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ANNUAL REPORT
COUNTRIES SERVICED BY SYMPHONY
OVERVIEW ACCOUNTABILITY
17 2009 Corporate Milestones & Events Contact Information for BPO Services
PEOPLE OF SYMPHONY
24 Board of Directors
33 Management Team
37 People Development
Our Vision
To be recognised as Asia’s
leading Outsourcing partner.
Our Mission
As one of Asia’s leading Outsourcing
partners we develop and deliver value-
added customised business solutions
enabling our clients to create sustainable
competitive advantage.
Our Contact Management Solutions provide organisations with Symphony’s Share Issuance & Registration Solutions help our clients
complete technical helpdesk services and solutions, right from start- to manage their investor portfolio and other corporate exercises that
up design and build stages, to training and facilities management they may undertake.
phases.
Over 20 years of experience as a service provider with a dedicated
We have the expertise to manage your contact centre both for team of professionals and support staff, we are focused, efficient and
Inbound and Outbound calls, and ensure that it works seamlessly able to provide expert solutions to numerous corporate projects.
within your overall business environment.
Human Resource Solutions are designed to manage our multinational Cheque Processing Solutions is the provision of software and
clients’ day-to-day HR-related processes on a regional basis. consultancy services relating to clearing and payment services,
management and the operation of cheques processing services
Our solutions increase operational efficiency control and data bureaux.
management as well as provide a single point of accountability to
our clients. At the heart of our service provision is a cheque processing
infrastructure with an underlying commitment of carrying out the
A comprehensive HR solutions include payroll, expense claims, service within a strong corporate governance.
employee share options scheme and employee self service.
Our Financial Solutions improve the effectiveness of our clients’ Wealth Management Solutions is the provision of application software
financial functions by leveraging on economies of scale and best development, computer solutions and technology consultancy
practices. services.
We administer technology accelerators to enhance and improve Symphony is the originator and distributor of the Spectrum© Software
workflow by simplifying, standardising and streamlining financial Suite, which consists of e-Advisor©, e-Manager©, e-Director©,
accounting processes across multiple countries. e-Protection© and e-Guardian©.
Largest share registrar in Malaysia Services OVER 2,500 domestic, multinational and non-profit
ORGANISATIONS
Clientele includes Fortune 500 and Global 500 companies
Why are people important to the Outsourcing Industry? LARGEST CORPORATE REGISTRAR with OVER 32% market share of
public listed companies
People are the dynamic differentiators in the Outsourcing business
The ‘2008 Global Outsourcing 100’ list Frost & Sullivan Telecom Malaysia Awards
First Malaysian Company to be listed on – Contact Centre Service Provider of the Year
the International Association of Outsourcing 2008, 2009
Professionals (IAOP) list – BPO Service Provider of the Year 2009
Top 100 Offshoring Companies 2005, SAS70 Certification 2007, 2008, 2009
2006, 2007, 2009
!
2004
• Acquired Malaysian Share Registration Services Sdn Bhd
• Acquired 30.3% in Vsource (Malaysia) Sdn Bhd (now known
as Symphony BPO Solutions Sdn Bhd (“SymBPO”), opening the
door to the provision of international Business Process Outsourcing
services
• Acquired 100% in Global Innovative Management Partners-Act
Sdn Bhd (“GIMP”)
• Entered into a joint-venture with BCS Information Systems Pte Ltd
• Undertook a renounceable rights issue of warrants exercise
• Undertook a private placement exercise
• Undertook a bonus issue and an employee share option scheme
2007
exercise
• Increased stake in SymBPO to 77.0%
• Received Customer Operations Performance Centre Inc. (“COPC”)
Certification (first in Malaysia and fastest in the world) • Symphony undertook an internal Group Reorganisation exercise
• Revenue RM26.81 million* • Disposed GIMP and SGT (“IT Division”)
• Focused on Outsourcing Business
2005 • Global Services/neoIT Top 100 Global Offshoring Company
• 1st Mesdaq company to be transferred to the Main Board of Bursa • Ranked 5th in Corporate Governance amongst public listed
Securities companies by MSWG/University of Nottingham
• Increased equity stake in SymBPO to 71.6% • SAS 70 Certification
• Deloitte Technology Fast 500 Asia Pacific Company 2005 – 19th • Revenue RM160.02 million*
place ranking
• Frost & Sullivan – BPO Service Provider of the Year 2008
• Global Services/neoIT Top 100 Global Offshoring Company • Increased stake in SymBPO to 99.9%
• Revenue RM93.04 million* • Frost & Sullivan – Contact Centre of the Year
• SAS 70 Certification
2006 • 1st Malaysian Company to be listed on the International Association
• Acquired Corporatehouse Services Sdn Bhd (now known as of Outsourcing Professionals list of Top 100 Global Outsourcing
Symphony Corporatehouse Sdn Bhd) Companies
• Undertook a Murabahah Islamic Commercial Papers/Islamic • 2nd consecutive year Ranked 5th in Corporate Governance
Medium Term Notes exercise amongst public listed companies by MSWG/University of
Nottingham
• Frost & Sullivan – Contact Centre of the Year
• Revenue RM158.57 million
• Global Service Top 100 Global Offshoring Company
• Revenue RM118.09 million*
2009
over 1,500
• Frost & Sullivan - Contact centre of the year and BPO Service
Provider of the year
• Top 100 offshoring companies
employees!
• SAS 70 Certification
• Received awards from MSWG for Merit Award and Best Small
Capitalisation Company Award under the Malaysian Corporate
Governance Index 2009
* Continuing operations
• Revenue RM170.52 million
BOARD OF DIRECTORS
Tan Sri Asmat bin Kamaludin
Dato’ Azman Yahya
Abdul Hamid Sheikh Mohamed
John Gerard Cantillon
Khairil Anuar bin Abdullah
Foo San Kan
Mohd Omar bin Mustapha
Financial Solutions
Symphony Share Registrars Sdn Bhd Share Issuance & Registration Solutions
100%
FINANCIAL PERFORMANCE
Revenue 170,522 158,567 160,019 118,095 93,045
Profit before tax 9,690 9,348 15,494 4,658 4,709
Profit after tax 3,150 11,354 16,067 6,175 6,304
Profit after tax from discontinued operations - - (453) (3,387) 12,194
Profit after tax and minority interest (“PATAMI”) 3,315 11,087 13,156 2,116 18,060
Dividend
- Net cash dividend (sen) 0.50 0.50 2.00 1.08 1.08
- Share dividend 1 for 40 1 for 40 - - -
RM170.5 mil
Revenue 7.5%
RM158.6 mil
14.6%
EBITDA* margin 0.7%
14.5%
FY 2009 FY 2008
Note: * EBITDA represents earnings before interest, taxes, depreciation and amortisation.
0.32
0.30
Last Price 0.255
High on 06/12/09 0.307 0.28
0.24
0.22
0.20
0.18
0.16
Volume
Volume 0.147m 20m
SMAVG Volume Histogram (15) 0.266m
10m
0.147m
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
2009 2010
44.29% Others
No. of Shares: 292,322,533
100% Total
No. of Shares: 660,000,000
Fellow shareholders,
GROUP OPERATION HIGHLIGHTS FOR 2009 We place strong emphasis on the importance of compliance to major
regulating standards. To this end we received the NSS Certification,
a technology certification in compliance with security standards
Contact Management Solutions as well as the Statement on Auditing Standards (“SAS”) No. 70,
an internationally recognised auditing standard developed by the
The year under review saw the Group expanding the reach of our American Institute of Certified Public Accountants.
Contact Management Solutions Business (“CMS”), which provides
organisations with complete end-to-end customer relationship The Group has a strategic plan to roll out a full range of HRS services
management services and solutions. Our client base continued to to the European market in the new financial year and is positive on
steadily increase with the acquisition of a number of new clients from the prospects of this market and the potential for further growth.
diverse sectors of the economy, including hospitality and publishing.
Financial Solutions Unlike the previous year, our share issuance arm in 2009 recorded
a marked improvement in performance particularly in the second
Our Financial Solutions Business (“FS”) again recorded a significant half of the year with the recovery of the global economy. Our share
contribution to the Group’s bottom line with an impressive performance issuance unit managed to secure a laudable 11 out of the 14 IPOs
during the year under review. which came to market during the fiscal year. This is equivalent to over
78% market share, thus further maintaining our record of averaging
One of the main reasons for the noteworthy performance in 2009 over 70% market share of the IPO market for 12 consecutive years.
was the continued expansion of our client base. We successfully The crowning achievement came in October 2009 when we
acquired a new client, one of the leading moving companies in the successfully secured and managed the listing of Maxis, the largest
world, which we are servicing in the UK and Europe. Through this IPO ever undertaken in Malaysia.
acquisition we aim to continue to roll out to other countries in 2010.
The Group’s performance in the share registration business is
We are committed to ensuring that our BPO support solutions are dependent on how the stock market performs. Moving forward, with
SAS 70 compliant, thereby assuring disclosure integrity in financial expectations of a more positive economy ahead, we expect to see a
reporting to our clients across the board. The Group has obtained higher number of corporate exercises in the new financial year.
the SAS 70 certification for the third consecutive year.
In order to be better prepared for the impending implementation of
Moving forward, the Group plans to acquire new clients in FS by the eDividend system, we have also been actively involved in the
focusing on countries in Europe, the Middle East as well as Africa. meetings and workshops organised by the Securities Commission
and Bursa Malaysia Depository since the final quarter of 2009. This
is to ensure a smooth implementation of eDividend in September
Corporate Secretarial Solutions 2010. The launch of eDividend market-wide will be a vindication
of Symphony’s own electronic initiative which was introduced way
Our Corporate Secretarial Solutions Business (“CoSec”) faced a back in 2004.
difficult period against the backdrop of the global financial crisis.
The slowdown in the market was aggravated with pricing competition Cheque Processing Solutions
from smaller service providers. Such conditions meant we had to re-
strategise and enhance efforts to retain our existing portfolio of clients Our Cheque Processing Solutions Business (“CPS”), a joint venture
as well as secure new businesses. To this end, we made a concerted between the Symphony House Berhad and BCS Information
effort to offer more competitive prices and expand our range of value- Systems Pte Ltd (“BCSIS”), successfully met Bank Negara Malaysia’s
added services. (“BNM”) 2009 Cheque Truncation and Conversion System (“CTCS”)
implementation mandate. We successfully completed the plan to
We recognise the significance of maintaining a healthy cash flow in replace the existing national cheque image clearing system (SPICK)
order to survive a tough business environment and as such, we had to e-SPICK for cheque processing clients nationwide in 2009.
implemented various cost-saving actions to reduce our daily operation
costs. Together with an effective debt collection system, this allowed The CTCS is a scheme which seeks to modernise the cheque
us to improve our cash flow considerably. As a result of the efficiency processing infrastructure in Malaysia with the electronic notification
drive, the business unit was able to post increased profit compared to of the cheque clearing process and to reduce the risks and costs
the previous year amidst the more competitive landscape. related to paper-based payment tools. The implementation of CTCS
will raise the efficiency of cheque clearing and contribute towards
Of course these results could not be achieved without the quality of the reduction of the cost of doing business, thereby enhancing the
service provided by our employees to clients. To ensure our employees competitiveness of businesses. The roll-out of the CTCS will lead
meet the high standards, we embarked on an aggressive personnel to speedier and shorter cheque clearing cycle, resulting in quicker
development programme involving systematic technical training and accessibility of funds in the depositors’ account.
personal development enhancement throughout the year.
On the back of the operating challenges in 2008, we embarked
on a system revamp in 2009 to address shortcomings, which
Share Issuance and Registration Solutions was successfully completed in May. The year also saw the Group
continuing to focus on other improvement initiatives where we
The Share Issuance and Registration Business (“SIR”) continued to streamlined processes and enforced tighter controls. The fruits
register a commendable performance by retaining its position as of our efforts were seen when we recorded increased efficiency
the country’s top share registrar with 32% market share of the listed in compliance, fraud management, client helpdesk and change
companies. management. We opened a new capturing centre in Alor Setar,
while our Georgetown, Johor Bahru, Ipoh and Melaka capturing
Despite the sombre economic outlook and tough operating centres are now also e-Spick compliant.
environment, the SIR’s focus on securing Initial Public Offerings
(“IPOs”) and other corporate exercises worked well for the Group In keeping with the Group’s philosophy on providing world class
particularly in the final quarter of the financial year. solutions and meeting expectations to stay competitive, we will
continue to review and take proactive measures to improve business
The outlook for the Malaysian and regional financial industry To the Management Team and all citizens of Symphony, I thank
appears to be on the uptrend as clients are becoming more active you for your diligence and tireless efforts during these tough times.
and spending is on the rise. We are optimistic that this trend will I would also like to extend my sincere appreciation to Multimedia
have a positive impact on the Group’s earnings in the coming year. Development Corporation and Outsourcing Malaysia for their
continuous support to Symphony in recognising our endless efforts in
providing first-class service to all our clients.
INSPIRING TRUST
Finally, my sincere gratitude goes to all our Shareholders for believing
We are aware of the significance of remaining relevant to our in us and remaining committed to us. I would like to give you our
clients, shareholders and employees in order for us to move forward assurance that we will continue to persevere and we look forward to
and grow especially in times of economic uncertainties. To this end, growing this business together in the year ahead which holds much
this year especially has seen us stepping up our competitive edge potential and promise.
in order to maintain our stronghold as one of the top BPO partners
in the region.
Until next year, I humbly remain.
Along the way to improvement, we received a number of awards and
recognitions. In 2009, Symphony House Berhad was accorded two
awards by the Minority Shareholder Watchdog Group (“MSWG”),
namely the Merit Award and the Best Small Capitalisation Company
Award under the inaugural Malaysian Corporate Governance
(“MCG”) Index 2009 for our efforts in corporate governance.
Overall, Symphony ranked 12th among the 899 PLCs surveyed
under the MCG index. We attained the highest base Corporate
Governance Score (“CGS”) score of 82.05% for both the Basic
Compliance Score and International Best Practices Score. We are
glad to note that this is an improvement from our score of 79.11%
in the 2008 CGS, reflecting our positive efforts and commitment to
improve corporate governance best practices.
But the East Asian economic crisis of 1998 changed the landscape
forever. The risk reward relationship on global funds which were
often forgotten pre-crisis became the theme and as a result it has
been more and more difficult to attract foreign capital. We suddenly
saw FDIs drying up, mainly due to competition from new developing
countries such as Vietnam, and multinationals shifting investments to
countries with large domestic markets like China and India. We also
saw a massive slowdown of domestic private investments as most
of the physical infrastructure needs were completed, some even in
excess of what we need –we then had 6 mobile telephone operators,
4 urban rail companies, almost a dozen tolled road operators and
the list goes on. Although domestic consumption held steady, the
government had to spend to take up the slack in private investment
so that we were able to grow our Gross Domestic Product “GDP”
resulting in a budget deficit in every single year since 1998, and
indications are that this will continue for the next few years.
Worse, we are not creating enough high wage jobs hence the now
commonly used phrase that we are ‘stuck in a middle income trap’.
As a result, we are not developing talent and what talent we have
is leaving. One very telling statistic from the NEM report is that the
bottom 40% of household earns less than RM1,500 per month which
you will agree that, by Klang Valley standards, is close to the urban
poverty line.
The need for a new economic model is real. But is the NEM for real?
I guess you cannot blame the sceptics because past experience has
not always been that rosy and implementation has always been
our Archilles’ heel. Nevertheless for any plan to have a fighting
chance to succeed, especially one as revolutionary as this, it must
be given the benefit of the doubt. And, because it is a national plan
Yours truly
AZMAN YAHYA
Group Chief Executive
25 February
Symphony announced an Interim Dividend of 0.50 sen single tier dividend per share in
respect of the financial year ended 31 December 2009.
25 February
Symphony announced the distribution of share dividend on the basis of one (1) Symphony
House Berhad treasury share listed on the Main Market of Bursa Malaysia Securities Berhad
for every forty (40) existing ordinary shares.
10 April
Symphony BPO Solutions Sdn Bhd was awarded the Frost & Sullivan Malaysia Telecoms
Awards 2009 for BPO Service Provider of the year 2009.
10 April
Symphony BPO Solutions Sdn Bhd was awarded the Frost & Sullivan Malaysia Telecoms
Awards 2009 for Contact Centre Service Provider of the year 2009.
12 May
Symphony participated in the International Association of Outsourcing Professionals (IAOP)
Asia Pacific Outsourcing Summit.
28 May
Symphony House Berhad held its 7th Annual General Meeting at Sime Darby Convention
Centre, Kuala Lumpur.
7 September
Symphony’s representative’s office in Pune, India went live. It runs as a part of our client’s
Payroll implementation responsible for payroll operations.
10 December
Symphony House Berhad (“Symphony”) was accorded 2 awards by the Minority Shareholder
Watchdog Group (“MSWG”), namely the Merit Award and the Best Small Capitalisation
Company Award under the inaugural Malaysian Corporate Governance (“MCG”) Index
2009.
21 February
22 teams from various Symphony subsidiaries took part in the Symphony Futsal Knockout event
which was held at Sports Planet, Ampang
05 April
Symphony House Berhad contributed and attended the screening of the Iron Wall Forum and
exhibition in aid of Palestinian refugees.
15 April
Symphony relaunched a programme called Job Opportunity Programme whereby staffs are
given an opportunity to transfer job internally from one department to another.
17 April
Symphony House Berhad contributed to the official launch of Orphancare by HRH Sultanah
of Pahang, Sultanah Hajjah Kalsom. Orphancare is a non - profit organisation established in
April 2008.
20 May
Symphony House Berhad contributed and supported the Malaysian Youth Orchestra Foundation’s
effort to raise funds to promote orchestral music and excellence performance via performance
opportunities and scholarships.
06 April
Symphony House Berhad renewed sponsorship of the “NST School Sponsorship Programme”
which gives newspaper to 10 schools under the Education Ministry’s most needed list as a tool
to enhance proficiency in the English Language.
12 June
Symphony organised a movie night for the staffs and each department was given the opportunity
to pick their choice of movie.
26 June
Symphony launched ESS (Employee Self Service) programme. This self service programme is
to lead staffs towards a paperless society.
28 July
Symphony Intranet portal was launched. It allows staffs to constantly receive updates on the
company.
15 August
Treasure Hunt was organised and a total of 42 teams took part in this event. The flag off took
place at Stadium Petaling Jaya and ended at Swiss Garden Damai Laut, Perak. Participants
got an overnight stay with a Hollywood themed dinner party.
11 October
3 teams were sent to participate in the 8.1 km Frost the Trail Charity Run organised by Frost
& Sullivan. 100% of the proceeds goes to the following charity homes: Pusat Kasih Sayang
YWCA, Pusat Jagaan Kanak Kanak Kurang Upaya KIRTARSH and Yayasan Anak Warisan
(YAWA).
13 November
Symphony’s Annual Management Dinner was held at Novotel Hotel, Kuala Lumpur with an
emphasis on the move to our new home in Petaling Jaya.
24 November
A recruitment drive was held at Novotel Hotel, Kuala Lumpur to fill in 400 positions in
Symphony due to expansion of business and the move.
18 December
The first batch of Symphony staffs moved to the new home in Petaling Jaya.
This holistic CSR framework reflects our work ethics that encompass
ways of better living development in our internal as well as external
activities. Our CSR code and values will always remain the backbone
of our conduct.
As a major player in the BPO industry, Symphony’s main asset is Initiatives in 2009
our people. To create a healthy competitive work environment and
to recognise as well as reward our high performers in order to get • Symphony Employee Appreciation Awards (SEA Awards)
the best out of our employees, development programs and rewards - Held for Quarter 4 2008; Quarters 1 & 2 2009
initiatives are held.
• New Hire Orientation programmes
To care for the welfare of our main asset, Symphony paid out about - A total of 22 new hire 1 ½ day sessions were conducted
RM71.1 million in employee compensation and benefits which is throughout the year
41.7% of the Group’s total revenue for the year 2009.
• Sports & Recreational Development
High performing Symphonians were rewarded for their efforts and - Events that developed stronger brand support and
achievements in our Symphony Employee Appreciation Award that teambuilding efforts throughout the year included the
has been restructured for better employee experience. New awards Symphony Treasure Hunt 2009, Symphony Movie Night
have been introduced to recognise a wider group of people. Adding 2009 and Symphony Knockout 2009 Futsal Tournament.
on to the star Performer, Gold Performer, Leader of the Quarter and
• Capacity Building programmes
Best Department awards is the Best Team Leader Award category.
• Skills Enhancement programmes–Internal/ External
Long serving employees are rewarded for their loyalty whereby
• Symphony Internship Programme
they get to pick their choice of gift from a catalogue of goodies.
