
A
T
I
G R OW I N G
N
Growing trade, and the rise of the modern economy have
made Malaysia one of the most respected countries in the
region. We have spread our wings both locally and beyond
our shores to shape a destiny that is bountiful and full of
promise.
Driving
Perspectives
Chairman’s Statement 70
Growth
70 PLUS Expressways Berhad
2009 Annual Report
Chairman’s
Statement
Dear Shareholders,
PLUS Expressways Berhad (“PLUS Expressways”
or “the Group”) delivered impressive results for
2009 despite an adverse operating environment
preceded by the global economic downturn.
While the financial year kicked off on a lacklustre
note, we subsequently went on to make
strong strides forward on the financial and
operational fronts and turn in a surprisingly
strong performance for 2009. On behalf of your
Board of Directors, I am pleased to present the
2009 Annual Report for PLUS Expressways
DRIVING GROWTH
Berhad.
PLUS Expressways Berhad
71
Annual Report 2009
Chairman’s
Statement (continued)
Deputy Minister of International Trade & Industry, Datuk Mukhriz Mahathir presents a
prestigious award to PLUS for its commitment to Corporate Governance
payout of 16 sen per share. At a share price of institutional shareholders that include Kumpulan
RM3.26 as at end 2009, this gives shareholders a Wang Simpanan Pekerja, Permodalan Nasional
respectable dividend yield of approximately 5% Berhad, Kumpulan Wang Persaraan
for the financial year. (Diperbadankan), AmanahRaya Trustees Berhad,
Lembaga Tabung Haji and Pertubuhan
The Group’s current dividend payout policy, calls Keselamatan Sosial Malaysia. The benefits that
for a minimum of 70% of the Group’s net profit these stakeholders receive in the form of
to be paid out to shareholders and we continue dividends from the Company also flow back to
to deliver on this by providing a total payout of the millions of their members and contributors.
70% of the Group’s net profit this year. While the
Group does have a strong cash position, we are In the last four months of 2009, Khazanah pared
mindful of the need to balance shareholders’ down its stake in PLUS Expressways by
interests with debt servicing requirements and approximately 8.6% through divesting some
other financial commitments. This includes 431.6 million of the Company’s shares, including
meeting our financial service cover ratio; funding conversion of Exchangeable Notes issued by
business operations and maintenance, Khazanah. This exercise was in line with the
improvement and upgrading activities pertaining Government’s announcement to reduce its stakes
to our highways and facilities; as well as setting in government-linked companies. This structured
funds aside for future expansion and growth. divestment of the Company’s shares will improve
the liquidity of our shares. As at end 2009, foreign
investors had a 9.25% shareholding in the
Continuing Shareholder Interest Group’s equity, signifying their continued
As of 5 March 2010, approximately 55% of PLUS confidence in the Group.
Expressways’ equity is directly and indirectly held
by Khazanah Nasional Berhad, the Malaysian
Government’s investment arm. Of our remaining
shares, some 29% is held by government-related
74 PLUS Expressways Berhad
2009 Annual Report
Chairman’s
Statement (continued)
Increased Recognition
The Group’s good progress to date has been
recognised by various quarters who continue to
honour us with a host of reputable awards and
accolades. For our commitment to high standards
of corporate governance, PLUS Expressways
received a Distinction Award in the Malaysian
Corporate Governance Index 2009 listing by the
Minority Shareholder Watchdog Group. In its
assessment of Malaysia’s public listed companies,
the Minority Shareholder Watchdog Group
awarded us an A+ rating (a score of between 80
and 100) for conformity to the Malaysian Code
on Corporate Governance, Listing Rules of Bursa
Malaysia and selected international practices.
Award (Road Concessionaire Category) in the Prime Minister Dato’ Sri Mohd Najib Tun Hj Abdul Razak witnesses the exchange of documents
Malaysia 1000 listing by the Ministry of between PLUS and India’s INIPPL on share acquisition
International Trade and Industry; and a winner of
the International Business Review Award for
Excellence in the Real Estate Sector from the
International Business Review.
expertise by way of consultancy and technical
services. In India, tolling operations for the
For our efforts in developing innovative Rest and
Bhiwandi-Kalyan-Shil Phata Highway (“BKSP”) our
Service Areas (“RSAs”), we received the Premier
maiden Indian highway project began on
Award from the Perak Tourist Association for our
22 August 2009. Despite the initial teething
Sungai Perak RSA. Recognition also came from
problems that beset this start-up operation, we
the Public Relations Consultants Association of
are happy with the way the project has
Malaysia, whereby our innovative Malaysians
progressed. The BKSP project has served us well
Unite For Road Safety 09-09-09 or MUFORS
as a learning platform and we will take the key
initiative was hailed the Corporate Social
lessons from our investment here and leverage
Responsibility Campaign of the Year. Our efforts
on these for the Group’s further expansion into
were also lauded at the National Annual
India’s rapidly growing infrastructure market.
Corporate Report Awards when we received a
Certificate of Merit for our 2008 Annual Report.
More recently, network expansion through
While we are pleased with these achievements,
strategic overseas acquisition came by way of
rest assured that the Group will not rest on its
our acquiring a 74% equity stake in Indu
laurels, but will continue to enhance our
Navayuga Infra Project Private Limited (“INIPPL”)
performance going forward.
for approximately RM74 million in January 2010.
INIPPL is the concessionaire for the existing two
lane portion from Km285 to Km325 of National
OPERATIONAL OVERVIEW
Highway No. 45 in Tamil Nadu, India. The
Focused Overseas Expansion
acquisition will be carried out in two tranches:
In 2009, we continued to focus on overseas
the first tranche of a 49% equity stake will be
expansion opportunities in India and Indonesia
acquired upon fulfilment of certain conditions
while exploring opportunities to export our
PLUS Expressways Berhad
75
Annual Report 2009
including the project’s full commercial operation, These developments on the Malaysian front,
while the remaining 25% stake will be acquired together with the commencement of tolling
on the third anniversary of the project’s operations for the BKSP Highway in India and
commercial operation date. This acquisition the inclusion of INIPPL’s 173 lane-km have
signifies our seriousness in growing our business enabled the Group to achieve 33.5% lane-km
in India and in becoming a premier global growth over the last three years against the KPI
expressways group. This build-operate-transfer target of 30% growth by end 2009. This translates
project will effectively add another 173 lane-km into an additional 1,218 lane-km over our initial
to our existing expressways base. base of 3,640 lane-km giving us a total asset
base of 4,858 lane-km of expressways as at end
With regard to the 116 km Cikampek-Palimanan 2009.
Toll Road project in Indonesia, we have made
significant headway with regard to the land We will look towards increasing the size of our
acquisition progress as well as our negotiations network either through greenfield or brownfield
with the regulatory authorities and bankers. We projects on the domestic or overseas fronts.
are encouraged by the momentum achieved and
are looking forward to getting this project off
the ground by the second half of 2010. Improved Operational and Cost Efficiencies
2009 saw us effectively improving on operational
Indonesia and India will continue to be our two and cost efficiencies on the Malaysian front by
main countries of focus. Although there have enhancing existing initiatives and putting several
been requests and proposals for us to venture new ones in place. Via the integrated operations
into projects in other markets, we will at this of our new Traffic Monitoring Centre (“TMC”) which
juncture carefully assess such opportunities is housed within Persada PLUS, the Group’s new
before we expand our regional scope. At the headquarters at the Subang Interchange, we
same time, the Group continues to respond to reaped the benefits of greater productivity, better
requests for proposals and explore opportunities cost efficiencies as well as efficient communication
to provide consultancy and technical services in and information dissemination.
various markets.
We managed our costs efficiently amidst the
economic downturn and realised total savings of
Stronger Expressways Network about RM30.7 million by focusing on Six Sigma
Back on the domestic front, we completed the initiatives, the Project BETA (Boosting Efficiency
integration of the operations of ELITE, LINKEDUA Transforming Attitude) b u s i n e s s p r o c e s s
and KLBK into our stable of domestic improvement programme, and several
concessionaires. We also completed the final leg procurement initiatives. Our structured and
of the third lane widening works along the proactive maintenance regime, as well as
North-South Expressway (“NSE”) and the technological innovations such as the PLUSRonda
facilitation of non-stop traffic along the Ipoh Mobile Reporting System (“PROMPTS”), Total
Selatan-Jelapang stretch. The good operational Expressway Maintenance Management System
synergies and positive traffic growth from our (“TEMAN”) and As-Built Drawings Archiving
many domestic concessions have certainly gone Management System (“ADAMS”) helped make
a long way in strengthening our expressways PLUS Expressways’ operations more efficient and
network. Today, PLUS Expressways owns cost effective.
approximately 60% of Malaysian toll roads in
terms of km length and 75% of the nation’s
inter-urban highways.
76 PLUS Expressways Berhad
2009 Annual Report
Chairman’s
Statement (continued)
Successful Capital Management Initiatives on-one meetings and nine teleconferences with
The year also saw us undertaking several capital local and international-based research analysts
management initiatives including the issuance of and institutional investors. We also participated
Sukuk to refinance outstanding debt and provide in six investor conferences and road shows in
funding for new projects. We also successfully Singapore, Hong Kong, London and other
restructured ELITE’s debt to lengthen our European cities.
repayment profile as well as relax several
covenants. Our success in attaining financing at Following the introduction of the Group’s Whistle
a competitive cost amidst a difficult capital Blower Policy in February 2009, employee
market environment speaks volumes of the awareness sessions were conducted in Q1 and
Group’s credibility and financial standing. Q2 2009. To enhance the effectiveness of the
Board, we have started to conduct peer evaluation
at the Board level whereby members are tasked
CORPORATE GOVERNANCE with assessing each other on a variety of
Your Board remains committed to implementing measures. A member who cannot be physically
effective corporate governance practices that present at a meeting, can now participate in the
protect the Group’s reputation and our meeting via teleconference.
stakeholders’ interests. Stringent internal and
external controls ensure that ethical business
practices are carried out by employees with
professionalism and that the tenets of integrity,
transparency and accountability are upheld in all
business activities.
Chairman’s
Statement (continued)
OUTLOOK
Going into 2010, your Board remains confident
that the Group will continue to do well. With
traffic growth on the uptrend in line with the
expected recovery in the domestic and global
economies, we expect volume growth to remain
strong for local travellers and for cross-border
traffic. With infrastructural development projects
such as Iskandar Malaysia taking off, we are
excited about the tremendous potential activities
arising from this massive development that will
generate additional traffic on our expressways.
Chairman’s
Statement (continued)
took on this role effective 7 July 2009. My sincere you may have to help us move the Group to new
thanks to our former Chief Financial Officer, Encik heights of success. As PLUS Expressways
Annuar Marzuki Abdul Aziz, who has moved on accelerates forward, you have the Board’s
to take up the role of Group Chief Financial assurance that we will continue to uphold the
Officer of the UEM Group. Our former joint highest standards of corporate governance and
company secretary, Puan Mazyu Sherina ethical business practices to protect the Group’s
Mohamed Yusof too has moved to join the senior reputation and shareholders’ interest. I thank you
management team of our Indonesian project. We in advance for your unwavering support as we
wish all of them well in their respective new embark on yet another year in our journey to
roles and responsibilities. success.
N
RE ACHING
T
I
O
N
The Group’s creation of a unified system and network of roads has redefined all our previous
ideas on reach and has certainly expanded our horizons. By leveraging on our experience and
expertise to connect people, kick-start a myriad of new activities and put new names on the
map, we are helping to drive the nation forward on new pathways to success.
REACHING FOR
Business Review
Message from the Managing Director 82
EXCELLENCE
Optimising Our Resources
90
Dear Shareholders,
PLUS Expressways made strong headway on all fronts in 2009 as we leveraged on sound operational strategies to help
steer us through the year’s challenging operating environment. We continued to drive business growth and profitability
by focusing on initiatives that optimised our resources, expanded our network reach, tapped innovation and service
enhancements, nurtured our workforce and reinforced our reputation. I must thank my colleagues at every level of our
operations for their perseverance, dedication and hard work, all of which helped the Group deliver commendable results
traffic growth as users sought to tighten highways serve major cities and tourist
their purse strings and exercise more spots in the country, we benefited from
caution on spending and travelling amidst an increase in traffic growth surpassing
weak economic conditions. Cross-border our expectations.
traffic at the Malaysia-Singapore Second
Crossing, Bukit Kayu Hitam and KLBK’s As we set in place the strategies to drive
Butterworth-Kulim Expressway, growth, PLUS turned in traffic volume
experienced a slowdown as factories growth of 7.1% while ELITE, LINKEDUA
down-sized and reduced their work force and KLBK recorded traffic volume growth
in the face of the flagging economy. of 9.3%, 11.4% and 4.4% respectively.
However, as the months passed by, traffic PLUS’ impressive traffic growth over 2009
patterns began to change for the better. comes as a pleasant surprise to us, as we
Due to the economic downturn and the had initially projected lower growth
because of the unfavourable economic
conditions.
From Bukit Kayu Hitam bordering Thailand in the north to the Secondlink access to Singapore in the South,
PLUS is the main gateway by road to Malaysia.
PLUS Expressways Berhad
83
Annual Report 2009
84 PLUS Expressways Berhad
2009 Annual Report
33.5% lane-km growth against the three- Our subsidiaries’ strong traffic volume
year KPI target of 30% lane-km growth. growth came on the back of several
Lane-km growth over the last three years positive developments over 2009. The
came by way of our acquiring ELITE, completion of the final leg of the third
LINKEDUA and KLBK and undertaking lane widening project along the North-
third lane widening works on the domestic South Expressway (“NSE”) helped boost
front, as well as through completing the traffic volume especially during the peak
BKSP Highway in India. The acquisition of travelling seasons. It has effectively
up to 74% equity stake in Indu Navayuga increased highway capacity, reduced
Infra Project Private Limited (“INIPPL”) has congestion and travelling time, while
added another 173 lane-km to our asset improving the level of service. In July
base. This project involves the four-laning 2009, the 14.7 km Ipoh Selatan-Jelapang
of a 38.6 km stretch which completes stretch facilitating non-stop travel between
National Highway No. 45 in the state of Kuala Lumpur and Penang on the NSE
Tamil Nadu. was opened to the public. All in all, these
developments have increased mainline
The Group has now achieved an additional capacity, enhanced safety and improved
1,218 lane-km over our initial base of the level of service, all of which have
3,640 lane-km giving us a total asset base encouraged more users to travel along
of 4,858 lane-km of expressways. Going the NSE.
forward, we will endeavour to increase
the length of our network through
developing greenfield projects or acquiring
brownfield projects on the domestic and
overseas fronts.
PLUS Expressways Berhad
85
Annual Report 2009
We continue to leverage on our Travel PLUS Expressways remains committed to Respect Your Limits and “Selamat di Jalan”
Time Advisory (“TTA”) to encourage NSE managing our customers’ expectations campaigns as well as enhanced safety
users to travel at specific times for their through implementing continuous features along our expressways. All of
outbound and inbound journeys. This improvement initiatives. We have these initiatives drew more users into our
innovation has helped promote safer and enhanced our level of service via the network and helped reduce accident
more efficient traffic flow while reducing upgrading of our rest and service areas, statistics on our expressways.
congestion during peak travel periods. As laybys, toll plazas and ancillary facilities,
a result of capacity management activities as well as by introducing technological The following sections of our “Reaching
utilising the TTA, we managed to distribute and service innovation. To reduce for Excellence” operational overview
traffic evenly while recording higher traffic accidents and inculcate good driving outline the details of the various
volume on peak traffic days. habits, we initiated the Malaysians Unite improvement initiatives PLUS Expressways
for Road Safety 09-09-09 (“MUFORS”), implemented over 2009.
Via the PLUS Travel Incentive Programme,
Class 1 vehicles exiting PLUS and ELITE
expressways between 12 midnight and
7 a.m. were offered daily discounts of
10%. An additional 10% discount was
offered for off-peak travel over six selected
days during major festive seasons. By the
end of 2009, close to 26 million Class 1
vehicles had benefited from the
programme in which the Group had
disbursed discounts amounting to RM18
million.
Optimising
Our Resources
As part of our Capital Management • In May 2009, ELITE successfully
restructured its existing Bai’ Bithaman
continuous efforts We endeavour to optimise our capital
management and enhance our cash flow Ajil Islamic Debt Securities (“BAIDS”)
to ensure the position through various means including and via a special purpose vehicle
company established a longer tenure
Group’s resources refinancing our borrowings. This enables
the Group to reschedule its debt Sukuk Musyarakah medium term note
are allocated in an repayments and utilise available cash for programme (“Sukuk MTN”) of up to
optimal manner, we business expansion and dividend RM1.5 billion nominal value. At the
same time, ELITE issued RM950 million
REACHING FOR EXCELLENCE
measures. purposes.
covenants to enable distribution of
excess cash to its shareholder.
• In May 2009, PLUS issued RM600
million nominal value zero coupon The Group’s success in obtaining financing
Sukuk Series 3 (RM262 million present at competitive cost amidst uncertain
value on the issue date) pursuant to market conditions aptly reflects our
the RM4,500 million nominal value of financial standing and credibility in the
Sukuk Series 3 Medium Term Notes marketplace.
Programme to partially redeem the
Senior Sukuk due in May 2009. The
repayment of Sukuk Series 3 is
stretched to 2023.
PLUS Expressways Berhad
87
Annual Report 2009
Structured Maintenance
Regime
To preserve our assets over the long-term
and to optimise maintenance expenditure,
the Group continues to implement a
structured maintenance regime that
emphasises planned preventive
maintenance. This includes intense
periodical conditions assessment of our
major assets to facilitate early intervention.
In 2009, we invested RM443 million on
maintenance activities to ensure the safety
and comfort of highway users.
Optimising
Our Resources (continued)
Expanding Our
Network and
Business
The Group South Expressway (“NSE”), which has
helped reduce congestion and travelling
continues to expand time as well as improved the level of
its expressways service, has effectively enhanced the
potential for growth at the widened
network and grow stretches. The opening of the 14.7 km
its business on the Ipoh-Jelapang through-traffic stretch
domestic and which separates local and mainline traffic
is providing more efficient traffic
REACHING FOR EXCELLENCE
Linkages and Interchanges Our existing Pandan Interchange in Johor journey to enjoy the ambience and
Strategic linkages and interchanges Bahru too is being upgraded and will facilities. They also help drive domestic
facilitate traffic from adjacent connect the NSE to the new Customs, tourism, encourage entrepreneurship and
developments onto our highways. In Immigration and Quarantine Complex provide employment opportunities for
February 2009, the Putra Heights (“CIQ”) at Bangunan Sultan Iskandar via the surrounding communities. In 2009, we
Interchange was opened along ELITE’s the Eastern Dispersal Link. completed upgrading the facilities at our
North-South Expressway Central Link Pagoh (Northbound) RSA and constructed
(“NSECL”), while the interchange along additional toilets for the Dengkil
Linkedua’s Malaysia-Singapore Second New and Upgraded Highway Facilities (Northbound) RSA. We also upgraded the
Crossing (“MSSC”) which links to the To enhance the level of service and safety facilities at the Northbound and
Senai-Desaru Expressway, was opened in provided to our customers, we continue
September 2009. In the same month, the to invest heavily in new facilities as well
upgrading of the Kuala Kangsar as undertake upgrading activities and
Interchange was fully completed, thereby safety enhancements. In 2009, the Group
improving access to the NSE. made an investment of RM54.3 million in
such activities.
Other interchanges currently under
c o n s t r u c t i o n a r e a full cloverleaf With customer safety, comfort and
interchange located along the Putrajaya convenience at the top of our agenda, we
Link of the NSECL and a few others along continue to upgrade our Rest and Service
the MSSC. One of these interchanges Areas (“RSAs”), laybys and toll plazas. Our
will connect to the Johor State New highly popular RSAs help promote safer
Administrative Centre in Iskandar Malaysia. travel as users take a break from their
Well-ventilated washrooms also allow for natural
lighting
Expanding Our
Network and Business (continued)
The Kulai Toll Plaza now has additional lanes to cater to the growing traffic
Southbound laybys at both Simpang convenience. As part of these efforts, we Helicopter Services Sdn Bhd (“PHSSB”),
Renggam and Taiping as well as the are providing expressway users with traffic formerly a unit within PLUS that was
Northbound layby at Bukit Gantang. In updates and road safety reminders, while tasked with performing aerial surveillance
addition, toll lane extension works and the PLUSLine number is being displayed of our expressways. PHSSB is now set to
REACHING FOR EXCELLENCE
other related upgrading works were via additional Variable Message Systems be a full-fledged helicopter services
carried out at the Kulai, Hutan Kampung, (“VMS”) installed along our expressways. company that will provide helicopter
Ayer Hitam, Kuala Kangsar, Damansara, We are also continuously adding on charter services to internal as well as
Tanjung Kupang and Jalan Duta toll mainline CCTV cameras to improve external clients. By bringing PHSSB under
plazas. operations traffic management activities. the Group’s umbrella, we expect to
achieve better operational efficiencies and
In line with our environmental-friendly asset management capabilities while
outlook, a new sewerage treatment plant New Subsidiaries in Operation generating additional revenue for the
is being built at the Mambau (Northbound In October 2009, under a re-organisation Group.
and Southbound) RSA. Plans are in the exercise, PLUS Expressways Berhad
offing to upgrade the facilities at the Ayer became the holding company for PLUS
Keroh (Northbound) and Pagoh
(Northbound) Phase 2 RSAs. We are also
looking at extending the supervision
buildings at the Sungai Buloh and Tanjung
Malim toll plazas to ensure our employees
are provided with a more conducive
working environment.
OVERSEAS EXPANSION Other Overseas Expansion Opportunities in India. The Group is also exploring the
OPPORTUNITIES India and Indonesia will continue to be potential of providing consultancy and
In 2009, the Group continued to make our target markets as they offer huge technical services in other countries within
good progress abroad in the infrastructure development opportunities East Asia, the Middle East and Africa. To
implementation of existing projects in our which are being driven by their strong further expand our network, we may also
two main focus markets of India and economic performance as well as their consider developing greenfield projects
Indonesia. respective governments’ development or acquiring brownfield projects either
plans. We are exploring several operating locally or abroad.
Progress in India highway concessions in both these
Our Indian subsidiary, PLUS BKSP Toll countries for possible acquisition and are All in all, with the developments on the
Limited commenced tolling operations for also aggressively participating in tenders domestic and overseas front, the Group
the BKSP Highway in August 2009 and for selected build-operate-transfer and as at end 2009 had a total asset base of
has started contributing towards the operation-maintenance-transfer projects 4,858 lane-km of expressways.
Group’s revenue. The completion of
construction and commencement of toll
collection for the BKSP project despite
some teething issues demonstrates our
seriousness in successfully executing our
overseas projects.
Developments in Indonesia
In Indonesia, the land acquisition process
for the Cikampek-Palimanan Toll Road
(“CPTR”) is progressing well. About 60% of
the land has been acquired while the
majority of the issues involving the revised
business plan have been resolved. The
concession company, PT Lintas Marga
Sedaya (“LMS”), expects to commence
construction of the CPTR in the second Tolling operations have begun at Bhiwandi-Kalyan-Shil Phata Highway in
half of 2010. Mumbai, India
94 PLUS Expressways Berhad
2009 Annual Report
Leveraging on
Innovation
and Service
Enhancement
PLUS
Expressways
continues to
leverage on
innovation and
service
REACHING FOR EXCELLENCE
enhancements in
its day-to-day
expressway
operations to
increase
operational and
cost efficiencies
as well as to
ensure the safety,
comfort and
convenience of its
customers.
