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ASIA MEDIA GROUP BERHAD (Company No. 813137-V)
                                                                                            ASIA MEDIA GROUP BERHAD
                                                                                                       (formerly known as Gerak Bayan Sdn Bhd)
                                                                                                                (Company No. 813137-V)
                                                                                               (Incorporated in Malaysia under the Companies Act, 1965)
ASIA MEDIA GROUP BERHAD
 (formerly known as Gerak Bayan Sdn Bhd)
          (Company No. 813137-V)
                  Head Office
     No: 35, 1st Floor, Jalan Bandar 16
           Pusat Bandar Puchong
               47100 Puchong
      Selangor Darul Ehsan, Malaysia
             Tel: +603 5882 7788
            Fax: +603 5882 6622

              Homepage
          www.asiamedia.net.my




                                           Annual Report 2010
02   Our Philosophy
CONTENTS

           03   Corporate Structure
           04   Corporate Information
           05   Financial Highlights
           08   Chairman’s Statement
           10   Chief Executive Officer‘s Report
           13   Significant Milestones
           17   Event Highlights
           18   Board of Directors’ Profile
           20   Statement on Corporate Governance
           26   Audit Committee Report
           30   Statement on Internal Control
           31   Additional Compliance Information
           32   Directors' Report
           36   Statement by Directors
           36   Statutory Declaration
           37   Independent Auditors' Report
           39   Statements of Financial Position
           40   Statements of Comprehensive Income
           41   Statements of Changes in Equity
           42   Statements of Cash Flows
           43   Notes to the Financial Statements
           67   Analysis of Shareholdings
           70   Notices of Annual General Meeting
                Proxy Forms
Our
    Philosophy


    At Asia Media, we believe in integrity and trust. Both these values
    form the foundations and pillars of our organisation and foster our
    relationships with all of our stakeholders which include our valued
    customers, our communities in which we operate, our investors as
    well as our greatest assets, our people.

    The company has experienced rapid growth and expansion since its
    inception, is continuing to build a reputable presence in the
    country’s digital out-of-home industry.




2     ASIA MEDIA GROUP BERHAD (813137-V)
CORPORATE STRUCTURE




             ASIA MEDIA GROUP BERHAD
                                 (Company No. 813137-V)
                (Incorporated in Malaysia under the Companies Act, 1965)




                             Asia Media
                              Sdn Bhd


                                100%

Asia Media                                                                  Asia Media
 Marketing                                                                  Interactive
                                 Transnet
 Sdn Bhd                                                                      Sdn Bhd
                                 Express
                                 Sdn Bhd
 100%                                                                         100%
                                   100%




                                                                           ANNUAL REPORT 2010
                                                                           ANNUAL REPORT 2010
                                                                           ANNUAL R POR
                                                                            NNU REPOR
                                                                                    PORT        3
CORPORATE INFORMATION


BOARD OF DIRECTOR                                  REGISTERED OFFICE
DATUK WIRA SYED ALI                                Level 8, Symphony House
BIN TAN SRI ABBAS ALHABSHEE                        Pusat Dagangan Dana 1
(Non-Executive Chairman)                           Jalan PJU 1A/46
(Redesignated on 23 May 2011)                      47301 Petaling Jaya
                                                   Selangor Darul Ehsan
DATO’ WONG SHEE KAI                                T : 03-7841 8000
(Executive Director and Chief Executive Officer)   F : 03-7841 8199

SABARUDDIN BIN AHMAD SABRI                         PRINCIPAL PLACE OF BUSINESS
(Executive Director)
                                                   No. 35, First Floor
DATO’ HUSSIAN @ RIZAL BIN A. RAHMAN                Jalan Bandar 16
(Independent Non-Executive Director)               Pusat Bandar Puchong
                                                   47100 Puchong
YEONG SIEW LEE                                     Selangor Darul Ehsan
(Independent Non-Executive Director)               T : 03-5882 7788
                                                   F : 03-5882 6622
TEH SEW WAN                                        W : www.asiamedia.net.my
(Non Independent Non-Executive Director)
(Resigned on 23 May 2011)                          PRINCIPAL BANKERS
                                                   AmBank (M) Berhad
AUDIT COMMITTEE                                    Malayan Banking Berhad
Dato’ Hussian @ Rizal Bin A. Rahman
Chairman                                           AUDITORS
Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee    STYL Associates (AF 001929)
Member                                             Chartered Accountants
                                                   107B Jalan Aminuddin Baki
Yeong Siew Lee                                     Taman Tun Dr Ismail
Member                                             60000 Kuala Lumpur
                                                   T : 03-7727 5573
NOMINATION COMMITTEE
                                                   SPONSOR
Dato’ Hussian @ Rizal Bin A. Rahman
Chairman                                           PM Securities Sdn Bhd (66299-A)
                                                   Mezzanine Floor, Menara PMI
Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee    No.2, Jalan Changkat Ceylon
Member                                             50200 Kuala Lumpur
                                                   T : 03-2715 1330
Yeong Siew Lee
Member                                             SHARE REGISTRAR
                                                   Tricor Investor Services Sdn Bhd
REMUNERATION COMMITTEE                             Level 17, The Gardens North Tower
Dato’ Hussian @ Rizal Bin A. Rahman                Mid Valley City
Chairman                                           Lingkaran Syed Putra
                                                   59200 Kuala Lumpur
Dato’ Wong Shee Kai                                T : 03-2264 3883
Member                                             F : 03-2282 1886

Yeong Siew Lee                                     STOCK EXCHANGE LISTING
Member
                                                   ACE Market of Bursa Malaysia
COMPANY SECRETARIES                                Securities Berhad
                                                   Stock Name : AMEDIA
See Siew Cheng (MAICSA 7011225)                    Stock Code : 0159
Eow Willey (MAICSA 7031441)




4      ASIA MEDIA GROUP BERHAD (813137-V)
FINANCIAL HIGHLIGHTS




                                  Revenue                                                                   Gross Profit
                                  (RM million)                                                               (RM million)
                                                               23.38 (3)                                                               11.36 (3)
     25                                                                            12

                                                                                   10
     20
                CAGR                                                                        CAGR
                88.3%                                    (3)                        8       85.1%                           6.88 (3)
     15                                          13.15
                                                                                    6
     10                                                                                                       3.83 (3)
                                   6.53 (3)                                         4

     5                 3.5 (2)                                                                   1.79 (2)
                                                                                    2

     0                                                                              0
                    2007 (1)      2008 (1)       2009 (1)      2010 (1)                         2007 (1)     2008 (1)       2009 (1)   2010 (1)




                              Profit Before Tax                                                   Earning Per Share (“EPS”)
                                  (RM million)                                                                  (Sen)
                                                                7.74 (3)                                                                5.95 (3)
     8                                                                              6

                                                                                    5
     6         CAGR                                                                        CAGR
               121.7%                                                               4      122.5%
                                                  3.36 (3)                                                                  2.58 (3)
     4                                                                              3

                                                                                    2
     2                             1.41 (3)                                                                   1.09 (3)
                     0.71   (2)
                                                                                    1            0.54 (2)

     0                                                                              0
                    2007 (1)      2008 (1)       2009 (1)      2010 (1)                         2007 (1)     2008 (1)       2009 (1)   2010 (1)




Notes:

1.        Proforma consolidated results prepared for illustration purposes is based on the audited financial statement of the companies in the group
          and on the assumption that the current structure of the group has been in existence throughout the period under review.

2.        Based on audited three (3) months financial period ended 31 December 2007.

3.        Based on proforma consolidated results for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010
          respectively for illustrative purposes.

CAGR = Compounded Average Growth Rate




                                                                                                                 ANNUAL REPORT 2010                5
FINANCIAL HIGHLIGHTS
cont’d



SUMMARISED GROUP INCOME STATEMENTS
Financial Year Ended 31 December

                                                                 Proforma*                                  Audited
                                                2007(1)        2008(2)         2009(2)        2010(2)         2010(3)
FYE 31 December                                    RM             RM              RM             RM              RM

Revenue                                   3,501,620         6,533,187     13,150,080      23,375,537    16,554,093
Cost of Sales                            (1,709,095)       (2,702,900)    (6,267,488)    (12,020,436)   (8,644,850)
Gross profit (“GP”)                        1,792,525         3,830,287      6,882,592      11,355,101     7,909,243
EBITDA                                        968,759       2,187,285      4,233,739       9,244,683    11,297,585
Less:
Amortisation                                          -        (5,422)         (5,458)       (25,980)      (24,176)
Depreciation                                  (143,721)      (815,758)       (830,127)    (1,439,402)    (960,720)
Net interest income/(cost)                    (113,993)        45,682         (39,664)       (39,385)      (26,079)
Profit before tax (“PBT”)                      711,045       1,411,787      3,358,490       7,739,916    10,286,610
Taxation                                        (5,821)              -               -        (2,698)       (4,872)
Profit after tax (“PAT”)                       705,224       1,411,787      3,358,490       7,737,218    10,281,738
Net profit attributable to
 shareholders                                 705,224       1,411,787      3,358,490       7,737,218    10,281,738
Issued and paid-up share capital base   130,000,000       130,000,000    130,000,000     130,000,000 130,000,000
                                                                                                                      (4)
Basic EPS (sen)                                   0.54           1.09            2.58           5.95         14.87


Profit Margin
GP margin (%)                                     51.2           58.6            52.3           48.6          47.8
EBITDA margin (%)                                 27.7           33.5            32.2           39.5          68.2
PBT margin (%)                                    20.3           21.6            25.5           33.1          62.1
PAT margin (%)                                    20.1           21.6            25.5           33.1          62.1


Growth Rates
Revenue (%)                                        n/a           86.6           101.3           77.8           n/a
EBITDA (%)                                         n/a          125.8            93.6          118.4           n/a
PBT (%)                                            n/a           98.6           137.9          130.5           n/a
PAT (%)                                            n/a          100.2           137.9          130.4           n/a




6        ASIA MEDIA GROUP BERHAD (813137-V)
FINANCIAL HIGHLIGHTS
                                                                   cont’d



SUMMARISED GROUP’S FINANCIAL POSITION
As at 31 December 2010

                                                              Audited
                                                                2010
FYE 31 December                                                     RM

Current assets                                               5,530,191
Current liabilities                                          4,443,158
Current ratio (times)                                              1.24
Short term debt                                               820,055
Long term debt                                                414,755
Total debt                                                   1,234,810
Total equity                                                23,278,438
Total debt/total equity (times)                                    0.05
Cash reserve                                                 1,675,503
Net cash                                                      440,693
Shareholders’ funds                                         23,278,438
Net Assets/Share                                                   0.18




                                              ANNUAL REPORT 2010       7
CHAIRMAN’S
                                                                          STATEMENT

                                                                          Dear Shareholders,

                                                                          On behalf of the Board
                                                                          of Directors (“Board”), I
                                                                          am pleased to present
                                                                          the Annual Report and
                                                                          the Audited Consolidated
                                                                          Financial Statements of
                                                                          Asia Media Group Berhad
                                                                          (“AMGB” or “Company”)
                                                                          and its subsidiary
                                                                          companies (“Group”) for
                                                                          the financial year ended
                                                                          31 December 2010
                                                                          (“FYE2010”).




FINANCIAL PERFORMANCE                                      Net profit attributable to shareholders was RM10.282
                                                           million in FYE2010 which is translated into earnings per
The Group achieved favourable financial performance         share of 14.87 sen. The Group’s shareholder funds were
in FYE2010 backed by the recovery of the Malaysian         RM 23.278 million and net assets per share was 18 sen
economy and the rebound of consumer sentiment. The         as at end of 2010.
GDP of Malaysia registered a growth rate of +7.2% y-o-y
in 2010 against -1.7% y-o-y in 2009. Likewise, a more      The Group adopted a prudent financial management
positive consumer sentiment played an essential role to    strategy where the Group’s debt to total equity ratio is only
instil stronger business confidence amongst advertisers     0.05 times at the end of 2010, with total debt of RM1.235
in 2010. The Group recorded a revenue of RM16.554          million against total equity of RM23.278 million. The cash
million and profit before taxation of RM 10.287 million,    balances conserved as at end of FYE2010 was RM1.676
that were mainly contributed by Asia Media Sdn Bhd         million. With a healthy balance sheet position, the Group is
(“AMSB”) and Transnet Express Sdn Bhd (“TESB”),            on stronger footing to seize any market opportunities that
following the successful acquisition of AMSB and TESB by   may arise in the near future.
the Company. AMSB and TESB were acquired as wholly
owned subsidiaries by the Company on 3 May 2010.




8      ASIA MEDIA GROUP BERHAD (813137-V)
CHAIRMAN’S STATEMENT
                                                                                                                     cont’d



The Group’s financial liquidity remained healthy with positive operating cash inflow of RM6.154 million in FYE2010. The net
investing cash was an outflow of RM4.587 million, primarily due to capital expenditure of RM5.883 million incurred in 2010
for the deployment of LCD TV into buses and the purchase of related digital equipment and services. A negative financing
cashflow of RM0.599 million was registered in FYE2010 mainly due to the repayment of term loan. Overall, the Group
achieved a net increase in cash balances of RM0.968 million in FYE2010.


CORPORATE DEVELOPMENT

On 11 January 2011, the Company was successfully listed on the ACE Market of Bursa Malaysia Securities Berhad of which
90 million ordinary Shares of RM0.10 each (“Shares”) was issued by way of private placement to the selected investors
and 8 million Shares for application by the public was issued at RM0.23 per Share. The gross proceeds of RM22.54 million
from the public issue of 98 million Shares will be utilised as below:

 Item                                       Timeframe for utilisation from the date of listing                    RM’000

 Capital expenditure                                         Within 12 months                                      16,000
 Working Capital                                             Within 12 months                                        5,000
 Defray estimated listing expenses                            Within 2 weeks                                         1,540
                                                                                                                   22,540


CORPORATE SOCIAL RESPONSIBILITY

Corporate social responsibility has formed part of the core values that the Group will always uphold while conducting itself
as a responsible business entity. We are always mindful in contributing back to the local community where we derive our
economic benefits from. In line with these core fundamental values, we always seek ways to play our social roles and
responsibilities to ensure all stakeholders could benefit from our existence and presence.

As a caring and responsive corporate citizen, we believe in contributing back to the community to make this world a better
place to live amongst our stakeholders. During the year, we have supported numerous organisations and causes, directly
or indirectly via sponsorships through our wide media coverage networks.

We sponsored the publicity cost for social and health related issues, namely the “Seminar for single mother on protecting
from HIV & Violence” which was organised by Women’s Institute of Management (“WIM”) and the “AIDS Aware Campaign
- Be the Message to Stop HIV/AIDS” which was organised by ruumz causes and the PT Foundation. We also acted as
a media sponsor for Rakan Muda’s “15th GACC International Inter-Varsity Chess Championship Tournament Table” of
University of Malaya.


ACKNOWLEDGEMENT

On behalf of the Board, I would like to extend my heartfelt gratitude to our shareholders, bankers, customers, business
partners and regulatory authorities for their continuous support, guidance and assistance extended to the Group. The
Board would like to express its appreciation to the management and employees of the Group for their hard work and
dedication.


DATUK WIRA SYED ALI BIN TAN SRI ABBAS ALHABSHEE
CHAIRMAN




                                                                                             ANNUAL REPORT 2010           9
CHIEF
                                                                           EXECUTIVE
                                                                           OFFICER’S
                                                                           REPORT
                                                                           FINANCIAL PERFORMANCE

                                                                           The Group holds the concessions to
                                                                           operate Transit-TV Network Systems on
                                                                           RapidKL, Causeway Link buses, as well
                                                                           as Plusliner, Nice and Nice++ Express
                                                                           busses in Peninsular Malaysia. The Group
                                                                           generates revenue via three key segments,
                                                                           i.e. advertising air-time sales, programme
                                                                           sponsorship and creative and production
                                                                           works.