Employees who have been working with the Symphony Group for 3 • Symphony Management Trainee Programme
years and more were given the luxury to pick from a list of gifts that
ranges from a watch to a set of home theatre system. All in all, a total • Internal Brand Awareness Programmes through our bi-monthly
CHORUS Newsletters, bulletin boards postings, internal JOP +1
of RM0.18 million was issued on such awards alone to encourage
postings and constant internal email communications on events,
employees to continue to work with the tenacity and enthusiasm of
happenings and industry highlights
the Symphony spirit.
COMMUNITY ENVIRONMENTAL
DEVELOPMENT AWARENESS
Symphony contributed to community development in 2009 through Symphony’s CHORUS Core Values to be Socially Responsible is
monetary efforts and involvement initiatives as our way to give back aimed to establish a socially responsible, environmentally aware
to the community. workforce.
In 2009, our community and volunteer efforts included a Group- Our initial environmental awareness segment, “EarthWATCH” in our
wide Blood Donation drive with 108 bags of blood collected; PAWS bi-monthly CHORUS newsletters has been expanded from a small
Donation drive – where donations in terms of cash and items were one column tips segment to a full fledged one-page educational
contributed to the animal welfare; our continued support to New write-up launched with a four-page pull out in conjunction with World
Straits Times’ School Sponsorship Programme and our participation Environmental Day. Topics in “EarthWATCH” was expanded to cover
in the 8.1 km Frost The Trail Charity Run organised by Frost & a wider range of environmental issues. It has so far covered issues
Sullivan. from energy saving tips to global warming to being a responsible
consumer to the plight of the whales. With the believe that education
We are positive that our continued community efforts will not only and awareness is the best way to start making a change, the
build better communities on the outside, but also greater community “EarthWATCH” articles are aimed to let our employees be aware of
spirit within Symphony itself. the plight of this one Earth we live in.
Initiatives in 2009
• Symphony participated in the International Association of
Outsourcing Professionals (IAOP) Asia Pacific Outsourcing
Summit
• Symphony also contributed and supported the Malaysian
Youth Orchestra Foundation’s efforts to raise funds to promote
orchestral music and excellence performance via performance
opportunities and scholarships
• New Straits Times’ School Sponsorship Programme which
provides newspapers on a daily basis to encourage English
language skills development amongst the young
Term of Office
Appointed as Chairman and Independent Non-Executive Director Other position held:
on 3 December 2002
• Vice-Chairman of YTL Cement Berhad
Board Committees • Governor on the Governing Board of The Economic Research
Chairman of the Nomination and Remuneration Committees Institute for ASEAN and East Asia (ERIA)
Education/Qualification Tan Sri Asmat has no conflict of interest with the Group and has no
• Bachelor of Arts in Economics, University of Malaya family relationship with any other Director or major shareholder of
the Group. He has not been convicted of any offences within the
• Diploma in European Economic Integration, University of
past ten years other than traffic offences, if any. Tan Sri has attended
Amsterdam
all six of the Board Meetings held in the financial year ended 31
December 2009.
Skills & Experience
Tan Sri Asmat has vast experience of over 35 years in various
capacities in the public service and his last position in the
public service was as the Secretary General of the Ministry of
International Trade and Industry, a position he held between
1992 and 2001. He has served as Economic Counselor for
Malaysia in Brussels and worked with several international
bodies such as ASEAN, the World Trade Organisation and Asia-
Pacific Economic Corporation, representing Malaysia in relevant
negotiations and agreements.
Term of Office En. Hamid has no conflict of interest with the Group and has no
Appointed as Executive Director since 3 December 2003 family relationship with any other Director or major shareholder
of the Group. He has not been convicted of any offences within
Board Committees the past ten years other than traffic offences, if any. En Hamid has
Member of the Executive and Option Committees attended all six Board Meetings held in the financial year ended 31
December 2009.
Education/Qualification
• A Fellow of the Association of Chartered Certified Accountants
He started his career in the accounting firm Messrs Lim Ali & Co/
Arthur Young, before moving on to merchant banking with Bumiputra
Merchant Bankers Berhad. He later moved on to the Amanah Capital
Malaysia Berhad Group, an investment banking and finance group,
where he led the corporate planning and finance functions until
1998 when he joined the KLSE.
Term of Office Mr. Cantillon has no conflict of interest with the Group and has
Appointed as Executive Director since 1 March 2007 no family relationship with any other Director or major shareholder
of the Group. He has not been convicted of any offences within
Board Committees the past ten years other than traffic offences, if any. Mr. Cantillon
Member of the Executive Committee attended five out of the six Board Meetings held in the financial year
ended 31 December 2009.
Education/Qualification
• Bachelor of Engineering degree from University of Limerick,
Ireland
• Post-Graduate studies in Scientific Measurement from McGill
University, Canada.
Term of Office En. Khairil has no conflict of interest with the Group and has no
Appointed Independent, Non-Executive Director on 25 November family relationship with any other Director or major shareholder of
2002 the Group. He has not been convicted of any offences within the
past ten years other than traffic offences, if any. Encik Khairil has
Board Committees attended all six of the Board Meetings held in the financial year
Chairman of the Audit Committee and member of the Nomination ended 31 December 2009.
and Remuneration Committees
Education/Qualification
• Bachelor of Economics, University of Malaya
• Master of Business Administration, Harvard Business School,
United States of America
• Fellow of the Malaysian Institute of Banks
Term of Office Mr. Foo has no conflict of interest with the Group and has no family
Appointed as Non-Executive Director on 7 February 2003 and relationship with any other Director or major shareholder of the
designated as Independent, Non-Executive Director since 25 Group. He has not been convicted of any offences within the past
February 2005 ten years other than traffic offences, if any. Mr. Foo has attended five
out of the six Board Meetings held in the financial year ended 31
Board Committees December 2009.
Member of the Audit, Nomination, Remuneration and Option
Committees
Education/Qualification
• A Chartered Accountant of the Malaysian Institute of Accountants
• A Member of the Malaysian Institute of Certified Public
Accountants
• A Fellow of the Institute of Chartered Accountants in England &
Wales
• A Fellow of the Chartered Tax Institute of Malaysia
Term of Office En. Omar has no conflict of interest with the Group and has no
Independent, Non-Executive Director since 7 September 2006 family relationship with any other Director or major shareholder
of the Group. He has not been convicted of any offences within
Board Committees the past ten years other than traffic offences, if any. He attended
Member of the Audit Committee all six of the Board Meetings held in the financial year ended 31
December 2009.
Education/Qualification
BA (Hons) and MA Degrees in Politics, Philosophy and Economics,
University of Oxford, England
En. Omar is the Managing Partner and Director of Messrs. Ethos &
Company, a boutique strategy consulting firm based in Kuala Lumpur
which he co- founded in 2002. He is also a founder, director and
general partner of Ethos Capital, a Malaysian based private equity
firm.
Cyril Tan
Chief Executive, Symphony Xen Abdul Hamid Sheikh John Gerard Cantillon
Solutions Sdn Bhd Mohamed Executive Director
Executive Director Dato’ Azman Yahya
Group Chief Executive
Joanne Chan
Stephanie Lim Srithren Krishnan Programme Management
Share Issuance & Training & Development Office
Registration
Sunita Soyza
Contact Management Celine Chan
Solutions (Outbound) Contact Management
Mike McNamara
Solutions
Group IT
Anita Sheila
Group Legal &
Compliance
Azlina Ozair
Wendy Chin Ngeok Mui Group Internal Audit &
Group Company Secretary Johan Aly Abdul Rais Risk Management
Group Corporate Finance
Compensation and Benefits rose from RM66.5 million to RM71.1 million while our employee base grew to 1,500 from 1,400. As Symphony
expanded and grew towards fulfilling its goal “To be recognized as Asia’s leading Outsourcing Partner”, keeping our employees engaged was
crucial. This task was made more challenging given that the Symphony family comprised of diverse cultures and nationalities such as Malaysian,
Australian, New Zealander, Indian, Filipino, Taiwanese, Irish, Japanese and Korean.
With this in mind, our Employer of Choice journey comprised of several key initiatives; improved infrastructure, fun activities and competency
development.
• Our new building created excitement with its 6,000 sq ft recreational hall equipped with pool tables, foosball tables, mini theatre, reading
corner and internet kiosks etc. The gym and dance studio complete with brand new exercise equipments, shower stalls and locker rooms
were other thrilling facilities.
• Fun activities to promote interaction and bonding across the board were well-received with an average participation level of 60%. These
activities included a motorcade treasure hunt that took us from Kuala Lumpur to Lumut, bowling competition, movie night, futsal challenge
and last but not least our Symphony cruiser convoy to Port Dickson.
• An intensive developmental framework kicked off with emphasis on building and nurturing employees’ managerial and leadership
capabilities. To kick start a learning environment, behavioral and supervisory training programs were offered at least 3 times a week. Our
JOP +1 program which was launched in 2008 picked up speed in 2009 with successful placements of more than 100 employees. 15%
of these were either role enrichment, job enlargement or promotions.
Our distinctive “Branded Employee Experience” continues to be the central compass to help guide us towards our goals.
Decentralized HR for
Speedier response to
business needs
Enhanced
Management & Staff Clearly Defined KPIs
Working Relationship
In line with our decentralization of the human resources function, core activities such as recruitment, business training, performance management,
employee relations and strategic human resource were parked into the various business units. This process localization ensured that all human
resource initiatives was developed in line with the respective business strategy. This resulted in stronger synergy and drove higher performance
levels.
The fun activities fostered relations between staff and their managers and gave opportunities for members to also interact and bond with
personnel from other units. Employees are much more vocal in expressing and voicing their thoughts and ideas in an informal and fun setting.
The adoption of the Balanced Score Card approach also meant that every Symphonian had a set of SMART goals. Communication,
communication and more communication was the key driver to ensuring that members were clear on how success was measured.
In our drive towards maintaining an open culture, we continued to pulse our employees for feedback. These were collated via different channels
such as the use of anonymous surveys, regular 1:1 between managers and their staff, focused group forums with human resource partners or
skip level managers and exit interviews etc.
Though we have started to see ourselves making headway towards our journey to becoming an “Employer of Choice”, we have still quite a
ways to go.
i s t h e only way
“Change s q u o is not
stat u
forward, .”
an option
alaysia,
PM of M azak
S e r i N a jib Tun R
Datuk
INTRODUCTION • Frost & Sullivan 2009 Malaysia Telecom Awards – Named the
BPO Service Provider of the Year.
The Board of Directors of Symphony House Berhad (“the Board”) fully
appreciates the importance of adopting high standards of Corporate Further to the Board’s commitment to adhering to good governance,
Governance within the Group. Corporate Governance sets out the such best practices across the Group entail close coordination
framework and process by which companies, through their Board amongst various business units which has ensured the Group’s
of Directors and Management, regulate their business activities. It continued compliance with the relevant guidelines on corporate
balances sound and safe business operations through compliance governance pursuant to the Main Market Listing Requirements
with the relevant laws and regulations. (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa
Securities”).
The Board recognised that the fundamentals underlying realisation
of value of Symphony are investor confidence and bottom line By upholding integrity and professionalism in its management of the
performance. Investor confidence is attained when investors and affairs of the Group, the Board aims to enhance business efficacy,
shareholders have trust in the leadership, the board of directors, transparency and corporate accountability.
adequate protection of stakeholders’ interests, and sustainable and
continuous communications and disclosures by the Company. The Thus, the Board is pleased to report that during the financial year
Board also recognised that bottom line performance is achieved ended 31 December 2009, it had continued to practise good
with the right competitive strategy, organisational performance, risk corporate governance in directing and managing the business
management as well as statutory and regulatory compliance. affairs of the Company and its subsidiaries (“the Group”) therefore,
discharging its principal responsibility of protecting and enhancing
Towards achieving this, the Board is committed to ensuring that the long-term shareholders’ value and financial performance of the
highest standards of corporate governance are consistently observed Group as well as the interests of other stakeholders.
by the Group, not only by due observance of the Principles and Best
Practices on Corporate Governance as set out in the Malaysian
Code on Corporate Governance (Revised 2007) (“the Code”), but BOARD OF DIRECTORS
also to put in place stringent parameters and measures for adherence
by the Management. Board Composition and Balance
In 2009, Symphony House Berhad (“Symphony”) was accorded 2 The Board, with its collective and overall responsibility in leading
awards by the Minority Shareholder Watchdog Group (“MSWG”), and directing the Company’s strategic affairs, has the ultimate
namely the Merit Award and the Best Small Capitalisation responsibility for corporate governance and plays a key role in
Company Award under the inaugural Malaysian Corporate charting the vision, strategic direction, development and control of
Governance (“MCG”) Index 2009. The MCG Index, a premier the Group as well as overseeing the investments of the Company.
index for investors to determine the corporate levels of public listed
companies in Malaysia, is an initiative by MSWG in collaboration The Board believes that effective corporate governance is premised on
with Nottingham University Business School with the objective of three important cornerstones namely, independence, accountability
ensuring best corporate governance practices amongst public listed and transparency.
companies (“PLCs”) and gauging the corporate governance level in
Malaysia. Based on these premises, the Board is of the opinion that an effective
Board is determined by its composition. The Board has a well-
Overall, Symphony ranked twelfth (12th) out of the 899 PLCs balanced composition, with an effective mix of Executive Directors
surveyed under the MCG index. In this regard, Symphony attained and Non-Executive Directors (including Independent Directors) such
the highest base Corporate Governance Score (“CGS”) of 82.05% that no individual or group of individuals can dominate the Board’s
amongst the 899 companies surveyed for both the Basic Compliance decision-making powers and processes and that the number of
Score and International Best Practices Score, which had been an Directors fairly reflects the investments in the Company.
improved performance compared to the CGS of 79.11% in the
2008 Corporate Governance Survey. The Board as at the date of this Statement, comprise of seven (7)
members:
In addition to this, the Board’s further commitment to good governance
- Group Chief Executive (“GCE”)
as well as its commitment to realise investor and shareholder value
in providing services beyond excellence to all its clients and - Two (2) Executive Directors
shareholders is evidenced by the following awards, achievements
and recognition received in 2009: - Four (4) Non-Executive Directors
• Named in the Top 100 Global Offshoring 2009 by Global All four (4) of the Non-Executive Directors are independent as defined
Services and neoIT for the fourth time. under the Listing Requirements of Bursa Securities. The Independent
Directors are:
• First BPO Company in Malaysia to be SAS 70 Certified.
1. Tan Sri Asmat bin Kamaludin (Chairman)
• Frost & Sullivan 2009 Malaysia Telecom Awards – Named the
Contact Centre Provider of the Year for the second consecutive time. 2. Khairil Anuar bin Abdullah
3. Foo San Kan through their knowledge and experience of relevant business sectors.
Together with the Executive Directors who have intimate knowledge
4. Mohd Omar bin Mustapha of the Group’s businesses, the Board constitutes individuals who
are committed to business integrity and professionalism in all their
The Independent Non – Executive Directors make up 57% of the activities.
board membership. The Company has thus complied with Paragraph
15.02 of the Listing Requirements of Bursa Securities which requires The Board is satisfied that the current composition is broadly balanced
that at least two (2) Directors or one third (1/3) of the Board of to fairly reflect the interests of major shareholders, management and
Directors, whichever is higher to be independent. The Independent minority shareholders; and considers its current size adequate given
Non-Executive Directors play a strong and vital role on the Board, the present scope and nature of the Group’s business operations.
entrenching good governance practices in the affairs of the Group
by fulfilling an independent, pivotal role in corporate accountability,
hence their membership within the Audit, Remuneration and Roles and Responsibilities of the Chairman and the Group Chief
Nomination Committees. Executive
The number and the mix of skills of the Directors bring to the Board The roles of the Chairman, Tan Sri Asmat Kamaludin and the Group
the necessary range of experiences and expertise along with the Chief Executive, Dato’ Azman Yahya, are separate with clear
core competencies to enable the Board to effectively discharge distinction of responsibilities between them to provide effective
its responsibilities and perform its functions with due regard to leadership of the Board and the Group. To further reinforce this
shareholders’ interests. The Directors of the Company are professionals separation, the Chairman of the Company is not someone who has
and persons of calibre with diverse backgrounds, expertise and previously served as the CEO of the Company.
experience in various fields. Collectively, the Directors bring a wide
range of business, technical, financial and public service experience The Chairman, who is an Independent Non-Executive Director, has
relevant to the Group, enabling them to bring insightful depth, maturity separate and distinct responsibilities from the Group Chief Executive
and diversity to the leadership and management of the business and to provide effective leadership of the Board and the Group. The
enabling the Group to rest firmly in the charge of an accountable Chairman is primarily responsible for ensuring that the Board meets
and competent Board of Directors. Together, the Board of Directors regularly throughout the year and the meetings are conducted in an
form the mind and management of the Company. The profiles of the orderly manner. The Chairman also plays a pivotal role in ensuring that
Directors are presented in the Board of Directors profile section of the Directors are effectively apprised on the business and operations
this Annual Report. of the Group and encourages healthy debate on issues arising at
Board meetings to ensure that decisions are arrived after taking into
The Independent Non-Executive Directors do not engage in the consideration the interests of shareholders, employees, customers
day-to-day management of the Company. The appointment of and other stakeholders. He is also charged with the responsibility of
Independent Directors who are not members of the management are ensuring the integrity and effectiveness of the relationships between
to ensure that they are free of any relationship which could interfere the Non-Executive and Executive Directors.
with the exercise of independent judgement or the ability to act in
the best interests of the Company and of the minority shareholders. The Group Chief Executive, supported by his team of management
Although all the Directors have an equal responsibility for the Group’s is responsible for the day-to-day management of the Group’s
operations and are jointly responsible for determining the Group’s businesses, which include implementing the policies and decisions
strategic direction, these Independent Directors play an important of the Board, overseeing the operations to ensure organisational
role in providing independent judgement and objective participation effectiveness, and managing the development and implementation of
in the proceedings and decision-making process of the Board. the Company’s business and corporate strategies. The Group Chief
The role of these Independent Directors is particularly important in Executive reports to the Chairman with respect to matters concerning
ensuring that issues of strategies, performance, resources and key the Board members and is obliged to report and discuss at board
policies proposed by Executive Management are fully discussed, meetings all material matters currently or potentially affecting the
examined and objectively evaluated, taking into account the interest Group and its performance, including all strategic projects and
of all stakeholders in the Company and that no significant decisions regulatory developments.
and policies are dominated by any individual or group of individuals.
The Board is ensured of a balance and independent view at all The separation of powers, combined with the presence of four (4)
Board deliberations largely due to the presence of its Independent Independent Directors, ensures a balance of power and authority
Non-Executive Directors who are independent of the Management and provides a safeguard against the exercise of unfettered power
and major shareholders of the Company. in decision-making.
The Executive Directors who have good knowledge of the business Further, pursuant to the requirements of the Code, the Chairman, Tan
are responsible for implementing the corporate strategies, policies Sri Asmat Kamaludin, continues to act as the Senior Independent Non-
and decisions of the Board, overseeing the administration and Executive Director, a role he held since the date of his appointment
management of day-to-day operations of the business as well to the Board, to whom concerns or issues affecting the Group may
as initiating the business development efforts of the Group. The be conveyed. Shareholders and investors may communicate to the
Non-Executive Directors complement the skills and experience of Chairman in regard to investor relation matters through the Group
the Executive Directors in the formulation of policy and strategies Communications unit via e-mail address ask_us@symphony.com.my.
It is also the Directors’ responsibility to declare to the Board whether d. Approval of the Group’s annual budget and amendments to that
they have any potential or actual conflict of interest in any transactions budget thereon;
or in any contract or proposed contract with the Company or any of e. Appointment or removal of the Company Secretary;
its related companies. Where issues involve conflict of interest, the
Directors will abstain from discussion and voting on the matters as f. Recommendation to shareholders for the appointment, re-
well as abstain from any other decision making process in relation appointment or removal of the external auditors;
to these transactions. g. Succession planning of top management and key positions in the
Group;
Duties and Responsibilities of the Board h. Approval for the establishment of the Board Committees, their
terms of reference (i.e. membership and authority), reviewing
The Board retains full and effective control of the Group and plays their activities and, where appropriate, ratifying their decisions;
an important role in defining the scope of corporate governance
i. Major investments and financial decisions;
within it. As a custodian of corporate governance, the Board is of the
opinion that it is able to effectively lead and control the Company j. Changes to the management and control structure within the
and the Group through the discharge of the following stewardship Group, including key policies and procedures and discretionary
responsibilities pursuant to Best Practices in Corporate Governance: authority limits;
• Review and adopt the Group’s medium and long term strategic k. Approval of any significant change in the accounting policies
and business plans; and practices.