PLUS Expressways Berhad
95
Annual Report 2009
Operational Improvements previously disparate Region Communication The TMC is responsible for traffic
In 2009, the Group made improvements Centres were fully integrated with our management and monitoring, the
to existing systems and processes as well state-of-the-art TMC. By consolidating all PLUSLine 1-800-88-0000 toll free customer
as introduced new innovations to elevate our operational functions under one roof care line, PLUS Ronda coordination
service levels and enhance operational at PERSADA PLUS, we have effectively activities, information gathering and
and cost efficiencies. enhanced our service levels and dissemination, management reporting,
operational efficiencies are now in a and a host of other essential activities.
position to respond in a faster manner The streamlining of our operations has
Full Integration of Traffic Monitoring and communicate more effectively with essentially improved the way we work,
Centre users along our expressways. Operating reduced work duplication and is enabling
With almost 1.3 million vehicles plying 24 hours daily, the TMC is driving all of us to respond quickly to incidents along
our expressways on a daily basis, the our operational functions; it utilises our expressways. The presence of an
Group is responsible for ensuring these advanced Intelligent Transport System executive-level supervisor to oversee
users have a safe, smooth and comfortable (“ITS”) technology and other state-of-the- between 36 and 50 of our operational
journey. The Group’s Traffic Monitoring art systems and equipment to facilitate staff is helping facilitate decision making
Centre (“TMC”) takes on this vital role as better communications and information and ensuring more effective use of our
the traffic management nerve centre for dissemination. manpower resources.
more than 60% of all tolled highways in
the country. In June 2009, all our
96 PLUS Expressways Berhad
2009 Annual Report
Leveraging on
Innovation and Service Enhancement (continued)
computerised system has done much to users running up toll usage of more than
simplify and automate the existing PLUS RM150,000 a month, we are providing
Ronda process flow and reporting them 3% rebate on a monthly basis
activities. Aside from drastically reducing beginning 1 March 2010.
the information gathering process from a
maximum of seven days to an almost Under the Vehicle Registration Number
immediate response, PROMPTS is also (“VRN”) project, we are migrating from
eliminating work duplication, generating using paper-based tickets to smartcards
more useful reports and helping save for the closed manual toll collection
paper costs. system. By using recyclable smartcards,
we are taking measures to enhance toll
transaction integrity and operational
Toll-related Innovation efficiency, as well as showing our
In January 2009, we introduced PLUSTrack, commitment to being an environmental
an alternative method of toll payment for friendly company in support of the
fleet operators whereby subscribers are Government’s “go green” policy. In 2009,
furnished with vehicle identification we carried out a pilot VRN project at nine
stickers, reload terminals and designated toll plazas along the Hutan Kampung-
PLUSTrack card for all their vehicles. As Sungai Dua stretch.
the pioneer fleet card developed by an
expressways operator, PLUSTrack provides Following the successful implementation
subscribers a secure and convenient of fully electronic toll transactions at
means to keep track of driver toll Bangunan Sultan Iskandar, the new
Fleet operators are able to keep track of their
expenditure while tracking vehicle Customs, Immigration and Quarantine
vehicles movements through PLUSTrack
movements, the details of which are (“CIQ”) Complex at the Johor Causeway in
PLUS Expressways Berhad
97
Annual Report 2009
Leveraging on
Innovation and Service Enhancement (continued)
Customer-Focused
Improvements
The safety, comfort and convenience of
our customers remain a top priority and
we continue to bring technological
innovation and higher standards of
excellence into play to enhance our
services, operations and facilities. We
continued to roll out the subscriber-based
PLUS Mobile Alert (“PLUSMA”) service during
festive seasons for the benefit of
expressway users. The PLUSMA service
involves the transmission of on-demand
traffic updates via short messaging service
and supplements our existing PLUSLine
1-800-88-0000 toll free customer care line,
radio announcements and Variable
Messaging System.
Real-time traffic information is offered through the PLUS Mobile Alert Service
traffic updates, road safety and product demographic and behavioural patterns.
messages as well as the PLUSline hotline The CDMS is providing us strong customer
number to users along strategic stretches insights and enabling us to formulate
of our expressways. In 2009, we installed targeted marketing strategies and
three new VMS along the Kulai-Senai programmes. Currently, PLUSMiles and
(Nortbound), Bangi-Kajang (Nortbound) PLUSTrack are the two main applications
and Sungai Buloh-OBR Sungai Buloh which run under the CDMS framework.
(Soutbound) stretches. The Automatic
Vehicle Detection System (“AVDS”) The Group continues to leverage on the
automatically detects traffic volume and Customer Communication Management
collects traffic data by way of traffic count, System (“CCOMS”), basically an extension
volume, speed and lane occupancy, as of the TMC and PLUSLine functions, to Traffic is closely recorded and monitored at the
well as provides expressway users with collect feedback from our customers. This Traffic Monitoring Centre
real time travel information. Currently the very valuable system enables us to
AVDS is installed at the high volume measure users’ acceptance of our services
stretch between Rawang-Bukit Lanjan- as well as to quickly respond to their
Shah Alam-USJ. The system is tapping needs and concerns in a more structured
VMS to provide users details of the and effective manner.
estimated travel time from one toll plaza
to another. Enhancements to Road Safety
As part of PLUS Expressways commitment
Even as we move forward to become a
to ensuring the safety, comfort and
more customer-centric organisation, we
convenience of our customers at all times,
have put in place a Customer Database The Variable Message Sign provide real-time traffic
we continue to provide safe infrastructure information to our customers
Management System (“CDMS”) to capture
and make continuous improvements to
essential customer data including
PLUS Expressways Berhad
99
Annual Report 2009
our expressway facilities and services. In As a result of safety improvement works at 14 “black spots” along the NSE, we
2009, we invested RM40.2 million in experienced a reduction in the number of accidents at 12 of these locations. Accident
several initiatives to keep our expressways monitoring and safety improvements are being improved on at the two remaining
safe for users. To eliminate illegal crossing locations to ensure user safety is not compromised.
on our expressways and any accidents
related to this, we upgraded and Accident Statistics at 14 “Black Spot” Locations
strengthened existing New Jersey Barriers,
No. Section KM Location Bound No. of Reduction
installed anti-climb fencing and
Accidents in No. of
constructed pedestrian bridges at selected
Accidents
locations along the NSE. To increase 2008 2009
(%)
visibility and improve night time driving
conditions, we installed warning signs, 1 N3 130.0 Mainline NB 9 7 -22
chevron signs, flashing amber lights, 2 N5 257.0 Mainline NB 66 43 -35
plastic delineator posts and road studs.
3 N5 256.4 Mainline NB 17 25 47
Other safety initiatives included the 4 N5 245.4 Mainline SB 9 3 -67
installation of new guardrails and wire
5 C2 383.5 Mainline SB 21 10 -52
ropes while the existing guardrail height
at selected locations along the NSE was 6 C3 407.7 Mainline NB 25 9 -64
realigned in accordance with the new
7 C3 406.0 Mainline SB 15 2 -87
Road Engineering Association of Malaysia
(“REAM”) guidelines. We also strengthened 8 C4-NKVE 22.2 Mainline NB 16 6 -63
the existing parapet railings at selected 9 C4-FHR2 6.7 Mainline SB 13 11 -15
steel bridges, upgrading them from the
“normal containment” to “high 10 C5 270.9 Mainline SB 13 8 -38
containment” standard. From a structural 11 S1 244.1 Mainline SB 22 4 -82
perspective, these bridges are now are
12 S1 232.0 Mainline SB 7 2 -71
better able to contain heavy vehicles.
13 C4-NKVE 17.2 Interchange NB 18 30 67
To further ensure the safety of expressway Ramp A
users, high friction course pavement
14 C4-NKVE 17.2 Interchange NB 32 5 -84
surfacing, whisper grips, rumble strips
Ramp C
with high quality skid resistance features
and crash cushions were installed at
selected areas. To eliminate incidences
that may compromise safety, stronger
Right-of-Way fencing was installed. On
top of this, speed limit signs, mainline
signboards and approach signage were
upgraded for better visibility and guidance.
We also introduced new portable screens
for use in minor accidents. These screens
will help us block out accident sites and
prevent curious motorists from suddenly
slowing down their vehicles to look at
these accidents.
100 PLUS Expressways Berhad
2009 Annual Report
Leveraging on
Innovation and Service Enhancement (continued)
The Group also appointed independent certified auditors to conduct Road Safety Audit
Stage 5 at the Central and Southern Region to ensure our expressways complied with
the MHA’s Design Standard and were capable of providing the highest standards of
traffic safety for all road users. We also carried out detailed onsite accident investigations
and put in place the appropriate solutions to deter such incidences from happening
again.
Developing
our
Human Capital
and Organisation
PLUS
Expressways
continues
to make
advancements
REACHING FOR EXCELLENCE
in people and
organisational
development.
In 2009, we
Employee Value Proposition Human Capital Development
Our workforce remains one of our most We are committed to nurturing a
undertook
valued assets and we are committed to competent and skilled workforce through various
nurture and retain highly committed and ongoing strategic human capital initiatives to
dedicated employees through providing
sustainable career development
development programmes for all levels of
our workforce in 24/7 operations. Over
nurture our
opportunities as well as market-driven the course of the year, we spent human capital
remuneration and benefits packages. The approximately 4.3% of our total payroll and strengthen
retention of executive level talent remains (equivalent to RM4.2 million) on
one of our top priorities and we are motivational programmes and to address
our
tapping our Employee Value Proposition competency gap issues for every level of organisation.
(“EVP”) to identify top talent, gauge their employee. The Group implemented a host
readiness for promotion, encourage of in-house training courses that aimed to
self-advancement through academic enhance our staff’s technical competencies
qualifications and the spirit of volunteerism, and increase our leadership pool, as well
resulting in a well-rounded employee. as make the most of internal training
resources so as to be more cost effective.
PLUS Expressways Berhad
103
Annual Report 2009
Developing
Human Capital and Organisation (continued)
Caring Employer
As a caring employer, PLUS Expressways
continues to undertake various initiatives
that create a safe, healthy and conducive
working environment for all our
employees. Persada PLUS, our new Datin Sri Rosmah Mansor adds the finishing touch to a painting, signifying the official
headquarters officially launched by the launch of the CDC
working environment not only enables • Our Retirement Settlement Scheme them a sense of self confidence and
employees at all levels to have better (“RSS”) offers would-be-retirees the self worth. On top of this, we teach
access to one another, it enhances training courses of their choice about these children how to appreciate their
productivity and helps instil a strong three months before they retire. The families and the philosophy of kaizen.
sense of camaraderie amongst training and tools we provide help
• Via the PLUS Academic Excellence
colleagues. these retirees take on their new roles
Awards we present certificates and
with a sense of confidence.
cash rewards to the children of our
In the way of employee welfare and
• The Group’s commitment to our staff who have excelled in their UPSR,
benefits, we continue to offer our staff
employees is such that we do not PMR, SPM and STPM examinations.
and their dependents numerous benefit
hesitate to provide educational and In 2009, a total of 88 awards were
schemes.
welfare support to the surviving given out to the children of staff.
• The PLUS CDC offers the children of children of employees who have died Since its launch in 2006, some 290
our staff early education programmes in an accident in the course of their children have benefited from it.
as well as the chance to socialise and duties.
develop in a conducive environment.
• We offer children of our staff an
Our employees can bring their children
English language programme titled
to work knowing that they are in good
“Me, myself and family” which aims to
hands in an environment that will
give them the confidence to speak the
nurture and protect them.
English language as well as provide
• Our Hijrah Kerjaya programme is
designed for staff who are forced to
be on prolonged medical leave or
light duty. It helps them to understand
the benefits they are entitled to under
the SOCSO scheme, provides them a
sense of what it takes to be an
entrepreneur, as well as helps boost
their self-esteem.
Children of staff receive recognition via the PLUS Academic Excellence Awards
Reinforcing Our
Reputation
To strengthen PLUS
Expressways’ market
presence as well as
reinforce our
reputation as a
leading expressways
REACHING FOR EXCELLENCE
group and a
responsible
corporate citizen,
The MUFORS campaign leveraged
on social media platforms
we continue to
undertake impactful
corporate social
responsibility, brand
building and
environmental
initiatives.
Impacting Communities raves” on road safety to encourage public was launched, accidents involving heavy
In 2009, we continued to engage with discussion. The initiative garnered vehicles on the NSE totalled 1,046 in 2007.
and make a positive impact upon the tremendous support from the public, the After Respect Your Limits began, the
communities around by undertaking media and the private and public sectors number of accidents dropped to 1,018 in
tangible corporate social responsibility with more than 241,000 pledges received 2008 and 976 in 2009 despite the growth
(“CSR”) initiatives. In line with through online and offline methods as at in traffic.
recommendations outlined in the GLC March 2010. The effectiveness of this
Silver Book, our 2009 CSR activities campaign was duly noted when MUFORS
focused on two of the seven core CSR was hailed the Corporate Social “Selamat Di Jalan” – PLUS National
areas – that of community involvement Responsibility Campaign of the Year by Inter-School Mural Competition
and education, particularly in the area of the Public Relations Consultants 2008/2009
road safety awareness. These efforts did Association of Malaysia. We believe awareness on road safety
much to help us achieve visibility as a should be instilled at a young age to
respected and socially-responsible develop more disciplined and courteous
member of society. Respect Your Limits future drivers on our roads. Our “Selamat
The year saw us touring 11 states with Di Jalan” mural competition for secondary
our Respect Your Limits road safety schools aims to achieve this by engaging
Malaysians Unite For Road Safety campaign to spread road safety awareness students in a fun manner. Some 50
09-09-09 (“MUFORS”) to drivers and operators of heavy vehicles. secondary schools in Peninsular Malaysia
The Malaysians Unite for Road Safety 09-09- Since 2008, a total of 2,500 participants were selected to participate in the
09 (“MUFORS”) campaign is the Group’s have benefited from the programme and 2008/2009 mural competition based on
initiative to get Malaysians to take there has been a direct correlation the essays they submitted concerning
responsibility for saving lives on the road, between our efforts and the reduction in road safety. The grand prize winner for
beginning with their own. Launched on the number of bus and lorry accidents on the 2008/2009 campaign received
9 September 2009, this first-of-its-kind our expressways. Before the campaign RM50,000 in cash for use in academic and
campaign gives Malaysians a chance to co-curricular activities.
re-examine their own attitudes and
behaviour towards road safety and make
a personal commitment to road safety
through physical and online pledges, be
these in the form of video, photo, text or
SMS pledges.
Reinforcing Our
Reputation (continued)
Reinforcing Our
Reputation (continued)
Setting Benchmarks
The Prime Minister recently praised PLUS
Expressways for setting high standards for
other highway operators to emulate,
especially in the way we maintain our
RSAs. He singled out the clean restrooms
at the RSAs and suggested that other
highway operators and other public
facilities look into the design and systems
we use to keep their own restrooms clean.
PLUS Expressways serves as a benchmark
for other asset owners and operators
domestically, and with its growing
recognition overseas the Group is certain
to become an international yardstick and
Well designed toilet facilities together with structured maintenance regime ensures pleasant experience at
an icon for Malaysia.
REACHING FOR EXCELLENCE
Under the PLUSMiles Loyalty Programme By end of December 2009, some 100,000 Stakeholder Engagement
launched on 1 January 2009, we are PLUSMiles members had signed up for the PLUS Expressways is committed to
ensuring frequent and high usage programme and more than 85,000 of maintaining a high level of disclosure and
electronic toll collection (“ETC”) users of these members had chalked up points communication with our various
our expressways are well rewarded. This equivalent to RM97,170. On top of this, stakeholders by ensuring regular contact
first phase of this first-of-its-kind loyalty 43,595 members were entitled to redeem with them and the dissemination of timely
programme recognised and rewarded close to RM659,433 in rebates by the and pertinent information. We continue
PLUSMiles subscribers who spent a year’s end. to interact with our shareholders, the
minimum of RM200 a month with a 5% Minority Shareholder Watchdog Group
toll rebate. August 2009 saw the launch and other shareholders through a number
of the second phase of PLUSMiles where Persada PLUS: Signifying Our of effective platforms. We have a dedicated
cardholders plying PLUS, ELITE and BKE Transformation investor relations link under the corporate
even spending below RM200 per month, Our new leading-edge headquarters, website (www.plus.com.my) as a one-stop
were entitled to 1 point for each RM1 Persada PLUS, is very much a tangible information centre for the investing
they spent. On top of this, PLUSMiles representation of the Group’s community. We continue to organise one-
cardholders are also entitled to a host of transformation into an efficient, dynamic on-one meetings and teleconferences
benefits including instant discounts and and premier global expressways operator. with local and international-based research
privileges from a growing number of Not only is it enhancing our image as a analysts and institutional investors, as well
participating merchant outlets. professional, efficient and customer- as participate in investor conferences and
centric organisation, it is also instilling a roadshows throughout Asia, US, Europe
and Australia.
PLUS Expressways Berhad
111
Annual Report 2009
PLUS FC
The Group-sponsored football team, the
PLUS Football Club (“PLUS FC”) was set up
with the support of staff and management
to engage Malaysian youths, the
community and our employees in a The PLUS FC football team in action during a Super League match
healthy and active lifestyle. It has done
much to raise the standard of the sport
and to inject a new dynamism and Mentor-Mentee Programme
professionalism into the game. It has also We continue to support the Government’s
helped inculcate esprit de corps amongst National Mentor-Mentee Programme to
the Group’s employees. Today, PLUS FC develop small-scale Bumiputra contractors.
competes at the highest professional The programme aims to assist the Mentees
football level in Malaysia – the Malaysian (participating small Class CIDB G1
Super League. Our well known footballers contractors) learn from their Mentors (the
who help run football clinics and assist in more established contractors). To date,
CSR programmes, are very much the 25 Mentees have successfully been
ambassadors of PLUS Expressways. awarded a total of 15 sub-contracts by
Mentors we have awarded projects to.
112 PLUS Expressways Berhad
2009 Annual Report
Reinforcing Our
Reputation (continued)
Minimising Contamination
The Group undertakes various measures
to ensure that effluent discharge from any
of our expressway facilities conform to
environmental regulations. Be it sampling
and quality improvement activities, or
maintenance and upgrading activities, our
efforts have brought about significant
improvements. Every year, we spend over
RM5 million to maintain our Sewerage
Treatment Plant (“STPs”). In 2009, we
upgraded our STPs at eight locations,
thereby minimising the impact of effluent
discharge. Plans are underway to upgrade
the STPs at three more locations to ensure
effluent discharge is further improved.
Moving
Forward
As the Group
moves forward
into 2010, we are
putting in place
several initiatives
REACHING FOR EXCELLENCE
to ensure we
maintain the
good momentum
achieved and to
further drive
business growth.
The Group is set to unlock further growth India and Indonesia will continue to be
opportunities locally and abroad by our focus countries going forward as we
building upon our existing core have garnered invaluable experience from
competencies. Our expansion strategy is working in these two countries which
based on the strength of our position as hold much potential for the Group. With
the country’s premier toll expressway regard to other markets such as Vietnam,
owner and operator. While the toll the Middle-East and the African nations
expressways business remains our primary where we have limited experience, we
focus, we will also explore the provision may consider providing consultancy and
of consultancy and technical services as technical services or making minimal
well as toll road operation and equity investments until we establish a
maintenance services. level of comfort in these new territories.
PLUS Expressways Berhad
115
Annual Report 2009
We will continue to implement prudent reputation as a premier toll expressway embracing new ideas and to being
investment criteria and duly weigh the group both domestically and adaptable amidst the rapidly changing
merits of every potential opportunity. internationally. To this end, platforms like business environment we operate in. As
t h e PLUS International Expressway we set our sights on pursuing new heights
We will also continue to optimise our Conference & Exhibition 2010 (“PIECE 2010”) of success, we are mindful of our mission
resources for greater efficiency while have gone a long way in reinforcing our which calls for PLUS Expressways to
elevating our service levels. We will also position as a premier expressway group. provide an efficient and safe expressways
explore network expansion opportunities PIECE 2010 has enabled us to tell the network that enhances the quality of life
both locally and abroad while leveraging world that we are ready to extend our of our stakeholders.
on innovation and service enhancements reach into global markets and we are
to improve operational efficiency and doing the necessary to make the most of
customer satisfaction levels. The Group the many opportunities it has presented
will also continue to invest in our talent us.
pool by providing effective human capital
development and succession planning. Going forward, we are confident of
delivering another strong performance in Noorizah Hj Abd Hamid
The Group will also focus its efforts on 2010 as we build upon the sound Managing Director
implementing the necessary strategies to operational strategies that have stood us
reinforce the Group’s position and in good stead. We also remain open to
116 PLUS Expressways Berhad
2009 Annual Report
MEDIA MILESTONES
– CORPORATE SOCIAL RESPONSIBILITY
REACHING FOR EXCELLENCE
changes destinies by uniting its people
through a common good.
PLUS Expressways Berhad
117
Annual Report 2009
N
A
T
INSP I RING
O
N
By re-defining the parameters of what can be achieved, we
ourselves are inspired and are helping inspire others to
reach out and lend a helping hand. Even as we focus our
efforts on the business of connecting people and
businesses, we will keep our eyes on the other things that
matter, because we believe that a little support can help
change the destiny of a nation and its people in a
significant way.
Expanding Good
Corporate Governance
Statement of
Practices
Corporate Governance 118
Statement of
Corporate Governance
The Board of Directors (“Board”) of PLUS Expressways Berhad
(“PLUS Expressways” or “the Company”) upholds a high
standard of corporate governance to safeguard the interests
of all stakeholders, which include customers, shareholders,
employees and the community.
The Board
the Board.
PLUS Expressways is led by an experienced Board
comprising a mix of members with a wide range of
The Company complied with the Listing Requirements
experience and expertise in the relevant fields such
of Bursa Malaysia Securities Berhad (“Bursa Securities”)
as accounting, economics and management,
which requires at least two (2) Directors or one-third
sustainable development, business and banking.
(1/3) of the Board, whichever is higher, to be
With their broad range of skills, experience and
independent and non-executive. The independence
knowledge, they effectively oversee PLUS Expressways
of the Non-Executive Directors is constantly reviewed
Group’s (“the Group”) business activities.
and benchmarked against best practices and
regulatory provisions.
As a team, the Board brings to bear independent
and sound judgement on issues encompassing
The Board’s composition is such that no individual
strategy, performance, resources and standards of
or group of individuals dominates the Board’s
conduct. The roles and functions of the Board as
decision making.
well as the differing roles of Executive Directors and
Non-Executive Directors have been clearly defined.
In accordance with the guidelines of the Code, Tan
Sri Datuk K. Ravindran is the Senior Independent
Non-Executive Director whose primary responsibility
is to deal with concerns regarding the Company
which are inappropriate to be dealt with by the
Chairman or the Managing Director.
