NOTICE OF ANNUAL GENERAL MEETING

Transcription

1 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 54 th Annual General Meeting of LPI Capital Bhd will be held at Sabah Room, Basement II, Shangri-La Hotel Kuala Lumpur, 11 Jalan Sultan Ismail, Kuala Lumpur, Malaysia on Monday, 9 March 2015 at a.m. for the following purposes: AGENDA As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2014 and the Reports of the Directors and Auditors thereon. Ordinary Resolution 1 2. To re-elect the following Directors, who are retiring by rotation in accordance with Article 97 of the Company s Articles of Association, and who being eligible, offer themselves for re-election: i. Mr. Tan Kok Guan ii. Dato Haji Abdul Aziz bin Dato Dr. Omar Ordinary Resolution 2 Ordinary Resolution 3 3. To consider and if thought fit, to pass the following Ordinary Resolutions in accordance with Section 129 of the Companies Act, 1965: i. THAT Tan Sri Dato Sri Dr. Teh Hong Piow, retiring pursuant to Section 129 of the Companies Act, 1965, be and is hereby re-appointed a Director of the Company to hold office until the next Annual General Meeting. Ordinary Resolution 4 ii. THAT Tan Sri Datuk Seri Utama Thong Yaw Hong, retiring pursuant to Section 129 of the Companies Act, 1965, be and is hereby re-appointed a Director of the Company to hold office until the next Annual General Meeting. Ordinary Resolution 5 4. To approve the payment of Directors fees of RM465, for the financial year ended 31 December Ordinary Resolution 6 5. To re-appoint Auditors for the financial year ending 31 December 2015 and to authorise the Directors to fix the Auditors remuneration. Ordinary Resolution 7 By Order of the Board KONG THIAN MEE MAICSA Company Secretary Kuala Lumpur 13 February LPI CAPITAL BHD ANNUAL REPORT 2014

2 NOTICE OF ANNUAL GENERAL MEETING NOTES: 1. Only depositors whose names appear in the Record of Depositors as at 27 February 2015 be regarded as members and entitled to attend, speak and vote at the meeting. 2. A member entitled to attend and vote at the meeting is entitled to appoint not more than 2 proxies (or in the case of a corporation, a duly authorised representative) to attend and vote in his/ her stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 3. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991, it may appoint not more than 2 proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account. 4. Where a member appoints 2 proxies, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. 5. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act, 1991 which is exempted from compliance with the provisions of subsection 25A(1) of the said Act. 6. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. 7. The instrument appointing a proxy must be deposited at the office of the Share Registrar, Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur, Malaysia not less than 48 hours before the time set for the holding of the meeting or at any adjournment thereof. EXPLANATORY NOTES ON RESOLUTIONS 3 AND 5: In accordance with Recommendation 3.1 of Malaysian Code on Corporate Governance 2012, the Nominating Committee ( NC ) of the Company had conducted an annual assessment on the independency of the independent directors and recommended the same for Board approval. Based on the annual assessment carried out by the NC, the Board had determined that Tan Sri Datuk Seri Utama Thong Yaw Hong and Dato Haji Abdul Aziz bin Dato Dr. Omar have remained objective and continued to bring independent and objective judgements to the Board deliberations and decision making as a whole. GROWTH DRIVEN VALUE CREATION 7

3 FINANCIAL CALENDAR Financial Year 2014 QUARTERLY RESULTS 8 April 2014, Tuesday Announcement date Unaudited consolidated results for the 1 st quarter ended 31 March July 2014, Friday Announcement date Unaudited consolidated results for the 2 nd quarter ended 30 June October 2014, Wednesday Announcement date Unaudited consolidated results for the 3 rd quarter ended 30 September January 2015, Wednesday Announcement date Audited consolidated results for the 4 th quarter and financial year ended 31 December LPI CAPITAL BHD ANNUAL REPORT 2014

4 DIVIDENDS ANNUAL GENERAL MEETING 25 July 2014, Friday Notice date 28 January 2015, Wednesday Notice date 13 February 2015, Friday Notice of 54 th Annual General Meeting 13 August 2014, Wednesday Entitlement date 16 February 2015, Monday Entitlement date 9 March 2015, Monday 54 th Annual General Meeting 21 August 2014, Thursday Interim dividend payment date 26 February 2015, Thursday Interim dividend payment date 1 st interim single tier dividend of 20 sen per ordinary share 2 nd interim single tier dividend of 55 sen per ordinary share GROWTH DRIVEN VALUE CREATION 9

