Notice of Annual General Meeting

Transcription

1 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the 55 th Annual General Meeting of LPI Capital Bhd will be held at Sabah Room, Basement II, Shangri-La Hotel Kuala Lumpur, 11 Jalan Sultan Ismail, Kuala Lumpur, Malaysia on Monday, 21 March 2016 at a.m. for the following purposes: AGENDA As Ordinary Business 1. To lay before the meeting the Audited Financial Statements for the financial year ended 31 December 2015 and the Reports of the Directors and Auditors thereon. 2. To re-elect Mr. Tee Choon Yeow who retires by rotation in accordance with Article 97 of the Company s Articles of Association and who being eligible offers himself for re-election. (Please refer to Explanatory Note 1) Ordinary Resolution 1 (Please refer to Explanatory Note 2) 3. To re-elect the following Directors who retire in accordance with Article 102 of the Company s Articles of Association and who being eligible offer themselves for re-election: i. Ms. Chan Kwai Hoe Ordinary Resolution 2 (Please refer to Explanatory Note 2) ii. Mr. Lee Chin Guan Ordinary Resolution 3 (Please refer to Explanatory Note 2) 4. To consider and if thought fit, to pass the following Ordinary Resolution in accordance with Section 129 of the Companies Act, 1965: THAT Tan Sri Dato Sri Dr. Teh Hong Piow, retiring pursuant to Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to hold office until the next Annual General Meeting. 5. To approve the payment of Directors fees of RM375, for the financial year ended 31 December To re-appoint Messrs KPMG as Auditors of the Company for the financial year ending 31 December 2016 and to authorise the Directors to fix the Auditors remuneration. Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 By Order of the Board KONG THIAN MEE MAICSA Company Secretary Kuala Lumpur 26 February LPI CAPITAL BHD ANNUAL REPORT 2015

2 Notice of Annual General Meeting NOTES: 1. Only depositors whose names appear in the Record of Depositors as at 11 March 2016 be regarded as members and entitled to attend, speak and vote at the meeting. 2. A member entitled to attend and vote at the meeting is entitled to appoint not more than 2 proxies (or in the case of a corporation, a duly authorised representative) to attend and vote in his/ her stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 3. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991, it may appoint not more than 2 proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account. 4. Where a member appoints 2 proxies, the appointment shall be invalid unless he/ she specifies the proportion of his/ her shareholdings to be represented by each proxy. 5. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act, 1991 which is exempted from compliance with the provisions of subsection 25A(1) of the said Act. 6. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. 7. The instrument appointing a proxy must be deposited at the office of the Share Registrar, Tricor Investor Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia not less than 48 hours before the time set for the holding of the meeting or at any adjournment thereof. EXPLANATORY NOTES: 1. The Audited Financial Statements are for discussion only as they do not require shareholders approval pursuant to the provision of Sections 169(1) and 169(3) of the Companies Act, Hence, this matter will not be put for voting. 2. In accordance with Recommendation 3.1 of Malaysian Code on Corporate Governance 2012, Nominating Committee ( NC ) of the Company had conducted an annual assessment on the independency of the independent directors and recommended the same for Board s approval. Based on the annual assessment carried out by NC, the Board had determined that Mr. Tee Choon Yeow, Ms. Chan Kwai Hoe and Mr. Lee Chin Guan have remained objective and continued to bring independent and objective judgements to the Board deliberations and decision making as a whole. CONNECTING IDEAS 5

3 Financial Calendar Financial Year 2015 QUARTERLY RESULTS 8 April 2015, Wednesday 8 July 2015, Wednesday 8 October 2015, Thursday 27 January 2016, Wednesday Announcement date Announcement date Announcement date Announcement date Unaudited consolidated results for the 1 st quarter ended 31 March 2015 Unaudited consolidated results for the 2 nd quarter ended 30 June 2015 Unaudited consolidated results for the 3 rd quarter ended 30 September 2015 Audited consolidated results for the 4 th quarter and financial year ended 31 December 2015 DIVIDENDS 8 July 2015, Wednesday 24 July 2015, Friday 3 August 2015, Monday Notice date Entitlement date Interim dividend payment date First interim single tier dividend of 20 sen per ordinary share 27 January 2016, Wednesday 16 February 2016, Tuesday 24 February 2016, Wednesday Notice date Entitlement date Interim dividend payment date Second interim single tier dividend of 50 sen per ordinary share 6 LPI CAPITAL BHD ANNUAL REPORT 2015