PLUS Expressways Berhad
119
Annual Report 2009
Statement of
Corporate Governance (continued)
based on the Discretionary Authority Limit (“DAL”) declare to the Board their interests in any contracts
as approved by the Board. The Non-Executive or proposed contracts with the Company or any of
Directors complement the skills and experience of its related companies. The Directors will abstain
the Managing Director by contributing their from any decision making in relation to transactions
knowledge and experience of other businesses and in which they have an interest.
sectors to the formulation of policies and decision
making of the Company. To further assist the Board in discharging its
responsibilities more effectively; three (3) committees
have been set up – Audit, Nominations and
Fiduciary Duties of Directors Remuneration, and Investment Committees. Each
The relationship between a Director and the committee has the authority to review specific issues
Company is based on principle of fiduciary duties, delegated by the Board and to report to the Board
whereby each Director is required to act bona fide with its recommendations. The ultimate responsibility
in the best interests of the Company, as a whole. In for the final decision on all matters, however, lies
this respect, the Directors are required to declare with the Board.
their respective shareholdings in the Company and
related companies. Directors are also required to
Number of Directorships
EXPANDING GOOD PRACTICES
Details of each Director’s meeting attendance during the financial year ended 31 December 2009 are as follows:
No. of Board
No. Name of Director Status Meetings Attended
1 Tan Sri Dato’ Mohd Sheriff Mohd Kassim Non-Independent Non-Executive Chairman 7/7
2 Dato’ Mohd Izzaddin Idris Non-Independent Non-Executive Deputy Chairman 4/4
(Appointed w.e.f. 7 July 2009)
3 Noorizah Hj Abd Hamid Managing Director 7/7
4 Hassan Ja’afar Non-Independent Non-Executive Director 7/7
5 Dato’ Mohamed Azman Yahya Non-Independent Non-Executive Director 5/7
6 Tan Sri Datuk K. Ravindran Senior Independent Non-Executive Director 7/7
7 Quah Poh Keat Independent Non-Executive Director 7/7*
8 Datuk Seri Panglima Mohd Annuar Zaini Independent Non-Executive Director 6/7
9 Dato’ Seri Ismail Shahudin Non-Independent Non-Executive Director 4/5*
(Appointed w.e.f. 21 April 2009)
10 Dato’ Ahmad Pardas Senin Non-Independent Non-Executive Deputy Chairman 3/3
(Resigned w.e.f. 4 June 2009)
11 Geh Cheng Hooi Senior Independent Non-Executive Director 2/3
(Resigned w.e.f. 4 June 2009)
12 YM Professor DiRaja Ungku Abdul Aziz Ungku Independent Non-Executive Director 2/2
Abdul Hamid
(Resigned w.e.f. 5 May 2009)
13 Tan Sri Razali Ismail Independent Non-Executive Director 2/3
(Resigned w.e.f. 4 June 2009)
Statement of
Corporate Governance (continued)
Access To Information And Advice All Directors also have full access to the advice and
The Board recognises that the decision making service of the Company Secretaries in the course of
process is highly dependent on the reliability and their duties. The Company Secretaries are responsible
completeness of information furnished to it. As such, for ensuring that Board meeting procedures are
the Board members have full and unrestricted access adhered to at all times and that applicable rules and
to information on the Group’s business and affairs, regulations are complied with. Where necessary, the
whether as a full Board or in their individual capacity, Directors may obtain independent professional
in discharging their duties. The Board receives timely advice at the Company’s expense on specific issues
advice on all relevant information about the Group. to enable the Board to discharge their duties on
matters being deliberated.
Prior to Board meetings, the Directors receive the
agenda and a full set of Board papers containing
information relevant to the matters to be deliberated Directors’ Training
at the meeting. The Board papers are comprehensive The Company acknowledges that continuous
and encompass both quantitative and qualitative education is vital for Board members to gain insight
factors to facilitate prudent and informed decision into the state of the economy, technological
making. The minutes of the previous Board meeting development, latest regulatory developments and
are also circulated to the Directors and confirmed at management strategies in relations to the Group’s
each meeting. Minutes of the Board Meetings are core business.
maintained at the Registered Office of the
Company. Every Director of the Company undergoes continuous
training. In year 2009, the Directors have attended
training in relation to amongst others corporate
governance, risk management, securities market
regulation and directors’ duties and liabilities.
EXPANDING GOOD PRACTICES
5 Dato’ Mohamed 1. Malaysia’s Response to the Global Economic Crisis: What’s Being Done Right and What’s Wrong.
Azman Yahya 2. Seminar on Asset Protection in Corporate Insolvencies. *
3. KLBC: The Global Economic Crisis: Just How Bad Will It Get and What Will Provide The Growth to
End It.
4. Dialogue with Mr. Michael Evans, VC of Goldman Sachs & Chairman of Goldman Sachs Asia.
5. Scomi Group: In House Director’s Training – “Recent Trends in the Oil and Gas Industry”.
6. Securities Commission Malaysia: World Capital Markets Symposium on The Global Financial Crisis:
The Way Ahead.
6 Tan Sri Datuk K. 1. IMD Business Forum: Leading Change in Times of Uncertainty.
Ravindran 2. MINDA Directors Forum 2009 – Board Response to Turbulent Times.
8 Datuk Seri Panglima 1. IMD Business Forum: Leading Change in Times of Uncertainty.
Mohd Annuar Zaini 2. SIDC Non-Executive Director Development Series, Entitled Is It Worth The Risk?
3. UEM Directors Gathering.
9 Dato’ Seri Ismail 1. Key Performance Indicator (KPI) Conference for the Public Sector and Statutory Bodies and
Shahudin Government Agencies.
Statement of
Corporate Governance (continued)
Datuk Seri Panglima Mohd Annuar Zaini Independent Non-Executive Director 2/3*
(Appointed w.e.f. 28 May 2009)
The Board has delegated certain responsibilities to the Audit Committee, which operates within clearly defined terms of reference.
The terms of reference of the Audit Committee and their activities are set out on pages 140 to 144 of this Annual Report.
PLUS Expressways Berhad
125
Annual Report 2009
The composition of the Nominations and Remuneration Committee and the attendance of members at relevant committee
meetings held during the year are as follows:
Meeting Attendance of
Tan Sri Dato’ Mohd Sheriff Non-Independent Non-Executive 1/1 2/2 1/1
Mohd Kassim Chairman
Tan Sri Datuk K. Ravindran Senior Independent Non-Executive 1/1 2/2 1/1
Director
Prior to the combination of the Nominations and Remuneration Committees, the Nominations Committee deliberated and
recommended to the Board to approve for inclusion in the Notice for the 7th Annual General Meeting, the Retirement and
Re-election of Directors, the renewal of employment contract for the Chief Operating Officer and the Chief Financial Officer.
However, since 1 September 2009, the position of Chief Financial Officer of the Group is vacant after Annuar Marzuki Abdul Aziz
was transferred to UEM Group Berhad as the Group Chief Financial Officer. The Remuneration Committee deliberated and
recommended to the Board the new salary and employment contract for the Chief Operating Officer and the Chief Financial
Officer, proposed the 2008 Bonus payment for the Managing Director and top management of the Group.
126 PLUS Expressways Berhad
2009 Annual Report
Statement of
Corporate Governance (continued)
Tan Sri Dato’ Mohd Sheriff Mohd Kassim Non-Independent Non-Executive Chairman 5/5
The Investment Committee is only allowed to make decisions in respect of investments in expressways related business in
Malaysia and overseas at the tender/pre-qualification stage. In the event that the tender/pre-qualification are successful, further
details on the investment will be presented to the Board for its final decision. Other types of investments which are not related
to the expressways industry will be deliberated by the Investment Committee and recommended to the Board for final
decision.
c. Directors’ Remuneration
EXPANDING GOOD PRACTICES
Other than the Managing Director, all Directors are paid a fixed fee and receive a meeting allowance for each Board or Committee
meeting they attend. Directors’ remuneration is subject to approval by the shareholders. The Chairman is paid a higher fee compared
to other Board members in recognition of his additional responsibilities.
The remuneration for the Deputy Chairman is paid to UEM Group. The Managing Director’s remuneration is contractual and reflects
the Board’s recognition of her skills and experience in the industry. The level of remuneration of Non-Executive Directors commensurate
with their experiences and level of responsibilities and is determined by the Board.
PLUS Expressways Berhad
127
Annual Report 2009
The details of the remuneration of the Directors, paid and payable, for the financial year ended 31 December 2009 are as follows:
Other
Benefits & Benefit in
Salary Fees Emolument Kind Total
No. Name of Directors RM (’000)
1 Tan Sri Dato’ Mohd Sheriff Mohd Kassim 90 62 — 152
2 Dato’ Mohd Izzaddin Idris 25 — — 25
(Appointed w.e.f. 7 July 2009)
3 Noorizah Hj Abd Hamid 773* — 35 79 887
4 Hassan Ja’afar 40 8 — 48
5 Dato’ Mohamed Azman Yahya 40 7 — 47
6 Tan Sri Datuk K. Ravindran 54 12 — 66
7 Quah Poh Keat 64 12 — 76
(Appointed AC Chairman w.e.f. 5 June 2009)
8 Datuk Seri Panglima Mohd Annuar Zaini 48 7 — 55
(Appointed AC Member w.e.f. 28 May 2009)
9 Dato’ Seri Ismail Shahudin 28 5 — 33
(Appointed w.e.f. 21 April 2009)
10 Dato’ Ahmad Pardas Senin 17 5 — 22
(Resigned w.e.f. 4 June 2009)
11 Geh Cheng Hooi 31 3 — 34
(Resigned w.e.f. 4 June 2009)
12 YM Professor DiRaja Ungku Abdul Aziz Ungku 18 3 — 21
Abdul Hamid
(Resigned w.e.f. 5 May 2009)
13 Tan Sri Razali Ismail 17 2 — 19
(Resigned w.e.f. 4 June 2009)
Total 773 472 161 79 1,485
* The amount is inclusive of salary, ex-gratia, bonus and EPF (employer’s contribution).
128 PLUS Expressways Berhad
2009 Annual Report
Statement of
Corporate Governance (continued)
d. Relationship with Shareholders/ In the last AGM, 1,465 of shareholders and proxies
Investors turned up for the meeting which represent 70% of
The Company recognises the importance of effective the total shareholdings in the Company. The AGM
communication with its shareholders, other lasted for three (3) hours.
stakeholders and the financial community on all
major developments of the Group on a timely and
accurate basis. The Company maintains a high level Investors Relations
of disclosure and communications with its The Statement on Investor Relations is set out on
stakeholders through a number of readily accessible pages 46 to 48 of the Annual Report. It provides an
channels. overview of the investor relation activities of the
Group.
Malaysia versions. The annual report is also made announcement of the quarterly financial results to
available on the Company’s website. the shareholders, the Board aims to present a
balanced and comprehensible assessment of the
The AGM is the principal forum for dialogue and Group’s position and prospects. The Board is assisted
interaction between the shareholders and the Board by the Audit Committee to oversee the Group’s
of Directors and senior management. At the AGM, financial reporting processes and the quality of its
shareholders are briefed of the Group’s financial financial reporting.
performance and significant operational
developments for the financial year as well as the
strategy and outlook for the Group. Shareholders’ Director’s Responsibility Statement in respect
participation is highly encouraged through the of the Preparation of the Audited Financial
question and answer session on the Group’s financial Statements
and operational performance. A press conference is The Directors are required by the Companies Act,
held immediately after the AGM where the Chairman 1965 to ensure that the Group’s financial statements
and Managing Director are present to clarify and are prepared in accordance with applicable approved
explain issues raised by the media. It is the Company’s accounting standards and give a true and fair view
policy to promote interaction with its shareholders of the state of affairs of the Group and the Company
in order to give the shareholders a fuller at the end of the financial year and of the results
understanding of the Group’s affairs. and cash flows of the Group and the Company for
the financial year.
PLUS Expressways Berhad
129
Annual Report 2009
In the course of preparing the annual financial The details of the statutory audit, audit related and
statements, the Directors have: non audit fees paid/payable in 2009 to the external
• adopted applicable accounting policies and auditors are as follows:
applied them consistently;
Group Company
• made judgements and estimates that are prudent Fees paid/payable: (RM’000) (RM’000)
and reasonable;
Statutory Audit 515 60
• ensured that all applicable accounting standards
Services
have been followed; and
• prepared the financial statements on a going Other Services* 539 149
concern basis. Total 1,054 209
The Directors are responsible in ensuring that the * Other services include amongst others cost
Company keeps proper accounting records in verification, tender exercise, dividend certification,
accordance with the provisions of the Companies review of cash flow projections, quarterly review
Act, 1965. and toll compensation.
The Directors have the overall responsibilities of The Audit Committee also met twice with the
maintaining a sound system of internal control to External Auditor without the presence of Management
safeguard shareholders’ investment and the assets for the financial year 2009.
of the Group which include taking reasonable steps
for the detection and prevention of fraud and other A full Audit Committee report is set out in pages
irregularities. 139 to 144 of this Annual Report.
Enterprise
Risk Management
Enterprise
Risk Management (continued)
The RMWC is tasked with reviewing changes to risk, highlighting new risks that may arise, and updating the risk register accordingly.
It is responsible for the following activities:
• Recommending procedures and reporting formats on the risk management process;
• Preparing risk progress reports;
• Preparing and recommending the risk management framework;
• Communicating the extent and categories of risk for the Group to the RMSC;
• Evaluating new entries for the risk register from the time of the last review and updating entries of the last reported register; and
• Discussing and recommending solutions on risk management issues and procedures that can be implemented or incorporated by
any function of the Group to the RMSC.
Figure 1
Risk Management Framework St e p 1 : D e t e r m i n e p o l i c y ,
Diagram objectives and define risk
• Corporate risk management policy
• Key objective for risk management
• Define risk Step 2: Risk Identification
Step 6: Monitor and Review
Risks • Acceptable appetite for risk • Identify internal and external
forces of risk
• Frequent reviews
COMMUNICATION
• Recognise risks area
• Strategy
• Type of risks
• Environment and organisation
EXPANDING GOOD PRACTICES
Internal Control
Step 5: Risk Management or Treatment Step 3: Risk Assessment
• Accept • Likelihood
• Avoid • Impact
• Transfer • Overall risk rating matrix
Step 4: Risk Evaluation &
• Reduce likelihood and/or impact Prioritisation
• Identify acceptable or
unacceptable risks
• Prioritise risk for treatment
Conclusion
The Board is of the opinion that the Group’s Risk Management System is effective and functioning adequately, and that everyone in
the Group has been made aware of and alert to the requirements of the system and its procedures.
The Board has also found that all identified risks are being managed to an acceptance level, and the system is proficient in helping
to keep the Group in line with its long term goals and objective.
PLUS Expressways Berhad
133
Annual Report 2009
Code of
Business Ethics
Statement on
Internal Control
talent and competencies of employees through can request for information and clarification from
strategic recruitment practices and continuous management as well as to seek inputs from the
training and development. Through the KPI’s Audit Committee, external and internal auditors, and
parameters and Training Needs Analysis (“TNA”), other experts, and any costs shall be borne by the
employees’ competencies and gaps are being Group.
properly addressed and suitable training programmes
are identified.
Audit Committee
The Audit Committee has been established by the
Insurance and Physical Safeguards Board since year 2002. The Audit Committee
The Group undertakes adequate insurance and comprises three (3) members of the Board, all of
ensure physical safeguard on assets in place to whom are independent directors.
ensure that the assets are sufficiently covered against
any mishap that will result in material losses. Its terms of reference together with the Audit
Committee Report are disclosed in pages 140 to 144
of this Annual Report.
Business Plan and Budget
The Group undertakes a comprehensive business
planning and budgeting process each year, to Internal Audit Function
establish goals and targets against which performance The Internal Audit Department (“IAD” or “the
is monitored on an ongoing basis. The Board Department”) of PLUS Expressways Berhad acts as
participates in the review and approval of the an independent appraisal function to assist the
Business Plan and Budget. A monthly reporting and Audit Committee in discharging their duties and to
review of financial results and forecast has been provide assurance to Management and the Board
established and is consistently observed. The that all internal controls are in place, adequate, and
quarterly performance against budget is presented functioning effectively within the acceptable limits
to the Board. and expectations. IAD strives to provide the means
for the Group to accomplish its control objectives by
introducing a systematic and disciplined approach in
Authority Levels evaluating and improving the effectiveness of risk
The Group has documented its Discretionary management, internal control and governance
Authority Limits (“DAL”) which clearly define the processes. The purpose, authority and responsibility
lines of authority and responsibility in making of IAD as well as the nature of assurance and
operational and commercial business decisions. consultancy activities provided to the Group are
Approving authorities cover various levels of clearly expressed in the Internal Audit Charter that
management and includes the Board. The DAL is has been approved by the Audit Committee. In
reviewed regularly and any amendments made to order to preserve its independence, IAD directly
the DAL must be tabled to and approved by the reports to the Audit Committee regularly as part of
Board. its functions and also provide updates to the
Managing Director on an administrative basis.
Information and Communication Activities of IAD are guided by the Annual Internal
Audit Plan which is reviewed and approved by the
While the management is responsible to ensure
Audit Committee on a yearly basis. The risk-based
proper implementation of internal control procedures,
audit plan is developed to cover operational and
the Board can request to review the state of internal
financial activities that are significant to the overall
controls as and when it deems necessary. The Board
136 PLUS Expressways Berhad
2009 Annual Report
Statement on
Internal Control (continued)
performance of the Group. At present, IAD has been 9. Assist Management in establishing a proper risk
structured to have two (2) audit units, Corporate management framework, assessing risks,
Audit Unit (“CAU”) and Operations Audit Unit monitoring the effectiveness of the risk
(“OAU”), and a Support Unit (“SU”). SU is responsible management program and ensuring the
to provide overall management of the department adequacy of the internal control system.
as well as render technical and analytic support to
CAU and OAU. CAU primarily acts as an assurance In year 2009, CAU conducted fifteen (15) audits in
unit which reviews the effectiveness of the system accordance to the approved Annual Audit Plan and
of internal control, highlighting any areas for four (4) ad hoc assignments as requested by the
improvement and subsequently monitors the Audit Committee or the Management. OAU, which
implementation of its recommendations. On the focuses on the compliance to toll operational
other hand, OAU objectives are to evaluate the procedures, conducted thirty six (36) compliance
effectiveness and efficiency of existing internal audits at all Sections and seventy five (75) spot
controls for toll operations, recommend enhancement checks at selected toll plazas. The frequency and
to the internal controls where necessary and to selection of toll plazas to be spot checked were
minimise or eliminate the risk of internal toll fraud. determined by the level of risk of each of the toll
plazas. Summary of audits conducted were in the
As an integral part of the management process, IAD areas of:
furnishes Management with independent analysis,
1. Toll and Non Toll Operations
appraisals, counsel and information on the activities
under review. The key internal audit activities that a. Compliance to Identified Key Internal
add value to the Group can be summarised as Control – Toll Procedures (All Sections)
follows: b. Toll Violations
2. Identify all auditable activities and relevant risk e. Productivity and Quality Management
factors and assess their significance.
2. Expressways and Assets Maintenance
3. Perform research and gather information that is
a. Signages and Traffic Safety Equipment
accurate, factual and complete.
b. Expressways Assets – Bridges and Slopes
4. A n a l y s e a n d e x a m i n e t h e o p e r a t i o n s
c. Vehicle Management and Maintenance
effectiveness and efficiency.
d. Building and Facilities Maintenance
5. Analyse and examine transactions data to
e. Upgrading of Rest and Service Area
identify elements of fraudulent activities.
f. Comprehensive Maintenance Agreement
6. Provide assurance on compliance to statutory – Mechanical, Electrical and Electronic
requirements, laws, Group policies and System
guidelines.
5. Information Technology (“IT”) The Head of IAD is Mohd Halmi Mohd Hassan who
a. IT Asset Management holds a Bachelor of Electrical Engineering from
Memorial University of Newfoundland, Canada. As at
b. Toll Data Integrity
31 December 2009, the total headcount for IAD
stood at twenty-eight (28) comprising nineteen (19)
6. Overseas Subsidiary
executives and nine (9) non-executives. The total
a. PLUS BKSP Toll Limited – Operations cost incurred by IAD for 2009 was RM2,165,836.
In 2009, IAD has been involved in several reviews of Quality Assessment Review (“QAR”) is performed by
new systems developed by the Group. IAD inputs on qualified independent reviewer once every five
the internal controls of the system were sought and years. The objective of the review is to assess IAD’s
IAD has provided its opinion to the Management for compliance to the International Standards for the
their further actions. Two (2) of the new systems Professional Practice of Internal Auditing (“Standards”).
reviewed during the year were the Vehicle Based on the latest QAR conducted in 2008, IAD has
Registration Number System (“VRN”) and the Contract been conformed to the Standards in general. In
Management System (“CMS”). addition, IAD also performs an internal assessment
review annually.
The Head of IAD currently sits as an observer in the
Management Meeting where the senior management
of the Group discusses and deliberates on issues Management Control Policy
pertaining to operations of the Group. The Head of
The Group has introduced the Management Control
IAD will provide his input and opinion on matters
Policy that clarifies the responsibilities of the
discussed with regards to internal control, where
Management with regards to internal controls. This
necessary.
policy, as disclosed in page 145 of this Annual
Report, shall serve as a guideline to be implemented
IAD also works with the Group Internal Audit (“GIA”)
within the Group.
of UEM Group Berhad in audits that require specific
skills and knowledge not available within IAD. In
2009, two (2) audits under the area of Information
Review of the Statement by External
Technology were sourced from GIA. In addition, IAD
Auditors
also works closely with the External Auditors to
resolve any control issues raised by them. The external auditors have reviewed this statement
on Internal Control for the inclusion in the annual
In order to further fulfil its objective, IAD performs report of Plus Expressways Berhad for the year ended
analysis on traffic volume and toll collection using 31 December 2009 and reported to the Board that
Computer Aided Audit Tools (“CAAT”) to identify any nothing has come to their attention that warrants
anomalies in toll transactions as a guide for them to believe that the statement is inconsistent
evaluating the key internal control within the toll with their understanding of the process adopted by
operations. In 2009, IAD has developed the Internal the Board in reviewing the adequacy and integrity
Audit Information System (“IAIS”) which is a database of the system of internal controls.
of audit related data and information. IAIS will allow
IAD to manage the audit related data in a more
effective and efficient manner.
138 PLUS Expressways Berhad
2009 Annual Report
STATEMENT OF
ADDITIONAL COMPLIANCE INFORMATION
The information set out below is disclosed in Options, Warrants or Convertible
compliance with the Listing Requirements of Bursa Securities Exercised
Malaysia Securities Berhad (“Bursa Securities”). The Company has not issued any options, warrants
or convertible securities in respect of the financial
year ended 31 December 2009.
Material Contracts
Other than those disclosed in the financial statements,
there were no material contracts relating to any American Depository Receipt (“ADR”) or
loans entered into by the Company and its subsidiary Global Depository Receipt (“GDR”)
involving Directors and major shareholders’ The Company has not sponsored any ADR or GDR
interests. programme for the financial year ended 31 December
2009.
Revaluation Policy
The RRPT Mandate is valid until the conclusion of
the forthcoming AGM of the Company to be held on The Company has not adopted a revaluation policy
29 April 2010. Details of the recurrent related party on landed properties.
transactions entered into pursuant to the RRPT
Mandate for the year ended 31 December 2009 are
set out in page 240 of this Annual Report. Utilisation of Proceeds
There was no capital raising exercise carried out
by the Company for the financial year ended
Sanctions and/or Penalties 31 December 2009.
There were no sanctions and/or penalties imposed
on the Company, Directors or management by the
relevant regulatory authorities.
Share Buy-Backs
There was no share buy-backs during the financial
year ended 31 December 2009.
PLUS Expressways Berhad
139
Annual Report 2009
AUDIT COMMITTEE
REPORT
1 Members
Quah Poh Keat Tan Sri Datuk K. Ravindran
Chairman Member
Independent Non-Executive Director and a member of the Senior Independent Non-Executive Director
Malaysian Institute of Certified Public Accountants (MICPA)
and the Malaysian Institute of Accountants (MIA) Datuk Seri Panglima Mohd Annuar Zaini
Member
Independent Non-Executive Director
AUDIT COMMITTEE
REPORT (continued)
AUDIT COMMITTEE
REPORT (continued)
AUDIT COMMITTEE
REPORT (continued)
Management
Control Policy
1.0 Management Control Policy 3.0 Key Control Activities
This document is intended to clarify the 3.1 Controlling is a function of management
responsibilities of the Management with regards and is an integral part of the overall
to internal controls. process and managing operations. As such,
it is the responsibility of managers at all
levels of the organisation to:
2.0 Management Responsibilities
3.1.1 Identify and evaluate the exposures
2.1 M a n a g e m e n t i s c h a r g e d w i t h t h e to loss(es) which relate to their
responsibillty for establishing a network of particular spheres of operations.
processes with the objective of controling
the operations of PLUS Expressways Group 3.1.2 Specify and establish policies, plans
in a manner which provides the board of and operating standards,
director’s reasonable assurance that: procedures, systems and other
disciplines to be used to minimise,
2.1.1 Data and information published mitigate, and/or limit the risks
either internally or externally is associated with the exposures
accurate, reliable and timely. identified.
