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PLUS Expressways Berhad

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

ECONOMIC OVERVIEW On the Malaysian front, the economy fared better


2009 started off with a period of deep global than initially expected. Malaysia experienced a
recession with positive signs of recovery only GDP contraction of 6.2% in the first quarter (“Q1”)
becoming evident in the second half of the year. of 2009 and a smaller contraction of 3.9% in Q2
The many stimulus packages implemented by following a rebound in the external sector. A
various governments to support demand as well smaller GDP contraction of 1.2% in Q3 came on
as lower uncertainty and systemic risk in financial the back of strong domestic demand and
markets helped to stabilise economic activity continued expansion in private and public
and even fostered a return to modest growth in consumption. In March 2010, the Malaysian
several of the world’s economies. Emerging and Government announced that the worst was over
developing economies were generally further for the domestic economy following GDP growth
ahead on the road to recovery, led by the of 4.5% in Q4 on the back of strengthening
resurgence in Asia. domestic and external demand. On the whole,
the Malaysian economy posted a GDP contraction
of 1.7% in 2009, stronger than initially expected.
Barring unforeseen circumstances, the
Government is confident Malaysia has recovered
from the crisis and can look forward to stronger
growth in 2010.
72 PLUS Expressways Berhad
2009 Annual Report

Chairman’s
Statement (continued)

PERFORMANCE REVIEW RM2,366.0 million from RM2,237.0 million in the


Robust KPI Achievement preceding year. Accordingly, Group revenue rose
Against this economic backdrop, the Group made 7.1% to RM3,179.0 million against the preceding
strong achievements in regard to our Headline year’s revenue of RM2,968.0 million. The increase
Key Performance Indicator (“KPI”) targets. By the was mainly attributed to higher toll collection by
end of the 2009 financial year, we had achieved PLUS of RM100.7 million driven by higher traffic
33.5% lane-km growth against the three-year KPI growth, as well as additional contributions
target of 30% lane-km growth. The Group also totalling RM28.3 million from ELITE, LINKEDUA,
exceeded its KPI target of a minimum of 5% KLBK and BKSP (in India) collectively.
revenue growth for 2009, registering growth of
6.5% which came on the back of strong traffic As a result of the strong overall traffic growth,
volume growth. We also delivered on our coupled with the Group’s efficiency and cost
commitment to shareholders by declaring a total savings initiatives, we registered an impressive
dividend of 16.5 sen per share, thereby surpassing Group profit before tax (“PBT”) for 2009 of
our target of 16 sen per share. RM1,623.6 million, a growth of 7.1% against PBT
of RM1,515.7 million in the previous year. Group
profit after tax (“PAT”) increased by 9.7% or
DRIVING GROWTH

Impressive Financial Performance RM105.1 million to RM1,185.1 million against


In line with 2009’s economic growth trends, the PAT of RM1,080.0 million in 2008.
Group experienced slow or flattish traffic growth
over Q1 2009 and subsequently a rebound in The Group generated cash from operating
traffic volume from Q2 onwards when the activities of RM2,075.3 million, some 14.4% higher
economy began to improve. In line with the than 2008’s figure, with a cash balance of
increase in overall traffic volume by all the RM2,883.5 million as at 31 December 2009 after
Group’s concessionaires, the Group’s toll dividend payments of RM800 million. Our share
collection for the financial year ended price for 2009 reached a high of RM3.38 and a
31 December 2009 increased by 5.8% to low of RM2.75 before closing at RM3.26 on
31 December 2009.

Enhanced Shareholder Value


In line with the Group’s strong financial
performance, your Board is recommending a
final single tier dividend of 10.0 sen per ordinary
share of RM0.25 each, subject to shareholders’
approval at the forthcoming Annual General
Meeting. Together with the interim single tier
dividend of 6.5 sen per share paid on
25 September 2009, the total dividend payout
for the 2009 financial year will be 16.5 sen per
share or RM825 million. This will mark the fourth
consecutive year in which the Group has
enhanced shareholder value by achieving its KPI
commitment to ensure minimum dividend

Aerial view of Senai Toll Plaza


PLUS Expressways Berhad
73
Annual Report 2009

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.

We were also a winner of the Industry Excellence


DRIVING GROWTH

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)

Infrastructure enhancement projects such as the


third lane widening project along the NSE and
the facilitation of through-traffic along the Ipoh
Selatan-Jelapang stretch provided additional
capacity resulting in improved level of service.
We continued to upgrade our RSAs, laybys, toll
plazas and ancillary facilities to offer customers a
better ambience and improved services. I am
happy to report that these efforts resulted in our
receiving more complimentary remarks from the
public and the Government.

Through undertaking improvement works at


accident prone areas and upgrading expressway
safety systems and features, we significantly
improved the quality of services as well as the
level of convenience and safety to our customers,
DRIVING GROWTH

thereby making our expressway network the


preferred mode of travel. Initiatives like the
PLUSMiles Loyalty Programme and the
Government’s toll rebate also drew more
domestic users as well as encouraged them to
migrate to the more efficient electronic toll
payment system.
Persada PLUS
Persada PLUS, which was officially launched by Prime Minister,
Dato’ Sri Mohd Najib Tun Hj Abdul Razak on 8 January 2010,
symbolises the Group’s strength in the expressways business for
over 20 years. Situated on 23.6 acres, Persada PLUS comprises a
nine-storey corporate tower, three annexe buildings, a banquet
hall and the Traffic Monitoring Centre (“TMC”), the nerve centre of
PLUS’ traffic management and operational activities.

Persada PLUS is equipped with a sports complex, the PLUS Child


Development Centre, a training centre, surau and prayer rooms, a
cafe and staff gymnasium to enhance the performance of our
workforce. It also houses a mini-stadium which is home to PLUS
FC, the Group-sponsored professional football team. Persada PLUS’
borderless office concept is not only providing our workforce a
spacious and more conducive working environment, it is also
helping instil a stronger sense of camaraderie amongst colleagues
and lending to better productivity as employees at all levels now
have better access to one another. The first comprehensive highway loyalty card offers
members with a range of rewards and toll rebates
PLUS Expressways Berhad
77
Annual Report 2009

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.

Our being awarded the Minority Shareholder


Watchdog Group’s Distinction Award is testimony
of the high standards of corporate governance
we have adopted to safeguard shareholders’
interests. Beyond astute financial performance,
measures such as Board composition, the
interaction between Management and the Board,
the accountability and professionalism of the
Management team, and other good corporate
governance measures, are key elements in
ensuring the Group’s performance, future growth
and sustainability.

The Group continues to maintain a high level of


disclosure and communication with its various The new look PLUS website
stakeholders by maintaining regular contact and
disseminating timely and adequate information.
With the introduction of a dedicated investor
relations link under the corporate website
www.plus.com.my the investing community now
has a one-stop information centre providing
significant, relevant and up-to-date information.
2009 also saw us conducting a total of 115 one-
78 PLUS Expressways Berhad
2009 Annual Report

Chairman’s
Statement (continued)

CORPORATE SOCIAL RESPONSIBILITY We implemented various impactful corporate


PLUS Expressways has always been committed social responsibility (“CSR”) programmes to
to undertaking responsible business practices elevate the well-being of our various stakeholders.
that create value and which ensure the Our CSR initiatives focused on road safety and
sustainable growth of our businesses, employees, convenience for all expressway users, whilst
customers, shareholders, partners and the creating a more conducive working environment
communities and environment that we operate for our employees.
in. We remain committed to playing an active
and integral part in nation building in areas that Our continued focus on programmes emphasising
transcend our business obligations. customer safety and comfort along our
expressways as well as educational programmes
to inculcate good driving and motoring habits,
saw us implementing key projects such as the
innovative Malaysians Unite For Road Safety,
“Selamat di Jalan” and Respect Your Limits
campaigns, among others. We continued our
support of motorsports development through
DRIVING GROWTH

our talent search programme for young drivers


in go-karting. In 2009, we reached out to primary
schools in four states, identifying school children
with the potential to undergo skills training and
racing exposure to inculcate a sense of discipline,
teamwork and a good competitive spirit within
them.

We also engaged with communities in the vicinity


of our expressways to improve their welfare and
surrounding environment. Our internal
programmes saw us enriching staff welfare and
satisfaction through the establishment of the
Road safety is inculcated in school children through fun activities like the ‘Selamat di Jalan’ PLUS Child Development Centre (“PLUS CDC”),
Mural Competition
which has become a model for others to emulate.
More details of 2009’s CSR efforts can be found
in the “Reaching for Excellence” operational
section in this Annual Report as well as our
standalone CSR Report.

Minister of Works, Dato’ Shaziman Hj Abu Mansor and guests


read pledges made by the public at the Sg Buloh Walkway Gallery
PLUS Expressways Berhad
79
Annual Report 2009

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.

Together as we move forward to implement our


existing business strategies, we have set in place
the following Headline KPI targets for 2010:
• Revenue growth of 5% with minimum
revenue contribution from new business of
3%
• Minimum Return on Equity of 18% Our commitment – fast response to assist users in need

• Minimum dividend payout of 75% of the


Group net profit
As we face the challenges of a new year and
• 94% of PLUS Ronda (patrolling) response time
capitalise on the opportunities it presents, your
of less than 20 minutes.
Board is confident that the Group will deliver
another impressive performance.
The Group will continue to explore value-
accretive investment opportunities to expand
our operations locally and internationally – those
ACKNOWLEDGEMENTS
that fit our disciplined approach and strict
investment criteria for growth. Though India and On behalf of the Board of Directors of PLUS
Indonesia remain our focus countries for growth, Expressways, I wish to convey my sincere
we have started to explore other markets such as gratitude to all stakeholders who played a role in
Vietnam, the Middle-East and the African nations helping the Group turn in yet another strong
for potential opportunities. Nevertheless, the performance. My deep appreciation goes to our
approach into these foreign markets shall begin loyal customers for their continuing support. My
with the provision of consultancy and technical utmost thanks to our business partners, suppliers
expertise services or minimal equity investment, and financiers for their steadfast commitment to
if required. On the operational front, the Group the Group. I also wish to acknowledge the vital
will continue to optimise operating costs and support and cooperation of the Prime Minister’s
undertake effective capital management, the Department, Ministry of Works, Malaysian
benefits of which will bring about improvements Highway Authority, Ministry of Finance, Ministry
in our financial performance.
80 PLUS Expressways Berhad
2009 Annual Report

Chairman’s
Statement (continued)

of Transport, Economic Planning Unit, Public- PLUS Expressways’ robust performance is


Private Partnership Unit, Royal Malaysian Police, reflective of the commendable efforts of our
the respective state government and local Management Team and staff on the ground, all
authorities, as well as all other ministries and of whom have responded admirably to the
agencies who have worked with us directly or challenges set before them. On behalf of the
indirectly. I thank them all for partnering with us Board, I wish to convey my deepest gratitude to
and we look forward to their continued support. these hardworking individuals and ask that they
continue to uphold their unrelenting commitment
To my esteemed colleagues on the Board, please to excellence. On our part, the Group will
accept my deepest gratitude for your perceptive continue to be an employer-of-choice, one that
insights, prudent counsel and strategic approach. they will always be proud of.
Your experience and maturity have done much
to help the Group weather the challenges and Last but not least, to our valued shareholders
maintain its business focus. and bondholders, I am truly grateful for your
steadfast support and confidence in the Group
Please join me in welcoming our new Deputy amidst the challenges of the marketplace.
Chairman, YBhg Dato’ Mohd Izzaddin Idris, who As always, we welcome any ideas and suggestions
DRIVING GROWTH

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.

In their places are Madam How Seet Meng, who


was promoted to the position of Head of the
Finance Division on 1 September 2009 and Puan
Noor Meiza Ahmad, our new Joint-Company
Secretary who was appointed on 2 December
2009. We welcome them on board and look TAN SRI DATO’ MOHD SHERIFF
forward to their contributions to the Group. MOHD KASSIM
Chairman
PLUS Expressways Berhad
81
Annual Report 2009

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

Expanding Our Network and Business


86

90

Leveraging on Innovation and Service Enhancement 94

Developing Our Human Capital and Organisation 102

Reinforcing Our Reputation 106

Moving Forward 114

Media Milestones – Corporate Social Responsibility 116


82 PLUS Expressways Berhad
2009 Annual Report

Message from the


Managing Director

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

for yet another year.

PERFORMANCE HIGHLIGHTS H1N1 outbreak worldwide, Malaysians


The year kicked off on an uncertain note began to cut back on overseas travel and
with our expressways experiencing flat opt for domestic travel instead. As our
REACHING FOR EXCELLENCE

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.

As a result of this strong traffic volume


growth, we registered RM2.4 billion in toll
collection, a strong 5.8% increase over the
preceding year’s figure. PLUS recorded
toll collection of RM2.0 billion on the back
of traffic volume growth of 7.1%, while
ELITE, LINKEDUA, KLBK and BKSP registered
toll collection totalling RM352.5 million.

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

Message from the


Managing Director (continued)

The latest expansion to dual-three lanes


By the end of 2009, we had also achieved KEY ACHIEVEMENTS between Rawang and Tg Malim
REACHING FOR EXCELLENCE

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.

Works Minister Datuk Shaziman Abu Mansor


launched the MUFORS initiative

Motorists benefited from the PLUS Travel Incentive Programme


86 PLUS Expressways Berhad
2009 Annual Report

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

continue to payments. In 2009, we undertook the


following capital management activities: nominal value Sukuk MTN (RM921.9
implement value- • In March 2009, the Group issued an
million present value on issue date)

creating capital additional RM745 million nominal


with tenure between 9 and 17 years
to refinance its outstanding BAIDS and
management value PLUS SPV Sukuk (RM555 million for general funding purpose. This
initiatives and present value on issue date) to
refinance an outstanding bridging
exercise has lengthened ELITE’s
repayment profile to better match the
effective cost loan facility of RM326 million, while concession cash flows and relaxed its
mitigation the balance was set aside for working
capital and business expansion
previously restrictive distribution

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.

In 2009, our maintenance activities


focused heavily on pavement structural
overlays and we continued to undertake
slope rehabilitation and structural
strengthening of bridges. Our pavement
structural overlay and functional conditions
improvement activities covered some 454
Slope inspections are carried out periodically
lane-km of our expressways. Several tested
and proven solutions were also deployed
to improve pavement skid resistance
qualities at selected accident prone areas.
We also employed specialists to undertake
detailed slope conditions assessment at
selected slopes as well as utilised reliable
erosion control solutions as part of our
overall slope maintenance activities.

To enhance our maintenance regime, we


established an independent Maintenance
Inspectorate Team (“MIT”) as a check and
balance mechanism. By undertaking
extensive periodical inspections and the
corresponding preventive maintenance,
the Group is ensuring a more proactive
and long-term approach to maintenance
works and asset preservation which
enables optimal allocation of our
resources.

Preventive maintenance enhances asset


preservation
88 PLUS Expressways Berhad
2009 Annual Report

Optimising
Our Resources (continued)

Team effort to find


solutions

Continual Improvement As part of our continuous efforts to


Initiatives manage and optimise costs, we have
implemented the BETA (“Boosting Efficiency
REACHING FOR EXCELLENCE

The Group’s Six Sigma Programme


continues to be one of the key continual Transforming Attitude”) Project. Under this
improvement platforms for developing project, we are proactively identifying the
and delivering better products and obstacles that are preventing the Group
services. While enhancing our operational from achieving its full operational potential
and financial efficiency as well as system and addressing these hindrances by
and process improvements, it also making the necessary improvements to
contributes to our human capital our operating systems, processes and
development. In 2009, we undertook 10 training activities. For a start, we have
Six Sigma projects that covered the core focused our efforts on routine maintenance,
areas of operational efficiency, routine operations, claims and performance
maintenance, resource efficiency and management activities within the Group.
revenue generation, while deriving The project enables us to realise significant
financial benefits amounting to some financial benefits, enhance skills transfer,
RM11.1 million. increase the sense of ownership and
change the mindsets of our employees
and contractors by creating a strong cost-

Rewards and recognition are given to staff


involved in cost optimisation projects
PLUS Expressways Berhad
89
Annual Report 2009

consciousness amongst them. In 2009, we To further mitigate costs amidst the


derived approximately RM10.4 million in recovering economy, 2009 saw us
total cost efficiencies via the BETA Project. implementing a Group-wide cost
optimisation exercise that involved
In line with the GLC Red Book guidelines reducing travel and accommodation costs
which highlight best practice procurement and cutting back on staff activities. We
processes and procedures, we have also derived further financial benefits by
embarked on E-Bidding activities for the utilising our in-house training facilities
majority of our tenders. The E-Bidding and banquet hall in more effective ways
mechanism is helping promote to facilitate training and events. These
transparency and ensuring minimal initiatives helped the Group to sustain
human intervention in the tender process. itself more effectively amidst the difficult
For instance, by circulating all tender economic climate.
documents in CD format, we are
minimising human interference in the
procurement process as well as helping
conserve the environment through
reduced wastage of paper in the
preparation of tender documents. In 2009,
the Group’s E-Bidding derived RM8.2
million in financial benefits while our
other procurement initiatives delivered
RM1 million in savings.

All together, the improvements from


Six Sigma, Project BETA and overall
procurement initiatives enabled the Group
to realise financial benefits amounting to
RM30.7 million in 2009.

The inaugural AGM held


at Persada Banquet Hall

Major events like annual dinners


are now held at the banquet hall
90 PLUS Expressways Berhad
2009 Annual Report

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

overseas fronts. distribution and enabling us to derive


similar benefits. The Group continues to
explore lane widening and upgrading
DOMESTIC EXPANSION needs to further increase mainline
OPPORTUNITIES capacity, enhance safety and encourage
In Malaysia, we expanded our network more users to travel along our highways.
between 2007 and 2009 mainly via the
acquisitions of ELITE, LINKEDUA and KLBK Going forward, PLUS Expressways will
and through undertaking third lane continue to monitor, evaluate and raise
widening works on our existing highway. the levels of service in terms of capacity
We remain open to exploring opportunities utilisation along our domestic highways
to further expand our domestic network as well as identify critical stretches which
through acquisitions or other means. have high utilisation. We will continue to
look at opportunities for potential network
expansion with the Malaysian Government
Lane Widening and Upgrading Works and will explore the potential of a fourth
The Group’s high-impact lane widening lane widening exercise at strategic
and upgrading efforts are aimed at locations. In addition, low utilisation
improving the level of service to our stretches will also be evaluated in order
customers and growing our business. The to find ways to attract more traffic and
third lane widening along the North- generate higher revenue.

Users now have a smooth non-stop travel while


passing through the Ipoh-Jelapang stretch
PLUS Expressways Berhad
91
Annual Report 2009

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

Newly upgraded RSAs and laybys


offer better facilities for customer
convenience
92 PLUS Expressways Berhad
2009 Annual Report

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.

Going forward, we will continue to make


the appropriate investments to improve
our facilities and service levels as well as
enhance customer safety, comfort and

PLUS Helicopter Services – a new chapter begins


PLUS Expressways Berhad
93
Annual Report 2009

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.

With the acquisition of up to 74% stake in


our second Indian foray, Indu Navayuga
Infra Project Private Limited (“INIPPL”), we
have added another 173 lane-km to our
asset base. The highway with a total
length of 38.6 km represents the final leg
of National Highway No. 45 in the state of
Tamil Nadu. At the time of writing, more The completed toll plaza on the recently acquired Padalur-Trichy highway
than 95% of the stretch has been fully
completed and INIPPL is expected to
complete the remaining works by the
second quarter of 2010.

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

The fully integrated Traffic Monitoring Centre

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)

Smartcards are replacing


paper-based tickets under
the VRN project

PLUSRonda Mobile Reporting System highlighted in subscribers’ e-statements.


(“PROMPTS”) As at the end of December 2009, almost
We continue to tap the PLUSRonda Mobile 2,000 vehicles from a total of 17 fleet
Reporting System (“PROMPTS”) to enhance operators nationwide had subscribed to
the efficiency of real-time reporting PLUSTrack. As at 31 December 2009, total
between PLUSRonda, TMC and other PLUSTrack card usage stood at RM6.3
relevant departments. This fully online million. To further reward heavy corporate
REACHING FOR EXCELLENCE

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

2008, we have gone on to enhance the


usage of the electronic toll payment
system by implementing fully electronic
toll transactions at the Tanjung Kupang
Toll Plaza beginning September 2009.
This has helped reduce congestion,
enabled faster throughput and led to the
reduction of greenhouse gas emissions.