• Oversee the conduct of the Group’s business operations and l. Approval of the Risk Management Policies & Procedures and Risk
performance; Management Framework for the Group.
• Identify and effectively manage the principal risks affecting the
In furtherance to that, the Board has also approved and adopted
Group;
a Board Policy Manual (“Manual”). The Manual provides amongst
• Review the adequacy and integrity of the Group’s internal control others guidance and clarity for directors and management with
systems; regard to the role of the Board and its committees, the requirements
of the directors in carrying out their roles and in discharging their
• Implement succession planning for business continuity; and duties towards the Company as well as the Board’s operating
• Maintain effective communication with stakeholders including practices besides emphasising the relationship between the Board,
shareholders and the general public. the management and the shareholders. The role and function of the
Board, as well as differing roles of Executive Directors and Non-
Apart from the specific responsibilities, the Board also takes full, Executive Directors, are clearly documented in the Manual.
independent responsibility and accountability for the smooth
functioning of core processes, involving board governance, business In 2008, the Board also approved the Corporate Balanced Scorecard
value and ethical oversight. (“BSC”) comprising seven key corporate objectives and targets,
encompassing financials, customer satisfaction, internal processes
The Board maintains a schedule of matters reserved for its collective rating, learning and growth prospects. These objectives and targets
decision. The purpose of this is to ensure that the Board and drive the implementation of the Company’s key initiatives towards
Management are clearly aware of where the limits of responsibility achieving its strategic goals. The BSC is applied to all employees in
lie and that due consideration is given to issues at the appropriate the Group to derive the performance culture.
level. Matters which are reserved for the Board’s approval as well
as operational management matters and its delegation of powers to In addition, the Directors are constantly kept abreast with the latest
the relevant level of authority accorded to the Board Committees, operational and regulatory developments on a regular basis.
the GCE, the Executive Directors and the Management are expressly
set out in the Group’s Authority Manual approved by the Board. The
schedule, together with the Group’s Authority Manual ensures that Directors’ Code of Conduct
the governance of the Group is in its hands.
In performance of the Board’s duties, the Directors also observe a
Key matters reserved for the collective decision of the Board include, Directors’ Code of Conduct which continues to govern the standards
but not limited to the following: of ethics and good conduct expected from the Directors. The
Directors’ Code of Conduct, which forms part of the Board Policy
Manual sets out the performance of Directors’ duties and conduct in relation to the Group’s Corporate Governance, its relationship with the
shareholders, employees, creditors and customers as well as its social and environment responsibilities.
Directors’ Indemnity
The Company has in place a liabilities insurance policy for Directors and Officers in respect of any liability incurred by them in the discharge
of their duties while holding office as Directors and Officers of the Company. The said policy does not, however, indemnify a Director or a
member of Management if he is proven to have acted negligently, fraudulently or dishonestly, or in breach of duty or trust.
Whistle-Blowing Policy
It is the Board’s belief that having a whistle-blowing system in place will increase investors’ confidence in the Group. A whistle-blowing system
strengthens, supports good management and at the same time demonstrates accountability, good risk management and sound corporate
governance practices.
As such, a Whistle Blowing Policy was established and approved by the Board of Directors in 2007 to provide a platform and to act as a
mechanism for parties to channel their complaints or to provide information on fraud, wrongdoings or noncompliance to any rules/procedures
by the employee or management of the Company. The policy outlines when, how and to whom a concern may be properly raised, distinguishes
a concern from a personal grievance and allows the whistleblower the opportunity to raise a concern outside their management line and in
confidence. The identity of the whistle-blower is kept confidential and protection is accorded to the whistle blower against any form of reprisal
or retribution. Any concerns raised will be investigated and a report and update is provided to the Board of Directors, through the Audit
Committee.
Board Meetings are scheduled in advance at the end of the previous financial year prior to the commencement of the new financial year to
enable Directors to plan ahead and fit the year’s meetings into their own schedules. To ensure effective management of the Group, Board
Meetings are convened regularly during the year, at quarterly intervals, with additional meetings taking place as and when necessary. During
the financial year under review, the Board held four (4) regular meetings and two (2) Special Board Meetings, as detailed below:
To assist the Board in retaining full and effective control of the Company, the Board deliberates on a formal agenda and schedule of matters
arising for approval or notation during these Board Meetings.
During the financial year ended 31 December 2009, the Board reviewed and/or approved and considered, amongst other matters, the
following:
• Group’s strategic and business plans
• Financial results and performance of the Group
• Quarterly Operating Reports
John Gerard Cantillon 5/6 83 In furtherance of their duties, every member of the Board has full,
unrestricted and timely access to all information pertaining to the
Khairil Anuar bin Abdullah 6/6 100 Group’s business affairs, whether as a full Board or in their individual
capacity, as the decision making process is highly contingent on
Foo San Kan 5/6 83 the strength of information furnished. The Directors also have direct
access to the advice and services of the Company Secretary. The
Mohd Omar bin Mustapha 6/6 100 Company Secretary attends all board meetings and is responsible
for ensuring that Board procedures as well as statutory and
regulatory requirements relating to the duties and responsibilities of
The agenda for each Board meeting, together with detailed Board the Directors are complied with. In addition, the Directors are also
papers and supporting documents are circulated to all Board members empowered to seek independent external professional advice at the
for their prior review in advance of the meeting dates, to ensure that expense of the Company, should they consider it necessary in the
they are fully apprised on matters or key issues affecting the Group course of their duties.
as well as to enable the Directors to make well-informed decisions
on matters arising at the Board meetings. Agenda items for which
resolution is sought are identified and clearly stipulated in the Board Appointment and Re-Election of Board Members
paper to ensure that matters are discussed in a structured manner. It
has always been the Company’s practice that a standardised format The Code endorses as good practice a formal procedure for
of Board paper is circulated for ease of reference during meetings. appointment to the Board, with the Nomination Committee
Matters Arising, a fixed item on the agenda allows the Directors to recommending the appointment of new Directors to the Board. Hence,
monitor the status and follow-up action on issues raised at Board the proposed appointment of new member(s), resignation of existing
meetings. The Board is also notified of any corporate announcements member(s), as well as the proposed re-election of the Directors of the
made to Bursa Securities. Group are approved by the Board upon the recommendation of the
Nomination Committee.
The Chairman of the Board chairs the Board Meetings while the Group
Chief Executive leads the presentation and provides explanation The appointment of any additional Director is made as and
on the board papers and reports. Senior Management staff may when it is deemed necessary by the existing Board. This process
be invited to attend the Board and Board Committee Meetings to is incorporated in the Board Performance Evaluation conducted
advise and provide the Board and Board Committee members with annually where the Board also reviews the needs or otherwise of
appointing additional directors to fill any specific skills gap. The improve the Board’s effectiveness.
selection criteria for the new candidates for directorship encompass
the required mix of skills, experience and other requisite qualities of The broad performance indicators on which Board effectiveness is
individuals towards achieving the business goals. Newly appointed evaluated include board composition and structure, board administration,
Directors are furnished with the necessary information to enable them operations and interactions, board roles and responsibilities as well
to carry out their duties, which includes, inter alia, information on the as board conduct. With regards to the individual performance of the
Group, the Board’s role, powers delegated to various committees respective Directors, the performance indicators include their meeting
and financial information. The Board however makes all decisions attendance, their interactive contributions, understanding of their roles
on appointments only after considering the recommendations of such and responsibilities and their quality of input.
meetings.
Non-Executive Directors’ performance is evaluated by the Chairman,
In accordance with Article 91 of the Company’s Articles of who subsequently meets up with the individual Directors to discuss
Association, any new Director so appointed shall hold office only the results of the evaluation, including recommending areas for
until the next following Annual General Meeting (“AGM”) and improvement, if necessary. The Nomination Committee in turn
shall then be eligible for re-election. In 2009, there was no new evaluates the performance of the Chairman and discusses the results
appointment of Directors. And since the last AGM, there was also of such evaluation with the Chairman. Upon completion of the
no proposal of any candidate for Directorship. evaluation process, the Chairman briefs to the Board on the overall
results of the evaluation conducted and improvements recommended
Pursuant to Article 104 of the Company’s Articles of Association, at in respect of the performance of the Board as a whole.
every Annual General Meeting of the Company, one third (1/3) of
the Directors or if the number is not three (3) or a multiple of three For the financial year ended 31 December 2009, the Board has,
(3), then the nearest one-third (1/3) of the Directors shall retire from through the Nomination Committee, reviewed the skills mix and
office but shall be eligible for re-election. All Directors shall retire experience of the individual Directors, assessed the effectiveness of
from office once at least every three (3) years. For the financial year the Board as a whole and made an assessment of the performance
ended 31 December 2009, the Company has complied with Article of the Chairman.
104, with the retirement by rotation and re-election of the following
Directors at the Seventh Annual General Meeting held on 28 May
2009: Continuous Training of Directors
1. Abdul Hamid bin Sheikh Mohamed; and The Board believes that continuous training for Directors is vital
2. Mohd Omar bin Mustapha to the Board members to gain insight into the state of economy,
technological advances, regulatory updates and management
The re-election of Directors provides shareholders an opportunity to strategies to enhance the Board’s skills and knowledge to enable
reassess the composition of the Board. As at the date of this Statement, them to discharge their duties effectively. As such, the Directors are
the following Directors shall retire pursuant to the said Article 104 continuously encouraged to attend various training programs and
and shall offer themselves for re-election at the forthcoming Annual seminars to ensure that they are kept abreast on various issues
General Meeting: pertaining to the constantly changing environment within which the
business of the Group operates, particularly in areas of corporate
1. Tan Sri Asmat bin Kamaludin; governance and regulatory compliance.
2. Dato Mohamed Azman bin Yahya; and
All Directors have completed the Mandatory Accreditation Programme
3. John Gerard Cantillon (“MAP”) and fulfilled the Continuing Education Programme (“CEP”)
requirements as prescribed by the Listing Requirements of Bursa
Pursuant to Section 129(2) of the Malaysian Companies Act, 1965, Securities.
Directors who are over seventy (70) years of age are required to
submit themselves for reappointment annually. None of the Directors Although PN 15/2003 on Continuing Education Program for
of the Company has attained the age of seventy (70) years for the Directors has been repealed by Bursa Malaysia with effect from 1
financial year under review. January 2005, the Board has decided that it shall, on a continuous
basis, evaluate and determine the training needs of its Directors and
will continue to attend training relevant to their respective needs.
Board Performance Evaluation
Following the amendments of the Listing Requirements which makes
The Board, through its delegation to the Nomination Committee, it incumbent on a listed company to assess the training needs of its
reviews annually its required mix of skills, expertise attributes and core Directors, the training attended by all Directors during the financial
competencies of its Directors. The Board has set up and implemented year is also to be disclosed in the Annual Report. The following
a process to be carried out by the Nomination Committee for the courses were attended by the respective Directors during the financial
assessment and contribution of its Chairman and the individual year ended 31 December 2009:
Board members as well as the assessment and the effectiveness of
the Board as a whole. This framework and process is designed to
maintain cohesiveness of the Board and, at the same time serves to
Tan Sri Asmat bin • FRS 139 Financial Instruments: Recognition & Management
Kamaludin • Financial Institutions Directors Education (FIDE) Programme – Module 1
• 2009 Asia Pacific Outsourcing Summit conducted by International Association of Outsourcing Professionals (“IAOP”)
• Financial Institutions Directors Education (FIDE) Programme – Module 2
• Financial Institutions Directors Education (FIDE) Programme – Module 3
Dato’ Mohamed • Malaysia’s response to the global economic crisis: what’s being done right and what’s wrong. Organized by London
Azman bin Yahya School of Economics Alumni of Malaysia.
• Seminar on Asset Protection in Corporate Insolvencies organized by Zaid Ibrahim & Co.
• KLBC: The Global Economic Crisis: Just How Bad Will It Get and What Will Provide the Growth to End It.
• Dialogue with Mr Michael Evans, VC of Goldman Sachs & Chairman of Goldman Sachs Asia
• Securities Commission Malaysia: World Capital Markets Symposium on The Global Financial Crisis: The Way Ahead
Abdul Hamid bin • Dialogue session with FSTE & Bursa Malaysia: Indices, Investors and the Role of PLCs
Sheikh Mohamed • MSC Malaysia’s Leadership Talk Series – Tun Dr. Mahathir
• MASB Conference – Accounting Challenges in Turbulent Times
• 2009 Asia Pacific Outsourcing Summit conducted by International Association of Outsourcing Professionals (“IAOP”)
• Plenary Session on MCG Index
• Non-EDs Series: Is it worth the Risk? (Securities Commission & PWC)
John Gerard • 2009 Asia Pacific Outsourcing Summit conducted by International Association of Outsourcing Professionals
Cantillon (“IAOP”)
Apart from these training programmes conducted externally, the Directors also benefit from various technical updates and briefings undertaken from
time to time, with an intention to keep the Directors abreast with the industry developments, as well as the changes in related laws and regulations.
Number of Directorships
Directors of the Company do not hold more than (10) directorships in public listed companies and not more than fifteen (15) in non-public listed
companies, as required by the Listing Requirements. This ensures the Directors’ commitment, resources and focus for an effective input to the
Board. The directorships of each Director are set out in the Profile of Directors on pages 26 to 32 of this Annual Report.
DIRECTORS’ REMUNERATION
The remuneration framework for Executive Directors has an underlying objective of attracting and retaining Executive Directors needed to run
the Company successfully. The remuneration of the Executive Directors consists of basic salary and other emoluments. Other benefits customary
to the Group are made available as appropriate. Any salary review takes into account market rates and the performance of the individual and
the Group.
The Non-Executive Directors’ remuneration comprises annual fees that reflect their expected roles and responsibilities, including any additional
work and contributions required. In addition, non-executive members of the Board and Board Committees are paid a meeting allowance for each
meeting they attended. The Directors’ fees are approved annually by the shareholders at the Annual General Meeting by the shareholders.
The ESOS allocation for all Directors and employees of the Group including the Non-Executive and Executive Directors are determined by the
Option Committee in compliance with the ESOS By-Laws approved by the Board of Directors and shareholders.
The details of the remuneration of the Directors of the Company for the financial year under review are as follows:
Non-executive
Tan Sri Asmat bin Kamaludin - 67,000 - - 67,000 -
Khairil Anuar bin Abdullah - 58,000 - - 58,000 -
Foo San Kan - 56,500 - - 56,500 -
Mohd Omar bin Mustapha - 57,000 - - 57,000 -
Executive
Dato’ Mohamed Azman bin Yahya 474,768 - 23,950 - 498,718 -
Abdul Hamid bin Sheikh Mohamed 751,719 - - - 751,719 -
John Gerard Cantillon* 1,862,699 - - - 1,862,699 -
Note: * The remuneration of John Gerard Cantillon (“JGC”) is being paid by a subsidiary company, Symphony BPO Solutions Sdn. Bhd. None of the other Directors have
received any remuneration or fees from subsidiaries of the Company.
** The ESOS for the Group expired on 8 July 2009. As such as at 31 December 2009, all ESOS allocation to the Directors has lapsed.
3. Remuneration Committee that reflects their respective contributions for the year.
The Remuneration Committee was formed on 6 February 2003 and In accordance with the terms of the Board Policy Manual, the
is responsible for recommending to the Board the compensation term of office and performance of the Remuneration Committee
and benefits package and salary scale, the basis for bonus and and each of the members shall be reviewed by the Board at least
salary increments for the executives of the Group. The objective once every three (3) years to determine whether the Remuneration
of the Remuneration Committee is to attract and retain high Committee and its members have carried out their duties and
calibre executives needed to run and manage the Company responsibilities in accordance with their terms of reference.
successfully. The Remuneration Committee is also responsible Accordingly, the Board has in 2009, conducted a review of the
for recommending to the Board the remuneration and benefits same and is satisfied with the performance of the Nomination
package and the terms and condition of service of the Group Committee and each of its members and the retention of the term
Chief Executive. The remuneration package of Non-Executive of office for the existing members.
Directors is also reviewed by the Committee and recommended
to the Board thereafter. The Remuneration Committee comprises
three (3) members, all of whom are Independent Non-Executive 4. Option Committee
Directors:
At an Extraordinary General Meeting of the Company held on
• Tan Sri Asmat bin Kamaludin (Chairman) 25 June 2004, the Shareholders approved the establishment of a
• Khairil Anuar bin Abdullah new Employee Share Option Scheme (“ESOS” or the “Scheme”).
This Scheme came into effect on 9 July 2004 for a period of five
• Foo San Kan (5) years.
The terms of reference of the Remuneration Committee are as Subsequently, an Option Committee was established with
follows: delegated authority to assist the Board in determining all questions
i. Subject to item (ii) below: of policy and expediency that may arise in the administration
of the ESOS scheme and generally exercises all acts that are
• To review and recommend to the Board the compensation required and necessary to promote the best interest of the
and benefits package and salary scale for executives of Company. The Option Committee administers the Group’s ESOS
the Symphony Group; in accordance with the By-Laws of the ESOS and requirements
of the Listing Requirements, and oversees the Management’s
• To review and recommend to the Board the basis for the
implementation of the Scheme with regard to the eligibility of
annual bonus and salary increment for executives of the
employees to participate in the ESOS, option offers, offer date,
Symphony Group.
basis of allotment, exercise of option and option allocations
ii. To review and recommend to the Board the compensation (after taking into consideration the performance, seniority and
and benefits package and the terms and conditions of number of years of service as well as the employees’ actual
service of the Group Chief Executive; and or potential contribution to the Group) as well as dispute and
termination issues in relation to the scheme in line with the ESOS
iii. To review and recommend to the Board the remuneration for By-Laws. Granting of shares to Executive Directors shall be the
Non-Executive Directors of the Company. responsibility of the full Board after considering the Option
Committee’s recommendations.
Summary of activities undertaken during the year:
• The Remuneration Committee held one meeting on 16 The Option Committee shall within the duration of the Scheme,
February 2009. make Offers to any Eligible Employee whom the Option
Committee may in its discretion select to subscribe for new
• The meeting was attended by all members. Symphony shares.
• The Remuneration Committee reviewed and recommended
the following for the Board’s approval: The Option Committee meets as and when necessary and
during the financial year ended 31 December 2009, the Option
i. To consider and recommend to the Board the proposed Committee did not meet for the year as there was no ESOS
annual increment and bonus payment for employees of allocation made to the employees of the Company. Furthermore,
the Symphony Group for the year ended 31 December the ESOS for the Group expired on 8 July 2009.
2008.
ii. To review and recommend to the Board the proposed
Directors’ remuneration including Directors’ fees and 5. Employee Share Trust Scheme Committee
allowance for attendance at all Committee and Board
meetings. The Employee Share Trust Scheme Committee (“ESTS
Committee”) was established on 21 May 2008 to administer
iii. To review the performance of the CEO and Executive the implementation of the Employee Share Trust Scheme (“ESTS”)
Director and recommend to the Board on specific in accordance with its terms of reference. Its objective includes
adjustments in remuneration and/or reward payments establishing relevant and practical guidelines for the effective
The ESTS Committee comprises four (4) members: c. The Executive Committee is also empowered, within the
restricted authority given by way of authority limits determined
• Dato’ Mohamed Azman bin Yahya and approved by the Board to:
• Abdul Hamid bin Sheikh Mohamed i. Review, recommend and approve the tendering of jobs /
submission of proposals within its power and limitations;
• John Gerard Cantillon
ii. Review, recommend and approve the appointment of
• Foo San Kan
Consultants within its powers and limitations;
The terms of reference of the ESTS Committee are as follows: iii. Review recommend and approve expenditures within its
powers and limitations;
i. To establish a formal and transparent procedure on the
implementation of the ESTS pursuant to the mandate from the iv. Review recommend and approve the provision of doubtful
Board of Directors in accordance with the ESTS terms. debts within its powers and limitations;
ii. To discuss any issues and reservations arising from the v. Review, recommend and approve the defending and
implementation of the ESTS and formulate practical solutions initiation of legal actions relating to day-to-day operations
for the same including the passing of any amendments to the within the ordinary course of business.
ESTS terms.
d. To deal with such other matter as may, from time to time, be
iii. To ensure that the incentives given under the ESTS conform delegated by the Board.
to the overall objective of the Company as an employer of
choice and are in the best interests of the Company. The EXCO meets regularly and during the course of the financial
year ended 31 December 2009, the EXCO met twelve (12)
iv. To ensure that the ESTS will provide the Company and
times and all members of the Committee were present for all the
its Group with a share-linked remuneration scheme that is
meetings.
flexible in its implementation, eligibility of recipient and
distribution and which shall be based on the achievement of
the corporate scorecard and individual performance targets.
v. To select the Eligible Employees who shall be eligible to
participate in the ESTS.
vi. To determine the allocation of any surplus to the Eligible
Employees.
