CORPORA TE PROFILE 36

CORPORA TE INFORMA TION

Board of Directors

Management

Dato’ Dr Mohamed Munir bin Abdul Majid Non-Independent and Non-Executive Chairman

Dato’ Ahmad Fuaad bin Mohd Dahalan Managing Director

Dato’ N Sadasivan A/L N N Pillay Independent and Non-Executive Deputy Chairman

Yusop bin Jaridi Assistant General Manager, Customer Services

Dato’ Ahmad Fuaad bin Mohd Dahalan Non-Independent and Managing Director

Zawiah binti Mat Aruf Assistant General Manager, Corporate Communications

Dato’ Zaharaah binti Shaari Non-Independent and Non-Executive Director Dato’ Gumuri bin Hussain Non-Independent and Non-Executive Director Dato’ Mohamed Azman bin Yahya Independent and Non-Executive Director Keong Choon Keat Independent and Non-Executive Director Martin Gilbert Barrow Independent and Non-Executive Director Datuk Haji S Abdillah @ Abdullah bin Hassan @ S Hassan Non-Independent and Non-Executive Director Datuk Amar Haji Abdul Aziz bin Haji Hussain Independent and Non-Executive Director Datu Haji Salleh bin Haji Sulaiman Alternate Director to Datuk Amar Haji Abdul Aziz bin Haji Hussain Tengku Azmil Zahruddin bin Raja Abdul Aziz Alternate Director to Dato’ Gumuri bin Hussain Abdul Rahman bin Abdul Ghani Alternate Director to Datuk Haji S Abdillah @ Abdullah bin Hassan @ S Hassan

CORPORA TE SERVICES D IVISION

Dr. Mohamadon bin Abdullah Senior General Manager, Corporate Services Dr. Wafi Nazrin bin Abdul Hamid General Manager, Corporate Services Capt Ahmad Zuraidi bin Dahalan General Manager, Corporate Safety & Security Adnan bin Shahbudin Assistant General Manager, Security Services Mariah binti Sheikh Hussein Assistant General Manager, Malaysia Airlines Academy Shahjanaz binti Kamaruddin Group General Counsel F L I G H T O P E R AT I O N S D I V I S I O N

Dato’ Capt Mohd Nawawi bin Awang Senior General Manager, Flight Operations Capt Mohammad Azharuddin bin Osman General Manager, Flight Operations (Operations & Development) Shulhameed bin K E Kappal Marican General Manager, Flight Operations (Services & Infrastructure) Capt Ooi Teong Siew Assistant General Manager, Flight Operations (Quality Assurance, Projects & Processes)

Kamal Azran bin Adam Assistant General Manager, Flight Operations (Manpower Planning & Productivity)

YM Raja Nor Diana binti Raja Zainal Karib Shah Assistant General Manager, Marketing Support

TE CH NI CA L AN D G ROU ND

Germal Singh Khera Assistant General Manager, International Affairs Sales Distribution & Marketing

OPERATIONS DIVISION

Tajuden bin Abu Bakar Senior General Manager, Technical & Ground Operations Mohd Roslan bin Ismail General Manager, Engineering & Maintenance Wan Abdul Rahim bin Hj Wan Ishak Assistant General Manager, Maintenance Operations Iszham bin Idris Assistant General Manager, Maintenance Support

Liew Lup Foong, Josephine Head of Finance - Sales, Distribution & Marketing Visvaratnam Sabaratnam Assistant General Manager, Sales Management & Planning Yazid bin Mohamed Assistant General Manager, Advertising, Promotions & Branding Md Saat bin A Samad Assistant General Manager, Distribution

Nizuyir bin Buyong Assistant General Manager, Ground Support Services

Suhaila binti Hj Shamsuddin Assistant General Manager, Customer Management & Service Quality

Abdullah bin Muda Assistant General Manager, Flight Management Centre

FINANCE DIVISION

Hayati binti Dato’ Ali Assistant General Manager, Ground Handling Management

Low Chee Teng Chief Financial Officer Mohd Sukri bin Husin General Manager, Group Reporting, Control & Budget

Zabariah binti Md Ibrahim Head of Finance - Technical & Ground Operations

Merina binti Abu Tahir General Manager, Group Accounting

IT PL ANNING & SERVICES D IVISION

Ahmad Ramzi bin Muhamad Bukhari Assistant General Manager, Treasury & Investment

Marzida binti Mohd Noor Senior General Manager, IT Planning & Services CARGO DIVISION

Heng Geok Chin Assistant General Manager, Financial Accounting

Ong Jyh Jong Senior General Manager, Cargo

Md Yasin bin Bachik Assistant General Manager, Passenger Revenue Reporting Management & Projects

Mohd Yunus bin Idris Assistant General Manager, Operations (Cargo)

Subramaniam s/o Muniandy Assistant General Manager, Financial Services

SALES, DISTRIBUTION &

Yoon Chooi Wan Assistant General Manager, Financial Systems

MARKETING DIVISION

Dato’ Abdul Rashid Khan bin Abdul Rahim Khan Senior General Manager, Sales, Distribution & Marketing Danny Kondic General Manager, Sales - East Phang Pow Ing General Manager, Sales - West Azmil Hisham bin Abd Rahman Assistant General Manager, Product Development & Services

Serena Ho Lee Chen Assistant General Manager, Reporting & Control Azahar bin Hamid Assistant General Manager, Budget & Planning H U MA N RE SO U RC ES DI VIS I ON