To reduce congestion and ensure the


smoother flow of traffic at the cash lane,
the Group is also tapping an in-house
developed hand-held device called
Portable Transaction At Lane (“PORTAL”).
With this device, toll supervisors are able
to immediately set up additional counters
for toll tellers to perform transactions,
thereby alleviating traffic congestion at
toll plazas. An enhanced version of The Tanjung Kupang toll plaza has fully migrated to the electronic toll payment system
PORTAL is currently being utilised to
handle electronic toll collection (“ETC”)
transactions. Maintenance-related Developments As-built drawings form a crucial part of
Our web-based Total Expressway our construction and maintenance process
To reduce toll operating expenditure and Maintenance Management System or Mini and our As-Built Drawings Archiving
improve toll processes, we have turned to TEMAN is a cost effective reporting tool Management System (“ADAMS”) helps us
our state-of-the-art Electronic Forms for which generates standardised reports archive these drawings safely in a
Toll (“EFFORT”) system. This dynamic user- relating to expressway asset management. paperless environment. An enhanced and
friendly web-based application not only As a testament to the innovation that is much more user-friendly ADAMS (Version
consolidates all toll-related electronic taking place within the Group, the 4.0) application was rolled out over the
forms but also provides ready online Malaysian Highway Authority has course of the year featuring better drawing
services such as plaza shift management recommended that our Mini TEMAN updates, search, view, retrieval and print
with online request-approve process, toll application be utilised by all toll road functionality.
reconciliation reports and consumables concessionaires as a tool to monitor their
stock-tracking. The EFFORT system is own highway assets. To date, 10 toll road
designed to be dynamic and robust since companies have purchased the system
huge numbers of user access it over very and we are continuing with our marketing
concentrated periods of time. To date efforts on the domestic front while
more than 3,000 users ranging from toll exploring the use of Mini TEMAN at our
tellers, supervisors, operation executives overseas subsidiaries.
as well as sectional and regional managers
access the EFFORT system daily from
some 89 toll plazas nationwide. We are
also exploring the potential of marketing
the EFFORT system to other toll
concessionaires who are still using The Mini TEMAN helps generate standardised
manual-based systems. reports
98 PLUS Expressways Berhad
2009 Annual Report

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

The Variable Message Sign (“VMS”) relays


real-time traffic information including
REACHING FOR EXCELLENCE

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.

Accident and Fatality Rate (In 100 Million Vehicle-Km Travelled)

Year 2005 2006 2007 2008 2009


Accident Rate 55 55 53 51 47
Fatality Rate 2.2 2.1 2.3 2.0 1.7
T r a ffic M a n a g e m e nt
Initiatives
As a result of these improvements together with the effective rollout of our 2009 Respect
Your Limits safety campaign aimed at heavy vehicle and bus drivers, the accident and The Group makes every effort to
fatality rate along the NSE has dropped to its lowest level in years. implement effective traffic management
strategies that ensure smooth traffic flow
and a more enjoyable customer
experience. Over the course of 2009, we
continued to implement proven measures
to better manage traffic flow along our
REACHING FOR EXCELLENCE

expressways as well as provide users a


hassle-free journey, especially over the
festive periods. The use of the Travel Time
Advisory (“TTA”) encourages NSE users to
travel at specific times for their outbound
and inbound journeys. By leveraging
on the TTA to implement capacity
PLUS’ innovative Travel Time Advisory receives the management activities, we have had great
thumbs up from Traffic Police Chief SAC II Dato’ success in distributing traffic evenly while
Abdul Aziz Yusof at a media briefing
still recording an overall increase in traffic
volume.

To enhance traffic management activities


during festive seasons, we also continued
to deploy the Headquarters Reserve Unit
(“HRU”) to selected toll plazas and RSAs
along the expressway, as well as have
cranes on standby to clear breakdown
The Travel Time Advisory was posted in the PLUS
and accident vehicles from the mainline.
website, distributed through leaflets as well as the
media
PLUS Expressways Berhad
101
Annual Report 2009

Our traffic management activities also


saw us continuing to leverage on the
PLUSMA service to relay pertinent traffic
information, while we also focused our
efforts in installing additional mainline
closed-circuit television (“CCTV”) cameras
at accident prone areas. To date, we have
40 CCTVs installed at strategic locations
along the highway to monitor traffic flow,
while another 1,660 CCTVs are installed at
toll lanes and toll plazas to monitor traffic
movement at these locations.

We are also making good progress with


another in-house innovation, our Mobile
Traffic Surveillance Services (“mTraffic”) Round-the-clock traffic surveillance through CCTVs

application which is set to provide live


streaming video and images of traffic
from surveillance cameras installed at
by incorporating an online payment
popular locations within Penang, Johor
facility as well as implementing direct
Bahru and the Klang Valley. mTraffic will
debit services for receipts. As such, our
enable better traffic management and
Treasury transactions are now more
help increase our brand equity.
secure, cycle times have been reduced,
operational risk have been minimised and
In addition to these activities, we also
operational costs reduced.
installed new toll equipment at the Kulai,
Hutan Kampung, Damansara and Jalan
The Group is currently undertaking an
Duta Toll Plazas in 2009 to mitigate traffic
exercise to install Point of Sales systems
congestion, increase ETC penetration and
(P.O.S) at all RSAs under PLUS’ purview.
enhance traffic management via lane
This will effectively ensure the
channelisation.
standardisation of food and beverages
prices at all RSAs along the NSE. The POS
systems will enable stall operators to
Other Enhancements
better monitor their cash flow and sales
While the implementation of the e-bidding as well as plan more effectively as they
procurement system for major will have more reliable and systematic
procurements has brought about tangible data in place. At the same time, customer
financial benefits and made procurement complaints about excessive prices can be
activities more transparent, we also monitored more effectively and addressed
undertook several measures to enhance quickly.
our Online Treasury System. In 2009, we
enhanced our desktop banking capability Enhanced customer service at PLUS Expressways
RSAs
102 PLUS Expressways Berhad
2009 Annual Report

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

In 2009, our technical training and Our staff undergoing site


exposure under the Personnel
motivational sessions were mainly
Exchange Programme with
conducted at the PLUS Training Centre Central Nippon Expressway
(“PTC”) and our panel hotel, while our Company Limited, Japan
executive and management level staff
continued to attend local and overseas
public programmes as well as programmes
organised by the UEM Learning Centre. In
2009, the PTC experienced an average
utilisation rate of approximately 73.2%.

In 2009, eight employees achieved Six


Sigma Black Belt certification while one
employee was awarded the Green Belt. focused on the sharing of lessons learnt employees. In addition, platforms like
Besides the financial and productivity from publications and surveys, product Sepetang dengan Pengarah Urusan (“An
benefits derived from these initiatives, Six and service presentations as well as from Evening with the Managing Director”), the
Sigma is also helping drive the training sessions, personal achievements Chief Operating Officer Dialogue, our
development of potential leaders and and project experiences. Our sessions also Human Resource Dialogue Sessions and
fostering stronger team integration. included technical talks jointly organised the Senior Manager Dialogue were
with the Institution of Highways & opportunities for Management to obtain
Our Personnel Exchange Programme with Transportation (“IHT”) as well as seminars employees feedback to enhance the
the Central Nippon Expressway Company and conferences relating to innovation, Group’s operational efficiency.
Limited of Japan too is proceeding well, logistics, quality, productivity and
with the initial two candidates selected to performance management, among others. To strengthen and maintain sound
undergo training in Nagoya having We also held monthly tea talk sessions industrial relations, we continued to
successfully completed their stint. This where subject matter experts from engage with the Unions to discuss issues
programme is helping both companies government agencies and the private of common concern through Quarterly
identify and address the technology and sector were invited to share their expertise Joint Consultative Council meetings. The
expertise gaps in our respective and insights on various topics beneficial speed at which issues are resolved
companies. to our employees. underscores the cordial relationship the
Group has with the Unions.

Knowledge Sharing Employee Engagement


Over the course of the year, we initiated In ensuring workforce performance was in
several knowledge-sharing sessions to line with the strategic needs of the
keep our workforce abreast of industry business, we continued to engage with
developments while reinforcing their our employees at all levels on a regular
experiential learning. We view knowledge basis. To keep our employees updated on
sharing as a vital platform for capturing the Group’s performance, the Management
and sharing a community’s collective Team conducted quarterly briefings for all
expertise which in turn helps fulfil our employees at their respective locations.
people development requirements. Our This platform was also used to cascade
knowledge sharing sessions in 2009 the Group’s expectation down to all The Group maintains good rapport with staff
unions
104 PLUS Expressways Berhad
2009 Annual Report

Developing
Human Capital and Organisation (continued)

Key Performance Indicators


Key Performance Indicators (“KPIs”) form
the cornerstones of the Group’s
organisational and employee performance.
Upon the Key Strategic Plan being
formulated in line with our Vision, Mission
and the Group’s business direction, KPIs
are cascaded down throughout the length
and breadth of our organisation for
implementation by departments and
employees. The Corporate Scorecard or
the Balanced Scorecard method, are used
to track financial and non-financial drivers
of performance. Employees are appraised Teaching techniques at the CDC employ the Montessori approach
based on how well they perform in
accordance with their individual scorecards
with the KPIs agreed upon at the
beginning of each year. These KPI
achievements also form the basis by
which employees at all levels are rewarded.
To facilitate performance monitoring, we
REACHING FOR EXCELLENCE

have put in place Q-Radar, a dashboard


monitoring system that tracks and
monitors individual, departmental and
corporate KPIs.

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

Prime Minister in January 2010 is a


tangible representation of this
commitment. Aside from the complex’s
operational aspects, the disabled-friendly
Persada PLUS complex houses a host
of facilities such as the PLUS Child
Development Centre (“PLUS CDC”),
gymnasium and mini-stadium that cater
to the needs of our staff and their families.
The complex’s spacious and conducive
PLUS Expressways Berhad
105
Annual Report 2009

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

Training sessions are conducted in more conducive surroundings


within the Persada PLUS Complex
106 PLUS Expressways Berhad
2009 Annual Report

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.

Children from an orphanage lend their


enthusiastic support for MUFORS
PLUS Expressways Berhad
107
Annual Report 2009

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.

Targeting all Malaysians regardless of


race, age or gender, the 2009 MUFORS
campaign leveraged on social media
platforms to kick-start a people’s
movement for road safety. Malaysians
were able to submit their pledges to the
campaign website (http://www.090909.
org.my), participate in an opinion poll on
the top five annoying habits of Malaysian
Deputy Education Minister, Dr Haji Mohd Puad bin Zarkashi (second from right) presents a mock cheque and
drivers, as well as submit any “rants or award to the winner of the National School Mural Competition
108 PLUS Expressways Berhad
2009 Annual Report

Reinforcing Our
Reputation (continued)

and World finals. Suhaizarul Suhaizat who


was discovered through the Formula PLUS
Talent Search programme, went on to win
the Red White Sangari Rotax Invitational
Kart Prix 2009 beating 34 international
competitors. Our go-kart ambassador,
Nabil Jan Al-Jefri, the current Asian karting
champion, finished a respectable sixth in
the World Rotax Max Grand Finals. We
continued our sponsorship of the A1
Team Malaysia in the A1 GP World Cup of
Motorsport Series which also provided us
PLUS Managing Director presents prizes to winners of the multiple branding opportunities. Today,
Formula PLUS Merdeka Media Go-Kart Endurance Challenge PLUS-sponsored motorsport personalities
such as Fairuz Fauzy, Aaron Lim and Alex
Yoong serve as our brand ambassadors
and as spokespersons for our road safety
Motorsport Developments campaigns and public service
In 2009, we continued our association announcements.
with motorsport as it has proven to be an
effective platform to reach out to grassroot
audiences. Our Speedway PLUS Circuit “Rebung Project”
REACHING FOR EXCELLENCE

which serves to promote motorsport Our “Rebung Project” is a collaborative


activities in a safe environment, is helping effort with the Institute of Integrity
make the sport more accessible to the Malaysia and MARA Junior Science
masses and helping develop an entire Colleges (“MRSM”) to inculcate a sense of
generation of disciplined and skilled integrity and teamwork among the
drivers. In 2009, we introduced the younger generation. The project also
Formula PLUS Talent Search and Formula exposes them to the workings of our
PLUS Inter-School Go-Kart Competition to operations and teaches them how to
Selangor, Perak, Melaka and Kedah which interact with the community. In 2009,
saw active participation from some 500 some 100 students from the MRSM
students. underwent integrity and teambuilding
training through spending half-day
The year also saw PLUS participating in sessions assisting stall operators at the
the PLUS Rotax Max Challenge Malaysia Machap Rest and Service Area (“RSA”).
2009 as its title sponsor and sponsoring These students also participated in a half-
young local talents under the banner of day session on road safety awareness with
Team PLUS Motorsports. Our sponsored a local community in Batu Pahat, Johor.
drivers delivered impressive wins in this
race and went on to compete in the Asian
PLUS Expressways Berhad
109
Annual Report 2009

orphanages, organising gotong-royong


activities, and initiating regular dialogue
with villagers. We also proactively
supported moreh, korban and ramadhan
activities as well as contributed towards
school activities. These efforts have gone
a long way in reinforcing our ties with
many communities while helping alleviate
incidents of stone throwing, vandalism
and open burning near our highways.

To ensure the wellbeing of the


communities living near our expressway
facilities, we continue to supplement their
livelihood by offering local entrepreneurs
affordable rental rates at our RSAs. Our
assistance also extends to training on
food preparation, hygiene and customer
PLUSMiles booth receives good response at exhibitions and roadshows service and other activities which are
helping turn many of the outlet operators
at our RSAs into successful entrepreneurs.

PLUSMiles Cards for the Disabled


As part of our focus on impacting Enhancing Our Brand
communities, we reached out to some
Customer Incentive Programmes
8,500 disabled people by providing
As a customer-centric organisation
PLUSMiles loyalty cards with a pre-paid
continuously looking to provide added
value of RM100 each. Each card was
value to expressway users, we continue to
equipped with a Touch ‘N Go feature to
implement several customer incentive
pay for public transport, tolls, selected
programmes. Class I vehicles have
parking bays and purchases at participating
benefited from the daily discounts
food outlets.
provided by incentive programmes like
the PLUS Travel Incentive (“PTI”).

Other Community Initiatives


At the end of 2009, close to 26 million
PLUS Expressways is a corporation with
Class 1 vehicles had benefited from the
the means and the desire to make a real
PTI while some 7.5 million buses had
difference. As such we are always looking
benefited from the discounts provided.
for opportunities to enrich and elevate
As of 31 December 2009, the Group has
the wellbeing of the communities we
disbursed discounts amounting to some
operate in. In 2009, we focused our efforts
RM18 million in the PTI.
on making a difference by continuing to
support special interest groups and
110 PLUS Expressways Berhad
2009 Annual Report

Reinforcing Our
Reputation (continued)

sense of confidence among local and


overseas investors and industry players
and providing them a sense of our
strength and capabilities.

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

PLUS Expressways RSAs and laybys

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

On top of this, we invited members of the


media on media tours of our upgraded
RSAs, Persada PLUS, the through-traffic
project and PLUSRonda operations to
provide them with a better understanding
of these facilities and the way we run our
operations. We also conducted media
briefings and conferences pertaining to
our preparations for meeting the expected
festive season surge of traffic as well the
other activities taking place within the Journalists trade their peers for helmets in the annual PLUS FC players conduct coaching clinics
Group. Moreover, we carried out social Formula PLUS Merdeka Media Go-Kart Endurance during off season
Challenge
activities including a go-kart challenge as
well as berbuka puasa and Hari Raya
Aidilfitri open house events with media
representatives to strengthen our working
relationships and enhance rapport with
them. We also undertook the sponsorship
of media-related sporting events and
other media agency activities. These
engagements helped strengthen our good
relationship with the media and resulted
in mainly positive coverage throughout
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)

Awards and Accolades comprehensive operational controls,


As a testament to the many effective and utilise the appropriate technology, as well
exciting initiatives that took place within as implement sustainable maintenance
the Group in 2009, we continued to and construction activities. To help us
garner a host of awards and accolades for comply with prevailing environmental
our various achievements from a variety regulations in Malaysia, we employ a
of parties, the details of which are structured Environmental Management
highlighted in pages 12 to 13 of this System (“EMS”) that is systematically
annual report. monitored.

Reinforcing Sustainable Reducing Greenhouse Gas Emissions


Development To reduce the effect of harmful vehicle
Systematic Environmental Management exhaust emissions, in particular greenhouse
Deputy Works Minister Dato’ Yong Khoon Seng
(centre) launches the first ever toll expressways As an organisation that cares for our gas (“GHG”) emissions, from the 1.3 million
conference in the region, PIECE 2010 customers and the environment and in vehicles that ply our expressways daily,
line with our aim of building a sustainable we have introduced various initiatives to
business, PLUS Expressways is committed reduce congestion at our mainline and
to ensuring that our business practices toll plazas. In 2009, our efforts to reduce
PIECE 2010
conform to environmental regulations this congestion and GHG emissions saw
To bolster PLUS Expressways’ position as
and best practices. As such, we have us achieving 51% of our toll collections
a premier expressway group and to
established an Environmental Policy that via electronic means (including the use of
REACHING FOR EXCELLENCE

extend our reach into the global


advocates business practices, products SmartTAG, Touch ‘n Go and PLUStrack).
marketplace, we organised the PLUS
and services that are environmentally The completion of modification works for
International Expressway Conference &
friendly and sustainable. To preserve our through-traffic between Ipoh Selatan and
Exhibition 2010 or PIECE 2010. This
environment and to enhance our Jelapang too has helped ease traffic
collaboration with the Malaysian Ministry
management of air, water, sound and soil congestion and reduced exhaust
of Works and other prominent partners
pollution, we continue to implement emissions.
took place in early April 2010 in Kuala
Lumpur. PIECE 2010 had the distinction of
being the first conference in the Asia
Pacific region devoted exclusively to
tackling issues faced by toll expressway
industry players. It provided a platform for
industry players throughout the world to
meet, share experiences and build
business networks.

PLUS greens its


expressways to reduce
the effects of air pollution
PLUS Expressways Berhad
113
Annual Report 2009

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.