The ESTS Committee meets as and when necessary and during the
financial year ended 31 December 2009, the ESTS Committee
did not meet for the year as there was no ESTS allocation made
to the employees of the Group.
6. Executive Committee
The attendance record of individual Directors at Board Committee meetings for the financial year ended 31 December 2009 is set out below:
Note: The Option Committee and ESTS Committee did not meet in 2009 as there was no allotment/allocation made during the year.
SHAREHOLDERS
Apart from the Board’s primary duty to provide accountability, the Group continues to recognise the importance of maintaining transparency in its
dealings with its investors and shareholders as it ensures that market credibility and investors’ confidence are maintained. As part of the Group’s
efforts to establish good investor relations, the Group continuously ensures that the dissemination of material information is done to promulgate
timeliness, clarity, completeness and accuracy in the disclosure of information, which in turn should enable shareholders and investors to make
informed investment decisions. Various channels of communication are employed to promote effective dissemination of information.
A key channel of communication used to provide its shareholders and investors with information which include its business, financials and other
key activities is the Annual Report of the Company, which contents are continuously enhanced to take into account developments amongst others
in corporate governance practices. As part of its environmental friendly initiatives, the Group has since 2006 despatch the Annual Reports in
electronic form (CD) to shareholders. Shareholders may also request for printed copies of the complete Annual Report. The Annual Report is also
made available on the Company’s website.
Apart from the mandatory requirement to make public announcements via Bursa Securities, the Group also disseminates information through
press releases on corporate events and business as well as any significant developments of the Group.
Further, the timely releases of financial results, in line with Bursa Securities’ Listing Requirements provide shareholders with an overview of the
Group’s performance and operations.
The Company also responds to requests for discussions with institutional shareholders and analysts to give them a better understanding of the
businesses of the Group.
Besides the key channels of communication through the Annual Report, general meetings and announcements to Bursa Securities as well
as analyst and media briefings, there is also continuous effort to enhance the Group’s website at www.symphony.com.my as a channel of
communication and information dissemination – at the publication of this Annual Report our website had undergone further improvements
to its presentation features and contents. Continuous improvement and development of the website is expected as the Symphony Group
consolidates its businesses and various company websites into a single website for reference by the public at large. This website is also
maintained to ensure easy and convenient access to the Group’s financial information by shareholders and investors, press releases, annual
General Meetings
At both the AGM and EGM, the Chairman of the Board presents
amongst other matters, a comprehensive review of the Group’s
financial performance, operations and business plans as well as
projected future performance. The Chairman also encourages
and provides shareholders with an opportunity to participate in
the question and answer session, prior to seeking approval by
show of hands from members and proxies on the resolutions being
proposed.
Any queries and concerns regarding the Group may also be addressed to the following persons:
Abdul Hamid Executive Director Financial / Investor 03-7841 8001 03-7841 8008
Sheikh Mohamed Relations
Johan Aly Abdul Rais Manager, Group Investor Relations 03-7841 8014 03-7841 8008
Corporate Finance
Wendy Chin Ngeok Mui Group Company Secretary Shareholders’ queries 03-7841 8228 03-7841 8199
The Investor Relations policies also sets guidelines in regard to the communication processes to various audiences of the Group including
guidelines in regards to communication channels and communication in crisis situations.
Since its inception in 2002, the Symphony Group has always taken an active role as a responsible corporate citizen by adopting high
standards of Corporate Governance, effective communications with its stakeholders and participation in social development activities. In 2006,
the Symphony Group has developed an internal policy document on ‘Corporate Social Responsibility Framework for the Symphony Group’
which forms part of the overall Communications and Investor Relations policy of the Symphony Group.
The Corporate Social Responsibility Framework for the Symphony Group sets out the policy, framework and best practices with regard to
corporate social responsibility and activities of Symphony House, its subsidiaries and associate companies. It forms part of the Group’s
continuous efforts to enhance and improve the corporate governance environment and establishes a process for a re-alignment of the goals
and objectives of Corporate Social Responsibility (“CSR”) with the objectives of Symphony. It is also a guide which focuses on assimilating best
practices for choosing among the varied social issues that could be addressed by Symphony; selecting an initiative that will do the most good
for the social issue as well as for the Group; ultimately developing and implementing successful CSR programmes.
The Milestones section and the Corporate Social Responsibility Statement of the Annual Report 2009 list the CSR activities and support done
by the Symphony Group.
Financial Reporting
The Board is committed to provide and present a balanced, insightful and timely assessment of the Company’s and the Group’s financial
position and prospects by ensuring quality financial reporting to its stakeholders, in particular, shareholders, investors and the regulatory
authorities. They are kept abreast of the Company’s and the Group’s financial position during the financial year, through the annual financial
statements, quarterly financial results announcement and press releases.
Quarterly financial results and annual financial statements are reviewed and deliberated upon by the Audit Committee to ensure the quality of
financial reporting and adequacy of such information, prior to submission to the Board for its approval. The Audit Committee also reviews the
appropriateness of the Company’s and the Group’s accounting policies and the changes to these policies.
The Directors are responsible for the preparation and fair presentation of the financial statements for each financial year in accordance with the
Financial Reporting Standards and the Companies Act, 1965. The Statement of Directors’ Responsibility in relation to the Financial Statements
is presented on the appropriate section of this Annual Report.
The Group has in place a procedure to ensure that the Company meets its obligations under the Listing Requirements of Bursa Securities relating
to related party transactions.
A list of related parties within the Group is disseminated to the various business units to determine the number and type of related party
transactions. All related party transactions are then reviewed by the Internal Auditors and a report on the reviews conducted is submitted and
A list of significant related party transactions is set out in Note 27 to the Financial Statements section of this Annual Report.
Internal Control
The Board acknowledges its overall responsibility for maintaining a system of internal controls that provides reasonable assurance of effective
and efficient operations, legal and regulatory compliance as well as adherence to internal policies and procedures. The Board also recognises
that risks cannot be eliminated completely. Therefore, the Group’s system of internal controls is designed to provide reasonable assurance
against risks of material errors, frauds or losses occurring. During the year, the Board has, through the Audit Committee, carried out ongoing
process of identifying, evaluating and managing key operational and financial risks affecting the Group.
The effectiveness of the Group’s system of internal controls is reviewed periodically by the Audit Committee. The review covers the financial,
operational and compliance controls as well as risk management. For the financial year under review, the Board considers that the system
of internal controls instituted throughout the Group is sound and sufficient to safeguard shareholders’ investments and the Company’s assets.
Continuous risk management efforts have been made to enhance the adequacy and integrity of the Group’s system of internal controls.
Abdul Hamid joined Symphony and was appointed to the Board of the Company on 3 December 2003. He is the Executive Director
responsible for all corporate and support functions throughout the Group which includes the Group Finance function. Besides that, he also
oversees the operations of the Group’s Corporate Secretarial, Domestic Human Resource Solutions (“HRS”) & Financial Solutions (“FS”) and
Share Issuance & Registration (“SIR”) businesses.
Abdul Hamid is an accountant by profession. He is a Fellow of the Association of Chartered Certified Accountants. He worked in Kuala Lumpur
Stock Exchange (“KLSE”) as the Deputy President (Strategy & Development) and Chief Financial Officer prior to joining Symphony.
Further details on the qualifications as well as the skills and experience of Abdul Hamid are in the Board of Directors’ Profile section of this
Annual Report.
Anita Sheila
Head, Group Legal and Compliance
Anita Sheila is a lawyer by profession. She joined Symphony on 5 January 2009 as the Head of Group Legal overseeing all matters relating
to legal and regulatory compliance of the Group. Prior to joining Symphony, she was a practising lawyer for 4 years and a Corporate Legal
Counsel for a public listed company for 6 years.
Anita holds a Bachelor of Law Degree (Hons) from University of London and obtained her Certificate in Legal Practice (Hons) from University
of Malaya.
Further details of the Group’s system of internal controls are set out in the Statement on Internal Control section of this Annual Report.
Audit Committee The details of audit fee payable and non-audit fee paid or payable
to the External Auditors are set out below:
In addition to the duties and responsibilities set out under its terms of
reference, the Audit Committee also acts as a forum for discussion 2009 (RM)
of internal control and risk management issues and assists the
Board in monitoring the effectiveness of the internal control and risk Audit fee payable to Ernst & Young 208,000
management systems of the Symphony Group.
Non-audit fee paid / payable to Ernst & Young 32,500
The minutes of the Audit Committee meetings are tabled to the Board
for notation and for action where appropriate.
A summary of the activities of the Audit Committee during the year
The activities carried out by the Audit Committee during the year as well as the role of the Audit Committee in relation to the external
are set out under the Audit Committee Report section of this Annual auditors and internal auditors are set out in the Audit Committee
Report. Report section of this Annual Report.
For the year under review, the Audit Committee met with the
External Auditors without the presence of the Executive Directors and
Management on 30 March 2009 and 16 November 2009.
The following information is provided in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”) for the financial year ended 31 December 2009:
During the financial year under review, there were no sanctions or penalties imposed on the Company and its subsidiaries, Directors or
Management (affecting the Company and its subsidiaries) by any regulatory body.
Save as otherwise disclosed in the RRPT section, the Company and its subsidiaries had not entered into any material contracts which involved
the interests of the Directors or major shareholders, either still subsisting at the end of the financial year, or which were entered into since the
end of the previous financial year.
Non-Audit Fees
The non-audit fees paid to the Company’s external auditors, Messrs Ernst and Young during the financial year ended 31 December 2009
amounted to RM32,500. The non-audit fees paid were for advice on taxation matters, review of the Directors’ Statement of Internal Control and
the calculations of the financial ratios required under the Islamic Commercial Papers/Medium Term Notes Programme.
The provision of these services by the external auditors to the Group were cost effective and efficient due to their knowledge and understanding
of the operations of the Group, and did not compromise their independence and objectivity.
Variation in Results
There were no significant variations between the audited results for the financial year and the unaudited results previously announced.
Share Buybacks
During the financial year, the Company bought back 20,000 shares from the open market as follows:
All the shares purchased by the Company were retained as treasury shares. On 21 April 2009, a total of 15,695,195 shares purchased
were distributed as Share Dividend. Save for the above, there were no treasury shares resold or cancelled during the financial year. As at 31
December 2009, a total of 16,334,805 ordinary shares were held as treasury shares.
During the financial year, there was no exercise of options granted pursuant to the Company’s Employee Share Option Scheme which expired
on 8 July 2009.
There was no issuance or exercise of warrants which expired on 28 April 2009 or convertible securities during the financial year.
There were no profit estimate, forecast or projection issued by the Company and its subsidiary companies during the financial year ended 31
December 2009.
Profit Guarantee
There was no profit guarantee for the financial year ended 31 December 2009.
There were no proceeds raised from corporate proposals during the financial year ended 31 December 2009.
Revaluation Policy
The Company does not have a revaluation policy on landed properties as it does not own any landed properties.
During the year under review, the Company did not sponsor any ADR or GDR programme.
The list of significant recurrent related party transactions of revenue or trading nature entered into by the Symphony Group is disclosed in Note
27 of the Notes to the Financial Statements. For the financial year ended 31 December 2009, no shareholders’ mandate was issued for the
recurrent related party transactions of revenue or trading nature entered into by the Symphony Group pursuant to Paragraph 10.09 (1) (a) of
the Listing Requirements of Bursa Securities.
INTRODUCTION key operational and financial risks affecting the achievement of its
corporate objectives throughout the year, whereas the effectiveness
The Malaysian Code on Corporate Governance requires listed of the system of internal controls is reviewed periodically by the Audit
companies to maintain a sound system of internal control to safeguard Committee.
shareholders’ investment and Group’s assets. The Listing Requirements
of Bursa Malaysia Securities Berhad (“Bursa Securities”), pursuant to
paragraph 15.26(b), requires the Directors of Listed companies to STRATEGIC ENTERPRISE-WIDE RISK MANAGEMENT FRAMEWORK
include a statement in annual reports on the state of their internal
control. The Board affirms that effective risk management is an essential
and indispensable part of corporate management. The Group
Bursa Securities’ Statement on Internal Control: Guidance for Directors strives to manage risk effectively with a view to protecting assets
of Public Listed Companies (“Guidance”) provides guidance for and stakeholders, ensuring achievement of the business objectives
compliance with these requirements. and enhancing shareholder value. For this endeavour, the Group
has established and maintained a Strategic Enterprise-wide Risk
In compliance with the aforementioned obligation, the Board of Management (“ERM”) Framework not only as a compliance tool but,
Directors of Symphony House Berhad is pleased to present the more importantly, as a performance management tool to achieve
following statement which outlines the nature and scope of internal its corporate objectives. The Board believes that risk management
controls that affected the Group during the financial year under should not be viewed in isolation as it is very much part of strategic
review. planning initiatives. It also believes that risk management should
also be balanced, taking into consideration the cause and effect
of the essential components of the organisation. With adequate risk
BOARD RESPONSIBILITY management, the Group will be able to maximise opportunities to
reach its full potential.
The Board recognises the importance of sound internal controls
and risk management practices towards implementation of good The Board further acknowledges that risk management is an on going
corporate governance. The system of internal control that has been process and business risks are embedded and forms an important
put in place is designed to identify and manage the principal risks part of the internal control system of the Group. As such, continuous
faced by the businesses in pursuit of its objectives. The system of efforts are made to improve the policies, processes, people and
internal control covers inter alia, risk management and financial, structures within the Group. Therefore, in an effort to improve the
organizational, operational and compliance controls. Group’s internal control processes and in light of the changes in
the structure of the Group during the financial year, the Board has
Further, the Board affirms its overall responsibility for the Group’s decided to improve the management of existing risk by revamping
system of internal controls and risk management, and reviewing the risk management framework, structure and processes of the
the adequacy and integrity of those processes. However, it also Group. And as such, this revamping of the Group’s Risk Management
recognises that due to inherent limitations, the Group’s system of Framework was conducted in 2009. For the purpose of this exercise,
internal control is designed to manage the Group’s risks within an an external consultant was appointed by the Board to undertake the
acceptable risk profile, rather than eliminate the risk of failure to enhancement of the ERM Framework for implementation throughout
achieve corporate objectives. Accordingly, the Board is also of the the Group.
view that the Group’s system of internal control can only provide
reasonable but not absolute assurance against material misstatement The following are the key activities that took place in the year 2009
or loss. The internal controls, financial or otherwise, should provide pursuant to the formalisation and adoption of the Revamped Risk
reasonable assurance regarding the achievement of the Group’s Management Framework of the Group:
objectives in:
• The conduct of 4 Risk Awareness Sessions covering 130
• Effectiveness and efficiency of operations participants to enhance the risk awareness amongst Symphony’s
Board, Senior Management and selected Managers; and to
• Reliability and transparency of financial information provide guidance and pre-preparation for the risk assessment
• Compliance with laws and regulations workshop.
• Safeguarding the company’s assets • The facilitation of Risk Assessment Workshops conducted through
a combination of 9 workshops covering 105 participants and
• Realising the Group’s strategic objectives various interviews and discussions with GCE, EDs, Directors and
• Optimising the returns to and protecting the interest of selected Managers.
shareholders • The Risk Assessment Workshops were conducted to identify the
individual risks faced by the Group and each of its business lines.
The Board believes that the review on the adequacy and effectiveness Significant risks which affects each business unit’s objectives are
of the system of internal control is a concerted and continuing identified and scored based on the likelihood of the risks occurring
process. Such reviews are conducted through the various committees and the magnitude of impact. The outcome of the risk identification
established by the Board and Management. The Board has, and evaluation process is a risk register which documents all
through the Risk Management Committee, carried out an ongoing identified key risks, detailing the individual risk profiles and their
process of identifying, evaluating, monitoring and managing the
corresponding risk levels for each business unit. RISK GOVERNANCE AND REPORTING STRUCTURE
• A consolidated risk profile was then arrived and derived for the
The Group maintains a governance structure that strengthens the
Group for the purpose of preparing Risk Action Plans for the Top
process of risk identification, evaluation and mitigation as well as
10 Key Risks of the Group.
risk reporting, which enables the Group to manage the changing
• Risk Owners and Co-Owners for the key risks of the Group were operating environments in a structured and effective manner.
identified to ensure that Risk Action Plans for these key risks
identified from the risk assessment process will be carried out Upon approval of the new Revamped Risk Management Framework
accordingly. of the Group by the Board, the composition and structure of the
Risk Management Committee has also been restructured; chaired by
• Presentation to the Audit Committee and the Board for the the Group Chief Executive and comprise of the Executive Directors,
purpose of: the Heads of Business Units and the Heads of the main Corporate
- Reporting on the progress of the Enterprise Risk Management Functions of the Group.
(“ERM”) Programme to date.
- Reviewing and approving the Top 10 Risks of the Group and
the detailed Risk Profiles of each business lines.
Board of Directors
- Considering and approving the proposed Risk Management
Policy, Group’s ERM Framework, ERM Reporting Structure
and its related roles and responsibilities, and the composition Internal Audit
Board Audit
of the members of the Risk Management Committee.
Committee
Group Internal
Audit &
RISK MANAGEMENT POLICY Risk Management
Risk Management
In successfully achieving the organisation’s vision, missions and Committee (RMC) Risk Manager
objectives, it is crucial for the Group and the Board to understand
the nature of risks faced by the organisation and ensure that effective
mitigation plans are in place, and continues to be in place to Risk Owners
effectively response to changing business environment and enhancing
the ability to make better business decisions.
The Board has a stewardship responsibility to both understand the risks Human Resource Human Resource
Solutions & Solutions &
faced by the Group, communicating the requirements of the Group’s
Financial Solutions Financial Solutions
policy, and to guide the organisation in dealing with these risks. (International) (Domestic)
RISK REPORTING Central to the Group’s Internal Control and Risk Management
Framework is its Control Self-Assessment (“CSA”) process. The
The Group’s Risk Management Framework provides for regular process is a recognised and flexible management tool for acquiring
review and reporting. The key elements for the process are: information about business process risks, while empowering the risk
owners to undertake responsibility and mitigate those risks. Each
• The Board reviews all key risks of the Group; the Group’s business unit is required to document the management and mitigating
consolidated risk profile and the status of Action Plans for the Top action plan for each significant risk. Risk assessment and evaluation
10 Risks for the Group on a half-yearly basis. form an integral part of the annual strategic cycle. The Board, as
part of the annual strategic review, considers and approves the
• The RMC meets quarterly to consider the risks identified, to review Group’s risk structure.
the updated risk profiles and risk registers and the risk mitigation
strategies and the control processes to be recommended as well
as the status of action plans. THE AUDIT COMMITTEE AND INTERNAL AUDIT FUNCTION
• The Risk Manager will review and consolidate the status of action During the financial year under review, the Group Internal Audit
plans and the updates of the risk profiles and prepare a progress Function carried out periodic audit reviews based on the Internal
report to be presented to the RMC on a quarterly basis. Audit Plan approved by the Audit Committee to evaluate and report
on the adequacy, integrity and effectiveness of the overall system
• Risk owners and co-owners that have been identified will update of internal control implemented throughout the Group. The Group
the business units’ risk profiles and risk registers as well as the Internal Audit aims to advise management on areas for improvement
status of implementation of action plans and will report on the and subsequently performs follow-up reviews to determine the extent
progress and updates to the Risk Manager. to which the recommendations have been implemented.
The business units are responsible for identifying and managing risks The Internal Audit Function reports directly to the Audit Committee.
within their lines of business and ensure that their day-to-day business In the course of performing its duties, the IA Function has unrestricted
are carried out in accordance with the established risk policies and access to all functions, records, documents, personnel, or any other
procedures and framework. resource or information, at all levels throughout the Group. The IA
function is independent of the activities that it audits or reviews,
The Risk Management Unit is responsible for coordinating and and its personnel are not allowed to perform any operational duties
facilitation of the Risk Management activities group-wide through all within the Group during their service in IA.
the appointed risk owners, co-owners and person-in-charge for each
business units and support functions within the Group. The Audit Committee reviews and deliberates on the reports from the
internal and external auditors on a regular basis, and present such
In addition, the Board will also ensure that management implements all audit findings and its recommendations for improvements on the state
action plans within the agreed timeline while the he Risk Management of internal control system to the Board.
