Fourth Annual General Meeting

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3 Contents Corporate Structure 02 Company Structure 03 Corporate Information 04 Corporate Profile 06 Corporate Achievements Corporate Highlights Financial Highlights Financial Calendar Five-Year Group Financial Highlights 15 Share Performance Statement on Corporate Governance 16 Chairman s Statement 24 Board of Directors 34 Senior Management 38 Operations Review 43 Environmental Policy 52 Environmental Report 53 Organisational Safety & Health Policy 54 Quality Policy 55 Press Clippings on Puncak Niaga Distribution Schedule of Equity Securities 58 List of Property 60 Audit Committee Report 62 Financial Report 67 Notice of Annual General Meeting106 Fourth Annual General Meeting Tuesday, 26 June 2001at 9.30 am Banquet Hall, Kuala Lumpur Golf & Country Club No. 10, Jalan 1/70D, Off Jalan Bukit Kiara, Kuala Lumpur Proxy Form

4 Corporate Structure Puncak Niaga Holdings Berhad investment holding and provision of management services Puncak Niaga (M) Sdn Bhd 100% operation, maintenance, management, construction and undertaking the rehabilitation and refurbishment of water treatment facilities Unggul Raya (M) Sdn Bhd 100% operation, management, maintenance and monitoring the operation of dams Puncak Research Centre Sdn Bhd 100% dormant Ideal Water Resources Sdn Bhd 100% operation, management, maintenance and undertaking the rehabilitation and refurbishment of Water Treatment Plants Puncak Seri (M) Sdn Bhd 100% dormant NS Water System Sdn Bhd 100% dormant NS Water Management Sdn Bhd 40% dormant 2

5 Company Structure Executive Chairman YBhg Tan Sri Rozali Ismail Puncak Niaga (M) Sdn Bhd Executive Vice Chairman Encik Ruslan Hassan General Manager Internal Audit Sonari Solor Strategic Resource Centre General Manager Executive Vice Chairman s Office - Special Projects Usman Ali Mustaffa Executive Director Human Resources & Administration Encik Ibrahim Ismail Executive Director Project & Business Development Ir Lee Miang Koi Executive Director Operations YM Raja Azhar Raja Ismail Executive Director Finance Encik Mat Hairi Ismail Executive Director Corporate Affairs Encik Ruslan Hassan Senior Manager Training Said Muhamad Khalil Abdul Madza General Manager Project Management Ir Beh Men Huat Operation I General Manager Syed Danial Syed Ariffin Plant Manager SSP2 WTP Syed Danial Syed Ariffin General Manager Finance & Accounts Ng Wah Tar General Manager Legal Chan Siew Meei Manager Human Resources Management Selemah Abdul Assistant General Manager SSP2 Project Yusof Badawi Plant Manager Wangsa Maju WTP Abdul Rahman Kadir Senior Manager Finance & Accounts Nik Azmi Nik Yaacob General Manager Secretarial Tan Bee Lian Manager Administration Kamarulzaman Abu Bakar Senior Manager Project Management Ishak Awang Operation II General Manager Ir Loh Kit Mun Senior Manager Rehabilitation of WTP Nasir Ismail Senior Manager Finance & Accounts Ismail Maidin Manager Corporate Communication Zulkifli Baba Noor Senior Manager Project & Business Development Ir Ahmad Marzuki Hashim Senior Manager Contract Management Ir Teh Lee Ngo Senior Manager Operations Contract Supervision (26 WTPs) Hashim Omar Senior Manager Water Resources & Environmental/Dam Operations Roowina Merican A Rahim Merican Manager Corporate Finance Rozailan Rosli 3

6 Corporate Information Board Of Directors YBhg Tan Sri Rozali Ismail Executive Chairman Encik Ruslan Hassan Executive Vice Chairman/ Executive Director Corporate Affairs Division YM Raja Azhar Raja Ismail Executive Director Operations Division Encik Mat Hairi Ismail Executive Director Finance Division Ir Lee Miang Koi Executive Director Project & Business Development Division Encik Abdul Majid Abdul Karim Independent Non-Executive Director YBhg Dato Hari Narayanan Govindasamy Independent Non-Executive Director YB Dato Seri Dr Ting Chew Peh Independent Non-Executive Director Group Company Secretary Madam Tan Bee Lian, MAICSA Registered Office Suite , 14th Floor, Plaza See Hoy Chan Jalan Raja Chulan, Kuala Lumpur Tel: Fax: Date and Place of Incorporation 7 January 1997, Malaysia Company Number U Auditors Messrs PricewaterhouseCoopers (AF 1146) Tax Advisor PricewaterhouseCoopers Taxation Services Sdn Bhd ( M) Principal Bankers Bumiputra-Commerce Bank Berhad (13491-P) RHB Bank Berhad (6171-M) United Overseas Bank (Malaysia) Bhd ( K) Solicitors Kadir, Andri Aidham & Partners Rashid & Lee Wong & Partners Share Registrar Tenaga Koperat Sdn Bhd ( V) 20th Floor, Plaza Permata, Jalan Kampar Off Jalan Tun Razak, Kuala Lumpur Tel: Fax: Consultants Ranhill Bersekutu Sdn Bhd SMHB Sdn Bhd Stock Exchange Listing Main Board Kuala Lumpur Stock Exchange (Infrastructure Project Companies Sector) (72416-V) (63281-X) Principal Office Suite , 26th Floor, Plaza See Hoy Chan Jalan Raja Chulan, Kuala Lumpur Tel: Fax: website: corpcom@puncakniaga.com.my 4

7 Our Vision To Be The Leading And Dynamic Integrated Water Services Company 5

8 Corporate Profile View from the SSP2 Administration Building. Puncak Niaga Holdings Berhad (PNHB) was incorporated on 7 January 1997 under the Malaysian Companies Act, 1965 as a public company limited by shares. It is an investment holding company with interest in infrastructure activities specialising in water engineering and water-related activities. PNHB was listed on the Main Board of Kuala Lumpur Stock Exchange (KLSE) on 8 July It is the first water treatment/supply concession company to be listed on the KLSE under the Infrastructure Project Company guidelines issued by the Securities Commission. As an investment holding company, PNHB acted as the listing vehicle for Puncak Niaga (M) Sdn Bhd (PNSB), an Infrastructure Project Company (IPC). PNSB is the holder of two concessions awarded by the Selangor State Government. The first, a Privatisation Cum Concession Agreement (PCCA) awarded on 22 September 1994, allowed PNSB to take over, operate, maintain, manage, rehabilitate and refurbish 27 existing water treatment plants (WTPs) formerly under the management of the Selangor Waterworks Department. The second concession, a Construction Cum Operation Agreement (CCOA) was awarded on 22 March 1995, to finance, design, construct, operate, manage and maintain a new 950 million litres per day (MLD) WTP at Bukit Badong under the State Government s Sungai Selangor Water Supply Scheme Phase 2 Project (SSP2). Both the PCCA and CCOA provide for the concessions to expire on 31 December Under the CCOA, the development of the SSP2 WTP was undertaken in two stages: the first stage, with a production capacity of 475 MLD, was completed in October 1998, two months ahead of the commitment given to the Selangor State Government. The second stage of the SSP2 WTP, also with a production capacity of 475 MLD, was originally scheduled to be completed and 6

9 commissioned on 1 January Instead, it was completed and commissioned one year ahead of schedule, i.e. on 1 January During the water crisis in 1998, PNSB was entrusted by the Federal Government to finance, design and construct the Wangsa Maju WTP at a cost of RM122.0 million. This WTP was completed in a record time of six months, an amazing feat by engineering standards. The abovementioned early completion of projects clearly exemplifies Puncak Niaga s excellent capabilities in managing and undertaking large scale water supply projects in Malaysia. In recognition of Puncak Niaga s expertise and experience in water privatisation projects over the past six years, PNHB was recently invited by the Negeri Sembilan State Government to participate in the privatisation of Jabatan Bekalan Air Negeri Sembilan (JBANS). On 20 December 2000, PNHB signed a Memorandum of Understanding to undertake the proposed privatisation whereby PNHB will hold a 30% equity stake in NS Water Konsortium Sdn Bhd, the concession company which has been granted the exclusive privatisation rights of JBANS by the Negeri Sembilan State Government. Today, PNSB is the largest water supply concessionaire in Malaysia. We operate, manage and maintain 28 WTPs with a total average production capacity of 1,902 MLD. This volume is equivalent to approximately 65.6% of the treated water requirement of the supply in the State of Selangor Darul Ehsan and the Federal Territories of Kuala Lumpur and Putrajaya. 7

10 View from the Sg Langat Dam. Our Mission To provide a synergy of socio-economic products and services in the realm of water treatment, management and distribution and other related businesses. To cater to the increasing challenges in the demand for high quality water production and distribution through the continuous implementation of high quality standards, efficient services, human resources development, innovative technology and operational systems. To actively participate in regional and global business opportunities with linkages to the Company s core activities and related interests. To actively support and participate in programmes and activities aimed at uplifting the community s living standards and value systems in line with the aspirations of Vision To address national and international concerns pertaining to the protection, conservation and enhancement of the natural environment we live in. 8

11 Corporate Achievements May SSP2 WTP received ISO 9002 Lloyd s Register Quality Assurance Certification July Two PNSB teams (3EQ and Operasi S.E.P.) each won the Silver Award in the Quality Control Circle Convention, Central Region organised by the National Productivity Centre. 10 August SSP2 WTP received the Gold Award from the Malaysian Society of Occupational Safety & Health. ISO 9002 Lloyd s Register Quality Assurance Certification Operasi S.E.P. Silver Award Quality Control Circle Convention 3EQ Silver Award Quality Control Circle Convention 2nd First Aid Competition, Industrial Sector Challenge Trophy KLSE Corporate Excellence Award 2000 KLSE Corporate Sectoral Award 2000 Gold Award Malaysian Society of Occupational Safety & Health 12 October PNHB was awarded the KLSE Corporate Excellence Award 2000 for Main Board Companies and the KLSE Corporate Sectoral Award 2000 for Main Board Infrastructure Project Companies. 16 October SSP2 WTP was awarded the Challenge Trophy at the 2nd First Aid Competition in the Industrial Sector category, organised by the Persatuan Bulan Sabit Merah. NACRA 2000 Industry Excellence Award 8 November PNHB was honoured with the NACRA 2000 Industry Excellence Award under the Construction & Infrastructure Project Companies category. 9

12 Corporate Highlights Jan 28 & 30 Jan 4 Mar 6 January Signing Ceremony for DSS2 Turnkey Contract between PNSB and the Selangor State Government. 20 January Cheque presentation ceremony for the National Bumiputera Youth Entrepreneurs Exposition at the Ministry of Youth & Sports, Pusat Bandar Damansara. 22 January Puncak Niaga s Hari Raya Aidil Fitri celebration at the Main Stadium, Shah Alam. 28 & 30 January Puncak Niaga participated in the National Bumiputera Youth Entrepreneurs Exposition at Terminal 1, Sultan Salahuddin Abdul Aziz Shah Airport. 16 February Official visit by the UMNO Economic and Youth Development Council to Puncak Niaga s Head Office. 23 February Educational visit cum picnic session by hearing-impaired children from Sekolah Kebangsaan Pendidikan Khas Kampung Baru, Kuala Lumpur to Wangsa Maju WTP and Klang Gates Dam. 26 February Official visit by YB Dato Haji Mohd Sharif Jajang, Chairman of the Standing Committee for Infrastructure, Information and Malay Reserve Lands for Selangor, to Bukit Tampoi WTP. 2 May 4 March Puncak Niaga s Open Day at Wangsa Maju WTP. 17 March Puncak Niaga contributed RM4,000 to Institut Akhbar Malaysia for the Journalist Award Dinner at Hilton Hotel, Petaling Jaya. 20, 21, 22 & 23 March Puncak Niaga participated in the Polmet 2000 Exposition entitled Sustainable Urban Development in the New Millennium in conjunction with the 6th International Conference on Pollution In Metropolitan Cities organised by Ensearch at Shangri-La Hotel, Kuala Lumpur. 22 March Puncak Niaga s Executive Chairman presented a paper entitled Puncak Niaga s Experience as an Operator of a Privatisation Project in conjunction with the Polmet 2000 Exposition at Shangri-La Hotel, Kuala Lumpur. 30 March Puncak Niaga contributed RM1,500 to Sekolah Pendidikan Khas Cacat Pendengaran Kampung Baru for their Annual Sports Day. 20 April Signing Ceremony between PNSB and Bumiputra-Commerce Bank Berhad for a RM261,500,000 banking facility to finance the DSS2 Turnkey Contract. 20 Apr 10

13 3 May 2 May DYMM Seri Paduka Baginda Yang Dipertuan Agong and DYMM Seri Paduka Baginda Raja Permaisuri Agong visited the Sg Semenyih Dam. 2 5 May Puncak Niaga participated in the Water 2000 Exhibition and Forum entitled Water: Towards Sustainable Development in the New Millennium at The Mines, Kuala Lumpur. 3 May The Official Launch of the River Rescue Brigade programme at Sg Langat WTP by YABhg Datin Seri Endon Mahmood, wife to the Deputy Prime Minister of Malaysia. 24 May Signing Ceremony between PNSB and United Overseas Bank Berhad (UOB) for a RM140 million bridging loan facility. 7 June PNHB s 3rd Annual General Meeting and Extraordinary General Meeting on the Composite Issue at Kuala Lumpur Golf & Country Club. 13 June Signing Ceremony of the License Agreement for mysap.com software between PNSB and SAP Malaysia Sdn Bhd. 1 & 2 July Puncak Niaga participated at the Environmental Awareness Campaign at Kuen Cheng High School. 3 July Signing Ceremony of the Underwriting Agreement between PNHB with RHB Sakura Merchant Bankers Berhad, Rashid Hussain Securities Sdn Bhd and Commerce International Merchant Bankers Berhad for PNHB s Proposed Rights Issue. 12 July Puncak Niaga made a River Care Educational visit to Sekolah Kebangsaan Sri Damai, Section 17, Petaling Jaya. 15 July Puncak Niaga contributed RM60,000 to BISTARI at a dinner at A Famosa, Melaka. 19 July Officials from INTAN Training Centre visited SSP2 WTP. 10 August YB En Mohamed Khaled Nordin, Deputy Minister of Works, Malaysia visited the SSP2 WTP August Puncak Niaga participated in the Green Campaign organised by students from Multimedia University, Cyberjaya. 13 June 3 July 15 July 24 May 10 Aug 11