To minimise the adverse impact of our


operations on the environment, we track Regular slope monitoring prevents pollution of natural water courses
the waste generated and collected from
our expressway facilities. We provide
waste bins at strategic locations at all our
rest stops and along our highway network, Exploring Environmental Friendly Spreading Environmental Consciousness
while cleaners are engaged to maintain Materials All our employees, stall operators and
the cleanliness of our facilities at regular As the largest toll expressway operator in contractors are aware of the need to
intervals. Waste generated at each site is Southeast Asia and one of the largest in conform to the requirements of our EMS.
collected onsite and contractors collect the world, we are currently utilising huge They are also aware of the responsibility
and transport the waste daily to local amounts of bitumen in our construction they have to monitor and control all
council landfill areas. activities. However, we are mindful of the activities that impact upon the
need to explore more environmentally environment. As we encourage our
As part of the year’s maintenance activities, friendly materials and equipment and our employees to become active agents of
we undertook on-foot and aerial Research Division is currently looking into sustainable and equitable development,
inspections to ensure all slopes were this. As and when suitable materials are we also endeavour to inculcate a sense of
maintained to minimise sediment flow identified, the Group will implement pilot environmental consciousness among our
into natural water courses. Slopes were projects to assess the benefits and expressway users and business partners.
also inspected periodically to assess the economic viability of these materials. Going forward, the Group will focus on
need for preventive and curative achieving its environmental improvement
maintenance works. objectives and targets, while continuing
to enhance our EMS and environmental
protection practices.
114 PLUS Expressways Berhad
2009 Annual Report

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

PLUS Expressways Berhad’s new headquarters: PERSADA PLUS

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

Enterprise Risk Management 130

Code of Business Ethics 133

Statement on Internal Control 134

Statement of Additional Compliance Information 138

Audit Committee Report 139

Management Control Policy 145


118 PLUS Expressways Berhad
2009 Annual Report

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 is fully dedicated in ensuring that the Board Composition


structure and procedures to support excellent The Board has nine (9) directors comprising one (1)
corporate conduct will continue to exist, not only in Executive member and eight (8) Non-Executive
their present form, but will continually be enhanced members, three (3) of whom are independent.
and fortified. A brief profile of each Director is set out on pages
50 to 60 of this Annual Report.
This statement sets out the commitment of the
Board towards the principles of good corporate The Independent Non-Executive Directors play an
governance and the extent to which it has complied important role in:
with the best practices of the Code on Corporate • Ensuring that the strategies proposed by the
Governance (Revised 2007) (“Code”) throughout the Management are analysed and deliberated.
financial year ended 31 December 2009.
• Representing the interests of not only the
minority shareholders, but also of employees,
customers, suppliers and other stakeholders.
a. THE BOARD OF DIRECTORS
• Providing an objective and independent view to
EXPANDING GOOD PRACTICES

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

Roles of Chairman and Managing Director Board Appraisal Process


The roles of the Non-Independent Non-Executive In line with the Malaysian Code on Corporate
Chairman, Tan Sri Dato’ Mohd Sheriff Mohd Kassim Governance, the Board has implemented a process
and the Managing Director, Noorizah Hj Abd Hamid carried out by the Nominations and Remuneration
are separate with clear distinction of responsibilities Committee for the annual assessment of the
between them. effectiveness of the Board and its committees as
well as contributions of each Director.
The Chairman is responsible in ensuring the integrity
and effectiveness of the Board in all aspects of its The assessment is being carried out by way of an
role and agenda, as well as providing effective Assessment Survey Form that is to be completed by
communication channel for the Board to express each Director. The form covers areas of Board
views on the Managing Director and management. Structure, Board Meetings, Board Papers, Board
The Managing Director is responsible for the Communication, Strategic Planning, Performance
implementation of broad policies approved by the Management, Human Capital Management, Risk
Board and she is obliged to report and discuss at Management, Overall Comments, Directors’ Self and
board meetings all material matters currently or Peers Evaluation and Board Committees. A summary
potentially affecting the Group and its performance, of the findings is presented to the Nominations and
including all strategic projects and regulatory Remuneration Committee for its review and the
developments. Committee will then recommend improvement
action plans before being presented to the Board for
final deliberation and approval.
Conflict of Interest
The Directors have a continuing responsibility to
determine whether they have a potential or actual Board Responsibilities
conflict of interest in relation to any matter, which The Board retains full and effective control of the
comes before the Board. The Company and the Company. This includes responsibilities in determining
Group have adopted a process whereby each the Company’s overall strategic direction, the
Director is required to make written declarations development and management of the Group’s
whether they have any interest in transactions tabled businesses as well as reviewing the adequacy and
at regular board meetings of the Group. effectiveness of the internal control system of the
Company and the Group as a whole. The Board is
also responsible in identifying principal risks and
Board Appointment Process ensuring the implementation of the appropriate
The Company has in place formal and transparent systems to manage these risks.
procedures for the appointment of new Directors.
These procedures ensure that all nominees to the Key matters, such as approval of annual and interim
Board are first considered by the Nominations and financial results, material acquisitions and disposals,
Remuneration Committee taking into account the material agreements, major capital expenditures,
required mix of skills and experience and other budgets, the Key Performance Indicator, the
qualities, before making a recommendation to the Corporate Scorecard, long-term plans and succession
Board and major shareholders. planning for the top management are reserved for
the Board’s deliberation and decision making.
For the benefit of newly appointed directors, an
induction programme is conducted in order for The Board, as a whole, oversees the responsibility
them to familiarise and understand the Group’s for developing and revising the Group’s strategies.
operations and affairs. The Managing Director is responsible for making
and implementing operational decisions generally
120 PLUS Expressways Berhad
2009 Annual Report

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 in Companies


Each Director of the Company holds not more than ten (10) directorships in public listed companies and not more than fifteen (15)
directorships in non-listed companies as defined and in accordance with the Bursa Securities Listing Requirements. Compliance with
the Bursa Securities Listing Requirements in this respect ensures that the Directors are able to commit sufficient time and resources
to effectively discharge their responsibilities to the Company. Details of directorships of each Director are as follows:

Number of Directorships
EXPANDING GOOD PRACTICES

In Listed In Non Listed


No. Name of Director Status Company Company

1 Tan Sri Dato’ Mohd Sheriff Mohd Non-Independent Non-Executive Chairman 3 5


Kassim

2 Dato’ Mohd Izzaddin Idris Non-Independent Non-Executive Deputy 3 7


Chairman

3 Noorizah Hj Abd Hamid Managing Director 1 1

4 Hassan Ja’afar Non-Independent Non-Executive Director 1 1

5 Dato’ Mohamed Azman Yahya Non-Independent Non-Executive Director 6 8

6 Tan Sri Datuk K. Ravindran Senior Independent Non-Executive Director 1 9

7 Quah Poh Keat Independent Non-Executive Director 5 3

8 Datuk Seri Panglima Mohd Annuar Independent Non-Executive Director 3 6


Zaini

9 Dato’ Seri Ismail Shahudin Non-Independent Non-Executive Director 5 5


PLUS Expressways Berhad
121
Annual Report 2009

Board Meetings • Board effectiveness assessment,


The Board met seven (7) times for the financial year • Local and foreign investment opportunities, and
ended 31 December 2009 where it deliberated on
• Status and progress updates – existing projects
and considered various matters including but not
in Indonesia and India (including but limited to
limited to:
operations and financial updates).
• The Group’s financial and operational
performance, The Board is allowed to conduct its meeting by way
• Budgets and dividends, of tele-conferencing as provided in Article 57B of
• Annual Report, the Company’s Memorandum of Association. Prior to
Board meetings, the Board is furnished with sufficient
• Related party transactions and recurrent related
and appropriate quality information from the
party transactions,
Management and, where necessary, third party
• Strategic Plan for the Group (2010-2015), Annual consultants are engaged to advise the Board on the
Operating Plan 2010, Corporate Scorecard and matter to enable the Board to effectively discharge
Target Headlines Key Performance Indicator for their responsibilities. All proceedings of the Board
financial year 2009-2010, meetings are recorded.

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)

* The total number is inclusive of meeting attended via tele-conference.


122 PLUS Expressways Berhad
2009 Annual Report

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

The training status of Directors as at 31 December 2009, are as follows:

No. Name of Director List of Training/Conference/Seminar/Workshop Attended

1 Tan Sri Dato’ Mohd 1. Financial Institutions Directors Education Programme.


Sheriff Mohd Kassim 2. Annual Directors’ Conference Call.
3. High Level Conference 2009.
4. Islamic Banking – Masterclass for Islamic Banks Board of Directors.
5. Basel II Workshop.
6. Invitation to the Launch of the PIDM’s Annual Report 2008 and Annual Dialogue.
7. Effective Media Communications and Spokesperson.
8. BNM Financial Industry Conference.
9. Islamic Financial Services Board Public Lecture and Bank Negara Malaysia High Level Conference
Policy and Stability.
10. UEM Directors Gathering.

2 Dato’ Mohd 1. UEM Group Board Strategy Forum Planning 2010-2015.


Izzaddin Idris 2. Forbes Global CEO Conference, KL.
3. Khazanah Megatrends Forum, KL.
4. UEM Directors Gathering.
PLUS Expressways Berhad
123
Annual Report 2009

No. Name of Director List of Training/Conference/Seminar/Workshop Attended

3 Noorizah Hj Abd 1. Seminar on Investment and Opportunities in Syria Arab Republic.


Hamid 2. Global Financial Crisis, KL.
3. World Islamic Economic Forum (WIEF), Jakarta.
4. Emotional, Spiritual and Quotient (ESQ).
5. CLSA Corporate Access Forum, Singapore.
6. UEM Group Board Strategy Forum Planning 2010-2015.
7. Forbes Global CEO Conference, KL.
8. Khazanah Megatrends Forum, KL.
9. APEC CEO Summit 2009, Singapore.
10. MINDA Directors Forum 2009 – Board Response to Turbulent Times.
11. UEM Directors Gathering.

4 Hassan Ja’afar 1. IMD Business Forum: Leading Change in Times of Uncertainty.


2. SIDC Non-Executive Director Development Series, Entitled Is It Worth The Risk?
3. MINDA Directors Forum 2009 – Board Response to Turbulent Times.
4. UEM Directors Gathering.

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.

7 Quah Poh Keat 1. Financial Institution Directors Education Programme.


2. Corporate Governance Guide Towards Boardroom Excellence.
3. High Performance Board.
4. BDO Tax Seminar.
5. Financial Industry Conference.
6. UEM Directors Gathering.

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.

* Attendance as Guest Speaker.


124 PLUS Expressways Berhad
2009 Annual Report

Statement of
Corporate Governance (continued)

Re-election of Directors b. BOARD COMMITTEES


The Company’s Articles of Association provides that The Board has delegated specific responsibilities to
one-third (1/3) of the Directors in office for the time three (3) committees i.e. Audit Committee,
being, or if their number is not three (3) or a multiple Nominations and Remuneration Committee, and
of three (3), then the number nearest to one-third Investment Committee. These Committees have
(1/3), are subject to retirement by rotation at each clearly defined terms of reference to assist and
Annual General Meeting (“AGM”) and shall be eligible support the Board in its responsibility to oversee the
for re-election. The Directors longest in office since Company’s operations and to make the necessary
their last election shall retire from office at the recommendations relating thereto for the Boards’
forthcoming AGM and shall be eligible for re-election. consideration. At all times, the ultimate responsibility
Directors who are over 70 years of age are required for the final decision on all matters, lies with the
to submit themselves for re-appointment and Board.
re-election annually in accordance with Section
129(2) and Section 129(6) of the Companies Act,
1965. Details of the Directors seeking re-election and
re-appointment at the forthcoming AGM are
disclosed in the Notice of the AGM on pages 4 to 7
of this Annual Report.

(i) Audit Committee


The composition of the Audit Committee and the attendance of members at six (6) Audit Committee meetings held during the
year are as follows:

Name of Director Status Meeting Attendance


EXPANDING GOOD PRACTICES

Quah Poh Keat Independent Non-Executive Chairman 6/6

Tan Sri Datuk K. Ravindran Senior Independent Non-Executive Director 6/6

Datuk Seri Panglima Mohd Annuar Zaini Independent Non-Executive Director 2/3*
(Appointed w.e.f. 28 May 2009)

Geh Cheng Hooi Senior Independent Non-Executive Chairman 2/3


(Resigned w.e.f. 4 June 2009)

YM Professor DiRaja Ungku Abdul Aziz Independent Non-Executive Director 2/2


Ungku Abdul Hamid
(Resigned w.e.f. 5 May 2009)

* The total number is inclusive of meeting attended via tele-conference.

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

(ii) Nominations and Remuneration Committee


On 23 June 2009, the Nominations Committee and Remuneration Committee were combined to effectively assist the Board in
reviewing the performance of Senior Management and Directors. The combined committee now known as Nominations and
Remuneration Committee is also responsible in recommending to the Board, the appointment of new directors, after due
consideration of their skills, knowledge, expertise, experience, professionalism and integrity. It also reviews and recommends to
the Board annual increments, bonus and ex-gratia payment for the Managing Director, and if instructed by the Board, reviews
proposals for the remuneration packages of each member of the Company’s Board Committees.

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

Nominations Remuneration Combined


Name of Director Status Committee Committee Committee

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

Quah Poh Keat Independent Non-Executive Director NA NA 1/1

Geh Cheng Hooi Senior Independent Non-Executive 0/1 NA NA


(Resigned w.e.f. 4 June 2009) Director

Dato’ Ahmad Pardas Senin Non-Independent Non-Executive NA 2/2 NA


(Resigned w.e.f. 4 June 2009) Director

Hassan Ja’afar Non-Independent Non-Executive NA 2/2 NA


Director

Note: NA – Not Applicable

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)

(iii) Investment Committee


The composition of Investment Committee and the attendance of members at Investment Committee meetings are as follows:

Name of Director Status Meeting Attendance

Tan Sri Dato’ Mohd Sheriff Mohd Kassim Non-Independent Non-Executive Chairman 5/5

Dato’ Mohd Izzaddin Idris Non-Independent Non-Executive Deputy Chairman 2/2


(Appointed w.e.f. 14 August 2009)

Noorizah Hj Abd Hamid Managing Director 5/5

Dato’ Mohamed Azman Yahya Non-Independent Non-Executive Director 5/5

Dato’ Seri Ismail Shahudin Non-Independent Non-Executive Director 2/2


(Appointed w.e.f. 23 June 2009)

Dato’ Ahmad Pardas Senin Non-Independent Non-Executive Deputy Chairman 3/3


(Resigned w.e.f. 5 June 2009)

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.

Annual Report and Annual General Meeting


The annual report is the key channel of communication Website Information
with shareholders and investors which incorporates The Group’s website, www.plus.com.my is an
comprehensive and sufficient details about financial effective medium of communication and source of
results and activities of the Group throughout the information to shareholders and the general public
year. As part of cost-saving initiatives and in support by providing comprehensive and up-to-date
of the government’s effort to increase IT awareness information on PLUS Expressways and all its
among members of the public, the Group has subsidiaries. The website is being updated regularly
initiated the despatch of its annual report in to include all relevant financial and operational
electronic form (“CD”) to shareholders. A summary information on a timely basis.
of financial data, notice of AGM and other information
is distributed together with the CD to shareholders.
Shareholders may also request for printed copies of e. Accountability and Audit
the annual report in either the English or Bahasa In presenting the annual financial statements and
EXPANDING GOOD PRACTICES

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.

Statement On Internal Control Financial Reporting


The Statement on Internal Control is set out in The Board aims to provide and present a balanced
pages 134 to 137 of the Annual Report. It provides and meaningful assessment of the Company’s
an overview of the internal control environment of financial performance primarily through the annual
the Group. financial statements and quarterly announcements
of the results to the shareholders as well as the
Chairman’s Statement and review of operations in
Relationship With The Auditors the annual report.
An appropriate relationship is maintained with the
Company’s Auditors through the Audit Committee
and the Board of Directors. The Audit Committee f. Compliance Statement
has been explicitly accorded the power to For the financial year ended 31 December 2009, the
communicate directly with both the external and Company has complied with the principles and best
internal auditors. practices as set out in the Code.

The Audit Committee meets with the external and


internal auditors to discuss the audit plan, annual g. ADDITIONAL COMPLIANCE
financial statements and their audit findings. The INFORMATION
Audit Committee maintains a formal yet open and The Statement on Additional Compliance Information
transparent relationship with the external auditors is set out in page 138 of this Annual Report.
and is at liberty to request for a meeting at their
discretion.
130 PLUS Expressways Berhad
2009 Annual Report

Enterprise
Risk Management

By virtue of PLUS Expressways being an


expressways concessionaire operator, our
businesses have unique risks that are
specific to our industry. We recognise the
fact that these risks must be effectively
managed to ensure long-term growth
and enhancement of shareholder value.
As such, the Group adopts a
comprehensive risk management
framework that includes effective risk
management policies, visible objectives, Risk Management Policy
The Group’s Risk Management Policy advocates that adequate and
clear lines of responsibility and
effective risk management processes and practices be set in place
accountability as well as an efficient to enable us to achieve our business objectives. It also provides
reasonable assurance to the Board and other stakeholders of the
framework of procedures and reporting adequacy of the state of internal control of the Group and our
guideline. Our risk management system is ability to increase shareholder value and confidence.

also linked to the Group’s internal control


Key objectives of the policy
EXPANDING GOOD PRACTICES

system, thus providing us an efficient and


Our Risk Management Policy aims to enhance the decision making
reliable decision making tool.
process within the Group in order for our strategic objectives to
be fulfilled. It also aims to optimise returns to shareholders while
taking into account the interests of other stakeholders.
The 2009 Risk Register was approved by
the Board of Directors in April 2009 for The Policy ensures that we undertake appropriate and timely
responses to changes in the operating environment that may
adoption by the Group. impact the Group’s ability to achieve its objectives. It seeks to
improve the Group’s operating performance and to reduce the risk
of material misstatement in official announcements and financial
statements.

It helps create a risk-attuned environment to safeguard the Group’s


assets and helps us maintain our reputation. Finally, it ensures that
we are continuously in compliance with corporate governance
best practices and the relavant laws including Bursa Malaysia’s
Listing Requirements.
PLUS Expressways Berhad
131
Annual Report 2009

Risk management structure Role of the risk management steering


The following diagram outlines the risk management committee
structure that is in place at PLUS Expressways. The Risk Management Steering Committee (“RMSC”)
is chaired by the Managing Director. Its members
are appointed from the senior management team
PLUS Expressways Board of Directors and its covers all divisions and relevant departments.
The RMSC is to review the validity of the identified
risks and ensure that actions to mitigate the risks are
being implemented.
PLUS Expressways Audit Committee
The RMSC is also responsible for the following
activities:

• Agreeing on the procedures and reporting


Risk Management Steering Committee formats of the risk management processes;

• Reviewing the adequacy and effectiveness of the


risk management framework;
Risk Management Working Committee • Undertaking regular “gap analysis” in order to
identify gaps in internal controls;

• Ensuring the Board and Management receive


adequate and appropriate information for
Role of the board of directors purposes of decision making and review
The Board is tasked with sanctioning the Group’s respectively;
risk management objectives and policy. It is to
• Communicating and providing a reference point
provide stewardship by identifying and
for dissemination and feedback on the Group
acknowledging the principal risks identified by Risk
risk management policies and procedures;
Management Steering Committee and ensuring the
implementation of an appropriate system to manage • Commissioning, where required, special projects
these risks. The Board also reviews the adequacy to investigate, develop or report on special
and integrity of our internal controls and management aspects of the risk management processes of the
information system to ensure compliance with the Group; and
applicaple laws, regulations, rules, directives and
• Presenting risk progress reports on risk
guidelines. The Board also considers the nature and
management to the Audit Committee and
extent of risk acceptable to the Group as well as
Board.
evaluates the risk implications.

Role of the risk management working


Role of the audit committee
committee
The Audit Committee’s role is to implement and
The Risk Management Working Committe (“RMWC”)
support the overseeing function of the Board’s role
is chaired by the Risk Management Coordinator
in risk management. It reviews the Risk Management
(Chairman) and its members include Heads of
Steering Committee’s periodic reports as well as
Divisions and Heads of Departments covering all
highlights any changes to the Group’s risk profile.
areas.
132 PLUS Expressways Berhad
2009 Annual Report

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.

RISK MANAGEMENT PROCESS


There are six steps within the risk management process. Within each stage, there are distinct decisive factors to consider before the
next stage is reached:

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

The Group is committed to maintaining the


highest standards of business ethics. As our
employees serve the public in our daily
operations, it is imperative that they conduct
themselves in a manner that reflects the CODE OF CONDUCT
Company’s values. Responsible and Our Code of Conduct (“the Code”) governs the professional
conduct of our employees and outlines their responsibilities to the
transparent behaviour on the part of our Group in performing their duties. The various policies and
employees also helps enhance the Group’s guidelines within the Code spell out the standards and ethics that
all employees are expected to adhere to in the course of their
reputation while building goodwill with the work. It highlights the Group’s expectations of their professional
public. To avoid any reputational risk, we conduct which includes good attendance, punctuality and
appearance, and prohibits instances of alcohol and drug abuse as
have embarked on a series of initiatives that well as sexual harrassment.
sets the foundation for strong ethical and
The Code of Ethics within the Code covers issues pertaining to
responsible behaviour in our organisation. employee commitment and confidentiality, insubordination and
inefficiency, public statements and appearances, and conflicts of
interest. The Code of Ethics also touches upon issues such as gifts
or favours, entertainment, personal solicitation and graft.

The Code is designed to maintain discipline and order in the work


place among employees of all levels. It also sets out the
circumstances in which such employees would be deemed to have
breached the Code and the disciplinary actions that can be taken
against them.

WHISTLE BLOWER POLICY


A Whistle Blower Policy was introduced in 2009 to provide a
platform for employees to report instances of unethical behaviour,
actual or suspected fraud or dishonesty, or a violation of the
Company’s Code of Conduct or Ethics Policy.

The Whistle Blower Policy includes protection for the whistleblowers


from any reprisals as a direct consequence of making such
disclosures. It also covers the procedures for disclosure, investigation
and the respective outcomes of such investigations.

The Group expects its employees to act in the Group’s best


interests and to maintain high principles and ethical values. The
Group will not tolerate any irresponsible or unethical behaviour
that would jeopardise its good standing and reputation.
134 PLUS Expressways Berhad
2009 Annual Report

Statement on
Internal Control

The Board of Directors (“Board”) acknowledges and affirms the


importance of sound internal control and risk management practices
to enable good corporate governance. Taking cognisance of the
above, the Board ensures that the said practices are implemented on
Group wide basis including local and overseas subsidiaries. The Board
is ultimately responsible and accountable for the overall system of
internal control and risk management, which includes the establishment
of an appropriate system as well as the review of its effectiveness and
integrity.