Committee will monitor and review the status of their implementation
and report the progress to the Board on quarterly basis. The Audit Reports, including Management’s responses are also
circulated to the Group Chief Executive, Executive Directors,
The Group Internal Audit (“IA”), which is an independent, unbiased Heads of respective Business Units/Department and other Senior
function, will be involved in validating the results of the ERM Management for safe keeping and follow-up purposes to ensure that
processes. The IA function examines the risk management systems recommendations are being carried out.
for the completeness, comprehensiveness, and reliability, besides
verifying the ERM Framework for adequacy and effectiveness.
The Board is committed to maintaining a strong control structure and b. Operational Manuals
environment to facilitate the proper conduct of the Group’s businesses
and operations. Apart from the risk management and internal audit, Operational manuals for business units are available within
the other key elements of the Group’s system of internal control are the Group and set out policies and procedures for day-to-day
as stated below: operations and act as guidance to employees on the necessary
steps to be taken in a given set of circumstances. The manuals
• Organisational Structure enable tasks to be carried out with minimal supervision.
The Group has in place an organisational structure that is c. IT Policies and Procedures
aligned to business efficacy and operational requirements,
with clearly defined lines of accountability, responsibility and There is also an IT Policy which incorporates the Corporate
delegated authority. The Board is the pinnacle of the corporate Policy on the usage of Personal Computer Software and
governance structure of the Group. The Board is assisted not Corporate Policy on the usage of E-mail and Internet. This
only by the Executive Management team, but also by delegation is in addition to the IT Asset Hardware & Software Policy
of authority to the independent Board Committees such as the and the Security Implementation for the Antivirus Level
Audit, Nomination and Remuneration Committees in specific Protection. These policies are established to achieve and
areas for enhanced internal control and corporate governance. maintain confidentiality, integrity, availability, authenticity
and reliability of information and information processing.
• Executive Review and Monthly Management Meetings
d. Whistle blowing policy
There has been active participation by the Executive Directors in the
day-to-day running of business operations, and regular dialogue The Whistle-blowing Policy guides employees of the Group
with senior management of the respective business units. in communicating and reporting instances of illegal or
immoral conduct to the appropriate parties within the Group
An Executive Committee was initiated in 2007 whose and at the same time protecting these employees against
responsibility is to review and manage the business operations victimisation, discrimination or being disadvantaged in any
of the Group. In addition, the Committee is also responsible in way arising from such communications. Arrangements are in
implementing and overseeing the conduct of the strategic and place for the proportionate and independent investigations
operations plans which fall within their authority. The Executive on all allegations or reports from within or outside the Group
Committee meets regularly, at least once every month. with appropriate follow up actions. The policy builds into
the Group’s culture, abhorrence for fraud, and that any
Management Meetings, attended by the Executive Directors and conduct of this nature will not be tolerated. It also promotes a
respective Heads of the Business Units are held on a regular transparent and open environment for fraud reporting within
basis to identify, discuss and report on operational performance, the Group.
business strategy, financial and key management issues of each
business units. e. Group Communication Policy
• Policies, Procedures and Financial Authority Limits The Board has also adopted a Communication Policy to
ensure that all decisions made are communicated promptly
The Group has in place documented policies and procedures to all staff at all levels within the Group and to enable
to govern the financial and operational functions, and ethics the Symphony Group to communicate effectively with its
of the Group. The objectives of the policies and procedures shareholders, major investors, other stakeholders and public
are to ensure ethic, internal control principles and mechanisms generally with the intention of giving them a clear picture of
are embedded in operations and that there is a clear line of the Group’s performance and operations. In addition, an
responsibility and accountability among the business units of the Internal Newsletter was also launched in 2007 to act as an
Group. Some of the key policies and procedures implemented additional medium of communication to all staff.
within the Group are:
The Group also conducts Quarterly Town Hall meetings with
a. Group’s Limit of Authority all employees, give out employee awards and hear views
and suggestions from employees.
The Group’s Limit of Authority assigns authority to the
Board and to the appropriate level of Management staff to f. Human Resource Policy
exercise control on the Group’s commitment of both capital
and operational expenditures. It provides limits to enable The Group has in place a Human Resource Policy and an
decisions to be taken timely and at the same time provide Employee Handbook that sets out general employment terms
check and balance on the amounts and types of commitments and conditions and sets the tone for control consciousness
that Management can undertake on behalf of the Group. and employee conduct. It is designed to provide guidelines
The Limits of Authority are approved by the Board and are to employees with the objective of ensuring issues and
In furtherance to that, the Company has also initiated Quarterly WEAKNESS IN INTERNAL CONTROLS THAT RESULT IN MATERIAL
Town Hall Meetings in 2008 and continued this initiative in 2009 LOSSES
to brief all the employees on the quarterly business performance of
the Group and present staff excellence / performance awards. Management identified minor internal control weaknesses during the
year, all of which are being addressed. No major internal control
The Group’s strategic direction is also reviewed annually in weaknesses were identified nor did any of the reported weaknesses
light of the prevailing market conditions and significant market result in material losses or contingencies requiring disclosure in the
risks. Management Offsite Gathering, attended by all Senior Group Annual Report. Management continues to take measures to
Management of the Group was also organised in 2009 to strengthen the control environment.
review the business performance of the Group as well as to
present the budget and strategic direction of the Group.
REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS
• Investment Appraisal
Pursuant to paragraph 15.23 of the Listing Requirements of Bursa
Major investment proposals on mergers and acquisitions as well Malaysia Securities Berhad, the external auditors have reviewed this
as long-term business investments are thoroughly reviewed and Statement for inclusion in the annual report for the year ended 31
appraised by the Board. December 2009. Based on their review, nothing has come to their
attention that causes them to believe that this Statement is inconsistent
• Insurance and Physical Safeguards with their understanding of the process adopted by the Board in
reviewing the adequacy and integrity of the system of internal
Adequate insurance provision and security measures on major controls.
assets of the Group are provided to ensure that it sufficiently
safeguards against any mishap that will result in material losses
to the Group.
The Board of Directors of Symphony House Berhad is pleased to present the report on the Audit Committee and its activities during the financial
year ended 31 December 2009.
The Audit Committee presently comprises three (3) members of the Board of which all are Independent Non-Executive Directors. This is in line
with the revised Corporate Governance Code and also in accordance with Paragraph 15.09(1)(b) of the Main Market Listing Requirements
(“Listing Requirements”) of Bursa Securities which requires that all members of the Committee to be Non-Executive Directors, with majority of
them being independent directors.
The Chairman of the Audit Committee, En Khairil bin Abdullah, is an Independent Non-Executive Director and as such meets the requirement of
Paragraph 15.10 of Bursa Securities’ Listing Requirements. Mr Foo San Kan is a Chartered Accountant of the Malaysian Institute of Accountants
(“MIA”) and a Fellow of the Institute of Chartered Accountants in England & Wales (“ICAEW”). In this respect, the Audit Committee of Symphony
is in compliance with Paragraph 15.09(1)(c) of Bursa Securities’ Listing Requirements. In addition, all members of the Audit Committee are
financially literate and are able to analyse and interpret financial statements to effectively discharge their duties and responsibilities as members
of the Audit Committee. Further details on the qualifications as well as the skills and experience of each of the Audit Committee member are set
out in the Board of Directors’ Profile section of this Annual Report.
During the financial year under review, the Committee held six (6) meetings. The meetings were appropriately structured through the use of
agenda, which were distributed to members with sufficient notification. The details of attendance of each member at the Audit Committee
meetings held during the financial year are stated below:
The Group Chief Executive and the relevant Executive Directors were also in attendance by invitation. Representatives of the external auditors,
Messrs. Ernst & Young, the Head of Internal Audit as well as other senior management personnel also attended the meetings upon invitation by
the Audit Committee, as and when required.
TERMS OF REFERENCE
The Committee was established on 3 December 2002 to act as a Committee of the Board of Directors, with the terms of reference in the next
section of this Audit Committee Report.
During the financial year, the Committee carried out its duties in accordance with its term of reference. The main activities undertaken by the
Committee were as follows:
• Reviewed the external auditors’ scope of work and audit plans for the year. Prior to the audit, representatives from the external auditors
presented their audit strategy and plan.
• Reviewed with the external auditors the results of the audit, the audit report and the management letter, including management’s response.
• Reviewed the Annual Report and the Audited Financial Statements INTERNAL AUDIT FUNCTION
of the Group and the Company prior to submission to the Board for
their consideration and approval. The review was to ensure that In discharging its functions and duties, the Audit Committee is
the Audited Financial Statements were drawn in accordance with supported by an in-house Group Internal Audit Function. The Head
the provisions of the Companies Act, 1965 and the applicable of Internal Audit reports directly to the Audit Committee. The Internal
Financial Reporting Standards (“FRS”) in Malaysia so as to give Audit (“IA”) Function is guided by its Internal Audit Charter and is
a true and fair view of the financial position of the Group and of independent of the activities or operations of other operating units.
the Company. Any significant issues resulting from the audit of the
financial statements by the external auditors were deliberated. In the course of performing its duties, the IA Function has unrestricted
access to all functions, records, documents, personnel, or any other
• Reviewed the quarterly unaudited financial results announcements resource or information, at all levels throughout the Group. The IA
of the Group and the Company before recommending them to function is independent of the activities that it audits or reviews,
the Board for its approval. The review and discussion of these and its personnel are not allowed to perform any operational duties
announcements were conducted with the Group Chief Executive within the Group during their service in IA.
and the Executive Directors.
The principal roles of the Group Internal Audit Function are:
• In respect of the quarterly and year end financial statements,
reviewed the Company’s compliance with the Listing Requirements • To undertake independent, regular and systematic reviews
of Bursa Securities, applicable FRS and other relevant legal and of the systems of internal control so as to provide reasonable
regulatory requirements. assurance that such a system continues to operate satisfactorily
and effectively.
• Reviewed related party transactions entered into by the Company
and the Group to ensure that such transactions are undertaken on • To ensure that a systematic disciplined approach in evaluating
the Group’s normal commercial terms and that the internal control and improving the effectiveness of risk management, internal
procedures with regards to such transactions are sufficient. control and governance process is adopted.
• Reviewed the implementation and allocation of the Group’s • To carry out investigations and special audit review requested by
Employee Share Option Scheme (“ESOS”), as being in Management or the Audit Committee.
• To review related party transactions and ESOS allocation made 2. Ad hoc or special audit review requested by Management and/
by the Group. or Audit Committee
It is the responsibility of internal audit to provide the Audit Committee Conducted special audit review on the reconciliation and internal
with independent and objective reports on the state of internal processes of the Rights Issue Exercise conducted by Symphony
control of the various operating units within the Group and the extent Share Registrars Sdn. Bhd.
of compliance of the units with the Group’s established policies and
procedures as well as relevant statutory requirements. 3. Risk Management Activities
During the financial year under review, the Group Internal Audit team In 2009, the Board of Directors of Symphony House Berhad
had carried out audits in accordance with a Risk-Based Internal Audit (“SHB”) appointed an external consultant to undertake
Plan which had been approved by the Audit Committee. The internal enhancement of the Enterprise Risk Management (“ERM”)
audits were undertaken to provide independent assessments on the Framework for implementation throughout SHB and its core
adequacy, efficiency and effectiveness of the Company’s internal divisions (“collectively referred to as Symphony Group”). The
control systems in anticipating potential risks exposures over key Risk Management Unit within the Internal Audit Division has
business processes within the Company. assumed overall responsibility in managing the programme,
including coordinating the Group’s resources, as well as liaising
Summary of Internal Audit activities for the year were: with the consultant.
1. Performance of audit assignments During the course of this engagement, a series of risk awareness
sessions and risk assessment workshops; and interviews were
a. Conducted operational audits on the following areas: conducted by the consultant and the IA & Risk Management
Function involving senior management and key personnel across
Operational Audit Reports selected business, operating units and support functions within
the Group. Arising from this exercise, detailed Risk Registers /
- Internal Audit Review on Accounts Receivable, Accounts Risk Profiles were developed for each of the business units and
Payable, Purchasing & Procurement and Fixed Asset corporate functions.
Management of Symphony BCSIS Sdn. Bhd. (“SBSB”).
- Internal Audit Review on the Operations Management of Phase 1 of the Risk Management Exercise/Engagement was
Contact Management Solutions for Inbound Operations. completed and presented to the Board on 16 November
2009. Phase 2 of this exercise, where Risk Action Plans will be
- Internal Audit Review on the Operations Management developed for the Top 10 Risks identified from the risk assessment
of Contact Management Solutions for Outbound process will commence in 2010.
Operations.
- Internal Audit Review on Operations Management of Risk Action Plans, once agreed and approved will be integrated into
Financial Solutions (International). our existing processes for better management of risk in the future.
- Internal Audit Review on Operations Management of 4. Preparation of Symphony House Berhad’s Annual Report 2008
Financial Solutions (Domestic).
Prepared draft on the following statements:
IT Audit Reports
- Corporate Governance Statement
- IT Audit Review on the Financial Application System of
Financial Solutions (International). - Internal Control Statement
The selection and the areas covered by the above internal During the preparation of these statements, a review on the
audits were prioritised largely based on the risk profiles of Corporate Governance structure and processes of the Group
the business units within the Group. was also conducted by the IA Function to oversee the Group’s
implementation and compliance with the revised Malaysian
b. Conducted Internal Audit Review on the Related Party Code on Corporate Governance.
Transactions entered into by Symphony Group on a half-
yearly basis. The results of the audits provided in the Internal Audit report together
with the findings and recommendation for improvements were
c. Conducted follow-up on audit recommendations raised in presented to the Audit Committee and Board for deliberations.
each of the previous audit reports to ensure that corrective The resulting reports from the audits were also forwarded to the
and preventive actions have been implemented accordingly Management for attention and necessary corrective actions. The
by the auditee and provided updates on the status of such Management is responsible for ensuring that corrective actions are
actions in Internal Audit Report. taken within the required time frame.
For the financial year ended 31 December 2009, the total costs incurred for the IA function are RM305,453.
Further details of the activities of the internal audit function are set out in the Statement on Internal Control.
In compliance with Appendix 9C, Paragraph 26 and in furtherance of the Committee’s obligations under Chapter 8, Paragraph 8.17 of the
Listing Requirements of Bursa Malaysia Securities Berhad, the Audit Committee confirms that the allocation to the employees pursuant to the
ESOS implemented throughout the Group on 9 July 2004, has been made to eligible employees in accordance with the Listing Requirements
of Bursa Malaysia Securities Berhad and the ESOS By-Laws as approved by the Board of Directors and shareholders on 25 June 2004. The
ESOS for the Group expired on 8 July 2009.
For the financial year ended 31 December 2009, the Audit Committee noted that no further ESOS were allocated to the employees for the
said financial year.
The breakdown of the options offered to and exercised by Non-Executive Directors pursuant to the ESOS in respect of the financial year are
as follows:
TOTAL 1,000,000 - -
Objective
The primary function of the Audit Committee is to assist the Board of Directors in reviewing the adequacy and integrity of the Group’s processes
for producing financial data, its internal control systems, including systems for compliance with applicable laws, regulations, rules, directives
and guidelines. In addition, the Committee also provides a forum for dialogue with the company’s external and internal auditors and reinforces
the independence of the Group’s external auditors.
Membership
The Audit Committee shall be appointed by the Board from amongst their number and shall consist of not less than three (3) members, all of
whom must be Non-Executive Directors, with a majority of them being Independent Directors. At least one of the committee members shall be:
ii. if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and:-
(aa) he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act, 1967; or
(ab) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967.
iii. fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.
i. To investigate any activity within its terms of reference and shall vi. To review the quarterly and annual financial statements of the
have unrestricted access to both the internal and external auditors Company and the Group focusing on matters set out below, and
and to all employees of the Group; thereafter to submit them to the Board:
ii. To have the resources in order to perform its duties as set out in • any changes in accounting policies and practices
its terms of reference; • significant adjustments arising from the audit
iii. To have full and unrestricted access to information pertaining to • the going concern assumption
the Company and the Group; • the compliance with accounting standards and regulatory
requirements
iv. To have direct communication channels with the internal and
external auditors; vii. To discuss problems and reservations arising from the interim and
final audits, and any matter the external auditors may wish to
v. To obtain external legal or other independent professional advice discuss;
necessary in furtherance of their duties;
viii. To review the audit reports prepared by the internal and
vi. Notwithstanding anything contrary hereinbefore stated, the external auditors, the major findings and management responses
Committee does not have executive powers and shall report to the thereto;
Board of Directors on matters considered and its recommendations
thereon, pertaining to the Company and the Group; ix. To review the adequacy of the scope, functions, competency
and resources of the internal auditors and whether it has the
Responsibility necessary authority to carry out its work;
Where the Committee is of the view that a matter reported by it to x. To consider the report, major findings and management’s
the Board of Directors has not been satisfactorily resolved resulting response thereto on any internal investigations carried out by the
in a breach of the Listing Requirements, the Committee has the internal auditors;
responsibility and authority to promptly report such matters to the
Bursa Malaysia Securities Berhad. xi. To review any appraisal or assessment of the performance of
staff members of the internal audit department;
Review of the Composition of the Committee
xii. To be informed of any resignation of executives in the internal
The term of office and performance of the Committee and each of audit department and to provide the resigning executive an
the members shall be reviewed by the Board of Directors at least opportunity to submit his/her reason for resignation;
once every three (3) years to determine whether the Committee
and its members have carried out their duties and responsibilities in xiii. To review the evaluation of the systems of internal control with the
accordance with their terms of reference. auditors;
The Directors are responsible for ensuring that the annual audited
financial statements of the Group and of the Company are prepared
with reasonable accuracy from the accounting records of the Group
and of the Company so as to give a true and fair view of the state of
affairs of the Group and of the Company as at 31 December 2009
and of the results of their operations and cash flows of the Group
and of the Company for the financial year then ended.
The Directors consider that they have pursued the actions necessary
to meet their responsibilities as set out in this Statement.
70 - 75 Directors’ report
76 Statement by directors
76 Statutory declaration
77 - 78 Independent auditors’ report
79 Consolidated balance sheet
80 Consolidated income statement
81 - 82 Consolidated statement of changes in equity
83 Consolidated cash flow statement
84 Balance sheet
85 Income statement
86 Statement of changes in equity
87 Cash flow statement
88 - 133 Notes to the financial statements
Directors’ report
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial
year ended 31 December 2009.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of management services to its subsidiaries.
The principal activities of the subsidiaries are as stated in Note 4 to the financial statements.
There have been no significant changes in the nature of the principal activities during the financial year.
RESULTS
Group Company
RM’000 RM’000
3,150 (771)
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the statement of changes
in equity.
In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year were not substantially
affected by any item, transaction or event of a material and unusual nature except as follows:
(a) The Group wrote off plant and equipment and incurred moving related costs totalling RM2.725 million (Company: RM513,000) pursuant
to the Group’s move to its new office located at Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya,
Selangor Darul Ehsan and
(b) The Group recognised deferred tax liability of RM3.852 million (Company: Nil) in respect of a subsidiary which is a Multimedia Super
Corridor (“MSC”) company with pioneer status. The pioneer status comes with a full tax exemption on 100% of the statutory income for a
period of 5 years. With the status coming to an expiry on 20 December 2010, the Group recognised the taxable temporary differences
in respect of the property, plant and equipment.
The amount of dividends distributed/paid by the Company since 31 December 2008 were as follows:
(a) special dividend by way of distribution of treasury shares on 21 April 2009 as share dividend on the basis of one (1) treasury share for
every forty (40) existing ordinary shares of RM0.10 each in Symphony House Berhad, fractions of treasury shares to be disregarded;
and
(b) interim cash dividend of RM0.005 (0.50 sen) single tier dividend per ordinary share amounting to RM3,140,000 in respect of the
financial year ended 31 December 2008, paid on 21 April 2009.
On 25 February 2010, the Board of Directors declared the following dividends, payable on 2 April 2010:
(a) special dividend by way of distribution of treasury shares as share dividend on the basis of one (1) treasury share for every forty (40)
existing ordinary shares of RM0.10 each in Symphony House Berhad (“Share Dividend”), fractions of treasury shares to be disregarded;
and
(b) interim cash dividend of RM0.005 (0.50 sen) single tier dividend per ordinary share amounting to approximately RM3,218,000 (“Interim
Cash Dividend”) in respect of the financial year ended 31 December 2009.
The financial statements for the current financial year do not reflect the Share Dividend and the Interim Cash Dividend. The Share Dividend and
Interim Cash Dividend will be accounted for in equity as a reduction in the share premium account and an appropriation of retained profits in
the financial year ending 31 December 2010 respectively.
The Directors do not recommend any final dividend to be paid for the financial year ended 31 December 2009.