Mohamed Yusof bin Ahmad Muhaiyuddin General Manager, Human Resources Management

37

PROJECT MANAGEMENT 38

INTERNAL AUDIT DEP ARTMENT

& ASSURANCE D IVISION

Mohd Nadziruddin bin Md Basri General Manager, Project Management & Assurance Ahmad Muzzaffar bin Ahmad Mustapha Assistant General Manager, Centralised Procurement Ahmad Shamsuddin bin Muhiyuddin Assistant General Manager, Property Maintenance Mohamad Fadzil bin Mohamad Ariff Assistant General Manager, Property Development

Shahnaz Al-Sadat binti Tan Sri Sheikh Abdul Mohsein General Manager, Internal Audit REGIONAL MANAGEMENT

Dato’ Tuan Ibrahim bin Abdullah Regional General Manager, Middle East & Africa Dr Amin Khan Regional General Manager, China and SAR Sharifuddin bin Bapu Regional Manager, United Kingdon/Europe Mohd Salleh bin Ahmad Tabrani Regional Manager, Australia & New Zealand Adrian Sen Sai Chew Regional Manager, North Asia

NETWORK & REV ENUE MANAGEMENT DIVISION

Yap Kiang Thiam General Manager, Network & Revenue Management Kym Joylene Clarke Assistant General Manager, Revenue Management

Rajendran Sinnakaundan Regional Manager, ASEAN Syed Abdillah bin Syed Aziz Regional Manager, South Asia Halid Alpi Regional Manager, Americas

Liow Ngit Sing Assistant General Manager, Operations Planning

Baharom bin Mohd Yatim Regional Manager, Malaysia & Singapore

Mohd Razali bin Harun Assistant General Manager, Aircraft Trading

Company Secretar y Rizani bin Hassan LS 05125

Registered Office 33rd Floor, Bangunan MAS, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia Tel 603 2165 5008 Fax 603 2162 8305 www.malaysiaairlines.com

Auditors Messrs Ernst & Young Level 23A, Menara Milenium, Jalan Damansara, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia Tel 603 2087 7000 Fax 603 2095 9076 main 603 2095 9078 audit

Share Registration Office Symphony Share Registrars Sdn Bhd (formerly known as Malaysian Share Registration Services Sdn Bhd) Level 26, Menara Multi Purpose, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur, Malaysia Tel 603 2721 2222 Fax 603 2721 2530

Listing Bursa Malaysia Securities Berhad

(formerly known as Kuala Lumpur Stock Exchange)

CORPORA T E P RO FI LE 39

AUDIT COMMITTEE REPORT

The Board Audit Committee (BAC) of Malaysian Airline System Berhad (MAS) is pleased to present the Audit Committee Report for the financial year 2003/2004.

Composition of the Board Audit Committee The BAC was established in 1992, with terms of reference approved by the Board of Directors. These terms provide for the Board to elect Members of the BAC from amongst themselves, to comprise no fewer than three Directors, the majority of whom shall be Independent Directors. Appointment to the Committee is referred to the Nomination Committee, prior to approval by the Board of Directors. The Board then shall ensures that the composition of the Committee meets the independence and experience requirements set out by Bursa Malaysia Securities Berhad (BMSB). The term of office of a Member of the Committee shall be three years, after which he or she may be re-nominated and appointed by the Board of Directors. The Board shall review the performance of the Committee and its Members at least once every three years. During the financial year, Datuk Haji S Abdillah @ Abdullah bin Haji Hassan @ S Hassan was appointed as a Member of the BAC to replace Datu Haji Salleh bin Haji Sulaiman.

As at the end of the financial year, the BAC comprised the following: Chairman: Keong Choon Keat Independent Non-Executive Director Members Tan Sri Dato’ Seri Dr Samsudin bin Hitam Non-Independent Non-Executive Director Dato’ Zaharaah binti Shaari Non-Independent Non-Executive Director Datuk Haji S Abdillah @ Abdullah bin Hassan @ S Hassan Independent Non-Executive Director Dato’ N Sadasivan A/L N N Pillay Independent Non-Executive Director

(resigned on 01.08.04)

The Chairman of the Committee is a Member of the Malaysian Institute of Accountants. The profiles of the Chairman and Committee Members are set out on pages 20 to 28 of this Annual Report.

Objectives The Committee’s principal objective is to assist the Board of Directors in discharging the Board’s statutory duties and responsibilities relating to the accounting and reporting practices of the Holding Company and each of its subsidiaries. In addition, the Committee shall: • Evaluate the quality of the audits performed by internal and external auditors • Provide assurance that the financial information presented by Management is relevant, reliable and timely • Oversee compliance with relevant laws and regulations and observance of a proper code of conduct • Determine the quality, adequacy and effectiveness of the Group’s internal control environment.

Authority 40

The BAC shall, in accordance with procedures determined by the Board of Directors and at the expense of the Company: • Investigate any activity within its terms of reference, with the cooperation of all employees as directed by the Board and the Committee • Have full and unrestricted access to all information, documents and resources required to perform its duties, as well as to the internal and external auditors and Senior Management of the Company and Group • Obtain independent professional advice or other advice and to secure the attendance of external parties with relevant experience and expertise, if necessary • Convene meetings with the internal or external auditors, without the attendance of the Executive Director, whenever deemed necessary • Make relevant reports when necessary to the relevant authorities, if a breach of the Listing Requirements has occurred.

• Review the quarterly reporting to BMSB and year-end annual financial statements before submission to the Board of Directors, focusing on major accounting policy changes, significant audit issues in relation to estimates and judgmental areas, significant and unusual events, and compliance with accounting standards and other legal requirements • Monitor any related party transactions that may arise within the Group and to report, if any, transactions between the Group and any related party outside the Group that are not based on arms-length terms and are disadvantageous to the Group. • Review any related party transaction and conflict of interest situation that may arise within the Group including any transaction, procedure or cause of conduct that may raise questions of management integrity.