4 Financial Calendar Financial Year 2015 ANNUAL GENERAL MEETING 26 February 2016, Friday Notice of 55 th Annual General Meeting 21 March 2016, Monday 55 th Annual General Meeting CONNECTING IDEAS 7

5 Performance at a Glance GROUP FINANCIAL HIGHLIGHTS OPERATING RESULTS (RM 000) Operating Revenue 1,284,586 1,169,693 Gross Written Premiums 1,250,799 1,149,162 Operating Profit 391, ,032 Profit Before Tax 393, ,949 KEY STATEMENTS OF FINANCIAL POSITION DATA (RM 000) Total Assets 3,625,348 3,377,206 Total Liabilities 1,886,747 1,724,336 Total Equity 1,738,601 1,652,870 FINANCIAL RATIOS (%) Profitability Ratios Return on Equity ( ROE ) Return on Assets Operating Margin Net Claims Incurred Productivity Ratios Gross Written Premiums Income per Employee (RM 000) 1,695 1,630 No. of Policies Issued per Employee 2,616 2,331 8 LPI CAPITAL BHD ANNUAL REPORT 2015

6 Simplified Group Statements of Financial Position 20.2% 11.1% 3.7% 0.9% 19.4% 9.3% 3.4% 0.9% 26.3% 24.3% % 0.8% 0.6% % 0.7% 0.5% 36.0% 41.2% ASSETS Plant and equipment Investment properties Investment in associated company Other investments Reinsurance assets Loans and receivables, excluding insurance receivables Insurance receivables Deferred acquisition costs Cash and cash equivalents 45.6% 43.8% % 3.2% % 4.2% 0.6% 0.4% 9.2% 6.5% 38.8% 42.4% EQUITY & LIABILITIES Share capital Reserves Insurance contract liabilities Insurance payables Deferred tax liabilities, borrowings and other payables Tax payable CONNECTING IDEAS 9

7 Corporate Information BOARD OF DIRECTORS Non-Independent Non-Executive Chairman Tan Sri Dato Sri Dr. Teh Hong Piow PSM, SSAP, SPMJ, SIMP, SSIJ, DSAP, DPMJ, Datuk Kurnia Sentosa Pahang, JP Hon LLD (M sia), FIBM (M sia), EFMIM (M sia), FCIB (UK), FGIA (Aust), CCMI (UK), FICM (UK), FInstAM (UK) Independent Non-Executive Co-Chairman Mr. Tee Choon Yeow B.Com., CA (NZ), CA (M sia), FCPA (Aust) Chief Executive Officer/ Executive Director Mr. Tan Kok Guan Chartered Insurer B.Sc. (Hons.), MBA, ACII, AMII Independent Non-Executive Director Dato Haji Abdul Aziz bin Dato Dr. Omar DIMP ACA (England & Wales), CA (M sia), FIBM (M sia) (Retired on 28 January 2016) Independent Non-Executive Director Mr. Quah Poh Keat FCCA (UK), CA (M sia), CPA (M sia), ACMA (UK), Fellow MIT (M sia) Independent Non-Executive Director Ms. Chan Kwai Hoe BEc (Hons) Analytical Econs Independent Non-Executive Director Mr. Lee Chin Guan B.Sc. (Hons), BCL (Oxon), LLM (Cantab), JD (Chicago-Kent), Barrister-at-Law (Middle Temple) COMPANY SECRETARY Ms. Kong Thian Mee Chartered Secretary MAICSA Tel No. : (03) corporate@lonpac.com REGISTERED OFFICE 6 th Floor, Bangunan Public Bank, 6, Jalan Sultan Sulaiman, Kuala Lumpur, Malaysia. Tel No. : (03) / Fax No. : (03) AUDITORS Messrs KPMG Chartered Accountants Level 10, KPMG Tower, 8, First Avenue, Bandar Utama, Petaling Jaya, Selangor, Malaysia. Tel No. : (03) Fax No. : (03) SHARE REGISTRAR Tricor Investor Services Sdn Bhd Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia. Tel No. : (03) Fax No. : (03) is.enquiry@my.tricorglobal.com STOCK EXCHANGE LISTING Listed on the Main Market of Bursa Malaysia Securities Berhad Listing Date : 8 January 1993 Stock Name : LPI Stock Code : 8621 HEAD OFFICE 6 th Floor, Bangunan Public Bank, 6, Jalan Sultan Sulaiman, Kuala Lumpur, Malaysia. Tel No. : (03) / Fax No. : (03) WEBSITE INVESTOR RELATIONS Mr. Tan Kok Guan Chief Executive Officer LPI Capital Bhd Tel No. : (03) kgtan@lonpac.com Mr. Looi Kong Meng Chief Executive Officer Lonpac Insurance Bhd Tel No. : (03) kmlooi@lonpac.com AGM HELPDESK Tel No. : (03) / / Fax No. : (03) corporate@lonpac.com 10 LPI CAPITAL BHD ANNUAL REPORT 2015