                                                                           The Group revenues have grown strongly
                                                                           since inception, posting year-on-year
                                                                           growth rates of 86.6%, 101.3% and 77.8%
                                                                           in FYE2008, FYE2009 and FYE2010
                                                                           respectively. This is testament to the
                                                                           increasing acceptance and consequently,
                                                                           rising demand for advertising on DOOH
                                                                           media. Rising revenues are also attributable
                                                                           to the success of marketing efforts to
                                                                           promote the Group’s network, which include
                                                                           engaging more media agents and expanding
                                                                           clientele over the years.



Concurrently, EBITDA margins have also improved,             Note:
moving from 27.7% in FYE2007 to 39.5% in FYE2010
as a result of economies of scale attained due to higher     The Operation Review is based on Proforma Consolidated
                                                             Financial Performance achieved by the Group in FYE2007
demand for DOOH advertising. The notable growth and
                                                             (3-month), FYE2008 (12-month), FYE2009 (12-month) and
profitability improvements were attained despite of global    FYE2010 (12-month) to reflect the overall performance of the
financial crisis in 2008 and domestic economic deceleration   Group assuming the group structure would have established
in 2009 with GDP growth rate of - 1.7% y-o-y.                since inception. The Condensed Consolidated Statement of
                                                             Financial Performance should be read in conjunction with the
The Group’s profit after taxation has grown at a              Proforma Consolidated Financial Information as disclosed in the
Compounded Annual Growth Rate (CAGR) of 122.5%               Prospectus dated 22 December 2010 and the accompanying
since 2007 to 2010 (based on annualised 3-months             explanatory notes attached with.
FYE2007 results), and having recorded a stellar, 130.4%
y-o-y jump in FYE2010 profit after taxation to RM7.737
million and increase in revenue to RM 23.376 million.




10     ASIA MEDIA GROUP BERHAD (813137-V)
CHIEF EXECUTIVE OFFICER’S REPORT
                                                                                                                            cont’d



CORPORATE ACHIEVEMENTS IN 2010                                    to return to more typical growth rates with a CAGR of about
                                                                  11.2% from 2010 to 2014.
The Group’s portfolio of public transport bus partners
included RapidKL and Causeway Link, as well as Plusliner,         However, the DOOH transit media industry is expected to
Nice and Nice++ express busses. TransNet, the Group’s             grow from about RM15.5 million in 2009 to an estimated
Transit-TV Network System, uses LCD-TV screens                    RM62.5 million in 2014. The DOOH experienced healthy
to deliver content such as information, entertainment             growth rates from 2007 to 2009, largely because the
programmes, advertisements and public bulletins on                industry is still in its nascent stage and is still growing from
public transport.                                                 a small Adex base contribution at the beginning of this
                                                                  period. This contributed to high year-on-year growth rates
The Group was recognised as having the largest Transit-           from 2007 to 2009. However as the industry develops, the
TV Network (for buses) in Malaysia by the Malaysian Book          year-on-year growth rates from 2010 to 2014 are expected
of Records in 2008, based on the number of LCD-TVs                to stabilise to an average of approximately 30%.
installed over the period from September 2007 to March
2008. As at end March 2011, the Group has installed               Industry Forecast for the Out-of-Home Media Industry
3,175 LCD-TV on 1,500 buses.                                      (Malaysia), 2010 – 2014

In 2010, the Group has been awarded three (3)
                                                                                             Adex               Growth Rate
licences (NFP-i, NSP-i and CASP-i) from the Malaysian
                                                                          Year            (RM million)              (%)
Communications and Multimedia Commission (MCMC)
and Spectrums for the deployment of Digital Multimedia                    2010                 217.1                 9.6
Broadcasting. We have been allocated three blocks of “L”                  2011                 238.3                 9.8
Band Spectrums, at 1452.960, 1454.672 and 1456.384
MHz respectively, to be utilised for digital multimedia                   2012                 265.5                 11.4
broadcasting. We will integrate the Digital Terrestrial                   2013                 296.3                 11.6
Television Broadcasting (DTTB) into TransNet.
                                                                          2014                 331.9                 12.0
DTTB is a type of infrastructure that employs digital                                  CAGR 2010-2014              11.2%
broadcasting to transmit TV signals form terrestrial
transmission towers to a conventional aerial. Currently,          (Source: Independent Market Research Report, Frost & Sulivan)
TransNet utilises a pre-recorded system, where pre-
recorded content is uploaded to the individual systems on         Industry Forecast for the Digital Out-of-Home Transit
each mode of transport. With DTTB, the Group will be able         Media Industry (Malaysia), 2010 – 2014
to deliver real-time content and information to the targeted
mobile audience via live broadcasts.
                                                                                             Adex               Growth Rate
                                                                          Year            (RM million)              (%)
The Group plans to deploy DTTB services, and integrate
its TransNet network with DTTB. Towards this end, the                     2010                 21.6                  39.3
Group will utilise RM16.0 million raised via its Initial Public           2011                 29.1                  34.7
Offering (“IPO”), to purchase transmission equipment for
seven transmission towers, as well as network equipment                   2012                 38.8                  33.5
and facilities, and network integration in relation to the                2013                 49.8                  28.2
deployment of DTTB. DTTB will initially be rolled out in the
                                                                          2014                 62.5                  25.6
Klang Valley upon completion of the construction of the
transmitter, transmission towers and gap fillers, expected                              CAGR 2010-2014              30.5%
by the first half of 2011. Two of the towers will be located
in Kuala Lumpur city area, and one each in Damansara,             (Source: Independent Market Research Report, Frost & Sulivan)
Putrajaya, Cyberjaya, Klang and Shah Alam.


PROSPECTS OF OOH AND DOOH TRANSIT MEDIA IN
MALAYSIA

Overall, the Out-of-Home (“OOH”) media industry is
expected to grow from about RM217.1 million in 2010
to an estimated RM331.9 million in 2014. The gradual
recovery from the global economy crisis in 2009 resulted
in a relatively high Adex growth rates between 2008 and
2009 but the Adex growth rate for the industry is expected


                                                                                                 ANNUAL REPORT 2010            11
CHIEF EXECUTIVE OFFICER’S REPORT
cont’d



MOVING FORWARD                                                 To further fuel growth, we shall promote an inclusive
                                                               work culture to energise our people. We have engaged
We are pursuing various strategic plans to expand              committed and productive employees who add value to
the Group’s business over the next two (2) to three (3)        our projects and teams. We measure our success by the
years beyond existing market segment and geographical          extent to which we engage every person such that every
presence as summarised as below.                               role is performed with excellence.

Maximise Average Revenue Per Hour                              I would like to thank everyone within the community for
                                                               their contribution to the Group’s continuing development
The average revenue per hour is measured by dividing the       during the past years. The combined efforts of our staff,
total revenue from air time and programme sponsorship          my management team and our Board of Directors have
sales with the number of weeks, followed by seven days         been truly inspiring.
a week and eighteen hours a day, which are our daily
operating hours. We intend to increase our efforts to offer
more programmes within embedded advertisements,
such as infomercials. Additionally, revenue from selling       Thank you.
sponsorships for each of the programmes on our network
would be another additional source of revenue.
                                                               DATO’ WONG SHEE KAI
Expand Coverage                                                CHIEF EXECUTIVE OFFICER
This strategy will increase our presence and stimulate
growth and create barriers to expansion and entry for
current and prospective competitors. In addition to
our current exclusive agreements with existing public
transport providers, we intend to increase our coverage to
other forms public transports i.e. monorails and Light Rail
Transit (LRT). With the penetration into these additional
public transports, we will be able to reach out to more
public transport users, hence increase the exposure and
publicity of our customers.

Overseas Expansion

Currently, our Group is operating solely in the Malaysian
DOOH transit media sphere. We intend to increase our
geographical coverage by expanding regionally in the
near future. With our vast experience and proven track
records, we are confident on replicating our business
model in other countries, such as in Singapore and capital
city of Indonesia, i.e. Jakarta. We believe that regional
expansion will also position us to be more attractive to our
existing and potential customers whom have presence in
the regional markets.

Improve Technology and Techniques

We intend to procure transmission equipments, network
facilities and integration of network system to roll out our
initial stage of Digital Terrestrial Television Broadcasting
(DTTB) in the Klang Valley to deliver real-time contents
and information. With the live broadcast features, we are
able to deliver real-time advertising with the real-time
contents provided by the local TV stations. In addition, we
are also planning to improve our capabilities to broadcast
information and entertainment to more devices (i.e. mobile
phones, personal computers, personal digital assistant)
apart from public transports.


12       ASIA MEDIA GROUP BERHAD (813137-V)
SIGNIFICANT MILESTONES

   2007




   2 007
 AMSB began operations in Pusat
 Bandar Puchong, Selangor.




   2008
                                         AMSB was awarded the concession to
                                         operate the Transit-TV Network System in
                                         1,050 RapidKL stage buses, the largest
                                         integrated public transport company wholly
                                         owned by the Ministry of Finance
                                         Malaysia, via LCD digital screens to show
                                         infotainment programme, advertisement,
                                         community driven messages and public
                                         service bulletins to over 1.5 million bus
                                         users daily.
                                                                                         In October 2007, AMSB was
                                                                                         awarded the MSC status by
                                                                                         the Multimedia Development
                                                                                         Corporation Sdn Bhd with five
                                                                                         (5) years tax-free incentives.




                                                                                              Official launch of Transnet
                                                                                              KL Transit-TV
                                                                                              at Sime Darby




       8
                                                                                              Convention Centre.




   20 0
The installation of LCD TV screens in 1,050 RapidKL buses
was completed in early 2008.

Transnet KL was officially launched. The transit channel
has been on trial service since November 2007 in 600
RapidKL buses.

RapidKL buses was installed with two 19-inch LCD TV
screens to broadcast a variety of programmes including
news, sports and documentaries in 30-minute slots that are
                                                               A total of 500 LCD TV screens were installed in 250 buses.
                                                               The installation was completed in September 2008.

                                                               In mid-2008, AMSB successfully acquired Transit Vision
                                                               Holdings Sdn Bhd which operates LCD TV screens in 200
                                                               luxury coaches own by Konsortium Transnasional Berhad.

                                                               With this acquisition, the Group has expanded its coverage
                                                               to Plusliner and Nice++ express buses. Transit Vision
                                                               Holdings Sdn Bhd was subsequently renamed as Transnet
interspersed with advertisements.                              Express Sdn Bhd and operates under the brand name of
                                                               TransNet.
AMSB was awarded the concessions to operate Transit-TV
Network System in Causeway Link stage buses in Johor
Bahru owned by Handal Indah Sdn Bhd (“Handal Indah”).

                                                                                           ANNUAL REPORT 2010         13
SIGNIFICANT MILESTONES
cont’d




     2008 cont’d




         20 08
Awarded as “Best Start-up Company” by MSC Malaysia at the Asia Pacific ICT Awards.

AMSB certified as the “Biggest Transit-TV Network (Bus)” by the Malaysian Book of Records with 3,175 LCD screens
installed in 1,391 stage and express buses.




AMSB is the winner of the SME Rising Star Award 2008 by SMI Association of Malaysia.



     2009




         2 00 9
AMSB was recognised and awarded as one of SME Magazine’s ‘SME100’ award winners.




14       ASIA MEDIA GROUP BERHAD (813137-V)
SIGNIFICANT MILESTONES
                                                                                                             cont’d




   2009 cont’d




       2009
AMSB and The Star Publications announced a Joint Media Collaboration to cross-promote their respective media
products on the other’s media platform. AMSB dedicated 10% of its air time to promote The Star Group’s products. In
return, The Star Group featured AMSB’s products on its platforms which include newspaper, magazines and radio
stations.



   2010




     AMSB was awarded the winner of The
     BrandLaureate-SMEs Chapter Award.




                                                                                       ANNUAL REPORT 2010        15
SIGNIFICANT MILESTONES
cont’d




     2010 cont’d




AMSB participated the ABU Digital Broadcasting Symposium 2010 officiated by the Minister of Information,
Communication and Culture, Y.B.Dato' Seri Utama Dr. Rais Yatim to create awareness amongst the broadcasting industry
players.

AMSB was awarded with three (3) licences (NFP-i, NSP-i and CASP-i) from Malaysian Communications and Multimedia
Commission and Spectrums for the deployment of Digital Multimedia Broadcasting.




       10
AMSB was allocated 3 Blocks of “L” Band Spectrums, at 1452.960, 1454.672 & 1456.384 MHz respectively to be utilised
for digital multimedia broadcasting.




      0
The Group planned to utilise the allocated frequencies to deploy a Digital Terrestrial Television Broadcasting to provide




     2
innovative services and applications, such as mobile devices, traffic and safety information, interactive programmes and
data information.




The Company was successfully listed on the ACE Market of Bursa Securities Malaysia Berhad on 11 January 2011. The
IPO involved an issuance of 98 million new shares at RM0.23 each and was oversubscribed by 21.46 times.

The shares debuted with RM0.17 premium to RM0.40 per share and closed at RM0.285 with 40.92 million shares
transacted on the first day of trading.




In April 2011, the Prime Minister of Malaysia Y. B. Dato’ Sri Mohd Najib announced that the Group will invest RM 500 million
in developing the 1st Digital Live Transit-TV Broadcasting infrastructure in Malaysia during the 5th Economic
Transformation Programme update.

The Group announced on 21 April 2011 on its intention to rollout its networks other states in Peninsular Malaysia, namely
Penang, Perak, Pahang, Kedah, Perlis, Kelantan and Terengganu from 2012 to 2015.

16       ASIA MEDIA GROUP BERHAD (813137-V)
EVENT HIGHLIGHTS



                                                                                    Exhibitions and Expos




GoMobile 2009 is organised by CommTechAsia Sdn Bhd together with Multimedia Development Corporation (the
custodian of MSC Malaysia). It was held at Kuala Lumpur Convention Centre in October 2009. AMSB is one of the
exhibitors in this mobile events.




AMSB supported The Largest Job Fair in Malaysia – Malaysia Career and Training Fair 2009. Held in January 2009 at
Mid Valley Convention Centre, Kuala Lumpur Malaysia, AMSB participated in the Malaysia Career and Training Fair,
organised by Jobstreet Malaysia. More than 50,000 visitors had attended the fair over the three-day exhibition. The
Group exhibition received an overwhelming response from members of the public that were interested in joining the
Group.



                                                                                       ANNUAL REPORT 2010         17
BOARD OF DIRECTORS’ PROFILE


DATUK WIRA SYED ALI                                           DATO’ WONG SHEE KAI
BIN TAN SRI ABBAS ALHABSHEE                                   (Executive Director and Chief Executive Officer)
(Non-Executive Chairman)
                                                              Dato’ Wong Shee Kai, a Malaysian, age 29, is the
Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee, a            Executive Director and Chief Executive Officer of the
Malaysian, age 49, is the Non-Executive Chairman of the       Company and he was appointed to the Board on 6
Company and he was appointed to the Board on 5 May            October 2009. He is a member of the Remuneration
2010. He is a member of Audit and Nomination Committees       Committee of the Company. He is also the founder of the
of the Company. He has great knowledge and executive          Company. He has contributed significantly to the growth and
experience in leading private, public and government          development of the Company and has successfully led the
controlled organisations from a broad range of industries.    Company to become an established and reputable player
Datuk Wira ventured into business in the early 1980s and      in the DOOH transit media industry in Malaysia. Dato’
currently sits on the board of several private and public     Wong Shee Kai has achieved several recognitions and
corporations involved in a diverse range of businesses        awards personally and has also led the Company to
such as C.I. Holdings Berhad, Tanjung Offshore Berhad         a string of accolades and rewards. The recognitions
and UZMA Berhad. He was appointed as a member of              and awards received by Dato’ Wong Shee Kai include
the Malaysian Senate (Dewan Negara) on 21 April 2003          Junior Chamber International (“JCI”) Creative Young
until April 2009. Datuk Wira obtained his Professional        Entrepreneur Award from Junior Chamber International
Diploma in Leadership and Management from the New             Group in 2008; Excellence Leadership under the 8th Asia
Zealand Institute of Management in 2003. He is currently      Pacific International Entrepreneur Excellence Award in
involved in the business and strategies development of        2009; the 2009 Top 10 JCI Creative Young Entrepreneur
the Company.                                                  Award (Malaysia) from JCI in 2009; and the Most Promising
                                                              Entrepreneur Award by Asia Pacific Entrepreneurship
Datuk Wira does not have any family relationship with         Awards in 2010. He is mainly responsible for the Company
any Directors and/or major shareholders of the Company        overall strategy and development of the overall vision
or any conflict of interest in any business arrangement        of the Company. He began his career with Ford Motor
involving the Company. He has had no conviction for           Company (UK) as an Account Analyst from 2002 to 2003.
any offences within the past ten (10) years. His details of   Subsequently, he joined Major Fibre Sdn Bhd in Malaysia
attendance at the Board of Directors’ Meeting are set out     as Finance Manager and his last position with the Company
in the Statements on Corporate Governance.                    being the General Manager in overseeing manufacturing
                                                              process, sales, marketing and materials sourcing, where
                                                              he observed and discovered arbitrage media advertising
                                                              opportunity in Malaysia and subsequently founded the
                                                              Company. Dato’ Wong Shee Kai obtained his Bachelor
                                                              Degree in Accounting and Finance with First Class Honours
                                                              from Lancaster University, United Kingdom in 2003. He is
                                                              currently responsible in leading the business direction and
                                                              strategies development of the Company.