14 . 18 Aug 13 Sep 12 Oct 15 August Mayors of 9 district towns under the Second Water Supply and Sanitation Project of Dhaka, Bangladesh,visited Wangsa Maju WTP and Klang Gates Dam. 18 August YB Dato Seri S. Samy Vellu, Minister of Works, Malaysia, witnessed the presentation of ISO 9002 certification to SSP2 WTP at Equatorial Hotel, Kuala Lumpur. 13 September Visit by staff of the Ministry of Works Department to SSP2 WTP. 17 September Puncak Niaga donated RM5,000 to PPTD Golf Tournament September Puncak Niaga s Executive Chairman was interviewed by TV3 for the documentary programme entitled Dimensi September Puncak Niaga donated RM5,000 to the Malaysian Ex-Police Association of Selangor Division. 12 October PNHB won the KLSE Corporate Excellence Award 2000 for Main Board Companies and the KLSE Corporate Sectoral Award 2000 for Main Board Infrastructure Project Companies category. 19 Oct 12 October Signing Ceremony between PNSB and United Overseas Bank (Malaysia) Bhd for the RM1,020 million nominal value of Al-Bai Bithaman Ajil Secured Serial Primary Bonds Together with Non-Detachable Secondary Bonds and RM350 million Al-Murabahah Commercial Papers/ Medium Term Notes at Sheraton Imperial Hotel, Kuala Lumpur. 19 October Live interview by RTM 1 with Puncak Niaga s Executive Vice Chairman for the Gemilang Malaysia programme. 20 October Puncak Niaga donated RM10,000 to Persatuan Ibubapa Dan Guru of SMK Dato Mustaffa, Pasir Panjang at Equatorial Hotel, Shah Alam which was received by the Menteri Besar Selangor, YAB Dato Seri Dr Mohamad Khir Toyo. 12 Oct 20 Oct 12

15 8 Nov 21 Oct 4 Nov 21 October Puncak Niaga s River Rescue Brigade participated in the Environmental Parade held in conjunction with the Environmental Week celebration at Dataran Shah Alam. 3 November The launching of Kempen Jimat Air at Sg Langat WTP officiated by the Menteri Besar Selangor, YAB Dato Seri Dr Mohamad Khir Toyo. 4 November Puncak Niaga s Family Day 2000 at the Main Stadium, Shah Alam. 8 November PNHB s 1999 Annual Report won the NACRA 2000 Industry Excellence Award for the Construction and Infrastructure Project Companies category. 17 November Majlis Jasamu Dikenang for Puncak Niaga s retirees and presentation of monetary awards to children of Puncak Niaga s employees who are pursuing studies at institutions of higher learning. 24 November Puncak Niaga participated at the Selangor Water Conservation Campaign exhibition at Summit USJ, Petaling Jaya. 20 December Signing Ceremony of MOU between PNHB, NS Water Sdn Bhd, Eastern Utilities Sdn Bhd and Lembaga Pemegang-Pemegang Amanah Yayasan Negeri Sembilan for PNHB s participation in the proposed privatisation of Jabatan Bekalan Air Negeri Sembilan (JBANS). 21 December YABhg Datin Zahrah Kechik, wife of the Menteri Besar Selangor, was the guest of honour at Puncak Niaga s cheque presentation of a donation amounting to RM32,210 to Rumah Anak-Anak Yatim SEKENDI and Yayasan Anak- Anak Yatim Pinggir Taman Tun Dr. Ismail. 17 Nov 20 Dec 3 Nov 21 Dec 13

16 Financial Highlights 2000 In RM 000 Balance sheet Fixed assets Project development costs Other non-current assets Current assets Total tangible assets Issued and paid up capital Share capital Reserves Shareholders funds Net tangible asset per share Ratios and statistics Turnover Net profit after tax Interest bearing debt In sen Earnings per share In % of turnover Operating profit In RM 000 No. of ordinary shares In times Gearing ratio Current ratio ,659, ,967 50, ,935 2,507, , , , ,564 91,225 1,579, , ,568, , ,904 2,107, , , , ,472 98,972 1,264, , Financial Calendar 2000 Financial year end Announcement of results 1st quarter result as at 31 March nd quarter result as at 30 June rd quarter result as at 30 September th quarter result as at 31 December 2000 Listing and quotation of Bonus Shares Listing and quotation of Rights Shares Announcement of Corporate Proposal comprising of Proposed RUN Issue, Proposed ESOS and Increase in Authorised Share Capital Audited Accounts Published Annual Report Annual General Meeting 31 December May August November February September October December April May June

17 Five-Year Group Financial Highlights 98,972 Turnover RM , , , , ,564 91, Profit after taxation RM ,047 45,656 57, Total tangible assets RM ,724 1,332,429 2,042,776 2,107,695 2,507, Share Performance 2000 RM6.00 RM5.50 RM5.00 RM4.50 RM4.00 RM3.50 RM3.00 RM2.50 RM2.00 Jan Feb Mar Apr May June July Aug Sept Oct Nov Dec Pursuant to the implementation of the Composite Issue, PNHB s share price was adjusted from RM4.68 to RM2.48 (ex-price) on 31 July 2000, being the ex-date for the Bonus and Rights Issues. 15

18 Statement on Corporate Governance PNHB Group is totally committed to upholding the highest standards of transparency, accountability and integrity in the conduct of its business activities in the best interest of both its shareholders and the investors at large. The Board is therefore pleased to report on the Group's compliance requirement vis-à-vis the Malaysian Code on Corporate Governance, as follows:- In 2000, PNHB established an extensive framework and the appropriate mechanisms (inclusive of the structures, systems and methodologies) for ensuring compliance in accordance with the principles and practices of good corporate governance. In broad terms, these mechanisms monitor and evaluate:- transparency and full disclosure in accounting and auditing practices; transparency and full disclosure in annual report writing; transparency and accountability in management performance; transparency and full disclosure of senior management remuneration; effective internal auditing controls and risk assessment; impartial and merit-based employee hiring, promotion and remuneration; and impartial and merit-based tendering and contracting practices. The requirement to comply with the Malaysian Code on Corporate Governance will only become enforceable on 1 June 2001, beginning with publiclisted companies having financial years ending 30 June 2001 under the Kuala Lumpur Stock Exchange's Revamped Listing Requirements. Notwithstanding, PNHB had taken the proactive steps since the beginning of year 2000 to adopt the highest standards of due diligence, skill and care towards ensuring the Group's application of the Principles of Corporate Governance as set out in Part 1 of the Malaysian Code on Corporate Governance and to implement the Best Practices in Corporate Governance as set out in Part 2 of the Malaysian Code on Corporate Governance. Some examples of the proactive steps taken by the Company are:- a more transparent and voluntary disclosure based approach in the preparation and presentation of the Company's annual report; full dissemination of information on the Company in a timely and accurate manner to the benefit of the Company's shareholders and the investors at large; for example, the award of major contracts to companies within the PNHB Group, release of several announcements on the latest developments in respect of the Company s proposed equity participation in Syarikat Pengeluar Air Sungai Selangor Sdn Bhd (SPLASH) for the SSP3 Water Supply Project, the preparation and despatch of the Circular to Shareholders and the Abridged Prospectus in relation to the Company s Composite Issue comprising the Bonus and Rights Issues and the release of the Group s Quarterly Financial Results; increase in the composition of Non-Executive Directors from two to three Non-Executive Directors to constitute a fair balance of Executive Directors and Non-Executive Directors at Board level; conduct continuing Training and Induction Programmes for the Group's Directors to equip them with the requisite skills and knowledge to effectively discharge their responsibilities as Company Directors; establishment of the Risk Management Committee to effectively identify and manage principal risks of the Group's businesses; formulation of the Terms of Reference and establishment of the Remuneration Committee to ensure a formal and transparent procedure for developing policies and fixing the remuneration packages of each individual director; and formulation of the Terms of Reference and establishment of the Nomination Committee to ensure a formal and transparent procedure for appointments of Directors to the Board. The Group's corporate governance procedures and processes are being refined from time to time to ensure total compliance of the Malaysian Code on Corporate Governance by June

19 THE BOARD OF DIRECTORS Duties of Directors The Board of PNHB takes full responsibility in ensuring the effective performance of the Group in all areas of operations, finance, management information system, project and business development, research and development, human resources and administration as well as customer, shareholders and investors satisfaction. The Board also guides the Group in achieving its short and long-term objectives, advises and implements strategies and oversees new business development projects as well as looking after the corporate development of the Group. The responsibilities assumed by the Board relate to:- reviewing and adopting a strategic plan for the Group; overseeing the conduct of the Group's business to evaluate whether the business is being properly managed; identifying principal risks and ensuring the implementation of the appropriate risk management systems; succession planning, including appointing, training, fixing the compensation of and, where appropriate, replacing senior management; developing and implementing an effective investor relations programme and shareholder communications policy for the Company; and reviewing the adequacy and the integrity of the Company's internal control systems and management information system, including systems for compliance with applicable laws, regulations, rules, directives and guidelines. Composition of the Board The Board of PNHB is made up of eight members, comprising five Executive Directors and three Independent Non-Executive Directors. The profile of the Board is detailed in Pages 35 to 37 of the Annual Report. All directors have served the full year except for YB Dato Seri Dr Ting Chew Peh, who was only appointed to the Board on 15 July The Board members comprise of various professionals from diverse fields such as lawyers, engineers and accountants and are persons of calibre, credibility and possessing the necessary skills and experience to effectively discharge the Board's stewardship responsibilities in spearheading the Group's growth and future direction. More than one-third of the Board comprise of Non- Executive Directors since the Company recognises the positive contribution of Non-Executive Directors as equal Board members to the development of the Company's strategy, the importance of representing the interests of public shareholders and providing a balanced and independent view to the Board. All the Non-Executive Directors are independent of Management and free from any relationship which could interfere with their independent judgement. During the year 2000, the ratio of Non-Executive Directors was increased to 37.5%, from 28.6% previously. 17

20 Meeting of Directors The Board convened a total of four meetings in 2000, and the respective Directors' attendances are tabulated below:- Name of Director Designation in PNHB No. of Meetings No. of Meetings held during the year attended % YBhg Tan Sri Rozali Ismail Executive Chairman Encik Ruslan Hassan Executive Vice Chairman/ Executive Director, Corporate Affairs Encik Mat Hairi Ismail Executive Director, Finance *YM Raja Azhar Raja Ismail Executive Director, Operations Ir Lee Miang Koi Executive Director, Project & Business Development Encik Abdul Majid Abdul Karim Independent Non-Executive Director YBhg Dato Hari Narayanan Independent Non-Executive Director Govindasamy YB Dato Seri Dr Ting Chew Peh Independent Non-Executive Director (appointed on 15 July 2000) * YM Raja Azhar Raja Ismail was away on sick leave from January to December 2000 with the approval of the Board and as such, was unable to attend all Board Meetings in At PNSB level, Board Meetings were convened twelve times in At Board Meetings, the members deliberated, considered and approved, amongst others, matters pertaining to finance, corporate and refinancing exercises, management information system, entering into contracts and agreements, determination of bonuses and annual increments, staff confirmation, appointments of key personnel, advisers and consultants, human resources and administration policy matters, risk assessment and management, exploring and undertaking new projects, business opportunities and corporate development. Each member, including the Independent Non-Executive Directors, actively participates during Board Meetings and contributes invaluable inputs and recommendations on operational matters, risk management, human resources and administration policy matters, safety and environmental issues and other concerns relevant to the well-being and growth of the Group. Board members are notified seven days in advance of every meeting, and provided with Board papers so that they are fully prepared to participate and discharge their duties at the Board Meetings. Access to Advice and Information In furtherance of their duties, the directors have access to the advice and services of the Company Secretary and to all information within the Company whether as a full Board or in their individual capacity. Where necessary, the directors engage independent professionals for advice on specialised issues at the Company's expense to enable them to discharge their duties with full knowledge of the cause and effect. Appointments and Election of Directors In accordance with Article No. 101 of the Company's Articles of Association, one-third of the directors shall retire from office at each Annual General Meeting. Thereafter, they may offer themselves for re-election. At the forthcoming Annual General Meeting, YM Raja Azhar Raja Ismail and En Abdul Majid Abdul Karim shall retire by rotation and have offered themselves for re-election. 18

21 YB Dato Seri Dr Ting Chew Peh, who was appointed during the year, shall also retire pursuant to Article No. 106 and has offered himself for re-election. Directors Remuneration The remuneration of each director reflects the level of responsibility and commitment which goes with Board membership. The remuneration of each director is determined by the full Board. It is the Board's duty to ensure that the levels of remuneration are sufficient to attract and retain the directors needed to run the Company successfully. The Executive Directors play no part in deciding their own remuneration and the respective Board members abstain from all discussion pertaining to their remuneration. Directors' Fee (if any) is tabled to the Company's shareholders for approval at the Company's Annual General Meeting. Directors Training Given the varying backgrounds, qualifications and experience of directors, the Company acknowledges that the directors need to be trained to sharpen their skills in corporate management and strategies, acquire new knowledge relating to the water industry and be updated with the latest regulatory developments. Hence, the directors, both Executive and Non-Executive have been sent for various training both locally and overseas to equip them with the necessary skills in order for them to effectively discharge their Board responsibilities. Some of the seminars and conferences attended by the directors in year 2000 are as follows:- 1. Dialogue With The Regulators On Disclosure Based Regulation 2000 and Beyond: Are We Ready? 2. Kursus Bina Negara Perdana Asean Business Summit Asia-Enterprise Connecting Asian & European Water Technology Suppliers 5. 2nd Annual Conference On World Class Islamic Finance 6. Konvensyen Ekonomi & Keusahawan Negeri Selangor Bertajuk Pencapaian Usahawan Melayu- Satu Penilaian Semula' 7. The Do's and Don'ts In Terminating An Employee 8. Public Listing Conference 9. 5th Langkawi International Dialogue Global 2000 Global Trends and Emerging Economies 10. Water 2000 Forum th IWSA-ASPAC Regional Conference & Exhibition Newly appointed directors undergo an in-house induction programme which is aimed to familiarise and help them to gain a better understanding of the Group s businesses, operations and corporate strategy as well as their general responsibilities and duties as Company Directors so they will be able to make effective contributions at Board level. As part of the induction programme, the new directors are also introduced to the Senior Management personnel in charge of the respective departments in the Company. REMUNERATION COMMITTEE In line with the Malaysian Code on Corporate Governance and to comply with the Kuala Lumpur Stock Exchange's Revamped Listing Requirements to be effective on 1 June 2001, the Remuneration Committee of PNHB was established on 13 February 2001 with the following Terms of Reference:- to review the annual remuneration packages of each individual director (both Executive and Non-Executive) such that the levels of remuneration are sufficient to attract and retain the directors needed to run the Company successfully; and to recommend to the Board, the remuneration packages of the directors (both Executive and Non-Executive) of the Company. Currently, the Remuneration Committee is chaired by the Executive Chairman and its members include the Non-Executive Directors of the Company. 19