8 Group Corporate Structure As At 31 December % 45 % (Malaysian Company) LONPAC INSURANCE BHD UNDERWRITING OF GENERAL INSURANCE (Overseas Company) CAMPU LONPAC INSURANCE PLC UNDERWRITING OF GENERAL INSURANCE Notes: The companies reflected above are operating subsidiary/ associated companies. The full list of companies under the LPI Group is set out in Notes 5 and 6 to the Financial Statements on page 194 of this Annual Report. CONNECTING IDEAS 11

9 Corporate Profile ABOUT US LPI Capital Bhd ( LPI ), formerly known as London & Pacific Insurance Company Bhd, was established on 24 May 1962 as a private limited company. LPI was registered as an approved insurer on 9 April 1963 under the Malaysian Insurance Act 1963, and has been a cornerstone of the local insurance industry ever since. The Company was publicly listed on 8 January 1993 on the Second Board of the Malaysian stock exchange before being transferred to the Main Market of Bursa Malaysia Securities Berhad ( Bursa Securities ) on 17 January We presently operate in three markets: in Malaysia and Singapore through our wholly-owned Lonpac Insurance Bhd ( Lonpac ) and in Cambodia through our 45%-owned Campu Lonpac Insurance Plc. LPI s insurance business was transferred to Lonpac through a rationalisation scheme conducted on 1 May As one of the leading insurers in Malaysia, we have weathered both domestic and global market turmoil over the past 53 years. This is an achievement that we attribute to the strength and vision of our Management and Board of Directors, and to the loyalty and support of our staff and stakeholders. We remain steadfastly focused on customer satisfaction, which is the keystone of our operations, and committed to our goal of creating shareholder value. OUR CORE BUSINESS LPI Group strives to maintain its position as a leading Malaysian general insurer through its wholly-owned subsidiary, Lonpac. Our key focal points are on growth and maximising profitability, improving shareholders returns, increasing market share and improving our performance against international benchmarks. Increased volatility in both domestic and international markets has made the need for reliable financial security all the more important. As an insurer, we have a duty to provide a safety net for our customers at these times, and we will fulfil our obligations to them. At the same time, our overseas units are continuing to show signs of positive growth, particularly in the Cambodian market which is coming into its own as a mature economic entity. The trend in Cambodia is expected to continue as foreign investment, primarily from China, Japan and Korea, continues to pour into the local market. Lonpac s branch in Singapore is also showing signs of growth following a portfolio overhaul. As a mature market, the rate of growth in Singapore is unlikely to rival Cambodia s, but we remain optimistic that we can play a niche role there. 12 LPI CAPITAL BHD ANNUAL REPORT 2015

