DiGi.Com Berhad · 2014. 10. 8. · DiGi.Com Berhad is listed on Bursa Malaysia Securities Berhad...

DiGi.Com Berhad (425190-X)

Annual Report | Laporan Tahunan

01 Corporate Profi le

02 DiGi in 2008

04 Corporate Responsibility

07 Corporate Information

08 Notice of Annual General Meeting

12 Group Financial Summary

16 Directors’ Profi les

19 Chairman’s Statement

24 CEO’s Statement

31 DiGi Management Team

34 Statement of Corporate Governance

43 Statement on Internal Control

45 Audit Committee Report

48 Additional Compliance Information

49 Financial Statements

97 List of Properties

99 Disclosure of Recurrent Related Party Transactions

100 Statement of Directors’ Shareholdings

101 Statistics on Shareholdings

104 Form of Proxy

106 Corporate Directory

Contents

DiGi.Com Berhad (425190-X)1

CORPORATE PROFILE

DiGi.Com Berhad

DiGi.Com Berhad is listed on Bursa Malaysia Securities Berhad with a paid-up capital of RM77.75 million and a market capitalisation of approximately RM16.8 billion as at 6 April 2009.

The Group’s mobile service operations are undertaken by its wholly-owned subsidiary, DiGi Telecommunications Sdn Bhd. DiGi commenced operations in May 1995 when it launched its fully digital GSM1800 services, the fi rst digital mobile communications service in Malaysia.

In the last fi ve years, DiGi’s revenue has more than doubled to approximately RM4.8 billion with a subscriber base of 7.1 million. As a leading mobile communications company we provide a comprehensive range of affordable, convenient and easy-to-use wireless services to simplify and enrich the lives of our customers.

DiGi is the newest 3G broadband provider, investing in the latest High Speed Packet Access (HSPA) technology to be the fi rst in Malaysia to deploy a 14.4 Mbps network.

Our presence as a leader in prepaid services resulted in a number of fi rsts that have set industry benchmarks for simplicity and innovation. These customised and fl exible services are offered under the DiGi Prepaid brand name.

DiGi’s postpaid services under DiGi Postpaid and DiGi Business deliver quality voice as well as value-added mobile content and data services to individual and corporate customers.

Corporate Structure

2008 AccoladesWall Street Journal Asia’s 200 Most Admired Companies in Malaysia• Most admired for innovation• 4th most admired overall

Brand Equity Business Leadership Awards• Gold for Brand Visibility• Gold for Brand Leadership

Frost & Sullivan• Mobile Operator of the Year (Malaysia)

Malaysian Merger & Acquisition Association• Innovative Deal of the Year

PC.Com Magazine Awards 2008• Best Prepaid Operator• Top 10 Powerbrand

Minority Shareholder Watchdog Group• Top 10 in Corporate Governance

Finance Asia 2008 Awards• 5th Best Managed Company• 3rd Best Corporate Governance• 2nd Best Investor Relations Offi cer

DiGi.Com Berhad

DiGi ServicesSdn Bhd

Djuice.Com Sdn Bhd

DiGiTelecommunications

Sdn Bhd

Pay By MobileSdn Bhd

100% 100%

100% 100%

HolaMalaysia!

DiGi.Com Berhad (425190-X) 2

We started the New Year with the announcement of a new CEO. Johan Dennelind returned to DiGi after a short stint with Telenor Sweden as CMO and Deputy CEO.

DiGi customers got more with a minimum reload of RM30 during the DiGi Prepaid Easy Win Contest period. Over eight weeks starting 11 April, 800 DiGi subscribers won a year of free talk-time and another eight lucky customers won RM100,000 cash each.

May marked a new milestone for DiGi when the 3G spectrum was finally transferred to us in a signing ceremony witnessed by representatives from the Ministry of Energy, Water and Communications and the Malaysian Communications and Multimedia Commission.

DiGi in 2008

In the same month, we wrapped up our corporate responsibility programme, DiGi Amazing Malaysians (DAM) with The Treasure Keeper of Kuala Lumpur in Brickfields. Initiated in 2005, DAM recognised “Amazing Malaysians” who worked towards conserving Malaysia’s heritage.

DiGi subscribers were among the first in Malaysia to enjoy premium Bollywood entertainment news and dramas via DiGi’s D’podCast.


We continued to cement our best value proposition and brought simplicity to a new level in our postpaid and prepaid offerings. In July, we launched the industry’s first free domestic calls and SMS as part of four new plans under the I Savings banner for Postpaid.

DiGi made a commitment to champion climate change through the launch of the Deep Green programme in August. The programme aims to reduce DiGi’s carbon footprint by 50% by 2011. We became the first signatory in Malaysia to endorse the UN Global Compact’s Caring for Climate platform.