22 The Remuneration Committee held its first meeting on 20 February 2001 whereby it had reviewed the Remuneration Package of the Non-Executive Directors of the Company and made the appropriate recommendations to the Board in view of the increasing level of responsibility undertaken by them in line with the requirements of the Malaysian Code on Corporate Governance and the recent changes to the regulatory framework to promote higher standards of corporate governance, due diligence and transparency in the Company. The Board had subsequently endorsed the recommendation of the Remuneration Committee at its meeting held on 23 February NOMINATION COMMITTEE In line with the Malaysian Code on Corporate Governance and to comply with the Kuala Lumpur Stock Exchange's Revamped Listing Requirements to be effective on 1 June 2001, the Nomination Committee of PNHB was established on 13 February 2001 with the following Terms of Reference:- to review the required mix of skills, experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board; to recommend to the Board, candidates for all directorships to be filled; to recommend to the Board, Directors to fill the seats on Board Committees; to assess the effectiveness of the Board as a whole, the Committees of the Board, and the contributions of each individual Director; and to examine the size of the Board with a view to determining the impact of the number upon its effectiveness. Currently, the Nomination Committee is chaired by the Executive Chairman and its members include the Non- Executive Directors of the Company. MANAGEMENT COMMITTEE The Management Committee was established since 1997 with members comprising the Executive Directors and the Senior Management of the Company, i.e. Heads of Departments. The Management Committee is chaired by the Executive Vice Chairman of the Company. The main objective of the Management Committee is to enable the Senior Management to gain a better understanding of the Group's business operation and prospects through regular updates by each Head of Department. It also serves as an avenue for the Senior Management to brainstorm and resolve crucial issues relating to the Group's operations and business decisions as well as resolving interdepartmental issues and fostering closer interdepartmental ties and team spirit within the Group. The Management Committee meets bi-monthly and there were six meetings of the Management Committee held in year TENDER AND CONTRACT COMMITTEE In order to ensure transparency in its business dealings and fair, arm's length business transactions, the Tender and Contract Committee of the Company facilitates a fair and transparent tender submission and review process and award of contracts procedure at all times. The Tender and Contract Committee's Terms of Reference, inter alia, includes but is not limited to the following:- to review and vet tender documents; to review and deliberate on the tender evaluation reports before making the appropriate recommendations on the award of tenders to the Board for consideration and approval; to review and deliberate on any proposed omission or addition of variation orders to ongoing contracts, extension of time of contracts and its associated costs and imposition of liquidated and ascertained damages on contractors before making the appropriate recommendations to the Board for consideration and approval; and 20

23 to review and deliberate on the appointment of consultants and the award of consultancy services before making the appropriate recommendations to the Board for consideration and approval. ACCOUNTABILITY AND AUDIT Financial Reporting The Company's financial statements are prepared in accordance with the requirements of the applicable approved accounting standards in Malaysia and the provisions of the Companies Act, The Board is responsible to ensure that the financial statements of the Group and the Company give a true and fair view of the state of affairs of the Group and the Company. The Statement by Directors' pursuant to Section 169(15) of the Companies Act, 1965 is set out in page 104 of the Annual Report. During the year, the Board had taken the following steps towards ensuring that the annual financial statements and quarterly announcements to the shareholders present a balanced and comprehensive assessment of the Company's and the Group's position and prospects, including:- adoption of applicable accounting policies and methods; consistent application of the accounting policies and methods; make judgements and estimates that are reasonable and prudent; and state whether applicable accounting standards have been complied with. To keep the shareholders, investors and public regularly informed of the Company's performance, it has been the Company's policy to publish its 2nd quarterly and 4th quarterly financial results in at least three local daily newspapers, i.e. New Straits Times, The Star and Berita Harian. The Company's annual financial results are published in the Company's Annual Report and can also be accessed at the Company's website at Audit Committee The Audit Committee consists of four members, out of which three are Independent Non-Executive Directors and the remaining member, En Mat Hairi Ismail is a member of the Malaysian Institute of Accountants. This is in compliance with the requirements of the Kuala Lumpur Stock Exchange's Revamped Listing Requirements to be effective on 1 June The Audit Committee Report for the year 2000 is detailed in pages 62 to 66 of the Annual Report. In year 2000, the Audit Committee met six times. One of the main objectives of the Audit Committee is to review the Company's annual and quarterly financial statements, accounting practices, business, operation and financial controls. The Internal Audit Department's Annual Audit Strategic Plans and its findings and follow-up actions on various audits conducted throughout the year are also reviewed and endorsed by the Audit Committee. Relationship with Auditors At all Audit Committee Meetings of PNHB, the Internal Auditors are present. The External Auditors are also present at meetings which deliberate on the Company's quarterly and annual financial results as well as at meetings where the Company's and Group's accounting policies are being reviewed. The External Auditors acted as auditors and reporting accountants for the Company's Corporate Exercises such as the Composite Issue which was successfully completed on 18 October Currently, the External Auditors are involved in the Company's Proposed RUN Issue (details of which are set out in the Chairman's Statement on page 24 of the Annual Report). The Company has always maintained a close and transparent relationship with the Auditors in seeking professional advice and ensuring compliance with the accounting standards. 21

24 RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS In line with good corporate governance, the Group encourages the adoption of an open and transparent policy in respect of its relationship with its shareholders and investors. It is one of PNHB's primary responsibilities under its Corporate Disclosure Policy to ensure that its shareholders and investors are well informed and updated on the policies, decisions and strategies formulated and implemented by the Group and of any new corporate and business development of the Group in a timely manner. As such, the Company's general meetings provide an appropriate platform for the Board to report to the shareholders on the Group's business activities, as well as to encourage active participation from its shareholders and to answer any queries in relation to the affairs of the Group, activities and prospects. The Board also solicits a broad range of professional advice and views in relation to pertinent financial and other strategic policy issues. During the year, the Board and the Management held several dialogues and briefings with financial analysts, brokers and institutional fund managers and investors, both at the Company's premises and at hotels in Kuala Lumpur. The Company maintains a very strict Corporate Disclosure Policy in relation to the protection of pricesensitive information by ensuring that there is no leakage of material information in all contacts with financial analysts, brokers, institutional fund managers and investors and the press which has not already been generally made available to the Company's shareholders and the regulatory authorities (where applicable). All queries from the shareholders, whether by mail or telephone call, are handled directly by a Shareholders' Relations Unit under the purview of the Secretarial Department. The Company also takes the initiative to periodically keep the public informed on its financial performance, business developments and corporate achievements through publications in the print media, i.e. Press Releases, Announcements, Annual Report, etc. Shareholders, investors and members of the public may also access the Company's website at to obtain the latest information on the Company. STATEMENT ON INTERNAL CONTROLS During the year, the Board reviewed the effectiveness, adequacy and integrity of the Group's system of internal controls and shall continue to periodically review it to ensure that the shareholders' interest, and the Company's and the Group's assets are protected at all times. In particular, the Board reviewed and enhanced the process for identifying and evaluating the significant risks affecting the Group's business and the policies and procedures by which these risks are managed. The Management is responsible for the identification and evaluation of significant risks applicable to their respective areas of business and to formulate the design and operation of suitable internal controls. The risk assessment of the Group is carried out on a continual and consistent basis. During the year, the Internal Audit Department independently reviewed the risk identification procedures and control processes implemented by the Management and reported its findings to the Audit Committee at the Audit Committee Meetings. The Audit Committee reviewed the assurance procedure and presented its findings to the Board. A broad mix of review techniques was used to obtain a high level of assurance on the adequacy and integrity of the Group's financial, operational and compliance controls as well as risk assessment and management. A comprehensive report on the Group's financial information, which includes key performance and risk indicators, is also presented to the Board on a regular basis. STATEMENT ON GOING CONCERN After conducting due and reasonable enquiry into the affairs of the Company, the Board firmly believes that the Company shall continue to operate as a going concern business in the foreseeable future. 22

25 Clear Progress & Clear Goals 23

26 Chairman s Statement With clarity and commitment, Puncak Niaga will not only continue to be a leader in the water services industry, but will also continue to support and participate in those programmes and activities aimed at uplifting the nation s growth in line with the aspirations of Vision TAN SRI ROZALI ISMAIL Executive Chairman 24

27 2000 saw both profitability and productivity gains for the Group, as well as recognition from a respected and diverse array of industry professionals and specialists also brought new challenges as well as a renewed commitment to meet those challenges. It was a time which required both decisive leadership and careful consensus; of aggressively seizing new opportunities, while prudently foregoing others. View from the Klang Gates Dam. The year has once more demonstrated that Puncak Niaga s commitment to sound corporate governance, due diligence, accountability, integrity and transparency has become an innate and integral component of how we conduct our business. Furthermore, by our deeds and by our example, we hope to help accelerate the revitalisation and resurgence of corporate growth in Malaysia, and to spearhead a new era of productivity, competitiveness and innovation. Introduction The year 2000 marks yet another milestone of growth and achievement for the Group. It was, first and foremost, a year defined by the expansion and completion of major projects undertaken by our wholly-owned subsidiary, Puncak Niaga (M) Sdn Bhd (PNSB), which further enhanced our operational and organisational capabilities and consolidated the Group's position for further growth. These objectives, along with our Corporate Vision To Be The Leading And Dynamic Integrated Water Services Company In Malaysia, will require both a clarity of purpose and a firm commitment to reach well-defined goals. Clarity and commitment can define us on a multiplicity of levels, from the clarity of our end-product, to our management practices and philosophy, and how we are perceived by the regulatory authorities, industry professionals, our partners, our shareholders and the investors at large. With clarity and commitment, Puncak Niaga will not only continue to be a leader in the water services industry, but will also continue to support and participate in those programmes and activities aimed at uplifting the nation s growth in line with the aspirations of Vision

28 SSP2 Administration Building. Expanding to Meet Needs and Obligations The past year saw an increase in PNSB s total water production at the 29 water treatment plants to over 775 million cubic meters, nearly 6% higher than 1999, thus enabling us to meet the growing water demands of the consumers in Selangor Darul Ehsan and the Federal Territories of Kuala Lumpur and Putrajaya. Thanks to the efforts and dedication of our Puncak Niaga team, I am also pleased to report that 2000 saw the realisation of two significant operational objectives. The first was the completion of the Sungai Selangor Phase 2 Stage 2 Water Supply Scheme (SSP2-S2) in December 2000, which has already resulted in an additional supply capacity of 475 MLD since going online in January Significantly, SSP2-S2 was completed one full year ahead of schedule, further demonstrating PNSB s capability in the construction and management of large-scale water supply projects. Second was the completion, also in December 2000, of the final portion of work entrusted by the Selangor State Government under the SSP2 Stage 1 Water Distribution Supply System (DSS1), comprised primarily of the Bukit Gasing complex. This has further boosted the distribution of water supply by the Jabatan Bekalan Air Selangor to the northwest section of Klang Valley. These accomplishments are indicative of our technical and professional excellence. It also demonstrates our commitment in fulfilling all our obligations both to the Selangor State Government and to our business partners. New Challenges, New Opportunities The Group continued to actively explore and pursue new business opportunities in its core business in The Company was honoured by the Federal and Selangor State Governments invitation in early 2000 to participate in the Sungai Selangor Water Supply Scheme Phase 3 (SSP3) project via a 25% proposed equity stake in Syarikat Pengeluar Air Sungai Selangor Sdn Bhd (SPLASH). The 30-year concession agreement calls for the construction of a new RM2.17 billion water supply scheme, including one dam along Sg Selangor near Kuala Kubu Bahru, and two WTPs, one each at Rasa and one at Bukit Badong. Following a year of extensive negotiations with the other members of SPLASH, it was concluded that the terms of the Company s participation in SPLASH were not in the best interests of our shareholders. After careful deliberation, the Company made the decision on 15 January 2001 not to accept the proposed equity stake of 25% in SPLASH. 26

29 Notwithstanding the above development, PNHB, in keeping with our long-term growth strategy to seek lucrative new national and regional water projects, continued in our business development efforts and on 20 December 2000, PNHB entered into a Memorandum of Understanding with several parties to participate in a 30% equity stake in NS Water Konsortium Sdn Bhd, which has been granted the exclusive right by the State Government of Negeri Sembilan to undertake the proposed privatisation of Jabatan Bekalan Air Negeri Sembilan (JBANS). Negotiations for the proposed privatisation concession are continuing into mid-2001, and I can assure you the Company will proceed with utmost diligence and prudence to ensure that our shareholders interests are fully protected at all times. Our Group will continue to target other viable water supplyrelated projects in Malaysia and beyond, as part of our business expansion programme. Meeting Our Quality and Good Corporate Governance Goals Given its relatively brief track record as a public-listed company, PNHB has nevertheless grown to become a role model of good corporate governance, transparency, accountability and integrity for all public-listed companies in Malaysia. Recognition of this first came in 1999, when the Company received the National Annual Corporate Report Awards (NACRA) Industry Excellence Award for the Construction & Infrastructure Project Companies category, which honours high standards in the preparation, presentation and reporting of annual reports. It gives me great pleasure to report that PNHB garnered the prestigious NACRA Industry Excellence Award for the Construction & Infrastructure Project Companies category once again in the year The Company earned further distinction, again for practising exemplary corporate governance, as the proud recipient of the inaugural KLSE Corporate Excellence Award 2000 for Main Board Companies and the KLSE Corporate Sectoral Award 2000 for Main Board Infrastructure Project Companies on 12 October I would like to thank the Management and employees of Puncak Niaga for being instrumental in affirming the Company s leadership position as the standard bearer for excellence in corporate governance for publiclisted companies in Malaysia. We will continue to strive towards and set ever higher standards of excellence in optimising the framework of our business conduct in 2001 and beyond. It is extremely gratifying to know that the structures and processes conducive to a transparent corporate environment were already in place at PNHB in accordance with the rules, principles and guidelines first set forth by the Malaysian Code on Corporate Governance in March Puncak Niaga s commitment to excellence in the area of quality control, safety and operations management has been equally rigorous, as evidenced by SSP2 being awarded certification of ISO 9002 Management System by Lloyd s Register Quality Assurance Limited on 10 May In July 2000, two SSP2 teams won the Silver Award in the Quality Control Circle Convention for Central Region, which was sponsored by the National Productivity Centre. Signing of MOU on PNHB s participation in NS Water Konsortium Sdn Bhd. 27

30 Stage 1 later went on to receive a Gold Award in August 2000 as part of the Occupational Safety and Health Award (OSHA) Competition organised by the Malaysian Society of Occupational Safety & Health Financial Summary During the year, the Sg Langat, Bernam River Headworks and Bukit Nanas WTPs all obtained ISO 9002 certification for good quality system in operation and maintenance of WTPs. SSP2 won yet another Occupational Safety Award, the 2nd First Aid Competition in the Industrial Sector category, on 16 October While honoured by such recognition, we certainly do not intend to rest on our laurels. On 7 February 2001, the Board of Directors gave approval for a corporate taskforce to look into the implementation of ISO 9001:2000 certification for the Corporate Head Office. Our next goal is to achieve certification of the prestigious Integrated Management System (IMS) standard which will encompass elements of ISO 9002, OSHA (Safety) and Environmental Management System (EMS). Financial Summary I am pleased to inform you that the Group posted another profitable year, achieving a profit after taxation of RM91,224,907, on a turnover of RM350,564,235 for the year ended 31 December This compares with a turnover of RM347,472,486 for 1999, and a profit after taxation of RM98,971,517 for that year. The 8% decrease in profit over the previous year was attributable first to higher operating and maintenance costs for the SSP2 facility, in line with an increase in actual volume of water treated, and second, to financing costs in connection with new borrowing facilities secured by the Group during the year Financial Highlights Chart Revenue (RM) Net Profit Attributable to Shareholders (RM) Retained Earnings (RM) 347,472,486 98,971, ,240, ,564,235 91,224, ,459,624 Corporate Proposals During the year 2000, the Company had successfully implemented the Composite Issue comprising:- (a) (b) Bonus Issue of 125,000,000 new ordinary shares of RM1.00 each on the basis of one (1) new ordinary share for every two (2) existing ordinary shares (Bonus Issue); and Rights Issue of 62,500,000 new ordinary shares of RM1.00 each on the basis of one (1) new ordinary share for every four (4) existing shares held in the Company at an issue price of RM1.50 per share (Rights Issue). The Composite Issue was completed on 18 October 2000 with the listing and quotation of the shares arising from the Rights Issue. Accordingly, the share capital of the Company has been enlarged to RM437,500,000 from RM250,000,000 the previous year. The proceeds of RM93,750,000 arising from the Proposed Rights Issue were substantially utilised to repay the RM140 million bridging loan which was taken prior to the completion of the Rights Issue in view of the urgent need to fund the remainder of SSP2-S2. 28