Meetings of the Committee The BAC shall meet at least four times a year or more frequently as circumstances dictate. The Committee had nine meetings during the financial year, and the attendance record of each Member is as follows:

Duties & Responsibilities The duties and responsibilities of the BAC are to undertake the following and report accordingly to the Board of Directors: • Review of the audit plan and audit reports, including the evaluation of the internal control system with the external auditors • Review the quality of the external auditors and to make recommendations on their appointment, termination and remuneration, and to consider the nomination of a person or persons as external auditors • Review the liaison between the external auditors, Management and Board of Directors, and the assistance given by Management to the external auditors • Assess the adequacy of the scope, functions and resources of the internal audit function and ensure that internal auditors have the necessary authority to do their work • Review the internal audit programme, processes and results of the audit, and assess whether appropriate actions have been taken on the recommendations of the internal auditors

Name of Director Attendance Keong Choon Keat (Chairman) 9/9 Tan Sri Dato’ Seri Dr Samsudin bin Hitam (resigned on 01.08.2004) 4/9 Dato’ Zaharaah binti Shaari 4/9 Datuk Haji S Abdillah @ Abdullah bin Hassan @ S Hassan 2/2 Dato’ N Sadasivan A/L N N Pillay 8/9 Datu Haji Salleh bin Haji Sulaiman 7/9 Note: The first figure above denotes the number of meetings attended while the second figure denotes the number held. The number of meetings held refers to the applicable meetings for each Director and varied based on their dates of appointment.

Representatives of Senior Management, the General Manager of Internal Audit and representatives of the external auditors attend the Committee’s meetings as and when appropriate. Minutes of each meeting are maintained and distributed to each Member of the BAC as well as to other Members of the Board of Directors. The Chairman of the Committee makes a report of each meeting to the Board.

Activities in the Financial Year During the financial year, other than to review the quarterly reporting to BMSB and the annual financial statements, the Committee undertook the following activities: • Reviewed the external and internal audit plans and budgets • Reviewed the external and internal audit reports and subsequent follow-up of outstanding issues • Reviewed key processes that required internal control enhancements with Management • Reviewed relevant related party transactions

Internal Audit Function The MAS Group has an established Internal Audit Department (IAD) that reports to the BAC. An approved Internal Audit Charter provides for the independence of the function in reviewing the Group’s internal control system. The IAD also assists Senior Management in enhancing internal controls and ensuring the effectiveness of the internal control system. The IAD adopts established auditing standards and performs an annual self-assessment against applicable guidelines to maintain its proficiency and ensure due professional care. The General Manager of Internal Audit is a Certified Internal Auditor, while MAS is a Corporate Member of the Institute of Internal Auditors. The BAC approves the Annual Internal Audit Plan. The risk-based plan is developed to cover key operational and financial activities that are significant to the overall performance of the Group on a cyclical basis. The IAD is continuously improving its identification of risk and control areas, and their priorities to determine the scope of internal audit activities. The risk and control areas are classified as audit universes against the following objectives: • Revenue enhancement and protection • Operational effectiveness and efficiency, including cost containment • Assets and services management, including effectiveness of management assurance functions • Human resource management • Financial reporting integrity • Information system management.

Internal audit activities covering all the above objectives are undertaken for both Passenger and Cargo businesses at Corporate Headquarters and Stations worldwide. Audits are also undertaken on an ad-hoc basis at the special request of either the BAC or Senior Management. The audits are performed to assure the BAC on the adequacy of the internal control system and the compliance to the system. The IAD works closely with external auditors to resolve any control issues and assists in ensuring that appropriate management actions are taken. In this financial year, the IAD executed 41 audits and 12 project advisory assignments. In addition, the IAD undertook a project management role for specific internal control enhancement initiatives including risk management, business planning and operations integration projects. The IAD is continuously monitoring the implementation of audit recommendations through periodic follow-up reviews. . The BAC receives regular and timely reports from the General Manager of Internal Audit on the results of audits performed and the progress of internal control projects. The Committee reviews and approves the IAD’s annual budget to ensure that the function has adequate resources. As at the end of the financial year, the Department had 45 internal auditors of varying levels and mix of expertise with approximately 68,000 available audit man-hours per annum.

41

CORPORA TE PROFILE 42

S T AT E M E N T O F I N T E R N A L C O N T R O L

Public listed companies are required by the Malaysian Code on Corporate Governance to maintain a sound system of internal control. In addition, it is a listing requirement of Bursa Malaysia Securities Berhad that directors of public listed companies include a statement on the state of internal control in the companies’ annual reports.

Responsibility The overall responsibility for the Malaysian Airline System Berhad’s (MAS) system of internal control group-wide, including the review of its effectiveness, lies with the Board of Directors. The Board, recognising the importance of maintaining a sound system of internal control to safeguard shareholders’ investments and the Group’s assets, has instituted an internal control system, the details of which are set out below. In addition, the Board took steps to formalise a risk management framework to identify key significant risks, evaluate the impact and set the policies relating to the risks and relevant controls. The Management is responsible for implementing the Board’s policies on risks and control.

Internal Control Processes Both the Board and Management of MAS are committed to implementing an internal control system to manage those risks that could affect the Group’s continued growth and financial viability. Accordingly, measures are continually taken to improve the policies, processes and structure relating to internal control, and ensure that the people tasked with the responsibilities are qualified and trained. This continual improvement enhances the management of existing risks and, by taking into consideration the changes in the risk profile of the industry and the Group, helps to anticipate and manage potential risks.