10 Corporate Profile PRESENCE IN DOMESTIC MARKET The Malaysian market is highly competitive, and is expected to become even more so with the removal of tariffs and the industry liberalised in Nonetheless, we remain committed to our philosophy of organic and prudent growth, and remain confident in our award-winning service standards and extensive experience to remain profitable in the years to come. Our key value propositions are: A diverse product and service range An extensive distribution network Superior delivery standards A strong financial rating. Diverse Product and Service Range LPI Group s insurance vehicle, Lonpac, offers a wide range of general insurance products covering various classes including: Property insurance Liability insurance Pecuniary insurance Employees benefits Project insurance Motor insurance Marine insurance Personal products insurance Our diverse product range has given us an extensive reach in various markets ranging from individuals to corporate clients. Our strategy to build expertise in various insurance markets is part and parcel of our risk management plan, and we are pleased to report that all market segments are positive revenue generators. Key to our success is our customer-centric approach, which prioritises customer satisfaction above all. Our innovations in products and services have been tailored towards this end goal as customers are the key enablers of our success. To further promote customer satisfaction, we have in place a number of exclusive value-adding programmes to provide support services in their time of need. Lonpac E-Assist is a complimentary 24-hour emergency car assistance programme covering minor roadside repairs, emergency towing services, car rental services and arrangements for hotel accommodation for our Comprehensive Private Car Insurance policyholders. Lonpac Home-Assist is a complimentary referral assistance programme for home-related services provided to all Lonpac s Houseowner and Householder policyholders. Lonpac Travel Assist is a complimentary medical and emergency assistance programme provided to the persons covered under Lonpac s TravelNet, BizTravel and Easy Travel policies. Our operations are supported by a robust Customer Relationship Management ( CRM ) system which provides our staff in all departments with an integrated view of customer details in order to help them provide better and more comprehensive services. This is part of our plan to improve customer loyalty and boost retention through better service. We will continue to innovate our products and services to meet the growing expectations of our customers who are similarly growing more sophisticated in their insurance needs. Our commitment is to provide superior options to both local and international alternatives. Extensive Distribution Network LPI Group s distribution channels take advantage of various opportunities through its own in-house marketing team. The marketing team was developed internally under a rigorous human development programme to meet both customers and our own operational benchmarks. The Group also has a stable of qualified insurance agents located throughout the country who are registered with Persatuan Insurans Am Malaysia ( PIAM ). Lonpac presently operates 21 branches in Malaysia and a branch in Singapore. In addition, Campu Lonpac Insurance Plc, LPI s 45%-owned entity, provides insurance solutions in Cambodia. LPI Group is constantly upgrading its Information Technology ( IT ) infrastructure and systems to bring them in line with our drive to increase the level of efficiency of our operations. An enhanced IT infrastructure translates to better quality services for customers especially in terms of application processing and turnaround time. Superior Delivery Standards Our excellent customer service is driven by a corporate culture that has been prioritising customers needs since the Group s formation in All staff members are trained to the highest level of professionalism in line with our mission goals. We are continuously working to improve our customer service to differentiate ourselves from rivals. We established a Customer Service Centre in 2004 to fulfil this commitment to our customers. CONNECTING IDEAS 13

11 Corporate Profile 14 Our website serves as a portal for our customers to manage their policies, as well as to share feedback and make inquiries of us. The website is maintained regularly to provide up-todate information on our policies and product offerings to our customers. This website also provides corporate information for investors and shareholders as part of our commitment to transparency and good corporate governance. Strong Financial Rating Global insurance rating agency A.M. Best Asia-Pacific Limited ( A.M. Best ) has again acknowledged Lonpac s financial strength rating of A- (Excellent) and its a- issuer credit rating on 8 October A.M. Best noted that Lonpac s capital adequacy ratio, as measured by Best s Capital Adequacy Ratio, improved on the back of lower underwriting leverage. Meanwhile, its strategies and affiliations have also enabled it to tap into profitable insurance segments. Both ratings had stable outlooks. AWARDS AND ACCOLADES LPI Group has amassed a number of awards and accolades in recognition of its strong, sustained financial performance and excellence in key financial areas including corporate governance. These awards stand as a testament to the Group s sound corporate strategy and its continued commitment to quality. Best Brands in Financial Services General Insurance ( ) The BrandLaureate BestBrands Signature Award was conferred on LPI Group for brand excellence in the General Insurance segment. LPI Group has been the annual recipient of this award from 2011 to The award is designed to honour excellence among brands in Malaysia and throughout the world. Chubb Multinational Solutions Outstanding Affiliate World-Class Service Award ( ) The Chubb Multinational Solutions Outstanding Affiliate World-Class Service Award is an annual recognition awarded by the Chubb Group of insurance companies. Lonpac was recognised for the 9 th consecutive year for its efficient policy issuance and service levels and for the tenure of its relationship with Chubb. Lonpac was nominated for the award by Chubb Multinational Account Coordinators and on the recommendation of Chubb s Affiliate Network Managers. LPI CAPITAL BHD ANNUAL REPORT 2015 Edge Billion Ringgit Club Member ( ) LPI Group was admitted as a member of the Edge Billion Ringgit Club for five consecutive years under the Finance Sector category. The Billion Ringgit Club was established to recognise Malaysia s biggest and best performing companies. Minority Shareholder Watchdog Group ( MSWG ) ASEAN Corporate Governance Transparency Index, Findings And Recognition The Malaysian Chapter (2013, 2014, 2015) LPI Group, for the past two consecutive years since 2014, has been one of the Top 10 winners of the MSWG s Merit Award for Corporate Governance ( CG ) Disclosure. The award recognises LPI Group s commitment to corporate governance best practices based on the ASEAN CG Scorecard methodology in terms of quality disclosures. In 2015, LPI also received the Most Prompt Annual General Meeting ( AGM ) Merit Award for being the first public listed company to hold its AGM after the closing of its financial year-end. LPI also won the same award in RSA Global Network Recognition Award (2013) LPI Group was awarded the RSA Global Network Recognition Award for the first time in March This biennial award recognises LPI Group s contribution of support and service to the RSA Group. Corporate Governance Excellence ( ) LPI Group was awarded the Malaysian Business CIMA Enterprise Governance Merit Award for seven consecutive years since The award recognises companies for their organisational excellence in delivering performance while conforming to set standards and practices. Winners were evaluated on business and corporate governance principles and best practices, including risk management, internal controls, communications and adherence to regulations, and financial and operational performance. Malaysian Corporate Governance Index s Most Prompt AGM Award and Distinction Award (2009, 2010, 2011) LPI Group received the Most Prompt AGM Award and Distinction Award from the MSWG for three consecutive years in recognition of its efficiency in holding its annual general meeting less than 60 days after its financial year-end and for its commendable and excellent corporate governance practices respectively. In 2010, the Group also won the Top 3 (Overall) Award from the MSWG.