31 In the last quarter of 2000, PNSB has undertaken a refinancing exercise of its existing borrowings to lock in funds at predetermined fixed interest rates. In conjunction with the refinancing exercise, PNSB has also secured a RM350,000,000 Al- Murabahah Commercial Paper/Medium Term Notes to cater for the Group s future expansion into new water-related projects. On 22 December 2000, the Company announced yet another Corporate Proposal, comprising:- (a) (b) (c) a proposed renounceable rights issue of RM546,875,000 nominal value 15-year redeemable unconvertible junior notes ( RUN ) with 109,375,000 free detachable warrants ( Warrants ) at an issue price of RM0.322 per RM1.00 nominal value of RUN payable in full upon acceptance on the basis of RM5.00 nominal value of RUN with one (1) free Warrant for every four (4) existing ordinary shares of RM1.00 each held in the Company ( Proposed RUN Issue ); a proposed employees share option scheme for eligible employees and Executive Directors of the Company and its subsidiaries ( Proposed ESOS ); and a proposed increase in the authorised share capital of the Company from RM500,000,000 comprising 500,000,000 ordinary shares of RM1.00 each to RM1,000,000,000 comprising 1,000,000,000 ordinary shares of RM1.00 each. The Proposed RUN Issue is an integral part of the Group s refinancing exercise to reprofile its financing structure. With the Proposed RUN Issue, the shareholders are given the opportunity to build on the existing relationship with the Group and take part in the long-term growth potential and prospects of the Group. We are extremely enthusiastic about our proposed ESOS and confident of its long-term success, as we feel it will foster a stronger sense of participation by our employees in the Group s growth, as well as boosting loyalty and commitment amongst our employees. The above proposals are expected to be completed by the second half of 2001, at which point the Group would have concluded its overall refinancing exercise and taken on new investments in water-related projects. PNSB s Executive Chairman (right) and Executive Vice Chairman at the signing ceremony of PNSB s refinancing exercise. Water Industry Trends and Developments PNSB s operations are based in the State of Selangor Darul Ehsan and the Federal Territories of Kuala Lumpur and Putrajaya, which comprise Malaysia s largest urban centre, as well as the nation s economic and industrial locus. The area s current population of 5,545,300 is expected to increase almost 10% by The area contains roughly two-thirds of the country s total business and manufacturing base, which contributes a proportionate amount of the nation s total output of goods and services. 29

32 Current water consumption in the State of Selangor Darul Ehsan and the Federal Territories of Kuala Lumpur and Putrajaya is estimated to be 2,900 MLD. Residential consumption accounts for 57% of the total, while industrial and commercial account for about 34% and the remaining 9% for other uses. The supply of treated water is currently made via 31 WTPs with a combined designed capacity of 2,947 MLD. With the completion of SSP2-S2 by PNSB, this capacity has increased to 3,422 MLD as of early The latest demand study has projected that treated water demand is likely to hit 3,375 MLD by 2005, and 5,085 MLD by The growing concentration of industries operating within the aforesaid areas, population growth within and migration to the State of Selangor Darul Ehsan and the Federal Territories of Kuala Lumpur and Putrajaya, and a steady increase in the demand for water, are all expected in tandem with national economic growth. Coupled with the improvement in infrastructure and the development of surrounding areas, namely Sepang and the government administrative centre at Putrajaya, the demand for water is expected to continue on its uptrend. Concurrently for producers, these trends will raise operational expenditure for existing facilities and infrastructure to provide adequate potable water. Treatment processing costs overall have risen due to increased levels of contaminants and impurities in existing water sources. The cost of new treatment, retention, distribution and other infrastructure facilities (and with them the requisite new technologies) will also rise steadily. And with increased water requirements, new water sources will largely have to be located and transported at greater distances to reach end-users, thereby further impacting costs. SSP2 Intake Plant. At the consumers end, environmental initiatives must continue on track, by educating the public and industry to use water wisely and not to pollute valuable water resources. Not merely is this an environmental agenda, but a political and economic one as well. Consumers today pay on average around 80 sen per cubic metre, or less than half the RM1.80 of the actual production cost for supplying water for the same amount. The current system has provided limited incentive for consumers to reduce their water wastage. An adjustment in the water tariff corresponds with the rising cost of water treatment and the maintenance of water treatment facilities. The increase in water tariff will encourage more efficient management and utilisation of available water resources. The Selangor State Government has already taken the first step in addressing this anomaly. To more accurately reflect economic realities and to institute a more conservation-oriented, use more, pay more approach, the Selangor State Government announced in February 2001 that higher tariff rate hikes in the State of Selangor Darul Ehsan and the Federal Territories of Kuala Lumpur and Putrajaya will take effect by April

33 PNSB will also maintain its leadership position in water conservation, water management and in environmental education. Though less tangible or quantifiable, the efficacy of these efforts will have the most lasting impact of all, not only for us, but for future generations to come. SSP2 Intake Plant and Raw Water Pumping Station. Prospects The water industry, with its high barriers to entry due to the intensive capital requirement and the fact that water has no substitute, will allow operators to maintain their monopoly position. The entire water industry in the State of Selangor Darul Ehsan and the Federal Territories of Kuala Lumpur and Putrajaya is dominated by four operators, namely, PNSB (operator of SSP2, Wangsa Maju, and the other 26 WTPs with an aggregate designed capacity of 1,902 MLD); SPLASH (operator of SSP1 with a designed capacity of 950 MLD), Taliworks Consortium (operator of Sungai Sireh WTP with a designed capacity of 27 MLD); and Konsortium ABASS Sdn Bhd (operator of Sg Semenyih WTP with a designed capacity of 545 MLD). From these statistics, it can be seen that PNSB continues to be the industry leader, alone accounting for over half of the combined designed capacity of the aforesaid operators. Having staged an impressive recovery in 2000, the Malaysian economy is projected to post a respectable 3% to 5% annual growth in As the country continues to achieve sustained growth, it has also enacted broad institutional reforms to enhance transparency and corporate governance and stimulate competitiveness and innovation. Therefore, we can expect growth to accelerate in the next few years. Puncak Niaga will continue to do its part to help speed this revitalisation. A healthy economic environment, one conducive to growth, and a healthy and productive population enjoying a high standard of living, both require a safe, reliable, and ample source of potable water, on demand. Clarity and commitment environmental, managerial, operational and strategic accurately reflects Puncak Niaga s strength as a successful, responsible and forward-thinking company, as we strive to optimally balance the needs of the consumer, the shareholders, the nation and the environment. PNSB s actual market share of 72.3% for the year 2000 is an even higher percentage, compared with 62% market share in The Company will continue to be the nation s leader in this industry, and we remain confident that we will achieve an even larger presence as new markets within the region are explored. The proposed privatisation exercise in the State of Negeri Sembilan is one of several promising initiatives in Malaysia and beyond. 31

34 Bukit Nanas WTP. Acknowledgements On behalf of the Board of Directors of Puncak Niaga, I would like to thank our valued shareholders, customer and end-users for their continued trust and support. Let me also express my heartfelt gratitude to our Management and employees for their outstanding contributions in 2000 and for their skill, dedication and teamwork in making our Company a leader not only in our industry, but a role model of corporate efficiency, dynamism and innovation. Your undivided commitment, energy and enthusiasm are vital to ensuring the Group s continued success. And finally, thank you to our strategic and financial partners, and to the relevant governmental authorities and agencies and the non-governmental organisations. TAN SRI ROZALI ISMAIL Executive Chairman No. Water Treatment Plant Capacity (MLD) 01 Sungai Langat Bukit Nanas Sungai Batu Batang Kali Ampang Intake Sungai Rangkap Cheras Mile Sungai Rumput Gombak Bukit Tampoi Salak Tinggi North Hummock Kepong Sungai Serai Rantau Panjang Bernam River Headworks Sungai Dusun Sungai Selisek Sungai Tengi Kalumpang Kuala Kubu Bahru Sungai Buaya Sungai Kroh Sungai Pangsoon Sungai Pusu Sungai Lolo Wangsa Maju SSP April

35 Location of Water Treatment Plants and Dams Sabak Bernam Kuala Selangor Klang Gombak Federal Territory Petaling Putrajaya Hulu Langat Kuala Langat Hulu Selangor Sepang Water treatment plant Dam Tasik Subang Klang Gates Sg Langat A Delicate Balance of Needs 33

36 From left to right: YBhg Dato Hari Narayanan Govindasamy, Encik Abdul Majid Abdul Karim From left to right: Madam Tan Bee Lian, YB Dato Seri Dr Ting Chew Peh Board of Directors Standing: Encik Mat Hairi Ismail From left to right: Ir Lee Miang Koi, YM Raja Azhar Raja Ismail 3 YM Raja Azhar Raja Ismail Executive Director, Operations Division 4 Encik Mat Hairi Ismail Executive Director, Finance Division 5 Ir Lee Miang Koi Executive Director, Project & Business Development Division 6 Encik Abdul Majid Abdul Karim Independent Non-Executive Director 7 YBhg Dato Hari Narayanan Govindasamy Independent Non-Executive Director 8 YB Dato Seri Dr Ting Chew Peh Independent Non-Executive Director 9 Madam Tan Bee Lian Group Company Secretary/ General Manager, Secretarial Encik Ruslan Hassan 1 YBhg Tan Sri Rozali Ismail Executive Chairman 2 Encik Ruslan Hassan Executive Vice Chairman and Executive Director, Corporate Affairs Division 34 YBhg Tan Sri Rozali Ismail

37 1. YBhg Tan Sri Rozali Ismail, aged 44, Malaysian Executive Chairman YBhg Tan Sri Rozali is the founder of PNSB, its Executive Chairman and a substantial shareholder of PNHB. He was appointed to the PNHB Board on 24 April Upon obtaining a Bachelor of Laws Degree from the University of Malaya in 1981, he began his career as Legal Advisor at the Urban Development Authority (UDA) for a period of 5 years before he joined Bank Islam (M) Berhad. Together with a few pioneer bank staff, YBhg Tan Sri Rozali conceptualised the first institution of Islamic banking in Malaysia. Subsequently, he started his own legal practice as an Advocate & Solicitor for 7 years, specialising in corporate, property and banking work. In 1989, YBhg Tan Sri Rozali set up a family company and embarked into the property development sector, with involvement in several development projects in the Klang Valley, Kuantan and Johor. Under the banner of Puncak Alam Housing Sdn. Bhd. (formerly known as Bukit Cerakah Development Sdn Bhd), he is now actively developing a new township known as Bandar Baru Puncak Alam. The family company also ventured into the utility business in 1989 with the setting up of PNSB. Due to his vast experience in various fields, he was entrusted by the Selangor State Government, via PNSB, to manage the water treatment plants for the whole of Selangor and the Federal Territory of Kuala Lumpur. PNHB was subsequently incorporated in 1997 as the holding company of PNSB and was listed on the Main Board of Kuala Lumpur Stock Exchange on 8 July Currently, YBhg Tan Sri Rozali is the Executive Chairman and substantial shareholder of U-Wood Holdings Berhad, a Main Board company which is developing Bandar Puncak Perdana, a 243-hectare mixed development project located near the Sultan Abdul Aziz Shah Airport. He is also the Executive Chairman and substantial shareholder of WWE Holdings Bhd, a Second Board company which is involved in the provision of integrated water and wastewater engineering services for both the residential and industrial sectors in Malaysia. He also sits on the Board of other private companies. YBhg Tan Sri Rozali is related to another PNHB Director, En Mat Hairi Ismail (his brother) who serves as PNHB s Executive Director, Finance Division. 2. Encik Ruslan Hassan, aged 45, Malaysian Executive Vice Chairman and Executive Director, Corporate Affairs Division En Ruslan joined PNSB on 1 November 1995 as Head of Corporate Affairs Division. His appointments to date are to the PNSB Board on 26 December 1996, to the Board of Directors of PNHB on 24 April 1997 and as the Executive Vice Chairman of PNHB on 6 April After obtaining a Bachelor of Laws Degree from the University of Malaya in 1981, he began his career as a Legal Advisor in Esso Production Malaysia Inc. In 1985 he joined Pernas Sime Darby Holdings Sdn Bhd as their Group Legal Advisor/Company Secretary. En Ruslan has 6 years experience as an advocate and solicitor. In 1993 he joined Rashid Hussain Berhad (RHB) as Corporate Affairs Senior General Manager and Executive Committee Member. En Ruslan is currently a Director of RHB and Rashid Hussain Securities Sdn Bhd. He also sits on the Audit Committee of both companies and the Board of other private companies. 3. YM Raja Azhar Raja Ismail, aged 40, Malaysian Executive Director, Operations Division A Director of PNSB since 17 March 1994, YM Raja Azhar was appointed to the PNHB Board on 24 April He obtained an Advanced Diploma in Business Management from the Institute of Commercial Management, United Kingdom. As the Executive Director of the Operations Division, his responsibilities are focused on the maintenance and management of all water treatment plants under the PCCA signed with the Selangor State Government and development of the SSP2 project under the CCOA. Previously, he was a Loan Executive for Malaysia Building Society Berhad ( ), Manager of Credit and Marketing for DCB Leasing Sdn Bhd ( ) and Director/General Manager of Aliran Resources (M) Sdn Bhd ( ). YM Raja Azhar is also a director of a number of private companies. 35