In view of the limitations inherent in any system of Control Environment


internal control, such a system is designed to The internal control mechanism is embedded in the
mitigate rather than eliminate risks of failure to various work processes and procedures at appropriate
achieve corporate objectives. Accordingly, the system levels in the Group. The work processes and
provides reasonable and not absolute assurance procedures are documented in the Group’s Standard
against material error, misstatement or loss. The Operating Manuals which has been certified to be in
system of internal control covers, inter alia, risk conformance with ISO 9001:2008 Standards. These
management, financial, operational and compliance
EXPANDING GOOD PRACTICES

manuals assist in ensuring continuity of work practice


controls. and effective control of various tasks. As a result, a
structure for an organisation wide control has been
The Board confirms that the system of internal established throughout the Group. Continuous
control of PEB Group was in place during the efforts are also being undertaken by the heads of
financial year. The system is subject to regular review departments to review and update the manuals
by the Board. regularly or when it is deemed necessary, aiding in
the successful implementation of internal controls.
Key elements of the Group’s internal control system,
including the processes in place to review its
adequacy, are as follows: Human Resource Management
The Group believes that the key strategy to maintain
Organisational Structure
business growth in an environment of intense
The Group has a well-defined organisational structure competition is to enhance the operational efficiency
that is aligned to its business and operational and productivity of human capital. Thus, formal
requirements and each strategic operating function appraisals guided by Key Performance Indicator
is headed by a responsible Divisional or Departmental (“KPI”) parameters provide a framework to translate
Head. Clear lines of accountability and responsibility, and align the strategy of human capital development
approval, authorisation, and control procedures to the PLUS Expressways Berhad Group Strategic
have been laid down and communicated throughout Plan and is being used as a performance measurement
the Group. tool. The Group continued to emphasise on the
PLUS Expressways Berhad
135
Annual Report 2009

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

1. Review the operational activities and verify that c. Stall Operations


the principal objectives are aligned to overall d. P r o c u r e m e n t a n d M a n a g e m e n t o f
Group’s objectives. Promotional Items
EXPANDING GOOD PRACTICES

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.

7. Recommend appropriate controls to overcome 3. Financial


deficiencies and enhance Group operations. a. Balance Sheet Review on ELITE, LINKEDUA
and BKE
8. Evaluate procedures in place to safeguard
Group’s assets.
4. Customer Service
a. PLUSMiles Loyalty Program
PLUS Expressways Berhad
137
Annual Report 2009

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.

Recurrent Related Party Transactions


(“RRPT”) Statement Variation in Results
The Company had, during the last AGM held on The Company did not issue any profit forecast for
4 June 2009 obtained a general mandate from its the financial year ended 31 December 2009. As such,
shareholders to enable the Group in their ordinary no commentary is made on variation in results.
course of business, to enter into recurrent transactions
of a revenue or trading nature with related parties
which are necessary for its day-to-day operations, on Profit Guarantee
terms not more favourable to the related party other
The Company did not issue any profit guarantee for
than those generally available to the public and are
the financial year ended 31 December 2009.
not to the detriment of the minority shareholders
(“RRPT Mandate”).
EXPANDING GOOD PRACTICES

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

2 CONSTITUTION Summary of attendance of the members at the


The Audit Committee of PLUS Expressways respective Audit Committee meetings were as
Berhad (“PLUS Expressways” or “the Company”) follows:
was established by the Board of Directors
No. of
(“Board”) on 22 May 2002.
Name of Audit Committee Meetings
Member Attended

3 Meetings Quah Poh Keat 6/6


Six (6) meetings (inclusive of one (1) Special Tan Sri Datuk K. Ravindran 6/6
Audit Committee Meeting) were held during
Datuk Seri Panglima Mohd 2/3 since
the financial year ended 31 December 2009. All
Annuar Zaini appointment
meetings were held at Menara Korporat, Persada
(Appointed w.e.f. 28.5.2009)
PLUS, Persimpangan Bertingkat Subang, KM15,
Lebuhraya Baru Lembah Klang, 47301 Petaling Geh Cheng Hooi 2/3 during
Jaya, Selangor Darul Ehsan. The dates and time (Retired w.e.f. 5.6.2009) tenure
for the meetings were as follows: YM Professor DiRaja Ungku 2/3 during
Abdul Aziz Ungku Abdul tenure
Date Time
Hamid
25.02.09 2.30 p.m. (Resigned w.e.f. 5.5.2009)
01.04.09 10.00 a.m.
Senior Management including the Managing
25.05.09 9.30 a.m.
Director, the Head of the Internal Audit
19.08.09 9.30 a.m. Department and the representatives from
the external auditors had participated in
01.10.09 11.00 a.m.
deliberations on relevant items at the Audit
(Special Audit
Committee meetings conducted during the
Committee Meeting)
year under review at the invitation of the Audit
17.11.09 6.00 p.m. Committee.
140 PLUS Expressways Berhad
2009 Annual Report

AUDIT COMMITTEE
REPORT (continued)

4 C o m p o s i t i o n a n d T e r m s o f The Audit Committee shall reinforce the


Reference independence of the external auditors,
4.1 Composition of the Audit Committee assure that they will have free rein in the
The Committee shall be appointed by the audit process and provide a line of
Board of Directors from amongst its communication between the Board and
numbers, which fulfils the following the external auditors.
requirements:
The Audit Committee shall also enhance
a The Committee must comprise of at the internal audit function by increasing
least three (3) members; the objectivity and independence of the
b All members of the Audit Committee internal auditors and provide a forum for
must be Non-Executive Directors and discussion that is independent of the
a majority of whom must be management. The quality of the audits
Independent Directors; conducted by the internal and external
c All members of the Audit Committee auditors of the Company shall be reviewed
must be financially literate and at by the Audit Committee.
least one member of the Committee
must be a member of an accounting In addition, the Audit Committee shall
association or body. encourage high standards of corporate
disclosure and transparency. The Audit
d No alternate director shall be Committee will endeavour to adopt certain
appointed as a member of the Audit practices aimed at maintaining appropriate
Committee. standards of corporate responsibility,
integrity and accountability to PLUS
The members of the Audit Committee Expressways’s shareholders.
shall then elect from among themselves
an Independent Director to be the 4.4 Duties and Responsibilities of the Audit
Chairman. All members of the Audit Committee
Committee, including the Chairman, will
EXPANDING GOOD PRACTICES

The following are the main duties and


hold office only so long as they serve as responsibilities of the Audit Committee:
Directors of PLUS Expressways.
4.4.1 Oversee the Company’s internal
4.2 Secretaries of the Audit Committee control structure to assure
(Committee Secretaries) operational effectiveness and
The Company Secretary or Company efficiency, reduce the risk of
Secretaries (if there are more than 1) unreliable financial reporting,
of PLUS Expressways or his/her/their protect the Company’s assets from
representative shall be the Secretary(ies) of misappropriation and encourage
the Audit Committee. legal and regulatory compliance.
4.4.2 Assist the Board of Directors in
4.3 Objectives of the Audit Committee identifying the principal risks in the
The objective of the Audit Committee is to achievement of the Company’s
assist the Board in discharging its objectives and ensuring the
responsibilities by reviewing the adequacy implementation of appropriate
and integrity of the Company’s and Group’s systems to manage these risks.
internal control systems and management 4.4.3 Recommend to the Board the
of information systems, including systems appointment and annual
for compliance with applicable laws, reappointment of the external
regulations, rules, directives and guidelines. auditors and their audit fee, after
PLUS Expressways Berhad
141
Annual Report 2009

taking into consideration the • Reviewing the results of the


independence and objectivity of internal audit process and where
the external auditors and the cost necessary ensuring appropriate
effectiveness of their audit. actions are taken on the
4.4.4 Review with the external auditors recommendations of the internal
before the audit commences the auditors.
nature and scope of the audit, the • Reviewing the overall
audit plan and ensure co-ordination performance of the Internal
where more than one audit firm is Audit function.
involved. • Approving any appointment or
4.4.5 Review with external auditors, their termination of senior staff
audit report. members of the Internal Audit
function.
4.4.6 Review the quarterly interim results,
• Taking cognisance of resignation
half-year and annual financial
of internal audit staff members
statements of the Company and
and providing the resigning
the Group prior to approval by the
member an opportunity to
Board whilst ensuring that they are
submit his/her reasons for
prepared in a timely and accurate
resigning.
manner complying with all
accounting and regulatory 4.4.11 Appraise the performance of the
requirements and are promptly head of internal audit and to review
published. the appraisals of senior staff
members of the internal audit
4.4.7 Discuss problems and reservations
functions.
arising from the interim and final
audits and any matter the external 4.4.12 Approve any appointment or
auditor may wish to discuss in the termination of the Head of Internal
absence of the management where Audit and senior staff members of
necessary. the internal audit function and to
review any resignations of internal
4.4.8 Review the external auditor’s
audit staff members and provide
management letter and
resigning staff members an
management’s response.
opportunity to submit reasons for
4.4.9 R e v i e w t h e a s s i s t a n c e a n d resigning, where necessary.
co-operation given by PLUS
4.4.13 Review any related party transactions
Expressways and its Group’s officers
and conflict of interest situation
to the external and internal
that may arise within PLUS
auditors.
Expressways Berhad Group,
4.4.10 Approve the adequacy of the scope, including any transaction, procedure
functions and resources of the or course of conduct that raise
Internal Audit function and that is questions of management
has appropriate standing within the intergrity.
Group to undertake its activities
4.4.14 Consider the major findings of
independently and objectively,
internal investigations and
including but not limiting to the
management’s response.
following:
• Reviewing and approving the 4.4.15 Consider any other issues as defined
Annual Internal Audit Plan and by the Board.
ensuring adequate risk and
governance coverage.
142 PLUS Expressways Berhad
2009 Annual Report

AUDIT COMMITTEE
REPORT (continued)

4.5 Powers of the Audit Committee 4.6 Audit Committee Meetings


In carrying out its duties and responsibilities, a The Audit Committee shall hold a
the Audit Committee shall have the minimum of four (4) meetings in a
following authority: financial year. The number of Audit
a Explicit authority to investigate any Committee meetings held in a
matter within its terms of reference; financial year and the details of
attendance of each individual member
b The resources required to perform its in respect of meetings held shall be
duties; disclosed annually.
c Full and unrestricted access to any b The Audit Committee meetings shall
information, records, properties and be chaired by the Chairman of the
personnel of the PLUS Expressways Audit Committee or in the absence of
Group; the Chairman, another committee
d Direct communication channels with member who is an Independent
the external auditors and person(s) Director nominated by the committee
carrying out the internal audit members. The quorum for the
functions or activity; meeting of the Audit Committee shall
e Be able to obtain independent be two (2) members, both of whom
professional or other advice and to must be Independent Directors.
invite outsiders with relevant c The Chairman also has the discretion
experience and expertise to attend to call for additional meetings at any
the Audit Committee’s meeting (if time, as he deems necessary.
required) and to brief the Audit d The Committee Secretaries or their
Committee; representatives shall attend each
f The attendance of any particular Audit Committee meeting and record
Audit Committee meeting by other the proceedings of the meetings.
Directors and employees of PLUS e Minutes of each meeting shall be
EXPANDING GOOD PRACTICES

Expressways shall be at Audit kept as part of the statutory record of


Committee’s invitation and discretion PLUS Expressways upon adoption by
and must be for the specific agenda the Audit Committee.
relevant to the relevant Audit
Committee meeting; f A resolution in writing signed and
approved by all the Audit Committee
g Be able to convene meetings with members who may at the time be
external auditors without the presence present in Malaysia and who are
of the executive board members and sufficient to form a quorum, shall be
management whenever deemed valid and effective as if it had been
necessary; and passed at a meeting of the Audit
h Where the Audit Committee is of the Committee duly called and constituted.
view that a matter reported by it to All such resolution shall be forwarded
the Board of Directors has not been or otherwise delivered to the
satisfactorily resolved resulting in a Secretaries of the Audit Committee
breach of the Listing Requirements of without delay and shall be recorded
Bursa Malaysia Securities Berhad by him in the Company’s Minutes
(Bursa Malaysia), the Audit Committee Book. Any such resolution may consist
must promptly report such matter to of several documents in like form
Bursa Malaysia. each signed by one or more Audit
Committee members.
PLUS Expressways Berhad
143
Annual Report 2009

g A meeting of the Audit Committee (whether the Directors are


may be held by means of telephone, independent or otherwise) and details
video conference or telephone of the relevant training attended by
conference or other each director.
telecommunication facilities, which b The terms of reference of the Audit
permits all persons participating in Committee.
the meeting to communicate with
each other. A person so participating c The number of Audit Committee
shall be deemed to be present in meetings held during the financial
person at such meeting and shall be year and details of attendance of each
counted in a quorum and be entitled Audit Committee member.
to vote. d A summary of the activities carried
h The Managing Director and/or the out by the Audit Committee in the
Chief Executive Officer and/or other discharge of its functions and duties
appropriate officer may be invited to for that financial year of the
attend where their presence are Company.
considered appropriate by the Audit e A summary of the activities of the
Committee Chairman. Internal Audit function.
i The internal and external auditors f The identity of the Head of the
have the right to appear and be heard Internal Audit function who reports
at any meeting of the Audit directly to the Audit Committee.
Committee. The internal auditors are
expected to attend each Audit 4.8 Chairman of the Audit Committee
Committee meeting. The following are the main duties and
j Upon the request of the auditor(s), responsibilities of the Audit Committee
the Audit Committee Chairman shall Chairman:
also convene a meeting of the Audit a Helps the Audit Committee fulfils its
Committee to consider any matter goals by assigning specific tasks to
the auditor(s) believes should be members of the Committee, identifies
brought to the attention of the Board guidelines for the conduct of the
or the shareholders. members and ensures that each
k The Audit Committee shall meet with member is making a significant
external auditors without the presence contribution.
of the executive directors and b Looks to the Company Secretary(ies)
management at least twice a year for guidance on what their
and whenever deemed necessary. responsibilities are under the rules
and regulations to which they are
4.7 Audit Committee Report subject to and how those
The Board is required to prepare an Audit responsibilities should be discharged.
Committee Report at the end of each The compliance advice should extend
financial year to be included and published to embrace all laws and regulations
in the annual report of the Company. The and not merely the routine filing
said report shall include the following: requirements and other administrative
a The composition of the Audit requirements of the Companies Act.
Committee including the name,
designation (indicating the Chairman)
and directorship of the members
144 PLUS Expressways Berhad
2009 Annual Report

AUDIT COMMITTEE
REPORT (continued)

c Provides a reasonable time for b Consider viewpoints from the other


discussion at the meeting. Organises committee members; make decisions
and present the agenda for regular or and recommendation for the best
special committee meetings based on interests of the Board collectively.
input from members and ensures that c Keep abreast of the latest corporate
all relevant issues are on the agenda. governance guidelines and best
In addition, the Chairman should practices in relation to the functions
encourage debate on the issues of the Audit Committee and the
before the committee. Board as a whole.
d Provides leadership to the Audit
Committee and ensure proper flow of
information to the Audit Committee, 5 INTERNAL AUDIT FUNCTIONS
reviewing the adequacy and timing The Internal Audit Department (“IAD”) of the
of documentation. Group supports the Audit Committee in
e Secures good corporate governance discharging its duties and responsibilities,
and ensures that members look giving assurance that adequate, efficient and
beyond their committee function and effective internal controls system are in place.
accept their full share of responsibilities The principal role of IAD is to undertake an
in supporting management’s independent, regular and systematic review of
proposals. the system of internal controls so as to provide
reasonable assurance that such a system
f Manages the processes and working
continues to operate satisfactorily and
of the Audit Committee and ensures
effectively.
that the Audit Committee discharges
its responsibilities in accordance with
It is the responsibility of the IAD to provide the
its Terms of Reference. Appropriate
Audit Committee with independent and
procedures may be involve in the
objective reports on the state of the internal
Audit Committee meeting without
controls of the various operating divisions
EXPANDING GOOD PRACTICES

the presence of management.


within the Group, and the extend of compliance
g Ensures that every Audit Committee of the divisions with the Group’s established
resolution is put to vote to ensure policies and procedures as well as relevant
that the will of the majority prevails. statutory requirements. The IAD is currently
h Engages on a continuous basis with headed by Encik Mohd Halmi Mohd Hassan.
senior management, such as the
Chairman, Managing Director, the Further details of the activities of the IAD are
Head of Internal Audit and the set out in Statement on Internal Control on
external auditors in order to be kept pages 134 to 137.
informed of matters affecting the
Company.
6 EXTERNAL AUDITORS
4.9 Audit Committee Members The Audit Committee continues to monitor the
Each Audit Committee member is expected performance of the external auditors to ensure
to: that the external auditors are independent,
a Provide independent opinions to the objective and effective in carrying out their
fact-finding, analysis and decision duties.
making process of the committee,
based on his/her experience and
knowledge.
PLUS Expressways Berhad
145
Annual Report 2009

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

Statement by Directors 152

Statutory Declaration 152

Independent Auditors’ Report 153

Income Statements 155

Balance Sheets 156

Statements of Changes in Equity 158

Cash Flow Statements 160

Notes to the Financial Statements 162


FINANCIAL STATEMENTS
PLUS Expressways Berhad
147
Annual Report 2009

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

Profit before tax 1,623,572 745,337


Income tax expense (438,460) (2,568)

Profit for the year 1,185,112 742,769

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)

FINANCIAL RESULTS (Continued)


There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the Statements
of Changes in Equity.

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:

Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim


Noorizah binti Hj Abd Hamid
Hassan bin Ja’afar
Dato’ Mohamed Azman bin Yahya
Tan Sri Datuk K. Ravindran s/o C. Kutty Krishnan
Quah Poh Keat
Datuk Seri Panglima Mohd Annuar bin Zaini
Dato’ Mohd Izzaddin bin Idris (appointed with effect from 7 July 2009)
Dato’ Seri Ismail bin Shahudin (appointed with effect from 21 April 2009)
Dato’ Ahmad Pardas bin Senin (retired with effect from 4 June 2009)
Geh Cheng Hooi (retired with effect from 4 June 2009)
Tan Sri Razali bin Ismail (retired with effect from 4 June 2009)
YM Professor DiRaja Ungku Abdul Aziz bin Ungku Abdul Hamid (resigned with effect from 5 May 2009)
PLUS Expressways Berhad
149
Annual Report 2009

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

As at During the year As at


1/1/2009 Bought Sold 31/12/2009

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)

DIRECTORS’ INTERESTs (Continued)


UEM Land Holdings Berhad
Number of Ordinary Shares of RM0.50 each

As at During the year As at


1/1/2009 Bought Sold 31/12/2009

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

As at During the year As at


1/1/2009 Bought Sold 31/12/2009

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.

OTHER STATUTORY INFORMATION


FINANCIAL STATEMENTS

(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

OTHER STATUTORY INFORMATION (Continued)


(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence to
the existing method of valuation of assets and liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial
statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

(e) As at the date of this report, there does not exist:

(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.

(f) In the opinion of the Directors:

(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.

SIGNIFICANT EVENTS AND SUBSEQUENT EVENT AFTER BALANCE SHEET DATE


Significant events and subsequent event after balance sheet date are disclosed in Note 43 and Note 44 respectively.

AUDITORS
The auditors, Ernst & Young, have expressed their willingness to accept reappointment.

Signed on behalf of the Board in accordance with a resolution of the Directors,

TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM NOORIZAH BINTI HJ ABD HAMID

Kuala Lumpur, Malaysia


23 February 2010
152 PLUS Expressways Berhad
2009 Annual Report

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.

Signed on behalf of the Board in accordance with a resolution of the Directors,

TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM NOORIZAH BINTI HJ ABD HAMID

Kuala Lumpur, Malaysia


23 February 2010

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

Subscribed and solemnly declared by the abovenamed


HOW SEET MENG at Kuala Lumpur in the Federal Territory
on 23 February 2010

HOW SEET MENG


Before me,

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.

Directors’ responsibility for the financial statements


Directors are responsible for the preparation and fair presentation of these financial statements in accordance with applicable Financial
Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining
internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are
reasonable in the circumstances.

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)

Report on other legal and regulatory requirements


In accordance with the requirements of the Companies Act, 1965 in Malaysia (“the Act”), we also report the following:

(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.