                                                              Dato’ Wong is the son of Madam Teh Sew Wan and a
                                                              Director and shareholder of Wong SK Holdings Sdn Bhd,
                                                              a major shareholder of the Company. He does not have
                                                              any family relationship with any other Directors or any
                                                              conflict of interest in any business arrangement involving
                                                              the Company. He has had no conviction for any offences
                                                              within the past ten (10) years. His details of attendance
                                                              at the Board of Directors’ Meeting are set out in the
                                                              Statements on Corporate Governance




18     ASIA MEDIA GROUP BERHAD (813137-V)
BOARD OF DIRECTORS’ PROFILE
                                                                                                                    cont’d



SABARUDDIN BIN AHMAD SABRI                                      or any conflict of interest in any business arrangement
(Executive Director)                                            involving the Company. He has had no conviction for
                                                                any offences within the past ten (10) years. His details of
Sabaruddin Bin Ahmad Sabri, a Malaysian, age 45,                attendance at the Board of Directors’ Meeting are set out
is the Executive Director of the Company and he was             in the Statements on Corporate Governance.
appointed to the Board on 5 May 2010. He is involved in
the business development of the Company. He started
his career at Malaysian National News Agency ‘Bernama’          YEONG SIEW LEE
covering issues on business and the economy for nine            (Independent Non-Executive Director)
(9) years. He then served as Deputy Editor for one of
Malaysia’s largest circulating newspaper, Utusan Malaysia.      Yeong Siew Lee, a Malaysian, age 32, is the Independent
Subsequently, he joined Bridgecon Holdings Berhad as            Non-Executive Director of the Company and she was
a Public Relation Manager and Business Development              appointed to the Board on 5 May 2010. She is a member
Manager. Sabaruddin subsequently became a host for              of the Audit, Nomination and Remuneration Committees
Radio Television Malaysia covering business issues and          of the Company. She obtained her Bachelor of Science
current affairs as well as political issues. In 2003, he was    (Honours) degree in Accounting and Finance from
appointed as a Senior Private Secretary to the Malaysian        University of Wales College, Newport, United Kingdom in
Information Minister where he served till 2008. He is a         2001 and obtained her professional degree in Association
member of the Malaysia-Indonesia Journalist Solidity            of Chartered Certified Accountants, United Kingdom in
Alliance, an initiative to promote bilateral ties by local      2004. She is a chartered accountant and is currently a
media practitioners. Sabaruddin has been at the forefront       member of the Malaysian Institute of Accountants (MIA).
of the media industry for over two (2) decades and offers a     She began her career with GHL Systems Berhad (“GHL”),
wealth of experience and business acumen.                       a company listed on the Main Market of Bursa Securities,
                                                                as an Assistant Accountant in 2003 and moved up the ranks
Sabaruddin does not have any family relationship with           and became Head/Assistant General Manager of Finance
any Directors and/or major shareholders of the Company          in 2008 to supervise the company’s local and overseas
or any conflict of interest in any business arrangement          accounting teams. She left GHL in August 2009 to venture
involving the Company. He has had no conviction for             into business in the consumer industry and was working
any offences within the past ten (10) years. His details of     as a finance adviser for SMR HR Group Sdn Bhd.
attendance at the Board of Directors’ Meeting are set out
in the Statements on Corporate Governance.                      Ms. Yeong does not have any family relationship with
                                                                any Directors and/or major shareholders of the Company
                                                                or any conflict of interest in any business arrangement
DATO’ HUSSIAN @ RIZAL BIN A. RAHMAN                             involving the Company. She has had no conviction for
(Independent Non-Executive Director)                            any offences within the past ten (10) years. Her details of
                                                                attendance at the Board of Directors’ Meeting are set out
Dato’ Hussian @ Rizal bin A. Rahman, a Malaysian,               in the Statements on Corporate Governance.
age 49, is the Independent Non-Executive Director of
the Company and he was appointed to the Board on 5
May 2010. He is the Chairman of the Audit, Nomination           TEH SEW WAN
and Remuneration Committees of the Company. He has              (Non-Independent Non-Executive Director)
extensive experience in the ICT industries in Malaysia.         (Resigned on 23 May 2011)
Currently, he is the Executive Director/Chief Executive
Officer of MobilityOne Limited, a company listed on AIM          Teh Sew Wan, aged 60, is the Non-Independent Non-
of the London Stock Exchange, and is responsible for the        Executive Director of the Company and she was appointed
development of MobilityOne Limited group of companies’          to the Board on 6 October 2009. She has over 35 years
overall management, particularly in setting the business        of executive level experience based on the position/
directions and strategies. Dato’ Hussian obtained the           directorship held in several private and public companies.
Postgraduate Diploma in Business Management from                She has a LCCI qualification and began her career in
The Oxford Association of Management, Oxford, England           accounting more than 40 years ago with several accounting
(“OXIM”) and was also admitted to the membership of             firms and subsequently joined Long Huat Group Berhad
Certified Master of Business Administration from the OXIM,       group of companies in the mid/late 1970s and served in
a membership that recognises management competency              various capacities including finance and administration.
and professional development. In addition, he was               She was also a Director of Long Huat Group Berhad until
awarded the certificate of Master of the Oxford Centre for       5 Jun 1997. She is currently the director and shareholder
Leadership from The Oxford Centre for Leadership, United        of WHSB and Peakmax Sdn Bhd.
Kingdom.
                                                                Madam Teh is the mother of Dato’ Wong Shee Kai and
Dato’ Hussian does not have any family relationship with        is a Director and shareholder of Wong SK Holdings Sdn
any Directors and/or major shareholders of the Company          Bhd, a major shareholder of the Company. She has had no
                                                                conviction for any offences within the past ten (10) years.

                                                                                            ANNUAL REPORT 2010          19
STATEMENT ON CORPORATE GOVERNANCE


THE IMPORTANCE OF CORPORATE GOVERNANCE

The Board of the Group is committed to the principles and the best practices of corporate governance as set out in the
Malaysian Code on Corporate Governance (“the Code”), in order to meet the standard of corporate governance as a
fundamental part of discharging its responsibilities to protect and enhance shareholders’ value and financial performance
of the Group.

The Company continues to apply the key principles of the Code with an objective to maintain the promulgated standards
of transparency, accountability and integrity.

The Board is pleased to outline the key principles and best practices of the Code adopted by the Board.


THE BOARD OF DIRECTORS

Role and Responsibilities

The Board manages the Group’s activities by appraising and deliberately the business directions strategies and future
ventures, overseeing the Group’s business conduct and affairs, developing shareholders and investors relations, risk
management, reviewing the system of internal control and managing succession planning.

An effective and experienced Board comprising members with a wide range of skills, knowledge and experience necessary
to govern the group. This includes international and regional operational experience, understanding of economics of the
sector in which the Company operates and knowledge of world capital markets.

A brief profile of each of the Directors is presented on pages 18 and 19 of the Annual Report.

The key functions of the Chairman, apart from conducting meetings of the Board and shareholders, include facilitating
the setting of business directions and strategies of the Company, ensuring all Directors are properly briefed during Board
discussions and shareholders are adequately informed of subject matters where their approvals are required.

The Chief Executive Officer in particular is responsible for implementing the policies and decisions of the Board,
overseeing the operations as well as coordinating the development and implementation of business and corporate
strategies. The Executive Directors contribute significantly in corporate policies and strategies, performance monitoring,
allocation of resources as well as improving corporate governance and internal controls, using their intimate knowledge
and understanding of the business and industry.

The Board has delegated specific responsibilities to three (3) Board committees namely the Audit Committee, Nomination
Committee and Remuneration Committee, which were established with specific terms of reference. These Committees
have the authority to examine pertinent matters within their terms of reference and is responsible for reporting to the Board
on issues together with their recommendations. The ultimate responsibility for final decision on all matters, however, lies
with the entire Board.

Board Composition and Independence

The Board consists of seven (5) members, comprising of:
• One Non-Executive Chairman
• One Executive Director
• One Executive Director and Chief Executive Officer
• Two Independent Non-Executive Directors

The presence of the two (2) Independent Non-Executive Directors provides an important balance in the Board to provide
clear and effective leadership through their independent judgement and assessment of proposals presented by the
Executive Director and the management team of the Group. This ensures the Group maintains the highest standards of
conduct, integrity, accountability and check and balance.




20     ASIA MEDIA GROUP BERHAD (813137-V)
STATEMENT ON CORPORATE GOVERNANCE
                                                                                                                            cont’d



THE BOARD OF DIRECTORS cont’d

Board Composition and Independence cont’d

The Board composition complies with Rule 15.02 of the Bursa Securities Listing Requirements for ACE Market which
requires that at least two (2) directors or 1/3 of the board of directors, whichever is the higher, are Independent Directors.
All the Independent Directors are independent of management and are free from any relationship that could materially
interfere with their judgement and decision.

Board Meetings

The Board meets every quarter and additional meetings are held as and when necessary. As the Company was listed on
the ACE Market of Bursa Securities on 11 January 2011. The Board of Directors met three (3) times during FYE 2011 as
follows:-

• 21 February 2011
• 22 March 2011
• 23 May 2011

The attendance of the Directors at Board meetings are shown in the table below:-

                                                                                             Board Meeting
 Directors                                                                                     Attended                %

 (i)     Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee                                           3/3                100
 (ii)    Dato’ Wong Shee Kai                                                                       3/3                100
 (iii)   Sabaruddin Bin Ahmad Sabri                                                                2/3                 67
 (iv)    Dato’ Hussian @ Rizal Bin A. Rahman                                                       3/3                100
 (v)     Yeong Siew Lee                                                                            3/3                100

The Board is scheduled to meet at least four (4) times a year, at quarterly intervals, with additional meetings convened as
necessary. The Chairman, with the assistance of Management and the Company Secretary, is responsible for setting the
agenda of Board meetings.

Appointments to the Board

The current composition of the Board brings the required mix of skills and core competencies required for the Board to
discharge its duties effectively. The Board reviews the required mix of skills of the Board from time to time in order to identify
candidate with the qualifications and experience who will further complement the current Board and assist in managing or
steering the Company effectively. The Board continuously reviews its size and composition, with particular consideration
on its impact on the effective functioning of the Board.

The Board appoints its members through a formal and transparent selection process. This process has been reviewed,
approved and adopted by the Board. The decision on appointment is the responsibility of the full Board after considering
the recommendation of the Nomination Committee.

Re-election of Directors

In accordance with the Company’s Articles of Association, at least one-third (1/3) of the Directors or if the number is not
three (3) or a multiple of three (3) then the nearest one-third (1/3) shall retire from office at each Annual General Meeting.
All Directors shall retire from office once at least every three (3) years but shall be eligible for re-election. Directors who are
appointed by the Board during the financial year are subject to re-election by the shareholders at the next Annual General
Meeting following their appointments. This provides an opportunity for shareholders to review and approve their tenure in
office.




                                                                                                  ANNUAL REPORT 2010           21
STATEMENT ON CORPORATE GOVERNANCE
cont’d



THE BOARD OF DIRECTORS cont’d

Re-election of Directors cont’d

To assist shareholders in their decision, sufficient information such as personal profile, attendance at meetings and their
shareholdings in the Company for each Directors standing for election are furnished in the Annual Report.

Board Committees

The Board has established the following Committees, which operate within defined terms of reference to assist the Board
in the execution of specific responsibilities:

Audit Committee

The Audit Committee was established on 5 May 2010. The Audit Committee reviews issues of accounting policy, financial
reporting of the Company, monitors the work and effectiveness of the internal audit function and ensures an objective and
professional relationship is maintained with the external auditors. The Committee has full access to auditors, both internal
and external, who, in turn, have access at all times to the Chairman of the Committee.

The composition and duties of the Audit Committee are set out in the Audit Committee Report on pages 26 to 29 of the
Annual Report.

Nomination Committee

The Nominee Committee was established on 5 May 2010 and is responsible to propose for new nominee for the Board and
to evaluate each individual Director on an on-going basis. The Nomination Committee also seeks to ensure an optimal mix
of qualification, skill and experience among the Board members.

The Nomination Committee comprises the following members:-

    Name                                                                                                Designation

    Dato’ Hussian @ Rizal Bin A. Rahman                                                                   Chairman

    Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee*                                                      Member

    Yeong Siew Lee                                                                                        Member

*       Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day.

Remuneration Committee

The Remuneration Committee was established on 5 May 2010 and is responsible to recommend to the Board the
remuneration packages of Executive Directors and senior management of the Company. The remuneration packages of
Non-Executive Directors are determined by the Board of Directors as a whole.

The Remuneration Committee comprises the following members:-

    Name                                                                                                Designation

    Dato’ Hussian @ Rizal Bin A. Rahman                                                                   Chairman

    Dato’ Wong Shee Kai                                                                                   Member

    Yeong Siew Lee                                                                                        Member




22         ASIA MEDIA GROUP BERHAD (813137-V)
STATEMENT ON CORPORATE GOVERNANCE
                                                                                                                    cont’d



THE BOARD OF DIRECTORS cont’d

Supply of Information

The Chairman ensures that all Directors have unrestricted access to timely and accurate information in the furtherance of
their duties. Board papers are distributed in advance to enable Directors to have sufficient time to review the Board papers
and to obtain further explanation or clarification to facilitate the decision-making process and the meaningful discharge of
their duties. All proceedings of Board meetings are minuted and signed by the Chairman of the meeting.

Every Director has unhindered access to the advice and services of the Secretary who is responsible for ensuring Board
meeting procedures are followed and that applicable rules and regulations are complied with, and if so required, may seek
independent advice, at the Company’s expense, in furtherance of his duties.

Directors’ Training

The Directors possess the commitment to quality, and to create value by being relevant at all times, consistent with
evolving changes and challenges in the business environment. The Directors, in this connection, have participated in and
benefited from numerous conferences, seminars and training programmes on areas pertinent to the enhancement of their
roles and responsibilities as Directors of a public listed company.

The Board encourages its Directors to attend talks, workshops, seminars and conferences to update and enhance their
skills, and to assist them in discharging their responsibilities towards corporate governance, operational and regulatory
issues.

All Directors have attended and successfully completed the Mandatory Accreditation Program conducted by Bursatra Sdn
Bhd.


DIRECTORS’ REMUNERATION

The remuneration of Directors is determined at levels which enable the Company to attract and retain Directors with the
relevant experience and expertise to assist in managing the Group effectively.