We achieved an industry first in September when DiGi announced it would provide free RM10,000 Personal Accident insurance coverage to customers. Working together with AIG, DiGi customers with over three months’ tenure could activate this benefit via their mobile phones.

DiGi once again revolutionised the prepaid market by offering a true low flat rate in the industry with 36 sen per minute voice calls and 10 sen per SMS to anyone on any network, anytime, anywhere in the country under the Prepaid I Like plan.

Mid-November saw DiGi staff painting the town yellow. A first-of-its-kind in Malaysia, the on-ground exercise had one goal — to switch as many people as possible to DiGi and educate consumers on how easy it was to do so through Mobile Number Portability (MNP).

Our inaugural concept store, DiGi360° was launched in November. Located at Solaris Mont Kiara, the store is designed to provide customers with personalised services that bring the DiGi experience to a new level.


CORPORATE RESPONSIBILITY

DiGi stayed the course in 2008 in its aim to integrate socially and environmentally responsible practices across business and organisation.

Our corporate responsibility (CR) strategy addresses the four pillars outlined in the Bursa Malaysia CR Framework i.e. Environment, Community, Marketplace and Workplace. The focus areas are:

• Minimising our environmental footprint• Engaging with community• Driving integrity and empowerment in our

workplace and marketplace

Going Deep Green

DiGi’s Deep Green programme was launched in August 2008 to address the company’s impact on climate change with the longer term vision of embedding sustainability into the business.

Our ambition is to halve our carbon emissions by 2011 by reviewing our internal operations in terms of energy and fuel consumption. We will also work with our customers, business partners and the community at large to implement innovative solutions that reduce our shared climate impact.

Recognising our commitment to address climate change, DiGi was the first Malaysian company invited to sign the UN Global Compact’s Caring for Climate Platform for Business Leaders in August 2008.

Deep Green initiatives

We are focusing on improving our energy effi ciency and reducing our diesel consumption in our mobile network, IT operations and buildings as these areas have a direct impact on our CO2 emissions.

2008 electricity consumption vs CO2 emissions

Energy optimisation efforts were taken into account in the design of our new Technology Operations Center (TOC), which will be ready in mid-2010. We aim to achieve a Power Usage Efficiency (PUE) Factor of 2, compared to the usual 2.5-3.0 PUE in most data centres today.

Environmental criteria have also been added to our Procurement and Investment assessment for all projects that exceed RM500,000 in value.

Several internal initiatives on energy effi ciency and recycling were initiated including a carpooling programme. Over 10% of DiGi employees were carpooling by end 2008 while the waste separation programme has resulted in 5,000 kg reduction in waste to landfi ll betweenJuly and December 2008.

Note: Based on emissions factor of 1GwH=525 tons (as per International Energy Agency). Reductions achieved are based on initiatives that were undertaken in 2008; some of which began before the offi cial launch of Deep Green.

Focus areasElectricity

consumptionreductions

CO2 emissionsreduced

Network & IT initiatives: 20 diesel based generator sets converted to TNB gridShared equipment capacityServer consolidation

6550 tons

Buildings 609 tons

12.5 GwH

1.2 GwH


As a result of the internal engagement activities, 80% of employees surveyed indicated a better awareness of the company’s commitment to address climate change.

In business, the number of postpaid subscribers on e-billing doubled to 16% in 2008 whereas our employees’ phone bills were already converted to e-billing in June.

Community engagement

Deep Green NOW (Nurturing Our World) is an outreach initiative to bring greater awareness and understanding of climate change to local communities. It focuses on educating and engaging young Malaysians in conservation and protection of natural resources.

The Mangrove Treasures of Kuala Selangor is the first such project. Together with the Malaysian Nature Society, DiGi aims to build greater awareness on the vital protective properties of the Kuala Selangor mangrove belt and the unique ability of these carbon forests to store CO2. Over 120 students from six schools have been participating in this programme since its launch in October 2008.

Integrity and empowerment

Embrace and celebrate diversity

DiGi stays true to its Code of Conduct in providing equal employment opportunities. It has created an environment free from discrimination of ethnicity, religion, race, gender, sexual orientation, nationality, marital status, ancestry, socio-economic status or physical disabilities.

For Persons with Disabilities, we launched Phase 2 of the Open Mind Open Hearts (OMOH) programme. OMOH is a 16-month programme aimed at enhancing employability of disabled participants by helping them transition into mainstream work environment.

No. of employees in 2008: 2,240

Female44%

Male56%

Gender Diversity

Racial Diversity

Malay38%

Others3%

Chinese44%

Indian15%

Electricity consumption per employee

2006

No. of employees

Electricityconsumption (GwH)

Average consumption per employee (MwH)

1802

13.1

7.3

2007

2052

11.5

5.6

2008

2240

11.3

5.0

We are, therefore, glad that the take-up of our optional extended maternity leave (an additional two months of maternity leave over and above the legislated 60 days) increased from 48% in 2007 to 85% in 2008.