2.1.2 The actions of directors, officers 3.1.3 Establish practical controlling
and employees are in compliance processes that require and
with the organisation’s policies, encourage directors, officers and
standards, plans and procedures, employees to carry out their duties
and all relevant laws and and responsibilities in a manner
regulations. that achieves the control objectives
2.1.3 The company’s resources (including outlined in the preceding
its people, systems, data/information paragraph.
bases, and customer goodwill) are 3.1.4 Maintain the effectiveness of the
adequately protected. controlling processes they have
2.1.4 Resources are acquired economically established and foster continuous
and employed profitably, quality improvement to these processes.
business processes and continuous 3.1.5 Ensure that appropriate corrective
improvement are emphasised. actions are undertaken to effectively
2.1.5 Quality business and operational address internal control breakdowns
processes are maintained, and identified by company’s officers
continuous improvement initiatives and employee, Internal Audit
are emphasised; and function, external auditors,
regulatory bodies or other outside
2.1.6 The company’s plans, programs, advisors commissioned by the
goals and objectives are achieved. Management or the Board of
Directors.
146 PLUS Expressways Berhad
2009 Annual Report
Financial
Statements
Directors’ Report 147
Directors’
Report
The Directors present their annual report together with the audited financial statements of the Group and of the Company for the
year ended 31 December 2009.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of expressway operation services.
The Company is principally engaged in the highway concessions and related services through its subsidiaries:
(i) Projek Lebuhraya Utara-Selatan Berhad (“PLUS”); PLUS is involved in the operation and maintenance of a tolled expressway
network comprising the North-South Expressway (“NSE”), the New Klang Valley Expressway (“NKVE”), a section of Federal Highway
Route 2 (“FHR2”) between Subang and Klang, and the Seremban-Port Dickson Highway (“SPDH”) in Peninsular Malaysia.
(ii) Expressway Lingkaran Tengah Sdn Bhd (“ELITE”); ELITE undertakes the operation, maintenance and toll collection of the North-
South Expressway Central Link (“NSECL”) and an extension of the KLIA Expressway (“KLIA Expressway”).
(iii) Linkedua (Malaysia) Berhad (“LINKEDUA”); LINKEDUA undertakes the operation, maintenance and toll collection of the Malaysia-
Singapore Second Crossing (“MSSC”).
(iv) Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd (“KLBK”); KLBK is engaged in the operation, maintenance and toll
collection of the Butterworth-Kulim Expressway (“BKE”).
On 6 October 2009, the Company acquired PLUS Helicopter Services Sdn Bhd (formerly a dormant company known as One-Universal
Corporation Sdn Bhd) for a cash consideration of RM2. PLUS Helicopter Services Sdn Bhd (“PHS”) is a dedicated aviation company that
provides helicopter charter services.
PEB has four foreign subsidiaries namely PLUS Kalyan (Mauritius) Private Limited (“PLUS Kalyan”) in Port Louis, Mauritius, PLUS BKSP
Toll Limited (“PLUS BKSP”) in Kanpur, India, PT Lintas Marga Sedaya (“LMS”) and PT Cimanggis-Cibitung Tollways (“CCTW”) both in
Indonesia.
Save and except for PLUS Kalyan, all its foreign subsidiaries are highway concessionaires on a “build, operate and transfer basis”
(“BOT”). The principal activity of PLUS Kalyan is investment holding.
There have been no significant changes in the nature of the principal activities during the financial year.
FINANCIAL RESULTS
GROUP COMPANY
RM’000 RM’000
Attributable to:
Equity holders of the Company 1,186,378 742,769
Minority interests (1,266) —
1,185,112 742,769
148 PLUS Expressways Berhad
2009 Annual Report
Directors’
Report (continued)
In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year have not been
substantially affected by any item, transaction or event of a material and unusual nature.
DIVIDENDS
The amount of dividends paid by the Company since 31 December 2008 were as follows:
2009
RM’000
Final single tier dividend for the year ended 31 December 2008 of 9.5 sen per ordinary share
declared on 4 June 2009 and paid on 2 July 2009 475,000
Interim single tier dividend for the year ended 31 December 2009 of 6.5 sen per ordinary share
declared on 20 August 2009 and paid on 25 September 2009 325,000
800,000
At the forthcoming Annual General Meeting, a final single tier dividend in respect of the financial year ended 31 December 2009 of
10.0 sen per ordinary share of RM0.25 each, amounting to a total dividend payable of RM500 million will be proposed for shareholders’
approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend if approved by
the shareholders will be accounted for in shareholders’ equity as an appropriation of retained profits in the financial year ending
31 December 2010.
DIRECTORS
FINANCIAL STATEMENTS
The names of the Directors of the Company in office since the date of the last report and at the date of this report are:
DIRECTORS (Continued)
In accordance with Article 76 of the Company’s Articles of Association, Encik Hassan bin Ja’afar and Dato’ Mohamed Azman bin Yahya
shall retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.
In accordance with Article 83 of the Company’s Articles of Association, Dato’ Mohd Izzaddin bin Idris shall retire at the forthcoming
Annual General Meeting and being eligible, offers himself for re-election.
In accordance with Section 129(2) of the Companies Act 1965, Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim having already attained
the age of 70, shall vacate the office of Director of the Company. However, pursuant to Section 129(6), he may be re-appointed by
resolution passed by a majority of not less than three-fourth of such number of shareholders of the Company entitled to vote at a
general meeting of the Company. The appointment to hold office shall be until the next Annual General Meeting of the Company.
The resolution to re-appoint him as Director of the Company will be proposed at the forthcoming Annual General Meeting.
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during the year, did there subsist any arrangement to which the Company
was a party, whereby the Directors might acquire benefits by means of acquisition of shares in, or debentures of the Company or any
other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive any benefits (other than benefits
included in the aggregate amount of emoluments received or due and receivable by the Directors or the fixed salary of a full-time
employee of the Company as disclosed in Note 10 to the financial statements) by reason of a contract made by the Company or a
related corporation with any Director or with a firm of which the Director is a member or with a company in which the Director has
a substantial financial interest, required to be disclosed by Section 169(8) of the Companies Act, 1965.
DIRECTORS’ INTERESTs
According to the register of Directors’ shareholdings to be kept under Section 134 of the Companies Act, 1965, the interest of Directors
in office at the end of the financial year in shares in the Company and its related corporation during the financial year were as
follows:
The Company
Number of Ordinary Shares of RM0.25 each
Direct Interest
Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim 60,000 — 5,000 55,000
Noorizah binti Hj Abd Hamid 20,000 — — 20,000
Hassan bin Ja’afar 40,000 — — 40,000
Dato’ Mohamed Azman bin Yahya 40,000 — — 40,000
Tan Sri Daruk K. Ravindran 40,000 — — 40,000
Datuk Seri Panglima Mohd Annuar bin Zaini 15,000 — — 15,000
150 PLUS Expressways Berhad
2009 Annual Report
Directors’
Report (continued)
Direct Interest
Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim 666,000 — 552,000 114,000
Dato’ Seri Ismail bin Shahudin 4,688 — — 4,688
Pharmaniaga Berhad
Number of Ordinary Shares of RM1.00 each
Direct Interest
Noorizah binti Hj Abd Hamid 100 — — 100
None of the other directors who held office at the end of the financial year had an interest directly or indirectly in shares of the
Company and its related corporations during the financial year.
HOLDING COMPANY
The Directors regard UEM Group Berhad (“UEM”), a company incorporated in Malaysia which owns 38.51% of the Company’s equity
as at 31 December 2009, as the immediate holding company.
(a) Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for
doubtful debts and satisfied themselves that there were no known bad debts and that adequate allowance had been made
for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the
ordinary course of business had been written down to an amount which they might be expected so to realise.
(b) At the date of this report, the Directors are not aware of any circumstances which would render:
(i) it necessary to write off any debts or the amount of allowance for doubtful debts in the Group and of the Company
inadequate to any substantial extent; and
(ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading.
PLUS Expressways Berhad
151
Annual Report 2009
(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial
statements of the Group and of the Company which would render any amount stated in the financial statements misleading.
(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which
secures the liabilities of any other person; or
(ii) any contingent liability in respect of the Group and of the Company which has arisen since the end of the financial year.
(i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of
twelve months after the end of the financial year which will or may affect the ability of the Group and of the Company to
meet its obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial
year and the date of this report which is likely to affect substantially the results of the Group and of the Company for the
financial year in which this report is made.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to accept reappointment.
TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM NOORIZAH BINTI HJ ABD HAMID
Statement by
Directors
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
We, TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM and NOORIZAH BINTI HJ ABD HAMID, being two of the Directors of PLUS
EXPRESSWAYS BERHAD, do hereby state that in the opinion of the Directors, the financial statements set out on pages 155 to 239 are
drawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia so
as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2009 and of the results
and the cash flows of the Group and of the Company for the year then ended.
TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM NOORIZAH BINTI HJ ABD HAMID
Statutory
Declaration
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
I, HOW SEET MENG, being the Officer primarily responsible for the financial management of PLUS EXPRESSWAYS BERHAD, do solemnly
and sincerely declare that the financial statements set out on pages 155 to 239 are in my opinion correct, and I make this solemn
declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
FINANCIAL STATEMENTS
R. VASUGI AMMAL
Commissioner for Oaths
(No. W 480)
PLUS Expressways Berhad
153
Annual Report 2009
Independent
Auditors’ Report
to the members of PLUS EXPRESSWAYS BERHAD
(Incorporated in Malaysia)
Report on the financial statements
We have audited the financial statements of PLUS EXPRESSWAYS BERHAD, which comprise the balance sheets as at
31 December 2009 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow
statements of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other
explanatory notes, as set out on pages 155 to 239.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation
and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating
the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with applicable Financial Reporting Standards
and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company
as at 31 December 2009 and of their financial performance and cash flows of the Group and of the Company for the year then
ended.
154 PLUS Expressways Berhad
2009 Annual Report
Independent
Auditors’ Report (continued)
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its
subsidiaries have been properly kept in accordance with the provisions of the Act.
(b) We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which
are indicated in Note 19 to the financial statements.
(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements of the Company
are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and
we have received satisfactory information and explanations required by us for those purposes.
(d) The auditors’ reports on the accounts of the subsidiaries were not subject to any qualification to the consolidated financial
statements and did not include any comment required to be made under Section 174(3) of the Act.
Other matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in
Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Income
Statements
FOR THE YEAR ENDED 31 DECEMBER 2009
Group Company
Continuing operations
Revenue 5 3,179,022 2,967,958 930,607 985,960
Direct cost of operations (914,935) (879,509) (91,148) (97,875)
Attributable to:
Equity holders of the Company 1,186,378 1,079,333 742,769 810,199
Minority interests (1,266) 707 — —
Balance
Sheets
AS AT 31 DECEMBER 2009
Group Company
ASSETS
Non-current assets
Concession assets 15 12,417,516 12,380,531 — —
Property, plant and equipment 16 49,146 47,855 15,297 13,682
Prepaid land lease payments 17 26,988 27,269 97,618 98,635
Intangible assets 18 3,729 3,667 2,668 1,632
Investments in subsidiaries 19 — — 2,300,001 2,284,361
Other investments 20 159,192 165,925 — —
Deferred tax assets 21 8,316 7,154 7,890 4,898
Toll compensation recoverable from the Government 22 2,486,189 1,909,498 — —
Amount owing by subsidiary 24 — — 65,378 85,378
Long term deposits 26 501 483 — —
Current assets
Toll compensation recoverable from the Government 22 117,879 104,269 — —
Inventories 118 27 118 27
Sundry receivables, deposits and prepayments 23 77,688 63,391 5,899 6,006
Amount owing by related companies 24 1,937 7,568 131 74
Amount owing by subsidiaries 24 — — 573,269 535,823
Tax recoverable 4,812 5,575 4,812 5,554
Short term investments 25 129,936 63,389 24,968 —
Short term deposits with licensed banks 26 2,851,406 2,209,124 163,029 6,190
Cash and bank balances 26 32,124 25,306 325 253
FINANCIAL STATEMENTS
Group Company
Note 2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Non-current liabilities
Long term financial liabilities 32 8,763,035 7,965,604 1,377,021 776,174
Long term borrowings 33(A) 1,654,284 1,551,694 — —
Amount due to Government 33(C) 38,096 38,096 — —
Amount owing to immediate holding company 24 6,885 6,885 — —
Amount owing to subsidiary 24 — — 84,850 86,850
Other long term payables 97 59 — —
Retirement benefits 36 15,698 14,071 — —
Deferred liabilities 37(a) 76,001 73,224 — —
Deferred revenue 37(b) 43,789 46,622 — —
Deferred tax liabilities 21 806,779 388,239 — —
Current liabilities
Trade payables 38(a) 35,454 27,331 — —
Sundry payables and accruals 38(b) 127,063 135,680 28,238 22,955
Amount received from the Government for
Additional Works 39 19,216 20,445 — —
Deferred liabilities 37(a) 6,920 6,473 — —
Deferred revenue 37(b) 3,194 1,187 — —
Short term financial liabilities 32 557,917 623,132 — —
Short term borrowings 33(B) 23,947 332,801 — 325,806
Amount owing to immediate holding company 24 4,255 1,338 796 265
Amount owing to related companies 24 86,406 91,073 826 357
Amount owing to subsidiaries 24 — — — 3,203
Tax payable 12(b) 807 125 — —
Statements of
Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2009
At 1 January 2008 1,250,000 461,138 298,834 1,040 3,329,186 5,340,198 9,510 5,349,708
At 31 December 2008 1,250,000 461,138 298,834 (20,312) 3,687,948 5,677,608 19,344 5,696,952
and expense for the year — — — 12,648 1,186,378 1,199,026 1,656 1,200,682
Dividends 14 — — — — (800,000) (800,000) — (800,000)
At 31 December 2009 1,250,000 461,138 298,834 (7,664) 4,074,326 6,076,634 21,000 6,097,634
Non-
Distributable Distributable
Cash Flow
Statements
FOR THE YEAR ENDED 31 DECEMBER 2009
Group Company
Net cash generated from/(used in) operating activities 2,075,255 1,813,551 1,204 (48,178)
Net cash (used in)/generated from investing activities (447,785) (874,368) 757,256 627,518
PLUS Expressways Berhad
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Annual Report 2009
Group Company
Net increase/(decrease) in cash and cash equivalents 643,500 (175,845) 156,911 1,377
Effects of foreign exchange rate changes 5,600 (7,347) — —
Cash and cash equivalents at the beginning of the year 2,234,430 2,417,622 6,443 5,066
Cash and cash equivalents at the end of the year 26 2,883,530 2,234,430 163,354 6,443
Notes to The
Financial Statements
– 31 DECEMBER 2009
1 CORPORATE INFORMATION
PLUS Expressways Berhad (“the Company” or “PEB”) is a public limited liability company, incorporated and domiciled in Malaysia,
and is listed on the Main Board of the Bursa Malaysia Securities Berhad. The registered office of the Company is located at 19-2,
Mercu UEM, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur. The principal place of business is located at
Menara Korporat Persada PLUS, Persimpangan Bertingkat Subang, KM 15, Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya,
Selangor Darul Ehsan.
The Directors regard UEM Group Berhad (“UEM”), which is incorporated in Malaysia and owns 38.51% of the Company’s equity as
at 31 December 2009, as the immediate holding company. The ultimate holding company is Khazanah Nasional Berhad
(“Khazanah”), which is incorporated in Malaysia.
The principal activities of the Company are investment holding and provision of expressway operations services.
The Company is principally engaged in the highway concessions and related services through its subsidiaries:
i. Projek Lebuhraya Utara-Selatan Berhad (“PLUS”); PLUS is involved in the operation and maintenance of a tolled expressway
network comprising the North-South Expressway (“NSE”), the New Klang Valley Expressway (“NKVE”), a section of Federal
Highway Route 2 (“FHR2”) between Subang and Klang, and the Seremban-Port Dickson Highway (“SPDH”) in Peninsular
Malaysia.
ii. Expressway Lingkaran Tengah Sdn Bhd (“ELITE”); ELITE undertakes the operation, maintenance and toll collection of the
North-South Expressway Central Link (“NSECL”) and an extension of the KLIA Expressway (“KLIA Expressway”).
iii. Linkedua (Malaysia) Berhad (“LINKEDUA”); LINKEDUA undertakes the operation, maintenance and toll collection of the
Malaysia-Singapore Second Crossing (“MSSC”).
iv. Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd (“KLBK”); KLBK is engaged in the operation, maintenance and toll
collection of the Butterworth-Kulim Expressway (“BKE”).
On 6 October 2009, the Company acquired PLUS Helicopter Services Sdn Bhd (formerly a dormant company known as One-
Universal Corporation Sdn Bhd) for a cash consideration of RM2. PLUS Helicopter Services Sdn Bhd (“PHS”) is a dedicated aviation
company that provides helicopter charter services.
FINANCIAL STATEMENTS
PEB has four foreign subsidiaries namely PLUS Kalyan (Mauritius) Private Limited (“PLUS Kalyan”) in Port Louis, Mauritius, PLUS
BKSP Toll Limited (“PLUS BKSP”) in Kanpur, India, PT Lintas Marga Sedaya (“LMS”) and PT Cimanggis-Cibitung Tollways (“CCTW”),
both in Indonesia.
Save and except for PLUS Kalyan, all its foreign subsidiaries are highway concessionaires on a “build, operate and transfer basis”
(“BOT”). The principal activity of PLUS Kalyan is investment holding.
There have been no significant changes in the nature of the principal activities during the financial year.
PLUS Expressways Berhad
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Annual Report 2009
2 AWARD OF CONCESSIONS
(a) PLUS
The Government of Malaysia (“the Government”) and UEM entered into a Concession Agreement dated 18 March 1988 in
connection with the NSE, the NKVE and the FHR2 projects for a concession period of 30 years, ending 31 May 2018.
Subsequently, UEM and PLUS entered into a Novation Agreement with the Government dated 20 July 1988 whereby, with
the approval of the Government, UEM assigned its rights and transferred its liabilities and obligations under the Concession
Agreement to PLUS.
On 8 July 1999, PLUS entered into a Supplemental Concession Agreement (“SCA”) with the Government whereby the toll
rate structure was revised and toll revenue sharing arrangements were established between the parties. As a result of the
revision in the toll rate structure, the concession period was extended for another 12 years to end on 31 May 2030.
On 11 May 2002, PLUS entered into a Second Supplemental Concession Agreement (“SSCA”) with the Government whereby
toll rate structure was further revised for the remaining concession period and toll compensation and set-off arrangements
were established between the parties. The new toll rate structures are as follows:
(i) increase of Class 1 toll rate by 10% from 11.24 sen/km to 12.36 sen/km, which commenced from 1 January 2002 until
31 December 2004;
(ii) scheduled increases of Class 1 toll rate by 10% every 3 years thereafter.
The second 10% scheduled increase in toll rate from 12.36 sen/km to 13.60 sen/km took effect from 1 January 2005 until
31 December 2007. The third 10% scheduled increase in toll rate from 13.60 sen to 14.96 sen which was to take effect from
1 January 2008 has not been applied as yet. The Government has agreed to compensate in cash the differential toll rate
based on actual traffic volume in 2008 and 2009.
Toll rates for other classes of vehicles are determined based on pre-set factors by reference to rates applicable to Class 1
vehicles.
On 22 April 2005, PLUS entered into a Third Supplemental Concession Agreement (“TSCA”) (which took effect on
31 December 2004) with the Government which amongst others, sets out the settlement arrangement for the funding of the
construction of third lanes along certain stretches of NSE and the construction of a non-stop through traffic between Ipoh
Selatan Toll Plaza and Jelapang Toll Plaza (collectively referred to as “Additional Works”) and the compensation receivable
from the Government for the closure of the Senai Toll Plaza (“Senai Compensation”). The settlement arrangement includes
the takeover of SPDH, the set-off against the Government Support Loan (“GSL”) and the Additional Support Loan (“ASL”) and
the extension of the concession period for another 8 years and 7 months to end on 31 December 2038. In addition, PLUS
entered into a Proceeds Account Agreement to govern the cash pertaining to Additional Works as set out in Note 39.
Furthermore, the TSCA states that all rights and entitlement of PLUS in respect of the Senai-Johor Bahru section shall be
reverted to and vested in the Government and PLUS will have no further liabilities and responsibilities in relation thereto
following the closure of the Senai Toll Plaza effective 1 March 2004.
Details of the toll compensation arrangement pursuant to the SSCA, and the settlement arrangement pursuant to the TSCA
are set out in Note 3, ‘Revised Toll Rates, Toll Compensation Arrangements and Settlement Arrangements’.
164 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
Subsequently, UEM and ELITE entered into a Novation Agreement with the Government on 27 January 1995 whereby, with
the approval of the Government, UEM assigned its rights and transferred its liabilities and obligations under the Concession
Agreement to ELITE.
On 9 January 1997, ELITE entered into a SCA with the Government whereby, amongst others, to build three additional
interchanges along the NSECL Expressway and an extension of the KLIA Expressway.
On 23 March 2001, ELITE entered into a SSCA with the Government whereby, amongst others, the concession period was
extended from 31 May 2018 to 31 May 2025.
On 10 January 2003, ELITE entered into a TSCA with the Government whereby, amongst others, toll rate structures were
further revised, upon which the Company was compensated through amongst others, a further extension of the concession
period to 31 May 2030.
(c) LINKEDUA
The Government and UEM entered into a Concession Agreement dated 27 July 1993 in connection with the design,
construction, management, operations and maintenance of the MSSC for a concession period of 30 years, ending 26 July
2023.
Subsequently, UEM and LINKEDUA entered into a Novation Agreement with the Government on 10 May 1994 whereby, UEM
assigned its rights and transferred its liabilities and obligations under the Concession Agreement to LINKEDUA.
On 12 September 1994, LINKEDUA entered into a SCA with the Government to take into account the Inter-Government
Agreement between the Government and the Government of Singapore on 22 March 1994 (“Inter-Government Agreement”)
such that, the LINKEDUA Concession Agreement are consistent with the Government’s obligation under the Inter-Government
FINANCIAL STATEMENTS
Agreement relating to the works and rights in connection with the Malaysian side of the bridge and the Customs, Immigration
& Quarantine Complex.
On 30 May 2000, LINKEDUA entered into a SSCA with the Government whereby, amongst others, the concession period was
extended by 15 years to 31 December 2038. The toll rate structure was also revised. In addition, revenue sharing arrangements
were established between the parties.
(d) KLBK
The Government and KLBK entered into a Concession Agreement dated 28 June 1994 in connection with the design,
construction, operation and maintenance of the BKE for a concession period of 32 years ending 27 June 2026.
On 4 June 2007, KLBK entered into a SCA with the Government to restructure the toll rate for Kubang Semang and Lunas
Toll Plaza, commencing from 1 June 2005. The new agreed toll rates is applicable for the remaining concession years until
the expiry of the concession period in 2026.
PLUS Expressways Berhad
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Annual Report 2009
On 25 August 2006, PEB-CMCL Consortium, PLUS BKSP and MSRDC entered into a Concession Agreement to undertake the
BKSP Project. Concurently, PEB-CMCL Consortium and PLUS BKSP entered into an Intra Group Agreement which provides for
the transfer of all rights, benefits and obligations of PEB-CMCL Consortium to PLUS BKSP which in turn agreed to execute
and complete the BKSP Project in compliance with the terms and conditions of the Concession Agreement. The initial
concession period is for 6 years, 8 months and 4 days from the date of the execution of the Concession Agreement.
PLUS BKSP has received an approval from MSRDC for a further extension to the construction until 29 December 2009 of
which an additional extension of 219 days were granted on 30 October 2009 thus making the total extension received of
659 days for the project. The determination of the Revised Concession Period shall be finalised once all claims resulted from
variations works, additional works, reimbursable costs and other cost claims related to the project are approved by
MSRDC.