ERNST & YOUNG AHMAD ZAHIRUDIN BIN ABDUL RAHIM


AF: 0039 No. 2607/12/10 (J)
Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia


23 February 2010
FINANCIAL STATEMENTS
PLUS Expressways Berhad
155
Annual Report 2009

Income
Statements
FOR THE YEAR ENDED 31 DECEMBER 2009

Group Company

Note 2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

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)

Gross profit 2,264,087 2,088,449 839,459 888,085


Other income 6 134,733 152,040 6,619 4,030
General and administration expenses (77,654) (70,799) (17,807) (21,376)
Other expenses (1,864) (8,789) (1,697) (5,190)
Finance costs 7 (695,730) (645,199) (81,237) (56,534)

Profit before tax 8 1,623,572 1,515,702 745,337 809,015


Income tax expense 12(a) (438,460) (435,662) (2,568) 1,184

Profit for the year 1,185,112 1,080,040 742,769 810,199

Attributable to:
Equity holders of the Company 1,186,378 1,079,333 742,769 810,199
Minority interests (1,266) 707 — —

1,185,112 1,080,040 742,769 810,199

Earnings per share attributable to equity holders


of the Company (sen) 13 23.73 21.59 14.86 16.20

Interim single tier dividend per ordinary share


in respect of the year (sen) 14 6.50 6.50

Final single tier dividend per ordinary share


in respect of the year (sen) 14 10.00* 9.50

* Proposed for shareholders’ approval at the forthcoming Annual General Meeting

The accompanying notes form an integral part of the financial statements.


156 PLUS Expressways Berhad
2009 Annual Report

Balance
Sheets
AS AT 31 DECEMBER 2009

Group Company

Note 2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

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 — —

15,151,577 14,542,382 2,488,852 2,488,586

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

3,215,900 2,478,649 772,551 553,927

TOTAL ASSETS 18,367,477 17,021,031 3,261,403 3,042,513

The accompanying notes form an integral part of the financial statements.


PLUS Expressways Berhad
157
Annual Report 2009

Group Company
Note 2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

EQUITY AND LIABILITIES


Equity attributable to equity holders of the
Company
Share capital 27 1,250,000 1,250,000 1,250,000 1,250,000
Capital reserve 28 461,138 461,138 — —
Merger reserve 29 298,834 298,834 — —
Other reserves 30 (7,664) (20,312) — —
Retained earnings 31 4,074,326 3,687,948 519,672 576,903

6,076,634 5,677,608 1,769,672 1,826,903


Minority interests 21,000 19,344 — —

Total equity 6,097,634 5,696,952 1,769,672 1,826,903

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 — —

11,404,664 10,084,494 1,461,871 863,024

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 — —

865,179 1,239,585 29,860 352,586

Total liabilities 12,269,843 11,324,079 1,491,731 1,215,610

TOTAL EQUITY AND LIABILITIES 18,367,477 17,021,031 3,261,403 3,042,513

The accompanying notes form an integral part of the financial statements.


158 PLUS Expressways Berhad
2009 Annual Report

Statements of
Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2009

Attributable to Equity Holders of the Company

Non-Distributable Reserves Distributable

Share Capital Merger Other Retained Minority


Note Capital Reserve Reserve Reserves Earnings Total Interests Total
GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(Note 27) (Note 28) (Note 29) (Note 30) (Note 31)

At 1 January 2008 1,250,000 461,138 298,834 1,040 3,329,186 5,340,198 9,510 5,349,708

Foreign currency translation


differences — — — (17,867) — (17,867) (2,713) (20,580)
Profit for the year — — — — 1,079,333 1,079,333 707 1,080,040

Total recognised income


and expense for the year — — — (17,867) 1,079,333 1,061,466 (2,006) 1,059,460
Share options granted
under Employee Equity
Scheme (“EES”) — — — 944 — 944 — 944
Share option reserve
transferred to retained
earnings upon expiry
of EES — — — (4,429) 4,429 — — —
Issuance of share capital — — — — — — 11,840 11,840
Dividends 14 — — — — (725,000) (725,000) — (725,000)

At 31 December 2008 1,250,000 461,138 298,834 (20,312) 3,687,948 5,677,608 19,344 5,696,952

Foreign currency translation


differences — — — 12,648 — 12,648 2,922 15,570
Profit for the year — — — — 1,186,378 1,186,378 (1,266) 1,185,112

Total recognised income


FINANCIAL STATEMENTS

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

The accompanying notes form an integral part of the financial statements.


PLUS Expressways Berhad
159
Annual Report 2009

Attributable to Equity Holders of the Company

Non-
Distributable Distributable

Share Other Retained


Note Capital Reserves Earnings Total
COMPANY RM’000 RM’000 RM’000 RM’000
(Note 27) (Note 30) (Note 31)

At 1 January 2008 1,250,000 2,037 488,920 1,740,957

Profit for the year — — 810,199 810,199

Share options granted under EES — 747 — 747

Share option reserve transferred to retained


earnings upon expiry of EES — (2,784) 2,784 —

Dividends 14 — — (725,000) (725,000)

At 31 December 2008 1,250,000 — 576,903 1,826,903

Profit for the year — — 742,769 742,769

Dividends 14 — — (800,000) (800,000)

At 31 December 2009 1,250,000 — 519,672 1,769,672

The accompanying notes form an integral part of the financial statements.


160 PLUS Expressways Berhad
2009 Annual Report

Cash Flow
Statements
FOR THE YEAR ENDED 31 DECEMBER 2009

Group Company

Note 2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Cash Flows from Operating Activities


Toll collection 2,577,608 2,323,484 — —
Expressway operation services fees — — 97,558 101,234
Receipts from expressway ancillary facilities 22,702 16,053 — —
Other income 36,348 39,165 988 1,204
Future maintenance expenditure received 11,887 14,048 — —
Payments to contractors for routine maintenance (225,167) (238,868) — —
Other operating expenses (340,848) (328,863) (92,525) (142,432)
Taxes paid (7,275) (11,468) (4,817) (8,184)

Net cash generated from/(used in) operating activities 2,075,255 1,813,551 1,204 (48,178)

Cash Flows from Investing Activities


Profit element and interest income received 73,341 103,712 4,684 2,891
Proceeds from disposal of property, plant and
equipment 576 1,421 80 645
Dividends received — — 800,000 810,000
Proceeds from maturity of short term investments 171,000 286,035 14,000 —
Interest earned on amount received from
the Government for Additional Works 39 435 1,364 — —
Acquisition of subsidiaries, net of cash and
cash equivalents acquired 19(a) — (72,680) — (120,600)
Investment in subsidiaries — — (15,635) (54,939)
Purchase of property, plant and equipment (6,992) (10,637) (3,565) (5,517)
Payment for leasehold land — — (2,000) (4,000)
Purchase of computer softwares (1,761) (2,032) (1,453) (962)
FINANCIAL STATEMENTS

Purchase of investments (228,021) (333,379) (38,855) —


Additional Works (70,490) (322,609) — —
Concession assets (385,873) (525,563) — —

Net cash (used in)/generated from investing activities (447,785) (874,368) 757,256 627,518
PLUS Expressways Berhad
161
Annual Report 2009

Group Company

Note 2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Cash Flows from Financing Activities


Proceeds from issuance of Islamic Sukuk 1,739,565 1,069,751 555,413 761,611
Drawdown of borrowings 26,934 190,556 — 188,426
Proceeds from minority shareholders in respect
of additional capital injection during the year — 4,440 — —
Advance received for share capital from
minority shareholders — 17,483 — —
Advance received from minority shareholders — 156 — —
Redemption of Senior Sukuk/BAIDS (1,265,000) (595,000) — —
Settlement of borrowings (326,268) (760,051) (325,249) (760,051)
Dividends paid (800,000) (725,000) (800,000) (725,000)
Interest paid (3,218) (32,196) (3,218) (32,196)
Profit elements on Senior Sukuk, BAIDS and
PLUS SPV Sukuk (355,983) (285,167) (28,495) (10,753)

Net cash used in financing activities (983,970) (1,115,028) (601,549) (577,963)

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

The accompanying notes form an integral part of the financial statements.


162 PLUS Expressways Berhad
2009 Annual Report

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
163
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)

2 AWARD OF CONCESSIONS (Continued)


(b) ELITE
The Government and UEM entered into a Concession Agreement dated 26 April 1994 in connection with the construction,
operation and maintenance of the NSECL for a concession period of 24 years, ending 31 May 2018.

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
165
Annual Report 2009

2 AWARD OF CONCESSIONS (Continued)


(e) PLUS BKSP
PLUS BKSP has on 16 May 2006, received a letter of acceptance from the Maharashtra State Road Development Corporation
Limited (“MSRDC”) in relation to the tender bid jointly submitted by the Company and Concept Management Consulting
Private Limited through an unincorporated consortium (“PEB-CMCL Consortium”) on 15 December 2005 for the proposed
four-laning and improvement, operation and maintenance and toll collection of Bhiwandi-Kalyan-Shil Phata Highway (“BKSP
Highway”) on a Build, Operate and Transfer basis (“BKSP Project”).

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’.

(b) Toll Compensation Arrangements


Under the toll compensation arrangements pursuant to the SSCA, compensation recoverable from the Government for
the effects of imposing toll rates lower than those previously agreed shall be adjusted for the following:

(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
167
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.

(b) Toll Compensation Arrangements


In consideration of ELITE agreeing to the revised toll rate structures as referred in the preceding paragraph, the
Government agreed to the following:

(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.

(b) Toll Compensation Arrangement


In consideration of KLBK agreeing to the revised toll rate structures as referred in the preceding paragraph, the
Government has compensated the amount of RM60.59 million in 2 installments in 2005 and 2006, for the difference in
the toll rates for future years up to the end of the concession period based on the traffic projections.

4 SIGNIFICANT ACCOUNTING POLICIES


4.1 Basis of Accounting and Preparation of the Financial Statements
The financial statements of the Group and of the Company comply with the provisions of the Companies Act, 1965 and
applicable Financial Reporting Standards in Malaysia. The financial statements of the Group and of the Company have also
been prepared on a historical basis, unless otherwise stated in the accounting policies below.
FINANCIAL STATEMENTS

The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000)
except when otherwise indicated.

4.2 Summary of Significant Accounting Policies


(a) Investment in Subsidiaries
Subsidiaries are entities over which the Group has the ability to control the financial and operating policies so as to
obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or
convertible are considered when assessing whether the Group has such power over another entity.

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

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.2 Summary of Significant Accounting Policies (Continued)
(b) Basis of Consolidation (Continued)
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the
balance sheet date. The financial statements of the subsidiaries are prepared for the same reporting date as the
Company.

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.

(c) Property, Plant and Equipment, and Depreciation


Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The policy for
the recognition and measurement of impairment losses is in accordance with Note 4.2(g).

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)

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.2 Summary of Significant Accounting Policies (Continued)
(c) Property, Plant and Equipment, and Depreciation (Continued)
Upon disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and the
net carrying amount is recognised in the income statement.

The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure that the
amount, method and period of depreciation are consistent with previous estimates and the expected pattern of
consumption of the future economic benefits embodied in the items of property, plant and equipment.

(d) Intangible Assets


Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired
in a business combination is their fair values as at the date of acquisition. Following initial recognition, intangible assets
are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of
intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised on a
straight-line basis over the estimated economic useful lives and assessed for impairment whenever there is an indication
that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset
with a finite useful life are reviewed at least at each balance sheet date.

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.

(f) Concession Assets


Items classified as Concession Assets comprise Expressway Development Expenditure, Heavy Repairs and Other
Concession Assets.
(i) Expressway Development Expenditure
Expressway Development Expenditure (“EDE”) comprises development and upgrading expenditure (including
interest charges relating to financing of the development) incurred in connection with the Concession.
EDE is stated at cost less accumulated amortisation and impairment losses. The policy for the recognition and
measurement of impairment losses is in accordance with Note 4.2(g).
EDE is amortised over the concession period. The amortisation formula applied in the preparation of the financial
statements to arrive at the annual amortisation charge for each financial period is as follows:
Toll revenue for the year X [Net Book Value of EDE at beginning of the year +
[Actual toll revenue for the year + Additions for the year]
Projected total toll revenue for the subsequent
years to the end of the concession period]
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4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.2 Summary of Significant Accounting Policies (Continued)
(f) Concession Assets (Continued)
(i) Expressway Development Expenditure (Continued)
Toll revenue and projected total toll revenue include toll collection, toll compensation net of any notional tax on
tax exempt dividend.

The projected total toll revenue is based on the latest available base case traffic projections prepared by
independent traffic consultants multiplied by the toll rate structures described in Note 2. The traffic volume
projection is independently reviewed on a periodic basis.

(ii) Heavy Repairs


Heavy repairs relate to costs incurred to repair bridges, slopes and embankments, rectification of settlements and
pavement rehabilitation of medium and high traffic sections along the Expressways. The costs of heavy repairs are
amortised on a straight line basis over 7 years commencing from the date of incurrence, this being the anticipated
economic life of such works.

(iii) Other Concession Assets


Other Concession Assets comprise toll equipment, video surveillance equipment, telecommunication network,
centralised lighting, and toll operation computer hardware and software, and are stated at cost less accumulated
amortisation and impairment losses. The policy for the recognition and measurement of impairment losses is in
accordance with Note 4.2(g). The annual amortisation in respect of these assets is computed on a straight line basis
over their estimated useful lives at the following rates:
%
Software and computer hardware 12.5
Others 10

(iv) Capital Work-In-Progress


Capital work-in-progress is not depreciated until the asset is fully completed and brought into use.

(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)

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.2 Summary of Significant Accounting Policies (Continued)
(h) Taxation
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of
income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been
enacted at the balance sheet date.

Deferred tax is 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.

(i) Provisions for Liabilities


Provisions for liabilities are recognised when the Company has a present obligation as a result of a past event and it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a
reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect
the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the
present value of the expenditure expected to be required to settle the obligation.
FINANCIAL STATEMENTS

(j) Employee Benefits


(i) Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the
associated services are rendered by employees of the Company. Short term accumulating compensated absences
such as paid annual leave are recognised when services are rendered by employees that increase their entitlement
to future compensated absences. Short term non-accumulating compensated absences such as sick leave are
recognised when the absences occur.

(ii) Defined contribution plans


As required by law, companies in Malaysia make contributions to the Employees Provident Fund (“EPF”). Such
contributions are recognised as an expense in the income statement as incurred.
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Annual Report 2009

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.2 Summary of Significant Accounting Policies (Continued)
(j) Employee Benefits (Continued)
(iii) Defined benefit plans
PLUS, ELITE and LINKEDUA operate 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. Their obligations under the Scheme, calculated using the Projected Unit Credit Method,
is determined based on actuarial computations by independent actuaries, through which the amount of benefit
that employees have earned in return for their service in the current and prior years is estimated. That benefit is
discounted in order to determine its present value. Actuarial gains and losses are recognised as income or expense
over the expected average remaining working lives of the participating employees when the cumulative
unrecognised actuarial gains or losses for the Scheme exceed 10% of the present value of the defined benefit
obligation. Past service costs are recognised immediately to the extent that the benefits are already vested, and
otherwise are amortised on a straight-line basis over the average period until the amended benefits become
vested.

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.

(k) Deferred Liabilities


Fees received from third parties as advance payments of future maintenance expenditure, in consideration for right-of-
way access granted by the Group, are classified as deferred liabilities. Deferred liabilities are amortised over the period
of the individual contracts.

(l) Foreign Currencies


(i) Functional and Presentation Currency
The individual financial statements of each entity in the Group are measured using the currency of the primary
economic environment in which the entity operates (“the functional currency”). The consolidated financial
statements are presented in Ringgit Malaysia (RM), which is also the Company’s functional currency.

(ii) Foreign Currency Transactions


In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s
functional currency (“foreign currencies”) are recorded in the functional currencies using the exchange rates
prevailing at the dates of the transactions. At each balance sheet date, monetary items denominated in foreign
currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair
value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair
value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are
not retranslated.

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)

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.2 Summary of Significant Accounting Policies (Continued)
(l) Foreign Currencies (Continued)
(ii) Foreign Currency Transactions (Continued)
Exchange differences arising on monetary items that form part of the Company’s net investment in foreign
operation, regardless of the currency of the monetary item, are recognised in income statement in the Company’s
financial statements or the individual financial statements of the foreign operation, as appropriate.

(iii) Foreign Operations


The results and financial position of foreign operations that have a functional currency different from the
presentation currency (RM) of the consolidated financial statements are translated into RM as follows:
– Assets and liabilities for each balance sheet presented are translated at the closing rate prevailing at the
balance sheet date;
– Income and expenses for each income statement are translated at average exchange rates for the year, which
approximates the exchange rates at the dates of the transactions; and
– All resulting exchange differences are taken to the foreign currency translation reserve within equity.

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.

(n) Cash Flow Statement


FINANCIAL STATEMENTS

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.

(o) Revenue Recognition


Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the
enterprise and the amount of revenue can be measured reliably.

(i) Toll Revenue


Toll revenue is accounted for as and when toll is chargeable for the usage of the expressways.

(ii) Investment Income


Investment income is recognised when the right to receive is established and no significant uncertainty exists as
regard to its recovery.
PLUS Expressways Berhad
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Annual Report 2009

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.2 Summary of Significant Accounting Policies (Continued)
(o) Revenue Recognition (Continued)
(iii) Revenue from Services
Revenue from services rendered is recognised net of service taxes if applicable, and discounts as and when the
services are performed.

(iv) Toll Compensation


Pursuant to the relevant Concession Agreements, the Government of Malaysia reserves the right to restructure or
to restrict the imposition of unit toll rate increases, and in such event, the Government shall compensate the
relevant concessionaire for any reduction in toll revenue, subject to negotiation and other considerations that the
Government may deem fit. Toll compensation for any Concession Year is recognised in the financial statements as
revenue when recovery is probable and the amount that is recoverable can be measured reliably. The amount of
toll compensation accrued and recognised in the income statement for the year has been estimated after taking
into consideration the effects of the arrangements described in Note 3(i)(b) and Note 3(ii)(b).

(v) Interest Income/Profit Element


Interest income/profit element is recognised on a time proportion basis that reflects the effective yield on the
asset.

(vi) Dividend Income


Dividend income is recognised when the right to receive payment is established.

(p) Financial Liabilities


(i) Bai’ Bithaman Ajil Islamic Debt Securities (“BAIDS”)
The BAIDS are bonds issued in accordance with the Islamic finance concept of Bai’ Bithaman Ajil. In accordance
with such concept, the issuer assigned certain assets to a trustee, and repurchased them at the same price together
with an agreed profit margin. The payment of the purchase price is deferred in accordance with the maturities of
the BAIDS, whilst the profit element is paid half-yearly.

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.

(ii) Sukuk Musyarakah with periodic payments


The Sukuk Musyarakah (“Sukuk”) with periodic payments is issued under the Islamic principle of Musyarakah which
is a contract of partnership in a venture.

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.

(iii) Sukuk Musyarakah without periodic payments


The Sukuk Musyarakah (“Sukuk”) without periodic payments is issued under the Islamic principle of Musyarakah
which is a contract of partnership in a venture.

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)

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.2 Summary of Significant Accounting Policies (Continued)
(q) Amount received from the Government for Additional Works
Pursuant to the TSCA, monies received from the Government for the Additional Works, are classified as “Amount
received from the Government for Additional Works”. With the execution of the Proceeds Account Agreement on 17
November 2006, the expenses incurred for the Additional Works have been offset against the amount received from
the Government as disclosed in Note 39.

(r) Financial Instruments


Financial instruments are recognised in the balance sheet when the Company has become a party to the contractual
provisions of the instrument.

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.

(i) Trade Payables


Trade payables are stated at cost which is the fair value of the consideration to be paid in the future for goods
and services received.

(ii) Interest-Bearing Borrowings


Interest-bearing borrowings are recorded at the amount of proceeds received, net of transaction costs.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised
as part of the cost of those assets, until such time as the assets are substantially ready for their intended use or
sale. The amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation rate which
is the weighted average of the borrowing costs applicable to the Company borrowings that are outstanding during
the year, other than borrowings made specifically for the purpose of obtaining another qualifying asset. For
FINANCIAL STATEMENTS

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.

(iii) Equity Instruments


Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in
which they are declared.

(iv) Other Non-current Investment


Non-current investments other than investments in subsidiaries, associates and jointly controlled entities are stated
at cost less impairment losses. On disposal of an investment, the difference between net disposal proceeds and its
carrying amount is recognised in the income statement.
PLUS Expressways Berhad
177
Annual Report 2009

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.2 Summary of Significant Accounting Policies (Continued)
(r) Financial Instruments (Continued)
(v) Short Term Investments
Short term investments in equity shares are stated at the lower of cost and market value whereas the investment
in Islamic Commercial Papers/Medium Term Notes and structured products are stated at cost less amortised
premium due to the relatively short term maturity of these financial instruments.