The key elements in MAS’ internal control system, including the processes in place to review its adequacy, are as follows: • An organisation structure, which is aligned to business and operations requirements and led by Division Heads with accountability, is in place. • Integrated business planning and budgeting processes are driven by commercial objectives. • During the financial year, action was taken to enhance these processes by assigning a single driver to specifically focus on revenue targets. Operational budgets work towards achieving these targets. • The Management Committee, comprising members of Senior Management, is responsible for, amongst others: • Reviewing the actual monthly performance against expectations and budget • Undertaking quality assurance on key information and submitting performance reports to the Board of Directors • Addressing any internal control issues with the Board Audit Committee (BAC) and the Internal Audit Department (IAD) • Addressing any matters arising from meetings of the BAC and ensuring that Management acts upon these matters accordingly. • There is a clear definition of authority and responsibilities through the Group’s Approving Authority Manual that has been approved by the Board and subject to regular updating and enhancement. • Procedures with embedded internal controls are documented in a series of Standard Operating Manuals. There is a structure for organisation-wide control and custodianship of these manuals. The manuals are regularly reviewed to ensure the alignment, standardisation and comprehensiveness of the procedures. Greater communication is ensured on key internal control procedures, including those relating to authorisation, accountability, monitoring and reconciliation processes. • The Systemwide Stations Internal Control Manual (SICM), comprising the Management

43

•

•

•

•

•

•

Handbook, Station Approving Authority Manual and the SICM Operational Manual, has been introduced in the financial year as a complete document on policies and key procedures related to all station activities for adherence by all personnel systemwide. Employees are given regular training and education on the importance of governance, risk management and internal control. The IAD reports to the BAC, performs systematic reviews of key processes relating to high-risk areas and assesses the effectiveness of internal controls, including compliance. Recommendations for improvement are highlighted to Senior Management and the Committee, with periodic follow-up review of actions taken. The BAC regularly reviews, on behalf of the Board, with Senior Management those internal control issues identified in reports by the internal and external auditors and the actions taken. The internal auditors assist the Committee in periodically reviewing the measures taken to address their concerns on internal control. The scope of this review includes any significant internal control aspects of issues identified in the financial statements as disclosed in this Annual Report. In its monthly meeting, the Board of Directors reviews the operational and financial performance of the Group. The scope of this review also covers any significant internal control aspects of issues identified in the monthly performance reports and any areas disclosed in this Annual Report. Senior Management has continued the initiative to formalise a risk management framework in the organisation, with the following objectives: • To systemise a continuous process for identifying, evaluating and managing the significant risks faced by the Company • To provide a platform for communication of risk and control profiles between Senior Management and the Board • To inculcate an organisation-wide culture of risk awareness and management

• To establish a documented process of control monitoring and improvement plans. A Risk Management Coordination Unit was formed to facilitate the development of the risk management framework throughout the organisation. The MAS Risk Management Framework and MAS Risk Model have been formulated and implemented organisation-wide on a progressive basis, with the objective of drawing up the Corporate Risk Profile and related risk management policies. The profile will be documented and monitored through the Corporate Risk Scorecard recently obtained. Efforts are continually being made to progressively integrate the results into the monthly reports to the Board of Directors.

Design of Internal Control System The Board of Directors and Senior Management consistently endeavour to maintain an adequate system of internal control designed to manage rather than eliminate risk throughout the organisation. It is recognised, however, that such a system will only provide reasonable assurance, and not absolute assurance, against the occurrence of any material loss. MAS’ internal control system does not apply to its material associated companies, which fall within the control of their majority shareholders. Nonetheless, the interests of MAS are served through representation on the Board of Directors of the respective associated companies and through the review of management accounts received. These provide the MAS Board of Directors with performance-related information to enable timely decisions in regard to the Group’s investments in such companies. The Board confirms that the system of internal control, with the key elements highlighted above, was in place during the financial year, except where otherwise stated. The system is subject to regular reviews by the Board.

CORPORA T E P RO FI LE 44

S T AT E M E N T O N CORPORA TE GOVERNANCE In line with one of Malaysian Airline System Berhad’s (MAS) objectives to exceed best practices in the industry, the Board of Directors continues to place high emphasis on corporate governance in all of the Group’s activities. The Board is fully committed to ensuring that the principles of the Malaysian Code on Corporate Governance (the Code) are complied with throughout the Group, both locally and worldwide. The Board has given due consideration to the Best Practices In Corporate Governance and efforts have been made to ensure that the Best Practices are appropriately adopted. In this Statement on Corporate Governance, the Board is pleased to report on the extent that the Code has been successfully implemented within MAS. The Board of Directors has considered the manner it has applied the Principles of the Malaysian Code on Corporate Governance (“the Code”) and the extent to which it has complied with the Best Practices of the Code, the analysis of which is reported in this Statement. The Board of Directors is committed to adopting the highest standards of corporate governance practices in all of the Group’s activities around the world. To this end and in line with the Group’s objective of exceeding best practices in the industry, every effort has been made to evaluate and apply the relevant Best Practices of the Code for the Group.