38 4. Encik Mat Hairi Ismail, aged 39, Malaysian Executive Director, Finance Division Appointed to the PNSB Board on 24 May 1994 and then to the PNHB Board on 24 April 1997, En Mat Hairi is the Executive Director, Finance Division and also a member of PNHB s Audit Committee. He graduated from Universiti Kebangsaan Malaysia in 1985 with a Bachelor in Accounting (Hons) Degree. In 1985, he started his career as an Accountant at the Accountant General s Office in Labuan, and from 1989 to 1992 he served at the Malaysian High Commission in London. His last appointment was with the Langkawi Development Authority (LADA) ( ) before joining PNSB. En Mat Hairi is an Executive Director and substantial shareholder of U-Wood Holdings Berhad, a Main Board company, and WWE Holdings Bhd, a Second Board company. He also sits on the Board of other private companies. En Mat Hairi is related to a Director/ substantial shareholder of PNHB, YBhg Tan Sri Rozali Ismail (his brother) who is the Executive Chairman of PNHB. 5. Ir Lee Miang Koi, aged 47, Malaysian Executive Director, Project & Business Development Division Ir Lee joined PNSB in 1995 and is responsible for all aspects of project management and business development for new water supply projects. Ir Lee was appointed as a Director of PNSB on 2 February 1999 and subsequently to the Board of PNHB on 1 September He graduated as a civil engineer from University of Technology Malaysia in 1978 and in 1989 obtained a Masters Degree in Engineering majoring in water supply engineering from the Asian Institute of Technology in Bangkok. Ir Lee has 23 years experience in the water supply sector and has held various positions during his tenure with the Public Works Department as well as the Waterworks Department in Malaysia, especially in the field of water supply services. He was a Senior Executive Engineer in the Design and Planning Department in the Public Works Department Headquarters and also Director of the Negeri Sembilan Waterworks Department (PWD). He left PWD in 1991 to join Ranhill Bersekutu Sdn Bhd, holding positions from Senior Engineer to Vice President. Ir Lee is also a director of other private companies within the PNHB Group. 6. Encik Abdul Majid Abdul Karim, aged 42, Malaysian Independent Non-Executive Director A PNSB Director since 17 March 1994, En Abdul Majid was appointed to the PNHB Board on 24 April 1997 as an Independent Non-Executive Director. He is the Chairman of PNHB s Audit Committee. He obtained a Bachelor of Science (Hons) Degree in Civil Engineering from the University of Glasgow, United Kingdom in He began his career as a Technical Assistant with the Urban Development Authority (UDA) ( ), as Property Executive at Boustead Holdings Berhad ( ) and subsequently as Sales Engineer at UAC Berhad ( ). En Abdul Majid also sits on the Board of other private companies. 7. YBhg Dato Hari Narayanan Govindasamy, aged 51, Malaysian Independent Non-Executive Director YBhg Dato Hari was appointed to the Board of PNHB on 1 July He is also a member of PNHB s Audit Committee. He holds a Bachelors Degree in Electrical and Electronics Engineering from the Polytechnic of Newcastle-upon-Tyne. He is a member of the Institute of Engineers, Malaysia, a Registered Professional Engineer with the Board of Engineers, Malaysia and a Director of the Malaysian Highway Board. He also serves as a Director of Tenaga Nasional Berhad, SP Setia Berhad and other private companies. 36

39 8. YB Dato Seri Dr Ting Chew Peh, aged 58, Malaysian Independent Non-Executive Director YB Dato Seri Dr Ting joined PNHB on 15 July 2000 as an Independent Non-Executive Director and a member of the Audit Committee. He graduated with a Bachelor of Arts Degree from the University of Malaya in 1970 and obtained a Master of Science from the University of London in He also holds a Doctorate in Philosophy which he obtained from the University of Warwick in YB Dato Seri Dr Ting started his career as a lecturer in the Faculty of Humanities and Social Science, National University of Malaysia from 1974 to 1980 and was subsequently an Associate Professor of the said Faculty until Between 1979 to 1986, YB Dato Seri Dr Ting published two books entitled Konsep Asas Sosiologi and Hubungan Ras dan Etnik. In 1987, YB Dato Seri Dr Ting ventured into politics with his election as a Member of Parliament for the Gopeng constituency, which he holds until today. He previously served as Parliamentary Secretary of the Ministry of Health ( ), Deputy Minister of the Prime Minister s Department ( ) and Minister of Housing and Local Government ( ). Currently he is the Secretary-General of the Malaysian Chinese Association (MCA) and the Chairman of the Port Klang Authority. He also sits on the Board of Pan Malaysian Capital Berhad, a Main Board company and PM Securities Sdn Bhd. The Board of Puncak Niaga pose with some of the awards won by the Company in

40 Senior Management 1 Encik Ibrahim Ismail Executive Director, Human Resources and Administration Division 2 Encik Azizul Nizam Bidin Executive Director, Puncak Seri (M) Sdn Bhd 3 Tuan Syed Danial Syed Ariffin General Manager, Operation I 4 Encik Usman Ali Mustaffa General Manager, Executive Vice Chairman s Office Special Projects 5 Madam Chan Siew Meei General Manager, Legal 6 Ir Loh Kit Mun General Manager, Operation II 7 Ir Beh Men Huat General Manager, Project Management 8 Encik Sonari Solor General Manager, Internal Audit 9 Madam Tan Bee Lian Group Company Secretary/ General Manager, Secretarial 10 Mr Ng Wah Tar General Manager, Finance & Accounts

41 39

42 1 Encik Ibrahim Ismail, aged 44, Malaysian Executive Director, Human Resources and Administration Division En Ibrahim joined PNSB in April 1997 as General Manager of the Corporate Affairs Division and was promoted to Executive Director of Human Resources and Administration Division on 1 March He graduated with a Bachelor of Laws Degree in 1981 from the University of Malaya and holds a Master of Laws Degree obtained in 1989 from the University of London. Previously, he was in private practice and was also the Dean for the Faculty of Law at Universiti Kebangsaan Malaysia ( ). He served with Petronas as Senior Legal Counsel in its Gas Division ( ) and Senior Manager for the Market Development Department of Malaysia LNG Tiga Sdn Bhd ( ). He has 20 years experience in various aspects of litigation, conveyancing and corporate work. 2 Encik Azizul Nizam Bidin, aged 33, Malaysian Executive Director, Puncak Seri (M) Sdn Bhd En Azizul was appointed Executive Director of Puncak Seri (M) Sdn Bhd, a wholly-owned subsidiary of PNHB on 24 September He holds a Diploma in Hotel Management from Stamford College and a Diploma in Management from the Malaysian Institute of Management (MIM). He has more than 9 years management and entrepreneurial experience in diversified operations gained from various ventures and collaboration with foreign companies in setting up local services that provide the vision and exposure for personal career development. 3 Tuan Syed Danial Syed Ariffin, aged 43, Malaysian General Manager, Operation I Tn Syed Danial graduated in 1981 with a BSc. (Hons) Degree in Civil Engineering from University of Aston, Birmingham, United Kingdom. He joined PNSB in December 1995 as Manager of the Operations Department. Between 1997 to 1999, Tn Syed Danial was promoted twice, i.e. Senior Manager in 1997 and Assistant General Manager, Operation I in Recently, in January 2001, Tn Syed Danial was further promoted to his current position and concurrently assumes dual responsibility as the Plant Manager of Sg Selangor Phase 2 WTP. Prior to joining PNSB, he has worked with the Pahang Public Works Department for 10 years, holding positions from Project Engineer ( ) to District Engineer for Cameron Highlands ( ) and the Selangor Water Works Department between 1991 to 1995 whereby he was the Senior Project Engineer overseeing the construction of the Sg Selangor Phase 1 Project. 4 Encik Usman Ali Mustaffa, aged 42, Malaysian General Manager, Executive Vice Chairman s Office Special Projects En Usman joined PNSB in March 2001 as General Manager, Executive Vice Chairman s Office Special Projects. He oversees and coordinates new projects undertaken by the Company. En Usman is a fellow member of The Chartered Association of Certified Accountants (UK) by profession and is also a member of the Malaysian Institute of Accountants (MIA). During his 17 years of service, he spent 5 years in an audit firm. He joined Malaysia Airlines in 1988 as an Accountant, and was later promoted to Senior Accountant. In 1992, he joined EPE Power Corporation Berhad as a Finance Manager and was mainly responsible for the listing of the company on the Kuala Lumpur Stock Exchange in He was promoted to Senior Manager (Finance) and subsequently joined American MNC as Regional Financial Controller in 1993 where he was in charge of the financial affairs of the company for the Asia-Pacific region. 40

43 5 Madam Chan Siew Meei, aged 44, Malaysian General Manager, Legal Mdm Chan joined PNSB in May 1998 as General Manager, Legal. She obtained her Bachelor of Laws Degree from the University of Malaya in During the course of her 20 year career, Mdm Chan has served as an advocate and solicitor, lecturer, company secretary and as legal adviser to two public-listed companies. Her employment portfolio covers very diverse activities ranging from the timber and plantation sectors to engineering, property and manufacturing. As such, apart from her legal and corporate duties, she has attained considerable experience in administration, human resources and company secretarial work. 6 Ir Loh Kit Mun, aged 47, Malaysian General Manager, Operation II Ir Loh joined PNSB in April 1998 and oversees the operation, maintenance and rehabilitation of 26 WTPs, contract supervision, dam operations, water resources and environmental issues. Upon graduation from the University of Malaya with a Bachelor of Civil Engineering Degree in 1978, he worked as an engineer with the Drainage and Irrigation Department ( ). Then he served as Chief Engineer (last designation) at SMHB Sdn Bhd ( ), Associate at Ranhill Bersekutu Sdn Bhd ( ) and General Manager (Infrastructure) of KL Linear City Sdn Bhd ( ). His 22 years of working experience covers areas pertaining to irrigation drainage, hydrology, water resources and supply, design and construction of dams, river engineering, drainage and flood mitigation, infrastructure development, environmental assessment, management of engineering projects and operation of WTPs. 7 Ir Beh Men Huat, aged 45, Malaysian General Manager, Project Management Ir Beh joined PNSB in February 1996 as Manager of the Business Development Department. He is now the General Manager, Project Management. He graduated in 1982 with a BSc Degree in Civil Engineering from University Strathclyde, Scotland. Prior to joining PNSB, he worked with the Public Works Department and Lembaga Air Perak. His 18 years of working experience cover areas pertaining to project management and water supply operation and management. 41

44 8 Encik Sonari Solor, aged 44, Malaysian General Manager, Internal Audit En Sonari has more than 10 years experience in auditing and accountancy in public-listed companies dealing in property development, manufacturing, timber and consultancy services. He is a fellow member of The Chartered Association of Certified Accountants (UK) and also holds a professional qualification from The Chartered Institute of Management Accountants (UK). Prior to joining PNSB in 1998, he served as Group Divisional Chief, Internal and Management Audit of Land & General Berhad, Chief Operating Officer of Sepakat Computer Consultants Sdn Bhd, Audit Manager of DMIB Berhad and Accountant of Utusan Melayu Berhad. 9 Madam Tan Bee Lian, aged 35, Malaysian Group Company Secretary/ General Manager, Secretarial Mdm Tan has more than 12 years corporate secretarial experience in both private and public-listed companies. She has been with the PNHB Group for more than 6 years and was involved in the successful listing of PNHB on the Main Board of the Kuala Lumpur Stock Exchange on 8 July She joined PNSB in November 1994 as Company Secretary, was promoted to Group Company Secretary in January 1998 and was further promoted to General Manager, Secretarial, in March She is a graduate of the Institute of Chartered Secretaries and Administrators (ICSA) and attained associateship in Prior to joining PNSB, she worked in the Secretarial & Legal Department of Project Lebuhraya Utara-Selatan Berhad (PLUS) and was the Assistant Company Secretary of Metramac Corporation Sdn Bhd/Metacorp Berhad, a company listed on the Second Board of Kuala Lumpur Stock Exchange. In November 2000, Mdm Tan was awarded the ROC-MAICSA Company Secretary Award 2000 Runner-Up for the Listed Company Category in recognition of her excellence, competence and professionalism as a Chartered Secretary. 10 Mr Ng Wah Tar, aged 37, Malaysian General Manager, Finance & Accounts Mr Ng was articled with an accounting firm in He is a member of the Malaysian Institute of Accountants (MIA) and the Malaysian Association of Certified Public Accountants (MACPA). After spending 10 years in the accounting profession where he last served as Audit Manager for 3 years, he joined United Engineers (M) Berhad (UEM) as the Accountant of its Trading Division in He was subsequently promoted to Senior Manager, Finance in 1997 and then transferred to the Management Services Division overseeing the finance and accounting functions of UEM. After serving UEM for 6 years, he joined PNSB in March 2000 as General Manager, Finance & Accounts. 42

45 Operations Review PNSB engineer taking water sample for research at SSP2 WTP s Settling Tank. Water production for PNSB in the year 2000 totaled 767,766,258 cubic meters, compared with 732,119,000 cubic meters in 1999, an increase of 4.86%. This gain was attributed to both the increase in water demand and the Company's efficiency in operating its water treatment facilities above the designated designed capacity. SSP2 Stage 1 SSP2 Stage 1 continues to showcase the Company's high calibre of professionalism in water service operations and management. The plant, which has been running smoothly since its commissioning in July 1998, achieved its full capacity of 475 MLD in December On 10 May 2000, SSP2 WTP received ISO 9002 certification for the operation, maintenance and production of potable water from the internationally acclaimed ISO certification body, Lloyd's Register Quality Assurance. During the year, SSP2 WTP garnered several awards and accolades, both in productivity and areas of safety & health. These achievements, which demonstrated the management's speed and ability in achieving optimal performance, are all the more noteworthy in light of the facility's short period on-line. SSP2 Stage 2 Construction of SSP2 Stage 2 was completed on 22 December 2000 and the plant became operational on 1 January SSP2 Stage 2 opened a full year ahead of its scheduled completion date of 31 December The early completion of SSP2 Stage 2 and its subsequent supply of water to JBAS are significant as it allows PNSB to enjoy the benefit of the step-up for bulk supply rate and fixed payment under the CCOA at an earlier date. SSP2 Stage 2 augments water supply to areas in Kuala Lumpur, Petaling Jaya, Gombak, Shah Alam and Klang. The combined production of SSP2 Stage 1 and Stage 2 (based on actual demand), as at March 2001 stands at an average of 503 MLD. 43