Keeping employees engaged

Sports and competitive activities were held throughout the year to engage our employees. This included futsal tournaments and other company-wide competitive events to strengthen team spirit.


Employees were kept abreast of current issues with Straight Talk sessions, which featured thought leaders such as Environmentalist Gurmit Singh, Datuk Wong Chun Wai from The Star and Parliamentarian/blogger Jeff Ooi.

Good business ethics in the marketplace

To reinforce the importance of good business practices and ethics, we expanded the Integrity! programme to our regional offices across the country. The programme aims to help employees by highlighting the importance of upholding professional integrity in the marketplace.

We introduced a revised Suppliers Code of Principles that is now applicable to all DiGi suppliers where it was previously only relevant for contracts exceeding RM500,000 in value.

Within the new code there is also an expanded scope of regulatory requirements covering Health, Safety, Security & Environment (HSSE). An assessment was done on 44 selected suppliers to determine key HSSE risks and mitigating measures were put in place where necessary.

Summary

We continuously embed CR in every aspect of our business in the hope of making it an integral part of our company DNA. It is also essential to closely align the CR agenda to our company values, culture and strategy.

In 2009, we aim to raise the bar further on integrity, empowerment and engagement across our key stakeholders.

For more information about DiGi’s Corporate Responsibility, please visit our website: www.digi.com.my/aboutdigi/cr/

Appreciating work-life balance

DiGi fully supports the need for employees to maintain a good work-life balance.

Maternity leave taken by DiGi employees in 2007 & 2008

Target

Come LAH...

52

0%

100%

50%85

15

2007

Extended

2008

48

Maternity leave taken by DiGi employees in 2007 & 2008

Legislated


Board of DirectorsSigve Brekke (Appointed on 21 August 2008)

Chairman

Tan Sri Leo Moggie

Dato’ Ab. Halim Bin Mohyiddin

Christian Storm (Director and appointed as Alternate Director to Sigve Brekkeon 21 August 2008)(Ceased as Alternate Director to Arve Johansen on 21 August 2008)

Ragnar Holmen KorsaethArve Johansen (Resigned on 21 August 2008)

Audit CommitteeDato’ Ab. Halim Bin Mohyiddin Chairman/Independent Non-Executive Director

Tan Sri Leo Moggie Senior Independent Non-Executive Director

Christian Storm Non-Independent Non-Executive Director

Nomination CommitteeChristian Storm Chairman/Non-Independent Non-Executive Director

Tan Sri Leo Moggie Senior Independent Non-Executive Director

Dato’ Ab. Halim Bin Mohyiddin Independent Non-Executive Director

Remuneration CommitteeSigve Brekke (Appointed on 21 August 2008)Chairman/Non-Independent Non-Executive Director

Christian Storm Non-Independent Non-Executive Director

Ragnar Holmen KorsaethNon-Independent Non-Executive Director

Arve Johansen (Resigned on 21 August 2008)

Secretaries

Hee Chew Yun LS 6249

Tai Yit Chan MAICSA No. 7009143

Liew Irene MAICSA No. 7022609

Domicile and Country of Incorporation

Malaysia

Registered Offi ce

Lot 6.05, Level 6, KPMG Tower,

8 First Avenue, Bandar Utama,

47800 Petaling Jaya,

Selangor Darul Ehsan

T 03-7720 1188 F 03-7720 1111

Share Registrar

PFA Registration Services Sdn Bhd

Level 17, The Gardens North Tower,

Mid Valley City, Lingkaran Syed Putra,

59200 Kuala Lumpur

T 03-2264 3883 F 03-2282 1886

Auditors

Messrs Ernst & Young

Chartered Accountants

Level 23A, Menara Milenium,

Jalan Damanlela, Pusat Bandar Damansara,

50490 Kuala Lumpur

T 03-7495 8000 F 03-7495 7981

Stock Exchange Listing

Listed on Main Board

of Bursa Malaysia Securities Berhad

on 18 December 1997

Stock Code: 6947

Stock Name: DiGi

Principal Bankers

AmBank (M) Berhad

CIMB Bank Berhad

Malayan Banking Berhad

OCBC Bank (Malaysia) Berhad

Standard Chartered Bank Malaysia Berhad

CORPORATE INFORMATION


NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twelfth Annual General Meeting (AGM) of DiGi.Com Berhad (the Company) will be held at Diamond Ballroom, Ground Floor, Mandarin Oriental Kuala Lumpur, Kuala Lumpur City Centre, 50088 Kuala Lumpur on Thursday, 7 May 2009 at 10.00 a.m. for the following purposes:

AGENDA

As Ordinary Business

1. To receive and adopt the audited financial statements of the Company for the financial year ended 31 December 2008 and the Directors’ and Auditors’ Reports thereon.