The Board of Directors Responsibilities of the Board The principal focus of the Board is the overall strategic direction, development and control of the MAS Group. The Board is responsible for approving key issues involving business plans and budgets, major capital expenditure, acquisition and disposal of assets, interim and annual results, human resource policies including performance management system, enhancement of safety and security measures

as well as succession planning for Senior Management. The Board’s authority is defined in the Approving Authority Manual. In each of its regularly scheduled meetings, Board Members review the Group’s monthly operational and financial performance. Based on quantitative and qualitative information received, the Board identifies the principal risks and provides direction on the appropriate policies, procedures and systems to address such risks. The Board also reviews the adequacy and integrity of the Group’s internal control system, including the management information system, and compliance with relevant legislation and guidelines. Structure for an Effective Board The structure of the Board of Directors is an important element in ensuring that it is able to execute its responsibilities effectively. As at the end of the financial year, the Board of MAS comprised eleven members with the following composition: Categor y Non-Executive Chairman Executive Director Non-Independent and Non-Executive Directors Independent Directors

Number 1 1 3 6

The Directors’ profiles are set out on pages 20 to 28 of this Annual Report. There is a clear division of responsibilities between the Chairman of the Board and the Managing Director. The Independent Directors, who constitute more than one-third of the Board, represent the interests of public shareholders. The Non-Executive Directors provide a mix of related industry-specific knowledge as well as broad government, business and commercial experience. All Non-Executive Directors are independent of Management and free from any relationship that could

45

interfere with their independent judgement. In situations where it would be inappropriate for concerns to be dealt with by the Chairman or the Managing Director, such concerns would be conveyed to Dato’ N Sadasivan A/L N N Pillay, the Senior Independent Non-Executive Director.

Each Director is required to make written disclosures, where such disclosures are tabled at the board meeting, to the effect that he is an officer or member of a specified corporation and is to be regarded as interested in any transaction which may, after the date of the disclosure, be made with that corporation.

Name of Director Attendance Tan Sri Dato’Seri Azizan bin Zainul Abidin Chairman 11/11 Dato’ Md Nor bin Md Yusof Managing Director (resigned on 31.03.04) 10/11 Tan Sri Dato’ Seri Dr Samsudin bin Hitam (resigned on 01.08.04) 8/11 Dato’ Zaharaah binti Shaari 9/11 Keong Choon Keat 11/11 Martin Gilbert Barrow 9/11 Dato’ N Sadasivan A/L N N Pillay 10/11 Dato’ Mohamed Azman bin Yahya 9/11 Datu Haji Salleh bin Haji Sulaiman (resigned on 31.12.03) 8/9 Dato’ Haji S Abdillah @ Abdullah bin Hassan @ S Hassan 7/11 Dato’ Gumuri bin Hussain (appointed on 20.5.03) 9/10 Tan Sri Nor Mohamed bin Yakcop (appointed on 14.10.03 and resigned on 10.01.04) 2/2 Datuk Amar Haji Abdul Aziz bin Haji Hussain (appointed on 01.01.04) 2/2

Board Meetings and Attendance

Note

The Board believes that its current structure and size satisfactorily reflect the interest investments of its shareholders and that it is able to provide clear and effective leadership to the Group. Disclosures

The first figure above denotes the number of meetings attended while the second figure

The Board met every month during the financial year, except in December 2003, as planned. Prior to a meeting, each Director received an agenda and a full set of Board Papers for each agenda item. The Directors are supplied with adequate information that goes beyond assessing the quantitative performance, in a timely fashion prior to a meeting, to enable them to make informed decisions. The Board meeting attendance record for each Director for the Financial Year ended 31 March 2004 is as follows:

denotes the number held. The number of meetings held refers to the applicable meetings for each Director and varied based on their dates of appointment.

Each Director has full access to all information within the Group, individually or collectively, and has direct access to the advice and services of the Group’s Company Secretar y. The Directors are free, at the Company’s expense, to seek independent professional advice should they consider it necessary in furtherance of their duties and a procedure for Directors to take independent professional advice is currently being formalised. Board Committees To assist the Board in executing its responsibilities, a number of committees with specified terms of reference and responsibilities have been established. These committees are the: 1 Board Audit Committee 2 Nomination Committee 3 Remuneration Committee 4 Board Safety and Security Committee 5 Board Tender Committee.

Board Audit Committee 46

The Board Audit Committee Report, stating its membership, role and activities during the financial year, is set out on pages 39 to 41 of this Annual Report. Nomination Committee The Company has in place formal and transparent procedures for the appointment of new Directors. These procedures ensure that all nominees to the Board are first considered by the Nomination Committee who, after taking into account the required mix of skills, experience and other qualities, would make a recommendation to the Board. The composition of the Nomination Committee (NC) as at the end of the financial year was as follows: Chairman Tan Sri Dato’ Seri Azizan bin Zainul Abidin Members Tan Sri Dato’ Seri Dr Samsudin bin Hitam (resigned on 01.08.04) Datu Haji Salleh bin Haji Sulaiman Dato’ N Sadasivan A/L N N Pillay Dato’ Mohamed Azman bin Yahya The NC comprises exclusively Non-Executive Directors, the majority of whom are independent. The Committee is authorised to: 1 Annually review the required mix of skills, experience and other qualities, including core competencies, which all Directors should have; 2 Assess, on an annual basis, the effectiveness of the Board as a whole and the Committees of the Board, as well as evaluate the contribution of each individual Director; 3 Recommend to the Board candidates for directorships and nominees for the Board Committees. During the financial year, the NC met twice to deliberate and recommend to the Board of Directors on the nomination of Directors and their alternates. The Committee also reviewed the composition of the Board to ensure a good balance of skills and experience amongst its members.