The aggregate remuneration of the Directors of the Company and its subsidiaries for the FYE 31 December 2010 categorised
into appropriate components as follows:

                                                                                                                    Non-
                                                                                              Executive         Executive
                                                                                              Directors         Directors
                                                                                                     RM               RM

 Remuneration
 - Fees                                                                                          280,000           31,200
                                                                                                 280,000           31,200

The number of Directors in the Company whose remuneration falls in each successive bands of RM50,000 are as
follows:

                                                                                  Number of Directors
 Range of Remuneration                                              Executive Directors        Non-Executive Directors

 Below RM50,000                                                               1                            3
 RM50,001 – RM150,000                                                         1                             -
 RM150,001 – RM200,000                                                        1                             -


                                                                                            ANNUAL REPORT 2010          23
STATEMENT ON CORPORATE GOVERNANCE
cont’d



INVESTOR RELATIONS & SHAREHOLDERS COMMUNICATION

Investor Relations

The Board acknowledges the need for shareholders to be informed on all key issues and major development affecting the
Group. In addition to various announcements made during the year, the timely release of financial results on a quarterly
basis provides shareholders with an overview of the Company performance and operations.

Shareholders, investors and analysis are kept abreast with major developments of the Company through the Company’s
website at www.asiamedia.net.my, annual report and announcements made to Bursa Securities.

Annual General Meeting

The Annual General Meeting is the primary channel of communication with its shareholders. Shareholders may enquire
about the resolutions being proposed at the meeting and the financial performance and business operations in general
during the open and answer session.


ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board aims to provide and present a balanced and meaningful assessment of the Group’s financial performance and
prospects at the end of the financial year, primarily through the annual financial statements, quarterly announcement of
results to shareholders as well as the Chairman’s statement in the Annual Report.

The Audit Committee assists the Board in overseeing the Group’s financial reporting processes and the accuracy, adequacy
and completeness of its financial reporting.

Internal Control

The Directors acknowledge their responsibilities for the internal control system in the Group, covering not only financial
controls but also controls relating to operational, compliance and risk management. The Group’s Internal Control Statement
is set out on page 30 of the Annual Report.

Relationship with Auditors

The Company has through the Audit Committee established a formal and transparent arrangement with the auditors to
meet their professional requirements and comply with the Amended Code on Corporate Governance.

The role of the Audit Committee in relation to the external auditors is set out in the Audit Committee Report on page 29 of
the Annual Report.

Compliance Statement

The Group has the intention to comply with all best practices set out in the Code. At this point, the Board of Directors of
the Company is of the view that disclosure of the remuneration bands of the Directors of the Company is sufficient to meet
the objectives of the Code.

Directors’ Responsibility Statement

The Directors are required under Rule 15.26 of the ACE Market Listing Requirements of Bursa Malaysia to issue a statement
explaining their responsibility for preparing the annual audited financial statements.

The Directors are required by law to prepare financial statements for each financial year which give a true and fair view of
the state of affairs of the Group and of the Company as at the financial year end and of the results and cash flows of the
Group and of the Company for the financial year then ended.


24       ASIA MEDIA GROUP BERHAD (813137-V)
STATEMENT ON CORPORATE GOVERNANCE
                                                                                                                  cont’d



ACCOUNTABILITY AND AUDIT cont’d

Directors’ Responsibility Statement cont’d

The Directors consider that, in preparing the financial statements of the Company for the financial year ended 31 December
2010 on pages 39 to 66 of the printed version of this Annual Report, the Company has used appropriate accounting
policies, consistently applied and supported by reasonable and prudent judgements and estimates. The Directors also
consider that all applicable approved accounting standards in Malaysia have been followed and confirm that the financial
statements have been prepared on a going concern basis.

The Directors are responsible for ensuring that the Company keeps proper accounting records, which disclose the financial
position of the Company and comply with the provisions of the Companies Act, 1965.

The Directors are also responsible for taking such steps that are necessary to safeguard the assets of the Company and
to prevent and detect fraud and other irregularities.




                                                                                          ANNUAL REPORT 2010         25
AUDIT COMMITTEE REPORT


The Board of the Group is pleased to present the report of the Audit Committee for the financial year ended 31 December
2010.


MEMBERSHIP

The Audit Committee comprises three (3) members, a majority of whom are Independent Directors and all is Non-Executive
Directors.

    Name                                                                   Designation

    (i)      Dato’ Hussian @ Rizal Bin A. Rahman                           Independent Non-Executive Director (Chairman)

    (ii)     Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee*              Non-Executive Chairman (Member)

    (iii)    Yeong Siew Lee                                                Independent Non-Executive Director (Member)

*           Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day.

TERMS OF REFERENCE

The terms of reference of Audit Committee are as follows:

Composition of Audit Committee

The Audit Committee comprising at least three (3) members, all of whom must be Non-Executive Directors, with a majority
of them being Independent Directors. No alternate director shall be appointed as a member of the Audit Committee.

At least one member of the Audit Committee:-

i.          must be a member of the Malaysian Institute of Accountants; or

ii.         if he is not a member of Malaysian Institute of Accountants, he/she must have at least 3 years’ working experience;
            and

            (a)   he must have passed the examination specified in Part I of the 1st Schedule of the Accountants Act, 1967; or

            (b)   he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the
                  Accountants Act, 1967.

iii.        fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

In the event of any vacancy in the Audit Committee resulting of non-compliance of the above, the Company must fill the
vacancy within three (3) months.

Term of office

The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board of
Directors at least once every three (3) years to determine whether the Audit Committee and its members have carried out
their duties in accordance with their terms of reference.

Chairman of the Audit Committee

The Chairman of the Audit Committee shall be an Independent Non-Executive Director elected among the members.

Secretary of the Audit Committee

The Secretary of the Company shall be the Secretary of the Audit Committee.


26            ASIA MEDIA GROUP BERHAD (813137-V)
AUDIT COMMITTEE REPORT
                                                                                                                       cont’d



TERMS OF REFERENCE cont’d

Meetings

i.     Frequency of Meeting

       The Audit Committee shall meet not less than four (4) times a year or as many times as the Audit Committee deems
       necessary with due notice of issues to be discussed.

ii.    Quorum

       In order to form a quorum in respect of a meeting of Audit Committee, the majority of members present must be
       Independent Directors.

iii.   Proceedings of Meeting

       In the absence of the Chairman of the Audit Committee, the members present may appoint one amongst themselves
       who shall be an independent director to be Chairman of such meeting.

       Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman
       of the Audit Committee shall have a second or a casting vote.

iv.    Attendance at Meeting

       The representatives of senior management of the Company and the Group, external auditors, financial controller and
       internal auditors (if any) shall attend the Audit Committee Meetings by invitation. Other members of the Board may
       attend any particular meeting upon the invitation of the Audit Committee.

       In addition, the members shall meet the external auditors twice a year without presence of the Executive Directors.

v.     Keeping of Minutes

       The Company shall cause minutes of all proceedings of Audit Committee Meeting to be entered in books kept for that
       purpose.

       The minutes are to be signed by the Chairman of the Audit Committee Meeting at which the proceedings were held
       or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates. The
       minutes shall be kept by the Company Secretary, and distributed to members of the Committee and to the Directors
       for notation at the next Board of Directors’ Meeting.

Authority

The Committee is authorised by the Board:-

i.     to have explicit authority to investigate any matter within its terms of reference;

ii.    to have the resources which are required to perform its duties;

iii.   to have full access to any information and employees of the Company and the Group which are required to perform
       its duties;

iv.    to have direct communication channels with internal and external auditors;

v.     to obtain outside legal or independent professional advice in the performance of its duties at the cost of the Company;
       and

vi.    to invite outsiders with relevant experience to attend its meetings, if necessary.

vii.   To be able to convene meetings with internal and external auditors or both, excluding the attendance of other Directors
       and employees of the Company, whichever deemed necessary.


                                                                                               ANNUAL REPORT 2010          27
AUDIT COMMITTEE REPORT
cont’d



TERMS OF REFERENCE cont’d

Duties and Responsibility

The duties and responsibilities of the Audit Committee shall include the following:-

i.      To consider the appointment, resignation and dismissal of external auditors, the audit fee;

ii.     To review and discuss the nature, scope and quality of external audit plan/arrangements with the internal and external
        auditors before audit commences;

iii.    To review quarterly and annual financial statements of the Company and the Group set our below before submission
        to the Board:-

        (a)   the going concern assumption;

        (b)   compliance with accounting standards and regulatory requirements;

        (c)   any changes in accounting policies and practices; and

        (d)   significant issues arising from the audit and major judgmental issues.

iv.     To discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish
        to discuss (in the absence of management where necessary;

v.      To review the external auditors’ management letter and management’s response;

vi.     To do the following, in relation to the internal audit function:-

        (a)   Review the adequacy of the scope, functions and resources of the internal audit function, and that it has the
              necessary authority to carry out its work;

        (b)   Review the internal audit programme and results of the internal audit process and, where necessary, ensure
              that appropriate actions are taken on the recommendations of the internal audit function;

        (c)   Review any appraisal or assessment of the performance of members of the internal audit function;

        (d)   Approve any appointment or termination of senior staff members of the internal audit function; and

        (e)   Take cognizance of resignations of internal audit staff members and provide the resigning staff member an
              opportunity to submit his reasons for resigning.

vii.    To consider any related-party transactions that may arise within the Company or the Group;

viii.   To consider the major findings of internal investigations and management’s response; and

ix.     To consider other topics as defined by the Board of Directors.


SUMMARY OF ACTIVITIES OF THE COMMITTEE

The Audit Committee was formed on 5 May 2010, as the Company was listed on the ACE Market on 11th January 2011.
The Audit Committee met three (3) times during FYE 2011 on the following dates:-

• 21 February 2011
• 22 March 2011
• 23 May 2011



28        ASIA MEDIA GROUP BERHAD (813137-V)
AUDIT COMMITTEE REPORT
                                                                                                                           cont’d



SUMMARY OF ACTIVITIES OF THE COMMITTEE cont’d

The attendance records of the Audit Committee Members are shown in the table below:-

                                                                                         Audit Committee
    Members                                                                              Meeting Attended             %

    (i)      Dato’ Hussian @ Rizal Bin A. Rahman                                                 3/3                 100
    (ii)     Yeong Siew Lee                                                                      3/3                 100
    (iii)    Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee *                                     -                  -

* Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day.

The activities of the Audit Committee include the following:-

Financial Reporting

(a)         reviewed the quarterly and half-yearly unaudited financial results of the Group before recommending them for
            approval by the Board;

(b)         reviewed the annual audited financial statements of the group with the external auditors prior to submission to the
            Board for their approval. The review was to ensure that the financial reporting and disclosures are in compliance
            with:
            •     Companies Act, 1965;
            •     ACE Market Listing Requirements of Bursa Securities;
            •     Applicable approved accounting standards in Malaysia; and
            •     Other legal and regulatory requirements.

In the review of the annual audited financial statements, the Committee discussed with management and the external
auditors the accounting principles and standards that were applied and their judgement of the items that may affect the
financial statements.

Internal Audit

a)          reviewed the annual audit plan to ensure adequate scope and comprehensive coverage over the activities of the
            group;
b)          reviewed internal audit reports which were tabled during the year, the audit recommendations made and management’s
            response to these recommendations; and
c)          monitored the corrective actions on the outstanding audit issues to ensure that all the key risks and control lapses
            have been addressed.

External Audit

Reviewed with the external auditors:

•           their audit plan, audit strategy and scope of work for the year;
•           the results of the annual audit, their audit report and management letter together with management’s response to the
            findings of the external auditors.

Related Party Transactions

Reviewed and considered any related party transactions that may or have arisen within the Company or the Group.




                                                                                                  ANNUAL REPORT 2010          29
STATEMENT ON INTERNAL CONTROL


INTRODUCTION

The Board is pleased to provide a statement on the state of the internal control of the Group prepared in accordance with
Paragraph 15.26(b) of the ACE Market Listing Requirements of Bursa Securities and the Statement on Internal Control:
Guidance for Directors of Public Listed Companies in this annual report for the financial year ended 31 December 2010.


BOARD RESPONSIBILITY

The Board acknowledges its overall responsibility for the group’s system of internal controls and for reviewing the adequacy
and integrity of systems of internal controls. The Board is also committed to establishing and maintaining a system of
internal control and risk management practices in order to achieve the following objectives:

Given the inherent limitations in any system of internal control, such system can only manage the risk rather than eliminate
the risk of failure to achieve the Group’s corporate objectives. Therefore, the system can only provide reasonable but not
absolute assurance against material misstatement or loss, contingencies, fraud or any irregularities.


RISK MANAGEMENT FRAMEWORK

The Board also recognises that risk management should be an integral part of the business operation.

On a day-to-day basis, respective Heads of Departments are responsible for managing risks related to their functions
or departments. Weekly management meetings are held to ensure that the risks faced by the Group are monitored and
properly addressed. It is at these meetings that key risks and corresponding controls implemented are communicated
amongst the senior management team. Significant risks identified are subsequently brought to the attention of the Board
at their scheduled meetings.

The abovementioned risk management practices of the Group is an on-going process of identifying, evaluating and
managing significant risks that may affect the Group’s achievement of its corporate objectives.


INTERNAL AUDIT FUNCTION

The Group’s internal audit function is outsourced to an independent professional firm which reports directly to the Audit
Committee. The internal audit function is guided by its Audit Charter and to assist the Board and the Audit Committee
in providing independent assessment of the effectiveness, adequacy and integrity of the Group’s system of internal
controls.


OTHER KEY ELEMENTS OF INTERNAL CONTROLS

The other key elements of the Group’s internal control systems are:

(i)     Quarterly review of the financial performance of the Group by the Board and the Committee.
(ii)    Clearly defined and structured lines of reporting and responsibility.
(iii)   Operations review meetings are held to monitor the progress of business operations, deliberate significant issues
        and formulate corrective measures.
(iv)    Documented internal policies as set out in a series of memorandums to various departments within the Group.


ASSURANCE

The Board is of the view that the group’s system of internal controls is adequate to safeguard shareholders’ investments
and the group’s assets. However, the Board is also cognizant of the fact that the Group’s system of internal control and risk
management practices must continuously evolve to meet the changing and challenging business environment. Therefore,
the Board will, when necessary, put in place appropriate action plans to further enhance the system of internal controls.



30       ASIA MEDIA GROUP BERHAD (813137-V)
ADDITIONAL COMPLIANCE INFORMATION


1.    SHARE BUY-BACK

      The Company does not have a scheme to buy-back its own shares.


2.    OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES

      The Company does not have any options, warrants or convertible securities in issue or exercised during the financial
      year ended 31 December 2010.


3.    DEPOSITORY RECEIPT PROGRAMME

      The Company did not sponsor any depository receipt programme for the financial year ended 31 December 2010.


4.    IMPOSITION OF SANCTIONS AND/OR PENALTIES

      The Company is not aware of any sanctions and/or penalties imposed on the Company and/or its subsidiary
      companies, Directors or Management by the relevant regulatory bodies.


5.    NON-AUDIT FEES

      The Company did not pay any non-audit fees during the financial year ended 31 December 2010.


6.    PROFIT GUARANTEE

      During the financial year ended 31 December 2010, there were no profit guarantees given by the Company.


7.    EMPLOYEES’ SHARE OPTION SCHEME

      The Company does not have an Employees’ Share Option Scheme.


8.    MATERIAL CONTRACTS

      There were no material contracts subsisting at the end of financial year ended 31 December 2010 entered into by the
      Company and its subsidiaries involving the interests of the Directors and major shareholders


9.    REVALUATION POLICY ON LANDED PROPERTIES

      The Group does not have a revaluation policy on landed properties as it does not hold any landed properties.


10.   RECURRENT RELATED PARTY TRANSACTION

      There were no recurrent related party transactions for the Group for the financial year under review.




                                                                                            ANNUAL REPORT 2010        31
DIRECTORS’ REPORT


The directors hereby submit their report together with the audited financial statements of the Group and of the Company for
the financial period 1st October 2009 to 31st December 2010.


CHANGE OF NAME AND CONVERSION TO PUBLIC LIMITED COMPANY

The Company has changed its name from Gerak Bayan Sdn. Bhd. to Asia Media Group Sdn Bhd during the financial period.
Subsequently, the Company was also converted from private limited company to a public limited company.


CHANGE OF FINANCIAL YEAR END

During the financial period, the Company changed its financial year end from 30th September to 31st December.


PRINCIPAL ACTIVITIES

The Company is principally an investment holding company. The principal activities of the subsidiaries are as disclosed in
Note 9 to the Financial Statements. There have been no significant changes in the nature of these principal activities during
the financial period.