PLUS BKSP had commenced operation and started tolling on 22 August 2009.
(f) LMS
On 21 July 2006, LMS and the Government of the Republic of Indonesia have entered into a Concession Agreement in which
LMS was appointed as the concessionaire to undertake the design, construction, ownership, management, financing,
operation, maintenance as well as toll collection of the 116-kilometre Cikampek-Palimanan toll highway (“Cikampek-
Palimanan Highway”) on a build, operate and transfer basis. The concession period for the Cikampek-Palimanan Highway is
35 years.
On 13 July 2007, PEB has been issued shares in the capital of LMS which represent 55% of the entire issued voting shares
of LMS, making LMS a foreign subsidiary of PEB with effect from 13 July 2007. The remaining 45% equity interest of LMS’s
voting shares is held by its Indonesian partner, PT Baskhara Utama Sedaya (“BUS”).
(g) CCTW
On 18 September 2007, the Company has received a letter from the Minister of Public Works, Republic of Indonesia informing
the success of the tender bid jointly submitted by the Company and its Indonesian partners, namely PT Bakrie & Brothers
Tbk and PT Capitalinc Investment Tbk (“Consortium”) for the proposed 25.4 kilometer Package 4-Cimanggis-Cibitung Toll
Road on a Build, Operate and Transfer basis. The Cimanggis-Cibitung Toll Road forms part of the proposed Jakarta Outer
Ring Road 2 and is located on the outskirts of the Jakarta metropolitan area. The concession shall be for a period of 35 years
from the date of the proposed execution of the relevant Concession Agreement.
On 27 December 2008, the Company was issued 48,000,000 shares of CCTW of IDR1,000 each representing 60% shareholding
interest in CCTW, effectively making CCTW a foreign subsidiary of PEB.
166 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
3 REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT ARRANGEMENTS OF PLUS,
ELITE AND KLBK
(i) PLUS
(a) Revised Toll Rate Structure
In consideration of PLUS agreeing to the revised toll rate structures applicable from 1 January 2002 (details of which
are set out in Note 2(a) above) the Government agreed to the following:
(i) to waive PLUS’s obligation to pay the interest accrued to 1 January 2002 amounting to RM1,729.22 million on its
GSL;
(ii) to waive PLUS’s obligation to pay interest on the remaining principal amount of RM750 million on the GSL, after
(i) above; and
(iii) to address the manner in which the Government would discharge its liability in respect of the amount of
compensation due that would arise in each of the remaining Concession Years; such compensation would arise as
the new toll rates which took effect from 1 January 2002 are lower than the toll rates contemplated in the SCA
previously entered into; and the arrangements have been formalised through the SSCA, and in the manner
described in (b) below, ‘Toll Compensation Arrangements’.
(i) deduction for the notional tax on dividends that PLUS will declare and pay (if any) from the tax exempt profits
earned during the five year tax-exempt period from 2002 to 2006;
(ii) deduction for interest that would have been payable to the Government on the GSL, had the Government not
waived PLUS from its obligation to pay such interest;
(iii) set-off of PLUS’s income tax liabilities against such compensation due to PLUS after the deductions referred to in
(i) and (ii) above; and
(iv) set-off of any Toll Sharing Amount due to the Government against the resultant from (iii) above.
FINANCIAL STATEMENTS
Under the SSCA, in any Concession Year after the tax-exempt period, if there is any tax amount owing by PLUS to the
Government after taking into consideration the adjustments referred to in (i), (ii) and (iii) above, PLUS shall pay such tax
amount owed by it to the Government in cash.
The SSCA provides that the payment of such tax amount shall not include any toll sharing to be paid to the Government
(if applicable), which shall continue to be carried forward for utilisation against future toll compensation amounts. Upon
expiry of the Concession Period, any amounts of tax payable and toll sharing amounts which have not been utilised
under the compensation arrangements referred to above are to be paid by PLUS to the Government. However, if there
are any amounts due from the Government upon expiry of the Concession Period, such amounts are to be
unconditionally waived by PLUS.
In the event that the Government imposes a toll rate which is lower than the toll rates stated in the SSCA for any
Concession Year, the SSCA provides that the amount of further compensation arising will be paid in full.
PLUS Expressways Berhad
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Annual Report 2009
3 REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT ARRANGEMENTS OF PLUS,
ELITE AND KLBK (Continued)
(i) PLUS (Continued)
(c) Settlement Arrangements
The TSCA sets out the settlement arrangement between the Government and PLUS for the funding of Additional Works
estimated at RM1,042.48 million and Senai Compensation amounting to RM331.68 million, in the following manner:
(a) Takeover of SPDH by PLUS at a value of RM50.27 million as part settlement for the Senai Compensation;
(b) Set-off against amount outstanding under the GSL and ASL amounting to RM962.00 million, comprising:
(i) RM281.41 million to settle the balance of the Senai Compensation; and
(ii) RM680.59 million to part settle the cost for the Additional Works; and
(c) The balance of the cost for the Additional Works of RM361.89 million has been settled by the Government by way
of extending the concession period for a further 8 years and 7 months, to end on 31 December 2038.
The key consequential changes under the TSCA in respect of the Toll Compensation Arrangements as per Note 3(b), as
a result of the settlement arrangement are as follows:
(i) The toll compensation shall be calculated up to 31 May 2030 instead of the end of the concession period which
has now been extended to 31 December 2038.
(ii) Interest that would have been payable to the Government as referred to in Note 3(i)(b)(ii) above, shall be equivalent
to nil commencing from the year in which GSL and ASL are fully settled.
(iii) The calculation of the toll compensation shall be calculated without taking into account SPDH’s traffic volume.
(iv) Any toll compensation amount due from the Government as at 31 May 2030 shall continue to be deducted against
the toll sharing for that concession year and each concession year thereafter.
(ii) ELITE
(a) Revised Toll Rate Structures
Through the TSCA (as referred to in Note 2(b)), the new toll rate structures have been revised to increase by 10% every
three years commencing 1 January 2002 until the expiry of the concession period. The toll rate had been increased from
12.36 sen per km to 13.60 sen per km effective from 1 January 2005. The next 10% toll rate increase had been
implemented on 1 January 2008.
(i) to provide ELITE with an interest-free term loan facility of up to the maximum principal amount of RM300 million
and the loan shall be repaid in full at the repayment date disclosed in Note 33;
(ii) to waive all its rights to interest which has accrued on the existing Government Loan, of RM89.9 million, for the
period from 15 December 2000 to 31 December 2001 and to charge no interest on the RM89.9 million loan for the
period from 1 January 2002 up to the final repayment date of the loan;
(iii) to an extension of the concession period for a further 5 years from 31 May 2025 to 31 May 2030; and
(iv) to allow and authorise ELITE to collect and retain the levy on the extension of the KLIA Expressway throughout the
concession period and to increase the levy by 10% every 3 years until the expiry of the concession period, of which
the first increase was effected on 1 January 2002.
168 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
3 REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT ARRANGEMENTS OF PLUS,
ELITE AND KLBK (Continued)
(ii) ELITE (Continued)
(b) Toll Compensation Arrangements (Continued)
ELITE entered into an Additional Government Loan Agreement (“AGLA”) and a Supplemental Loan Agreement (“SLA”)
with the Government on 15 January 2003 in respect of the RM300 million additional loan and the waiver of interest on
the existing Government Loan, as described in (i) and (ii) above respectively.
(iii) KLBK
(a) Revised Toll Rates Structure
Through the SCA (as referred to in Note 2(d)), the toll rate structures for Class 1 vehicle have been revised to RM1.30
per entry commencing 1 June 2005 until 31 December 2007. Thereafter, the toll rate increases by RM0.30 per entry for
every five years until the expiry of the concession period. The first toll rate increase of RM0.30 had been implemented
on 1 January 2008.
Toll rates for other classes of vehicles are determined based on pre-set factors by reference to rates applicable to Class
1 vehicles.
The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000)
except when otherwise indicated.
The Company’s investments in subsidiaries are stated at cost less impairment losses. The policy for the recognition and
measurement of impairment losses is in accordance with Note 4.2(g).
On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is recognised
in the income statement.
PLUS Expressways Berhad
169
Annual Report 2009
The merger method of accounting was used in consolidating the Company and PLUS in the year 2002 which meets the
relevant criteria set out in the FRS 122 “Business Combination”, thus depicting the combination of these entities as if
they had been in combination for the entire period.
For other subsidiaries, they are consolidated from the date of acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases. In preparing the consolidated financial
statements, intragroup balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting
policies are adopted in the consolidated financial statements for like transactions and events in similar circumstances.
Acquisitions of subsidiaries are accounted for using the purchase method. The purchase method of accounting involves
allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities
assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the
date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs
directly attributable to the acquisition.
Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities represents goodwill. Any excess of the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in the
income statement.
Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group. It is
measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the acquisition
date and the minorities’ share of changes in the subsidiaries’ equity since then.
Freehold land is not depreciated. Depreciation is provided for on a straight line basis over the estimated useful lives of
the property, plant and equipment. The annual rates of depreciation are as follows:
Renovations 10%
Aircrafts 12%
Motor Vehicles 20%
Furniture and Fittings 20%
Office Equipment 20%
Computers 20%
Telecommunication System 20%
Operation Tools and Equipment 20%
Buildings 2%
170 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure that the
amount, method and period of depreciation are consistent with previous estimates and the expected pattern of
consumption of the future economic benefits embodied in the items of property, plant and equipment.
Computer software and licenses that do not form an integral part of the related hardwares are treated as intangible
assets with finite lives and are amortised over their estimated economic useful lives at the rate of 20%.
Intangible assets with indefinite useful lives are not amortised but tested for impairment annually or more frequently if
the events or changes in circumstances indicate that the carrying value may be impaired either individually or at the
cash-generating unit level. The useful life of an intangible asset with an indefinite life is also reviewed annually to
determine whether the useful life assessment continues to be supportable.
(e) Leases
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incidental to
ownership. Leases that do not transfer substantially all the risks and rewards are classified as operating leases.
In the case of a lease of land, the minimum lease payments or the upfront payments made represent prepaid land lease
FINANCIAL STATEMENTS
payments and are amortised on a straight-line basis over the lease term.
The projected total toll revenue is based on the latest available base case traffic projections prepared by
independent traffic consultants multiplied by the toll rate structures described in Note 2. The traffic volume
projection is independently reviewed on a periodic basis.
(g) Impairments
For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset basis
unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case,
recoverable amount is determined for the cash-generating unit (“CGU”) to which the asset belongs to.
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the
carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to
its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to
reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying
amount of the other assets in the unit or groups of units on a pro-rata basis.
An impairment loss is recognised in profit or loss in the period in which it arises, unless the asset is carried at a revalued
amount, in which case the impairment loss is accounted for as a revaluation decrease to the extent that the impairment
loss does not exceed the amount held in the asset revaluation reserve for the same asset.
172 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax
liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible
temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, unused tax losses and unused tax credits can be
utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or negative goodwill or from
the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the
transaction, affects neither accounting profit nor taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the
liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised
directly in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a
business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or
negative goodwill.
The amount recognised in the balance sheet represents the present value of the defined benefit obligations
adjusted for unrecognised actuarial gains and losses and unrecognised past service costs. Any asset resulting from
this calculation is limited to the net total of any unrecognised actuarial losses and past service costs, and the
present value of any economic benefits in the form of refunds or reductions in future contributions to the plan.
Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are
included in the income statement for the period except for exchange differences arising on monetary items that
form part of the Group’s net investment in foreign operation. Exchange differences arising on monetary items that
form part of the Group’s net investment in foreign operation are initially taken directly to the foreign currency
translation reserve within equity until the disposal of the foreign operations, at which time they are recognised in
the income statement.
174 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after
1 January 2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional
currency of the foreign operations and translated at the closing rate at the balance sheet date. Goodwill and fair
value adjustments which arose on the acquisition of foreign subsidiaries before 1 January 2006 are deemed to be
assets and liabilities of the parent company and are recorded in RM at the rates prevailing at the date of
acquisition.
(m) Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is determined on the weighted average basis
and comprises all expenditure incurred in bringing the inventories to their present location and condition. In arriving
at net realisable value, due allowance is made for all obsolete and slow moving items.
The cash flow statement, which is prepared using the direct method, classifies changes in cash and cash equivalents
according to operating, investing and financing activities. The Group does not consider any of its assets other than
deposits with licensed financial institutions and cash and bank balances to meet the definition of cash and cash
equivalents. The use of the cash and cash equivalent balances in the subsidiary companies, however, is subject to the
restrictions set out in Note 26, Note 32 and Note 35.
BAIDS are initially recognised at cost, being the fair value of the consideration received. After initial recognition,
the profit element attributable to the BAIDS in each period is recognised as an expense at a constant rate to the
maturity of each series respectively.
The Sukuk is initially stated at cost, being the fair value of the consideration received. After initial recognition, the
profit element attributable to the Sukuk in each period is recognised as an expense at a constant rate to its
maturity.
The Sukuk is initially stated at cost, being the fair value of the consideration received. The profit elements on the
Sukuk are recognised as an expense and accreted to the principal amount at a constant rate to its maturity.
176 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
Financial instruments are classified as liabilities or equity in accordance with the substance of the respective contractual
arrangements. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported
as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.
Financial instruments are offset when the Company has a legally enforceable right to offset and intends to settle either
on a net basis or to realise the asset and settle the liability simultaneously.
borrowings made specifically for the purpose of obtaining a qualifying asset, the amount of borrowing cost eligible
for capitalisation is the actual borrowing costs incurred on that borrowing during the period less any investment
income on the temporary investment of that borrowing.
All other borrowing costs are recognised as an expense in the income statement in the period in which they are
incurred.
(vi) Receivables
Receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate is
made for doubtful debts based on a review of all outstanding amounts as at the balance sheet date.
Toll compensation recoverable from the Government is carried at anticipated realisable value after taking into
consideration the effects of the arrangements described in Note 3. An assessment of the recoverability of the
amount is performed annually based on estimated recoverable amount persuant to the settlement arrangement
as set out in Note 3. Please see Note 4.2(o)(iv) for the recognition of toll compensation.
4.3 New Standards and Interpretations that are not yet effective
At the date of authorisation of these financial statements, the following new FRSs and Interpretations, and amendments to
certain Standards and Interpretations were issued but not yet effective and have not been applied by the Group and the
Company, which are:
Effective for financial period beginning on or after 1 July 2009
FRS 8 Operating Segments
Notes to The
Financial Statements (continued)
The Group and the Company plan to adopt the above pronouncements when they become effective in the respective
financial period. Unless otherwise described below, these pronouncements are expected to have no significant impact to the
financial statements of the Group and the Company upon their initial application:
line labelled as total comprehensive income. The Standard also introduces the statement of comprehensive income:
presenting all items of income and expense recognised in the income statement, together with all other items of recognised
income and expense, either in one single statement, or in two linked statements. The Group is currently evaluating the
format to adopt. In addition, a statement of financial position is required at the beginning of the earliest comparative period
following a change in accounting policy, the correction of an error or the reclassification of items in the financial statements.
This revised FRS does not have any impact on the financial position and results of the Group and the Company.
PLUS Expressways Berhad
179
Annual Report 2009
The new Standard on FRS 139 Financial Instruments: Recognition and Measurement establishes principles for recognising
and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. Requirements for
presenting information about financial instruments are in FRS 132 Financial Instruments: Presentation and the requirements
for disclosing information about financial instruments are in FRS 7 Financial Instruments: Disclosures.
FRS 7 Financial Instruments: Disclosures is a new Standard that requires new disclosures in relation to financial instruments.
The Standard is considered to result in increased disclosures, both quantitative and qualitative of the Group’s and Company’s
exposure to risks, enhanced disclosure regarding components of the Group’s and Company’s financial position and
performance, and possible changes to the way of presenting certain items in the financial statements.
In accordance with the respective transitional provisions, the Group and the Company are exempted from disclosing the
possible impact to the financial statements upon the initial application.
– FRS 7 Financial Instruments: Disclosures: Clarifies on the presentation of finance costs whereby interest income is not a
component of finance costs.
– FRS 8 Operating Segments: Clarifies that segment information with respect to total asset is required only if they are
included in measures of segment profit or loss that are used by the ‘chief operating decision maker’.
– FRS 101 Presentation of Financial Statements: Clarifies that financial instruments classified as held for trading in
accordance with FRS 139 Financial Instruments: Recognition and Measurement are not automatically presented as current
in the balance sheet.
– FRS 107 Statement of Cash Flows (formerly known as Cash Flow Statements): Clarifies that only expenditures that result
in a recognised asset in the statement of financial position can be classified as investing activities in the statement of
cash flows.
– FRS 117 Leases: Clarifies on the classification of leases of land and buildings. The Group is still assessing the potential
implication as a result of the reclassification of its unexpired land leases as operating or finance leases. For those land
element held under operating leases that are required to be reclassified as finance leases, the Group shall recognise a
corresponding asset and liability in the financial statements which will be applied retrospectively upon initial application.
However, in accordance with the transitional provision, the Group is permitted to reassess lease classification on the basis
of the facts and circumstances existing on the date it adopts the amendments; and recognise the asset and liability
related to a land lease newly classified as a finance lease at their fair values on that date; any difference between those
fair values is recognised in retained earnings. The Group is currently in the process of assessing the impact of this
amendment.
180 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
– FRS 139 Financial Instruments: Recognition and Measurement: Clarifies that changes in circumstances relating to
derivatives are not reclassifications and therefore may be either removed from, or included in, the ‘fair value through
profit or loss’ classification after initial recognition. It also clarifies on the scope exemption for business combination
contracts. The amendments remove the reference in FRS 139 to a ‘segment’ when determining whether an instrument
qualifies as a hedge and requires the use of the revised effective interest rate when remeasuring a debt instrument on
the cessation of fair value hedge accounting. It also provides additional guidance on determining whether loan
prepayment penalties result in an embedded derivatives that needs to be separated. In addition, the amendments state
that the gains or losses on a hedged instrument should be reclassified from equity to profit or loss during the period
that the hedged forecast cash flows impact profit or loss.
technological developments could impact the economic useful lives and the residual values of these assets, therefore
future depreciation charges could be revised.
5 REVENUE
Group Company
Toll compensation revenue arose from revisions in toll rate structures as described in Note 2(a) to 2(d).
As referred to in Note 3(i)(b), the notional tax on tax exempt dividends is computed based on tax-exempt dividend declared by
PLUS. There is no notional tax on tax exempt dividend for the year 2009 and 2008 as PLUS did not pay any dividend from its tax
exempt account in both years.
Based on the terms of PLUS’s SCA, the toll revenue earned during the year is less than the threshold toll revenue and as such no
accrual is made for the Government’s share of toll revenue.
182 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
6 OTHER INCOME
Other income comprises the following:
Group Company
7 FINANCE COSTS
Finance costs for the year are as follows:
Group Company
Auditors’ remuneration
– statutory audit fee 515 549 60 60
– other services fee 539 658 149 434
Depreciation of property, plant and equipment (Note 16) 5,461 7,230 2,369 2,115
Intangible assets written off (Note 18) — 16 — —
Property, plant and equipment written off (Note 16) 111 167 39 87
Loss/(Gain) on disposal of property, plant and equipment 122 (707) 291 (357)
Amortisation charge for concession assets (Note 15) 402,948 374,437 — —
Amortisation charge for prepaid land lease payments
(Note 17) 281 281 1,017 1,017
Amortisation charge for intangible assets (Note 18) 1,649 1,490 751 581
Net book value of heavy repairs written off (Note 15) 9,732 — — —
Directors’ remuneration (Note 10) 1,744 2,397 1,485 1,914
Provision for retirement benefits 1,803 1,423 — —
Rental of equipment 536 368 134 239
Rental of premises 217 2,463 218 2,079
Short term investment written off — 34 — —
9 EMPLOYEE COSTS
Group Company
Notes to The
Financial Statements (continued)
10 DIRECTORS’ REMUNERATION
Group Company
Executive:
Salaries, bonus and other emoluments 808 1,183 808 1,183
Benefits-in-kind 79 84 79 84
Non-Executive:
Fees 576 671 399 404
Other emoluments 177 182 118 115
Director’s remuneration paid and payable to third party 34 78 34 78
Director’s remuneration paid and payable
to immediate holding company 70 199 47 50
Key management personnel is defined as the persons who have authority and responsibility for planning, directing and controlling
the activities of the Company or the Group either directly or indirectly.
Income tax:
Malaysian income tax 21,051 24,335 5,560 1,931
Foreign income tax — 36 — —
(Over)/under provision in prior years (18) 490 — 490
Deferred tax:
Relating to origination and reversal of
temporary differences 430,906 405,261 (3,195) (3,623)
Relating to change in tax rate — 776 — 49
(Over)/under provision in prior years (13,479) 4,764 203 (31)
The reconciliation of the tax effects of accounting and taxable income are as follows:
Group Company
Tax at applicable statutory rate of 25% (2008: 26%) 405,893 394,083 186,334 210,344
Tax effect of expenses that are not
deductible in determining taxable profit 46,064 36,508 22,281 18,064
Tax effect of income not subject to tax — — (206,250) (230,100)
Tax effect of change in tax rate — 776 — 49
(Over)/under provision of income tax
expense in prior years (18) 490 — 490
(Over)/under provision of deferred tax in prior years (13,479) 4,764 203 (31)
Utilisation of previously unrecognised tax
losses and unabsorbed capital allowance — (958) — —
Notes to The
Financial Statements (continued)
2009 2008
RM’000 RM’000
Following the expiry of PLUS’s tax exemption period in 2006, PLUS’s income is subject to tax. The income tax payable is
set-off against the toll compensation recoverable from the Government in accordance with the SSCA as detailed out in
Note 3(i)(b).
Group Company
14 DIVIDENDS
Dividend in respect of year Dividend recognised in year
825,000 800,000
At the forthcoming Annual General Meeting, a final single tier dividend in respect of the financial year ended
31 December 2009 of 10.0 sen per ordinary share of RM0.25 each, amounting to a total dividend payable of RM500 million will
be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed
dividend. Such dividend if approved by the shareholders, will be accounted for in shareholders’ equity as an appropriation of
retained profits in the financial year ending 31 December 2010.
188 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
15 CONCESSION ASSETS
Concession assets consist of the following:
– NSE, NKVE, FHR2, and SPDH maintained by PLUS;
– NSECL and KLIA Expressway maintained by ELITE;
– MSSC maintained by LINKEDUA;
– BKE maintained by KLBK;
– BKSP Highway in India maintained by PLUS BKSP;
– Cikampek-Palimanan Highway in Indonesia undertaken by LMS; and
– Cimanggis-Cibitung Toll Road in Indonesia undertaken by CCTW.