(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

Effective for financial period beginning on or after 1 January 2010


FRS 4 Insurance Contracts
FRS 7 Financial Instruments: Disclosures
FRS 101 Presentation of Financial Statements (revised)
FRS 123 Borrowing Costs (revised)
FRS 139 Financial Instruments: Recognition and Measurement
Amendments to FRS 1 First Time Adoption of Financial Reporting Standards and FRS 127 Consolidated and Separate
Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate
Amendments to FRS 2 Share-based Payment – Vesting Conditions and Cancellations
Amendments to FRS 132 Financial Instruments: Presentation
Amendments to FRS 139 Financial Instruments: Recognition and Measurement and FRS 7 Financial Instruments: Disclosures
Amendments to FRSs ‘Improvements to FRSs (2009)’
IC Interpretation 9 Reassessment of Embedded Derivatives
IC Interpretation 10 Interim Financial Reporting and Impairment
IC Interpretation 11 FRS 2 – Group and Treasury Share Transactions
IC Interpretation 13 Customer Loyalty Programmes
IC Interpretation 14 FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their
Interaction
TR i – 3: Presentation of Financial Statements of Islamic Financial Institutions
178 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.3 New Standards and Interpretations that are not yet effective (Continued)
Effective for financial period beginning on or after 1 July 2010
FRS 1 First-time Adoption of Financial Reporting Standards
FRS 3 Business Combinations (revised)
FRS 127 Consolidated and Separate Financial Statements (amended)
Amendments to FRS 2 Share-based Payment
Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations
Amendments to FRS 138 Intangible Assets
Amendments to IC
Interpretation 9 Reassessment of Embedded Derivatives
IC Interpretation 12 Service Concession Arrangements
IC Interpretation 15 Agreements for the Construction of Real Estate
IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation
IC Interpretation 17 Distributions of Non-cash Assets to Owners

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:

FRS 8: Operating Segment


FRS 8 replaces FRS 1142004: Segment Reporting and requires a ‘management approach’, under which segment information is
presented on a similar basis to that used for internal reporting purposes. As a result, the Group’s external segmental
reporting will be based on the internal reporting to the ‘chief operating decision maker’, who makes decisions on the
allocation of resources and assesses the performance of the reportable segments. As this is a disclosure standard, there will
be no impact on the financial position or results of the Group.

FRS 101: Presentation of Financial Statements (revised)


The revised FRS 101 separates owner and non-owner changes in equity. Therefore, the consolidated statement of changes
in equity will now include only details of transactions with owners. All non-owner changes in equity are presented as a single
FINANCIAL STATEMENTS

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

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.3 New Standards and Interpretations that are not yet effective (Continued)
FRS 139 Financial Instruments: Recognition and Measurement, FRS 7 Financial Instruments: Disclosures and
Amendments to FRS 139 Financial Instruments: Recognition and Measurement, FRS 7 Financial Instruments:
Disclosures

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.

Amendments to FRSs ‘Improvements to FRSs (2009)’


The ‘Improvements to FRSs (2009)’ contains amendments to several FRSs as described below:

– 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)

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.3 New Standards and Interpretations that are not yet effective (Continued)
Amendments to FRSs ‘Improvements to FRSs (2009)’ (Continued)
– FRS 120 Accounting for Government Grants and Disclosures of Government Assistance: Clarifies that loans granted in the
future with no or low interest rates will not be exempt from the requirement to impute interest. The difference between
the amount received and the discounted amount is accounted for as government grant.

– 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.

IC Interpretation 12: Service Concession Arrangements


This interpretation applies to service concession operators and explains how to account for obligations undertaken and
rights received in service concession arrangements. The adoption of IC Interpretation 12 will likely to have an impact to the
financial statements and the Group is in the process of assessing the extent of the impact. However, the Group is exempted
from disclosing the possible impact to the financial statements upon the initial application of this Interpretation.

4.4 Key Sources of Estimation Uncertainty


The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below.

(i) Amortisation of heavy repairs and other concession assets


The cost of heavy repairs and other concession assets are amortised on a straight-line basis over their useful lives over
7 to 10 years. These are common life expectancies applied in the industry. Changes in the expected level of usage and
FINANCIAL STATEMENTS

technological developments could impact the economic useful lives and the residual values of these assets, therefore
future depreciation charges could be revised.

(ii) Amortisation of Expressway Development Expenditure (“EDE”)


The cost of EDE is amortised over the concession period by applying the formula in Note 4.2(f)(i) above. The denominator
of the formula includes projected total toll revenue for subsequent years to the end of concession period and is based
on the latest available base case traffic volume projections prepared by independent traffic consultants multiplied by
the relevant toll rates. The assumptions to arrive at the traffic volume projections take into consideration the growth
rate based on current market and economical conditions. Changes in the expected traffic volume could impact future
amortisation charges.
PLUS Expressways Berhad
181
Annual Report 2009

4 SIGNIFICANT ACCOUNTING POLICIES (Continued)


4.4 Key Sources of Estimation Uncertainty (Continued)
(iii) Income Taxes
Judgement is involved in determining the provision for income taxes. There are certain transactions and computations
for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises
liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax
outcome of these matters is different from the amounts that were initially recognised, such differences will impact the
income tax and deferred tax provisions in the period in which such determination is made. The carrying amount of
taxation and deferred taxation at balance sheet date is disclosed in the balance sheet.

(iv) Toll Compensation Recoverable from Government


Profit projections are used in determining adequacy of the future income tax payable for set-off against Toll
Compensation Recoverable from Government as at balance sheet date. Profit projections are dependent on various
assumptions amongst others traffic volume as mentioned in Note 4.4(ii) above. There are also judgement involved in
determining the amount recoverable for set off against Note 4.4(iii) above. The carrying amount of Toll Compensation
Recoverable from Government at balance sheet date is disclosed in the balance sheet.

5 REVENUE
Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Toll revenue 2,365,960 2,237,035 — —

Gross toll compensation revenue 813,062 730,923 — —


Less: Notional tax on tax exempt dividends — — — —

Net toll compensation revenue 813,062 730,923 — —

Expressway operation service fees — — 105,607 100,960


Dividend income from a subsidiary — — 825,000 885,000

3,179,022 2,967,958 930,607 985,960


Accrual for Government’s share of toll revenue — — — —

3,179,022 2,967,958 930,607 985,960

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

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Income from rental of facilities 22,919 21,689 — —


Income from rental of fibre optic
telecommunications system and way leave rights 16,754 15,957 — —
Profit element from Islamic short term deposits 61,546 85,511 527 191
Interest income from short term deposits 12,629 10,353 4,419 2,699
Others 20,885 18,530 1,673 1,140

134,733 152,040 6,619 4,030

7 FINANCE COSTS
Finance costs for the year are as follows:

Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Profit elements on Islamic financial liabilities 600,309 532,897 78,576 25,373


Other interest expense 95,421 112,302 2,661 31,161

695,730 645,199 81,237 56,534


FINANCIAL STATEMENTS
PLUS Expressways Berhad
183
Annual Report 2009

8 PROFIT BEFORE TAX


Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Profit before tax is arrived at after charging/(crediting):

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

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Employee emoluments 170,002 190,708 64,658 76,238


Employee training/welfare 6,292 7,090 2,915 3,663

176,294 197,798 67,573 79,901


184 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

10 DIRECTORS’ REMUNERATION
Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

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

1,744 2,397 1,485 1,914

11 KEY MANAGEMENT PERSONNEL REMUNERATION


Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Short term benefits 6,701 7,783 4,987 5,069


EES — 713 — 523

6,701 8,496 4,987 5,592


FINANCIAL STATEMENTS

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.

12 INCOME TAX EXPENSE/CURRENT TAX PAYABLE


(a) Income tax expense
Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

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

Subtotal 21,033 24,861 5,560 2,421


PLUS Expressways Berhad
185
Annual Report 2009

12 INCOME TAX EXPENSE/CURRENT TAX PAYABLE (Continued)


(a) Income tax expense (Continued)
Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

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)

Subtotal 417,427 410,801 (2,992) (3,605)

Total 438,460 435,662 2,568 (1,184)

The reconciliation of the tax effects of accounting and taxable income are as follows:

Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Profit before tax 1,623,572 1,515,702 745,337 809,015

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) — —

Tax expense 438,460 435,662 2,568 (1,184)


186 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

12 INCOME TAX EXPENSE/CURRENT TAX PAYABLE (Continued)


(b) Current tax payable
Group

2009 2008
RM’000 RM’000

Current tax payable before set-off 13,144 19,398


Set-off against toll compensation recoverable from the Government (Note 22) (12,337) (19,273)

At 31 December 807 125

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).

13 EARNINGS PER SHARE


Basic earnings per share has been calculated by dividing the profit for the year attributable to equity holders of the Company by
the number of ordinary shares in issue during the financial year.

The amounts are tabulated as follows:

Group Company

2009 2008 2009 2008

Profit for the year attributable to


equity holders of the Company (RM’000) 1,186,378 1,079,333 742,769 810,199

Number of ordinary shares (‘000) 5,000,000 5,000,000 5,000,000 5,000,000


FINANCIAL STATEMENTS

Basic earnings per share (sen) 23.73 21.59 14.86 16.20


PLUS Expressways Berhad
187
Annual Report 2009

14 DIVIDENDS
Dividend in respect of year Dividend recognised in year

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Final tax exempt dividend for the year ended


31 December 2007 of 8.0 sen per ordinary share
declared on 18 June 2008 and paid on 16 July 2008 — — — 400,000

Interim single tier dividend for the year ended


31 December 2008 of 6.5 sen per ordinary share
declared on 21 August 2008 and paid on
23 September 2008 — 325,000 — 325,000

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 — 475,000 475,000 —

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 — 325,000 —

325,000 800,000 800,000 725,000

Proposed final single tier dividend for the year ended


31 December 2009 of 10.0 sen per ordinary share 500,000 —

825,000 800,000

Dividend per ordinary share (sen) 16.5 16.0

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.

The breakdown of the concession assets according to highways are as follows:

Group Accumulated Net carrying


2009 Cost amortisation amount
RM’000 RM’000 RM’000

Expressway Development Expenditure (“EDE”)


– NSE, NKVE, FHR2, SPDH 9,703,961 1,316,924 8,387,037
– NSECL and KLIA Expressway 1,792,888 182,899 1,609,989
– MSSC 1,106,152 93,214 1,012,938
– BKE 349,183 65,051 284,132
– BKSP Highway 209,520 7,344 202,176

13,161,704 1,665,432 11,496,272

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

1,783,641 1,046,390 737,251

Other Concession Assets


– NSE, NKVE, FHR2, SPDH 508,388 426,452 81,936
– NSECL and KLIA Expressway 83,458 70,982 12,476
– MSSC 36,472 36,472 —
– BKE 17,687 6,634 11,053

646,005 540,540 105,465


PLUS Expressways Berhad
189
Annual Report 2009

15 CONCESSION ASSETS (Continued)


Group Accumulated Net carrying
2009 Cost amortisation amount
RM’000 RM’000 RM’000

Capital Work-In-Progress
– Cikampek-Palimanan Highway 78,010 — 78,010
– Cimanggis-Cibitung Toll Road 518 — 518

78,528 — 78,528

Total 15,669,878 3,252,362 12,417,516

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

12,796,324 1,467,294 11,329,030

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

1,583,973 875,334 708,639

Other Concession Assets


– NSE, NKVE, FHR2, SPDH 488,206 406,571 81,635
– NSECL and KLIA Expressway 83,462 67,123 16,339
– MSSC 36,472 36,472 —
– BKE 17,687 4,864 12,823

625,827 515,030 110,797


190 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

15 CONCESSION ASSETS (Continued)


Group Accumulated Net carrying
2008 Cost amortisation amount
RM’000 RM’000 RM’000

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

Total 15,238,189 2,857,658 12,380,531

Details of Concession Assets as at 31 December 2009 and 31 December 2008 are as follows:

Group Other Capital


Heavy Concession Work-In-
EDE Repairs Assets Progress Total
RM’000 RM’000 RM’000 RM’000 RM’000

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) —

At 31 December 2009 13,161,704 1,783,641 646,005 78,528 15,669,878


FINANCIAL STATEMENTS

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)

At 31 December 2009 1,665,432 1,046,390 540,540 — 3,252,362

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

15 CONCESSION ASSETS (Continued)


Group Other Capital
Heavy Concession Work-In-
EDE Repairs Assets Progress Total
RM’000 RM’000 RM’000 RM’000 RM’000

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

At 31 December 2008 12,796,324 1,583,973 625,827 232,065 15,238,189

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

At 31 December 2008 1,467,294 875,334 515,030 — 2,857,658

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)

16 PROPERTY, PLANT AND EQUIPMENT


Furniture,
Fittings,
Telecom-
munication Operation
and Office Motor Tools and Freehold
Group Equipment Aircrafts Vehicles Computers Equipment Buildings Land Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

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

At 31 December 2009 21,321 13,385 12,113 17,830 3,034 1,202 — 68,885

Net Book Value at


31 December 2009 6,686 17,852 17,978 3,245 55 3,051 279 49,146
FINANCIAL STATEMENTS

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

16 PROPERTY, PLANT AND EQUIPMENT (Continued)


Furniture,
Fittings,
Telecom-
munication Operation
and Office Motor Tools and Freehold
Group Equipment Aircrafts Vehicles Computers Equipment Buildings Land Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Cost
At 1 January 2008 30,892 31,237 27,519 25,100 8,809 4,242 279 128,078
Additions 3,373 — 6,227 764 13 3 — 10,380
Disposals — — (4,504) — — — — (4,504)
Written off (9,834) — (85) (6,350) (5,739) — — (22,008)
Acquisition of subsidiary
(Note 19(a)) 1,074 — 751 1,073 17,286 — — 20,184
Transfer to concession
assets (Note 15) — — — — (17,286) — — (17,286)
Transfer to intangible
assets (Note 18) (630) — — (729) — — — (1,359)
Translation difference (70) — (130) (10) — (21) — (231)

At 31 December 2008 24,805 31,237 29,778 19,848 3,083 4,224 279 113,254

Accumulated
Depreciation
At 1 January 2008 27,667 11,061 14,315 20,418 8,223 906 — 82,590
Charge for the year 1,491 2,298 901 2,084 285 171 — 7,230
Disposals — — (3,790) — — — — (3,790)
Written off (9,739) — (85) (6,281) (5,736) — — (21,841)
Acquisition of subsidiary
(Note 19(a)) 921 — 610 906 3,404 — — 5,841
Transfer to concession
assets (Note 15) — — — — (3,404) — — (3,404)
Transfer to intangible
assets (Note 18) (785) — — (402) — — — (1,187)
Translation difference (10) — (21) (2) — (7) — (40)

At 31 December 2008 19,545 13,359 11,930 16,723 2,772 1,070 — 65,399

Net Book Value at


31 December 2008 5,260 17,878 17,848 3,125 311 3,154 279 47,855
194 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

16 PROPERTY, PLANT AND EQUIPMENT (Continued)


Furniture,
Fittings,
Telecom-
munication Operation
and Office Motor Tools and
Company Equipment Vehicles Computers Equipment Total
RM’000 RM’000 RM’000 RM’000 RM’000

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

At 31 December 2009 4,588 14,531 7,158 792 27,069

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

At 31 December 2009 1,466 4,249 5,285 772 11,772

Net Book Value at 31 December 2009 3,122 10,282 1,873 20 15,297


FINANCIAL STATEMENTS

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)

At 31 December 2008 2,583 13,838 6,696 522 23,639

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)

At 31 December 2008 691 3,845 5,013 408 9,957

Net Book Value at 31 December 2008 1,892 9,993 1,683 114 13,682
PLUS Expressways Berhad
195
Annual Report 2009

17 PREPAID LAND LEASE PAYMENTS


Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

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

At 31 December 3,186 2,905 3,051 2,034

Net Book Value at 1 January 27,269 27,550 98,635 99,652

Net Book Value at 31 December 26,988 27,269 97,618 98,635

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

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

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)

At 31 December 15,172 13,461 5,390 3,603

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)

At 31 December 11,443 9,794 2,722 1,971

Net Book Value at 1 January 3,667 2,824 1,632 1,085

Net Book Value at 31 December 3,729 3,667 2,668 1,632

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

Unquoted shares at cost – In Malaysia 2,166,122 2,164,622


Unquoted shares at cost – Outside Malaysia 133,879 119,739

2,300,001 2,284,361
PLUS Expressways Berhad
197
Annual Report 2009

19 INVESTMENTS IN SUBSIDIARIES (Continued)


The subsidiaries are as follows:
Effective Equity
Interest
Name Principal Activity 2009 2008
Incorporated in Malaysia
Projek Lebuhraya Utara-Selatan Berhad Operation and maintenance of the tolled NSE, NKVE, FHR2, 100% 100%
and SPDH with a total length of 846 kilometres
Expressway Lingkaran Tengah Sdn Bhd Operation, maintenance and toll collection of the 100% 100%
63-kilometre NSECL and KLIA Expressway
Linkedua (Malaysia) Berhad Operation, maintenance and toll collection of the 100% 100%
47-kilometre MSSC
Konsortium Lebuhraya Operation, maintenance and toll collection of the 100% 100%
Butterworth-Kulim (KLBK) Sdn Bhd 17-kilometre BKE which is dual two lane carriageway from
Kulim in Kedah to Seberang Perai in Penang
PLUS Helicopter Services Sdn Bhd Provision of helicopter charter services 100% —

Incorporated outside Malaysia


PLUS Kalyan (Mauritius) Private Limited Investment holding 100% 100%
(Incorporated in Mauritius)
PLUS BKSP Toll Limited Four-laning and improvement, operation and maintenance 94% 94%
(Incorporated in India) and toll collection of the 22-kilometre BKSP Highway in
India
PT Lintas Marga Sedaya Design, construction, management, financing, operation, 55% 55%
(Incorporated in Indonesia) maintenance and toll collection of the 116-kilometre
Cikampek-Palimanan Highway in Indonesia
PT Cimanggis-Cibitung Tollways Construction, operation and maintenance of the proposed 60% 60%
(Incorporated in Indonesia) 25.4-kilometre Package 4 - Cimanggis-Cibitung Toll Road in
Indonesia

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)

19 INVESTMENTS IN SUBSIDIARIES (Continued)


(a) Acquisition of a subsidiary

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.

On 13 March 2008, the Company acquired 100% equity interest in KLBK.