FINANCIAL RESULTS

The results of the operations of the Group and of the Company for the financial period are as follows:

                                                                                                 GROUP         COMPANY
                                                                                                    RM              RM

 Profit/(Loss) before tax                                                                      10,286,610         (174,344)
 Income tax expense                                                                               (4,872)               -
 Net profit/(loss) for the financial period                                                     10,281,738         (174,344)


DIVIDENDS

No dividend has been paid or declared by the Company since the end of the previous financial period. The directors also do
not recommend the payment of any dividend in respect of the current financial period.


RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial period other than those as disclosed
in the Financial Statements.


ISSUE OF SHARES AND DEBENTURES

As approved by the shareholders on 30th April 2010, the authorised share capital of the Company was increased from
RM100,000 to RM25,000,000 during the financial period by the creation of additional 249,000,000 new ordinary shares of
RM0.10 each. Also, the issued and paid-up share capital of the Company was increased from RM2 to RM13,000,000 during
the financial period by the allotment of 129,999,980 new ordinary shares of RM0.10 each for the purpose of acquisition of
100,000,000 ordinary shares of RM0.10 each in Asia Media Sdn Bhd, representing 100% equity interest in said company.
These new shares rank pari passu with the then existing ordinary shares of the Company.

Subsequently, as approved by the shareholders on 24th November 2010, the authorised share capital of the Company was
further increased from RM25,000,000 to RM50,000,000 during the financial period by the creation of additional 250,000,000
new ordinary shares of RM0.10 each.

The Company has not issued any debentures during the financial period.

32     ASIA MEDIA GROUP BERHAD (813137-V)
DIRECTORS’ REPORT
                                                                                                                    cont’d



SHARE OPTIONS

No options have been granted by the Company to any parties during the financial period to take up unissued shares of the
Company.

No shares have been issued during the financial period by virtue of the exercise of any option to take up unissued shares
of the Company. As at the end of the financial period, there were no unissued shares of the Company under options.


DIRECTORS

The directors who served since the date of the last report are:

Dato’ Wong Shee Kai
Teh Sew Wan (resigned on 23.5.2011)
Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee (appointed on 5.5.2010)
Dato’ Hussian @ Rizal Bin A Rahman (appointed on 5.5.2010)
Sabaruddin Bin Ahmad Sabri (appointed on 5.5.2010)
Yeong Siew Lee (appointed on 5.5.2010)


DIRECTORS’ BENEFITS

Since the end of the previous financial period, no director of the Company has received or become entitled to receive any
benefit (other than the benefit included in the aggregate amount of emoluments received or due and receivable by the
directors in the financial statements or the fixed salary of full-time employee of the Company or a related corporation) by
reason of a contract made by the Company or a related corporation with the 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.

Neither during nor at the end of the financial period, was the Company a party to any arrangements whose object is to
enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other
body corporate.


DIRECTORS’ INTERESTS

The shareholdings in the Company of those who were directors at the end of the financial period, as recorded in the Register
of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:

                                                              No. of ordinary shares of RM1 each
                                                                                            Subdivision
                                              Balance                                       of par value        Balance
                                                  as at                                     into RM0.10             as at
                                             1.10.2009            Bought           Sold            each       31.12.2010

 Shares in the Company

 Registered in name of directors

 Dato’ Wong Shee Kai                                  1                -               -               (1)               -
 Teh Sew Wan                                          1                -               -               (1)               -




                                                                                            ANNUAL REPORT 2010          33
Asia Media Group Bhd Annual Report 2010
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Asia Media Group Bhd Annual Report 2010