Heavy Repairs
– NSE, NKVE, FHR2, SPDH 1,627,683 975,774 651,909
– NSECL and KLIA Expressway 123,128 62,622 60,506
– MSSC 32,265 7,973 24,292
565 21 544
FINANCIAL STATEMENTS
– BKE
Capital Work-In-Progress
– Cikampek-Palimanan Highway 78,010 — 78,010
– Cimanggis-Cibitung Toll Road 518 — 518
78,528 — 78,528
2008
Expressway Development Expenditure (“EDE”)
– NSE, NKVE, FHR2, SPDH 9,555,915 1,185,044 8,370,871
– NSECL and KLIA Expressway 1,788,040 143,463 1,644,577
– MSSC 1,104,557 82,067 1,022,490
– BKE 347,812 56,720 291,092
Heavy Repairs
– NSE, NKVE, FHR2, SPDH 1,457,093 822,954 634,139
– NSECL and KLIA Expressway 104,696 48,314 56,382
– MSSC 22,184 4,066 18,118
Notes to The
Financial Statements (continued)
Capital Work-In-Progress
– BKSP Highway 174,877 — 174,877
– Cikampek-Palimanan Highway 56,770 — 56,770
– Cimanggis-Cibitung Toll Road 418 — 418
232,065 — 232,065
Details of Concession Assets as at 31 December 2009 and 31 December 2008 are as follows:
Cost
At 1 January 2009 12,796,324 1,583,973 625,827 232,065 15,238,189
Translation difference — — — 14,531 14,531
Additions 181,884 217,644 20,178 15,428 435,134
Written off — (17,976) — — (17,976)
Reclassification 183,496 — — (183,496) —
Accumulated Amortisation
At 1 January 2009 1,467,294 875,334 515,030 — 2,857,658
Charge for the year 198,138 179,300 25,510 — 402,948
Written off — (8,244) — — (8,244)
Net Book Value at 31 December 2009 11,496,272 737,251 105,465 78,528 12,417,516
PLUS Expressways Berhad
191
Annual Report 2009
Cost
At 1 January 2008 12,023,713 1,306,031 583,358 240,071 14,153,173
Translation difference — — — (26,881) (26,881)
Additions 370,209 271,280 25,183 80,127 746,799
Acquisition of subsidiary (Note 19(a)) 347,812 — — — 347,812
Reclassification 54,590 6,662 — (61,252) —
Transfer from property, plant and
equipment (Note 16) — — 17,286 — 17,286
Accumulated Amortisation
At 1 January 2008 1,222,450 724,457 482,780 — 2,429,687
Charge for the year 194,714 150,877 28,846 — 374,437
Acquisition of subsidiary (Note 19(a)) 50,130 — — — 50,130
Transfer from property, plant and
equipment (Note 16) — — 3,404 — 3,404
Net Book Value at 31 December 2008 11,329,030 708,639 110,797 232,065 12,380,531
Interest expense capitalised during the financial year under Capital Work-In-Progress amounted to RM16,672,311 (2008:
RM8,886,097).
192 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
Cost
At 1 January 2009 24,805 31,237 29,778 19,848 3,083 4,224 279 113,254
Additions 3,202 — 2,442 1,846 17 — — 7,507
Disposals — — (2,052) (6) — — — (2,058)
Written off (28) — (120) (621) (11) — — (780)
Translation difference 28 — 43 8 — 29 — 108
At 31 December 2009 28,007 31,237 30,091 21,075 3,089 4,253 279 118,031
Accumulated
Depreciation
At 1 January 2009 19,545 13,359 11,930 16,723 2,772 1,070 — 65,399
Charge for the year 1,784 26 1,574 1,698 272 107 — 5,461
Disposals — — (1,355) (5) — — — (1,360)
Written off (19) — (51) (589) (10) — — (669)
Translation difference 11 — 15 3 — 25 — 54
Included in the depreciation charged for the year is an amount of RM Nil (2008: RM126,000) which is capitalised in concession
assets.
PLUS Expressways Berhad
193
Annual Report 2009
Cost
At 1 January 2008 30,892 31,237 27,519 25,100 8,809 4,242 279 128,078
Additions 3,373 — 6,227 764 13 3 — 10,380
Disposals — — (4,504) — — — — (4,504)
Written off (9,834) — (85) (6,350) (5,739) — — (22,008)
Acquisition of subsidiary
(Note 19(a)) 1,074 — 751 1,073 17,286 — — 20,184
Transfer to concession
assets (Note 15) — — — — (17,286) — — (17,286)
Transfer to intangible
assets (Note 18) (630) — — (729) — — — (1,359)
Translation difference (70) — (130) (10) — (21) — (231)
At 31 December 2008 24,805 31,237 29,778 19,848 3,083 4,224 279 113,254
Accumulated
Depreciation
At 1 January 2008 27,667 11,061 14,315 20,418 8,223 906 — 82,590
Charge for the year 1,491 2,298 901 2,084 285 171 — 7,230
Disposals — — (3,790) — — — — (3,790)
Written off (9,739) — (85) (6,281) (5,736) — — (21,841)
Acquisition of subsidiary
(Note 19(a)) 921 — 610 906 3,404 — — 5,841
Transfer to concession
assets (Note 15) — — — — (3,404) — — (3,404)
Transfer to intangible
assets (Note 18) (785) — — (402) — — — (1,187)
Translation difference (10) — (21) (2) — (7) — (40)
Notes to The
Financial Statements (continued)
Cost
At 1 January 2009 2,583 13,838 6,696 522 23,639
Additions 2,015 1,288 1,082 10 4,394
Disposals — (595) — — (595)
Written off (9) — (620) — (629)
Reclassification — — — 260 260
Accumulated Depreciation
At 1 January 2009 691 3,845 5,013 408 9,957
Charge for the year 779 628 858 104 2,369
Disposals — (224) — — (224)
Written off (4) — (586) — (590)
Reclassification — — — 260 260
Cost
At 1 January 2008 1,363 11,587 6,408 770 20,128
Additions 1,712 2,721 412 13 4,858
Disposals — (470) — — (470)
Written off (492) — (124) (261) (877)
Accumulated Depreciation
At 1 January 2008 762 3,679 3,861 512 8,814
Charge for the year 354 348 1,257 156 2,115
Disposals — (182) — — (182)
Written off (425) — (105) (260) (790)
Net Book Value at 31 December 2008 1,892 9,993 1,683 114 13,682
PLUS Expressways Berhad
195
Annual Report 2009
Cost
At 1 January/At 31 December 30,174 30,174 100,669 100,669
Accumulated Amortisation
At 1 January 2,905 2,624 2,034 1,017
Charge for the year 281 281 1,017 1,017
Prepaid land lease payments of the Company relate to transfer of leasehold land from a subsidiary at market value on
27 December 2007.
196 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
18 INTANGIBLE ASSETS
Group Company
Cost
At 1 January 13,461 12,113 3,603 2,504
Additions 1,711 2,177 1,787 1,128
Transfer from property, plant and equipment (Note 16) — 1,359 — —
Written off — (2,188) — (29)
Accumulated Amortisation
At 1 January 9,794 9,289 1,971 1,419
Charge for the year 1,649 1,490 751 581
Transfer from property, plant and equipment (Note 16) — 1,187 — —
Written off — (2,172) — (29)
Intangible assets consist of computer software and licenses that do not form an integral part of the related hardwares.
FINANCIAL STATEMENTS
19 INVESTMENTS IN SUBSIDIARIES
Company
2009 2008
RM’000 RM’000
2,300,001 2,284,361
PLUS Expressways Berhad
197
Annual Report 2009
All companies are audited by member firms of Ernst & Young Global in the respective countries except for PLUS BKSP, LMS and
CCTW.
198 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
On 6 October 2009, the Company acquired the entire equity interest in PHS consisting of 2 ordinary shares of RM1 each for
a cash consideration of RM2. PHS was previously a dormant company which has not commenced operations.
The fair value and carrying amount of assets acquired and liabilities assumed from the acquisition of KLBK in prior year are
as follows:
ASSETS
Concession assets 15 297,682 255,621
Property, plant and equipment 16 14,343 14,343
Deferred tax assets 21 3,571 3,571
Sundry receivables, deposits and prepayments 767 767
Short term deposits with licensed banks 39,340 39,340
Cash and bank balances 8,580 8,580
LIABILITIES
Long term borrowings (172,825) (172,825)
Deferred liabilities (48,525) (48,525)
Sundry and trade payables (8,857) (8,857)
Advance from previous holding company 24(ii) (85,378) (85,378)
FINANCIAL STATEMENTS
RM’000
86,080
Less: Deposit paid in 2007 (13,400)
Note:
The purchase consideration of RM134 million includes the full settlement of the shareholder’s advance owing by KLBK to
Malaysia Mining Corporation Berhad, its previous holding company, amounting to RM85.378 million.
20 OTHER INVESTMENTS
Group
2009 2008
RM’000 RM’000
109,192 55,925
Structured products 50,000 110,000
Notes to The
Financial Statements (continued)
21 DEFERRED TAXATION
Group Company
The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting are as follows:
Timing
difference
Unabsorbed on property,
Unabsorbed capital plant and
tax losses allowance equipment Provisions Total
RM’000 RM’000 RM’000 RM’000 RM’000
FINANCIAL STATEMENTS
Timing
difference
Unabsorbed Timing on property,
capital difference plant and
allowance on EDE equipment Total
RM’000 RM’000 RM’000 RM’000
Deferred tax assets have not been recognised in respect of the following items:
Group
2009 2008
RM’000 RM’000
1,164,628 1,163,746
The unused tax losses and unabsorbed capital allowances of the Group are available indefinitely for offsetting against future
taxable profits of the respective entities within the Group, subject to no substantial change in shareholdings of those entities
under the Income Tax Act, 1967 and guidelines issued by the tax authority.
202 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
Timing
difference
on property,
plant and
equipment Provisions Total
RM’000 RM’000 RM’000
2009 2008
RM’000 RM’000
Set-off against income tax payable of PLUS (Note 12(b)) (12,337) (19,273)
Analysed as:
Toll compensation recoverable within 12 months 117,879 104,269
Toll compensation recoverable after 12 months 2,486,189 1,909,498
Current
Amount owing by:
– related companies Note (iii) 1,937 7,568 131 74
– subsidiaries Note (ii) — — 573,269 535,823
Amount owing to:
– immediate holding company Note (i) (4,255) (1,338) (796) (265)
– related companies Note (iii) (86,406) (91,073) (826) (357)
– subsidiaries Note (ii) — — — (3,203)
Non-current
Amount owing by subsidiary Note (ii) — — 65,378 85,378
Amount owing to immediate
holding company Note (i) (6,885) (6,885) — —
Amount owing to subsidiary Note (ii) — — (84,850) (86,850)
The Directors regard UEM, which is incorporated in Malaysia and owns 38.51% of the Company’s equity as at 31 December 2009,
as the immediate holding company. The ultimate holding company is Khazanah, which is incorporated in Malaysia.
204 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
Group Company
The amount owing to immediate holding company is trade in nature except for RM796,298 (2008: RM264,720) which is non-
trade in nature.
The amount owing is non-interest bearing. The long-term portion of the amount owing of RM6,884,880 (2008: RM6,884,880)
is payable only after PLUS has repaid all amounts borrowed from financial institutions.
(ii) Subsidiaries
The amount owing by/(to) subsidiaries are non-trade in nature, non-interest bearing and repayable on demand, except for
final dividend income from PLUS of RM500,000,000 which is not repayable on demand, and an amount owing to PLUS of
RM84,850,000 (2008: RM86,850,000) in respect of the transfer of leasehold land which is payable from 31 December 2008
until 31 December 2016 in nine fixed annual installments.
The non-current amount owing by subsidiary relates to the shareholder’s advance that was previously owed by KLBK to its
previous holding company. Following the acquisition of KLBK, the shareholder’s advance is now an amount owing by the
subsidiary to PEB. The amount is not repayable within the next twelve months.
Related companies in these financial statements refer to members of Khazanah Nasional Berhad group of companies. The
amounts owing by/(to) related companies are trade in nature, non-interest bearing and repayable on demand.
PLUS Expressways Berhad
205
Annual Report 2009
— — — —
Commercial Papers/Medium Term Notes (“MTNs”) 70,000 63,389 25,000 —
Less: Discount (64) — (32) —
26 LONG TERM AND SHORT TERM DEPOSITS WITH LICENSED BANKS AND CASH AND BANK BALANCES
Group Company
Current
Islamic short term deposits Note (i) 2,434,444 1,910,218 — —
Notes to The
Financial Statements (continued)
26 LONG TERM AND SHORT TERM DEPOSITS WITH LICENSED BANKS AND CASH AND BANK BALANCES (Continued)
Group Company
Non-current
Long term deposits Note (iii) 501 483 — —
(i) The use of the balances in PLUS, which include the minimum amounts of RM959.17 million (2008: RM978.28 million) held
under the Finance Service Reserve Account and Maintenance Reserve Account pursuant to the Senior Sukuk agreement, is
subject to certain covenants and restrictions as set out in Note 32 and 35.
Included in deposits placed with licensed banks is an amount of RM1.98 million (2008: RM1.98 million) which has been
pledged as security for a performance bond by ELITE as set out in Note 35.
The use of the balances in ELITE, which include the minimum amounts of RM30.97 million (2008: RM95.20 million) held under
the Finance Service Reserve Account pursuant to the Seafield Sukuk agreement, is subject to certain covenants and
restrictions as set out in Note 32 and 35.
The use of the balances in KLBK which include the minimum amounts of RM5.14 million (2008: RM5.24 million) held under
the Finance Service Reserve Account and Maintenance Reserve Account pursuant to the BAIDS agreement, is subject to
certain covenants and restrictions as set out in Note 32 and 35.
(ii) This relates to the amount received from the Government of which shall be used in the manner as prescribed in the
Proceeds Account Agreement of PLUS as set out in Note 39.
(iii) This relates to PLUS BKSP’s long term deposit placed with a licensed bank for purpose of obtaining performance guarantee
for its concession.
FINANCIAL STATEMENTS
27 SHARE CAPITAL
Group and Company
2009 2008
RM’000 RM’000
Authorised:
10,000,000,000 ordinary shares of RM0.25 each at beginning/end of the year 2,500,000 2,500,000
28 CAPITAL RESERVES
Group
2009 2008
RM’000 RM’000
Non-distributable:
Capital redemption reserve 10,000 10,000
Share premium 451,138 451,138
461,138 461,138
The Capital Redemption Reserve arose upon the redemption by PLUS of Redeemable Convertible Cumulative Preference Shares
in 1999.
Share premium of the Group represents the premium arising from the rights issue and from the conversion of the Redeemable
Convertible Bonds (“RCB”) as a result of a debt restructuring in 2002.
29 MERGER RESERVE
The difference between the nominal value of share of the Company issued as consideration and the nominal value of the shares
acquired has been classified as a merger reserve. The merger reserve arose on 31 May 2002.
30 OTHER RESERVES
The breakdown and movement of other non-distributable reserves are as follows:
Foreign Capital
currency contribution
translation from holding
Non-distributable: reserve company Total
Group RM’000 RM’000 RM’000
(a) (b)
Share options granted under EES; recognised in Income Statement — 944 944
Transfer to retained earnings upon expiry of EES (Note 31) — (4,429) (4,429)
Notes to The
Financial Statements (continued)
Capital
contribution
from holding
company
Company RM’000
At 31 December 2008 —
employees of PEB.
Upon expiration of the Scheme on 22 October 2008, the amount recognised in the share option reserve was transferred to
retained earnings.
PLUS Expressways Berhad
209
Annual Report 2009
31 RETAINED EARNINGS
Group Company
The Company elected to pay dividends under the single tier system in 2008. Hence, the Company will be able to distribute
dividends out of its entire retained earnings as at 31 December 2009 under the single tier system.
In addition, as at 31 December 2009, PLUS has tax exempt profits available for distribution of approximately RM5,032 million
(2008: RM5,032 million), subject to the agreement of the Inland Revenue Board.
PEB
PLUS SPV Sukuk (a)(i) 1,377,021 776,174 1,377,021 776,174
PLUS
Senior Sukuk (a)(ii) 1,900,000 2,450,000 — —
Sukuk Series 1 (a)(iii) 1,764,492 1,660,015 — —
Sukuk Series 2 (a)(iv) 1,411,799 1,322,056 — —
Sukuk Series 3 (a)(v) 1,282,307 950,154 — —
ELITE
Seafield Sukuk (a)(vi) 859,566 — — —
BAIDS (a)(vii) — 635,859 — —
KLBK
BAIDS (a)(viii) 167,850 171,346 — —
Notes to The
Financial Statements (continued)
2009 2008
Note RM’000 RM’000
PLUS
Senior Sukuk (a)(ii) 550,000 550,000
ELITE
BAIDS (a)(vii) — 68,169
KLBK
BAIDS (a)(viii) 7,917 4,963
PEB
(a) (i) PLUS SPV Sukuk
Group and Company
2009 2008
RM’000 RM’000
1,377,021 776,174
FINANCIAL STATEMENTS
The PLUS SPV Sukuk are constituted by a Trust Deed dated 13 June 2008 entered into by PLUS SPV Berhad as the Issuer
and Universal Trustee (Malaysia) Berhad as the Trustee for the holders of the PLUS SPV Sukuk.
PEB through an independent special purpose company, PLUS SPV Berhad (whose shares are held by a share trustee for
and on behalf of charitable organisations), had until December 2009 issued RM1.8 billion nominal value PLUS SPV Sukuk
under a medium term notes programme of up to RM4.0 billion nominal value PLUS SPV Sukuk based on the Islamic
principle of Musyarakah to investors identified via a book-building process. The PLUS SPV Sukuk were issued in
13 series, with maturities commencing from 2013 to 2019. The yield to maturity ranges from 5.55% to 7.55% per annum
and is compounded semi-annually.
The profit rate is 2.0% per annum and the profit is payable semi-annually on each series of the PLUS SPV Sukuk.
PLUS Expressways Berhad
211
Annual Report 2009
PEB (the Obligor) shall maintain an annual Debt to Equity Ratio (“the D:E Ratio”) not exceeding 1.5 times throughout
the tenure of the Sukuk Programme. The D:E Ratio is the ratio of indebtedness of the Obligor represented by:
(i) the obligations of the Obligor under the Purchase Undertaking (which is deemed to be an amount equivalent to
the aggregate nominal value of all outstanding Sukuk, adjusted to be equivalent to the accreted value on the date
the D:E Ratio is calculated);
(ii) all other indebtedness of the Obligor for borrowed monies (be it actual or contingent and whether Islamic or
conventional) for principal only, hire purchase obligations, finance lease obligations, net exposure determined on
a marked to market basis under any derivative instrument and obligations/contingent liabilities under guarantees/
call or put options of the Obligor but excluding (a) any inter company loans which are subordinated to the Sukuk,
(b) non-recourse indebtedness incurred by the Obligor’s subsidiaries and (c) any performance bonds/performance
guarantees/shareholder undertakings in relation to cost overruns issued by the Obligor in respect of projects
undertaken by the Obligor and/or its subsidiaries;
to the shareholders’ funds of the Obligor including, if any, preference equity, subordinated shareholders’ advances/loans
and retained earnings/losses less intangibles (if any).
The D:E Ratio shall be calculated on a yearly basis and as and when such calculations are required to be made under
the terms of the transaction documents during the tenure of the Sukuk Programme. In the case of D:E Ratio calculated
on a yearly basis, such calculations shall be based on the latest consolidated audited accounts of the Obligor and in the
case of D:E Ratio calculated at any other times, the calculations shall be based on the latest consolidated management
accounts of the Obligor.
The maturity profile of PLUS SPV Sukuk is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
PLUS
(a) (ii) Senior Sukuk
Group
2009 2008
RM’000 RM’000
2,450,000 3,000,000
212 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
The Senior Sukuk was issued on 27 December 2007 with a nominal value of RM3,550 million under the Islamic principle
of Musyarakah which is a contract of partnership in a venture. Under this structure, potential investors formed a
Musyarakah among themselves to invest in the Senior Sukuk.
The Senior Sukuk was issued in 10 series as primary sukuk with maturities commencing from 2008 to 2017. The
expected return specified for each series of primary sukuk is represented by secondary sukuk. The face value of
secondary sukuk are computed based on the expected return specified for each series of primary sukuk i.e. from 5.70%
to 7.50% per annum. The secondary sukuk are redeemable every six months commencing 30 May 2008.
The proceeds of the Senior Sukuk was utilised to replace BAIDS of which RM3,550 million in nominal value was
outstanding. Hence, no additional proceeds were raised from the issuance of the Senior Sukuk. The Senior Sukuk was
issued at par to the face value, to the existing holders of the BAIDS in exchange for the surrender and cancellation by
such holders of their respective BAIDS. The existing holders of the BAIDS were allotted with such amount of the nominal
value of the Senior Sukuk which is equivalent to the amount of nominal value of the BAIDS as held by them at a certain
cut off date.
The terms of the Senior Sukuk contain various covenants including the following:
(i) PLUS must maintain a Finance Service Coverage Ratio (“FSCR”) of at least 1.25 times on each calculation date, being
30 June and 31 December in each year. The FSCR shall be at least 2.25 times prior to any payment or declaration
of dividend, or any advances;
(ii) PLUS must maintain a Finance Service Reserve Account (“FSRA”) at any time during the tenure of the Senior Sukuk
which has a minimum balance equivalent to the next 12 months’ finance service due under the Senior Sukuk. The
amount therein may be withdrawn to meet any payment under the Senior Sukuk, provided always that PLUS shall
FINANCIAL STATEMENTS
transfer monies into such account within 30 days from such withdrawal to maintain the minimum balance
described above; and
(iii) PLUS must maintain a Maintenance Reserve Account (“MRA”) at any time during the tenure of the Senior Sukuk
which has a minimum balance equivalent to the projected capital expenditure of the Expressways for the next 6
months. However, a minimum balance may be withdrawn to meet any payment of the projected capital
expenditure for Expressways, subject always to the condition that PLUS shall transfer monies into the MRA within
30 days of such withdrawal to maintain the minimum balance described above.
The maturity profile of Senior Sukuk is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
PLUS Expressways Berhad
213
Annual Report 2009
2009 2008
RM’000 RM’000
1,764,492 1,660,015
The Sukuk Series 1 are constituted by a Trust Deed dated 28 September 2006 entered into by PLUS and the Trustee for
the holders of the Sukuk Series 1.
Sukuk Series 1 was issued on 10 October 2006 under the Islamic principle of Musyarakah with a nominal value of
RM2,260 million via exchange for BBA Serial Bonds previously issued on 20 December 2002. Sukuk Series 1 are
negotiable non-interest bearing secured Bonds in bearer form evidencing a promise by PLUS to pay stated sums on
specified dates. The Sukuk Series 1 are issued in 12 series with tenures from 8.5 years to 14 years from the date of issue.
The yield to maturity ranges from 5.75% to 6.95% per annum and is compounded semi-annually.
The Sukuk Series 1 entitle holders of the Sukuk Series 1 to a one-off payment of the Exercise Price on the Maturity Date
and Distribution on the Distribution Date.
The maturity profile of Sukuk Series 1 is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount outstanding of the Sukuk Series
1 will become immediately due and payable.
2009 2008
RM’000 RM’000
1,411,799 1,322,056
214 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
Sukuk Series 2 was issued on 10 October 2006 under the Islamic principle of Musyarakah with a nominal value of
RM2,410 million via exchange for Zero Serial BBA previously issued on 17 June 2005. Sukuk Series 2 are negotiable non-
interest bearing secured Bonds in bearer form evidencing a promise by PLUS to pay stated sums on specified dates.
The Sukuk Series 2 are issued in 4 series with tenures from 11 years to 14 years from the date of issue. The yield to
maturity ranges from 6.35% to 6.95% per annum and is compounded semi-annually.
The Sukuk Series 2 entitle holders of the Sukuk Series 2 to a one-off payment of the Exercise Price on the Maturity Date
and Distribution on the Distribution Date.
The maturity profile of Sukuk Series 2 is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount outstanding of the Sukuk Series
2 will become immediately due and payable.
2009 2008
RM’000 RM’000
1,282,307 950,154
The Sukuk Series 3 are constituted by a Trust Deed dated 28 September 2006 entered into by PLUS and the Trustee for
the holders of the Sukuk Series 3.
PLUS issued 2 tranches of Sukuk Series 3 under the Islamic principle of Musyarakah with a nominal value of RM1,375
million on 10 October 2006 with tenures of 14 years and 15 years from the date of issue. Further, PLUS has issued the
third and fourth tranche with a nominal value of RM700 million and RM600 million on 29 May 2008 and 29 May 2009
respectively. Both tranches were issued with a tenure of 14 years from the date of issue. Sukuk Series 3 are negotiable
non-interest bearing secured Medium Term Notes (“MTNs”) in bearer form evidencing a promise by PLUS to pay stated
sums on specified dates.