As at the date of this Annual Report, all Directors have successfully completed the Mandatory Accreditation Programme and are participating in the Continuous Education Programme mandated by Bursa Malaysia Securities Berhad. In addition, as part of the annual strategic planning session during the financial year, external speakers updated the Directors on industry-specific developments. The Directors were also invited to the MAS Worldwide Business Forum 2004, organised by the Sales, Distribution and Marketing Division, during which regional and area management staff were informed of the latest developments within the Group. The Company’s Articles of Association require that all Directors, who are appointed by the Board, are subject to election by shareholders at the first opportunity after their appointment and to re-election at least once every three years. Remuneration Committee Members of the Remuneration Committee (RC) during the financial year were: Chairman Dato’ Mohamed Azman bin Yahya Members Dato’ Zaharaah binti Shaari Keong Choon Keat Dato’ N Sadasivan A/L N N Pillay Membership of the RC comprises mainly Non-Executive Directors. The Committee is authorised to review, assess and recommend to the Board of Directors, with independent professional advice if necessary, the remuneration packages of the Directors in all forms. The remuneration of the Executive Director consists of a 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 fees and allowances that reflect their expected roles and responsibilities, including any additional work and contributions required.

Details of the total remuneration during the financial year disclosed by category are as follows: Basic Salary & Other Emoluments (RM) Benefits (RM) ‘000 ‘000 Executive Director Non-Executive Directors Total

897 565 1,462

1 1

Total (RM) ‘000 898 565 1,463

The remuneration of Directors on an individual basis, as suggested by the Code, is not disclosed, as the Board believes that this will not add significantly to the understanding and evaluation of the Group’s standards of corporate governance. Board Safety and Security Committee

The BSSC deliberated on a number of matters during the financial year, particularly 47 in regard to: • Best practices in aircraft maintenance • Human fatigue in airline operations • International aviation incident/accident reports • Enhancement of security measures and procedures • Occupational safety and health at the workplace Board Tender Committee As at the end of the financial year, the Board Tender Committee (BTC) comprised the following Members: Chairman Dato’ N Sadasivan A/L N N Pillay

The Board of Directors is always mindful that the safety and security of its operations are critical to the success of the Group’s business as well as its reputation. The establishment of the Board Safety and Security Committee (BSSC), who is empowered to address and resolve related issues, in 2002 reflects this concern.

Member Dato’ Gumuri bin Hussain (Alternate: Tengku Azmil Zahruddin bin Raja Abdul Aziz)

The Directors who served on the BSSC as at the end of the financial year were:

relevant Senior Management.

Other Members of the Committee included

Chairman Martin Gilbert Barrow Members Dato’ Md Nor bin Md Yusof (resigned on 31.3.04) Datu Haji Salleh bin Haji Sulaiman Other Members of the Committee included relevant Senior Management.

The Committee has the following functions: 1 To review the overall safety and security performance of the Group and outline strategies and specific actions to achieve the Group’s corporate safety objectives and targets 2 To review occurrence reports as well as trend analyses and ensure that corrective actions are taken in a timely manner 3 To monitor safety management processes in flight operations, engineering, security, cargo and ground operations, and ensure that these are in line with the Group’s quality standards 4 To encourage good communication between the various departments in regard to the above processes so that any problem areas are quickly highlighted and corrective actions taken 5 To ensure that contingency planning and crisis management procedures are in place.

The principal duties and responsibilities of the BTC are to ensure that the procurement process complies with relevant policies and requirements and to consider, evaluate and approve or recommend awards that are beneficial to the Group. In this regard, the Committee takes into consideration various factors such as price, usage of products and services, as well as their quantity. The BTC deliberates and approves any purchase with a value of between RM5 million to RM20 million. For purchases above 20 million, the BTC will evaluate and recommend to the Board.

Communication with Shareholders 48

As part of good corporate governance, the Board maintains an ongoing communication programme to ensure that shareholders are kept appropriately informed of developments within the Group. Investor Relations Immediately after the Group’s quarterly financial results are publicly announced, it is customary for briefings with analysts and the media to be held. The Managing Director and Senior Management are present at these briefings to clarify issues raised by the analysts and members of the media. It is also the Group’s practice to hold special briefings with analysts and the media in regard to any special development relating to the Group, after the necessary approvals have been obtained and, where applicable, the prescribed announcements to Bursa Malaysia Securities Berhad have been made. In addition, the Managing Director holds briefings with institutional investors as and when required. To develop a long-term relationship with shareholders and institutional investors, the Group has established an Investor Relations Department that resides in the Finance Division and reports directly to the Chief Financial Officer. The Department enables the maintenance of an open channel of communication between MAS and its shareholders and institutional investors. Towards this end, a dedicated e-mail address ([email protected]) has been set up, to which shareholders can direct their queries. Annual General Meeting (AGM) The AGM is the principal forum for dialogue with shareholders. Notice of the AGM and the Annual Report are sent out to shareholders at least 21 days before the date of the meeting. The Annual Report provides detailed and comprehensive information on the Group’s business and activities to help shareholders make informed decisions on their investment in MAS. Shareholders may also access the Group’s website (www.malaysiaairlines.com) for more information. During the AGM, the Board takes the opportunity to report on the progress and performance of the Group and respond to

questions raised by shareholders pertaining to the Group’s activities. In order that shareholders can gain full understanding and evaluate the issues involved, explanatory statements are provided to them on items of special business that may be included in the Notice of Meeting. At the AGM, shareholders have direct access to Board members who are on hand to answer their questions, either on a specific resolution or on the Company generally.