  • 1. ASIA MEDIA GROUP BERHAD (Company No. 813137-V) ASIA MEDIA GROUP BERHAD (formerly known as Gerak Bayan Sdn Bhd) (Company No. 813137-V) (Incorporated in Malaysia under the Companies Act, 1965) ASIA MEDIA GROUP BERHAD (formerly known as Gerak Bayan Sdn Bhd) (Company No. 813137-V) Head Office No: 35, 1st Floor, Jalan Bandar 16 Pusat Bandar Puchong 47100 Puchong Selangor Darul Ehsan, Malaysia Tel: +603 5882 7788 Fax: +603 5882 6622 Homepage www.asiamedia.net.my Annual Report 2010
  • 2. 02 Our Philosophy CONTENTS 03 Corporate Structure 04 Corporate Information 05 Financial Highlights 08 Chairman’s Statement 10 Chief Executive Officer‘s Report 13 Significant Milestones 17 Event Highlights 18 Board of Directors’ Profile 20 Statement on Corporate Governance 26 Audit Committee Report 30 Statement on Internal Control 31 Additional Compliance Information 32 Directors' Report 36 Statement by Directors 36 Statutory Declaration 37 Independent Auditors' Report 39 Statements of Financial Position 40 Statements of Comprehensive Income 41 Statements of Changes in Equity 42 Statements of Cash Flows 43 Notes to the Financial Statements 67 Analysis of Shareholdings 70 Notices of Annual General Meeting Proxy Forms
  • 3. Our Philosophy At Asia Media, we believe in integrity and trust. Both these values form the foundations and pillars of our organisation and foster our relationships with all of our stakeholders which include our valued customers, our communities in which we operate, our investors as well as our greatest assets, our people. The company has experienced rapid growth and expansion since its inception, is continuing to build a reputable presence in the country’s digital out-of-home industry. 2 ASIA MEDIA GROUP BERHAD (813137-V)
  • 4. CORPORATE STRUCTURE ASIA MEDIA GROUP BERHAD (Company No. 813137-V) (Incorporated in Malaysia under the Companies Act, 1965) Asia Media Sdn Bhd 100% Asia Media Asia Media Marketing Interactive Transnet Sdn Bhd Sdn Bhd Express Sdn Bhd 100% 100% 100% ANNUAL REPORT 2010 ANNUAL REPORT 2010 ANNUAL R POR NNU REPOR PORT 3
  • 5. CORPORATE INFORMATION BOARD OF DIRECTOR REGISTERED OFFICE DATUK WIRA SYED ALI Level 8, Symphony House BIN TAN SRI ABBAS ALHABSHEE Pusat Dagangan Dana 1 (Non-Executive Chairman) Jalan PJU 1A/46 (Redesignated on 23 May 2011) 47301 Petaling Jaya Selangor Darul Ehsan DATO’ WONG SHEE KAI T : 03-7841 8000 (Executive Director and Chief Executive Officer) F : 03-7841 8199 SABARUDDIN BIN AHMAD SABRI PRINCIPAL PLACE OF BUSINESS (Executive Director) No. 35, First Floor DATO’ HUSSIAN @ RIZAL BIN A. RAHMAN Jalan Bandar 16 (Independent Non-Executive Director) Pusat Bandar Puchong 47100 Puchong YEONG SIEW LEE Selangor Darul Ehsan (Independent Non-Executive Director) T : 03-5882 7788 F : 03-5882 6622 TEH SEW WAN W : www.asiamedia.net.my (Non Independent Non-Executive Director) (Resigned on 23 May 2011) PRINCIPAL BANKERS AmBank (M) Berhad AUDIT COMMITTEE Malayan Banking Berhad Dato’ Hussian @ Rizal Bin A. Rahman Chairman AUDITORS Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee STYL Associates (AF 001929) Member Chartered Accountants 107B Jalan Aminuddin Baki Yeong Siew Lee Taman Tun Dr Ismail Member 60000 Kuala Lumpur T : 03-7727 5573 NOMINATION COMMITTEE SPONSOR Dato’ Hussian @ Rizal Bin A. Rahman Chairman PM Securities Sdn Bhd (66299-A) Mezzanine Floor, Menara PMI Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee No.2, Jalan Changkat Ceylon Member 50200 Kuala Lumpur T : 03-2715 1330 Yeong Siew Lee Member SHARE REGISTRAR Tricor Investor Services Sdn Bhd REMUNERATION COMMITTEE Level 17, The Gardens North Tower Dato’ Hussian @ Rizal Bin A. Rahman Mid Valley City Chairman Lingkaran Syed Putra 59200 Kuala Lumpur Dato’ Wong Shee Kai T : 03-2264 3883 Member F : 03-2282 1886 Yeong Siew Lee STOCK EXCHANGE LISTING Member ACE Market of Bursa Malaysia COMPANY SECRETARIES Securities Berhad Stock Name : AMEDIA See Siew Cheng (MAICSA 7011225) Stock Code : 0159 Eow Willey (MAICSA 7031441) 4 ASIA MEDIA GROUP BERHAD (813137-V)
  • 6. FINANCIAL HIGHLIGHTS Revenue Gross Profit (RM million) (RM million) 23.38 (3) 11.36 (3) 25 12 10 20 CAGR CAGR 88.3% (3) 8 85.1% 6.88 (3) 15 13.15 6 10 3.83 (3) 6.53 (3) 4 5 3.5 (2) 1.79 (2) 2 0 0 2007 (1) 2008 (1) 2009 (1) 2010 (1) 2007 (1) 2008 (1) 2009 (1) 2010 (1) Profit Before Tax Earning Per Share (“EPS”) (RM million) (Sen) 7.74 (3) 5.95 (3) 8 6 5 6 CAGR CAGR 121.7% 4 122.5% 3.36 (3) 2.58 (3) 4 3 2 2 1.41 (3) 1.09 (3) 0.71 (2) 1 0.54 (2) 0 0 2007 (1) 2008 (1) 2009 (1) 2010 (1) 2007 (1) 2008 (1) 2009 (1) 2010 (1) Notes: 1. Proforma consolidated results prepared for illustration purposes is based on the audited financial statement of the companies in the group and on the assumption that the current structure of the group has been in existence throughout the period under review. 2. Based on audited three (3) months financial period ended 31 December 2007. 3. Based on proforma consolidated results for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010 respectively for illustrative purposes. CAGR = Compounded Average Growth Rate ANNUAL REPORT 2010 5
  • 7. FINANCIAL HIGHLIGHTS cont’d SUMMARISED GROUP INCOME STATEMENTS Financial Year Ended 31 December Proforma* Audited 2007(1) 2008(2) 2009(2) 2010(2) 2010(3) FYE 31 December RM RM RM RM RM Revenue 3,501,620 6,533,187 13,150,080 23,375,537 16,554,093 Cost of Sales (1,709,095) (2,702,900) (6,267,488) (12,020,436) (8,644,850) Gross profit (“GP”) 1,792,525 3,830,287 6,882,592 11,355,101 7,909,243 EBITDA 968,759 2,187,285 4,233,739 9,244,683 11,297,585 Less: Amortisation - (5,422) (5,458) (25,980) (24,176) Depreciation (143,721) (815,758) (830,127) (1,439,402) (960,720) Net interest income/(cost) (113,993) 45,682 (39,664) (39,385) (26,079) Profit before tax (“PBT”) 711,045 1,411,787 3,358,490 7,739,916 10,286,610 Taxation (5,821) - - (2,698) (4,872) Profit after tax (“PAT”) 705,224 1,411,787 3,358,490 7,737,218 10,281,738 Net profit attributable to shareholders 705,224 1,411,787 3,358,490 7,737,218 10,281,738 Issued and paid-up share capital base 130,000,000 130,000,000 130,000,000 130,000,000 130,000,000 (4) Basic EPS (sen) 0.54 1.09 2.58 5.95 14.87 Profit Margin GP margin (%) 51.2 58.6 52.3 48.6 47.8 EBITDA margin (%) 27.7 33.5 32.2 39.5 68.2 PBT margin (%) 20.3 21.6 25.5 33.1 62.1 PAT margin (%) 20.1 21.6 25.5 33.1 62.1 Growth Rates Revenue (%) n/a 86.6 101.3 77.8 n/a EBITDA (%) n/a 125.8 93.6 118.4 n/a PBT (%) n/a 98.6 137.9 130.5 n/a PAT (%) n/a 100.2 137.9 130.4 n/a 6 ASIA MEDIA GROUP BERHAD (813137-V)
  • 8. FINANCIAL HIGHLIGHTS cont’d SUMMARISED GROUP’S FINANCIAL POSITION As at 31 December 2010 Audited 2010 FYE 31 December RM Current assets 5,530,191 Current liabilities 4,443,158 Current ratio (times) 1.24 Short term debt 820,055 Long term debt 414,755 Total debt 1,234,810 Total equity 23,278,438 Total debt/total equity (times) 0.05 Cash reserve 1,675,503 Net cash 440,693 Shareholders’ funds 23,278,438 Net Assets/Share 0.18 ANNUAL REPORT 2010 7
  • 9. CHAIRMAN’S STATEMENT Dear Shareholders, On behalf of the Board of Directors (“Board”), I am pleased to present the Annual Report and the Audited Consolidated Financial Statements of Asia Media Group Berhad (“AMGB” or “Company”) and its subsidiary companies (“Group”) for the financial year ended 31 December 2010 (“FYE2010”). FINANCIAL PERFORMANCE Net profit attributable to shareholders was RM10.282 million in FYE2010 which is translated into earnings per The Group achieved favourable financial performance share of 14.87 sen. The Group’s shareholder funds were in FYE2010 backed by the recovery of the Malaysian RM 23.278 million and net assets per share was 18 sen economy and the rebound of consumer sentiment. The as at end of 2010. GDP of Malaysia registered a growth rate of +7.2% y-o-y in 2010 against -1.7% y-o-y in 2009. Likewise, a more The Group adopted a prudent financial management positive consumer sentiment played an essential role to strategy where the Group’s debt to total equity ratio is only instil stronger business confidence amongst advertisers 0.05 times at the end of 2010, with total debt of RM1.235 in 2010. The Group recorded a revenue of RM16.554 million against total equity of RM23.278 million. The cash million and profit before taxation of RM 10.287 million, balances conserved as at end of FYE2010 was RM1.676 that were mainly contributed by Asia Media Sdn Bhd million. With a healthy balance sheet position, the Group is (“AMSB”) and Transnet Express Sdn Bhd (“TESB”), on stronger footing to seize any market opportunities that following the successful acquisition of AMSB and TESB by may arise in the near future. the Company. AMSB and TESB were acquired as wholly owned subsidiaries by the Company on 3 May 2010. 8 ASIA MEDIA GROUP BERHAD (813137-V)
  • 10. CHAIRMAN’S STATEMENT cont’d The Group’s financial liquidity remained healthy with positive operating cash inflow of RM6.154 million in FYE2010. The net investing cash was an outflow of RM4.587 million, primarily due to capital expenditure of RM5.883 million incurred in 2010 for the deployment of LCD TV into buses and the purchase of related digital equipment and services. A negative financing cashflow of RM0.599 million was registered in FYE2010 mainly due to the repayment of term loan. Overall, the Group achieved a net increase in cash balances of RM0.968 million in FYE2010. CORPORATE DEVELOPMENT On 11 January 2011, the Company was successfully listed on the ACE Market of Bursa Malaysia Securities Berhad of which 90 million ordinary Shares of RM0.10 each (“Shares”) was issued by way of private placement to the selected investors and 8 million Shares for application by the public was issued at RM0.23 per Share. The gross proceeds of RM22.54 million from the public issue of 98 million Shares will be utilised as below: Item Timeframe for utilisation from the date of listing RM’000 Capital expenditure Within 12 months 16,000 Working Capital Within 12 months 5,000 Defray estimated listing expenses Within 2 weeks 1,540 22,540 CORPORATE SOCIAL RESPONSIBILITY Corporate social responsibility has formed part of the core values that the Group will always uphold while conducting itself as a responsible business entity. We are always mindful in contributing back to the local community where we derive our economic benefits from. In line with these core fundamental values, we always seek ways to play our social roles and responsibilities to ensure all stakeholders could benefit from our existence and presence. As a caring and responsive corporate citizen, we believe in contributing back to the community to make this world a better place to live amongst our stakeholders. During the year, we have supported numerous organisations and causes, directly or indirectly via sponsorships through our wide media coverage networks. We sponsored the publicity cost for social and health related issues, namely the “Seminar for single mother on protecting from HIV & Violence” which was organised by Women’s Institute of Management (“WIM”) and the “AIDS Aware Campaign - Be the Message to Stop HIV/AIDS” which was organised by ruumz causes and the PT Foundation. We also acted as a media sponsor for Rakan Muda’s “15th GACC International Inter-Varsity Chess Championship Tournament Table” of University of Malaya. ACKNOWLEDGEMENT On behalf of the Board, I would like to extend my heartfelt gratitude to our shareholders, bankers, customers, business partners and regulatory authorities for their continuous support, guidance and assistance extended to the Group. The Board would like to express its appreciation to the management and employees of the Group for their hard work and dedication. DATUK WIRA SYED ALI BIN TAN SRI ABBAS ALHABSHEE CHAIRMAN ANNUAL REPORT 2010 9
  • 11. CHIEF EXECUTIVE OFFICER’S REPORT FINANCIAL PERFORMANCE The Group holds the concessions to operate Transit-TV Network Systems on RapidKL, Causeway Link buses, as well as Plusliner, Nice and Nice++ Express busses in Peninsular Malaysia. The Group generates revenue via three key segments, i.e. advertising air-time sales, programme sponsorship and creative and production works. The Group revenues have grown strongly since inception, posting year-on-year growth rates of 86.6%, 101.3% and 77.8% in FYE2008, FYE2009 and FYE2010 respectively. This is testament to the increasing acceptance and consequently, rising demand for advertising on DOOH media. Rising revenues are also attributable to the success of marketing efforts to promote the Group’s network, which include engaging more media agents and expanding clientele over the years. Concurrently, EBITDA margins have also improved, Note: moving from 27.7% in FYE2007 to 39.5% in FYE2010 as a result of economies of scale attained due to higher The Operation Review is based on Proforma Consolidated Financial Performance achieved by the Group in FYE2007 demand for DOOH advertising. The notable growth and (3-month), FYE2008 (12-month), FYE2009 (12-month) and profitability improvements were attained despite of global FYE2010 (12-month) to reflect the overall performance of the financial crisis in 2008 and domestic economic deceleration Group assuming the group structure would have established in 2009 with GDP growth rate of - 1.7% y-o-y. since inception. The Condensed Consolidated Statement of Financial Performance should be read in conjunction with the The Group’s profit after taxation has grown at a Proforma Consolidated Financial Information as disclosed in the Compounded Annual Growth Rate (CAGR) of 122.5% Prospectus dated 22 December 2010 and the accompanying since 2007 to 2010 (based on annualised 3-months explanatory notes attached with. FYE2007 results), and having recorded a stellar, 130.4% y-o-y jump in FYE2010 profit after taxation to RM7.737 million and increase in revenue to RM 23.376 million. 10 ASIA MEDIA GROUP BERHAD (813137-V)
  • 12. CHIEF EXECUTIVE OFFICER’S REPORT cont’d CORPORATE ACHIEVEMENTS IN 2010 to return to more typical growth rates with a CAGR of about 11.2% from 2010 to 2014. The Group’s portfolio of public transport bus partners included RapidKL and Causeway Link, as well as Plusliner, However, the DOOH transit media industry is expected to Nice and Nice++ express busses. TransNet, the Group’s grow from about RM15.5 million in 2009 to an estimated Transit-TV Network System, uses LCD-TV screens RM62.5 million in 2014. The DOOH experienced healthy to deliver content such as information, entertainment growth rates from 2007 to 2009, largely because the programmes, advertisements and public bulletins on industry is still in its nascent stage and is still growing from public transport. a small Adex base contribution at the beginning of this period. This contributed to high year-on-year growth rates The Group was recognised as having the largest Transit- from 2007 to 2009. However as the industry develops, the TV Network (for buses) in Malaysia by the Malaysian Book year-on-year growth rates from 2010 to 2014 are expected of Records in 2008, based on the number of LCD-TVs to stabilise to an average of approximately 30%. installed over the period from September 2007 to March 2008. As at end March 2011, the Group has installed Industry Forecast for the Out-of-Home Media Industry 3,175 LCD-TV on 1,500 buses. (Malaysia), 2010 – 2014 In 2010, the Group has been awarded three (3) Adex Growth Rate licences (NFP-i, NSP-i and CASP-i) from the Malaysian Year (RM million) (%) Communications and Multimedia Commission (MCMC) and Spectrums for the deployment of Digital Multimedia 2010 217.1 9.6 Broadcasting. We have been allocated three blocks of “L” 2011 238.3 9.8 Band Spectrums, at 1452.960, 1454.672 and 1456.384 MHz respectively, to be utilised for digital multimedia 2012 265.5 11.4 broadcasting. We will integrate the Digital Terrestrial 2013 296.3 11.6 Television Broadcasting (DTTB) into TransNet. 2014 331.9 12.0 DTTB is a type of infrastructure that employs digital CAGR 2010-2014 11.2% broadcasting to transmit TV signals form terrestrial transmission towers to a conventional aerial. Currently, (Source: Independent Market Research Report, Frost & Sulivan) TransNet utilises a pre-recorded system, where pre- recorded content is uploaded to the individual systems on Industry Forecast for the Digital Out-of-Home Transit each mode of transport. With DTTB, the Group will be able Media Industry (Malaysia), 2010 – 2014 to deliver real-time content and information to the targeted mobile audience via live broadcasts. Adex Growth Rate Year (RM million) (%) The Group plans to deploy DTTB services, and integrate its TransNet network with DTTB. Towards this end, the 2010 21.6 39.3 Group will utilise RM16.0 million raised via its Initial Public 2011 29.1 34.7 Offering (“IPO”), to purchase transmission equipment for seven transmission towers, as well as network equipment 2012 38.8 33.5 and facilities, and network integration in relation to the 2013 49.8 28.2 deployment of DTTB. DTTB will initially be rolled out in the 2014 62.5 25.6 Klang Valley upon completion of the construction of the transmitter, transmission towers and gap fillers, expected CAGR 2010-2014 30.5% by the first half of 2011. Two of the towers will be located in Kuala Lumpur city area, and one each in Damansara, (Source: Independent Market Research Report, Frost & Sulivan) Putrajaya, Cyberjaya, Klang and Shah Alam. PROSPECTS OF OOH AND DOOH TRANSIT MEDIA IN MALAYSIA Overall, the Out-of-Home (“OOH”) media industry is expected to grow from about RM217.1 million in 2010 to an estimated RM331.9 million in 2014. The gradual recovery from the global economy crisis in 2009 resulted in a relatively high Adex growth rates between 2008 and 2009 but the Adex growth rate for the industry is expected ANNUAL REPORT 2010 11
  • 13. CHIEF EXECUTIVE OFFICER’S REPORT cont’d MOVING FORWARD To further fuel growth, we shall promote an inclusive work culture to energise our people. We have engaged We are pursuing various strategic plans to expand committed and productive employees who add value to the Group’s business over the next two (2) to three (3) our projects and teams. We measure our success by the years beyond existing market segment and geographical extent to which we engage every person such that every presence as summarised as below. role is performed with excellence. Maximise Average Revenue Per Hour I would like to thank everyone within the community for their contribution to the Group’s continuing development The average revenue per hour is measured by dividing the during the past years. The combined efforts of our staff, total revenue from air time and programme sponsorship my management team and our Board of Directors have sales with the number of weeks, followed by seven days been truly inspiring. a week and eighteen hours a day, which are our daily operating hours. We intend to increase our efforts to offer more programmes within embedded advertisements, such as infomercials. Additionally, revenue from selling Thank you. sponsorships for each of the programmes on our network would be another additional source of revenue. DATO’ WONG SHEE KAI Expand Coverage CHIEF EXECUTIVE OFFICER This strategy will increase our presence and stimulate growth and create barriers to expansion and entry for current and prospective competitors. In addition to our current exclusive agreements with existing public transport providers, we intend to increase our coverage to other forms public transports i.e. monorails and Light Rail Transit (LRT). With the penetration into these additional public transports, we will be able to reach out to more public transport users, hence increase the exposure and publicity of our customers. Overseas Expansion Currently, our Group is operating solely in the Malaysian DOOH transit media sphere. We intend to increase our geographical coverage by expanding regionally in the near future. With our vast experience and proven track records, we are confident on replicating our business model in other countries, such as in Singapore and capital city of Indonesia, i.e. Jakarta. We believe that regional expansion will also position us to be more attractive to our existing and potential customers whom have presence in the regional markets. Improve Technology and Techniques We intend to procure transmission equipments, network facilities and integration of network system to roll out our initial stage of Digital Terrestrial Television Broadcasting (DTTB) in the Klang Valley to deliver real-time contents and information. With the live broadcast features, we are able to deliver real-time advertising with the real-time contents provided by the local TV stations. In addition, we are also planning to improve our capabilities to broadcast information and entertainment to more devices (i.e. mobile phones, personal computers, personal digital assistant) apart from public transports. 12 ASIA MEDIA GROUP BERHAD (813137-V)
  • 14. SIGNIFICANT MILESTONES 2007 2 007 AMSB began operations in Pusat Bandar Puchong, Selangor. 2008 AMSB was awarded the concession to operate the Transit-TV Network System in 1,050 RapidKL stage buses, the largest integrated public transport company wholly owned by the Ministry of Finance Malaysia, via LCD digital screens to show infotainment programme, advertisement, community driven messages and public service bulletins to over 1.5 million bus users daily. In October 2007, AMSB was awarded the MSC status by the Multimedia Development Corporation Sdn Bhd with five (5) years tax-free incentives. Official launch of Transnet KL Transit-TV at Sime Darby 8 Convention Centre. 20 0 The installation of LCD TV screens in 1,050 RapidKL buses was completed in early 2008. Transnet KL was officially launched. The transit channel has been on trial service since November 2007 in 600 RapidKL buses. RapidKL buses was installed with two 19-inch LCD TV screens to broadcast a variety of programmes including news, sports and documentaries in 30-minute slots that are A total of 500 LCD TV screens were installed in 250 buses. The installation was completed in September 2008. In mid-2008, AMSB successfully acquired Transit Vision Holdings Sdn Bhd which operates LCD TV screens in 200 luxury coaches own by Konsortium Transnasional Berhad. With this acquisition, the Group has expanded its coverage to Plusliner and Nice++ express buses. Transit Vision Holdings Sdn Bhd was subsequently renamed as Transnet interspersed with advertisements. Express Sdn Bhd and operates under the brand name of TransNet. AMSB was awarded the concessions to operate Transit-TV Network System in Causeway Link stage buses in Johor Bahru owned by Handal Indah Sdn Bhd (“Handal Indah”). ANNUAL REPORT 2010 13
  • 15. SIGNIFICANT MILESTONES cont’d 2008 cont’d 20 08 Awarded as “Best Start-up Company” by MSC Malaysia at the Asia Pacific ICT Awards. AMSB certified as the “Biggest Transit-TV Network (Bus)” by the Malaysian Book of Records with 3,175 LCD screens installed in 1,391 stage and express buses. AMSB is the winner of the SME Rising Star Award 2008 by SMI Association of Malaysia. 2009 2 00 9 AMSB was recognised and awarded as one of SME Magazine’s ‘SME100’ award winners. 14 ASIA MEDIA GROUP BERHAD (813137-V)