DIRECTORS
The names of the Directors of the Company in office since the date of the last report and at the date of this report are:
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party,
whereby the Directors might acquire benefits by means of the acquisition of shares in or debenture of the Company or any other body corporate,
other than those arising from the issue of warrants of Symphony House Berhad (“SHB”) and from the share options granted under the SHB’s
Employee Share Option Scheme (“SHB ESOS”) which expired on 28 April 2009 and 8 July 2009 respectively.
Since the end of the previous financial year, no Director has received nor become entitled to receive a benefit (other than benefits included in
the aggregate amount of emoluments received or due and receivable by the Directors or the fixed salary of a full time employee of the Company
as shown in Note 21 to the financial statements) by reason of a contract made by the Company or a related corporation with any Director or
with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 27 to the
financial statements.
REMUNERATION COMMITTEE
The Remuneration Committee carries out the annual review of the overall remuneration policy for Directors, the Group Chief Executive and
executives whereupon recommendations are made to the Board of Directors for approval.
The members of the Remuneration Committee comprising of Independent Non-Executive Directors of the Company are:
DIRECTORS’ INTERESTS
According to the register of Directors’ shareholdings, the interests of Directors in office at the end of the financial year in shares, options over
shares and warrants in the Company and its related corporations during the financial year were as follows:
At At
1.1.2009 Bought Sold 31.12.2009
‘000 ‘000 ‘000 ‘000
The Company
Direct interest:
Indirect interest:
At At
1.1.2009 Granted Exercised Expired 31.12.2009
‘000 ‘000 ‘000 ‘000 ‘000
The Company
At At
1.1.2009 Bought Expired 31.12.2009
‘000 ‘000 ‘000 ‘000
The Company
Direct interest:
Indirect interest:
Dato’ Mohamed Azman bin Yahya by virtue of his interest in shares in the Company is also deemed interested in shares of all the Company’s
subsidiaries to the extent the Company has an interest.
None of the other Directors in office at the end of the financial year had any interest in shares in the Company or its related corporations during
the financial year.
There were no changes in the issued and paid-up capital of the Company during the financial year. There were no debentures issued during
the financial year.
TREASURY SHARES
(a) The Company repurchased 20,000 (2008: 13,884,300) of its issued ordinary shares from the open market at an average price of
RM0.22 (2008: RM0.29 per share). The repurchase transactions were financed by internally generated funds. The shares repurchased
are being held as treasury shares in accordance with Section 67A of the Companies Act, 1965.
(b) The Company distributed 15,695,195 treasury shares as share dividend to the shareholders on the basis of one (1) treasury share for
every forty (40) existing ordinary shares. The total cost of the share dividend came to RM5,051,000.
As at 31 December 2009, the Company retained a total of 16,334,805 of its 660,000,000 issued ordinary shares of RM0.10 each as
treasury shares. Such treasury shares are held at a carrying amount of RM5,257,000 as disclosed in Note 13 to the financial statements.
No options were granted to any person to take up the unissued shares of the Company during the financial year apart from those arising from
the issue of warrants and from the share options granted pursuant to the Symphony House Berhad’s Employee Share Option Scheme (“SHB
ESOS”) which expired on 28 April 2009 and 8 July 2009 accordingly. Neither the warrants nor the SHB ESOS were granted or exercised
during the financial year.
The Employee Share Trust Scheme (“ESTS” or the “Scheme”) was approved by the Board of Directors on 27 March 2008 to purchase up to
30 million issued ordinary shares of Symphony House Berhad (“SHB” or the “Company”). The commencement date of the ESTS was 14 May
2008 and shall be in force for a period of 3 years.
The ESTS would provide an opportunity for eligible employees who had contributed to the growth and development of the Group to participate
in the equity of the Company.
The salient features and other terms of the ESTS are disclosed in Note 14 to the financial statements. During the financial year, the Trustee
acquired 1,036,378 issued ordinary shares of the Company from the open market at prices ranging from RM0.1500 to RM0.2112 for a
total consideration of RM213,000.
As at 31 December 2009, the number of shares held by ESTS was 26,037,146 at a carrying amount of RM7,097,000.
(a) Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful
debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for
doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course
of business had been written down to an amount which they might be expected so to realise.
(b) At the date of this report, the Directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount provided for doubtful debts in the financial statements of the Group and of the
Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence to the
existing method of valuation of assets or liabilities of the Company misleading or inappropriate.
(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or financial statements
of the Group and of the Company which would render any amount stated in the financial statements misleading.
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the
liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after
the end of the financial year which will or may affect the ability of the Group or of the Company to meet its obligations as and when
they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the
date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial
year in which this report is made.
SIGNIFICANT EVENTS
SUBSEQUENT EVENTS
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors dated 29 March 2010.
Tan Sri Asmat bin Kamaludin Dato’ Mohamed Azman bin Yahya
We, Tan Sri Asmat bin Kamaludin and Dato’ Mohamed Azman bin Yahya, being two of the Directors of Symphony House Berhad, do hereby
state that, in the opinion of the Directors, the accompanying financial statements set out on pages 79 to 133 are drawn up in accordance
with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view
of the financial position of the Group and of the Company as at 31 December 2009 and of the results and the cash flows of the Group and
of the Company for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the Directors dated 29 March 2010.
Tan Sri Asmat bin Kamaludin Dato’ Mohamed Azman bin Yahya
Statutory declaration
Pursuant to Section 169 (16) of the Companies Act, 1965
I, Abdul Hamid bin Sh. Mohamed, being the Director primarily responsible for the financial management of Symphony House Berhad, do
solemnly and sincerely declare that the accompanying financial statements set out on pages 79 to 133 are in my opinion correct, and I make
this solemn declaration conscientiously believing the same to be true by virtue of the provisions of the Statutory Declarations Act, 1960.
Before me,
We have audited the financial statements of Symphony House Berhad, which comprise the balance sheets as at 31 December 2009 of the Group
and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for
the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 79 to 133.
The directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with Financial
Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal
control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or
error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with
approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on our judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and
the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies
Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2009
and of their financial performance and cash flows for the year then ended.
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries
have been properly kept in accordance with the provisions of the Act.
(b) We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements of the Company are in form
and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received
satisfactory information and explanations required by us for those purposes.
(c) The auditors’ reports on the accounts of the subsidiaries were not subject to any qualification and did not include any comment required
to be made under Section 174(3) of the Act.
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in
Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Assets
Non-current assets
Property, plant and equipment 3 39,965 40,482
Intangible assets 5 141,521 140,704
Deferred tax assets 6 965 941
182,451 182,127
Current assets
Inventories 7 749 942
Trade and other receivables 8 32,416 44,265
Tax recoverable 2,967 11,365
Marketable securities 9 10 7
Cash and bank balances 10 54,931 36,363
91,073 92,942
209,516 209,563
Minority interests 2,734 2,899
Non-current liabilities
Borrowings 16 26,504 27,142
Deferred tax liabilities 6 3,852 35
30,356 27,177
Current liabilities
Trade and other payables 17 19,044 21,749
Borrowings 16 11,211 13,241
Taxation 663 440
30,918 35,430
Attributable to:
Equity holders of the Company 3,315 11,087
Minority interests (165) 267
3,150 11,354
At 1 January 2008 66,000 61,777 - (6,239) (862) 560 618 100,336 - 222,190 14,522 236,712
Exchange differences - - - - 356 - - - - 356 9 365
Total recognised
income and expense
for the year - - - - 356 - - 11,087 - 11,443 276 11,719
Acquisition of additional
equity interest in
subsidiaries - - - - - - - - - - (11,899) (11,899)
Treasury shares - - - (4,066) - - - - - (4,066) - (4,066)
Shares held by ESTS
(Note 14) - - - - - - - - (6,884) (6,884) - (6,884)
Dividends (Note 25) - - - - - - - (12,625) - (12,625) - (12,625)
Share options granted
under ESOS
- buy-out/termination of
SymBPO ESOS - - - - - - (495) - - (495) - (495)
- transfer to retained
profits on termination
of option - - - - - - (57) 57 - - - -
At 31 December 2008 66,000 61,777 - (10,305) (506) 560 66 98,855 (6,884) 209,563 2,899 212,462
81
82
Consolidated statement of changes in equity (cont’d.)
For the year ended 31 December 2009
At 1 January 2009 66,000 61,777 - (10,305) (506) 560 66 98,855 (6,884) 209,563 2,899 212,462
Exchange differences - - - - (6) - - - - (6) - (6)
Total recognised
income and expense
for the year - - - - (6) - - 3,315 - 3,309 (165) 3,144
Treasury shares - - - (3) - - - - - (3) - (3)
Shares held by ESTS
(Note 14) - - - - - - - - (213) (213) - (213)
Dividends (Note 25) - - - - - - - (3,140) - (3,140) - (3,140)
Distribution of share
dividend - (5,051) - 5,051 - - - - - - - -
Share options granted
under ESOS
- transfer to retained
profits on expiry
of option - - - - - - (66) 66 - - - -
Transfer on capitalisation
of reserves - - 3,075 - - - - (3,075) - - - -
Expiry of warrants - - - - - (560) - 560 - - - -
At 31 December 2009 66,000 56,726 3,075 (5,257) (512) - - 96,581 (7,097) 209,516 2,734 212,250
Assets
Non-current assets
Plant and equipment 3 390 1,089
Investment in subsidiaries 4 189,657 184,757
190,047 185,846
Current assets
Other receivables 8 8,136 5,735
Tax recoverable 2,520 10,529
Cash and bank balances 10 22,766 23,662
33,422 39,926
Non-current liabilities
Borrowings 16 25,000 25,021
Deferred tax liabilities 6 - 33
25,000 25,054
Current liabilities
Other payables 17 5,674 3,737
Borrowings 16 10,020 10,079
15,694 13,816
Revenue
Management fees 1,641 1,665
Dividend income 5,000 12,150
6,641 13,815
Other income 596 1,810
Selling and distribution expenses (4) (36)
Administrative expenses (4,075) (4,274)
Other expenses
- property, plant and equipment written off/ moving related costs (513) -
- others (1,552) (1,312)
1. CORPORATE INFORMATION
The principal activities of the Company are investment holding and provision of management services to its subsidiaries.
The principal activities of the subsidiaries are as stated in Note 4 to the financial statements.
There have been no significant changes in the nature of the principal activities during the financial year.
The Company is a public limited company, incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa Malaysia
Securities Berhad. The registered office of the Company is located at Level 8, Symphony House, Block D13, Pusat Dagangan Dana 1,
Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on 29 March
2010.
The financial statements comply with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards
(“FRS”) in Malaysia.
The financial statements of the Group and of the Company have also been prepared on a historical cost basis. The financial
statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000) except when
otherwise indicated.
(i) Subsidiaries
Subsidiaries are entities over which the Group has the ability to control the financial and operating policies so as to obtain
benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible
are considered when assessing whether the Group has such power over another entity.
In the Company’s separate financial statements, investments in subsidiaries are stated at cost less impairment losses. On
disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in
income statement.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the
balance sheet date. The financial statements of the subsidiaries are prepared for the same reporting date as the Company.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and
continue to be consolidated until the date that such control ceases. In preparing the consolidated financial statements,
intragroup balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies are
adopted in the consolidated financial statements for like transactions and events in similar circumstances.
Acquisitions of subsidiaries are accounted for using the purchase method. The purchase method of accounting involves
allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities
assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the date
of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly
attributable to the acquisition.
Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and
contingent liabilities represents goodwill. Any excess of the Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities over the cost of acquisition is recognised immediately in the income statement.
Minority interests represent the portion of income statement and net assets in subsidiaries not held by the Group. It is
measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the acquisition
date and the minorities’ share of changes in the subsidiaries’ equity since then.
(i) Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of business
combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.
Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not
amortised but instead, it is reviewed for impairment, annually or more frequently if events or changes in circumstances
indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold. The policy for the recognition and measurement of impairment losses is in
accordance with Note 2.2(e).
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in
a business combination is their fair values as at the date of acquisition. Following initial recognition, intangible assets are
carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of intangible
assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised on a straight-line basis
over the estimated economic useful lives and assessed for impairment whenever there is an indication that the intangible
asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful
life are reviewed at least at each balance sheet date.
Software development is stated at cost less accumulated amortisation and impairment losses. The expenditure represents
development work carried out in developing specialised software packages and is capitalised if the product is technically
and commercially feasible and the Group has sufficient resources to complete the development. It is amortised over the
straight-line basis over a period of three years. The policy for the recognition and measurement of impairment losses is
in accordance with Note 2.2(e). The expenditure capitalised includes direct cost such as salaries and hardware costs
specifically attributable to each project. Cost incurred in software development which have ceased to be technically and
commercially viable, are written off immediately.
Process and system development expenditure represents the costs incurred in developing process and system for the
Group’s processing of outward and inward cheques for the Group’s clearing to its customers and the costs incurred in the
design and implementation of the Group’s Business Processing Outsourcing (“BPO”) solutions to its clients.
The development expenditure relating to BPO solutions is amortised over the period of contractual services for its
respective clients.
The development expenditure relating to cheques clearing is amortised over a period of five years.
All items of property, plant and equipment are initially recorded at cost. Subsequent costs are included in the asset’s carrying amount
or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Subsequent to recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated
impairment losses.
Depreciation of property, plant and equipment is provided for on a straight-line basis to write off the cost of each asset to its residual
value over the estimated useful life, at the following annual rates:
Assets in-progress are assets under development and depreciation commences when the assets are ready for their intended use.
The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure that the amount, method
and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic
benefits embodied in the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from
its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amount is recognised in income
statement.
Revenue from system implementation and integration is recognised based on milestone billings measured by reference to the stage
of technical completion of the projects.
Where the outcome of a system implementation project can be estimated reliably, revenue and costs associated with the project are
recognised in the income statement by reference to the stage of technical completion of project.
When costs incurred in the project plus recognised profits (less recognised losses) exceeds progress billings, the balance is shown
as amount due from customers on contracts. When progress billings exceed costs incurred plus recognised profits (less recognised
losses), the balance is shown as amount due to customers on contracts.
The carrying amounts of assets, other than inventories and deferred tax assets are reviewed at each balance sheet date to determine
whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated to determine
the amount of impairment loss.
For goodwill and intangible assets that have an indefinite useful life and intangible assets that are not yet available for use, the
recoverable amount is estimated at each balance sheet date or more frequently when indicators of impairment are identified.
For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset basis unless
the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, recoverable
amount is determined for the cash generating unit (“CGU”) to which the asset belongs to. Goodwill acquired in a business
combination is, from the acquisition date, allocated to each of the Group’s CGUs, or groups of CGUs, that are expected to
benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to
those units or groups of units.
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset
exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment
losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill
allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of
units on a pro-rata basis.
Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than goodwill is
reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the
last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable
amount, provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation
or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset
other than goodwill is recognised in income statement.
(f) Inventories
Inventories, which comprise computer equipments held for project implementation and system integration, telecommunication
and networking equipment and computer accessories and spare parts are stated at the lower of cost and net realisable value.
Cost is determined using the weighted average costing basis. Net realisable value represents the price less all estimated
marketing, selling and distribution costs.
Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions
of the instrument.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement.
Interest, dividends and gains and losses relating to a financial instrument classified as a liability, are reported as expense
or income. Distributions to holders of financial instruments classified as equity are recognised directly in equity. Financial
instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to
realise the asset and settle the liability simultaneously.
For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and at bank, deposit at
call which have an insignificant risk of changes in value, net of pledged deposits and bank overdrafts.
Non-current investments other than investments in subsidiaries are stated at cost less impairment losses. On disposal of an
investment, the difference between net disposal proceeds and its carrying amount is recognised in income statement.
Marketable securities are carried at the lower of cost and market value, determined on an aggregate basis. Cost is
determined on the weighted average basis while market value is determined based on quoted market values. Increases or
decreases in the carrying amount of marketable securities are recognised in income statement. On disposal of marketable
securities, the difference between net disposal proceeds and the carrying amount is recognised in income statement.
Trade and other receivables are carried at anticipated realisable values. Bad debts are written off when identified. An
estimate is made for doubtful debts based on a review of all outstanding amounts as at the balance sheet date.
Trade and other payables are stated at the fair value of the consideration to be paid in the future for goods and services
received.
All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable
transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised
cost using the effective interest method.
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which
they are declared.
(h) Leases
(i) Classification
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incidental
to ownership. Leases of land and buildings are classified as operating or finance leases in the same way as leases of
other assets and the land and buildings elements of a lease of land and buildings are considered separately for the
purposes of lease classification. All leases that do not transfer substantially all the risks and rewards are classified as
operating leases.
Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair values
and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation
and impairment losses. The corresponding liability is included in the balance sheet as borrowings. In calculating the
present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it
is practicable to determine; otherwise, the Company’s incremental borrowing rate is used. Any initial direct costs are
also added to the carrying amount of such assets.
Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs,
which represent the difference between the total leasing commitments and the fair value of the assets acquired, are
recognised in the income statement over the term of the relevant lease so as to produce a constant periodic rate of
charge on the remaining balance of the obligations for each accounting period.
The depreciation policy for leased assets is in accordance with that for depreciable property, plant and equipment as
described in Note 2.2(c).
Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease.
The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the
lease term on a straight-line basis.
Borrowing costs are recognised in income statement in the period in which they are incurred.
Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of income
taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted at the
balance sheet date.
Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and
unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference
arises from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a
business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability
is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is
recognised as income or an expense and included in the income statement for the period, except when it arises from a
transaction which is recognised directly in equity, in which case the deferred tax is also recognised directly in equity, or when
it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill
or the amount of any excess of the acquirer’s interest is the net fair value of the acquiree’s identifiable assets, liabilities and
contingent liabilities over the cost of the combination.
(k) Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that an outflow
of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can
be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect
of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the
risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised
as finance cost.
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated
services are rendered by employees. Short term accumulating compensated absences such as paid annual leave are
recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short
term non-accumulating compensated absences such as sick leave are recognised when the absences occur.
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate
entities or funds and will have no legal or constructive obligation to pay further contributions if any of the funds do not hold
sufficient assets to pay all employee benefits relating to employee services in the current and preceding financial years.
Such contributions are recognised as an expense in the income statement as incurred. As required by law, companies in
Malaysia make such contributions to the Employees Provident Fund (“EPF”).
The Company established the Employee Share Trust Scheme (“ESTS” or the “Scheme”) for the benefit of the
eligible employees.
Pursuant to the Scheme, a trustee was appointed, who is entitled from time to time to accept financial assistance
from the Company, upon such terms and conditions as the Company and the trustee may agree, to purchase the
Company’s shares from the open market for the purpose of the Scheme.
The shares repurchased are measured and carried at cost on initial recognition and subsequently thereon. The shares
purchased for the benefit of the Group’s employees are recorded as Shares held by ESTS in the Group and the
Company’s balance sheet as a deduction in arriving at the shareholders’ equity.
Dividends received by the ESTS are to be paid back to the Company as settlement of cost incurred in implementing
and maintaining the Scheme.
Any excess of the fair value of the shares held by the ESTS over the cost of the total purchase is recognised as an
employee cost with a corresponding increase in the share option reserve within equity.
The individual financial statements of each entity in the Group are measured using the currency of the primary economic
environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented
in Ringgit Malaysia (RM), which is also the Company’s functional currency.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional
currency (foreign currencies) are recorded in the functional currencies using the exchange rates prevailing at the dates
of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are translated at the
rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that
are measured in terms of historical cost in a foreign currency are not translated.
Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are included
in income statement for the year except for exchange differences arising on monetary items that form part of the Group’s
net investment in foreign operation. Exchange differences arising on monetary items that form part of the Group’s net
investment in foreign operation, where that monetary item is denominated in either the functional currency of the reporting
entity or the foreign operation, are initially taken directly to the foreign currency translation reserve within equity until
the disposal of the foreign operations, at which time they are recognised in income statement. Exchange differences
arising on monetary items that form part of the Group’s net investment in foreign operation, where that monetary item
is denominated in a currency other than the functional currency of either the reporting entity or the foreign operation,
are recognised in income statement for the period. Exchange differences arising on monetary items that form part of
the Company’s net investment in foreign operation, regardless of the currency of the monetary item, are recognised in
income statement in the Company’s financial statements or the individual financial statements of the foreign operation, as
appropriate.
Exchange differences arising on the translation of non-monetary items carried at fair value are included in income
statement for the year except for the differences arising on the translation of non-monetary items in respect of which
gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also
recognised directly in equity.
The results and financial position of foreign operations that have a functional currency different from the presentation
currency (RM) of the consolidated financial statements are translated into RM as follows:
- Assets and liabilities for each balance sheet presented are translated at the closing rate prevailing at the balance
sheet date;
- Income and expenses for each income statement are translated at average exchange rates for the year, which
approximates the exchange rates at the dates of the transactions; and
- All resulting exchange differences are taken to the foreign currency translation reserve within equity.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can
be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Sales of hardware and software licenses represent the outright sale of hardware and software in respect of system
implementation and are recognised upon transfer of risks and rewards.