46 W Sungai Selangor Phase 2 Stage 1 Water Distribution Supply System (DSS1) On 12 December 2000, PNSB completed the last portion of works entrusted by the Selangor State Government under the DSS1 project at the Bukit Gasing pumping station and a reservoir at Sg Buloh. The Bukit Gasing works have significantly boosted the water supply capacity to Old Klang Road and the adjoining areas. Wangsa Maju WTP Open Day officiated by YBhg Dato Lee Lam Thye, Chairman of NIOSH. Wangsa Maju WTP Built on a fast-track approach by PNSB during the water crisis in 1998, the Wangsa Maju WTP, which supplies treated water to the Wangsa Maju area, has operated smoothly since its commissioning on 14 July The WTP has a production capacity of 45 MLD. However, the actual water demand for the year averaged at 34 MLD. The WTP was outfitted with a technologically advanced 'Dissolve Air Flotation System', which incorporates a sophisticated and highly efficient clarification process using micro-bubbles to separate flocs from clear water. This has enabled the WTP to produce high quality treated water. The success of this facility has been such that PNSB is currently documenting the WTP's operating procedure for ISO 9002 certification. To ensure successful accreditation, two significant appointments have been made: first, the Malaysian Institute of Quality Assurance Berhad (MIQA) has been named consultant and trainer for the certification programme, followed by Lloyd's appointment as the designated registrar. The ISO 9002 certification for Wangsa Maju WTP has been sucessfully acquired on 19 April Sg Semenyih WTP Managed and operated by PNSB since 4 May 1997 on a year-to-year renewal basis, the Sg Semenyih WTP consistently performed above its designed capacity of 545 MLD in 2000, averaging at an impressive 645 MLD. The WTP was handed back to the Selangor State Government on 2 January Sungai Selangor Phase 2 Stage 2 Water Distribution Supply System (DSS2) DSS2 was awarded to PNSB on 9 September 1999 by the Selangor State Government to augment water supply distribution to Klang and Kuala Lumpur. The DSS2 project is expected to be fully completed by June DSS2 will allow the conveyance of an additional 285 MLD of treated water from SSP2 to these demand areas. Operations of 27 WTPs under PCCA In 2000, the 27 WTPs under the PCCA achieved an aggregate production of 367,093,941 cubic meters or 16.5% above the designated quantity. Daily average production was 1 million cubic meters. To ensure a high level of performance at all WTPs, PNSB conducts regular plant assessments to monitor the level of maintenance, quality of operation and overall management of the WTPs. Monthly mechanical and electrical (M&E) breakdown reports and operation & maintenance (O&M) reports are generated for monitoring purposes mainly to highlight and improve on areas that require attention. Where necessary, the existing programmes will be expanded through the implementation of new procedures to enhance the respective WTPs' performance. Through this, the WTPs production capacity and level of maintenance are consistently monitored and maintained. SSP2 Treated Water Pumping Station. 44

47 On 2 August 2000, Ampang Impounding WTP was handed back to JBAS as the plant had not been operational since taken over by PNSB in At present, PNSB manages 26 WTPs under the PCCA. Refurbishment of WTPs under PCCA The purpose of the refurbishment programme is to repair, rehabilitate and upgrade the 27 WTPs so that the treated water produced meets the designated quality and quantity requirements of the PCCA. Under the PCCA, the Company is mandated to allocate RM150,000,000 towards the refurbishment works of the 27 WTPs. As at December 2000, 42 contracts amounting to RM105,640,000 have been completed under the programme, while another three contracts amounting to RM33,456,888 are expected to be completed by the first quarter of In addition, six new contracts totaling RM8,147,734 have been approved by JBAS for implementation. To date, the Company has expended RM million on the refurbishment works of the WTPs under the PCCA. Other proposed refurbishment works are being reviewed and prioritised. Dam Operations PNSB currently operates three dams: Sg Langat, Klang Gates and Tasik Subang. The annual rainfall in 2000 recorded an increase of 6.3% compared to 1999 are as follows:- The Malaysian Meteorological Services Department's forecast for 2001 predicts rainfall levels to remain at or above average. As such, the Company does not expect any water crisis due to shortages of raw water. The operation of the dams in relation to the release of raw water is regulated by the reservoir control curves. The reservoir control curves are implemented by the Company and aim to maximise water storage against supply at the dams. All dams are constantly monitored for structural integrity. Regular inspections of the surrounding topography and other activities are also conducted to protect against landslide formation, which could affect the safety of the dams. Business Development The Group continued to actively explore and pursue new business opportunities in water-related projects throughout the year In December 2000, PNHB was invited to participate in the proposed privatisation of the Jabatan Bekalan Air Negeri Sembilan with several parties through a 30% equity stake in the concession company, NS Water Konsortium Sdn Bhd During the year, PNHB also participated in several water-related infrastructure project tenders in other states. At present, the Company is awaiting the outcome of these tenders Catchment area size (sq km) Rainfall (mm) % increase/(decrease) compared to 1999 Storage level Sg Langat Klang Gates Tasik Subang SSP2 treated water pipeline (2100 mm diameter) to Matang Pagar Reservoir. 45

48 Crisis Management To enable the Company to respond effectively to any form of emergency, crisis or disaster occurring at the Head Office such as fire, strikes, or at the WTPs such as operation sabotage, major raw water violations and drought, the Crisis Management Procedure Plan and the WTP Emergency Response Plan are constantly reviewed and fine-tuned. Mock crisis drills incorporating elements of the Crisis Management Procedure Plan and WTP Emergency Response Plan continued to be carried out in 2000 to ensure that procedures and responsibilities are coordinated and refined and also to ascertain the level of preparedness of both the Head Office and WTP employees in facing and handling any unforeseen crisis events. Occupational Health and Safety (OHS) As part of its continuing effort to ensure effective practise of OHS at the workplace, two new safety and health committees were set up in 2000, i.e. the Corporate Safety & Health Committee and the Head Office Safety & Health Committee. These committees are given the responsibility to oversee, review and monitor all safety-related issues and to put in place the necessary policies so as to ensure that all issues on employees safety and health are addressed and protected at all times. The former OHS committee represents a steering committee which monitors the activities of other safety and health aspects at the Head Office, various WTPs and construction sites as required by the Occupational Safety and Health Act and Regulations SUNGAI SELANGOR RAW WATER PUMPING STATION (PHASE 2) BUKIT BADONG TREATMENT WORKS (PHASE 1) BUKIT MAYONG RESERVOIR BUKIT MAYONG RESERVOIR MATANG PAGAR RESERVOIR TREATED WATER PUMPING STATION LAM BEE ESTATE RESERVOIR SUNGAI SELANGOR WATER SUPPLY DISTRIBUTION SCHEMATIC BUKIT JELUTONG RESERVOIR BATU ARANG RESERVOIR BUKIT RAJA RESERVOIR MATANG PAGAR RESERVOIR SUNGAI BULOH RESERVOIR EFFINGHAM ESTATE RESERVOIR KEPONG ESTATE RESERVOIR BATU ESTATE RESERVOIR DUSUN KUBONG RESERVOIR BUKIT SENTUL RESERVOIR Chlorine leak safety drill at Sg Batu WTP. In a proactive move to raise the level of the employees' safety awareness, especially at the WTPs, the Company conducted safety drills on a regular basis. Some of the safety drills were conducted in collaboration with the relevant authorities including the Fire Brigade, Police and Hospital. In 2000, 13 safety drills took place at various WTPs. Upon completion of each safety drill, a post-mortem report is submitted to the Management for further evaluation. Weaknesses of the safety drill procedures are identified and refined accordingly. Information Technology The Company had successfully implemented the new financial system SAP R/3, now known as mysap.com, which began in April 2000 with the Financial, Logistic and Asset Management modules. The system went 'live' in November The Company plans to implement the Human Resources Management module by the second half of Apart from the on-going Intranet expansion of the Company's Integrated Office Automation System (PINTAS), to include more information such as historical data and departmental Intranet sites, the Company has also explored the deployment of a Supervisory Control And Data Acquisition (SCADA) based perimeter security system incorporating video surveillance for all WTPs and reservoirs, and the establishment of a WTP Supervisory Centre at the Head Office. BUKIT LIPAT KAJANG RESERVOIR Sg Selangor Water Supply Distribution Schematic Diagram. 46

49 The 'Kesatuan Eksekutif Syarikat Puncak Niaga (M) Sdn Bhd' (Executive Union) has also been recently established and recognised by the Company. SSP2 WTP Command Centre. Human Resources and Employee Relations The Company values the importance of its human resources towards ensuring the attainment of its Corporate Vision and Mission. Towards this end, the Management adheres to the principle that employees play a vital role in fulfilling the Company's aspirations. Hence, the Management actively promotes a resultsoriented work culture along with a strong esprit de corps amongst the employees. Besides fostering teamwork, it also encourages individual initiative and innovation. In the aspect of industrial relations, PNSB practises the 'smart partnership' concept between employer and employees through two recognised bodies, namely the Joint Consultative Committee (JCC), and Kesatuan Kakitangan Puncak Niaga (M) Sdn Bhd (Non-Executive Union). Through the effective leadership and cooperation of these two entities, employees' rights are protected. The careful cultivation of employee relations and employee empowerment grew in 2000 with the continued implementation of the Foster Parent Programme, whose objective is to establish a closer relationship and more effective two-way communication between Head Office and WTP employees. The Programme arranges for Head Office Management employees to visit the respective WTP or dam in order to get acquainted with the WTP employees. It also works to address problems and difficulties faced by the WTP employees and at the same time to update the WTP employees on the Company's progress. Indirectly, the Programme aims to strengthen and increase job performance and morale of the WTP employees. Employee Welfare The Proposed Employees Share Option Scheme (ESOS) for all eligible employees and Executive Directors of PNHB Group to be implemented upon approval of the relevant authorities will contribute significantly towards employee welfare and empowerment. The Proposed ESOS will enable eligible employees and the Executive Directors to participate in the future growth of the Group and serves as an incentive to employees to be more actively involved in the operations of the Group. At the same time, it gives the employees a greater sense of belonging so that they will be more motivated and productive in their work. JCC represents the executive employees of the WTPs and strives to forge a harmonious and mutually beneficial relationship between them and the Company. JCC helps to promote a conducive working environment for the executive employees of the WTPs by providing a forum for them to raise their views and ideas to the Company. The Company implements these views, where relevant. Recognition by the Company of the Non-Executive Union is vital to a smooth working relationship for both parties. PNSB is currently in the final stage of negotiations with the Non-Executive Union to conclude a Collective Agreement. It is hoped that this Collective Agreement will establish a new benchmark in employer/employee relations at PNSB. Year 2000 Family Day at Stadium Shah Alam. 47

50 Responding to the increased reports of sexual harassment in the workplace nationwide, the Company, as a concerned employer, formed a working committee to study the issue and to formulate a Policy on Sexual Harassment to be approved by the Board of Directors prior to implementation. Puncak Niaga s Sumbangan Saguhati Kepada Anak-anak Kakitangan Yang Berjaya Ke Institusi Pengajian Tinggi. The Human Resources Planning Committee, established since 1999, aims to provide equitable and unbiased appraisal of employees and to make fair employee performance ratings and employee remuneration recommendations to the Board. On another level, the Company cares for employees' welfare by providing a wide range of benefits and assistance as a reward for their commitment and dedication to the Company. This has taken the form of medical benefits and insurance coverage for the employees and their immediate family, car and housing interest subsidies benefit scheme, interest-free computer loans, education and personal loans. Collectively, these benefits constitute one of the most comprehensive and generous employee welfare programmes available in Malaysia. For the year 2000, the Company provided car and housing interest subsidies amounting to RM245,655 and extended a total of RM409,149 in interest-free education, computer and personal loans to its employees. Another platform for professional and personal engagement between the Management and the employees is the Kelab Sukan dan Kebajikan Puncak Niaga Kuala Lumpur (Puncak Niaga Sports Club). The Puncak Niaga Sports Club promotes interaction amongst all levels of employees by organising social, cultural and religious events as well as sports and outdoor activities such as fishing competitions, mountain climbing, etc. The Puncak Niaga Sports Club has also been instrumental in helping to meet the educational needs of the employees' children, both at the primary and secondary level, by playing an active role in gathering past year's examination questions and answers for distribution to the employees' children. Occasionally, the Puncak Niaga Sports Club will organise motivational talks, seminars and study trips for the employees' children. Training Training is an integral component to the Group's success. As such, the training strategies are multi-level, complementary and mutually supportive. Based on an analysis of the Company's needs, the training regimen is categorised into six core areas, namely:- Developmental Designed to enhance personal development while empowering attainment of the Company's core values, its vision and mission. Besides monetary aid, the Company also assists all PNSB engineer employees to obtain the Professional Engineer (IR) qualification by giving them the necessary exposure and training via a Professional Engineers Training Programme, thereby helping them to achieve their career goals as professionally qualified engineers. To ease travel and commuting hardships, as well as alleviating strains resulting from family separation, the Company has also constructed 'surau', staff quarters and community halls at several WTPs. Majlis Maulidul Rasul celebrations at Stadium Shah Alam. 48

51 Technical/functional Intended to improve skills and knowledge in areas directly related to daily job/task requirements. Management & leadership Aimed at improving participants' ability to manage others, lead groups, organise resources and processes and direct projects. Business Business tool-oriented programmes providing specific knowledge and process skills in order to perform a particular function. Multimedia Designed to provide greater proficiency in IT and computer-related skills. Career enhancement A platform to attain higher qualification in one's area of expertise, either on-the-job, or through formal certification. In its efforts to minimise skills gaps and improve core competencies among its employees, the Company has designed specific training interventions to enable the successful performance of these individuals in their jobs. Such programmes have produced tangible gains for the Company in terms of enhanced productivity and commitment. The Company is at the forefront of providing innovative employee training schemes. These include a broad range of inter-disciplinary programmes, whereby the employees are exposed to skills outside their immediate areas of expertise. This approach has increased the employees' competencies significantly. New employees, meanwhile, undergo a thorough induction and orientation programme to speed up assimilation with the Company's culture and working environment. Puncak Niaga s Executive Chairman presenting a paper at the Polmet 2000 Exposition at Shangri-La Hotel, K.L.. Training expenditure for 2000 totaled RM410,742, of which an estimated RM287,172 was spent for 30 inhouse programmes and RM123,570 for 79 external programmes. Employees who have attended external programmes are required to share their knowledge with their peers through the 'Saturday Encounter' sessions which also promote the employees' self-confidence in public speaking and presentation skills. As in the past, PNSB continued to play a prominent role on the world stage, sharing its expertise and technical know-how with its industry counterparts, governmental bodies and non-governmental organisations in During the year, the Company participated in several international seminars and conferences, including the China Business Summit 2000 in China, Asia-Europe Business Forum in Vienna, Malaysian-British Partnership in London, etc. The Company s Executive Chairman presented influential papers on the water privatisation industry in Malaysia at the following forums: Month Forum Title of Presentation Paper Mar Polmet 2000 Puncak Niaga's Experiences Exposition in as an Operator of a Privatised Kuala Lumpur Project May Water 2000 Direction of Water Supply Forum in Management & Development Kuala Lumpur In Malaysia A Private Sector s View In-house training session at Stadium Shah Alam. Nov 12th Lessons and Experiences of IWSA-ASPAC Ongoing Privatised Projects: Regional Case Study Malaysia Conference & Exhibition in Chiangmai, Thailand 49