The yield to maturity ranges from 5.95% to 6.52% per annum and is compounded semi-annually.
PLUS Expressways Berhad
215
Annual Report 2009
MTNs with Periodic Payments will be entitled to Periodic Payments and a payment of the Exercise Price.
MTNs without Periodic Payments will only be entitled to a one-off payment of the Exercise Price on the Maturity Date
and Distribution on the Distribution Date.
The maturity profile of Sukuk Series 3 is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount outstanding of the Sukuk Series
3 will become immediately due and payable.
ELITE
(a) (vi) Seafield Sukuk
Group
2009 2008
RM’000 RM’000
Principal 921,904 —
Accreted profit element 798 —
Unamortised premium on redemption (63,136) —
859,566 —
The Seafield Sukuk is constituted by the Trust Deed dated 5 May 2009 entered into by Seafield Capital Berhad
(“Seafield”) as the Issuer and Universal Trustee (Malaysia) Berhad as the Trustee for the holders of the Seafield Sukuk.
Seafield was incorporated in Malaysia on 28 December 2007 under the Companies Act, 1965 as a special purpose
company whose shares are held by a share trustee for and on behalf of charitable organisation. Its principal activity is
to undertake the issue of Islamic securities in accordance with the Syariah principles.
216 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
The proceeds from this issuance, of RM921.90 million were used to replace the outstanding ELITE BAIDS of RM640
million together with the associated accrued profit and premium, to fund the fees and expenses under the Islamic MTN
Programme, general funding, capital expenditure and working capital requirements of ELITE.
The profit rate for the Seafield Sukuk ranges from 6.00% to 7.35% and are paid semi-annually on each series of the
Seafield Sukuk.
The terms of the Seafield Sukuk contain various covenants including the following:
(i) Under the Purchase Undertaking dated 5 May 2009, ELITE shall, as long as the Seafield Sukuk shall remain
outstanding, ensure that the Finance Service Cover Ratio (“FSCR”) at each calculation date shall not be less than
1.25 times throughout the tenure of the Islamic MTN Programme. The FSCR shall be at least 2.00 times prior to
any payment or declaration of dividend, or any advances; and
(ii) ELITE shall open and maintain a Syariah compliant Finance Service Reserve Account (“FSRA”) and ensure that funds
shall be deposited into and maintained in the FSRA with an amount equivalent to the next 6 months finance
service due under the Seafield Sukuk.
The maturity profile of Seafield Sukuk is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount outstanding of the Seafield
Sukuk will become immediately due and payable.
FINANCIAL STATEMENTS
BAIDS — 710,000
Accreted profit element — (5,972)
— 704,028
— 704,028
PLUS Expressways Berhad
217
Annual Report 2009
The ELITE BAIDS are negotiable non-interest bearing secured Primary Bonds together with non-detachable Secondary
Bonds. The Primary Bonds were issued in 10 tranches, with maturity commencing from 2006 to 2015.
Each tranche of the ELITE BAIDS is divided into a specific number of Primary Bonds in pre-determined face values to
which are attached an appropriate number of Secondary Bonds, the face value of which represents the semi-annual
profit of the bonds. The Secondary Bonds are redeemable every six months after the issue date. The face value of the
Secondary Bonds are computed on the profit margins specified for each tranche of the Primary Bonds, i.e. from 5.5%
to 8.0% per annum.
The maturity profile of ELITE BAIDS is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The ELITE BAIDS were fully redeemed on 27 May 2009 on the issuance of Seafield Sukuk.
KLBK
(a) (viii) BAIDS
Group
2009 2008
RM’000 RM’000
175,767 176,309
175,767 176,309
The KLBK BAIDS are constituted pursuant to a Trust Deed between KLBK and Malaysian Trustees Berhad dated 5 July
2005. KLBK issued RM247 million secured Primary BAIDS based on the Islamic financing principle of Bai Bithaman Ajil.
The Primary BAIDS comprise 25 series, with total proceeds of RM173.18 million and redemption value of RM247 million
maturing annually from year 2006 to year 2022. The yield to maturity ranges from 4.00% to 9.00% per annum and is
compounded semi-annually. Attached to the Primary BAIDS are non-detachable Secondary BAIDS which represents the
profit element attributable to the Primary BAIDS. The profit rate is 4.0% per annum and the profit is payable semi-
annually on each series of the Primary BAIDS. The Secondary BAIDS have a face value of RM119.54 million.
218 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
The maturity profile of KLBK BAIDS is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT
Group Company
ELITE
Government Loans
– Amount drawndown 89,916 89,916 — —
FINANCIAL STATEMENTS
LINKEDUA
Government Loans
– Principal and capitalised interest 1,074,320 993,269 — —
– Accrued interest 87,664 81,051 — —
PLUS BKSP
Term loan (a)(iii) 102,384 87,458
33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT (Continued)
Group Company
PLUS BKSP
Term loans (a)(iii) 23,947 6,995 — —
PEB
Bridging Loans
– Bridging Loan 1 — 79,300 — 79,300
– Accrued interest — 185 — 185
— 79,485 — 79,485
— 246,321 — 246,321
(C) ELITE
Amount due to Government (c)(i) 38,096 38,096 — —
ELITE
(a) (i) Government Loans
ELITE entered into an agreement on 15 December 2000 with the Government whereby the Government provides
financing up to a maximum of RM100 million, at an interest rate of 8% per annum capitalised on an annual basis.
The Government and ELITE entered into a Supplemental Loan Agreement (“SLA”) and Additional Government Loan
Agreement (“AGLA”) dated 15 January 2003, whereby the Government agreed to waive ELITE’s obligation to pay interest
on the then existing Government Loans with effect from 15 December 2000 to 31 December 2001 and to provide ELITE
with an interest free term loan facility at a principal of RM300 million. It was also agreed that the aforesaid existing
Government Loan shall be interest free with effect from 1 January 2002 to the final repayment date.
Pursuant to ELITE’s SLA and AGLA, the Government Loan and Additional Government Loan are repayable in full on
30 June 2015.
220 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT (Continued)
ELITE (Continued)
(a) (i) Government Loans (Continued)
The maturity profile of the ELITE’s Government Loans is analysed in Note 34, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
LINKEDUA
(a) (ii) Government Loan
LINKEDUA’s Government Loan is repayable in 13 semi-annual instalments ranging from RM58 million to RM346 million
commencing from 14 June 2014 and bears interest at rate of 8% per annum.
The maturity profile of the LINKEDUA’s Government Loan is analysed in Note 34, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
PLUS BKSP
(a) (iii) Term Loan
PLUS BKSP has secured a term loan and additional term loan, denominated in Indian Rupees, which bears interest rate
of 12.25% per annum and 13.25% respectively. Both term loans are secured by future toll collection of PLUS BKSP.
The maturity profile of the borrowing is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.
PEB
FINANCIAL STATEMENTS
During the year Bridging Loan 1 and Bridging Loan 2 totalling RM325.25 million were fully repaid from the proceeds of
the second issuance of the PLUS SPV Sukuk on 11 March 2009. Subsequently, both Bridging Loan 1 and Bridging Loan
2 were cancelled.
ELITE
(c) (i) Amount due to Government
Under the Supplemental Concession Agreement entered on 9 January 1997 between the Government of Malaysia and
ELITE, ELITE undertook to implement the design, construction, maintenance, operation and management of three
additional interchanges namely the Putrajaya Interchange, the proposed Salak Tinggi Interchange (later relocated to
Ampar Tenang and thereafter called the Ampar Tenang Interchange) and Bandar Baru Nilai Interchange along the
NSECL Expressway, and an extension of the KLIA Expressway (“Additional Expressway”).
PLUS Expressways Berhad
221
Annual Report 2009
33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT (Continued)
ELITE (Continued)
(c) (i) Amount due to Government (Continued)
To assist in the financing of the acquisition of the additional land required of the above Additional Expressway, the
Government of Malaysia agreed to pay to third parties on behalf of ELITE an amount in aggregate not exceeding RM120
million (referred to as the “Reimbursement Land Cost”). The Reimbursement Land Cost is interest free and is payable
by ELITE to the Government in four equal instalments, as follows:
As at 31 December 2009, the amount payable to the Government was RM38,095,662 (2008: RM38,095,662).
PEB
PLUS SPV Sukuk 32(a)(i) — — 345,044 1,031,977 1,377,021
PLUS
Senior Sukuk 32(a)(ii) 550,000 550,000 950,000 400,000 2,450,000
Sukuk Series 1 32(a)(iii) — 362,766 958,323 443,403 1,764,492
Sukuk Series 2 32(a)(iv) — — — 1,411,799 1,411,799
Sukuk Series 3 32(a)(v) — — — 1,282,307 1,282,307
ELITE
Seafield Sukuk 32(a)(vi) — — — 859,566 859,566
Government Loans 33(a)(i) — — — 389,916 389,916
LINKEDUA
Government Loan 33(a)(ii) — — 340,066 821,918 1,161,984
KLBK
BAIDS 32(a)(viii) 7,917 4,841 21,766 141,243 175,767
PLUS BKSP
Term Loan 33(a)(iii) 23,947 25,434 76,950 — 126,331
Notes to The
Financial Statements (continued)
PEB
PLUS SPV Sukuk 32(a)(i) — — 291,124 485,050 776,174
Bridging Loans 33(b)(i) 325,806 — — — 325,806
PLUS
Senior Sukuk 32(a)(ii) 550,000 1,100,000 950,000 400,000 3,000,000
Sukuk Series 1 32(a)(iii) — 342,691 902,085 415,239 1,660,015
Sukuk Series 2 32(a)(iv) — — — 1,322,056 1,322,056
Sukuk Series 3 32(a)(v) — — — 950,154 950,154
ELITE
BAIDS 32(a)(vii) 68,169 83,478 382,482 169,899 704,028
Government Loans 33(a)(i) — — — 389,916 389,916
LINKEDUA
Government Loan 33(a)(ii) — — — 1,074,320 1,074,320
KLBK
BAIDS 32(a)(viii) 4,963 7,769 15,592 147,985 176,309
PLUS BKSP
Term Loan 33(a)(iii) 6,995 14,424 71,541 1,493 94,453
(a) A first ranking debenture incorporating a fixed and floating charge over all present and future assets of the Issuer;
and
(b) An assignment of the Issuer’s revenue and income including but not limited to any dividends and distributions, whether
income or capital in nature.
PLUS Expressways Berhad
223
Annual Report 2009
(a) An assignment and charge (ranking first in point of security) over the Toll Amounts, Credit Balances, Additional Project
Accounts (save and except in respect of the Additional Toll Revenue Account, it would exclude the ELITE Amount) and
PLUS Amount (except for Distribution Amount 1, Distribution Amount 2, Distribution Amount 3, Charged Amount 1,
Charged Amount 2 and Charged Amount 3 and the monies in the Proceeds Account, Performance Bonds Proceeds
Account, Distribution Account 1, Distribution Account 2, Distribution Account 3, Payment Account 1, Payment Account
2 and Payment Account 3 and all the credit balances therein) (“Assignment and Charge”).
(b) An assignment (ranking first in point of security) of the rights over the Concession, Construction Guarantees (other than
the Performance Bonds), Construction Contracts and Insurance.
(c) A debenture over the fixed and floating assets of PLUS (other than those security interest already covered under (a) and
(b) above, the Performance Bonds, the Performance Bonds Proceeds Account, the Proceeds Account, Distribution
Account 1, Distribution Account 2, Distribution Account 3, Payment Account 1, Payment Account 2, Payment Account
3 and all the credit balances therein as well as the Charged Amount 1, Charged Amount 2 and Charged Amount 3).
(d) An assignment (ranking first in point of security) over PLUS’ rights, title and interest in the Additional Project
Agreements.
(e) An assignment (ranking second in point of security after the Government) over the Performance Bonds and Performance
Bonds Proceeds Account.
The security documents shall all form part of the terms of the Senior Sukuk.
The Security Trustee shall hold the benefit of the Security for the Designated Debt financiers (as defined below) ranking pari
passu amongst themselves subject to the following:
(a) the security in respect of the Performance Bonds and Performance Bonds Proceeds Account shall rank second after the
assignment of the same in favour of the Government; and
(b) the security in respect of the FSRA (as hereinafter defined) shall rank as between the Designated Debt financiers as
follows:
(i) ranking first, the Sukukholders; and
(ii) ranking second, the lenders of the Maintenance Bond Facility and Overdraft Facility (excluding the Trade Lines)
which shall rank pari passu amongst themselves.
The Distribution Account 1 (and all credit balances therein) and the Distribution Amount 1, and the Payment Account 1 (and
all credit balances therein) and the Charged Amount 1 are excluded from the Security and is held for the benefit of/charged
to the holders of the Sukuk Series 1 respectively.
The Proceeds Account and all credit balances in the Proceeds Account are excluded from the Security and are for the benefit
of the Government.
224 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
The Distribution Account 3 (and all credit balances therein) and the Distribution Amount 3, and the Payment Account 3 (and
all credit balances therein) and Charged Amount 3 are excluded from the Security and is held for the benefit of/charged to
the holders of the Sukuk Series 3.
The Sukuk Series 1 Security Account to receive the Sukuk Series 1 Charged Amounts shall be solely managed by the Sukuk
Series 1 Trustee.
The Sukuk Series 1 Charged Amounts are the sum not exceeding RM400 million of the positive Cash Flow Proceeds per
calendar year in respect of the period commencing 1 January 2011 to 31 December 2015 and RM260 million in respect of
the period from 1 January 2016 to 31 December 2016.
– Six months prior to and ending on the date falling 65 days before maturity date of the Sukuk Series 1 (the “Relevant
Period”), PLUS shall determine the excess cash flow of PLUS (other than proceeds from the issuance of new shares by
PLUS and excluding the FSRA and MRA) at the end of each Relevant Period after providing or payment, as the case may
be, for the following:
(i) for PLUS’s budgeted operating and capital expenditure requirements for the following Relevant Period;
(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;
FINANCIAL STATEMENTS
(iii) to the FSRA and MRA during the said Relevant Period; and
(iv) in respect of the redemption of Senior Sukuk during the said Relevant Period.
The Sukuk Series 2 Charged Amounts in relation to each series of the Sukuk Series 2 shall be deposited into the Sinking Fund
Account within 5 days after the certification of the Cash Flow Proceeds by the auditors (which shall be within 30 days from
the end of each Determination Period) and in any event not less than 30 days prior to the maturity date of the relevant
series of the Sukuk Series 2.
PLUS Expressways Berhad
225
Annual Report 2009
– PLUS shall determine its excess revenue and income (other than proceeds from the issuance of new shares by PLUS and
excluding the FSRA and MRA) at the end of a Determination Period after providing or payment, as the case may be, for
the following:
(i) for PLUS’s budgeted operating and capital expenditure requirements for the following Determination Period;
(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;
(iii) to the FSRA and MRA during the said Determination Period;
(iv) in respect of the Senior Sukuk during the said Determination Period; and
(v) in respect of the Sukuk Series 1 during the said Determination Period.
“Determination Period” means the period beginning 6 months and 65 days prior to the maturity date of each tranches of
the Sukuk Series 2 and ending on the date falling 65 days before the maturity date of that tranches of the Sukuk Series 2.
1 350.0 11
2 650.0 12
3 800.0 13
4 610.0 14
Total 2,410.0
The proceeds in the Sinking Fund Account shall be utilised towards redemption of the Sukuk Series 2 on their respective
maturity dates. The Sinking Fund Account shall be operated solely by the Trustee.
The Sukuk Series 3 Charged Amounts in relation to each series of the Sukuk Series 3 shall be deposited into the Sinking Fund
Account within 5 days after the certification of the Cash Flow Proceeds by the auditors (which shall be within 30 days from
the end of each Determination Period) and in any event not less than 30 days prior to the maturity date of the relevant
series of the Sukuk Series 3.
226 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
– PLUS shall determine its excess revenue and income (other than proceeds from the issuance of new shares by PLUS and
excluding the FSRA and MRA) at end of Determination Period after providing or payment, as the case may be, for the
following:
(i) for PLUS’s budgeted operating and capital expenditure requirements for the following Determination Period;
(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;
(iii) to the FSRA and MRA during the said Determination Period;
(iv) in respect of the Senior Sukuk during the said Determination Period;
(v) in respect of the Sukuk Series 1 during the said Determination Period; and
(vi) in respect of the Sukuk Series 2 during the said Determination Period.
“Determination Period” means the period beginning 6 months and 65 days prior to the maturity date of each tranches of
the Sukuk Series 3 and ending on the date falling 65 days before the maturity date of that tranches of the Sukuk Series 3.
1 675.0 14
2 700.0 15
3 700.0 14
4 600.0 14
Total 2,675.0
FINANCIAL STATEMENTS
The proceeds in the Sinking Fund Account shall be utilised towards redemption of the Sukuk Series 3 on their respective
maturity dates. The Sinking Fund Account shall be operated solely by the Trustee.
(vi) Security arrangements for ELITE’s Seafield Sukuk, Government Loan and Additional Government Loan
The security arrangements in connection with ELITE’s Seafield Sukuk, Government Loan and Additional Government Loan
(collectively referred to as the “Secured Indebtedness”) are as follows:
(a) Debenture incorporating a first fixed and floating charge on the assets of ELITE, both present and future;
(b) Assignment of all ELITE’s contractual rights, interests, title, and benefits in and to the Concession Agreement and any
other amendment(s) or variation(s) thereof and addition(s) thereto from time to time executed supplemental thereto on
in substitution thereof, the Project Documents and proceeds therefrom - for the avoidance of doubt, this interest of the
Sukukholders shall not be shared with the Government;
PLUS Expressways Berhad
227
Annual Report 2009
(c) Assignment of ELITE’s contractual rights, interests, titles, and benefits in the performance bonds and the proceeds
therefrom, where such performance bonds are secured to the Government in accordance with the Concession
Agreement and any other amendment(s) or variation(s) thereof and addition(s) thereto from time to time executed
supplemental thereto or in substitution thereof - for the avoidance of doubt, this interest of the Sukukholders shall rank
after the interest of the Government;
(d) First fixed charge over the Additional Operating Account (other than the toll amounts collected and held on behalf of
PLUS, the Revenue Account, the Finance Service Reserve Account, the Government Loans Service Reserve Account, the
IPO Account and Compensation Account) and first floating charge over the Operations Accounts and Capex Account
including all investments and income thereon and the assignment of the credit balances standing in the Designated
Accounts;
(e) Assignment of all relevant Insurances required to be undertaken in respect of the Concession (as defined below);
(f) Any other security as required and advised by the Sole Legal Counsel of the Lead Manager and as agreed by ELITE.
The Concession shall mean the concession granted by the Government under the Concession Agreement to ELITE.
The above-mentioned security (except for (b) and (c) above), are to be shared with the Government in the following
manner:
(i) On a parri passu basis with the Government in respect of the loan granted by the Government to ELITE for the
maximum principal amount of RM100 million; and
(ii) In priority to the Government in respect of the loan granted by the Government to ELITE for the maximum principal
amount of RM300 million.
(a) an assignment and charge (ranking pari passu in point of security) of the rights over the Construction Contracts,
Insurance and Performance Bonds;
(b) charge over Security Account 3 and Security Account 5 (ranking pari passu in point of security) being the accounts
maintained for the surplus cash flow for the purpose of Government Loan repayment and for the proceeds of any
issuance of new shares respectively.
(c) a charge over the Toll Amounts and the credit balances therein (ranking pari passu in point of security); and
(d) a debenture over the fixed and floating assets of LINKEDUA (other than those security already covered under (a) and
(b) above) ranking pari passu in point of security.
228 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
(i) any freehold or leasehold property from time to time and at any time owned by KLBK;
(ii) all the goodwill of KLBK, any patents, trade marks, copyrights, registered designs and similar assets or rights from
time to time and at any time owned by KLBK, and any uncalled capital from time to time and at any time of KLBK;
and
(iii) all book debts and other debts and all other amounts whatsoever from time to time and at any time due, owing
or payable to KLBK, and the benefit of any Security Interests from time to time and at any time held by KLBK in
respect of any such debts or amounts including such amounts as invested by KLBK from the amounts standing to
the credit of any accounts charged to the Security Agent and any income derived thereon.
(b) by way of first floating charge, the undertaking of KLBK and all its other property, assets, revenues and rights, whatsoever
and wheresoever, both present and future (including any Permitted Investments not charged pursuant to (viii)(a)
above).
(b) all its present and future rights, title and interest in and under the Insurance including all amounts whatsoever payable
under the Insurance and all other rights accruing to KLBK thereunder including all claims and any returned premiums;
(c) the right to pursue any action, proceeding, suit or arbitration arising in relation to any of the rights assigned to the
Security Agent pursuant to this security and to enforce such rights in the name of the Security Agent or of KLBK.
FINANCIAL STATEMENTS
36 RETIREMENT BENEFIT
PLUS, ELITE and LINKEDUA operate an unfunded, defined benefit Retirement Benefit Scheme (“the Scheme”) for their personnel
whose employment contracts were transferred in 1988 from Malaysian Highway Authority, pursuant to the Concession Agreement.
Under the Scheme, eligible employees are entitled to retirement benefits in accordance with a pre-determined formula as
follows:
* Defined as total employer’s contributions to the EPF, made at the statutory employer’s contribution rate and accumulated EPF
dividend.
PLUS Expressways Berhad
229
Annual Report 2009
Group
2009 2008
RM’000 RM’000
1,803 1,423
2009 2008
% %
The Group valued its retirement benefits obligation in accordance with the actuarial valuation prepared by an independent
actuary.
The amount charged to direct cost of operations and general and administration expenses are RM1,771,683 (2008: RM1,403,783)
and RM60,012 (2008: RM19,178) respectively.
2009 2008
RM’000 RM’000
Notes to The
Financial Statements (continued)
Group
2009 2008
RM’000 RM’000
82,921 79,697
82,921 79,697
Group
2009 2008
RM’000 RM’000
FINANCIAL STATEMENTS
46,983 47,809
46,983 47,809
PLUS Expressways Berhad
231
Annual Report 2009
(i) Trade payables are non-interest bearing and the normal trade credit terms granted to the Group ranging from 30 days to
60 days.
2009 2008
RM’000 RM’000
19,216 20,445
On 17 November 2007, PLUS executed the Proceeds Account Agreement with the Government to formalise the rights, utilisation
and administration of the amount received from the Government for the Additional Works of RM680.59 million and the interest
earned therefrom. Pursuant to the TSCA, the amount shall be utilised solely for the purposes of the Additional Works and together
with the interest earned, have been deposited into the Proceeds Account as disclosed in Note 26.
232 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
Notes to The
Financial Statements (continued)
41 CAPITAL COMMITMENTS
Group Company
Amount authorised but not contracted for (ii) 114,584 93,763 73,926 —
(i) amount committed by LMS for land acquisition costs for the Cikampek-Palimanan Highway project totalling IDR524.8 billion
(equivalent to RM190.5 million); and
(ii) amount committed by the Company for the proposed acquisition of interest in Indu Navayuga Infra Project Private Limited,
India totalling Rs99,90,00,000 (equivalent to RM73.9 million) as disclosed in Note 44.
The Group has various other financial instruments such as trade and sundry payables that arise directly from operations, amount
owing by/(to) subsidiaries, amount owing by/(to) related companies, amount owing by/(to) immediate holding company, and
sundry receivables.
FINANCIAL STATEMENTS
The following disclosures exclude sundry receivables, amount owing by/(to) subsidiaries, amount owing by/(to) related companies,
amount owing by/(to) immediate holding company, toll compensation recoverable from the Government, amount received from
the Government for Additional Works, Reimbursable Land Cost, trade and sundry payables.
The Group reviews and agrees policies for managing each of the risks summarised below:
Information relating to the Group’s interest rates and profit element on borrowings and bonds are disclosed in Notes 7, 32
and 33. Details of the remaining maturities of the Group’s financial liabilities are disclosed in Note 34.