2. To declare a fi nal single-tier exempt dividend of 53 sen per ordinary share of 10 sen each for the fi nancial year ended 31 December 2008.

3. To re-elect Tan Sri Leo Moggie as Director of the Company who retires under Article 98(A) of the Articles of Association of the Company.

4. To re-elect Mr Sigve Brekke as Director of the Company who retires under Article 98(E) of the Articles of Association of the Company.

5. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration.

As Special BusinessTo consider and, if thought fit, to pass the following resolution:-

6. Proposed Renewal of Existing Shareholders’ Mandate For Recurrent Related Party Transactions of a Revenue or Trading Nature to be entered with Telenor ASA (“Telenor”) and Persons Connected with Telenor

“That, subject to the provisions of the Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the Company and its subsidiaries, to enter into recurrent related party transactions of a revenue or trading nature with Telenor and persons connected with Telenor as specified in Section 2.3 of the Circular to Shareholders dated 15 April 2009 which are necessary for the day-to-day operations and/or in the ordinary course of business of the Company and its subsidiaries on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company and that such approval shall continue to be in force until:

(i) the conclusion of the next annual general meeting of the Company following the general meeting at which this Ordinary Resolution shall be passed, at which time it will lapse, unless by a resolution passed at a general meeting, the authority conferred by this resolution is renewed;

(ii) the expiration of the period within which the next annual general meeting after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or

Ordinary Resolution 1






(iii) revoked or varied by resolution passed by the shareholders at a general meeting;

whichever is earlier;

and that in making the disclosure of the aggregate value of the recurrent related party transactions conducted pursuant to the proposed shareholders’ approval in the Company’s annual reports, the Company shall provide a breakdown of the aggregate value of recurrent related party transactions made during the financial year, amongst others, based on:

(i) the type of the recurrent related party transactions made; and

(ii) the name of the related parties involved in each type of the recurrent related party transactions made and their relationship with the Company

and further that authority be and is hereby given to the Directors of the Company and its subsidiaries to complete and do all such acts and things (including executing such documents as may be required) to give effect to the transactions as authorised by this Ordinary Resolution.” Ordinary Resolution 6

FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to attend this Twelfth AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Article 54(1)(b) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at 30 April 2009. Only a depositor whose name appears on the Record of Depositors as at 30 April 2009 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf.

By Order of the Board

HEE CHEW YUN (LS 6249)TAI YIT CHAN (MAICSA 7009143)LIEW IRENE (MAICSA 7022609)Company Secretaries

Selangor Darul Ehsan 15 April 2009


NOTES:-

(A) APPOINTMENT OF PROXY

(i) A member entitled to attend and vote at a meeting of the Company is entitled to appoint one (1) proxy only to attend and vote in his stead. A proxy may but need not be a member of the Company.

(ii) A member of the Company who is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act 1991 may appoint at least one (1) proxy in respect of each securities account.

(iii) A power of attorney or certifi ed copy thereof or the instrument appointing a proxy, shall be in writing under the hand of the appointer or his attorney duly authorised in writing, and in the case of a corporation, either under seal or under hand of an offi cer or attorney duly authorised.

(iv) The instrument appointing a proxy or the power of attorney or a certifi ed copy thereof must be deposited at the Company’s Share Registrar Offi ce at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia at least forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

(B) SPECIAL BUSINESS

Resolution 6 proposed, if passed, will allow the Company and its subsidiaries to enter into recurrent related party transactions in accordance with paragraph 10.09 of the Listing Requirements of Bursa Malaysia Securities Berhad and the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such recurrent related party transactions occur would not arise. This would reduce substantial administrative time and expenses associated with the convening of such meetings without compromising the corporate objectives of the Group or affecting the business opportunities available to the Group. The shareholders’ mandate is subject to renewal on an annual basis.

STATEMENT ACCOMPANYING NOTICE OF 12TH ANNUAL GENERAL MEETING

A. Further details of Directors who are standing for re-election as per Agenda 3 and 4 of the Notice of 12th

Annual General Meeting respectively:

1. Tan Sri Leo Moggie Resolution 3(Senior Independent Non-Executive Director, member of the Audit Committee and Nomination Committee)

Tan Sri Leo Moggie, aged 67, a Malaysian, was appointed to the Board on 10 May 2005. He was elected as a Member of Parliament and Member of the Sarawak Legislative Assembly in 1974. He served as a Cabinet Minister in the State Government of Sarawak from 1976 to 1978. He is the Chairman of Tenaga Nasional Berhad and a number of its subsidiary companies from 12 April 2004. He is also an independent non-executive member on the Board of New Straits Times Press (Malaysia) Bhd from 27 February 2008, after having served as a Federal Minister for about 26 years from 1978 till 2004.