52 Community Relations We believe that the most valuable contribution we can make is to educate and provide the resources needed by our community through programmes that promote the protection of the environment. That is why, besides contributions in monetary form, the Company, through its team of dedicated employees, also devotes time, energy and skills in fostering environmental awareness amongst the public, especially on the importance of caring for our rivers, streams and lakes. Official Launch of the River Rescue Brigade by YABhg Datin Seri Endon Mahmood at Sg Langat WTP. Social Contributions Leadership in any industry, especially in a vital sector such as water services, is not solely won by market share, earnings or growth. It also embodies social and civic responsibility. As a responsible and caring corporate citizen, PNHB allocates a significant amount of the Company's profits each year to increase the standard of living and to meet the needs of society, in particular, the less privileged in our country. In 2000, the Company donated a total of RM1,675,386 towards charitable purposes, compared with RM349,173 in the previous year. These contributions were given to religious and educational groups, youth, sports and entrepreneurial associations, medical and disability foundations and other worthy charitable causes as summarised below:- PNSB's renowned 'River Rescue Brigade' continues to enlist primary school children in years four and five in the programme's ongoing clean-up, conservation and educational activities. To date, PNSB has enlisted 1,000 primary school children in the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya as members of its River Rescue Brigade. On 3 May 2000 the Sg Langat WTP hosted a huge River Rescue Brigade launch ceremony for new members, officiated by YABhg Datin Seri Endon Mahmood, wife of the Deputy Prime Minister of Malaysia. On 21 October 2000, PNSB's River Rescue Brigade participated in the Environmental Week celebration at Dataran Shah Alam, Selangor. Community relation efforts are also a vital part of educating and informing the public about waterrelated issues. To encourage smart water use as well as to give the public a better understanding of what the Company does, PNSB held its annual WTP Open Day on 4 and 5 March A total of 10 WTPs took part in the event in 2000, which was officiated by YBhg Dato' Lee Lam Thye at the Wangsa Maju WTP. Orphanages RM 68,110 Schools RM 15,179 Sports Activities RM 230,000 Yayasan Budi Penyayang Malaysia RM 1,000,000 Charitable Organisations RM 121,000 Perkim Bahagian Negeri Selangor RM 45,000 Tabung Pembinaan Kelab Kecacatan Fizikal RM 2,973 Surau Al-Hidayah Taman Bukit Kepong RM 193,124 Total RM 1,675,386 Shopping Spree for children of Sekendi Orphanage with the spouse of Puncak Niaga s Executive Chairman. 50

53 A Multi-level Mission 51

54 Environmental Policy Puncak Niaga, a water treatment specialist company, is committed to continuous improvement in protecting the environment, minimising pollution, conserving natural resources and operating its facilities in an environmentally sound manner. In accordance with its Enviromental Policy, the Company shall:- 1. Establish an Environmental Management System set objectives and targets for improvement of environmental performance; develop and implement programmes and activities in line with our Environmental Policy; emphasise the prevention of pollution in our activities; and develop and implement procedures to avoid and manage incidents which may have an adverse environmental impact. 2. Compliance to Requirement fully comply with all applicable environmental laws, regulations and standards including the National Standards and Malaysian Regulations and other requirements relevant to the water industry; establish an internal environmental control standard/system, where applicable, in order to comply with the requirements; and to operate in a manner that provides for environmental specifications and sensitivity to the environmental needs of the community, where practicable. 3. Monitoring and Controlling of Environmental Issues continuously monitor and control the environmental parameters for environmental performance improvement; implement pollution reduction programmes where feasible to minimise the environmental impact from hazardous material, noise and wastewater; and develop and implement continuous programmes on the management of scheduled and nonscheduled waste incorporating the 4R Concept, i.e. Refrain, Reuse, Recycle and Reduce. 4. Communication and Training communicate and create awareness of the Company s Environmental Policy and environmental issues amongst our employees, contractors, visitors and interested members of society; and encourage our employees in environmental initiatives and support them with training and awareness programmes in environmental issues. Puncak Niaga s Environmental Policy shall be reviewed by Management from time to time for possible revisions in light of changing conditions. The signature below indicates endorsement of Puncak Niaga s Environmental Policy and the Management s and employees commitment to and adherence of the policy. TAN SRI ROZALI ISMAIL Executive Chairman 52

55 Environmental Report Raw water quality monitoring is one of the most important on-going tasks PNSB has undertaken since 1994, when it was first awarded the PCCA by the Selangor State Government. Over the years, the Company has put into place a wide range of safeguards and procedures, while at the same time working closely with the Ministry of Health (MOH), Department of Environment (DOE), local authorities and other government agencies and departments to identify and address raw water violations and accidental spills of contaminants. Cases of raw water quality violations recorded for 2000 increased to 1,044 from 809 cases recorded in This indicates that more pollutants are being discharged into rivers, most likely due to increased sewage/effluent discharges from new development centres, non-functioning sewage treatment plants, land-clearing activities, leakage, spillage or discharge of industrial chemicals or wastes, etc. Monitoring of raw water at the intake and treated water quality as it leaves the WTP is conducted:- every two hours for physical parameters and some chemical parameters; every week for microbiological parameters; every month for all parameters according to schedules set by an independent laboratory; water quality compliance monitoring is conducted to ensure the raw, settled and treated water of the WTPs complies with the requirements of the PCCA and MOH standards; four critical WTPs (Sg Langat, Salak Tinggi, Cheras, Bukit Tampoi) are monitored regularly for ammonia content in the raw, settled and treated water, as ammonia is one of the indicators of pollution; and Bukit Nanas WTP. fluoride levels in the treated water are also monitored, with monthly and weekly reports submitted to the Dentistry Office of MOH. PNSB conducts regular sanitary surveys to identify potential polluters of raw water sources. Sanitary surveys are conducted in cooperation with the DOE, MOH and local authorities. As at December 2000, a total of 29 surveys have been conducted. Environmental impact investigations, which are preliminary forms of sanitary survey, are also carried out. These investigations had highlighted illegal quarrying activity near Sg Gombak, sand mining activity upstream of Batang Kali WTP, and above-normal silver levels in Sg Semenyih. The River Warning Monitoring System (RWMS) installed at Sg Langat since 8 May 1998 continued to provide advanced warning of possible raw water violations based on turbidity, conductivity/total dissolved solids, ph, dissolved oxygen, ammonium, nitrates and phosphates. In early 2001, a second RWMS facility commenced operations at Sg Selangor. As part of its ongoing commitment to environmental and natural habitat preservation, the Company also completed an extensive tree-replanting and landscaping project at the Bukit Gasing Pumping Station. This exercise has resulted in the restoration of a large green lung area affected by the construction of the reservoir. This shall be the blueprint for the reforestation and beautification schemes of the Company's future projects. River Warning Monitoring System at Sg Langat. 53

56 Organisational Safety & Health Policy It is the policy of Puncak Niaga to provide, so far as is practicable pursuant to Section 15 of the Occupational Safety and Health Act, 1994 and all other relevant legislations, a safe and healthy working environment for all the employees, and in the spirit of consultation and cooperation, the Management and employees shall together strive to achieve the established goals and objectives of this policy. Without prejudice to the generality of the above statement, the Organisational Safety & Health Policy of Puncak Niaga is:- to provide and maintain a safe place and system of work; to ensure that all the employees are informed, instructed, trained and supervised on how to perform their jobs safely and without risk to health; to investigate all accidents and near-misses and to take corrective measures to ensure that accidents or near-misses will not recur; to comply with all legal requirements on safety and health as stipulated in the Occupational Safety and Health Act 1994, the regulations made under it and the approved codes of practises; and to review this policy as and when appropriate. 54

57 Quality Policy It is the policy of Puncak Niaga to provide quality services to fulfil its contractual obligations to the Selangor State Government. Puncak Niaga shall strive to consistently meet the quality standards pre-determined in the PCCA & CCOA. Puncak Niaga is fully committed to perform all its obligations under the PCCA & CCOA with full responsibility, due diligence and efficiency. To Be The Leading And Dynamic Integrated Water Services Company, we shall adopt a quality management system based on internationally recognised standards, which will ensure a planned, systematic and proactive approach to quality in all aspects of our work. Puncak Niaga s quality management shall be characterised by:- proactiveness at all levels; the consistent application of Right First Time Every Time principle; empowerment of employees to solve problems expeditiously; and a culture of continuous improvement and teamwork. All employees shall share the responsibility to understand and diligently implement the Quality Policy. 55

58 56 Press Clippings on Puncak Niaga 2000

59 57

60 Distribution Schedule of Equity Securities Authorised capital: RM 500,000,000 Issued and paid-up capital: RM 437,500,000 Class of shares: Ordinary shares of RM1 each No. of Holders Holdings Total of Holdings % 449 Less than 1, , ,790 1,000 10,000 24,929, ,203 10, ,000 30,307, ,001 to less than 5% of issued shares 139,754, % and above of issued shares 242,362, Total 9, ,500, Largest Shareholders as per Record of Depositors as at 4 May 2001 Name of Shareholders No. of Shares % 01 AMSEC Nominees (Tempatan) Sdn Bhd ( T) 59,513, Arab-Malaysian Finance Berhad for Central Plus (M) Sdn Bhd 02 Employees Provident Fund Board 47,630, Arab-Malaysian Nominees (Tempatan) Sdn Bhd (51181 W) 42,526, Arab-Malaysian Finance Bhd for Central Plus (M) Sdn Bhd (7/655-6) 04 UOBM Nominees (Tempatan) Sdn Bhd (15356 H) 31,877, Pledged Securities Account for Central Plus (M) Sdn Bhd (MP) 05 Arab-Malaysian Finance Berhad (Temp 5493) 31,065, Pledged Securities Account for Central Plus (M) Sdn Bhd (SMART) 06 Al Wakalah Nominees (Tempatan) Sdn Bhd( P) 29,750, Pledged Securities Account for Central Plus (M) Sdn Bhd-BIMBHO 07 Central Plus (M) Sdn Bhd ( W) 12,927, DB (Malaysia) Nominee (Tempatan) Sdn Bhd (66878U) 12,210, DBSPN for Central Plus (M) Sdn Bhd 09 Bank Kerjasama Rakyat Malaysia Berhad 7,000, Pledged Securities Account for Kumpulan Darul Ehsan Berhad 10 Al Wakalah Nominees (Tempatan) Sdn Bhd( P) 5,250, Pledged Securities Account for Corporate Line (M) Sdn Bhd - BIMBHO 11 Kumpulan Darul Ehsan Berhad ( T) 3,718, Amanah Raya Nominees (Tempatan) Sdn Bhd ( U) 3,661, Amanah Saham Wawasan HLG Nominee (Tempatan) Sdn Bhd ( T) 3,617, PB Trustee Services Berhad for HLB Growth Fund 14 Malaysia Nominees (Tempatan) Sendirian Berhad (6193 K) 3,600, Pledged Securities Account for Kumpulan Perangsang Selangor Bhd ( ) 15 Amanah Raya Nominees (Tempatan) Sdn Bhd ( U) 3,528, Amanah Saham Malaysia 16 Kumpulan Wang Amanah Pencen 3,500, Mayban Nominees (Tempatan) Sdn Bhd ( H) 3,256, Pledged Securities Account for Central Plus (M) Sdn Bhd ( A) 18 Corporate Line (M) Sdn Bhd ( H) 2,990, Perbadanan Nasional Berhad (TEM9157K) 2,989, HSBC Nominees (Tempatan) Sdn Bhd ( D) 2,874, HSBC (M) Trustee Bhd for OSK-UOB Equity Trust (3175) 21 Cartaban Nominees (Asing) Sdn Bhd ( W) 2,558, State Street Australia Fund Q3VD for Fullerton (Private) Limited 22 Amanah Raya Nominees (Tempatan) Sdn Bhd ( U) 2,448, Sekim Amanah Saham Nasional 23 Universal Trustee (Malaysia) Berhad (17540 D) 2,443, BHLB Pacific High Growth Fund 24 Kumpulan Darul Ehsan Berhad ( T) 2,038, Permodalan Negeri Selangor Berhad ( V) 1,747, HSBC Nominees (Tempatan) Sdn Bhd ( D) 1,746, HSBC (M) Trustee Bhd for Arab-Malaysian Cumulative Growth Fund (3639) 27 Arab-Malaysian Nominees (Tempatan) Sdn Bhd (51181 W) 1,608, Arab-Malaysian Trustee Bhd for HLB Penny Stock Fund (5/4-3) 28 Lembaga Tabung Angkatan Tentera 1,585, Arab-Malaysian Finance Berhad (TEM5493) 1,487, Pledged Securities Account for Beevee (M) Sdn Bhd (SMART) 58

61 30 Largest Shareholders as per Record of Depositors as at 4 May 2001 Name of Shareholders (cont d) No. of Shares % 30 Amal Assurance Bhd ( U) 1,333, Total 332,481, List of Substantial Shareholders as at 4 May 2001 (As Per Register of Substantial Shareholders) Name of Shareholders No. of Total No. % Shares of Shares 01* TAN SRI ROZALI BIN ISMAIL 231,432, * SHAARI BIN ISMAIL 231,432, ** CENTRAL PLUS (M) SDN BHD ( W) 223,142, AMSEC NOMINEES (TEMPATAN) SDN BHD ( T) 59,885, Beneficial owners:- Patwant Singh A/L Niranjan Singh 4,000 Lee Heng Choong 12,000 Teh Eng Yeap 21,000 Matlasa Bin Hitam 21,000 Tiong Kiong King 35,000 Chang Beng Leong 1,000 Wong Teck Mee 7,000 Chin Khoy Yan 1,750 Lim Wah Sang 1,250 Teh Lip Pink 112,000 Tan Kim Teh 250 Amran Bin Abu Bakar 21,000 Son Hai Yong 1,000 Jyandralai A/L Fulchand Kothari 2,000 Ahmad Zubaidi Bin Baharumshah 1,500 Koh Choong Lan 8,750 Teo Chin Hwa 63,000 Yap Yap Kong Nam 18,000 Ng Kim Keong 1,750 Munshir Bin Abdullah 3,000 Lai Beng Thiem 175 Wong Tack Meng 7,000 Abdul Hadi Bin Alias 3,500 Central Plus (M) Sdn Bhd ( W) 59,513,000 The Visitor in Federation of Malaya of the Christian 16,000 Brother's Schools Michael Robin Jayesuria 2,000 Thiagarajan Sethu Chettiar 2,000 Zilfalila Haton Bte Abdul Rahman 2,000 Lee Lit Phong 1,000 Towry Law Asset Management Sdn Bhd Expatriate Provident Fund 1, Sethw Hassan Bin Sethw Ghani 2,000 EMPLOYEES PROVIDENT FUND BOARD 47,630, ARAB-MALAYSIAN NOMINEES (TEMPATAN) SDN BHD (51181 W) 44,362, Beneficial Owners:- Arab-Malaysian Finance Berhad 42,526,000 for Central Plus (M) Sdn Bhd Assar Asset Management Sdn Bhd 126,000 for Sarawak Land Development Board Assar Asset Management Sdn Bhd 28,000 for Sarawak Land Consolidation and Rehabilitation Authority Assar Asset Management Sdn Bhd 21,000 for Sarawak Plantations Services Sdn Bhd Assar Asset Management Sdn Bhd 70,000 for Bintulu Development Authority Assar Asset Management Sdn Bhd 35,000 for Lembaga Kumpulan Wang Kawasan Konsesi Hutan Assar Asset Management Sdn Bhd 7,000 for Sesco Employees Provident Fund Assar Asset Management Sdn Bhd 7,000 for Lembaga Amanah Kebajikan Darul Falah Assar Asset Management Sdn Bhd 7,000 for Mayang Tea Sdn Bhd Assar Asset Management Sdn Bhd 7,000 for Faradale Enterprise Bhd 59