  • 16. SIGNIFICANT MILESTONES cont’d 2009 cont’d 2009 AMSB and The Star Publications announced a Joint Media Collaboration to cross-promote their respective media products on the other’s media platform. AMSB dedicated 10% of its air time to promote The Star Group’s products. In return, The Star Group featured AMSB’s products on its platforms which include newspaper, magazines and radio stations. 2010 AMSB was awarded the winner of The BrandLaureate-SMEs Chapter Award. ANNUAL REPORT 2010 15
  • 17. SIGNIFICANT MILESTONES cont’d 2010 cont’d AMSB participated the ABU Digital Broadcasting Symposium 2010 officiated by the Minister of Information, Communication and Culture, Y.B.Dato' Seri Utama Dr. Rais Yatim to create awareness amongst the broadcasting industry players. AMSB was awarded with three (3) licences (NFP-i, NSP-i and CASP-i) from Malaysian Communications and Multimedia Commission and Spectrums for the deployment of Digital Multimedia Broadcasting. 10 AMSB was allocated 3 Blocks of “L” Band Spectrums, at 1452.960, 1454.672 & 1456.384 MHz respectively to be utilised for digital multimedia broadcasting. 0 The Group planned to utilise the allocated frequencies to deploy a Digital Terrestrial Television Broadcasting to provide 2 innovative services and applications, such as mobile devices, traffic and safety information, interactive programmes and data information. The Company was successfully listed on the ACE Market of Bursa Securities Malaysia Berhad on 11 January 2011. The IPO involved an issuance of 98 million new shares at RM0.23 each and was oversubscribed by 21.46 times. The shares debuted with RM0.17 premium to RM0.40 per share and closed at RM0.285 with 40.92 million shares transacted on the first day of trading. In April 2011, the Prime Minister of Malaysia Y. B. Dato’ Sri Mohd Najib announced that the Group will invest RM 500 million in developing the 1st Digital Live Transit-TV Broadcasting infrastructure in Malaysia during the 5th Economic Transformation Programme update. The Group announced on 21 April 2011 on its intention to rollout its networks other states in Peninsular Malaysia, namely Penang, Perak, Pahang, Kedah, Perlis, Kelantan and Terengganu from 2012 to 2015. 16 ASIA MEDIA GROUP BERHAD (813137-V)
  • 18. EVENT HIGHLIGHTS Exhibitions and Expos GoMobile 2009 is organised by CommTechAsia Sdn Bhd together with Multimedia Development Corporation (the custodian of MSC Malaysia). It was held at Kuala Lumpur Convention Centre in October 2009. AMSB is one of the exhibitors in this mobile events. AMSB supported The Largest Job Fair in Malaysia – Malaysia Career and Training Fair 2009. Held in January 2009 at Mid Valley Convention Centre, Kuala Lumpur Malaysia, AMSB participated in the Malaysia Career and Training Fair, organised by Jobstreet Malaysia. More than 50,000 visitors had attended the fair over the three-day exhibition. The Group exhibition received an overwhelming response from members of the public that were interested in joining the Group. ANNUAL REPORT 2010 17
  • 19. BOARD OF DIRECTORS’ PROFILE DATUK WIRA SYED ALI DATO’ WONG SHEE KAI BIN TAN SRI ABBAS ALHABSHEE (Executive Director and Chief Executive Officer) (Non-Executive Chairman) Dato’ Wong Shee Kai, a Malaysian, age 29, is the Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee, a Executive Director and Chief Executive Officer of the Malaysian, age 49, is the Non-Executive Chairman of the Company and he was appointed to the Board on 6 Company and he was appointed to the Board on 5 May October 2009. He is a member of the Remuneration 2010. He is a member of Audit and Nomination Committees Committee of the Company. He is also the founder of the of the Company. He has great knowledge and executive Company. He has contributed significantly to the growth and experience in leading private, public and government development of the Company and has successfully led the controlled organisations from a broad range of industries. Company to become an established and reputable player Datuk Wira ventured into business in the early 1980s and in the DOOH transit media industry in Malaysia. Dato’ currently sits on the board of several private and public Wong Shee Kai has achieved several recognitions and corporations involved in a diverse range of businesses awards personally and has also led the Company to such as C.I. Holdings Berhad, Tanjung Offshore Berhad a string of accolades and rewards. The recognitions and UZMA Berhad. He was appointed as a member of and awards received by Dato’ Wong Shee Kai include the Malaysian Senate (Dewan Negara) on 21 April 2003 Junior Chamber International (“JCI”) Creative Young until April 2009. Datuk Wira obtained his Professional Entrepreneur Award from Junior Chamber International Diploma in Leadership and Management from the New Group in 2008; Excellence Leadership under the 8th Asia Zealand Institute of Management in 2003. He is currently Pacific International Entrepreneur Excellence Award in involved in the business and strategies development of 2009; the 2009 Top 10 JCI Creative Young Entrepreneur the Company. Award (Malaysia) from JCI in 2009; and the Most Promising Entrepreneur Award by Asia Pacific Entrepreneurship Datuk Wira does not have any family relationship with Awards in 2010. He is mainly responsible for the Company any Directors and/or major shareholders of the Company overall strategy and development of the overall vision or any conflict of interest in any business arrangement of the Company. He began his career with Ford Motor involving the Company. He has had no conviction for Company (UK) as an Account Analyst from 2002 to 2003. any offences within the past ten (10) years. His details of Subsequently, he joined Major Fibre Sdn Bhd in Malaysia attendance at the Board of Directors’ Meeting are set out as Finance Manager and his last position with the Company in the Statements on Corporate Governance. being the General Manager in overseeing manufacturing process, sales, marketing and materials sourcing, where he observed and discovered arbitrage media advertising opportunity in Malaysia and subsequently founded the Company. Dato’ Wong Shee Kai obtained his Bachelor Degree in Accounting and Finance with First Class Honours from Lancaster University, United Kingdom in 2003. He is currently responsible in leading the business direction and strategies development of the Company. Dato’ Wong is the son of Madam Teh Sew Wan and a Director and shareholder of Wong SK Holdings Sdn Bhd, a major shareholder of the Company. He does not have any family relationship with any other Directors or any conflict of interest in any business arrangement involving the Company. He has had no conviction for any offences within the past ten (10) years. His details of attendance at the Board of Directors’ Meeting are set out in the Statements on Corporate Governance 18 ASIA MEDIA GROUP BERHAD (813137-V)
  • 20. BOARD OF DIRECTORS’ PROFILE cont’d SABARUDDIN BIN AHMAD SABRI or any conflict of interest in any business arrangement (Executive Director) involving the Company. He has had no conviction for any offences within the past ten (10) years. His details of Sabaruddin Bin Ahmad Sabri, a Malaysian, age 45, attendance at the Board of Directors’ Meeting are set out is the Executive Director of the Company and he was in the Statements on Corporate Governance. appointed to the Board on 5 May 2010. He is involved in the business development of the Company. He started his career at Malaysian National News Agency ‘Bernama’ YEONG SIEW LEE covering issues on business and the economy for nine (Independent Non-Executive Director) (9) years. He then served as Deputy Editor for one of Malaysia’s largest circulating newspaper, Utusan Malaysia. Yeong Siew Lee, a Malaysian, age 32, is the Independent Subsequently, he joined Bridgecon Holdings Berhad as Non-Executive Director of the Company and she was a Public Relation Manager and Business Development appointed to the Board on 5 May 2010. She is a member Manager. Sabaruddin subsequently became a host for of the Audit, Nomination and Remuneration Committees Radio Television Malaysia covering business issues and of the Company. She obtained her Bachelor of Science current affairs as well as political issues. In 2003, he was (Honours) degree in Accounting and Finance from appointed as a Senior Private Secretary to the Malaysian University of Wales College, Newport, United Kingdom in Information Minister where he served till 2008. He is a 2001 and obtained her professional degree in Association member of the Malaysia-Indonesia Journalist Solidity of Chartered Certified Accountants, United Kingdom in Alliance, an initiative to promote bilateral ties by local 2004. She is a chartered accountant and is currently a media practitioners. Sabaruddin has been at the forefront member of the Malaysian Institute of Accountants (MIA). of the media industry for over two (2) decades and offers a She began her career with GHL Systems Berhad (“GHL”), wealth of experience and business acumen. a company listed on the Main Market of Bursa Securities, as an Assistant Accountant in 2003 and moved up the ranks Sabaruddin does not have any family relationship with and became Head/Assistant General Manager of Finance any Directors and/or major shareholders of the Company in 2008 to supervise the company’s local and overseas or any conflict of interest in any business arrangement accounting teams. She left GHL in August 2009 to venture involving the Company. He has had no conviction for into business in the consumer industry and was working any offences within the past ten (10) years. His details of as a finance adviser for SMR HR Group Sdn Bhd. attendance at the Board of Directors’ Meeting are set out in the Statements on Corporate Governance. Ms. Yeong does not have any family relationship with any Directors and/or major shareholders of the Company or any conflict of interest in any business arrangement DATO’ HUSSIAN @ RIZAL BIN A. RAHMAN involving the Company. She has had no conviction for (Independent Non-Executive Director) any offences within the past ten (10) years. Her details of attendance at the Board of Directors’ Meeting are set out Dato’ Hussian @ Rizal bin A. Rahman, a Malaysian, in the Statements on Corporate Governance. age 49, is the Independent Non-Executive Director of the Company and he was appointed to the Board on 5 May 2010. He is the Chairman of the Audit, Nomination TEH SEW WAN and Remuneration Committees of the Company. He has (Non-Independent Non-Executive Director) extensive experience in the ICT industries in Malaysia. (Resigned on 23 May 2011) Currently, he is the Executive Director/Chief Executive Officer of MobilityOne Limited, a company listed on AIM Teh Sew Wan, aged 60, is the Non-Independent Non- of the London Stock Exchange, and is responsible for the Executive Director of the Company and she was appointed development of MobilityOne Limited group of companies’ to the Board on 6 October 2009. She has over 35 years overall management, particularly in setting the business of executive level experience based on the position/ directions and strategies. Dato’ Hussian obtained the directorship held in several private and public companies. Postgraduate Diploma in Business Management from She has a LCCI qualification and began her career in The Oxford Association of Management, Oxford, England accounting more than 40 years ago with several accounting (“OXIM”) and was also admitted to the membership of firms and subsequently joined Long Huat Group Berhad Certified Master of Business Administration from the OXIM, group of companies in the mid/late 1970s and served in a membership that recognises management competency various capacities including finance and administration. and professional development. In addition, he was She was also a Director of Long Huat Group Berhad until awarded the certificate of Master of the Oxford Centre for 5 Jun 1997. She is currently the director and shareholder Leadership from The Oxford Centre for Leadership, United of WHSB and Peakmax Sdn Bhd. Kingdom. Madam Teh is the mother of Dato’ Wong Shee Kai and Dato’ Hussian does not have any family relationship with is a Director and shareholder of Wong SK Holdings Sdn any Directors and/or major shareholders of the Company Bhd, a major shareholder of the Company. She has had no conviction for any offences within the past ten (10) years. ANNUAL REPORT 2010 19
  • 21. STATEMENT ON CORPORATE GOVERNANCE THE IMPORTANCE OF CORPORATE GOVERNANCE The Board of the Group is committed to the principles and the best practices of corporate governance as set out in the Malaysian Code on Corporate Governance (“the Code”), in order to meet the standard of corporate governance as a fundamental part of discharging its responsibilities to protect and enhance shareholders’ value and financial performance of the Group. The Company continues to apply the key principles of the Code with an objective to maintain the promulgated standards of transparency, accountability and integrity. The Board is pleased to outline the key principles and best practices of the Code adopted by the Board. THE BOARD OF DIRECTORS Role and Responsibilities The Board manages the Group’s activities by appraising and deliberately the business directions strategies and future ventures, overseeing the Group’s business conduct and affairs, developing shareholders and investors relations, risk management, reviewing the system of internal control and managing succession planning. An effective and experienced Board comprising members with a wide range of skills, knowledge and experience necessary to govern the group. This includes international and regional operational experience, understanding of economics of the sector in which the Company operates and knowledge of world capital markets. A brief profile of each of the Directors is presented on pages 18 and 19 of the Annual Report. The key functions of the Chairman, apart from conducting meetings of the Board and shareholders, include facilitating the setting of business directions and strategies of the Company, ensuring all Directors are properly briefed during Board discussions and shareholders are adequately informed of subject matters where their approvals are required. The Chief Executive Officer in particular is responsible for implementing the policies and decisions of the Board, overseeing the operations as well as coordinating the development and implementation of business and corporate strategies. The Executive Directors contribute significantly in corporate policies and strategies, performance monitoring, allocation of resources as well as improving corporate governance and internal controls, using their intimate knowledge and understanding of the business and industry. The Board has delegated specific responsibilities to three (3) Board committees namely the Audit Committee, Nomination Committee and Remuneration Committee, which were established with specific terms of reference. These Committees have the authority to examine pertinent matters within their terms of reference and is responsible for reporting to the Board on issues together with their recommendations. The ultimate responsibility for final decision on all matters, however, lies with the entire Board. Board Composition and Independence The Board consists of seven (5) members, comprising of: • One Non-Executive Chairman • One Executive Director • One Executive Director and Chief Executive Officer • Two Independent Non-Executive Directors The presence of the two (2) Independent Non-Executive Directors provides an important balance in the Board to provide clear and effective leadership through their independent judgement and assessment of proposals presented by the Executive Director and the management team of the Group. This ensures the Group maintains the highest standards of conduct, integrity, accountability and check and balance. 20 ASIA MEDIA GROUP BERHAD (813137-V)
  • 22. STATEMENT ON CORPORATE GOVERNANCE cont’d THE BOARD OF DIRECTORS cont’d Board Composition and Independence cont’d The Board composition complies with Rule 15.02 of the Bursa Securities Listing Requirements for ACE Market which requires that at least two (2) directors or 1/3 of the board of directors, whichever is the higher, are Independent Directors. All the Independent Directors are independent of management and are free from any relationship that could materially interfere with their judgement and decision. Board Meetings The Board meets every quarter and additional meetings are held as and when necessary. As the Company was listed on the ACE Market of Bursa Securities on 11 January 2011. The Board of Directors met three (3) times during FYE 2011 as follows:- • 21 February 2011 • 22 March 2011 • 23 May 2011 The attendance of the Directors at Board meetings are shown in the table below:- Board Meeting Directors Attended % (i) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee 3/3 100 (ii) Dato’ Wong Shee Kai 3/3 100 (iii) Sabaruddin Bin Ahmad Sabri 2/3 67 (iv) Dato’ Hussian @ Rizal Bin A. Rahman 3/3 100 (v) Yeong Siew Lee 3/3 100 The Board is scheduled to meet at least four (4) times a year, at quarterly intervals, with additional meetings convened as necessary. The Chairman, with the assistance of Management and the Company Secretary, is responsible for setting the agenda of Board meetings. Appointments to the Board The current composition of the Board brings the required mix of skills and core competencies required for the Board to discharge its duties effectively. The Board reviews the required mix of skills of the Board from time to time in order to identify candidate with the qualifications and experience who will further complement the current Board and assist in managing or steering the Company effectively. The Board continuously reviews its size and composition, with particular consideration on its impact on the effective functioning of the Board. The Board appoints its members through a formal and transparent selection process. This process has been reviewed, approved and adopted by the Board. The decision on appointment is the responsibility of the full Board after considering the recommendation of the Nomination Committee. Re-election of Directors In accordance with the Company’s Articles of Association, at least one-third (1/3) of the Directors or if the number is not three (3) or a multiple of three (3) then the nearest one-third (1/3) shall retire from office at each Annual General Meeting. All Directors shall retire from office once at least every three (3) years but shall be eligible for re-election. Directors who are appointed by the Board during the financial year are subject to re-election by the shareholders at the next Annual General Meeting following their appointments. This provides an opportunity for shareholders to review and approve their tenure in office. ANNUAL REPORT 2010 21
  • 23. STATEMENT ON CORPORATE GOVERNANCE cont’d THE BOARD OF DIRECTORS cont’d Re-election of Directors cont’d To assist shareholders in their decision, sufficient information such as personal profile, attendance at meetings and their shareholdings in the Company for each Directors standing for election are furnished in the Annual Report. Board Committees The Board has established the following Committees, which operate within defined terms of reference to assist the Board in the execution of specific responsibilities: Audit Committee The Audit Committee was established on 5 May 2010. The Audit Committee reviews issues of accounting policy, financial reporting of the Company, monitors the work and effectiveness of the internal audit function and ensures an objective and professional relationship is maintained with the external auditors. The Committee has full access to auditors, both internal and external, who, in turn, have access at all times to the Chairman of the Committee. The composition and duties of the Audit Committee are set out in the Audit Committee Report on pages 26 to 29 of the Annual Report. Nomination Committee The Nominee Committee was established on 5 May 2010 and is responsible to propose for new nominee for the Board and to evaluate each individual Director on an on-going basis. The Nomination Committee also seeks to ensure an optimal mix of qualification, skill and experience among the Board members. The Nomination Committee comprises the following members:- Name Designation Dato’ Hussian @ Rizal Bin A. Rahman Chairman Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee* Member Yeong Siew Lee Member * Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day. Remuneration Committee The Remuneration Committee was established on 5 May 2010 and is responsible to recommend to the Board the remuneration packages of Executive Directors and senior management of the Company. The remuneration packages of Non-Executive Directors are determined by the Board of Directors as a whole. The Remuneration Committee comprises the following members:- Name Designation Dato’ Hussian @ Rizal Bin A. Rahman Chairman Dato’ Wong Shee Kai Member Yeong Siew Lee Member 22 ASIA MEDIA GROUP BERHAD (813137-V)
  • 24. STATEMENT ON CORPORATE GOVERNANCE cont’d THE BOARD OF DIRECTORS cont’d Supply of Information The Chairman ensures that all Directors have unrestricted access to timely and accurate information in the furtherance of their duties. Board papers are distributed in advance to enable Directors to have sufficient time to review the Board papers and to obtain further explanation or clarification to facilitate the decision-making process and the meaningful discharge of their duties. All proceedings of Board meetings are minuted and signed by the Chairman of the meeting. Every Director has unhindered access to the advice and services of the Secretary who is responsible for ensuring Board meeting procedures are followed and that applicable rules and regulations are complied with, and if so required, may seek independent advice, at the Company’s expense, in furtherance of his duties. Directors’ Training The Directors possess the commitment to quality, and to create value by being relevant at all times, consistent with evolving changes and challenges in the business environment. The Directors, in this connection, have participated in and benefited from numerous conferences, seminars and training programmes on areas pertinent to the enhancement of their roles and responsibilities as Directors of a public listed company. The Board encourages its Directors to attend talks, workshops, seminars and conferences to update and enhance their skills, and to assist them in discharging their responsibilities towards corporate governance, operational and regulatory issues. All Directors have attended and successfully completed the Mandatory Accreditation Program conducted by Bursatra Sdn Bhd. DIRECTORS’ REMUNERATION The remuneration of Directors is determined at levels which enable the Company to attract and retain Directors with the relevant experience and expertise to assist in managing the Group effectively. The aggregate remuneration of the Directors of the Company and its subsidiaries for the FYE 31 December 2010 categorised into appropriate components as follows: Non- Executive Executive Directors Directors RM RM Remuneration - Fees 280,000 31,200 280,000 31,200 The number of Directors in the Company whose remuneration falls in each successive bands of RM50,000 are as follows: Number of Directors Range of Remuneration Executive Directors Non-Executive Directors Below RM50,000 1 3 RM50,001 – RM150,000 1 - RM150,001 – RM200,000 1 - ANNUAL REPORT 2010 23