He was conferred the Honorary Doctorate of Laws by Otago University, New Zealand in 2000, and the Honorary Doctorate of Science by Multimedia University Malaysia in 2003. He was appointed Pro-Chancellor of Universiti Tenaga Nasional (UNITEN) on 8 February 2005. He is also Chairman of Universiti Tenaga Nasional and an adjunct Professor at the College of Arts and Science in Universiti Utara Malaysia.


2. Sigve Brekke Resolution 4 Chairman (Non-Independent Non-Executive Director and Chairman of the Remuneration Committee)

Mr Brekke, aged 49, a Norwegian, was appointed to the Board as Chairman on 21 August 2008. He holds a Master’s Degree in Public Administration from John F. Kennedy School of Government, Harvard University, USA and a Degree in Business and Administration from Telemark College, Norway.

He is the Executive Vice President in Telenor Group and Head of Telenor Region Asia, and assumed these positions on 1 September 2008. He was a Director of Total Access Communication PLC (DTAC), Thailand, from 2000 to 2008 and was appointed as Chief Executive Officer (CEO) from 2005 until 2008. He was also both a Director and CEO of United Communication Industry PLC, Thailand, from 2005 to 2008. He joined Telenor in 1999 and was the Managing Director of Telenor Asia Pte Ltd. In his career, he served as the Deputy Minister (State Secretary) of Defence in Norway in 1993, and has also held positions at the Norwegian Defence Research Establishment. He also held an associate position at John F. Kennedy School of Government, Harvard University in the USA.

Currently, he is the Chairman of the Board of Telenor Pakistan (Pte) Ltd and Grameenphone Ltd (Bangladesh), and Deputy Chairman of the Board of DTAC. He also sits on the Board of DiGi Telecommunications Sdn Bhd.

Note: The above Directors have no family relationship with any Director and/or major shareholders of the Company; have no conflict

of interest with the Company; and have not been convicted for any offence within the past 10 years.

B. Directors’ interests in the securities of the Company

The above Directors do not have any direct and deemed interests in the securities of the Company and its subsidiaries as at 16 March 2009.


GROUP FINANCIAL SUMMARY

Year ended Year ended Year ended Year ended Year ended 31 December 31 December 31 December 31 December 31 December 2008 2007 2006 2005 2004

RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 4,814,475 4,362,635 3,652,536 2,884,324 2,233,703 Profi t before tax 1,546,896 1,445,314 1,087,139 661,550 446,843 Profi t after tax 1,140,715 1,062,595 805,653 470,955 317,355 Total assets 4,655,852 3,877,491 4,123,031 4,278,651 3,610,366 Shareholders’ equity 1,897,172 1,577,645 1,752,401 2,248,148 1,777,193 Non-current liabilities 491,557 573,791 685,105 681,548 660,069 Profi t after tax as 23.7% 24.4% 22.1% 16.3% 14.2%% of revenue Earnings per share (sen) 148.5 141.7 107.4 62.8 42.3 Net assets per share (RM) 2.44 2.10 2.34 3.00 2.37

Note : The above group fi nancial summary has been prepared to conform with the current year’s presentation of the fi nancial statements.

Non-current liabilitiesRM‘000

‘05‘04 ‘06 ‘07 ‘08

660,

069 68

1,54

8

685,

105

573,

791

491,

557

Net assets per shareRM

‘05‘04 ‘06 ‘07 ‘08

2.37

3.00

2.34

2.10

2.44

Profit after taxRM‘000

‘05‘04 ‘06 ‘07 ‘08

317,

355

470,

955

805,

653

1,06

2,59

5

1,14

0,71

5

Total assetsRM‘000

‘05‘04 ‘06 ‘07 ‘08

3,61

0,36

6

4,27

8,65

1

4,12

3,03

1

3,87

7,49

1

4,65

5,85

2

Shareholders’ equityRM‘000

‘05‘04 ‘06 ‘07 ‘08

1,77

7,19

3

2,24

8,14

8

1,75

2,40

1

1,57

7,64

5 1,89

7,17

2

RevenueRM‘000

‘05‘04 ‘06 ‘07 ‘08

2,23

3,70

3

2,88

4,32

4

3,65

2,53

6 4,36

2,63

5

4,81

4,47

5

Profit before taxRM‘000

‘05‘04 ‘06 ‘07 ‘08

446,

843 66

1,55

0

1,08

7,13

9

1,44

5,31

4

1,54

6,89

6



RINGKASAN KEWANGAN KUMPULAN

Tahun berakhir Tahun berakhir Tahun berakhir Tahun berakhir Tahun berakhir 31 Disember 31 Disember 31 Disember 31 Disember 31 Disember 2008 2007 2006 2005 2004

RM’000 RM’000 RM’000 RM’000 RM’000

Hasil 4,814,475 4,362,635 3,652,536 2,884,324 2,233,703 Keuntungan sebelum cukai 1,546,896 1,445,314 1,087,139 661,550 446,843