5 PERFORMANCE AT A GLANCE GROUP FINANCIAL HIGHLIGHTS OPERATING RESULTS (RM 000) Operating Revenue 1,169,693 1,119,022 Gross Written Premiums 1,149,162 1,105,678 Operating Profit 342, ,277 Profit Before Tax 341, ,801 KEY STATEMENTS OF FINANCIAL POSITION DATA (RM 000) Total Assets 3,377,206 3,202,331 Total Liabilities 1,724,336 1,595,788 Total Equity 1,652,870 1,606,543 FINANCIAL RATIOS (%) Profitability Ratios Return on Equity ( ROE ) Return on Assets Operating Margin Net Claims Incurred Productivity Ratios Gross Written Premiums Income per Employee (RM 000) 1,630 1,609 No. of Policies Issued per Employee 2,331 2, LPI CAPITAL BHD ANNUAL REPORT 2014

6 SIMPLIFIED GROUP STATEMENTS OF FINANCIAL POSITION % 9.3% 0.9% 24.3% 3.7% 10.8% 0.9% 19.4% 0.3% 0.3% 0.7% 0.6% 19.4% 0.5% 19.2% 41.2% 0.5% 44.6% ASSETS Plant and equipment Investment properties Investment in associated company Other investments Reinsurance assets Loans and receivables, excluding insurance receivables Insurance receivables Deferred acquisition costs Cash and cash equivalents % 42.5% 2.7% 4.2% 0.4% 6.5% 2.4% 4.5% 0.5% 6.9% 42.4% 43.2% EQUITY & LIABILITIES Share capital Reserves Insurance contract liabilities Insurance payables Deferred tax liabilities, borrowings and other payables Tax payable GROWTH DRIVEN VALUE CREATION 11

7 BOARD OF DIRECTORS Non-Independent Non-Executive Chairman Tan Sri Dato Sri Dr. Teh Hong Piow PSM, SSAP, SPMJ, SIMP, SSIJ, DSAP, DPMJ, Datuk Kurnia Sentosa Pahang, JP Hon LLD (M sia), FIBM (M sia), EFMIM (M sia), FCIB (UK), FCIS (Aust), FCMI (UK), FICM (UK), FInstAM (UK) Independent Non-Executive Co-Chairman Tan Sri Datuk Seri Utama Thong Yaw Hong PSM, SUMW, SIMP, DSAP, DIMP, JMN, SMP, JBS, AMN BA (Econs Hons), MPA (Harvard), AMP (Harvard), D.Econ (Hon) Chief Executive Officer/ Executive Director Mr. Tan Kok Guan Chartered Insurer B.Sc. (Hons.), MBA, ACII, AMII Independent Non-Executive Director Dato Yeoh Chin Kee DIMP FCPA (Aust), F Fin (Aust) (Retired on 1 January 2015) Non-Independent Non-Executive Director Mr. Tee Choon Yeow B.Com., CA (NZ), CA (M sia), FCPA (Aust) Independent Non-Executive Director Dato Haji Abdul Aziz bin Dato Dr. Omar DIMP ACA (England & Wales), CA (M sia), FIBM (M sia) Independent Non-Executive Director Mr. Quah Poh Keat FCCA (UK), CA (M sia), CPA (M sia), ACMA (UK), Fellow MIT (M sia) CORPORATE INFORMATION COMPANY SECRETARY Ms. Kong Thian Mee Chartered Secretary MAICSA Tel No. : (03) corporate@lonpac.com REGISTERED OFFICE 6 th Floor, Bangunan Public Bank, 6, Jalan Sultan Sulaiman, Kuala Lumpur, Malaysia. Tel No. : (03) / Fax No. : (03) AUDITORS Messrs KPMG Chartered Accountants Level 10, KPMG Tower, 8, First Avenue, Bandar Utama, Petaling Jaya, Selangor, Malaysia. Tel No. : (03) Fax No. : (03) SHARE REGISTRAR Tricor Investor Services Sdn Bhd Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur, Malaysia. Tel No. : (03) Fax No. : (03) is.enquiry@my.tricorglobal.com STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad (Listed since 8 January 1993) HEAD OFFICE 6 th Floor, Bangunan Public Bank, 6, Jalan Sultan Sulaiman, Kuala Lumpur, Malaysia. Tel No. : (03) / Fax No. : (03) WEBSITE INVESTOR RELATIONS Mr. Tan Kok Guan Tel No. : (03) kgtan@lonpac.com Mr. Looi Kong Meng Tel No. : (03) kmlooi@lonpac.com AGM HELPDESK Tel No. : (03) / / Fax No. : (03) corporate@lonpac.com 12 LPI CAPITAL BHD ANNUAL REPORT 2014