12 Corporate Profile The annual Malaysian Corporate Governance Index creates awareness and encourages best corporate governance practices among public listed companies in Malaysia. Its awards recognise companies for their exemplary corporate governance track record over the previous year. Enhanced Shareholder Value ( ) Sectoral Winner (2005, 2006, 2008) Global professional services consultant KPMG awarded LPI Group its KPMG Shareholder Value Award under the Financial Services category for six years running beginning LPI Group has also been recognised as the Sectoral Winner three times-in 2005, 2006 and The KPMG award recognises corporate excellence in enhancing levels of disclosure and setting exemplary best practices. Excellence in Annual Corporate Reporting (2006, 2009, 2011) LPI Group received a Certificate of Merit in the National Annual Corporate Report Awards in 2006, 2009 and 2011, reflecting the Group s efforts to produce timely, informative, factual and reader-friendly annual reports. The award stands as a testament to the Group s commitment to a high standard of corporate governance and disclosure through its annual corporate reporting. Best Insurance Company, Malaysia (2011) Lonpac won the Best Insurance Company, Malaysia award at the World Finance Insurance Awards The award recognises industry leaders, individuals, teams and organisations which have reached a benchmark of achievement and best practice in the financial and business world. Best Return to Shareholders (2008, 2010) LPI Group was one of the winners of the Malaysian Business CIMA Enterprise Governance Awards under the Best Return to Shareholders. The Group won this award twice-in 2008 and General Insurance Company of the Year (2010) Lonpac was the first Malaysian company to be awarded the prestigious General Insurance Company of the Year award at the 14 th Asia Insurance Industry Awards The award recognises Lonpac s commitment to its customers and its solid financial performance. Best Insurer (2009, 2010) Lonpac was recognised as the 3 rd Best Insurer Overall by Region Asia 2010 by Euromoney, beating competition from larger insurers in more mature markets including Japan, China, India and Korea. This recognition built on Lonpac s success the previous year when it was declared the winner in all five categories for Malaysia in the Euromoney 2009 awards, and consequently received the Best Insurer in Malaysia award. The five categories were: Best Insurer for Innovation, Malaysia Best Insurer for Price, Malaysia Best Product Range, Malaysia Best Insurer for Claims Resolution, Malaysia Best Consultant for Insurance Risk Transfer, Malaysia. Management Accounting Excellence (2006, 2007) LPI Group received a Certificate of Finalist and a Certificate of Merit in the National Award for Management Accounting in 2006 and 2007 respectively. These awards recognise LPI Group s commendable management accounting practices, which lead to value creation and excellent business performance. RESPONSIBLE CORPORATE CITIZENSHIP We are committed to the execution of our Corporate Responsibility ( CR ) vision through the implementation of initiatives serving the community at large. The Group undertakes initiatives that help the underprivileged in a number of areas including education and employment. We are also committed to the goals of environmental conservation. The Group believes that CR is a natural extension of our efforts to maintain a strong corporate governance culture which will strengthen our corporate image and reputation. LPI Group is also committed to the betterment of our staff by raising their value, contribution, productivity and efficiency. LPI GROUP S COMMITMENT We are committed to providing clients with competitive and innovative products and services. We are also committed to investing in human capital development to enhance our core competencies and productivity. LPI Group will continue to deliver healthy returns and enhanced long-term value to our shareholders. We are also committed towards the improvement of the Malaysian community and to help drive the progress of the nation. CONNECTING IDEAS 15