Keuntungan selepas cukai 1,140,715 1,062,595 805,653 470,955 317,355 Jumlah aset 4,655,852 3,877,491 4,123,031 4,278,651 3,610,366 Dana pemegang saham 1,897,172 1,577,645 1,752,401 2,248,148 1,777,193 Tanggungan jangka panjang 491,557 573,791 685,105 681,548 660,069 Keuntungan selepas cukai 23.7% 24.4% 22.1% 16.3% 14.2%sebagai % hasil Pendapatan sesaham (sen) 148.5 141.7 107.4 62.8 42.3 Aset bersih sesaham (RM) 2.44 2.10 2.34 3.00 2.37

Nota: Ringkasan kewangan kumpulan di atas telah disediakan mengikut pembentangan baru penyata kewangan bagi tahun semasa.

Non-current liabilitiesRM‘000

Tanggungan jangka panjangRM‘000

‘05‘04 ‘06 ‘07 ‘08

660,

069 68

1,54

8

685,

105

573,

791

491,

557

Net assets per shareRM‘000Aset bersih sesahamRM

‘05‘04 ‘06 ‘07 ‘08

2.37

3.00

2.34

2.10

2.44

Keuntungan selepas cukaiRM‘000

‘05‘04 ‘06 ‘07 ‘08

317,

355

470,

955

805,

653

1,06

2,59

5

1,14

0,71

5

Jumlah asetRM‘000

‘05‘04 ‘06 ‘07 ‘08

3,61

0,36

6

4,27

8,65

1

4,12

3,03

1

3,87

7,49

1

4,65

5,85

2

Dana pemegang sahamRM‘000

‘05‘04 ‘06 ‘07 ‘08

1,77

7,19

3

2,24

8,14

8

1,75

2,40

1

1,57

7,64

5 1,89

7,17

2

HasilRM‘000

‘05‘04 ‘06 ‘07 ‘08

2,23

3,70

3

2,88

4,32

4

3,65

2,53

6 4,36

2,63

5

4,81

4,47

5

Keuntungan sebelum cukaiRM‘000

‘05‘04 ‘06 ‘07 ‘08

446,

843 66

1,55

0

1,08

7,13

9

1,44

5,31

4

1,54

6,89

6



DIRECTORS’ PROFILES

Tan Sri Leo Moggie(Senior Independent Non-Executive Director, member of the Audit Committee and Nomination Committee)67 years of age, Malaysian

He was appointed to the Board on 10 May 2005. He was elected as a Member of Parliament and Member of the Sarawak Legislative Assembly in 1974. He served as a Cabinet Minister in the State Government of Sarawak from 1976 to 1978. He is the Chairman of Tenaga Nasional Berhad and a number of its subsidiary companies from 12 April 2004. He is also an independent non-executive member on the Board of New Straits Times Press (Malaysia) Bhd from 27 February 2008, after having served as a Federal Minister for about 26 years from 1978 till 2004.

He was conferred the Honorary Doctorate of Laws by Otago University, New Zealand in 2000, and the Honorary Doctorate of Science by Multimedia University Malaysia in 2003. He was appointed Pro-Chancellor of Universiti Tenaga Nasional (UNITEN) on 8 February 2005. He is also Chairman of Universiti Tenaga Nasional and an adjunct Professor at the College of Arts and Science in Universiti Utara Malaysia.

Sigve BrekkeChairman(Non-Independent Non-Executive Director andChairman of the Remuneration Committee)49 years of age, Norwegian

He was appointed to the Board as Chairman on 21 August 2008. He holds a Master’s degree in Public Administration from John F. Kennedy School of Government, Harvard University, USA and a Degree in Business and Administration from Telemark College, Norway.

He is the Executive Vice President in Telenor Group and Head of Telenor Region Asia, and assumed these positions on 1 September 2008. He was a Director of Total Access Communication PLC (DTAC), Thailand, from 2000 to 2008 and was appointed Chief Executive Officer (CEO) from 2005 until 2008. He was also both a Director and CEO of United Communication Industry PLC, Thailand, from 2005 to 2008. He joined Telenor in 1999 and was the Managing Director of Telenor Asia Pte Ltd. In his career, he served as the Deputy Minister (State Secretary) of Defence in Norway in 1993, and has also held positions at the Norwegian Defence Research Establishment. He also held an associate position at John F. Kennedy School of Government, Harvard University in the USA.

Currently, he is the Chairman of the Board of Telenor Pakistan (Pte) Ltd and Grameenphone Ltd (Bangladesh), and Deputy Chairman of the Board of DTAC. He also sits on the Board of DiGi Telecommunications Sdn Bhd.