Project revenue is recognised on the percentage of completion method as described in Note 2.2(d).
Revenue from system and project maintenance is recognised over the term of the contract.
Revenue from sales solutions is recognised after the transfer of risks and rewards of ownership which generally coincides
with the time when the goods are delivered to customers and the title has passed.
Revenue from services rendered is recognised net of service taxes and discounts as and when the services are performed.
Revenue from business process outsourcing (“BPO”) solutions are recognised based on services rendered on a monthly basis
and revenue from sales solutions is recognised upon transfer of risks and rewards of ownership, which generally coincides
with the time when the goods are delivered to customers and the title has passed.
Revenue from BPO system application, development and implementation is recognised in the income statement in proportion
to the stage of completion of the project at the balance sheet date. The stage of completion is assessed by reference to
the services performed to date as a percentage of total services performed. Where the outcome of the project cannot
be estimated reliably, revenue is recognised in the income statement only to the extent of the expense recognised that is
recoverable.
Interest is recognised on a time proportion basis that reflects the effective yield on the assets.
At the date of authorisation of these financial statements, the following new FRSs, Amendments to FRSs and Interpretations were
issued but not yet effective and have not been applied by the Group and the Company:
2.3 Standards and Interpretations Issued but Not Yet Effective (cont’d.)
Amendment to FRS 5 Non-current Assets Held for Sale and Discontinued Operations
Amendment to FRS 8 Operating Segments
Amendment to FRS 107 Cash Flow Statements
Amendment to FRS 108 Accounting Policies, Changes in Accounting Estimates and Errors
Amendment to FRS 110 Events After the Balance Sheet Date
Amendment to FRS 116 Property, Plant and Equipment
Amendment to FRS 117 Leases
Amendment to FRS 118 Revenue
Amendment to FRS 119 Employee Benefits
Amendment to FRS 120 Accounting for Government Grants and Disclosure of Government Assistance
Amendment to FRS 123 Borrowing Costs
Amendment to FRS 128 Investments in Associates
Amendment to FRS 129 Financial Reporting in Hyperinflationary Economies
Amendment to FRS 131 Interests in Joint Ventures
Amendments to FRS 132 Financial Instruments: Presentation
Amendment to FRS 134 Interim Financial Reporting
Amendment to FRS 136 Impairment of Assets
Amendment to FRS 138 Intangible Assets
Amendment to FRS 140 Investment Property
Amendments to FRS 139, Financial Instruments: Recognition and Measurement, Disclosures and
FRS 7 and IC Reassessment of Embedded Derivatives
Interpretation 9
Improvement to FRSs 2009 Improvement to FRSs (2009)
IC Interpretation 9 Reassessment of Embedded Derivatives
IC Interpretation 10 Interim Financial Reporting and Impairment
IC Interpretation 11 FRS 2 - Group and Treasury Share Transactions
IC Interpretation 13 Customer Loyalty Programmes
IC Interpretation 14 FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction
2.3 Standards and Interpretations Issued but Not Yet Effective (cont’d.)
The above new FRSs, Amendments to FRSs and Interpretations are expected to have no significant impact on the financial statements
of the Group and the Company upon their initial application except for the changes arising from the adoption of FRS 7, FRS 8, FRS
101 and FRS 139 as discussed below:
Segment Reporting requires a ‘management approach’, under which segment information is presented on a similar basis to
that used for internal reporting purposes. As a result, the Group’s external segmental reporting will be based on the internal
reporting to the “chief operating decision maker”, who makes decisions on the allocation of resources and assesses the
performance of the reportable segments. As this is a disclosure standard, there will be no impact on the financial position or
results of the Group.
The revised FRS 101 separates owner and non-owner changes in equity. The statement of changes in equity includes only
details of transactions with owners, with all non-owner changes in equity presented in the statement of other comprehensive
income. In addition, the Standard introduces the statement of comprehensive income which presents income and expense
recognised in the period. This statement may be presented in one single statement, or two linked statements. As this is a
disclosure standard, there will be no impact on the financial position or results of the Group.
The Company is exempted from disclosing the possible impact to the financial statements upon the initial application of FRS 7 and
FRS 139.
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are
discussed below.
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the fair value
less costs to sell or value-in-use of the cash generating units (“CGU”) to which goodwill is allocated. Estimating a value-in-use
amount requires management to make an estimate of the expected future cash flows from the CGU and also to choose a
suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of goodwill as at 31
December 2009 was RM135,016,000 (2008: RM135,016,000). Further details are disclosed in Note 5(a) and (b).
The Group recognises revenue from system implementation and integration based on milestone billings measured by reference
to the stage of technical completion of the projects.
Where the outcome of a system implementation project can be estimated reliably, revenue and costs associated with the project
are recognised in the income statement by reference to the stage of technical completion of project. Significant judgement
is required in determining the stage of completion, the extent of the system implementation costs incurred, the estimated total
system implementation project revenue and costs, as well as the recoverability of the system implementation projects. In making
the judgement, the Group evaluates based on past experience.
Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances to the extent that it is probable
that taxable profit will be available against which the losses and capital allowances can be utilised. Significant management
judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and
level of future taxable profits together with future tax planning strategies. The total carrying value of recognised tax losses and
capital allowances of the Group was RM3,188,000 (2008: RM3,828,000) and the unrecognised tax losses and capital
allowances of the Group was RM8,567,000 (2008: RM12,409,000).
Furniture
Office and Computer Motor Office Assets in-
equipment fittings equipment vehicles renovation progress Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
At 31 December 2009
Cost
Accumulated depreciation
Group
At 31 December 2008
Cost
Accumulated depreciation
Company
At 31 December 2009
Cost
Accumulated depreciation
At 31 December 2008
Cost
Accumulated depreciation
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
(b) Included in addition to assets in-progress of the Group is staff cost capitalised amounting to RM5,935,000 (2008: RM5,973,000)
(Note 20).
4. INVESTMENT IN SUBSIDIARIES
Company
2009 2008
RM’000 RM’000
(a) Redeemable Convertible Cumulative Preference Shares (“RCCPS”) of RM2,300,000 issued by Malaysian Issuing House Sdn. Bhd.
(“MIH”) comprising 2,300,000 RCCPS of RM1.00 each per share;
(b) issued and fully paid-up capital of Symphony Assets Sdn. Bhd. (“SASB”) of RM2,549,998 comprising 2,549,998 ordinary shares
of RM1.00 each per share and
(c) issued and fully-paid up capital of MIH of RM50,000 comprising 50,000 ordinary shares of RM1.00 each per share.
2009 2008
(%) (%)
2009 2008
(%) (%)
5. INTANGIBLE ASSETS
Process and
Software system
development development
Goodwill expenditure expenditure Total
RM’000 RM’000 RM’000 RM’000
Group
At 31 December 2009
Cost
Process and
Software system
development development
Goodwill expenditure expenditure Total
RM’000 RM’000 RM’000 RM’000
Group
At 31 December 2008
Cost
Goodwill has been allocated to the Group’s CGUs identified according to business segments as follows:
Group
2009 2008
RM’000 RM’000
Outsourcing Services
- Business process outsourcing 95,197 95,197
- Share registration services 8,805 8,805
- Secretarial and accounting services 18,438 18,438
122,440 122,440
135,016 135,016
The recoverable amount of CGUs are determined based on value-in-use calculations using cash flow projections based on financial
budgets estimated by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the
growth rates stated below.
Growth Rate
2009
%
IT Services
- Software development and computer solutions 2.5
Outsourcing Services
- Business process outsourcing 2.5
- Share registration services 1.0
- Secretarial and accounting services 1.0
The following describes each key assumption on which management has based its cash flow projections to undertake impairment
testing of goodwill:
The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the
year immediately before the budgeted year increased for expected efficiency improvements.
The growth rate used in the IT Services, business process outsourcing, share registration and secretarial and accounting services
are based on management’s estimation.
The discount rates used reflect specific risks relating to the relevant CGU.
The bond rates used are the yield on a 10-year Malaysian government bond rate at the beginning of the budgeted year.
Management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of
goodwill to materially exceed the recoverable amount.
6. DEFERRED TAX
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as follows:
The recognised deferred tax assets and liabilities of the Company (before offsetting) are as follows:
2009 2008
RM’000 RM’000
Deferred tax assets have not been recognised in respect of the following items:
Group
2009 2008
RM’000 RM’000
The availability of the unused tax losses and unabsorbed capital allowances for offsetting against future taxable profit of the respective
subsidiaries are subject to no substantial changes in shareholdings of those subsidiaries under the Income Tax Act, 1967 and guidelines
issued by the tax authority. Deferred tax assets have not been recognised in respect of these items as it is not probable that taxable profits
will be available against which the unutilised losses and unabsorbed capital allowances can be utilised.
7. INVENTORIES
Group
2009 2008
RM’000 RM’000
Cost
Spare parts 749 942
749 942
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Trade receivables
Third parties 36,294 41,394 - -
Less: Allowance for doubtful debts (11,192) (5,106) - -
Trade receivables, net 25,102 36,288 - -
Other receivables
Amount due from subsidiaries - - 7,816 4,139
Other receivables, deposits and prepayments 7,980 7,977 905 1,596
Less: Allowance for doubtful debts (666) - (585) -
Other receivables, net 7,314 7,977 8,136 5,735
32,416 44,265 8,136 5,735
Other than the amount due from banking and financial institutions amounting to RM6,937,000 (2008: RM12,410,000), the Group
has no other significant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors.
Further details on related party transactions are disclosed in Note 27. Other information on financial risks of trade and other receivables
are disclosed in Note 31.
9. MARKETABLE SECURITIES
Group
2009 2008
RM’000 RM’000
* In the previous year, the amount written off is in respect of expired warrants.
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
The effective interest rates of deposits with licensed banks and other financial institutions were as follows:
Group Company
2009 2008 2009 2008
% % % %
The average maturities of deposits as at the end of the financial year were as follows:
Group Company
2009 2008 2009 2008
Days Days Days Days
Licensed banks 1 1 - 30 1 1
Other financial institutions 1 - 30 1 - 30 1 - 30 1 - 30
Other information on financial risks of cash and cash equivalents are disclosed in Note 31.
The share options granted pursuant to the Symphony House Berhad Employees’ Shares Option Scheme (“SHB ESOS”) expired on
8 July 2009.
There were no share options exercised under the SHB ESOS. Accordingly, all share options granted were retracted on expiry of the scheme.
Number of ordinary
shares of RM0.10 each
2009 2008 2009 2008
’000 ’000 RM’000 RM’000
Authorised:
At 1 January/31 December 2,000,000 2,000,000 200,000 200,000
13. RESERVES
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Capital Reserves
At 1 January - - - -
Capitalisation of subsidiaries’ reserves 3,075 - - -
At 31 December 3,075 - - -
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Treasury shares
Translation reserves
Warrant reserves
During the financial year, a special dividend by way of distribution of treasury shares as share dividend on the basis of one
(1) treasury share for every forty (40) existing ordinary shares of RM0.10 each in Symphony House Berhad was declared and
distributed. The share dividend amounting to RM5,051,000 as disclosed in Note 13(c) to the financial statements was accounted
for in equity as a reduction in the share premium account.
During the financial year, the paid-up capital of the following subsidiaries was increased by way of capitalisation of retained profits:
The shareholders of the Company, by an ordinary resolution passed in a general meeting held on 28 May 2009, renewed their
approval for the Company’s plan to repurchase its own ordinary shares.
(i) The Company repurchased 20,000 (2008: 13,884,300) of its issued ordinary shares from the open market at an average
price of RM0.22 (2008: RM0.29 per share). The repurchase transactions were financed by internally generated funds. The
shares repurchased are being held as treasury shares in accordance with Section 67A of the Companies Act, 1965.
(ii) The Company distributed 15,695,195 treasury shares as share dividend to the shareholders on the basis of one (1) treasury
share for every forty (40) existing ordinary shares. The total cost of the share dividend came to RM5,051,000.
Of the total 660,000,000 (2008: 660,000,000) issued and fully paid ordinary shares as at 31 December 2009, 16,334,805
(2008: 32,010,000) are held as treasury shares by the Company at a carrying amount of RM5,257,000 (2008: RM10,305,000).
As at 31 December 2009, the number of outstanding ordinary shares (excluding treasury shares) in issue and fully paid is
643,665,195 (2008: 627,990,000) ordinary shares of RM0.10 each.
On 28 April 2009, the warrant expired and the reserves were transferred to the retained profits.
The nature and purpose of each category of reserve are as follows (cont’d.):
The share option reserve represents the equity-settled share options granted to employees. This reserve is made up of the cumulative
value of services received from employees recorded on grant of share options.
On 8 July 2009, the Symphony House Berhad’s Employee Share Option Scheme expired and the reserves were transferred to the
retained profits.
During the financial year, the Company established an Employee Share Trust Scheme (“ESTS” or the “Scheme”) for its eligible executives.
The ESTS is administered by an appointed Trustee. The Trustee will be entitled from time to time to accept the financial assistance from the
Company upon such terms and conditions, as the Company and the Trustee may agree to purchase shares in the Company from the open
market for the purpose of this trust.
The commencement date of the ESTS was 14 May 2008 and shall be in force for a period of 3 years (“ESTS Period”).
(a) Beneficiaries of the ESTS are eligible employees who are full-time employees under the category of executives or such other
equivalent category as may be confirmed by the Group’s Human Resource Department, who are on the payroll of the Company and
its subsidiaries during the ESTS Period, but which shall exclude the Executive Directors of the Company.
(b) The aggregate number of shares to be acquired under the ESTS shall not exceed 30 million of the issued ordinary shares of the
Company.
(c) The amount required for the purchase inclusive of the transaction costs shall not exceed RM10 million.
(d) The beneficiaries shall be entitled to any distribution rights including but not limited to dividends declared or paid in relation to the
ESTS shares, however, such dividends if any, are automatically waived in favour of the Company as settlement of any cost incurred
in implementing and maintaining the Scheme.
(e) The beneficiaries shall not be entitled to the voting rights in relation to the ESTS shares as the voting rights lie with the appointed
Trustee who may take into consideration the recommendations of the adviser appointed by the ESTS Committee before voting.
(f) The award to the beneficiaries is through the realisation of any gains arising from the disposal of the ESTS shares held in the Scheme.
The net gains from such disposal, after repayment of the corresponding portion of the loan granted by the Company, are to be
allocated to the beneficiaries based on their achievement of their respective performance targets set by the Company.
The Company appointed OSK Trustees Berhad as the Trustee of the Scheme and entered into a Trust Deed on 12 May 2008.
During the financial year, the Trustee acquired 1,036,378 (2008: 25,000,768) issued ordinary shares of the Company from the open
market at prices ranging from RM0.1500 to RM0.2112 (2008: RM0.1800 to RM0.3001 per share), for a total consideration of
RM213,000 (2008: RM6,884,000).
As at 31 December 2009, the number of shares held by ESTS was 26,037,146 (2008: 25,000,768) at a carrying amount of
RM7,097,000 (2008: RM6,884,000).
In accordance with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on
dividend paid, credited or distributed to its shareholders, and such dividends will be exempted from tax in the hands of the shareholders
(“single tier system”). However, there is a transitional period of six years, expiring on 31 December 2013, to allow companies to pay
franked dividends to their shareholders under limited circumstances. Companies also have an irrevocable option to disregard the 108
balance and opt to pay dividends under the single tier system. The change in the tax legislation also provides for the 108 balance to be
locked-in as at 31 December 2007 in accordance with Section 39 of the Finance Act 2007.
The Company has elected for the irrevocable option to disregard the 108 balance as at 31 December 2007 due to the limited 108
balance available for distribution. Hence, the Company will be able to distribute dividends out of its entire retained profits under the single
tier system.
16. BORROWINGS
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Secured:
Bank overdrafts 284 1,794 - -
Islamic Medium Term Notes 10,000 10,000 10,000 10,000
Hire purchase and finance l ease payables 927 1,447 20 79
11,211 13,241 10,020 10,079
Secured:
Islamic Medium Term Notes 25,000 25,000 25,000 25,000
Hire purchase and finance l ease payables 1,504 2,142 - 21
26,504 27,142 25,000 25,021
Total borrowings
The range of interest rates at the balance sheet date for borrowings, excluding hire purchase and finance lease payables, were as follows:
Group Company
2009 2008 2009 2008
% % % %
The Islamic Commercial Papers and Islamic Medium Term Notes are, where applicable, secured by an assignment of a Sinking Fund Account
and a Finance Service Reserve Account, as disclosed in Note 10 to the financial statements.
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Analysed as:
Due within 12 months 927 1,447 20 79
Due after 12 months 1,504 2,142 - 21
2,431 3,589 20 100
Hire purchase and finance lease liabilities are subject to an effective interest rate of 4.7% to 7.2% (2008: 4.7% to 7.4%) per annum.
Other information of financial risks of borrowings are disclosed in Note 31 to the financial statements.
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Trade and other payables are non-interest bearing and normal credit terms granted to the Group ranges from 30 to 90 days (2008: 30
to 90 days).
Further details on related party transactions are disclosed in Note 27. Other information on financial risks of payables are disclosed in
Note 31.
18. REVENUE
Group
2009 2008
RM’000 RM’000
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Auditors’ remuneration
- statutory audit 208 208 43 43
- other services 33 37 19 15
Amortisation of process and system development expenditure 1,778 963 - -
Amortisation of software development expenditure 371 389 - -
Amortisation of system design and implementation 2,818 2,606 - -
Allowance for doubtful debts
- trade debtors 8,168 2,542 - -
- other debtors 666 - 585 -
Depreciation of property, plant and equipment 8,146 7,135 397 442
Loss on disposal of property, plant and equipment 160 8 - -
Operating leases:
- minimum lease payments for office premises 8,159 7,355 373 442
- minimum lease payments for computer equipment 1,667 1,650 - -
Moving related costs
- plant and equipment written off 1,842 - 389 -
- others 883 - 124 -
Realised foreign exchange losses 734 16 - -
Unrealised foreign exchange losses 99 336 - -
Provision for diminution in value of investment - 3 - -
Write-off of marketable securities - 3 - -
Employee benefit expense (Note 20) 61,559 58,230 3,021 2,944
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
The details of remuneration receivable by Directors of the Company during the year are as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Executive:
Salaries and other emoluments 2,170 2,170 930 930
Bonus 787 785 165 136
Defined contribution plan 131 128 131 128
Estimated money value of benefits-in-kind 24 24 24 24
Share based payment - 240 - -
3,112 3,347 1,250 1,218
Non-Executive:
Fees 204 140 204 140
Other emoluments 34 31 34 31
3,350 3,518 1,488 1,389
The number of Directors of the Company whose total remuneration during the financial year fell within the following bands is analysed below:
Number of Directors
2009 2008
Executive Directors:
RM300,001 - RM500,000 1 1
RM700,001 - RM900,000 1 1
RM1,800,001 - RM2,000,000 1 1
Non-Executive Directors:
< RM50,000 3 3
RM50,001 - RM100,000 1 1
Executive Directors of the Company have been granted the following number of options under the Symphony House Berhad Employee
Share Options Scheme (“SHB ESOS”) which expired on 8 July 2009:
2009 2008
‘000 ‘000
At 31 December - 5,900
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
23. TAXATION
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Income tax:
Malaysian income tax 2,454 (30) - 303
Foreign tax 19 14 - -
2,473 (16) - 303
Domestic current income tax is calculated at the statutory tax rate of 25% (2008: 26%) of the estimated assessable profit for the year. Up
to the prior year of assessment, the corporate tax rates for companies with paid-up capital of RM2.5 million and below are as follows:
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. During the financial year, the income tax
rate applicable to the subsidiary in Singapore is 17% (2008: 18%), Taiwan 25% (2008: 25%) and Japan 18% (2008: 22%).
A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax expense at the effective
income tax rate of the Group and of the Company is as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Income tax using Malaysian tax rate of 25% (2008: 26%) 2,423 2,430 (117) 2,044
Effect of different tax rates - (61) - -
Effect of changes in tax rates on opening balances of deferred tax - 54 - -
Effect of different tax rates in foreign jurisdiction (42) (11) - -
Non-deductible expenses 560 1,678 131 278
Income not subject to tax (171) (294) (1,399) (289)
Income exempted under pioneer status (907) (2,577) - -
Utilisation of tax incentive allowances - (1,697) - (1,697)
Deferred tax assets not recognised during the year 1,507 342 1,352 -
Utilisation of previously unrecognised tax losses,
capital allowance and other deductible temporary differences (960) (148) - -
Origination due to impending expiry of tax exemption (Note 32) 3,852 - - -
Under/(over) provision of deferred tax in prior years 4 (125) - (28)
Under/(over) provision of tax expense in prior years 274 (1,597) 336 33
Taxation 6,540 (2,006) 303 341
The Company was granted with a tax incentive in 2005 which can be utilised by the Company over a period of five years commencing
in 2004 for the acquisition of a foreign company. The incentive has expired on 31 December 2008.