62 List of Substantial Shareholders as at 4 May 2001 (As Per Register of Substantial Shareholders) Name of Shareholders No. of Total No. % Shares of Shares Assar Asset Management Sdn Bhd 14,000 for Harwood Timber Sdn Bhd Arab-Malaysian Trustee Bhd 1,490,000 for unit holders of HLB Penny Stock Fund Arab-Malaysian Trustee Bhd 24,000 as trustee for shares acquired by the unit trust fund, BHLB Pacific Dana Al Ihsan 07 ARAB-MALAYSIAN FINANCE BERHAD (TEM5493) 34,602, Beneficial Owners: - Rajini Bin Ramlan 615,000 Beevee(M) Sdn Bhd ( K) 1,487,500 Simfoni Warisan Sdn Bhd ( K) 971,250 Nadzir Bin Sheikh Fazir 3,500 Tan Chok Tan Chok Sing 8,750 Phang Soon Ping 9,000 Michiel Leo A/L Leo Philip 1,750 Louis S/O Savarimuthu 5,250 Zahariah binti Abu Kassim 8,750 Chuah Chong Lai 17,500 Bong Kee Kien 4,250 Jeyadas P Nadarajah 1,750 Fang Kok Phang Soon Fook 356,000 Sharabuddin Bin Kudus 15,750 Naemuddin Bin Abdullah 31,500 Central Plus (M) Sdn Bhd ( W) 31,065, UOBM NOMINEES (TEMPATAN) SDN BHD (15356 H) 31,879, Beneficial Owners:- Central Plus (M) Sdn Bhd ( W) 31,877,500 Mohamad Ghazali B. Mat Saleh 2, DB (M) NOMINEE (TEMPATAN) SDN BHD (66878 U) 12,441, Beneficial owners:- Central Plus (M) Sdn Bhd ( W) 12,210,000 K&N Kenanga Holdings Berhad ( X) 201,250 Tan Chai Tiam 15,750 Koperasi Pegawai-Pegawai Kerajaaan Malaysia Berhad (TrustAcc/Client) 14,000 (3951) 10 KUMPULAN DARUL EHSAN BERHAD ( T) 12,000, * Deemed interest by virtue of 50% equity interest in Central Plus (M) Sdn Bhd and Corporate Line (M) Sdn Bhd ** Held in own name and various nominee names List of Property Type of Property and Location Land Area Net Book Value Tenure Remaining Lease Period (Expiry Date) Vacant Land at Precinct 2.2 Pusat Bandar Shah Alam Section 14 Shah Alam 111,443 sq. ft. RM 8,217,173 Leasehold 99 years Selangor Darul Ehsan 99 years (17 Dec 2099) 60

63 Focus on Youth 61

64 Audit Committee Report The Board of PNHB is pleased to present the Audit Committee Report for the year Composition of the Audit Committee The Audit Committee comprises of the following:- Chairman : Encik Abdul Majid Abdul Karim (Independent Non-Executive Director) Members : YBhg Dato Hari Narayanan Govindasamy (Independent Non-Executive Director) YB Dato Seri Dr Ting Chew Peh (Independent Non-Executive Director) Encik Mat Hairi Ismail (Executive Director, Finance) Secretary : Madam Tan Bee Lian (Group Company Secretary) 2 Activities of the Audit Committee In a proactive move towards ensuring the promotion of high standards of corporate governance, accountability, due diligence and integrity, the Audit Committee had undertaken the following activities in year 2000:- reviewed the annual audit plan with the External Auditors in terms of the nature of the audit procedures, significant accounting and auditing problems, impact of new or proposed changes in the accounting standards and regulatory requirements; reviewed the audit programme, performance and findings of the Internal Audit Department ( IAD ); monitored the implementation of IAD s Audit Programme; ensured that sufficient internal audit coverage was accorded on all areas of the Group s business and activities; assessed the capacity of IAD to fulfil its responsibilities for reviewing, amongst other things, the scope of IAD s charter and the qualifications and experience level of its staff; evaluated the standards of internal controls of the Company and financial reporting by holding specific discussions with the Management on the overall adequacy of the Company s Internal Control System; acted upon the request of the Board to investigate and report on issues relating to the management of the Company; reviewed the Company s compliance with certain government regulations; and assessed the performance of the Company s financial management. 3 Meetings of the Audit Committee The Audit Committee met six times in year 2000 and the details of the attendance of each member of the Audit Committee are as follows:- Audit Committee Member Designation in PNHB No. of Meetings No. of Meetings Percentage held during the year attended % Encik Abdul Majid Abdul Karim Chairman Encik Mat Hairi Ismail Member YBhg Dato Hari Narayanan Member Govindasamy YB Dato Seri Dr Ting Chew Peh Member (appointed on 15 July 2000) 62

65 At each Audit Committee Meeting, IAD tabled its audit report to the Audit Committee for deliberation. Weaknesses of procedures were identified and the respective Heads of Departments were asked to take the necessary actions to rectify those weaknesses, and to put proper procedures and control mechanisms in place to prevent future occurrences of a similar nature. An example of the audit findings in year 2000 was the discovery of hospital bills totaling RM142,161 which had been paid by the Company but not claimed from insurance or the respective employees in accordance with the Company s policy on medical entitlement. Subsequently, a substantial amount of the hospital bills were recovered and the Human Resources Management Department (HRM) had since then implemented a procedure to closely monitor the hospital bills to ensure that all claims are promptly made and received. In addition, HRM had also disseminated information on the Group s Insurance Scheme to all employees to avoid misunderstanding on the respective employee s medical entitlement. Another audit finding was the uncollected telephone charges for personal calls made by employees during the period from November 1998 to April 1999 totaling RM13,000. The Administration Department took the approprate actions by issuing stern letters of reminder to the respective employees for their unpaid telephone bills. The Administration Department also issued a Circular to all employees to remind them to limit their personal calls. As a result, a substantial portion of the outstanding telephone charges were recovered in 2000 and the Company s telephone bills have been significantly reduced. It is also the Audit Committee s normal practice that External Auditors are invited to present their views to the Audit Committee in respect of the Company s quarterly and annual financial results before the Audit Committee submits its recommendation to the Board for approval. Minutes of each Audit Committee Meeting were distributed to all members of the Board for notation. Concurrently, the said minutes were also tabled to the Board for endorsement and action, where necessary, at each Board Meeting, and the Chairman of the Audit Committee reported on each meeting to the Board at the Board Meetings. 4 Internal Audit Department IAD was established under the Audit Committee in Its main duty is to carry out audits on the Company s operation procedures and internal control systems. During the year, IAD carried out priority audits on the following areas:- award of contracts; physical verification of Progress Claims; time attendance system; water treatment plants; information technology system; and cost of production of WTPs in reference to their compliance with the PCCA and CCOA requirements, such as quality and quantity of water produced. In October 2000, following the issuance of the Exposure Draft By The Taskforce On Internal Controls Statement Of Internal Controls: Guidance For Directors Of Public Listed Companies, IAD undertook a special exercise of gathering financial and operational risks information from all Departments/Divisions in the Company to enable the preparation of an Enterprise Wide Risk Profile. This exercise was completed in December The Enterprise Wide Risk Profile was then used as a basis to formulate current and future Audit Strategic Plans of IAD. The first plan, which focuses on high-risk areas, was implemented on 1 January A Risk Management Committee was established to formalise the identification, measurement and control of risks that threaten the assets or earnings of the Company and the Group. The Risk Management Committee is headed by the Executive Director of Finance Division and the committee members are IAD itself and representatives from the Strategic Resource Centre. The Risk Management Committee regularly presents its report to the Audit Committee for review and endorsement. 63

66 5 Terms of Reference of the Audit Committee a. Composition The Board shall elect an Audit Committee from amongst themselves (pursuant to a resolution of the Board of Directors), comprising of at least three (3) Directors where the majority of them should not be:- i. Executive Directors of the Company or any related corporation; ii. A spouse, parent, brother, sister, son or adopted son, daughter or adopted daughter of an Executive Director of the Company or any related corporation; or iii. Any person having a relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgement in carrying out the function of the Audit Committee. The members of the Audit Committee shall elect a Chairman from amongst themselves who is not an Executive Director or employee of the Company or any related corporation. It would be advantageous if the Chairman possesses a strong personality, have knowledge and experience in financial reporting, good leadership skills and is keen to get financial reporting and controls right. All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as Directors of the Company. Should any member of the Audit Committee cease to be a Director of the Company, his membership in the Audit Committee would cease forthwith. It is a desirable for membership on the Audit Committee to be rotated amongst all the Directors of the Company such that each Director will serve a period of three (3) years on the Audit Committee. If the members of the Audit Committee for any reason be reduced to below three (3), the Board of Directors shall within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members. b. Objectives The primary objectives of the Audit Committee are to:- i. Provide assistance to the Board in fulfilling its fiduciary responsibilities, particularly in the areas relating to the Company s accounting and management controls, financial reporting and business ethics policies. ii. Provide greater emphasis on the audit function by increasing the objectivity and independence of external and internal auditors and providing a forum for discussion that is independent of the Management. iii. Maintain through regularly scheduled meetings a direct line of communication between the Board and the external auditors, internal auditors and financial management. iv. Strengthen the role of Non-Executive Directors by improving their knowledge and understanding of the Company s operation. v. Undertake such additional duties as may be appropriate and necessary to assist the Board. However, whether or not the Audit Committee should undertake one or more of the additional duties rests on the Board s viewpoint on corporate needs and the environment in which the Company operates. c. Duties and Responsibilities In fulfilling its primary objectives, the Audit Committee will need to undertake the following duties and responsibilities:- c.1 Oversee All Matters Relating to External and Internal Audit i. Review the annual audit plan with the external auditors. The Committee shall meet with the external auditors prior to the commencement of the annual audit to discuss:- - The general outline of the extent and timing of the auditors proposed coverage of location such as branches, departments, factories, divisions and subsidiaries. - The nature of the audit procedures to be performed. - The extent of any planned reliance on the work of the internal auditors and the anticipated effect of this reliance on the examination. 64

67 - Any significant accounting and auditing problems that the auditors can foresee. - The impact on the financial statements of any new or proposed changes in accounting standards or regulatory requirements. - The effect on the audit of significant data processing systems. Following review of the plan, the Audit Committee may request the external auditors to perform additional audit work directed to specific areas of concern to the Committee. ii. Oversee the internal audit department. The Audit Committee in overseeing the internal audit department will:- - Review the audit programme, scope, performance and findings of the internal auditors. - Monitor the implementation of the programme so that sufficient internal audit coverage is accorded. In this respect, only the Committee can consider and approve or otherwise, all requests by senior management to utilise internal audit personnel for non-audit assignments. - Assess the capacity of the internal audit department to fulfil its responsibilities by considering, amongst other things, the scope of the department s authority as presented in the department s charter, the qualifications and experience level of its staff, the degree to which internal auditors are independent of the activities they audit and the reporting relationship between the head of internal audit and senior management. - Review the coordination of audit efforts between external and internal auditors, where practical, with a view to maximising audit effectiveness and controlling external audit costs. iii. Review the assistance and cooperation given by the Company s officers to the external and internal auditors. iv. To nominate the external auditors for appointment. v. The external and/or internal auditors shall have the right to appear and be heard at any meeting of the Audit Committee and shall appear before the Audit Committee when required to do so by the Audit Committee. vi. Upon the request of the external and/or internal auditors, the Chairman of the Audit Committee shall convene a meeting of the Committee to consider any matters the auditors believe should be brought to the attention of the Committee. c.2 Evaluate the Standards of Internal Control and Financial Reporting i. Hold specific discussions with senior corporate management to discuss the overall adequacy of the internal control system. ii. Meet with the internal and external auditors concerning their evaluation of the system of internal accounting controls. iii. Consider the nature and disposition of the relevant comments appearing in the reports prepared by the internal auditors and in the external auditors management letter. c.3 Review of Financial Statements i. Meet with the Management and the external auditors to discuss the annual financial statements of the Company or Group and the results of the audit before recommending approval by the Board. ii. Review the nature and resolution of any significant accounting and auditing problems encountered during the examination. iii. It is good practice for the Audit Committee to meet the Management at a regular interval to review the results of the Company or Group, such as quarterly review of the results. iv. Review the nature of any related party transactions that may arise within the Company or Group. v. Review the nature of any significant adjustments, reclassifications or additional disclosures proposed by the external auditors that are currently significant or may become significant in the future. 65

68 vi. Review the adequacy of disclosure of the impact of any changes during the year in accounting policies, standards and/or regulatory requirements. vii. Review the reasons for the major fluctuations in financial statement balances for the current year compared to prior years. viii. Review for any unusual circumstances or situations reflected in the financial statements, including identifying any marginal operations. ix. Review the nature of any unusual or significant commitments or contingent liabilities. x. Review of any significant differences between the annual report and other reports, such as reports to the regulatory agencies. xi. Review for any significant differences in format or disclosure from industry norms. c.4 Additional Duties and Responsibilities i. Act upon the Board of Director s request to investigate and report on any issues or concerns in regard to the management of the Company. ii. Review the Company s business ethics code, the method of monitoring compliance with the code and the disposition of reported exceptions. iii. Review executive expenses. iv. Review policies on sensitive payments. v. Review compliance with certain government regulations. vi. Review policies to avoid conflicts of interest and review past or proposed transactions between the Company and members of management. vii. Review certain aspects of the Company s pension plan and compliance with relevant laws and regulations. viii.assess the performance of financial management. ix. Such other functions as may be agreed to by the Audit Committee and the Board of Directors. e. Meetings and Minutes It is good practice for the Audit Committee to hold a minimum of four (4) meetings a year, although additional meetings may be called at any time at the Chairman s discretion. It would be desirable that the notice of meetings be sent at least seven (7) days before the time set for the meeting together with an agenda to all members of the Committee and any persons that may be required to attend. The recommended quorum for each meeting shall be three (3) members. In addition to the Committee members, the head of internal audit will normally be in attendance at the meetings. Representatives of the external auditors are to be in attendance at meetings where matters relating to the audit of the statutory accounts and/or the external auditors are to be discussed. The Chief Executive Officer and/or other appropriate officers may be invited to attend, except for those portions of the meetings where their presence is considered inappropriate, as determined by the Committee Chairman. Minutes of each meeting shall be kept and distributed to each member of the Committee and also to the members of the Board. The Committee Chairman shall report on each meeting to the Board. The Secretary to the Audit Committee shall be the Company Secretary. d. Access to Records In carrying out their duties and responsibilities, the Audit Committee will in principle have full, free and unrestricted access to all Company records, property and personnel. 66

69 Financial Report Directors Report 68 Consolidated Income Statement 74 Income Statement 75 Balance Sheets 76 Consolidated Statement of Changes in Equity 77 Statement of Changes in Equity 78 Cash Flow Statements 79 Notes to the Financial Statements 80 Statement by Directors 104 Statutory Declaration 104 Report of the Auditors

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