Christian Storm(Non-Independent Non-Executive Director, Chairman of the Nomination Committee and member of the Audit Committee and Remuneration Committee)53 years of age, Norwegian

He was appointed as a Director of the Company on 10 November 2004 and as the Alternate Director to Sigve Brekke on 21 August 2008. He holds a Master’s degree in Business Administration from University of Wisconsin, Madison, USA and a Bachelor of Science (Hons) degree from University of Leeds, UK. He has served as an officer in Telenor ASA since 2001 in the Corporate Treasury department at the corporate headquarters in Oslo, Norway. In 2004, he assumed the position of Managing Director of Telenor Asia Pte Ltd in Singapore.

On 1 September 2006, he was appointed Director, Corporate Development in Telenor Asia (ROH) Ltd in Bangkok, Thailand and has since continued to serve in that capacity. He is also both a Director as well as an Alternate Director in DiGi Telecommunications Sdn Bhd.

Dato’ Ab. Halim Bin Mohyiddin(Independent Non-Executive Director, Chairman of the AuditCommittee and member of the Nomination Committee)63 years of age, Malaysian

He was appointed to the Board on 23 November 2001. He holds a Bachelor of Economics in Accounting from Universiti Malaya and a Master in Business Administration from University of Alberta, Canada.

He was a lecturer at Universiti Kebangsaan Malaysia from 1973 to 1978. He joined Messrs Peat Marwick Mitchell (now known as KPMG) in 1977 and was admitted as a Partner in 1985. Prior to his retirement on 1 October 2001, he was the Partner in charge of the Assurance and Financial Advisory Services Divisions.

He is currently the President of the Malaysian Institute of Certified Public Accountants (MICPA) and the Chairman of the Education and Training Committee of the Institute. He is also a council member of the Malaysian Institute of Accountants (MIA) and a Fellow of the Malaysian Institute of Taxation. He served as a member of the Education Committee of the International Federation of Accountants (IFAC) from 2001 to 2005.

He also sits on the Boards of HeiTech Padu Berhad, Utusan Melayu (Malaysia) Berhad, MCM Technologies Berhad, Kumpulan Perangsang Selangor Berhad, Idris Hydraulic (Malaysia) Bhd, Amway (Malaysia) Holdings Berhad, Idaman Unggul Berhad, KNM Group Berhad, Bank Pembangunan Malaysia Berhad Group, BI Credit & Leasing Berhad, ECM Libra Financial Group Berhad and AMDB Berhad.


None of the Directors have any:1. Family relationship with any Director and/or major shareholders of the Company;2. Conflict of interest with the Company; and3. Conviction for offences within the past 10 years.

The details of attendance of each Director at Board Meetingsare set out on page 36 of the Annual Report.

From left to right : Tan Sri Leo Moggie, Christian Storm,Sigve Brekke, Ragnar Holmen Korsaeth andDato’ Ab. Halim Bin Mohyiddin

Ragnar Holmen Korsaeth(Non-Independent Non-Executive Director and member ofthe Remuneration Committee)43 years of age, Norwegian

He was appointed to the Board on 10 November 2004. He holds a Master of Science in Finance from the Norwegian School of Business Administration and is a Certifi ed Financial Analyst (CFA).

He is the Executive Vice President and Head of Global Coordination in Telenor’s Group Management. He served as Chief Financial Offi cer in Telenor International Mobile and Telenor Mobile from 1999 to 2004, and as Chief OperatingOffi cer in Telenor International Mobile (2004-2006).

He is a member of the Board of Directors of Total Access Communication Public Company Limited (Thailand) and DiGi Telecommunications Sdn Bhd.

Dear Shareholders,

I am pleased to report that DiGi’s performance in 2008 met the Board of Directors’ expectations, and was in line with the financial guidance. The Company has delivered on its capital management ambitions despite challenging margin development.

For the full financial year, revenue grew 10% to RM4.81 billion, driven by steady demand for mobile services and growth in subscriber base. Net profit rose 7% to RM1.14 billion as compared to the previous year.

Year-on-year, DiGi’s earnings before interest, tax, depreciation and amortisation (EBITDA) rose to RM2.17 billion. As expected, EBITDA margin decreased to 45.1% due to competitive price pressure, higher traffic and network operating costs as well as increased sales and marketing expenses.

DiGi’s market performance drew the attention of Frost & Sullivan for the second year in a row when the organisation awarded DiGi Mobile Operator of the Year in Malaysia. The Wall Street Journal Asia maintained its estimation of DiGi as

Pemegang saham yang dihormati,

Sukacita dimaklumkan bahawa prestasi DiGi pada tahun 2008 telah menepati sasaran Ahli Lembaga Pengarah, selaras dengan panduan kewangan yang ditentukan. Syarikat ini turut berjaya mencapai sasaran pengurusan modal walaupun dalam keadaan pembangunan margin yang mencabar.

Untuk tahun kewangan penuh, pendapatan meningkat 10% kepada RM4.81 bilion, dipacu oleh permintaan yang kukuh ke atas perkhidmatan mudah alih dan peningkatan jumlah pelanggan DiGi. Keuntungan bersih meningkat 7% kepada RM1.14 bilion berbanding pada tahun sebelumnya.