8 GROUP CORPORATE STRUCTURE As At 31 December % (Malaysian Company) LONPAC INSURANCE BHD UNDERWRITING OF GENERAL INSURANCE 45 % (Overseas Company) CAMPU LONPAC INSURANCE PLC UNDERWRITING OF GENERAL INSURANCE Notes: The companies reflected above are operating subsidiary/ associated companies. The full list of companies under the LPI Group is set out in Notes 5 and 6 to the Financial Statements on pages 196 to 197 of this Annual Report. GROWTH DRIVEN VALUE CREATION 13

9 CORPORATE PROFILE ABOUT US LPI Capital Bhd ( LPI ), formerly known as London & Pacific Insurance Company Bhd, was established on 24 May 1962 as a private limited company. LPI was registered as an approved insurer on 9 April 1963 under the Malaysian Insurance Act 1963, and has been a cornerstone of the local insurance industry ever since. The Company was publicly listed on 8 January 1993 on the Second Board of the Malaysian stock exchange before being transferred to the Main Market of Bursa Malaysia Securities Berhad ( Bursa Securities ) on 17 January We presently operate in 3 markets: in Malaysia and Singapore through our wholly-owned Lonpac Insurance Bhd ( Lonpac ) and in Cambodia through our 45%-owned Campu Lonpac Insurance Plc. LPI s insurance business was transferred to Lonpac through a rationalisation scheme conducted on 1 May As one of the leading insurers in Malaysia, we have weathered both domestic and global market turmoil over the past 52 years. This is an achievement that we attribute to the strength and vision of our Management and Board of Directors, and to the loyalty and support of our staff and stakeholders. We remain steadfastly focused on customer satisfaction, which is the keystone of our operations, and committed to our goal of creating shareholder value. OUR CORE BUSINESS LPI Group aims to maintain its status as a leading Malaysian general insurer through it s wholly-owned subsidiary, Lonpac. Our focus remains squarely placed on growth and maximising profitability, improving shareholders returns, increasing market share and improving performance set against international benchmarks. Increased volatility in both domestic and international markets have made the need for reliable financial security all the more important. As an insurer, we have a duty to provide a safety net for them in times such as these, and we are intent on fulfilling our obligations to them. At the same time, our overseas units are continuing to show signs of positive growth, particularly in the Cambodian market which is coming into its own as a mature economic entity. The trend in Cambodia is expected to continue as foreign investment, primarily from China, Japan and Korea, continues to pour into the local market. Lonpac s branch in Singapore is also showing signs of growth following a portfolio overhaul. As a mature market, growth in Singapore is unlikely to rival the pace set in Cambodia, but we remain optimistic that we can play a niche role there. PRESENCE IN DOMESTIC MARKET The domestic market is highly competitive, and is expected to be even more so when tariffs are lifted and the industry liberalised in Nonetheless, we are committed to our philosophy of organic and prudent growth, and have the utmost confidence in our award-winning service standards and extensive experience to see us through the coming years. Our key value propositions are: A diverse product and service range An extensive distribution network Superior delivery standards A strong financial rating Diverse Product and Service Range LPI Group s insurance vehicle, Lonpac, offers a wide range of general insurance products covering various classes including: Property insurance Liability insurance Pecuniary insurance Employees benefits Project insurance Motor insurance Marine insurance Personal products insurance Our diverse product range has given us extensive reach in various markets ranging from individual to corporate clients. Our strategy to build expertise in various insurance markets is part and parcel of our risk management plan, although we are pleased to report that all market segments are positive revenue generators. Key to our success is our customer-centric approach, which prioritises customer satisfaction. Our innovations in products and services are all tailored towards this end goal as customers form the basis of our success. 14 LPI CAPITAL BHD ANNUAL REPORT 2014