PLUS Expressways Berhad
235
Annual Report 2009
Group
2009 2008
RM’000 RM’000
10,999,183 10,473,231
The weighted average interest rate/profit element per annum and average period on the financial liabilities as at
31 December 2009 were as follows:
Group
2009 2008
Group
2009 2008
RM’000 RM’000
3,173,159 2,464,227
236 PLUS Expressways Berhad
2009 Annual Report
Notes to The
Financial Statements (continued)
The short term deposits and short term investments placed with the licensed banks and corporate issuers in Malaysia
attracted interest/profit element during the year at rates ranging from 1.50% to 4.50% (2008: 2.50% to 4.55%) per annum
whereas the profit obtained from long term investments in Malaysia ranges from 3.30% to 7.99% (2008: 7.99%).
The short term and long term deposits of foreign subsidiaries placed with their respective local banks attracted interest rates
ranging from 6.00% to 13.30% (2008: 7.50% to 13.00%) per annum.
The maturity dates for fixed rate financial assets during the period range between 1 day to 60 months (2008:
1 day to 67 months).
Note ii
Financial assets on which no interest is earned comprise cash and bank balances.
b) Market Risk
The Group holds investment in Commercial Papers/Securities/Medium Term Notes/Bonds. The value of the securities is
subject to fluctuations as a result of changes in market prices whether those changes are caused by factors specific to the
individual security or its issuer or factors affecting all securities traded in the market. The investment in Commercial Papers/
Securities/Medium Term Notes/Bonds are held to maturity.
d) Credit Risk
Credit risks, or the risk of counterparties defaulting, are controlled by the application of credit limits and monitoring
FINANCIAL STATEMENTS
procedure. The Group has no significant concentrations of credit risk as the majority of its deposits are placed with various
major financial institutions in Malaysia.
The toll compensation recoverable from the Government of Malaysia is not exposed to any credit risk to PLUS other than if
there are any amounts due from the Government upon expiry of the Concession Period in 2038, which will be required to
be unconditionally waived by PLUS, as disclosed in Note 3(i)(b). However, the toll compensation arrangement further
provides that the parties may in good faith, make necessary adjustment or variation to the arrangement to restore PLUS’s
position if there is any change in law that may prevent the parties from successfully implementing the toll compensation
arrangement.
e) Liquidity Risk
The Group’s objectives on liquidity are to maintain a balance between meeting debt service obligations and covenants,
Expressway capital and operating expenditure and meeting shareholder distribution expectations.
Group
2009 2008
The following methods and assumptions are used to estimate the fair values of the following classes of financial
instruments:
(ii) Other Long Term Payables and Long Term Inter Company Balances
For other long term payables and long term amount owing to immediate holding company, the fair values are
estimated by discounting the expected future cash flows using the weighted average cost of capital of the respective
subsidiary in which the financial instrument arose.
43 SIGNIFICANT EVENTS
(i) Issuance of RM950 million nominal value Sukuk Medium Term Notes Programme (“Seafield Sukuk”) by ELITE
On 27 May 2009, ELITE through an independent special purpose company, Seafield Capital Berhad, issued Islamic Securities
in accordance with the principle of Musyarakah amounting to RM950 million nominal value (RM922 million present value on
the issue date) under the RM1,500 million nominal value Seafield Sukuk to replace ELITE’s outstanding BAIDS and for general
funding purpose.
Notes to The
Financial Statements (continued)
Indu Navayuga and the National Highway Authority of India on behalf of the Government of India have entered into a Concession
Agreement dated 30 May 2006 in which the Company was appointed as the concessionaire to undertake design, engineering,
construction, development, finance, operations and maintenance of the existing 2 lane portion from Km 285 (near Padalur) to Km
325 (near Trichy) on National Highway No. 45 (NH-45) in the State of Tamil Nadu, including widening the existing 2 lanes
stretching to 38.55 kilometres into 4 lanes on Built Operate Transfer (BOT) basis (“Project”). The concession period for the Project
is 25 years.
Total purchase consideration for the Proposed Acquisition is Rs.99,90,00,000 (Rupees Ninety Nine Crores Ninety Lakhs only,
equivalent to RM74 million*), payable in two tranches. First Tranche Consideration of Rs.68,85,00,000 (Rupees Sixty Eight Crores
Eighty Five Lakhs only, equivalent to RM51 million*) for 49% stake is payable upon fulfillment of the Conditions Precedent, inter
alia, the necessary consents, approvals, licenses, sanctions and undertakings have been obtained by the Company and received
from the Existing Shareholders as well as achievement of full Commercial Operation Date (COD). The Second Tranche Consideration
of Rs.31,05,00,000 (Rupees Thirty One Crores Five Lakhs only, equivalent to RM23 million*) for the remaining 25% stake is payable
upon third anniversary of the COD.
The Project is currently 95% completed and Indu Navayuga is working towards completing the remaining works by the end of
first quarter 2010.
45 SEGMENTAL REPORTING
(a) Reporting format
FINANCIAL STATEMENTS
The primary segment reporting format is determined to be geographical segments as the Group’s risks and rates of return
are affected predominantly by differences in the countries operated. Secondary information is reported segmentally. The
operating businesses are organised and managed separately according to the geographical areas, with each segment
representing a strategic business unit that serves different markets.
(i) Malaysia – the operations in this area are principally investment holding and provision of expressway operation
services
(ii) India and Mauritius – the operation in this area are investment holding and expressway operation services
No analysis on revenue and results by geographical segments is prepared as the Group is primarily engaged in the operation
and maintenance of toll roads and expressways in Malaysia. Revenue and results for the current and prior financial years of
the subsidiaries located outside Malaysia are insignificant to the Group’s results to render separate reporting.
46 COMPARATIVE FIGURES
The presentation and classification of items in the current year financial statements have been consistent with the previous
financial year except for certain comparative amounts which have been reclassified to conform with current year’s presentation.
As
As Previously
Restated Reclassified Stated
RM’000 RM’000 RM’000
Balance sheets
Assets:
Sundry receivables, deposits and prepayments 63,391 (6,238) 57,153
Amount owing by related companies 7,568 6,238 13,806
Liabilities:
Long term deferred liabilities 73,224 52,513 125,737
Short term deferred liabilities 6,473 (5,286) 1,187
Long term deferred revenue 46,622 (46,622) —
Short term deferred revenue 1,187 (1,187) —
Sundry payables and accruals 135,680 (23,867) 111,813
Amount owing to related companies 91,073 24,449 115,522
240 PLUS Expressways Berhad
2009 Annual Report
Recurrent Related
Party Transactions
On 4 June 2009, the PLUS Expressways Berhad Group sought approval for a shareholders’ mandate for the PLUS Expressways Berhad
Group to renew and enter into new Recurrent Transactions (as defined in the Circular to Shareholders dated 13 May 2009) in their
ordinary course of business with related parties (“Shareholders Mandate”) as defined in Chapter 10 of the Bursa Malaysia Securities
Berhad Listing Requirement. The breakdown of the actual value transacted for the said Recurrent Transactions made from the date
the Shareholders Mandate came into effect up to 5 March 2010 are as follows:-
RM
1. Construction and other related works for the widening of certain stretches of the Expressway and the NIL
modification of the Expressway between Jelapang and Ipoh Selatan Toll Plaza (“Additional Works”) by UEM
and its subsidiaries and associated companies for PLUS.
2. Provision of consultancy services in the preparation of tender submissions for local and overseas projects by NIL
UEM and its subsidiaries and associated companies to PLUS Expressways.
3. Provision of Support Services in relation to highway operations by PLUS Expressways to PLUS BKSP. 505,102
4. Provision of maintenance works and maintenance management services in relation to the Expressways and 20,689,467
its Ancillary Facilities by UEM and its subsidiaries and associated companies to PLUS Expressways Group.
5. Construction and other related works in relation to the Expressways and its Ancillary Facilities by UEM and 61,168,000
its subsidiaries and associated companies to PLUS Expressways Group.
6. Provision of IT related services, maintenance and upgrading works and supply of IT equipment and software, 6,636,760
electrical and toll equipment spare parts in relation to the Expressways and Ancillary Facilities by UEM and
its subsidiaries and associated companies to PLUS Expressways Group.
7. Provision of services and accessories in relation to Touch ‘n Go Cards System and SmartTAG by UEM and its 3,017,918
subsidiaries and associated companies to PLUS Expressways Group.
8. Grant of access to UEM and its subsidiaries and associated companies to enter the Expressways and its NIL
Ancillary Facilities to perform their obligations to third party.
9. Provision of IT related services including consultation and maintenance, supply of IT equipment and software 14,400
by TIME and its subsidiaries and associated companies for PLUS Expressways Group.
10. Provision of upgrading works in relation to the Expressways and its Ancillary Facilities by UEM Builders and 20,139,751
its subsidiaries and associated companies for PLUS Expressways Group.
11. Grant of access to Telekom and its subsidiaries and associated companies to enter the Expressways and its 20,000
Ancillary Facilities for the carrying out of relevant works in relation to telecommunication.
OTHER INFORMATION
12. Grant of access to TNB and its subsidiaries and associated companies to enter the Expressways and its 26,000
Ancillary Facilities for the carrying out of relevant works in relation to power supply.
13. Construction and other related works in relation to toll road projects in India by UEM and its subsidiaries and NIL
associated companies to PLUS Expressways Group.
14. Construction and other related works in relation to toll road projects in Indonesia by UEM and its subsidiaries NIL
and associated companies to PLUS Expressways Group.
15. Provision of Project Management Services in relation to the Expressways and its Ancillary Facilities by UEM 300,000
and its subsidiaries and associated companies.
16. Provision of services carried out along the Expressways in relation to waste disposal management by UEM NIL
and its subsidiaries and associated companies to PLUS Expressways Group.
PLUS Expressways Berhad
241
Annual Report 2009
Relationship with
Related Parties
The relationship of the related parties as at 5 March 2010 is as follows:-
1. UEM and its subsidiaries and associated companies UEM is a major shareholder of PLUS Expressways Berhad. UEM also
has indirect interest in PLUS held through PLUS Expressways
Berhad.
2. PLUS BKSP Toll Limited (“PLUS BKSP”) PLUS Expressways has direct and indirect interest in PLUS BKSP
through its wholly-owned subsidiary, PLUS Kalyan (Mauritius) Private
Limited.
3. TIME and its subsidiaries and associated companies UEM is a major shareholder of TIME. TIME is an associate company
of UEM.
4. UEM Builders and its subsidiaries and associated UEM Builders Berhad is a wholly-owned subsidiary of UEM. UEM
companies also has indirect interest in PROPEL held through UEM Builders.
5. Telekom Malaysia Berhad (“Telekom”) and its Khazanah is a major shareholder of Telekom. UEM is a wholly-
subsidiaries and associated companies owned subsidiary of Khazanah.
6. Tenaga Nasional Berhad (“TNB”) and its subsidiaries and Khazanah is a major shareholder of TNB.
associated companies
242 PLUS Expressways Berhad
2009 Annual Report
Analysis of
Shareholdings
AS AT 5 MARCH 2010
Note:
* Held via UEM Group Berhad
Directors’ Direct and Indirect Interest in the Company and its Related Corporations as per the
Register of Directors’ Shareholdings
In the Company – PLUS Expressways Berhad
Name of Director No. of Shares of RM0.25 each %
OTHER INFORMATION
Analysis of
Shareholdings (continued)
Name Holdings %
14. HSBC Nominees (Asing) Sdn Bhd 28,203,461 0.56
BBH And Co Boston For Merrill Lynch Global Allocation Fund
15. Permodalan Nasional Berhad 27,291,900 0.55
16. Cartaban Nominees (Asing) Sdn Bhd 23,217,800 0.46
State Street Australia Fund ATB1 For Platinum Asia Fund
17. Malaysia Nominees (Tempatan) Sendirian Berhad 21,580,000 0.43
Great Eastern Life Assurance (Malaysia) Berhad (PAR 1)
18. Mayban Nominees (Tempatan) Sdn Bhd 20,112,000 0.40
Mayban Trustees Berhad For Public Ittikal Fund (N14011970240)
19. AmanahRaya Trustees Berhad 17,835,000 0.36
As 1Malaysia
20. HSBC Nominees (Asing) Sdn Bhd 16,959,382 0.34
BBH And Co Boston For Vanguard Emerging Markets Stock Index Fund
21. Citigroup Nominees (Tempatan) Sdn Bhd 15,162,300 0.30
Exempt An For Prudential Fund Management Berhad
22. HSBC Nominees (Asing) Sdn Bhd 13,918,591 0.28
Morgan Stanley & Co International PLC (Firm A/C)
23. Citigroup Nominees (Tempatan) Sdn Bhd 13,625,600 0.27
Exempt An For American International Assurance Berhad
24. HSBC Nominees (Asing) Sdn Bhd 13,584,000 0.27
TNTC For Saudi Arabian Monetary Agency
25. HSBC Nominees (Asing) Sdn Bhd 13,388,505 0.27
Exempt An For JPMorgan Chase Bank, National Association (U.A.E)
26. HSBC Nominees (Asing) Sdn Bhd 11,638,617 0.23
BNY Lux For Global Allocation Fund (Blackrock GBL F)
27. Cartaban Nominees (Asing) Sdn Bhd 11,136,600 0.22
Government of Singapore Investment Corporation Pte Ltd For Government Of Singapore (C)
OTHER INFORMATION
List of
Properties
AS AT 31 DECEMBER 2009
Net Book
Description and Value as at
Existing 31 December
Usage of Age of Land Area Date of Acquisition/ 2009
No. Properties Address Building and Status Last Revaluation (RM’000)
1. Ayer Keroh land Part of Mukim of Gadek, Not 338 acres August 2007 26,988
Future Commercial Mukim of Pegoh & applicable Leasehold of ^Revaluation done on
Development Mukim of Melaka Pindah 99 years ending 23 December 2006
District of Alor Gajah August 2106
State of Melaka
2. Shoplots No. 4 & 6, Jalan Hang Lekiu 16 years 3,080 sqm 12 January 1993 402
Vacant Taman Skudai Baru Freehold
Skudai
Johor Bahru
Johor
3. Double storey No. 72, Jalan SS7/30 17 years 121 sqm 15 April 1997 180
terrace house Taman Kelana Indah Leasehold of ^Revaluation done on
Staff Kelana Jaya 99 years ending 2 October 2006
accommodation Selangor 27 September
2091
4. Double storey No. 46, Jalan SS7/30 17 years 121 sqm 1 August 1996 176
terrace house Taman Kelana Indah Leasehold of ^Revaluation done on
Staff Kelana Jaya 99 years ending 13 May 2004
accommodation Selangor 27 September
2091
5. Double storey No. 43, Jalan SR6/4 16 years 133 sqm 5 January 1996 166
terrace house Taman Kuda Emas Leasehold of ^Revaluation done on
Staff Section 6 99 years ending 13 May 2004
accommodation Serdang Jaya 31 March 2092
Selangor
6. Double storey No. 41, Jalan SR6/4 16 years 133 sqm 5 January 1996 166
terrace house Taman Kuda Emas Leasehold of ^Revaluation done on
Staff Section 6 99 years ending 10 May 2004
accommodation Serdang Jaya 31 March 2092
Selangor
7. Double storey No. 39, Jalan SR6/4 16 years 133 sqm 5 January 1996 166
terrace house Taman Kuda Emas Leasehold of ^Revaluation done on
Staff Section 6 99 years ending 13 May 2004
accommodation Serdang Jaya 31 March 2092
Selangor
8. Apartment unit 1508 Block D 14 years 125 sqm 7 December 1995 160
Staff No. 2, Jalan SS7/26 Leasehold of ^Revaluation done on
accommodation 47301 Petaling Jaya 99 years ending 24 April 2003
Selangor 13 April 2089
246 PLUS Expressways Berhad
2009 Annual Report
List of
Properties (continued)
Net Book
Description and Value as at
Existing 31 December
Usage of Age of Land Area Date of Acquisition/ 2009
No. Properties Address Building and Status Last Revaluation (RM’000)
9. Double storey 14, Jalan 3/38B 17 years 195 sqm 28 November 1996 153
terrace house Taman SPPK Freehold ^Revaluation done on
Staff Segambut 21 March 2003
accommodation Kuala Lumpur
10. Double storey 68, Jalan 3/38B 17 years 130 sqm 12 June 1996 153
terrace house Taman SPPK Freehold ^Revaluation done on
Staff Segambut, Kuala Lumpur 21 March 2003
accommodation
11. Double storey No. 87, Jalan Mahkota 2 15 years 130 sqm 26 December 1995 149
terrace house Bandar Baru Klang Leasehold of ^Revaluation done on
Staff Selangor 99 years ending 12 July 2003
accommodation 8 May 2093
12. Double storey No. 51, Jalan Mahkota 2 15 years 130 sqm 26 December 1995 149
terrace house Bandar Baru Klang Leasehold of ^Revaluation done on
Staff Selangor 99 years ending 12 July 2003
accommodation 8 May 2093
13. Double storey No. 53, Jalan Mahkota 2 15 years 130 sqm 26 December 1995 149
terrace house Bandar Baru Klang Leasehold of ^Revaluation done on
Staff Selangor 99 years ending 28 October 2004
accommodation 8 May 2093
14. Double storey No. 85, Jalan Mahkota 2 15 years 130 sqm 26 December 1995 149
terrace house Bandar Baru Klang Leasehold of ^Revaluation done on
Staff Selangor 99 years ending 12 July 2003
accommodation 8 May 2093
15. Double storey No. 15, Jalan Kayak 13/25 11 years 120.75 sqm 16 December 1996 141
terrace house TTDI, Shah Alam Leasehold of ^Revaluation done on
OTHER INFORMATION
Net Book
Description and Value as at
Existing 31 December
Usage of Age of Land Area Date of Acquisition/ 2009
No. Properties Address Building and Status Last Revaluation (RM’000)
18. Double storey No. 35, Jalan Kayak 13/25 11 years 120.75 sqm 16 February 1996 141
terrace house TTDI, Shah Alam Leasehold of ^Revaluation done on
Staff Selangor 99 years ending 13 May 2004
accommodation 1 November 2092
19. Apartment unit 1303 Block D 14 years 100 sqm 7 December 1995 132
Staff No. 2, Jalan SS7/26 Leasehold of ^Revaluation done on
accommodation 47301 Petaling Jaya 99 years ending 5 March 2003
Selangor 13 April 2089
20. Single storey No. 33, Jalan Rawa 21 24 years 155.33 sqm 1 November 1996 110
terrace house Taman Perling Freehold ^Revaluation done on
Staff Johor Bahru (Bumiputra 3 January 2008
accommodation Johor restricted)
21. Single storey No. 35, Jalan Rawa 21 24 years 155.33 sqm 1 November 1996 110
terrace house Taman Perling Freehold ^Revaluation done on
Staff Johor Bahru (Bumiputra 3 January 2008
accommodation Johor restricted)
22. Single storey No. 1443, Jalan 1/10 12 years 143 sqm 29 August 1996 85
terrace house Taman Senai Utama Freehold ^Revaluation done on
Staff Johor Bahru (Bumiputra 11 July 2007
accommodation Johor restricted)
Note:
* Revaluation was done on the properties by the Stamp Duty office/valuation office for the purpose of determining the stamp duty for transfer
documents.
The aforesaid properties used as staff accommodation are for Projek Lebuhraya Utara-Selatan Berhad’s frontliners who work at the toll
plazas.
248 PLUS Expressways Berhad
2009 Annual Report
List of
Properties (continued)
Landed Properties
Unit Unit sqm (RM’000)
PLUS
Selangor 2 13 1,583 2,306
Kuala Lumpur 2 — 260 306
Johor 3 — 454 305
LINKEDUA
Johor 2 — 286 402
9 13 2,583 3,319
OTHER INFORMATION
PLUS Expressways Berhad
249
Annual Report 2009
Group
Directory
PLUS EXPRESSWAYS BERHAD PLUS Helicopter Services Sdn Bhd
Menara Korporat, Persada PLUS Menara Korporat, Persada PLUS
Persimpangan Bertingkat Subang Persimpangan Bertingkat Subang
KM15, Lebuhraya Baru Lembah Klang KM15, Lebuhraya Baru Lembah Klang
47301 Petaling Jaya 47301 Petaling Jaya
Selangor Darul Ehsan Selangor Darul Ehsan
Malaysia Malaysia
T +603 7801 6666/7666 4666 T +603 7801 6666/7666 4666
F +603 7801 6600/7666 4400 F +603 7801 6600/7666 4400
www.plus.com.my www.plus.com.my
Glossary
EMS mTraffic
Environmental Management System Mobile Traffic Surveillance Services TMC
Traffic Monitoring Centre
ETC PHSSB
Electronic toll collection PLUS Helicopter Services Sdn Bhd TTA
Travel Time Advisory
EVP PIECE 2010
Employee Value Proposition PLUS International Expressway Conference VMS
& Exhibition 2010 Variable Message Systems
HRU
Headquarters Reserve Unit PLUS VRN
Projek Lebuhraya Utara-Selatan Berhad Vehicle Registration Number
KLBK
(the concessionaire for the North-South
Konsortium Lebuhraya Butterworth-Kulim
Expressway, New Klang Valley Expressway,
Sdn Bhd (the concessionaire for the
Federal Highway Route 2 and the
Butterworth-Kulim Expressway)
Seremban-Port Dickson Highway)
No. of Ordinary Shares Held
Form of
Proxy
CDS Account No.
I/We
(PLEASE USE BLOCK LETTERS)
of (full address)
of
or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the Eighth Annual General
Meeting of the Company to be held at the Banquet Hall, Menara Korporat, Persada PLUS, Persimpangan Bertingkat Subang, KM15,
Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya, Selangor Darul Ehsan on Thursday, 29 April 2010 at 10.00 a.m.
For Against
Resolution 1 To declare a final single tier dividend of 10.00 sen per ordinary share for the financial
year ended 31 December 2009.
To re-elect the following Directors retiring in accordance with Article 76 of the
Company’s Articles of Association:
Resolution 2 i) Hassan Ja’afar
Resolution 3 ii) Dato’ Mohamed Azman Yahya
Resolution 4 To re-elect Dato’ Mohd Izzaddin Idris retiring in accordance with Article 83 of the
Company’s Articles of Association.
Resolution 5 To re-appoint Tan Sri Dato’ Mohd Sheriff Mohd Kassim retiring in accordance with
Section 129 (6) of the Companies Act, 1965.
Resolution 6 To approve the Directors’ remuneration.
Resolution 7 To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix
their remuneration.
Resolution 8 To empower Directors Pursuant to Section 132D of the Companies Act, 1965 to allot
and issue shares.
Resolution 9 To approve the Proposed Renewal of Shareholders’ Mandate for Recurrent Related
Party Transactions of a Revenue or Trading Nature.
Resolution 10 To approve the Proposed New Mandate for Additional Recurrent Related Party
Transactions of a Revenue or Trading Nature.
_________________________________
Signature/Seal
NOTES
1. Every member is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy may but need not
be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 need not be complied with.
2. To be valid, this original form of proxy duly completed must be deposited at the Share Registrar’s office, Symphony Share Registrars Sdn Bhd, Level 6, Symphony
House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor not less than 48 hours before the time of holding the meeting.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such appointor is a corporation,
under its common seal or under the hand of its attorney.
4. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at a general meeting who shall represent all
the shares held by such member. A member holding more than one thousand (1,000) ordinary shares may appoint up to ten (10) proxies to attend and vote at the
same meeting and each proxy appointed shall represent a minimum of one thousand (1,000) ordinary shares. Where a member appoints one (1) or more proxies
to attend and vote at the same meeting, such appointment(s) shall be invalid unless the member specifies the proportion of his shareholding to be represented by
each proxy.
5. If this form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he deems fit.
6. If no name is inserted in the space provided for the name of your proxy, the Chairman of the meeting will act as your proxy.
STAMP