Untuk tahun ke tahun, pendapatan DiGi sebelum faedah, cukai, susut nilai dan pelunasan (EBITDA) telah meningkat kepada RM2.17 bilion. Sebagaimana yang dijangka, margin EBITDA menurun kepada 45.1% disebabkan tekanan harga yang kompetitif, peningkatan trafi k dan kos operasi rangkaian, serta peningkatan belanja jualan dan pemasaran.

Prestasi pasaran DiGi terus menarik perhatian Frost & Sullivan untuk tahun keduanya berturut-turut apabila organisasi itu telah menganugerahkan DiGi “Penyedia Mudah Alih Terbaik” di Malaysia. Wall Street Journal Asia pula mengekalkan pertimbangannya ke atas DiGi sebagai


DEEPGO GREEN!

Sigve BrekkeChairman / Pengerusi

CHAIRMAN’S STATEMENT


the Most Innovative Company in Malaysia for the third consecutive year. Brand Equity Business Leadership Awards 2008 also accorded DiGi double Gold Awards for Brand Visibility and Brand Leadership.

Rewarding shareholders’ commitment

The Board of Directors will recommend a final single-tier exempt dividend of 53 sen per ordinary share for the financial year ended 31 December 2008, subject to shareholders’ approval at the Annual General Meeting. This takes the overall payout ratio for 2008 to around 75%, which is over and above the Company’s dividend policy of distributing a minimum of 50% of its annual net earnings.

Mobile broadband is here

Last year also saw the successful conclusion of the transfer process of the 3G spectrum with all its rights and benefits. Time dotCom Berhad (TdC) was issued 27.5 million new ordinary shares of 10 sen each in DiGi at an issue price of RM24.90 per share in consideration for the transfer of the 3G spectrum.

With the license in place, we rolled out 3G infrastructure in 2008, and expect to continue at a fast pace over the next three years to capture opportunities we see in the market going forward. The first phase of DiGi broadband services was successfully deployed and launched in the first quarter of 2009, within nine months of the 3G spectrum transfer exercise.

Plans are already underway to introduce more 3G-based innovative services that offer meaningful differences to customers. We expect the revenue impact from mobile broadband services to build up over time.

“Syarikat Paling Inovatif” di Malaysia untuk tahun ketiga berturut-turut. Brand Equity Business Leadership Awards 2008 juga telah menganugerahkan DiGi dua Anugerah Emas iaitu “Visibiliti Jenama” dan “Kepemimpinan Jenama”.

Menghargai komitmen pemegang saham

Ahli Lembaga Pengarah akan mencadangkan pemberian dividen 53 sen ‘single-tier’ yang dikecualikan daripada cukai untuk setiap saham biasa bagi tahun kewangan yang berakhir pada 31 Disember 2008, bergantung kepada kelulusan pemegang saham di Mesyuarat Agung Tahunan syarikat. Ini bermakna keseluruhan nisbah bayaran bagi tahun 2008 adalah sekitar 75% iaitu melebihi polisi pemberian dividen syarikat yang memperuntukkan kadar minimum 50% daripada pendapatan bersih tahunannya.

Jalur lebar mudah alih telah tiba

Tahun lalu kita menyaksikan kejayaan proses memindahkan spektrum 3G dengan kesemua hak dan faedah-faedahnya. Time dotCom Berhad (TdC) telah ditawarkan 27.5 juta saham biasa DiGi yang baru berharga 10 sen setiap satu pada harga isu RM24.90 sesaham sebagai pertimbangan memindahkan spektrum 3G.

Dengan lesen yang diperolehi, pemasangan infrastruktur 3G terus dilaksanakan pada tahun 2008 dan dijangka berterusan dengan pantas dalam jangkamasa tiga tahun, untuk merebut peluang pasaran yang kian terbuka luas. Fasa pertama perkhidmatan jalur lebar DiGi berjaya dilaksanakan dan telah dilancarkan pada suku tahun pertama 2009, kira-kira sembilan bulan selepas pemindahan spektrum 3G itu.

Pelbagai rancangan telah diatur untuk memperkenalkan lebih banyak perkhidmatan inovatif berasaskan 3G yang menawarkan perbezaan yang bermakna kepada pelanggan. Seperti lain-lain perkhidmatan inovatif yang baru dilancarkan, kami menjangkakan impak perolehan daripada perkhidmatan jalur lebar mudah alih akan meningkat dari masa ke semasa.

DiGi.Com Berhad · 2014. 10. 8. · DiGi.Com Berhad is listed on Bursa Malaysia Securities Berhad...

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Transcript of DiGi.Com Berhad · 2014. 10. 8. · DiGi.Com Berhad is listed on Bursa Malaysia Securities Berhad...