Accountability & Audit Financial Reporting The Board ensures that the Group’s quarterly reports to Bursa Malaysia Securities Berhad and the Annual Report to shareholders present a fair assessment of the Group’s position and prospects. The BAC assists the Board to scrutinise information for disclosure in such reports and the overall quality of the Group’s financial reporting. Statement of Directors’ Responsibility in Relation to the Financial Statements In the preparation of the Financial Statements as set out on pages 113 to 200 of this Annual Report, the Directors are of the view that: • The Group has used appropriate accounting policies that were consistently applied; • Reasonable and prudent judgements and estimates were made; • All applicable approved accounting standards in Malaysia have been followed. The Directors are responsible for ensuring that the Company maintains accounting records, which disclose with reasonable accuracy the financial position of the Company and the Group, and that the Financial Statements comply with the Companies Act 1965. The Statement of Directors pursuant to Section 169 of the Companies Act 1965 is set out on page 126 of this Annual Report. Internal Control The Board acknowledges its overall responsibility for maintaining a sound system of internal control to safeguard shareholders’ investment and the Group’s assets. The report on the Group’s internal control is presented in the Statement on Internal Control on pages 42 to 43 of this Annual Report.

Relationship with Auditor The Board maintains an appropriate relationship with the Group’s auditors through the BAC. The authority, role and responsibilities of the Committee are presented in the Audit Committee Report set out on pages 39 to 41 of this Annual Report. The Group has always maintained a close and transparent relationship with its auditors in seeking professional advice and ensuring compliance with the relevant accounting standards. This Statement is made in accordance with the resolution of the Board of Directors dated 14 June, 2004.

Additional Compliance Information The following information is provided in compliance with paragraph 9.25 of the Listing Requirements of Bursa Malaysia Securities Berhad: Imposition of Sanctions/Penalties There were no sanctions and/or penalties (that were made public) imposed on the Company and its subsidiaries, Directors or Management by the relevant regulatory bodies during the financial year.

3 Eight Supplemental Agreements dated 30 July 2002 between the Company and ABM to amend the terms of rental rate/formula stated in the Operating Lease Agreements between the aforesaid parties referred to in the paragraph above. 4 Several Agreements dated 30 July 2002 between the Company and Penerbangan Malaysia Berhad (PMB), such as the following: a Widespread Asset Unbundling (WAU) Agreement, which describes the general structure of the Agreement for Aircraft and Finance Agreements Unbundling, the Agreement for Domestic Business Unbundling, the Common Terms Agreement, the Governance Agreement and the Aircraft and Engines Purchase Agreement. b Agreement for Aircraft and Finance Agreements Unbundling, which sets out the terms and arrangements under which PMB and Malaysia Airlines must make payments to each other, in relation to the aircraft assets that are subject to finance leases, loan agreements or operating leases entered into by Malaysia Airlines (Encumbered Aircraft Assets) and certain payments which Malaysia Airlines receives in respect of its aircraft assets, and in relation to specifically identified liabilities of Malaysia Airlines that are unbundled. This Agreement provides PMB with an option to purchase the Encumbered Aircraft Assets becoming unencumbered to Malaysia Airlines, upon which such aircraft will be leased back to Malaysia Airlines on the same terms as the leaseback agreements for Unencumbered Aircraft Assets referred to under paragraph 4(d).

Save as disclosed below, there were no other material contracts entered into by the Company or its subsidiaries involving directors and major shareholders interests during the financial year:

c Agreement for Domestic Business Unbundling, which sets out the terms and arrangements under which Malaysia Airlines agrees to pay PMB the revenue generated from the Domestic Business and PMB agrees to pay Malaysia Airlines expenditure incurred by Malaysia Airlines in respect of the Domestic Business. Included in this Agreement are the details of the cost allocation of both variable and fixed costs/overheads of Malaysia Airlines to the Domestics Business, including costs of operating and managing the Domestic Business. This agreement also sets out the terms and arrangements under which Malaysia Airlines will operate the Domestic Business.

1 Supplemental Agreement dated 28 May 2002 between the Company and Aircraft Business Malaysia Sdn Bhd (ABM), a wholly-owned subsidiary of the Minister of Finance Incorporated, to amend certain clauses stated in the Master Aircraft Purchase Agreement dated 5 Februar y 2002 between the aforesaid parties.

d Aircraft and Engines Purchase Agreement, which sets out the terms and arrangements under which Malaysia Airlines agrees to sell and transfer title to 24 aircraft and 8 spare engines owned by Malaysia Airlines (Unencumbered Aircraft Assets) to PMB, in consideration of PMB’s obligation to pay Malaysia Airlines certain payments under the Agreement for Aircraft and Finance Agreements Unbundling. The signing of the leaseback agreements for the Unencumbered Aircraft Assets is a condition precedent to the Proposed WAU.

2 Eight Operating Lease Agreements, one of which is dated 6 June 2002 and seven of which are dated 28 May 2002, between the Company and ABM in relation to the lease of the eight aircraft for a lease period of not exceeding 12 years.

e Common Terms Agreement, which sets out the common terms, conditions and provisions that are incorporated by reference to each of the Agreement for Aircraft and Finance Agreements Unbundling, the Agreement for Domestic Business Unbundling, the Governance Agreement and the WAU Agreement. Included in this Agreement is a description of events of default that apply to the said agreements.