The fair value and carrying amount of assets acquired and liabilities assumed from the acquisition of KLBK in prior year are
as follows:

Fair Value Acquiree’s


recognised carrying
on acquisition amount
Note RM’000 RM’000

ASSETS
Concession assets 15 297,682 255,621
Property, plant and equipment 16 14,343 14,343
Deferred tax assets 21 3,571 3,571
Sundry receivables, deposits and prepayments 767 767
Short term deposits with licensed banks 39,340 39,340
Cash and bank balances 8,580 8,580

TOTAL ASSETS 364,283 322,222

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

Tax payable (76) (76)

TOTAL LIABILITIES (315,661) (315,661)

Total net assets 48,622 6,561

Total cost of acquisition 48,622


PLUS Expressways Berhad
199
Annual Report 2009

19 INVESTMENTS IN SUBSIDIARIES (Continued)


(a) Acquisition of a subsidiary (Continued)

The cash outflow on acquisition is as follows:

RM’000

Purchase consideration satisfied by cash (see note below) 134,000

Total cash outflow 134,000


Cash and cash equivalents of subsidiary acquired (47,920)

86,080
Less: Deposit paid in 2007 (13,400)

Net cash outflow of the Group in 2008 72,680

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

Unquoted private debt securities, at cost 115,000 65,000


Add: Premium 1,638 33
Less: Discount amortised (7,446) (9,108)

109,192 55,925
Structured products 50,000 110,000

Total other investments 159,192 165,925

Indicative market value of unquoted private debt securities 111,673 55,379

Indicative market value of structured products 46,810 103,522


200 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

21 DEFERRED TAXATION
Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

At 1 January (381,085) 26,173 4,898 1,293


Recognised in the Income Statement (Note 12(a)) (417,427) (410,801) 2,992 3,605
Acquisition of subsidiary (Note 19(a)) — 3,571 — —
Translation difference 49 (28) — —

At 31 December (798,463) (381,085) 7,890 4,898

Presented after appropriate offsetting as follows:


Deferred tax assets 8,316 7,154 7,890 4,898
Deferred tax liabilities (806,779) (388,239) — —

(798,463) (381,085) 7,890 4,898

The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting are as follows:

Deferred Tax Assets of the Group:

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

At 1 January 2009 232,904 492,171 1,150 261,510 987,735


Recognised in the Income Statement (76,659) (303,020) 3,090 50,816 (325,773)
Translation difference — — — 51 51

At 31 December 2009 156,245 189,151 4,240 312,377 662,013

At 1 January 2008 225,644 835,782 1,294 190,871 1,253,591


Recognised in the Income Statement (6,371) (343,611) (144) 58,521 (291,605)
Acquisition of subsidiary (Note 19(a)) 13,631 — — 12,146 25,777
Translation difference — — — (28) (28)

At 31 December 2008 232,904 492,171 1,150 261,510 987,735


PLUS Expressways Berhad
201
Annual Report 2009

21 DEFERRED TAXATION (Continued)


Deferred Tax Liabilities of the Group:

Timing
difference
Unabsorbed Timing on property,
capital difference plant and
allowance on EDE equipment Total
RM’000 RM’000 RM’000 RM’000

At 1 January 2009 21,083 (1,389,862) (41) (1,368,820)


Recognised in the Income Statement — (91,680) 24 (91,656)

At 31 December 2009 21,083 (1,481,542) (17) (1,460,476)

At 1 January 2008 — (1,227,336) (82) (1,227,418)


Recognised in the Income Statement (6,455) (112,782) 41 (119,196)
Acquisition of subsidiary (Note 19(a)) 27,538 (49,744) — (22,206)

At 31 December 2008 21,083 (1,389,862) (41) (1,368,820)

Deferred tax assets have not been recognised in respect of the following items:

Group

2009 2008
RM’000 RM’000

Unused tax losses 506,400 505,796


Unabsorbed capital allowances 658,228 657,950

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)

21 DEFERRED TAXATION (Continued)


Deferred Tax Assets of the Company:

Timing
difference
on property,
plant and
equipment Provisions Total
RM’000 RM’000 RM’000

At 1 January 2009 (2,287) 7,185 4,898


Recognised in the Income Statement (843) 3,835 2,992

At 31 December 2009 (3,130) 11,020 7,890

At 1 January 2008 (1,952) 3,245 1,293


Recognised in the Income Statement (335) 3,940 3,605

At 31 December 2008 (2,287) 7,185 4,898

22 TOLL COMPENSATION RECOVERABLE FROM THE GOVERNMENT


Group

2009 2008
RM’000 RM’000

At 1 January 2,013,767 1,392,650


Net toll compensation revenue 813,062 730,923
Less: Compensation received/recognised (210,424) (90,533)
FINANCIAL STATEMENTS

Set-off against income tax payable of PLUS (Note 12(b)) (12,337) (19,273)

At 31 December 2,604,068 2,013,767

Analysed as:
Toll compensation recoverable within 12 months 117,879 104,269
Toll compensation recoverable after 12 months 2,486,189 1,909,498

Total toll compensation recoverable 2,604,068 2,013,767


PLUS Expressways Berhad
203
Annual Report 2009

23 SUNDRY RECEIVABLES, DEPOSITS AND PREPAYMENTS


Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Sundry receivables 68,783 53,476 1,582 1,255


Less: Allowance for doubtful debts (353) (353) — —

68,430 53,123 1,582 1,255


Deposits and prepayments 9,258 10,268 4,317 4,751

77,688 63,391 5,899 6,006

24 HOLDING, SUBSIDIARIES AND RELATED COMPANIES


Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

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)

24 HOLDING, SUBSIDIARIES AND RELATED COMPANIES (Continued)


(i) Amount owing to immediate holding company

Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Amount owing to immediate holding company 11,140 8,223 796 265


Less: Repayable after twelve months (6,885) (6,885) — —

Repayable within twelve months 4,255 1,338 796 265

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.

(iii) Related companies


FINANCIAL STATEMENTS

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

25 SHORT TERM INVESTMENTS


Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Quoted shares, at cost — 46 — —


Less: Written off — (46) — —

— — — —
Commercial Papers/Medium Term Notes (“MTNs”) 70,000 63,389 25,000 —
Less: Discount (64) — (32) —

69,936 63,389 24,968 —


Structured products 60,000 — — —

129,936 63,389 24,968 —

Indicative market value of Commercial Papers/MTNs 69,710 62,767 21,813 —

Indicative market value of structured products 59,213 — — —

26 LONG TERM AND SHORT TERM DEPOSITS WITH LICENSED BANKS AND CASH AND BANK BALANCES
Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Current
Islamic short term deposits Note (i) 2,434,444 1,910,218 — —

Conventional short term deposits


– Proceeds Account Note (ii) 19,210 20,438 — —
– Others 397,752 278,468 163,029 6,190

2,851,406 2,209,124 163,029 6,190

Cash and bank balances


– Proceeds Account Note (ii) 2 3 — —
– Others 32,122 25,303 325 253

32,124 25,306 325 253

Total cash and cash equivalents 2,883,530 2,234,430 163,354 6,443


206 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

26 LONG TERM AND SHORT TERM DEPOSITS WITH LICENSED BANKS AND CASH AND BANK BALANCES (Continued)
Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

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

Issued and fully paid up:


5,000,000,000 ordinary shares of RM0.25 each at beginning/end of the year 1,250,000 1,250,000
PLUS Expressways Berhad
207
Annual Report 2009

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)

At 1 January 2009 (20,312) — (20,312)


Foreign currency translation 12,648 — 12,648

At 31 December 2009 (7,664) — (7,664)

At 1 January 2008 (2,445) 3,485 1,040


Foreign currency translation (17,867) — (17,867)

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)

At 31 December 2008 (20,312) — (20,312)


208 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

30 OTHER RESERVES (Continued)


The breakdown and movement of other non-distributable reserves are as follows (Continued):

Capital
contribution
from holding
company
Company RM’000

At 1 January 2009/At 31 December 2009 —

At 1 January 2008 2,037


Share options granted under EES: recognised in Income Statement 747
Transfer to retained earnings upon expiry of EES (Note 31) (2,784)

At 31 December 2008 —

The nature and purpose of each category of reserve are as follows:

(a) Foreign currency translation reserve


The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency. It
is also used to record the exchange differences arising from monetary items which from part of the Group’s net investment
in foreign operations, where the monetary item is denominated in either the functional currency of the reporting entity or
the foreign operation.

(b) Capital contribution from holding company


This represents the equity-settled share options granted to employees. It is made up of the cumulative value of services
received from employees recorded on grant of share options under the Employee Equity Scheme of UEM for eligible
FINANCIAL STATEMENTS

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

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Balance at beginning of year 3,687,948 3,329,186 576,903 488,920


Transfer from share option reserve (Note 30) — 4,429 — 2,784
Profit for the year 1,186,378 1,079,333 742,769 810,199

4,874,326 4,412,948 1,319,672 1,301,903


Dividends (800,000) (725,000) (800,000) (725,000)

Balance at end of year 4,074,326 3,687,948 519,672 576,903

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.

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES


Group Company

2009 2008 2009 2008


Note RM’000 RM’000 RM’000 RM’000

Long Term Financial Liabilities

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 — —

At 31 December 8,763,035 7,965,604 1,377,021 776,174


210 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (Continued)


Group

2009 2008
Note RM’000 RM’000

Short Term Financial Liabilities

PLUS
Senior Sukuk (a)(ii) 550,000 550,000

ELITE
BAIDS (a)(vii) — 68,169

KLBK
BAIDS (a)(viii) 7,917 4,963

At 31 December 557,917 623,132

PEB
(a) (i) PLUS SPV Sukuk
Group and Company

2009 2008
RM’000 RM’000

Principal 1,317,024 761,611


Accreted profit element 59,997 14,563

1,377,021 776,174
FINANCIAL STATEMENTS

Repayable after 12 months 1,377,021 776,174

The PLUS SPV Sukuk are constituted by a Trust Deed dated 13 June 2008 entered into by PLUS SPV Berhad as the Issuer
and 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

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (Continued)


PEB (Continued)
(a) (i) PLUS SPV Sukuk (Continued)
The terms of the PLUS SPV Sukuk contain various covenants including the following:

PEB (the Obligor) shall maintain an annual Debt to Equity Ratio (“the D:E Ratio”) not exceeding 1.5 times throughout
the tenure of the Sukuk Programme. The D:E Ratio is the ratio of indebtedness of the Obligor represented by:

(i) the obligations of the Obligor under the Purchase Undertaking (which is deemed to be an amount equivalent to
the aggregate nominal value of all outstanding Sukuk, adjusted to be equivalent to the accreted value on the date
the D:E Ratio is calculated);

(ii) all other indebtedness of the Obligor for borrowed monies (be it actual or contingent and whether Islamic or
conventional) for principal only, hire purchase obligations, finance lease obligations, net exposure determined on
a marked to market basis under any derivative instrument and obligations/contingent liabilities under guarantees/
call or put options of the Obligor but excluding (a) any inter company loans which are subordinated to the Sukuk,
(b) non-recourse indebtedness incurred by the Obligor’s subsidiaries and (c) any performance bonds/performance
guarantees/shareholder undertakings in relation to cost overruns issued by the Obligor in respect of projects
undertaken by the Obligor and/or its subsidiaries;

to the shareholders’ funds of the Obligor including, if any, preference equity, subordinated shareholders’ advances/loans
and retained earnings/losses less intangibles (if any).

The 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

Repayable within 12 months 550,000 550,000


Repayable after 12 months 1,900,000 2,450,000

2,450,000 3,000,000
212 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (Continued)


PLUS (Continued)
(a) (ii) Senior Sukuk (Continued)
The Senior Sukuk is constituted by the Trust Deed dated 18 December 2007 entered into by PLUS and the Trustee for
the holders of the Senior Sukuk.

The Senior Sukuk was issued on 27 December 2007 with a nominal value of RM3,550 million under the Islamic principle
of Musyarakah which is a contract of partnership in a venture. Under this structure, potential investors formed a
Musyarakah among themselves to invest in the Senior Sukuk.

The Senior Sukuk 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

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (Continued)


PLUS (Continued)
(a) (iii) Sukuk Series 1
Group

2009 2008
RM’000 RM’000

Sukuk Series 1 1,148,930 1,148,930


Accreted profit element 615,562 511,085

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.

(a) (iv) Sukuk Series 2


Group

2009 2008
RM’000 RM’000

Sukuk Series 2 1,047,972 1,047,972


Accreted profit element 363,827 274,084

1,411,799 1,322,056
214 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (Continued)


PLUS (Continued)
(a) (iv) Sukuk Series 2 (Continued)
The Sukuk Series 2 are constituted by a Trust Deed dated 28 September 2006 entered into by PLUS and the Trustee for
the holders of the Sukuk Series 2.

Sukuk Series 2 was issued on 10 October 2006 under the Islamic principle of Musyarakah with a nominal value of
RM2,410 million via exchange for Zero Serial BBA previously issued on 17 June 2005. Sukuk Series 2 are negotiable non-
interest bearing secured Bonds in bearer form evidencing a promise by PLUS to pay stated sums on specified dates.
The Sukuk Series 2 are issued in 4 series with tenures from 11 years to 14 years from the date of issue. The 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.

(a) (v) Sukuk Series 3


Group

2009 2008
RM’000 RM’000

Sukuk Series 3 1,118,483 856,235


Accreted profit element 163,824 93,919
FINANCIAL STATEMENTS

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

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (Continued)


PLUS (Continued)
(a) (v) Sukuk Series 3 (Continued)
There will be 2 types of Sukuk Series 3 namely those MTNs with Periodic Payments and those MTNs without Periodic
Payments provided that Sukuk Series 3 involving MTNs with Periodic Payments may only be issued upon either (a)
redemption in full of the Senior Sukuk, the Sukuk Series 1 and the Sukuk Series 2; or (b) consent of the holders of the
Senior Sukuk, the Sukuk Series 1 and the Sukuk Series 2; or (c) from 30 June 2019 onwards, whichever earlier.

MTNs with Periodic Payments will be entitled to Periodic Payments and a payment of the Exercise Price.

MTNs without Periodic Payments will only be entitled to a one-off payment of the Exercise Price on the Maturity Date
and Distribution on the Distribution Date.

The maturity profile of Sukuk Series 3 is analysed in Note 34, ‘Maturity Profile of Bonds and Borrowings’.

The relevant details of the security arrangements are stated in Note 35, ‘Security Arrangements of Borrowings and
Bonds’.

The terms of the Trust Deed prescribes that in the event of default, the nominal amount outstanding of the Sukuk Series
3 will become immediately due and payable.

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 —

Repayable after 12 months 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)

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (Continued)


ELITE (Continued)
(a) (vi) Seafield Sukuk (Continued)
ELITE, through Seafield, had on 27 May 2009 issued RM950.0 million nominal value Seafield Sukuk under the medium
term notes programme of up to RM1.5 billion nominal value Seafield Sukuk based on the Islamic Principle of Musyarakah.
The Seafield Sukuk were issued in 9 series with maturities commencing from 2018 to 2026.

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

(a) (vii) BAIDS


Group
2009 2008
RM’000 RM’000

BAIDS — 710,000
Accreted profit element — (5,972)

— 704,028

Repayable within 12 months — 68,169


Repayable after 12 months — 635,859

— 704,028
PLUS Expressways Berhad
217
Annual Report 2009

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (Continued)


ELITE (Continued)
(a) (vii) BAIDS (Continued)
On 28 February 2003, ELITE issued an Islamic debt security, the BAIDS of RM800 million to investors, where part of the
proceeds of the issuance of the ELITE BAIDS was used to repay an amount then owing to commercial lenders comprising
banks or merchant banks, the Employees’ Provident Fund Board and Danaharta Urus Sdn Bhd (collectively known as “TL
Facility Lenders”) under a Term Loan Facility Arrangement and commercial lenders who are discount houses and fund
managers (collectively known as “Scheduled Creditors”) under a Scheduled Payment Arrangement.

The 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

BAIDS 159,052 163,176


Accreted profit element 16,715 13,133

175,767 176,309

Repayable within 12 months 7,917 4,963


Repayable after 12 months 167,850 171,346

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)

32 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (Continued)


KLBK (Continued)
(a) (viii) BAIDS (Continued)
The profit element on the Primary BAIDS is recognised as finance cost over the tenure of the Primary BAIDS’ series and
is charged to the income statement as an expense in the financial year it is incurred.

The maturity 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

2009 2008 2009 2008


Note RM’000 RM’000 RM’000 RM’000

Long Term Borrowings (A) 1,654,284 1,551,694 — —


Short Term Borrowings (B) 23,947 332,801 — 325,806
Amount due to Government (C) 38,096 38,096 — —

1,716,327 1,922,591 — 325,806

(A) Long Term Borrowings


(Repayable after 12 months)

ELITE
Government Loans
– Amount drawndown 89,916 89,916 — —
FINANCIAL STATEMENTS

– Additional Government Loan 300,000 300,000 — —

(a)(i) 389,916 389,916 — —

LINKEDUA
Government Loans
– Principal and capitalised interest 1,074,320 993,269 — —
– Accrued interest 87,664 81,051 — —

(a)(ii) 1,161,984 1,074,320 — —

PLUS BKSP
Term loan (a)(iii) 102,384 87,458

Total Long Term Borrowings 1,654,284 1,551,694 — —


PLUS Expressways Berhad
219
Annual Report 2009

33 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT (Continued)
Group Company

2009 2008 2009 2008


Note RM’000 RM’000 RM’000 RM’000

(B) Short Term Borrowings


(Repayable within 12 months)

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

– Bridging Loan 2 — 245,949 — 245,949


– Accrued interest — 372 — 372

— 246,321 — 246,321

(b)(i) — 325,806 — 325,806

Total Short Term Borrowings 23,947 332,801 — 325,806

(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

(b) (i) Bridging Loans


PEB has entered into loan agreements with CIMB Bank for Bridging Term Loans 1 and 2 on 19 September 2007 and 13
December 2007 respectively. These Bridging Loans were interest bearing loans on clean basis and the facility shall be
repaid from the proceeds of the issuance of the PLUS SPV Sukuk. In 2008, Bridging Loan 2 was partially repaid with an
amount of RM760.05 million from the proceeds of the first issuance of PLUS SPV Sukuk.

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:

Date of Repayment Percentage


(i) On or before 31 December 2015 25% of Reimbursable Land Costs
(ii) On or before 31 December 2016 25% of Reimbursable Land Costs
(iii) On or before 31 December 2017 25% of Reimbursable Land Costs
(iv) On or before 31 December 2018 25% of Reimbursable Land Costs

As at 31 December 2009, the amount payable to the Government was RM38,095,662 (2008: RM38,095,662).

34 MATURITY PROFILE OF BONDS AND BORROWINGS


Amounts outstanding and repayable as at 31 December 2009 and 31 December 2008 of the Group are tabulated as follows:

Within Between 1 Between 2 After


2009 Note 1 year and 2 years and 5 years 5 years Total
RM’000 RM’000 RM’000 RM’000 RM’000

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

581,864 943,041 2,692,149 6,782,129 10,999,183


222 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

34 MATURITY PROFILE OF BONDS AND BORROWINGS (Continued)


Within Between 1 Between 2 After
2008 Note 1 year and 2 years and 5 years 5 years Total
RM’000 RM’000 RM’000 RM’000 RM’000

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

955,933 1,548,362 2,612,824 5,356,112 10,473,231


FINANCIAL STATEMENTS

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS


The security arrangements as at 31 December 2009 in connection with the Group’s borrowings and bonds are as follows:

(i) Security arrangement for PLUS SPV Sukuk

(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

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (Continued)


(ii) Security arrangement for Senior Sukuk

(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.

(hereinafter referred to as the “Security”)

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)

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (Continued)


(ii) Security arrangement for Senior Sukuk (Continued)
The Distribution Account 2 (and all credit balances therein) and the Distribution Amount 2, and the Payment Account 2 (and
all credit balances therein) and the Charged Amount 2 are excluded from the Security and is held for the benefit of/charged
to the holders of the Sukuk Series 2 respectively.

The Distribution Account 3 (and all credit balances therein) and the Distribution Amount 3, and the Payment Account 3 (and
all credit balances therein) and Charged Amount 3 are excluded from the Security and is held for the benefit of/charged to
the holders of the Sukuk Series 3.

(iii) Security arrangements for Sukuk Series 1

(a) Assignment over the Sukuk Series 1 Charged Amounts; and

(b) Charge over Payment Account 1.

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.

Determination of the Cash Flow Proceeds shall be in the following manner:

– 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.

(iv) Security arrangements for Sukuk Series 2

(a) Assignment over the Sukuk Series 2 Charged Amounts; and

(b) Charge over Payment Account 2.

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

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (Continued)


(iv) Security arrangements for Sukuk Series 2 (Continued)
Determination of the Cash Flow Proceeds shall be in the following manner:

– 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.

Tranches Sukuk Series 2 Maturity Date


Charged Amounts (years from the
(RM million) Issue date)

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.

(v) Security arrangements for Sukuk Series 3

(a) Assignment over the Sukuk Series 3 Charged Amounts; and

(b) Charge over Payment Account 3.

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)

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (Continued)


(v) Security arrangements for Sukuk Series 3 (Continued)
Determination of the Cash Flow Proceeds shall be in the following manner:

– 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.

Tranches Sukuk Series 3 Maturity Date


Charged Amounts (years from the
(RM million) Issue date)

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

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (Continued)


(vi) Security arrangements for ELITE’s Seafield Sukuk, Government Loan and Additional Government Loan (Continued)

(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.

(vii) Security arrangements for LINKEDUA’s Government Loan


The security arrangements for LINKEDUA’s Government Loan are as follows:

(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)

35 SECURITY ARRANGEMENTS OF BORROWINGS AND BONDS (Continued)


(viii) Security arrangements for KLBK’s BAIDS
The security arrangement for KLBK’s Primary BAIDS are as follows:

Security Under the Debenture


(a) by way of first fixed charge:

(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).

Security under the Deed of Assignment


(a) all its present and future rights under the Concession Agreement including all amounts from time to time and at any
time payable to KLBK thereunder by the Government of Malaysia;

(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

Security under the Charge


All its present and future rights, title and interest in and to:
(a) the Proceeds;
(b) the Designated Accounts; and
(c) the Credit Balance.

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:

Retirement Benefits as at 31 December = (2 X last drawn monthly basic salary X length of


service with the company) – EPF Offset*

* Defined as total employer’s contributions to the EPF, made at the statutory employer’s contribution rate and accumulated EPF
dividend.
PLUS Expressways Berhad
229
Annual Report 2009

36 RETIREMENT BENEFIT (Continued)


The amount recognised in the balance sheet are determined as follows:

Group

2009 2008
RM’000 RM’000

Present value of unfunded defined benefit obligations 15,836 13,714

The amount recognised in the income statement are as follows:

Current service cost 834 685


Interest cost 949 738
Amortisation of net loss 20 —

1,803 1,423

Principal actuarial assumptions used:

2009 2008
% %

Discount rate 6.00 6.00


Expected rate on salary increases 5.00 5.00
EPF dividend rate 5.00 4.75 – 5.00

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.