10 CORPORATE PROFILE marketing team was developed internally under a rigorous human development programme to meet both customers and our own operational benchmarks. The Group also has a stable of qualified insurance agents located throughout the country who are registered with Persatuan Insurans Am Malaysia. Lonpac presently operates 21 branches in Malaysia and a branch in Singapore. In addition, Campu Lonpac Insurance Plc, LPI s 45%-owned entity, provides insurance solutions in Cambodia. We provide our clients with 3 exclusive value-adding programmes, namely Lonpac E-Assist, Lonpac Home-Assist and Lonpac Travel Assist programmes. These programmes are designed to ensure that clients have quick and easy access to support services in time of need. Lonpac E-Assist is a complimentary 24-hour emergency car assistance programme covering minor roadside repairs, emergency towing services, car rental services and arrangements for hotel accommodation for our comprehensive private car insurance policyholders. Lonpac Home-Assist is a complimentary referral assistance programme for home-related services provided to all Lonpac s Houseowner and Householder policyholders. Lonpac Travel Assist is a complimentary medical and emergency assistance programme provided to the persons covered under Lonpac s TravelNet, BizTravel and Easy Travel policies. Our operations are supported by a robust Customer Relationship Management System which provides our staff in all departments with an integrated view of customer details in order to help them provide better and more comprehensive services. This is part of our plan to improve customer loyalty and boost retention through better service. We will continue to innovate our products and services to meet the growing expectations of our customers who are similarly growing more sophisticated in their insurance needs. Our commitment is to provide superior option to both local and international alternatives. Extensive Distribution Network LPI Group s distribution channels take advantage of various opportunities through its own in-house marketing team. The LPI Group is constantly upgrading its Information Technology infrastructure and systems to bring them in line with our drive to increase the level of efficiency of our operations. An enhanced IT infrastructure translates to better quality services for customers especially in terms of application processing and turnaround time. Superior Delivery Standards Our excellent customer service is driven by a corporate culture that has been prioritising customers needs since the Group s formation in All staff members are trained to the highest level of professionalism in line with our mission goals. We are continuously working to improve our customer service to differentiate ourselves from rivals. We established a Customer Service Centre in 2004 to fulfil this commitment to our customers. Our website serves as a portal for our customers to manage their policies, as well as to share feedback and make inquiries of us. The website is maintained regularly to provide up-todate information on our policies and product offerings to our customers. This website also provides corporate information for investors and shareholders as part of our commitment to transparency and good corporate governance. Strong Financial Rating International insurance rating agency A.M. Best Asia-Pacific Limited ( A.M. Best ) has renewed Lonpac s financial strength rating of A- (Excellent) and its issuer credit rating of a-, with a stable outlook attached to both ratings. The ratings affirmations acknowledges Lonpac s track record of maintaining profitable growth in market share over the past 5 years even as foreign insurers continued to increase their presence in Malaysia s non-life insurance market. GROWTH DRIVEN VALUE CREATION 15

11 CORPORATE PROFILE A.M. Best also noted that Lonpac could be re-rated upwards if it were able to achieve its business plans in the liberalised regime as liberalisation was expected to have an impact on claims ratio volatility, which could in turn impact Lonpac s projected growth and profits. AWARDS AND ACCOLADES LPI Group has amassed a number of awards and accolades in recognition of its strong, sustained financial performance and excellence in key financial areas including corporate governance. These awards stand as a testament to the Group s sound corporate strategy and its continued commitment to quality. Best Brands in Financial Services General Insurance (Annually, from 2011 to 2014) The BrandLaureate BestBrands Signature Awards was conferred on LPI Group in the Best Brands in Financial Services General Insurance segment. LPI Group has received this award for 4 consecutive years since The award is designed to honour excellence among brands in Malaysia and throughout the world. Chubb Multinational Solutions Outstanding Affiliate World-Class Service Award (Annually, from 2007 to 2014) The Chubb Multinational Solutions Outstanding Affiliate World-Class Service Award is an annual recognition awarded by the Chubb Group of insurance companies. Lonpac was recognised for the 7 th consecutive year for its efficient policy issuance and service levels and for the tenure of its relationship with Chubb. Lonpac was nominated for the award by Chubb Multinational Account Coordinators and on the recommendations of Chubb s Affiliate Network Managers. Edge Billion Ringgit Club Member (Annually, from 2010 to 2014) LPI Group was admitted as a member of the Edge Billion Ringgit Club for 5 consecutive years under the Finance Sector category. The Billion Ringgit Club was established to recognise Malaysia s biggest and best performing companies. MSWG - ASEAN Corporate Governance Transparency Index, Findings and Recognition 2014 The Malaysian Chapter LPI Group was one of the Top 10 winners in the Top Corporate Governance Recognition category by the Minority Shareholder Watchdog Group ( MSWG ). The award recognises LPI Group s commitment to good corporate governance practices as part of the MSWG s efforts to raise the overall standard of governance in Malaysian publicly listed companies. RSA Global Network Recognition Award (2013) LPI Group was awarded the RSA Global Network Recognition Award for the first time in March This biennial award recognises LPI Group s contribution of support and service to the RSA Group. Corporate Governance Excellence (Annually, from 2005 to 2011) LPI Group is proud to have received the Malaysian Business CIMA Enterprise Governance Merit Award for 7 consecutive years since The award recognises companies for their organisational excellence in delivering performance while conforming to set standards and practices. Winners were evaluated on business and corporate governance principles and best practices, including risk management, internal controls, communications and adherence to regulations, financial and operational performance. Malaysian Corporate Governance Index s Most Prompt AGM Award and Distinction Award (Annually, from 2009 to 2011) LPI Group received the Most Prompt AGM Award and Distinction Award from the MSWG for 3 consecutive years in its annual Malaysian Corporate Governance Index. The Most Prompt AGM Award was conferred for LPI Group s move to hold its annual general meeting less than 60 days after its financial year end. The Group also received the Distinction Award in recognition of its commendable and excellent corporate governance practices. This followed its Winner of the Top 3 (Overall) Award from the same group the previous year. The annual Malaysian Corporate Governance Index creates awareness and encourages best corporate governance practices among public listed companies in Malaysia. Its awards recognise companies for their exemplary corporate governance track record over the previous year. Malaysian-Asean Corporate Governance Index s Most Prompt AGM Award (2013) In 2013 MSWG s Corporate Governance Index awards were expanded to include countries in the ASEAN region, and LPI Group is proud to report it received the Most Prompt AGM Award on 16 December The Group s continued success in this expanded field is a strong endorsement of its continued commitment to enhance its corporate governance reputation not just in Malaysia but also in the region. 16 LPI CAPITAL BHD ANNUAL REPORT 2014