  • 25. STATEMENT ON CORPORATE GOVERNANCE cont’d INVESTOR RELATIONS & SHAREHOLDERS COMMUNICATION Investor Relations The Board acknowledges the need for shareholders to be informed on all key issues and major development affecting the Group. In addition to various announcements made during the year, the timely release of financial results on a quarterly basis provides shareholders with an overview of the Company performance and operations. Shareholders, investors and analysis are kept abreast with major developments of the Company through the Company’s website at www.asiamedia.net.my, annual report and announcements made to Bursa Securities. Annual General Meeting The Annual General Meeting is the primary channel of communication with its shareholders. Shareholders may enquire about the resolutions being proposed at the meeting and the financial performance and business operations in general during the open and answer session. ACCOUNTABILITY AND AUDIT Financial Reporting The Board aims to provide and present a balanced and meaningful assessment of the Group’s financial performance and prospects at the end of the financial year, primarily through the annual financial statements, quarterly announcement of results to shareholders as well as the Chairman’s statement in the Annual Report. The Audit Committee assists the Board in overseeing the Group’s financial reporting processes and the accuracy, adequacy and completeness of its financial reporting. Internal Control The Directors acknowledge their responsibilities for the internal control system in the Group, covering not only financial controls but also controls relating to operational, compliance and risk management. The Group’s Internal Control Statement is set out on page 30 of the Annual Report. Relationship with Auditors The Company has through the Audit Committee established a formal and transparent arrangement with the auditors to meet their professional requirements and comply with the Amended Code on Corporate Governance. The role of the Audit Committee in relation to the external auditors is set out in the Audit Committee Report on page 29 of the Annual Report. Compliance Statement The Group has the intention to comply with all best practices set out in the Code. At this point, the Board of Directors of the Company is of the view that disclosure of the remuneration bands of the Directors of the Company is sufficient to meet the objectives of the Code. Directors’ Responsibility Statement The Directors are required under Rule 15.26 of the ACE Market Listing Requirements of Bursa Malaysia to issue a statement explaining their responsibility for preparing the annual audited financial statements. The Directors are required by law to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company as at the financial year end and of the results and cash flows of the Group and of the Company for the financial year then ended. 24 ASIA MEDIA GROUP BERHAD (813137-V)
  • 26. STATEMENT ON CORPORATE GOVERNANCE cont’d ACCOUNTABILITY AND AUDIT cont’d Directors’ Responsibility Statement cont’d The Directors consider that, in preparing the financial statements of the Company for the financial year ended 31 December 2010 on pages 39 to 66 of the printed version of this Annual Report, the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates. The Directors also consider that all applicable approved accounting standards in Malaysia have been followed and confirm that the financial statements have been prepared on a going concern basis. The Directors are responsible for ensuring that the Company keeps proper accounting records, which disclose the financial position of the Company and comply with the provisions of the Companies Act, 1965. The Directors are also responsible for taking such steps that are necessary to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. ANNUAL REPORT 2010 25
  • 27. AUDIT COMMITTEE REPORT The Board of the Group is pleased to present the report of the Audit Committee for the financial year ended 31 December 2010. MEMBERSHIP The Audit Committee comprises three (3) members, a majority of whom are Independent Directors and all is Non-Executive Directors. Name Designation (i) Dato’ Hussian @ Rizal Bin A. Rahman Independent Non-Executive Director (Chairman) (ii) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee* Non-Executive Chairman (Member) (iii) Yeong Siew Lee Independent Non-Executive Director (Member) * Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day. TERMS OF REFERENCE The terms of reference of Audit Committee are as follows: Composition of Audit Committee The Audit Committee comprising at least three (3) members, all of whom must be Non-Executive Directors, with a majority of them being Independent Directors. No alternate director shall be appointed as a member of the Audit Committee. At least one member of the Audit Committee:- i. must be a member of the Malaysian Institute of Accountants; or ii. if he is not a member of Malaysian Institute of Accountants, he/she must have at least 3 years’ working experience; and (a) he must have passed the examination specified in Part I of the 1st Schedule of the Accountants Act, 1967; or (b) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967. iii. fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad. In the event of any vacancy in the Audit Committee resulting of non-compliance of the above, the Company must fill the vacancy within three (3) months. Term of office The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board of Directors at least once every three (3) years to determine whether the Audit Committee and its members have carried out their duties in accordance with their terms of reference. Chairman of the Audit Committee The Chairman of the Audit Committee shall be an Independent Non-Executive Director elected among the members. Secretary of the Audit Committee The Secretary of the Company shall be the Secretary of the Audit Committee. 26 ASIA MEDIA GROUP BERHAD (813137-V)
  • 28. AUDIT COMMITTEE REPORT cont’d TERMS OF REFERENCE cont’d Meetings i. Frequency of Meeting The Audit Committee shall meet not less than four (4) times a year or as many times as the Audit Committee deems necessary with due notice of issues to be discussed. ii. Quorum In order to form a quorum in respect of a meeting of Audit Committee, the majority of members present must be Independent Directors. iii. Proceedings of Meeting In the absence of the Chairman of the Audit Committee, the members present may appoint one amongst themselves who shall be an independent director to be Chairman of such meeting. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman of the Audit Committee shall have a second or a casting vote. iv. Attendance at Meeting The representatives of senior management of the Company and the Group, external auditors, financial controller and internal auditors (if any) shall attend the Audit Committee Meetings by invitation. Other members of the Board may attend any particular meeting upon the invitation of the Audit Committee. In addition, the members shall meet the external auditors twice a year without presence of the Executive Directors. v. Keeping of Minutes The Company shall cause minutes of all proceedings of Audit Committee Meeting to be entered in books kept for that purpose. The minutes are to be signed by the Chairman of the Audit Committee Meeting at which the proceedings were held or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates. The minutes shall be kept by the Company Secretary, and distributed to members of the Committee and to the Directors for notation at the next Board of Directors’ Meeting. Authority The Committee is authorised by the Board:- i. to have explicit authority to investigate any matter within its terms of reference; ii. to have the resources which are required to perform its duties; iii. to have full access to any information and employees of the Company and the Group which are required to perform its duties; iv. to have direct communication channels with internal and external auditors; v. to obtain outside legal or independent professional advice in the performance of its duties at the cost of the Company; and vi. to invite outsiders with relevant experience to attend its meetings, if necessary. vii. To be able to convene meetings with internal and external auditors or both, excluding the attendance of other Directors and employees of the Company, whichever deemed necessary. ANNUAL REPORT 2010 27
  • 29. AUDIT COMMITTEE REPORT cont’d TERMS OF REFERENCE cont’d Duties and Responsibility The duties and responsibilities of the Audit Committee shall include the following:- i. To consider the appointment, resignation and dismissal of external auditors, the audit fee; ii. To review and discuss the nature, scope and quality of external audit plan/arrangements with the internal and external auditors before audit commences; iii. To review quarterly and annual financial statements of the Company and the Group set our below before submission to the Board:- (a) the going concern assumption; (b) compliance with accounting standards and regulatory requirements; (c) any changes in accounting policies and practices; and (d) significant issues arising from the audit and major judgmental issues. iv. To discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish to discuss (in the absence of management where necessary; v. To review the external auditors’ management letter and management’s response; vi. To do the following, in relation to the internal audit function:- (a) Review the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work; (b) Review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function; (c) Review any appraisal or assessment of the performance of members of the internal audit function; (d) Approve any appointment or termination of senior staff members of the internal audit function; and (e) Take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning. vii. To consider any related-party transactions that may arise within the Company or the Group; viii. To consider the major findings of internal investigations and management’s response; and ix. To consider other topics as defined by the Board of Directors. SUMMARY OF ACTIVITIES OF THE COMMITTEE The Audit Committee was formed on 5 May 2010, as the Company was listed on the ACE Market on 11th January 2011. The Audit Committee met three (3) times during FYE 2011 on the following dates:- • 21 February 2011 • 22 March 2011 • 23 May 2011 28 ASIA MEDIA GROUP BERHAD (813137-V)
  • 30. AUDIT COMMITTEE REPORT cont’d SUMMARY OF ACTIVITIES OF THE COMMITTEE cont’d The attendance records of the Audit Committee Members are shown in the table below:- Audit Committee Members Meeting Attended % (i) Dato’ Hussian @ Rizal Bin A. Rahman 3/3 100 (ii) Yeong Siew Lee 3/3 100 (iii) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee * - - * Appointed on 23 May 2011 in place of Madam Teh Sew Wan, who resigned on the same day. The activities of the Audit Committee include the following:- Financial Reporting (a) reviewed the quarterly and half-yearly unaudited financial results of the Group before recommending them for approval by the Board; (b) reviewed the annual audited financial statements of the group with the external auditors prior to submission to the Board for their approval. The review was to ensure that the financial reporting and disclosures are in compliance with: • Companies Act, 1965; • ACE Market Listing Requirements of Bursa Securities; • Applicable approved accounting standards in Malaysia; and • Other legal and regulatory requirements. In the review of the annual audited financial statements, the Committee discussed with management and the external auditors the accounting principles and standards that were applied and their judgement of the items that may affect the financial statements. Internal Audit a) reviewed the annual audit plan to ensure adequate scope and comprehensive coverage over the activities of the group; b) reviewed internal audit reports which were tabled during the year, the audit recommendations made and management’s response to these recommendations; and c) monitored the corrective actions on the outstanding audit issues to ensure that all the key risks and control lapses have been addressed. External Audit Reviewed with the external auditors: • their audit plan, audit strategy and scope of work for the year; • the results of the annual audit, their audit report and management letter together with management’s response to the findings of the external auditors. Related Party Transactions Reviewed and considered any related party transactions that may or have arisen within the Company or the Group. ANNUAL REPORT 2010 29
  • 31. STATEMENT ON INTERNAL CONTROL INTRODUCTION The Board is pleased to provide a statement on the state of the internal control of the Group prepared in accordance with Paragraph 15.26(b) of the ACE Market Listing Requirements of Bursa Securities and the Statement on Internal Control: Guidance for Directors of Public Listed Companies in this annual report for the financial year ended 31 December 2010. BOARD RESPONSIBILITY The Board acknowledges its overall responsibility for the group’s system of internal controls and for reviewing the adequacy and integrity of systems of internal controls. The Board is also committed to establishing and maintaining a system of internal control and risk management practices in order to achieve the following objectives: Given the inherent limitations in any system of internal control, such system can only manage the risk rather than eliminate the risk of failure to achieve the Group’s corporate objectives. Therefore, the system can only provide reasonable but not absolute assurance against material misstatement or loss, contingencies, fraud or any irregularities. RISK MANAGEMENT FRAMEWORK The Board also recognises that risk management should be an integral part of the business operation. On a day-to-day basis, respective Heads of Departments are responsible for managing risks related to their functions or departments. Weekly management meetings are held to ensure that the risks faced by the Group are monitored and properly addressed. It is at these meetings that key risks and corresponding controls implemented are communicated amongst the senior management team. Significant risks identified are subsequently brought to the attention of the Board at their scheduled meetings. The abovementioned risk management practices of the Group is an on-going process of identifying, evaluating and managing significant risks that may affect the Group’s achievement of its corporate objectives. INTERNAL AUDIT FUNCTION The Group’s internal audit function is outsourced to an independent professional firm which reports directly to the Audit Committee. The internal audit function is guided by its Audit Charter and to assist the Board and the Audit Committee in providing independent assessment of the effectiveness, adequacy and integrity of the Group’s system of internal controls. OTHER KEY ELEMENTS OF INTERNAL CONTROLS The other key elements of the Group’s internal control systems are: (i) Quarterly review of the financial performance of the Group by the Board and the Committee. (ii) Clearly defined and structured lines of reporting and responsibility. (iii) Operations review meetings are held to monitor the progress of business operations, deliberate significant issues and formulate corrective measures. (iv) Documented internal policies as set out in a series of memorandums to various departments within the Group. ASSURANCE The Board is of the view that the group’s system of internal controls is adequate to safeguard shareholders’ investments and the group’s assets. However, the Board is also cognizant of the fact that the Group’s system of internal control and risk management practices must continuously evolve to meet the changing and challenging business environment. Therefore, the Board will, when necessary, put in place appropriate action plans to further enhance the system of internal controls. 30 ASIA MEDIA GROUP BERHAD (813137-V)
  • 32. ADDITIONAL COMPLIANCE INFORMATION 1. SHARE BUY-BACK The Company does not have a scheme to buy-back its own shares. 2. OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES The Company does not have any options, warrants or convertible securities in issue or exercised during the financial year ended 31 December 2010. 3. DEPOSITORY RECEIPT PROGRAMME The Company did not sponsor any depository receipt programme for the financial year ended 31 December 2010. 4. IMPOSITION OF SANCTIONS AND/OR PENALTIES The Company is not aware of any sanctions and/or penalties imposed on the Company and/or its subsidiary companies, Directors or Management by the relevant regulatory bodies. 5. NON-AUDIT FEES The Company did not pay any non-audit fees during the financial year ended 31 December 2010. 6. PROFIT GUARANTEE During the financial year ended 31 December 2010, there were no profit guarantees given by the Company. 7. EMPLOYEES’ SHARE OPTION SCHEME The Company does not have an Employees’ Share Option Scheme. 8. MATERIAL CONTRACTS There were no material contracts subsisting at the end of financial year ended 31 December 2010 entered into by the Company and its subsidiaries involving the interests of the Directors and major shareholders 9. REVALUATION POLICY ON LANDED PROPERTIES The Group does not have a revaluation policy on landed properties as it does not hold any landed properties. 10. RECURRENT RELATED PARTY TRANSACTION There were no recurrent related party transactions for the Group for the financial year under review. ANNUAL REPORT 2010 31
  • 33. DIRECTORS’ REPORT The directors hereby submit their report together with the audited financial statements of the Group and of the Company for the financial period 1st October 2009 to 31st December 2010. CHANGE OF NAME AND CONVERSION TO PUBLIC LIMITED COMPANY The Company has changed its name from Gerak Bayan Sdn. Bhd. to Asia Media Group Sdn Bhd during the financial period. Subsequently, the Company was also converted from private limited company to a public limited company. CHANGE OF FINANCIAL YEAR END During the financial period, the Company changed its financial year end from 30th September to 31st December. PRINCIPAL ACTIVITIES The Company is principally an investment holding company. The principal activities of the subsidiaries are as disclosed in Note 9 to the Financial Statements. There have been no significant changes in the nature of these principal activities during the financial period. FINANCIAL RESULTS The results of the operations of the Group and of the Company for the financial period are as follows: GROUP COMPANY RM RM Profit/(Loss) before tax 10,286,610 (174,344) Income tax expense (4,872) - Net profit/(loss) for the financial period 10,281,738 (174,344) DIVIDENDS No dividend has been paid or declared by the Company since the end of the previous financial period. The directors also do not recommend the payment of any dividend in respect of the current financial period. RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial period other than those as disclosed in the Financial Statements. ISSUE OF SHARES AND DEBENTURES As approved by the shareholders on 30th April 2010, the authorised share capital of the Company was increased from RM100,000 to RM25,000,000 during the financial period by the creation of additional 249,000,000 new ordinary shares of RM0.10 each. Also, the issued and paid-up share capital of the Company was increased from RM2 to RM13,000,000 during the financial period by the allotment of 129,999,980 new ordinary shares of RM0.10 each for the purpose of acquisition of 100,000,000 ordinary shares of RM0.10 each in Asia Media Sdn Bhd, representing 100% equity interest in said company. These new shares rank pari passu with the then existing ordinary shares of the Company. Subsequently, as approved by the shareholders on 24th November 2010, the authorised share capital of the Company was further increased from RM25,000,000 to RM50,000,000 during the financial period by the creation of additional 250,000,000 new ordinary shares of RM0.10 each. The Company has not issued any debentures during the financial period. 32 ASIA MEDIA GROUP BERHAD (813137-V)
  • 34. DIRECTORS’ REPORT cont’d SHARE OPTIONS No options have been granted by the Company to any parties during the financial period to take up unissued shares of the Company. No shares have been issued during the financial period by virtue of the exercise of any option to take up unissued shares of the Company. As at the end of the financial period, there were no unissued shares of the Company under options. DIRECTORS The directors who served since the date of the last report are: Dato’ Wong Shee Kai Teh Sew Wan (resigned on 23.5.2011) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee (appointed on 5.5.2010) Dato’ Hussian @ Rizal Bin A Rahman (appointed on 5.5.2010) Sabaruddin Bin Ahmad Sabri (appointed on 5.5.2010) Yeong Siew Lee (appointed on 5.5.2010) DIRECTORS’ BENEFITS Since the end of the previous financial period, no director of the Company has received or become entitled to receive any benefit (other than the benefit included in the aggregate amount of emoluments received or due and receivable by the directors in the financial statements or the fixed salary of full-time employee of the Company or a related corporation) by reason of a contract made by the Company or a related corporation with the 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. Neither during nor at the end of the financial period, was the Company a party to any arrangements whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. DIRECTORS’ INTERESTS The shareholdings in the Company of those who were directors at the end of the financial period, as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows: No. of ordinary shares of RM1 each Subdivision Balance of par value Balance as at into RM0.10 as at 1.10.2009 Bought Sold each 31.12.2010 Shares in the Company Registered in name of directors Dato’ Wong Shee Kai 1 - - (1) - Teh Sew Wan 1 - - (1) - ANNUAL REPORT 2010 33