Movement in the net liability were as follows:


Group

2009 2008
RM’000 RM’000

At 1 January 14,071 12,822


Recognised in the income statement 1,803 1,423
Under provision for previous years 28 —
Contribution paid (204) (174)

At 31 December 15,698 14,071


230 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

37 DEFERRED LIABILITIES/DEFERRED REVENUE


(a) Deferred liabilities
Deferred liabilities comprise fees received in advance for future maintenance expenditure to be incurred, in consideration for
right-of-way access granted by PLUS, ELITE, and KLBK, analysed as follows:

Group

2009 2008
RM’000 RM’000

Amount received in advance 117,723 112,906


Amount recognised (34,802) (33,209)

82,921 79,697

Deferred liabilities realisable within 12 months 6,920 6,473


Deferred liabilities realisable after 12 months 76,001 73,224

82,921 79,697

(b) Deferred revenue


Deferred revenue relates to toll compensation received by KLBK from the Government in respect of revision in toll rate
structure from year 2005 until the expiry of the concession period in 2026 as mentioned in Note 3(iii)(b), analysed as
follows:

Group

2009 2008
RM’000 RM’000
FINANCIAL STATEMENTS

Amount received in advance 60,590 60,590


Amount recognised (13,607) (12,781)

46,983 47,809

Deferred revenue realisable within 12 months 3,194 1,187


Deferred revenue realisable after 12 months 43,789 46,622

46,983 47,809
PLUS Expressways Berhad
231
Annual Report 2009

38 TRADE PAYABLES, SUNDRY PAYABLES AND ACCRUALS


Group Company

2009 2008 2009 2008


Note RM’000 RM’000 RM’000 RM’000

(a) Trade payables (i) 35,454 27,331 — —

(b) Sundry payables and accruals


Sundry payables 38,042 37,969 2,931 1,841
Profit element payable on:
– PLUS SPV Sukuk 4,705 58 4,705 58
– Senior Sukuk 14,829 17,778 — —
– ELITE’s Seafield Sukuk 5,394 — — —
– ELITE’s BAIDS — 15,865 — —
– KLBK’s BAIDS 4,253 4,345 — —
Accruals 59,357 59,066 20,213 20,814
Others 483 599 389 242

127,063 135,680 28,238 22,955

(i) Trade payables are non-interest bearing and the normal trade credit terms granted to the Group ranging from 30 days to
60 days.

39 AMOUNT RECEIVED FROM THE GOVERNMENT FOR ADDITIONAL WORKS


Group

2009 2008
RM’000 RM’000

Amount received from the Government 680,590 680,590


Add: Cumulative interest income 47,279 46,844
Less: Additional Works expenditure (705,282) (703,618)
     Compensation for loss of interest income (3,371) (3,371)

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)

40 SIGNIFICANT RELATED PARTY TRANSACTIONS


Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Dividend income received/receivable from PLUS — — 825,000 885,000

Management fees received for expressway operation


services rendered by the Company to its subsidiaries — — 105,606 100,959

Income from training fees received/receivable from


subsidiaries of PEB — — 205 1,366

Provision of information technology services


by a subsidiary of UEM 2,953 2,956 2,940 2,956

Corporate and administrative support services


paid/payable to:
– UEM 807 455 758 193
– subsidiaries of UEM 7,146 4,113 1,895 2,251
– an associate of UEM 227 — 137 —

Amounts payable to UEM in respect of


Director’s remuneration 70 199 47 50
FINANCIAL STATEMENTS

Lease rental income received/receivable in respect of


fibre optic telecommunications from associate of UEM 16,754 15,957 — —

Utilities rental paid/payable in respect of


telecommunications network from an associate of UEM 407 659 — —

Expressways development expenditure works


performed for PEB’s subsidiaries by:
– UEM 30,896 10,821 — —
– subsidiaries of UEM 237,607 371,118 — —
PLUS Expressways Berhad
233
Annual Report 2009

40 SIGNIFICANT RELATED PARTY TRANSACTIONS (Continued)


Group Company

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Expressway maintenance expenditure paid/payable


to subsidiaries of UEM 218,924 216,468 — —

Additional Works performed for PLUS by subsidiaries


of UEM 27,669 220,563 — —

Project management fees paid/payable to a subsidiary


of UEM 3,287 5,522 — —

Network maintenance management and technical


services performed by a subsidiary of UEM 18,254 19,146 — —

Commission received/receivable for sale of


Touch ‘n Go from a subsidiary of UEM 1,676 210 — —

Commission for toll collection via Touch ’n Go


paid/payable to a subsidiary of UEM 21,607 18,937 — —

Income from rental of facilities received/


receivable from:
– associates of UEM 411 — — —
– a subsidiary of UEM 6 — — —

Professional fees paid/payable to Symphony


Share Registrars Sdn Bhd, in which a director of the
Company, Dato’ Mohamed Azman Yahya, has interest 68 43 68 43
234 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

41 CAPITAL COMMITMENTS
Group Company

2009 2008 2009 2008


Note RM’000 RM’000 RM’000 RM’000

Amount authorised and contracted for (i) 669,774 553,472 44 340

Amount authorised but not contracted for (ii) 114,584 93,763 73,926 —

Included in the amount are the following:

(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.

42 FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES


The Group’s principal financial instruments consist of PLUS SPV Sukuk, Senior Sukuk, Sukuk Series 1, Sukuk Series 2, Sukuk Series
3, Seafield Sukuk, KLBK BAIDS, Government Loans, Reimbursable Land Cost, Overdraft Facility, Trade Facilities, Maintenance Bond
Facilities, term loans, short term and long term investments and short term and long term deposits. The short term investments
(excluding quoted shares), long term investments and short term deposits are investments of available cash flows from
operations.

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:

a) Interest Rate Risk


The Group obtains its external financing through PLUS SPV Sukuk, Senior Sukuk, Sukuk Series 1, Sukuk Series 2, Sukuk Series
3, Seafield Sukuk, KLBK BAIDS, Government Loans, Overdraft Facility, Trade Facilities, Maintenance Bond Facilities and term
loans. The Group’s profit element for PLUS SPV Sukuk, Senior Sukuk, Sukuk Series 1, Sukuk Series 2, Sukuk Series 3, Seafield
Sukuk, KLBK BAIDS, and interest on Government Loan and term loans are based on agreed fixed rates respectively. Interest
on the Overdraft Facilities is the margin of 0.75% per annum over the base lending rate.

Information relating to the Group’s interest rates and profit element on borrowings and bonds are disclosed in Notes 7, 32
and 33. Details of the remaining maturities of the Group’s financial liabilities are disclosed in Note 34.
PLUS Expressways Berhad
235
Annual Report 2009

42 FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)


a) Interest Rate Risk (Continued)
The interest/profit profile of the financial liabilities of the Group is as follows:

Group

2009 2008
RM’000 RM’000

Floating rate financial liabilities — 325,806


Fixed rate financial liabilities 10,609,267 9,757,509
Interest free financial liabilities 389,916 389,916

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

Weighted average interest rate/profit element (%)


Floating rate — 4.26
Fixed rate 6.82 6.85

Average period (years)


Floating rate — 1.0
Fixed rate 7.9 7.6
Interest free 5.5 6.2

The interest/profit profile of the financial assets of the Group is as follows:

Group

2009 2008
RM’000 RM’000

Fixed rate financial assets (Note i) 3,141,035 2,438,921


Financial assets on which no interest is earned (Note ii) 32,124 25,306

3,173,159 2,464,227
236 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

42 FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)


a) Interest Rate Risk (Continued)
Note i
Fixed rate financial assets mainly comprise short term investments (excluding quoted shares), long term investments, short
term deposits and long term deposits, placed with licensed banks and corporate issuers.

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.

c) Foreign Currency Risk


There is no foreign currency financing obtained by the Group for the year ended 31 December 2009.

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.

f) Maturity of Financial Liabilities


The maturity profile of the financial liabilities is disclosed in Note 34.
PLUS Expressways Berhad
237
Annual Report 2009

42 FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)


g) Fair Values
The carrying amount of the financial assets and liabilities of the Group at the balance sheet date approximate their fair values
except for the following:

Group

2009 2008

Carrying Fair Carrying Fair


Amount Value Amount Value
RM’000 RM’000 RM’000 RM’000

ELITE Government Loans (389,916) (381,901) (389,916) (326,820)


ELITE Amount due to Government (38,096) (37,367) (38,096) (29,551)
Amount owing to immediate holding company (6,885) (3,230) (6,885) (3,045)

The following methods and assumptions are used to estimate the fair values of the following classes of financial
instruments:

(i) ELITE Government Loans


ELITE Government Loans are estimated by discounting the expected future cash flows using the indicative rates of
equivalent 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.

(ii) Commencement of toll operation for PLUS BKSP, India


On 22 August 2009, PEB’s subsidiary in India, PLUS BKSP has commenced its toll operation.

(iii) Acquisition of PHS


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.
238 PLUS Expressways Berhad
2009 Annual Report

Notes to The
Financial Statements (continued)

44 SUBSEQUENT EVENT AFTER BALANCE SHEET DATE


Proposed acquisitions of interest in Indu Navayuga Infra Project Private Limited, India
On 22 January 2010, PEB entered into a Share Purchase cum Shareholders Agreement with Navayuga Engineering Company
Limited, Indu Projects Limited, M/s. Abhishek Developers and Indu Navayuga Infra Project Private Limited (“Indu Navayuga”)
(Navayuga, Indu and Abhishek are hereinafter referred to as the “Existing Shareholders”) in relation to the proposed acquisition
by PEB of up to 74% of the equity interest of the Existing Shareholders in Indu Navayuga (“Proposed Acquisition”).

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.

* based on exchange rate of Rs1 = RM0.074

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.

(b) Geographical segments


The Group’s geographical segments are based on the location of the Group’s assets. The Group operate in three geographical
areas:

(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

(iii) Indonesia – the operation in this area is expressway operation services.


PLUS Expressways Berhad
239
Annual Report 2009

45 SEGMENTAL REPORTING (Continued)


(b) Geographical segments (Continued)
The following table provides an analysis of the Group’s carrying amount of segment assets and capital expenditure, analysed
by geographical segments:

Segment Assets Capital Expenditure

2009 2008 2009 2008


RM’000 RM’000 RM’000 RM’000

Malaysia 18,009,399 16,709,562 12,221,930 12,226,322


India and Mauritius 214,370 180,870 200,970 175,643
Indonesia 128,841 117,870 72,740 57,357

18,352,610 17,008,302 12,495,640 12,459,322

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.

(c) Business segments


No business segmental analysis is prepared in the current and prior years as the Group is primarily engaged in the operation
and maintenance of toll roads and expressways.

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:-

No. Names of Related Party Relationship

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

Authorised Capital : RM2,500,000,000.00


Issued and Paid-Up : RM1,250,000,000.00
Class of Shares : Ordinary Shares of 25 sen each
No. of Shareholders : 23,423
Voting Rights : One Vote per Ordinary Share

Size of Holdings No. of Holders % No. of Shares Held %


Less than 100 599 2.56 17,546 0.00
100 to 1,000 12,060 51.49 11,479,911 0.23
1,001 to 10,000 9,258 39.53 33,462,689 0.67
10,001 to 100,000 1,030 4.40 30,051,070 0.60
100,001 to less than 5% of issued shares 472 2.02 1,362,648,322 27.25
5% and above of issued shares 4 0.02 3,562,340,462 71.25
Total 23,423 100.00 5,000,000,000 100.00

Substantial shareholders as at 5 March 2010:


(As per the Register of Substantial Shareholders, excluding bare trustees)

Name Direct Holdings % Indirect Holdings %


UEM Group Berhad 1,925,370,835 38.51 — —
Khazanah Nasional Berhad 836,762,390 16.74 *1,925,370,835 38.51
Employees Provident Fund Board 618,032,112 12.36 — —
Kumpulan Wang Persaraan (Diperbadankan) 333,436,512 6.67 — —

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

Tan Sri Dato’ Mohd Sheriff Mohd Kassim 55,000 0.01


Dato’ Mohd Izzaddin Idris — —
Noorizah Hj Abd Hamid 20,000 *
Hassan Ja’afar 40,000 *
Tan Sri Datuk K. Ravindran 40,000 *
Dato’ Mohamed Azman Yahya 40,000 *
Quah Poh Keat — —
Datuk Seri Panglima Mohd Annuar Zaini 15,000 *
Dato’ Seri Ismail Shahudin — —

* less than 0.01%


PLUS Expressways Berhad
243
Annual Report 2009

In its Related Corporations


Save for the following, none of the Directors of the Company has any interest, direct or indirect, in shares in its related corporations:

No. of ordinary shares of RM0.50 each


Name of Director Direct % Indirect %
UEM Land Holdings Berhad
Tan Sri Dato’ Mohd Sheriff Mohd Kassim 114,000 * — —
Dato’ Seri Ismail Shahudin 4,688 * — —

* less than 0.01%

No. of ordinary shares of RM1.00 each


Name of Director Direct % Indirect %
Pharmaniaga Berhad
Noorizah Hj Abd Hamid 100 * — —

* less than 0.01%

List of PLUS Expressways’ Top 30 Holders as at 5 March 2010


Name Holdings %
1. UEM Group Berhad 1,924,230,835 38.48
2. Khazanah Nasional Berhad 750,913,100 15.02
Exempt An
3. Employees Provident Fund Board 557,883,912 11.16
4. Kumpulan Wang Persaraan (Diperbadankan) 329,312,612 6.59
5. AmanahRaya Trustees Berhad 196,845,200 3.94
Skim Amanah Saham Bumiputera
6. Khazanah Nasional Berhad 85,849,287 1.72
7. AmanahRaya Trustees Berhad 67,002,000 1.34
Amanah Saham Malaysia
8. AmanahRaya Trustees Berhad 64,824,000 1.30
Amanah Saham Wawasan 2020
9. Pertubuhan Keselamatan Sosial 48,535,297 0.97
10. AmanahRaya Trustees Berhad 42,572,200 0.85
Amanah Saham Didik
11. Valuecap Sdn Bhd 37,501,800 0.75
12. Lembaga Tabung Haji 34,895,900 0.70
13. HSBC Nominees (Tempatan) Sdn Bhd 32,000,000 0.64
Nomura Asset Mgmt Malaysia For Employees Provident Fund
244 PLUS Expressways Berhad
2009 Annual Report

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

28. HSBC Nominees (Asing) Sdn Bhd 11,063,300 0.22


Exempt An For The Bank Of New York Mellon (Mellon Acct)
29. AmanahRaya Trustees Berhad 10,795,000 0.22
Public Islamic Dividend Fund
30. SBB Nominees (Tempatan) Sdn Bhd 10,717,700 0.21
Employees Provident Fund Board
PLUS Expressways Berhad
245
Annual Report 2009

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

Staff Selangor 99 years ending 31 March 2005


accommodation 1 November 2092
16. Double storey No. 17, 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 5 July 2004
accommodation 1 November 2092
17. Double storey No. 27, 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 28 December 2084
PLUS Expressways Berhad
247
Annual Report 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)
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)

List of Land and Landed Properties by Location and by Company


No. of Properties
Location Freehold Leasehold Land Area Net Book Value
Land
acres (RM’000)
PEB
Melaka — — 338 26,988

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

PROJEK LEBUHRAYA UTARA-SELATAN BERHAD PLUS KALYAN (MAURITIUS) PRIVATE LIMITED


Menara Korporat, Persada PLUS c/o Multiconsult Limited
Persimpangan Bertingkat Subang Rogers House
KM15, Lebuhraya Baru Lembah Klang 5, President John Kennedy Street
47301 Petaling Jaya Port Louis, Mauritius
Selangor Darul Ehsan T +230 405 2000
Malaysia F +230 212 5265/208 0572
T +603 7801 6666/7666 4666
F +603 7801 6600/7666 4400
www.plus.com.my PLUS Plaza (MAURITIUS) PRIVATE LIMITED
c/o Multiconsult Limited
Rogers House
EXPRESSWAY LINGKARAN TENGAH SDN BHD 5, President John Kennedy Street
Menara Korporat, Persada PLUS Port Louis, Mauritius
Persimpangan Bertingkat Subang T +230 405 2000
KM15, Lebuhraya Baru Lembah Klang F +230 212 5265/208 0572
47301 Petaling Jaya
Selangor Darul Ehsan
Malaysia PLUS BKSP TOLL LIMITED
T +603 7801 6666/7666 4666 413, B Wing, Shree Nand Dham
F +603 7801 6600/7666 4400 4th Floor, Sector 11, CBD Belapur
www.plus.com.my Navi Mumbai 400 614
India
T +91 2227573777
LINKEDUA (MALAYSIA) BERHAD F +91 2227573767
Menara Korporat, Persada PLUS
Persimpangan Bertingkat Subang
KM15, Lebuhraya Baru Lembah Klang PT LINTAS MARGA SEDAYA
47301 Petaling Jaya JI Cibitung II No.34
Selangor Darul Ehsan Kebayoran Baru
Malaysia Jakarta 12170
T +603 7801 6666/7666 4666 Indonesia
F +603 7801 6600/7666 4400 T +62 21 7245870
www.plus.com.my F +62 21 7222436

KONSORTIUM LEBUHRAYA BUTTERWORTH-KULIM PT CIMANGGIS CIBITUNG TOLLWAYS


(KLBK) SDN BHD
Wisma Bakrie 1 Lantai 17
KM 6.5, Lebuhraya Butterworth-Kulim Jl. HR. Rasuna Said Kav. B2
13500 Permatang Pauh Jakarta 12920
Seberang Perai, Pulau Pinang Indonesia
Malaysia T +62 21 52920266
T +604 3977 807 F +62 21 52920837
F +604 3977 808
www.plus.com.my
250 PLUS Expressways Berhad
2009 Annual Report

Glossary

GLOSSARY OF PLUS EXPRESSWAY-SPECIFIC ACRONYMS


The following serves to explain the PLUS Expressway-specific acronyms used in the “Driving Growth” (namely the Chairman’s
Statement) and “Reaching for Excellence” (namely the operational review) sections of this Annual Report. It is not an exhaustive
listing.

ADAMS KPI PLUS CDC


As-Built Drawings Archiving Management Key Performance Indicator PLUS Child Development Centre
System
LINKEDUA PLUS FC
AVDS Linkedua (Malaysia) Berhad (the PLUS Football Club
Automatic Vehicle Detection System concessionaire for the Malaysia-Singapore
PLUSMA service
Second Crossing)
BAIDS PLUS Mobile Alert service
Bai’ Bithaman Ajil Islamic Debt Securities LMS
PLUSMiles
PT Lintas Marga Sedaya (the concessionaire
BETA Project PLUSMiles Loyalty Programme
Cikampek-Palimanan Expressway in West
Boosting Efficiency Transforming Attitude
Java, Indonesia) PORTAL
Project
Portable Transaction At Lane
INIPPL
BKSP
Indu Navayuga Infra Project Private PTC
Bhiwandi-Kalyan-Shil Phata Highway in
Limited (the concessionaire for the existing PLUS Training Centre
Mumbai, India
two lane portion from Km285 - Km325 of
National Highway No. 45 in Tamil Nadu, PROMPTS
CCTW
India) PLUSRonda Mobile Reporting System
PT Cimanggis Cibitung Tollways (the
concessionaire for the Cimanggis-Cibitung PTIP
MIT
Toll Road in Jakarta, West Java, PLUS Travel Incentive Programme
Maintenance Inspectorate Team
Indonesia)
MUFORS RSS
CCOMS Retirement Settlement Scheme
Malaysians Unite For Road Safety 09-09-
Customer Communications Management
09 RSA
System
NKVE Rest and Service Areas
CPTR
New Klang Valley Expressway STPs
Cikampek-Palimanan Toll Road
NSE Sewerage Treatment Plants
EFFORT
North-South Expressway Sukuk MTN
Electronic Forms for Toll
NSECL Sukuk Musyarakah medium term note
ELITE programme
North-South Expressway Central Link
Expressway Lingkaran Tengah Sdn Bhd
(the concessionaire for the North-South MSSC TEMAN
Expressway Central Link) Malaysia-Singapore Second Crossing Total Expressway Maintenance
Management System
OTHER INFORMATION

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)

being a member/members of PLUS EXPRESSWAYS BERHAD, hereby appoint

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.

My/Our proxy is to vote as indicated below:


(Please indicate with an “3” or “7” in the boxes provided how you wish your vote to be cast. If you do not do so, the proxy will vote or
abstain from voting at his discretion.)

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.

Dated this _______________ day of ______________ 2010.

_________________________________
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.

1st fold here

STAMP

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 Darul Ehsan, Malaysia

Then fold here

Fold this flap for sealing

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