12 CORPORATE PROFILE Enhanced Shareholder Value (Annually, from 2005 to 2010) Sectoral Winner (2005, 2006, 2008) Global professional services consultant KPMG awarded LPI Group its KPMG Shareholder Value Award under the Financial Services category for 6 years running beginning LPI Group has also been recognised as the Sectorial Winner 3 times-in 2005, 2006 and The KPMG award recognises corporate excellence in enhancing levels of disclosure and setting exemplary best practices. Excellence in Annual Corporate Reporting (2006, 2009, 2011) LPI Group received a Certificate of Merit in the National Annual Corporate Report Awards in 2006, 2009 and 2011, reflecting the Group s efforts to produce timely, informative, factual and reader-friendly annual reports. The award stands as a testament to the Group s commitment to a high standard of corporate governance and disclosure through its annual corporate reporting. Best Insurance Company, Malaysia (2011) Lonpac won the Best Insurance Company, Malaysia award at the World Finance Insurance Awards The award recognises industry leaders, individuals, teams and organisations which have reached a benchmark of achievement and best practice in the financial and business world. Best Return to Shareholders (2008, 2010) LPI Group was one of the winners of the Malaysian Business CIMA Enterprise Governance Awards under the Best Return to Shareholder. The insurer has won this award twice-in 2008 and General Insurance Company of the Year (2010) Lonpac was the 1 st Malaysian company to be awarded the prestigious General Insurance Company of the Year Award at the 14 th Asia Insurance Industry Awards The award recognises Lonpac s commitment to its customers and its solid financial performance. Best Insurer (2009, 2010) Lonpac was recognised as the 3 rd Best Insurer Overall by Region Asia 2010 by Euromoney, beating competition from larger insurers in more mature markets including Japan, China, India and Korea. This recognition built on Lonpac s success the previous year when it was declared the winner in all 5 categories for Malaysia in the Euromoney 2009 awards, and consequently received the Best Insurer in Malaysia award. The 5 categories were: Best Insurer for Innovation, Malaysia Best Insurer for Price, Malaysia Best Product Range, Malaysia Best Insurer for Claims Resolution, Malaysia Best Consultant for Insurance Risk Transfer, Malaysia Management Accounting Excellence (2006, 2007) LPI Group received a Certificate of Finalist and a Certificate of Merit in the National Award for Management Accounting in 2006 and 2007 respectively. These awards recognise LPI Group s commendable management accounting practices, which lead to value creation and excellent business performance. RESPONSIBLE CORPORATE CITIZENSHIP We are committed to the execution of Corporate Responsibility ( CR ) vision through the implementation of initiatives serving the community at large. The Group undertakes initiatives that help the underprivileged in a number of areas including education and employment. We are also committed to the goals of environmental conservation. The Group believes that CR is a natural extension of our efforts to maintain a strong corporate governance culture which will strengthen our corporate image and reputation. LPI Group is also committed to the betterment of our staff by raising their value, contribution, productivity and efficiency. LPI GROUP S COMMITMENT We are committed to providing clients with competitive and innovative products and services. We are also committed to investing in human capital development to enhance our core competencies and productivity. LPI Group will continue to deliver healthy returns and enhanced long-term value to our shareholders. We are also committed towards the improvement of the Malaysian community and to help drive the progress of the nation. GROWTH DRIVEN VALUE CREATION 17