(a) Basic
Basic earnings per share (“EPS”) is calculated by dividing the profit for the year attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares in issue during the financial year, excluding treasury shares held by
the Company and shares held by ESTS as disclosed in Note 13 and Note 14 to the financial statements respectively.
2009 2008
Profit attributable to ordinary equity holders of the Company (RM’000) 3,315 11,087
(b) Diluted
There is no dilutive effect on the EPS of the Group of the assumed conversion of the warrants and the exercise of the ESOS due to
the exercise price of the warrants and the ESOS being higher than the average fair value of the ordinary shares. As at 31 December
2009, both the ESOS and warrants have expired.
25. DIVIDENDS
The following dividends were declared and distributed/paid in respect of financial year ended 31 December 2008:
(a) special dividend by way of distribution of treasury shares as share dividend on the basis of one (1) treasury share for every forty (40)
existing ordinary shares of RM0.10 each in Symphony House Berhad, fractions of treasury shares to be disregarded; and
(b) interim cash dividend of RM0.005 (0.50 sen) single tier dividend per ordinary share amounting to RM3,140,000.
(2008 : Interim dividend of RM0.01 single tier dividend per ordinary share and final dividend of RM0.01 single tier dividend per
ordinary share totalling RM12,625,000).
On 25 February 2010, the Board of Directors declared the following dividends, payable on 2 April 2010:
(a) special dividend by way of distribution of treasury shares as share dividend on the basis of one (1) treasury share for every forty
(40) existing ordinary shares of RM0.10 each in Symphony House Berhad (“Share Dividend”), fractions of treasury shares to be
disregarded; and
(b) interim cash dividend of RM0.005 (0.50 sen) single tier dividend per ordinary share amounting to approximately RM3.22 million
(“Interim Cash Dividend”) in respect of financial year ended 31 December 2009.
The financial statements for the current financial year do not reflect the Share Dividend and the Interim Cash Dividend. The Share Dividend
and Interim Cash Dividend will be accounted for in equity as a reduction in the share premium account and an appropriation of retained
profits in the financial year ending 31 December 2010 respectively.
The Directors do not recommend any final dividend to be paid for the financial year ended 31 December 2009.
Segment information is presented in respect of the Group’s business and geographical segments. The primary format, business segments,
is based on the Group’s management and internal reporting structure. Inter-segment pricing is determined based on negotiated terms.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis. Unallocated items mainly comprise interest-earning assets and revenue, interest-bearing borrowings and expenses, and
corporate assets and expenses.
Segment capital expenditure is the total cost incurred during the year to acquire segment asset that are expected to be used for more than
one year.
Business segments
Information Technology Sales of computer solutions, computer parts, application software development and
(“IT”) Services consultancy services.
Outsourcing Services Corporate secretarial, share registration, accounting, administering the process of share
issuance and offers for sale in relation to initial public offerings, business process outsourcing
solutions and cheque processing.
Revenue from external customers 2,418 2,982 168,104 155,585 - - 170,522 158,567
Inter-segment revenue 548 862 280 308 (828) (1,170) - -
Total revenue 2,966 3,844 168,384 155,893 (828) (1,170) 170,522 158,567
Segment results 1,554 707 1,223 14,974 12,113 1,456 17,137 14,890
Unallocated revenue 182 145
Unallocated expenses (6,144) (5,622)
Operating profit 11,175 9,413
Interest expense (2,111) (2,560)
Interest income 626 2,495
Profit before tax 9,690 9,348
Taxation (6,540) 2,006
Profit after tax 3,150 11,354
Minority interests 165 (267)
Segment assets
(3,650) 17,798 18,975 235,645 222,868 (5,915) 247,528 238,193
Unallocated assets 25,996 36,876
Total assets 273,524 275,069
Segment liabilities (9,071) 739 629 39,510 34,537 (15,163) 25,086 26,095
Unallocated liabilities 36,188 36,512
Total liabilities 61,274 62,607
Geographical segments
The IT Services also operate in Singapore apart from Malaysia. Outsourcing Services also operate in Japan apart from Malaysia.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are also based on the
geographical location of assets.
Geographical segments
Revenue from external customers by
location of customers 89,042 81,857 81,480 76,710 - - 170,522 158,567
Segment assets by location of assets 289,127 287,463 5,598 6,092 (21,201) (18,486) 273,524 275,069
Significant related party transactions other than disclosed elsewhere in the financial statements are as follows:
BCS Information Systems Pte. Ltd. A major shareholder in Symphony BCSIS Sdn. Bhd., a subsidiary of the Company
Bolton Berhad A major shareholder in the Company and Dato’ Mohamed Azman bin Yahya is the
Group Chief Executive and Executive Director of Bolton Berhad
Carlsberg Brewery Malaysia Berhad Tan Sri Asmat bin Kamaludin is a Non-Executive Director
(resigned w.e.f 12 May 2009)
E2 Power Sdn. Bhd. A subsidiary of OCBC Group, in which OCBC Group is the holding company of
BCS Information Systems Pte. Ltd.
Hartalega Holdings Berhad Abdul Hamid bin Sh. Mohamed is a Non-Executive Director and shareholder
Khazanah Nasional Berhad Dato’ Mohamed Azman bin Yahya is a Non-Executive Director
Malaysian Airline System Berhad Dato’ Mohamed Azman bin Yahya is a Non Independent Non-Executive Director
OCBC Group A holding company of BCS Information Systems Pte. Ltd.
Permodalan Nasional Berhad Tan Sri Asmat bin Kamaludin is a Non-Executive Director
Plus Expressway Berhad Dato’ Mohamed Azman bin Yahya is a Non-Independent Non-Executive Director
Scomi Group Berhad (“SCOMI”) Dato’ Mohamed Azman bin Yahya is a Non-Independent Non-Executive Director and
shareholder of SCOMI by virtue of his shareholding in Gajahrimau Capital Sdn. Bhd.
Tan Sri Asmat bin Kamaludin is a Non-Executive Chairman and is deemed interested
by virtue of his indirect interests in SCOMI
SGT International Sdn. Bhd. (“SGT”) Jasmy bin Ismail, a Director of Symphony BPO Solutions Sdn. Bhd., is also a Director
and shareholder of SGT
SILK Holdings Berhad Abdul Hamid bin Sh. Mohamed is a Non-Executive Director
The Royal Bank of Scotland Berhad Tan Sri Asmat bin Kamaludin is a Non-Executive Director
Tri-Isthmus Group Inc (“TIG”) Dennis Michael Smith, a Director of Symphony BPO Solutions Sdn. Bhd., is also a
Director and shareholder of TIG
Group
Rental of office
Company
The remuneration of Directors and other members of key management during the year was as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
The future aggregate minimum lease payments under non-cancellable operating leases contracted for as at the balance sheet date but not
recognised as liabilities are as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Capital expenditure not provided for in the financial statements are as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
This excludes a guarantee to a third party on the performance of a discontinued operation of which it is not practical to estimate the
contingent liability as the project is still in progress.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign exchange risk, credit risk and liquidity risk. The
Board reviews and agrees on the policies for managing each of these risks and they are summarised as follows:
The Group’s exposure to market risk for changes in the interest rate environment principally relates to its debt obligations. The
debt obligations pertaining to term loans, hire purchase and lease obligations are disclosed in Note 16. The Group does not
hedge interest rate risk but ensures that it had obtained borrowings at competitive interest rates under the most favourable terms
and conditions. The Group’s interest bearing financial assets are mainly short term in nature and have been mostly placed in fixed
deposits and short term money market instruments.
As the business process outsourcing (“BPO”) business of the Group derives most of its revenue from operations in the Asia-Pacific
region, the business faces exposure to adverse movements in foreign currency exchange rates. This exposure may change over
time as business practices evolve and could seriously harm the financial results. Most of the BPO’s foreign currency transactions
are currently conducted in United States Dollar and Singapore Dollar, which have floating exchange rates relative to the Ringgit
Malaysia. The Group manages this risk by monitoring closely its balances and takes appropriate action to minimise the exposure.
The net unhedged financial assets and financial liabilities of the Group companies that are not denominated in their functional
currencies are as follows:
At 31 December 2009
Ringgit Malaysia 3,116 1,413 1,876 432 4,541 11,378
At 31 December 2008
As at balance sheet date, the Group had not entered into any forward foreign exchange contracts.
The Group enters into transactions with a diversity of creditworthy parties to mitigate any significant concentration of credit risk. The
Group’s maximum exposure to credit risk is represented by the carrying amount of each financial asset.
The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that refinancing,
repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient levels of cash
or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain available banking
facilities of a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from both capital
markets and financial institutions and balances its portfolio with some short term funding so as to achieve overall cost effectiveness.
The carrying amounts of investments, trade and other receivables, cash and cash equivalents, trade and other payables for the
Group and the Company approximate their fair values due to their short term maturity. The fair value of hire purchase and finance
lease and bank borrowings of the Group are not materially different from the carrying value as at 31 December 2009.
The nominal/notional amounts and net fair value of financial instruments not recognised in the balance sheets of the Group and of
the Company as at the end of the financial year are:
At 31 December 2009:
At 31 December 2008:
# It is not practicable to estimate the fair value of contingent liabilities reliably due to the uncertainties of timing, costs and
eventual outcome.
There were no significant events during the financial year except as follows:
(a) The Group wrote off plant and equipment and incurred moving related costs totalling RM2.725 million pursuant to the Group’s move to its
new office located at Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan and
(b) The Group recognised deferred tax liability of RM3.852 million in respect of a subsidiary which is a Multimedia Super Corridor
(“MSC”) company with pioneer status. The pioneer status comes with a full tax exemption on 100% of the statutory income for
a period of 5 years. With the status coming to an expiry on 20 December 2010, the Group recognised the taxable temporary
differences in respect of the property, plant and equipment.
Pursuant to the reclassification of certain expenses to conform with the Group presentation, the following comparative amounts have
been restated:
Previously (Increase)/
stated decrease Restated
RM’000 RM’000 RM’000
Distribution of shareholders
* Excluding a total of 260,816 ordinary shares bought back by Symphony House Berhad and retained as treasury shares.
Directors’ Shareholding
(1) D eemed interest by virtue of his interests in Virtuoso Capital Sdn Bhd, Gajahrimau Capital Sdn Bhd, Azman & Sons Sdn Bhd and Bolton Berhad pursuant to Section
6A of the Companies Act, 1965
* Excluding a total of 260,816 ordinary shares bought back by Symphony House Berhad and retained as treasury shares.
(1) D eemed interest by virtue of his interests in Virtuoso Capital Sdn Bhd, Gajahrimau Capital Sdn Bhd, Azman & Sons Sdn Bhd and Bolton Berhad pursuant to Section
6A of the Companies Act, 1965
(2) D eemed interest by virtue of their interests, direct and/or indirect, in Bolton Berhad pursuant to Section 6A of the Companies Act, 1965
* Excluding a total of 260,816 ordinary shares bought back by Symphony House Berhad and retained as treasury shares.
Top 30 Shareholders
NOTICE IS HEREBY GIVEN THAT the Eighth Annual General Meeting of the Company will be held
at the Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
on Monday, 31 May 2010 at 9.30 a.m. for the following purposes:
AGENDA
As Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended 31 December 2009 together Ordinary Resolution 1
with the Directors’ and Auditor’s Reports thereon.
2. To approve the increase and payment of Directors’ fees for the financial year ended 31 December 2009. Ordinary Resolution 2
3. To re-elect the following Directors who retire by rotation in accordance with Article 104 of the Company’s
Articles of Association :-
As Special Business
5. Authority for Directors to issue and allot shares in the Company pursuant to Section 132D of the Companies Ordinary Resolution 7
Act, 1965
“THAT pursuant to Section 132D of the Companies Act, 1965, and subject always to the approval
of the relevant authorities, the Directors be and are hereby empowered to issue and allot shares in the
Company, from time to time to such persons and upon such terms and conditions and for such purposes
as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares
to be issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company
for the time being.
AND THAT the Directors be and are also empowered to obtain the approval for the listing of and
quotation for the additional shares on Bursa Malaysia Securities Berhad and that such authority shall
continue in force until the conclusion of the next Annual General Meeting of the Company.”
6. Proposed Renewal of Authority for the Purchase by the Company of its own ordinary shares of up to 10% Ordinary Resolution 8
of the issued and paid-up share capital (“Share Buy Back”)
“THAT, subject to the approval of the relevant authorities, approval be and is hereby given for the
Company to acquire its own ordinary shares of RM0.10 each of up to 10% of its issued and paid
up share capital (“Symphony Shares”) from the market of Bursa Malaysia Securities Berhad (“Bursa
Securities”), as may be determined by the Directors of the Company from time to time, in the manner set
out in Section 2 of the Statement to Shareholders dated 7 May 2010 (“Statement”)
THAT such authority shall commence upon the passing of this resolution and shall continue to be in force
until:
i the conclusion of the next Annual General Meeting at which time the authority will lapse, unless by
an ordinary resolution passed at the next Annual General Meeting, the authority is renewed; or
ii the expiration of the period within which the next Annual General Meeting after that date is required
by law to be held; or
iii revoked or varied by an ordinary resolution of the Company’s s hareholders in a general meeting,
whichever occurs the earliest, but not so as to prejudice the completion of purchase(s) by the Company
before the aforesaid expiry date.
THAT the Directors of the Company be and are hereby authorised to take all such steps and do all acts
and deeds and to execute, sign and deliver on behalf of the Company, all necessary documents to give
full effect to and for the purpose of completing or implementing the Share Buy Back in the manner set out
in Section 2 of the Statement, which would include the maximum funds to be allocated by the Company
for this purpose.
AND THAT following completion of the Share Buy Back, the Directors be and are empowered to cancel
or retain as treasury shares, any or all of the Symphony Shares so purchased, resell on Bursa Securities
or distribute as dividends to the Company’s shareholders or subsequently cancel, any or all of the
treasury shares, with full power to assent to any condition, revaluation, modification, variation and/or
amendment in any manner as may be required by any relevant authority or otherwise as they deem fit in
the best interests of the Company.”
7. To transact any other business of which due notice shall have been given.
i) A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote on his behalf. The proxy may but need not be a member
of the Company and the provisions of Sections 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company.
ii) A member shall be entitled to appoint two (2) or more proxies to attend and vote at the Meeting. Where a member appoints more than one (1) proxy, the appointment
shall not be valid unless he specifies the proportions of his holdings to be represented by each proxy.
iii) For a proxy to be valid, the Form of Proxy must reach the Company Secretary at the Registered Office of the Company at Level 8, Symphony House, Pusat Dagangan
Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for the Annual General Meeting or
adjourned meeting. If the appointer is a corporation, the Form of Proxy should be executed under its Common Seal or the hand of an officer or attorney duly authorised in
writing. If the Form of Proxy is executed by an officer or attorney duly authorised in writing, supporting documents are to be produced on the day of the Annual General
Meeting for verification by the Company Secretary.
Ordinary Resolution 7
Authority for Directors to issue and allot shares in the Company pursuant to Section 132D of the Companies Act, 1965
The Ordinary Resolution 7, if passed, will give the Directors of the Company authority to issue and allot shares in the Company at any time up to an aggregate amount
not exceeding 10% of the issued and paid-up share capital of the Company (“Share Mandate”). This Share Mandate will, unless revoked or varied by the Company at a
general meeting, expires at the conclusion of the next Annual General Meeting (“AGM”) of the Company. With this Share Mandate, the Company will be able to raise
capital from the equity market in a shorter period of time compared to a situation without the Share Mandate. The authority will provide flexibility to the Company for
any possible fund raising activities, including but not limited to further placing of shares, for the purpose of funding future investment projects, working capital and / or
acquisitions, or strategic opportunities involving equity deals, which may require the allotment and issuance of new shares. In addition, any delay arising from and cost
involved in convening an extraordinary general meeting (“EGM”) to approve such issuance of shares should be eliminated. The Company will have to seek shareholder’s
approval at an EGM to be convened in the event that the proposed issuance of shares exceeds the 10% threshold contained in the Share Mandate.
This Share Mandate is a renewal of the mandate obtained from the shareholders of the Company at the AGM of 28 May 2009. The Company did not utilise the mandate
obtained at the last AGM and thus no proceeds were raised from the previous mandate.
Ordinary Resolution 8
Shareholders are advised to refer to the Statement to the Company’s shareholders dated 7 May 2010, which was circulated together with the Annual Report
2009 when considering Ordinary Resolution 8 on the Share Buy Back
The Share Buy Back will enable the Company to utilise its surplus financial resources to purchase its own shares, when appropriate, and at prices which the Board views
as favourable. In addition, the Share Buy Back is also expected to stabilise the supply and demand of the Company’s shares in the open market and thereby supporting
its fundamental value.
FORM OF PROXY
I/We
of
being a member/members of the Symphony House Berhad hereby appoint
of
or failing him/her
of
or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the Eighth Annual General Meeting of the
Company to be held at the Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia on Monday, 31 May 2010 at 9.30
a.m. and at any adjournment thereof in the manner indicated below in respect of the following resolutions referred to in the Notice of Annual General
Meeting.
1 To receive the Audited Financial Statements and Directors’ and Auditor’s Reports.
6 To re-appoint Messrs Ernst & Young as the Company’s Auditors and to authorise the directors to fix their
remuneration.
7 To authorise the Directors to issue and allot shares pursuant to Section 132D of the Companies Act, 1965.
Please indicate with ( ) how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his discretion.
Notes: i) A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote on his behalf. The proxy may but need not be a member of the Company and the
provisions of Sections 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company.
ii) A member shall be entitled to appoint two (2) or more proxies to attend and vote at the Meeting. Where a member appoints more than one (1) proxy, the appointment shall not be valid unless he
specifies the proportions of his holdings to be represented by each proxy.
iii) For a proxy to be valid, the Form of Proxy must reach the Company Secretary at the Registered Office of the Company at Level 8, Symphony House, Pusat Dagangan Dana 1, Jalan PJU1A/46,
47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for the Annual General Meeting or adjourned meeting. If the appointer is a corporation, this Form
of Proxy should be executed under its Common Seal or the hand of an officer or attorney duly authorised in writing. If the Form of Proxy is executed by an officer or attorney duly authorised in
writing, supporting documents are to be produced on the day of the Annual General Meeting for verification by the Company Secretary.
iv) Shareholders are advised to refer to the Statement to the Company’s Shareholders dated 7th May 2010 when considering Ordinary Resolution 8.
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Contact Information for BPO Services
SYMPHONY BPO SOLUTIONS SDN BHD MALAYSIAN ISSUING HOUSE SDN BHD
Head Office Level 6, Symphony House,
Level 5 & 8, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A / 46,
Pusat Dagangan Dana 1, Jalan PJU 1A / 46, 47301 Petaling Jaya, Selangor Darul Ehsan
47301 Petaling Jaya, Selangor Darul Ehsan T +603 7841 8000 F +603 7841 8152
T +603 7841 8000 F +603 7841 8008
Kuantan Office
4th Floor, HSBC Bank Building, No. 1, Jalan Mahkota
25000 Kuantan, Pahang
T +609 516 1143 F +609 516 1145
Ipoh Office
55, Medan Ipoh 1A, Medan Ipoh Bistari, 31400 Ipoh, Perak
T +605 547 4833 F +605 547 4363
Melaka Office
No. 111-A, 1st Floor, Jalan Melaka Raya 24, Taman Melaka Raya,
75000 Melaka
T +606 281 7882 F +606 281 7881
Penang Bureau
Tingkat 1, Bangunan Tabung Haji, 50 Greenhall,
10200, Pulau Pinang
T +604 262 0255 / 5155 F +604 262 2255
Ipoh Bureau
23A Medan Ipoh 1-E, Medan Ipoh Bistari, 31400 Ipoh, Perak
T +605 548 3051 F +605 548 3098
Melaka Bureau
111-A, 1st Floor, Jalan Melaka Raya 24, Taman Melaka Raya,
75000 Melaka
T +606 288 1599 F +606 281 7881
Kuantan Bureau
B-2, Lorong Galing 2, Jalan Haji Ahmad,
25300 Kuantan, Pahang
T +609 517 2182 F +609 517 2180
www.symphony.com.my