Material Contracts

49

50

f Governance Agreement, which constitutes an agreement between Malaysia Airlines, as the Asset Operator, and PMB, ABM and Assets Global Network Sdn Bhd, as the Asset Owners, to comply with the corporate and contractual governance code in relation to the conduct between Malaysia Airlines and the Assets Owners on matters referred to in the Agreement for Aircraft and Finance Agreements Unbundling, the Agreement for Domestic Business Unbundling, the Governance Agreement, the Aircraft and Engines Purchase Agreement and the WAU Agreement. 5 Supplemental Agreement dated 11 October 2002 between Malaysia Airlines and PMB to amend certain provisions of the Agreement for Aircraft and Finance Agreements Unbundling and the Agreement for Domestic Business Unbundling. 6 Supplemental Agreement dated 11 October 2002 between Malaysia Airlines and PMB to amend certain provisions of the Aircraft and Engines Purchase Agreement. 7 Conditional Share Sale Agreement dated 30 July 2002 between the Company and Gubahan Saujana Sdn Bhd, LSG Asia GmbH and Fahim Sdn Bhd for the proposed disposal of 54,600,000 ordinary shares of RM1.00 each and 700,000 redeemable preference shares of RM0.01 each to be issued, both aggregating 70% of the enlarged issued capital in MAS Catering Sdn Bhd, for a total cash consideration of RM175 million. 8 The Lease Agreement dated 6 November 2002 between Malaysia Airlines and PMB in relation to the lease of 24 aircraft sold by Malaysia Airlines to PMB under the Aircraft and Engines Purchase Agreement, for a period expiring on 30 September 2005 or such other later date agreed by the parties. 9 The Lease Agreement dated 6 November 2002 between Malaysia Airlines and PMB in relation to the lease of eight spare engines sold by Malaysia Airlines to PMB under the Aircraft and Engines Purchase Agreement, for a period expiring on 30 September 2005 or such other later date agreed by the parties.

10 The Lease Agreement dated 12 November 2002 between Malaysia Airlines and PMB in relation to the lease of one aircraft sold by Malaysia Airlines to PMB pursuant to the Agreement for Aircraft and Finance Agreements Unbundling referred to in paragraph 4(b), for a period expiring on 30 September 2005 or such other later date agreed by the parties. 11 The Lease Agreement dated 20 November 2002 between Malaysia Airlines and PMB in relation to the lease of one aircraft sold by Malaysia Airlines to PMB pursuant to the Agreement for Aircraft and Finance Agreements Unbundling referred to in paragraph 4(b), for a period expiring on 30 September 2005 or such other later date agreed by the parties. 12 The Lease Agreement dated 3 December 2002 between Malaysia Airlines and PMB in relation to the lease of one aircraft sold by Malaysia Airlines to PMB pursuant to the Agreement for Aircraft and Finance Agreements Unbundling referred to in paragraph 4(b), for a period expiring on 30 September 2005 or such other later date agreed by the parties. 13 The Lease Agreement dated 13 December 2002 between Malaysia Airlines and PMB in relation to the lease of one aircraft sold by Malaysia Airlines to PMB pursuant to the Agreement for Aircraft and Finance Agreements Unbundling referred to in paragraph 4(b), for a period expiring on 30 September 2005 or such other later date agreed by the parties. 14 The Lease Agreement dated 20 December 2002 between Malaysia Airlines and PMB in relation to the lease of one aircraft sold by Malaysia Airlines to PMB pursuant to the Agreement for Aircraft and Finance Agreements Unbundling referred to in paragraph 4(b), for a period expiring on 30 September 2005 or such other later date agreed by the parties. 15 The Lease Agreement dated 8 January 2003 between Malaysia Airlines and PMB in relation to the lease of one aircraft sold by Malaysia Airlines to PMB pursuant to the Agreement for Aircraft and Finance Agreements Unbundling referred to in paragraph 4(b), for a period expiring on 30 September 2005 or such other later date agreed by the parties.

16 The Lease Agreement dated 24 January 2003 between Malaysia Airlines and PMB in relation to the lease of one aircraft sold by Malaysia Airlines to PMB pursuant to the Agreement for Aircraft and Finance Agreements Unbundling referred to in paragraph 4(b), for a period expiring on 30 September 2005 or such other later date agreed by the parties. 17 Reimbursement Agreement (in respect of KLIA Buildings) dated 26 March 2003 between Malaysia Airlines and Assets Global Network Sdn Bhd (AGN), a wholly-owned subsidiary of the Minister of Finance Incorporated, in relation to the reimbursement of RM1,010,600,000.00 by AGN to Malaysia Airlines in respect of the Buildings and Infrastructure erected by Malaysia Airlines in KLIA.

Non-Audit Fees 51

The amount of non-audit fees paid and payable to the external auditors by the Group for the financial year ended 31 March 2004 is RM753,000.00. Revaluation Policy on Landed Properties The revaluation of landed properties will only be undertaken by the Company upon the approval of the Board of Directors of the Company or should there be an intended sale or should the market values be materially changed. Profit Guarantee The Company did not give any profit guarantee during the financial year. Share Buyback

18 Sub-Lease Agreement (in respect of KLIA Buildings) dated 26 March 2003 between Malaysia Airlines and AGN in relation to the sub-lease of the land and the buildings and infrastructure as therein defined for 57 years at a yearly rent payable by Malaysia Airlines to AGN in accordance with the Rent Schedule appended to the Sub-Lease Agreement. 19 Reimbursement Agreement (in respect of Subang Lands) dated 26 March 2003 between the Company and AGN in relation to the reimbursement of RM233,000,000.00 by AGN to Malaysia Airlines in respect of the Buildings and Infrastructure erected by Malaysia Airlines on Subang Lands. This Agreement has been executed but completion is subject to approval of the Application for Surrender and Re-alienation of the lands into four separate portions or units with separate documents of title. The approval of the Application for Surrender and Re-alienation has not been obtained within the Extended Approval Period. Utilisation of Proceeds from Redeemable Convertible Preference Shares The proceeds raised from the Redeemable Convertible Preference Shares issued in Financial Year ended 2002 have been fully utilised as at Financial Year ended 2003.

There was no share buyback during the financial year. American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme (as at 31 March 2003) The Company did not sponsor any ADR or GDR programme during the financial year.

CORPORA TE PRO FILE 52

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Thirty-Third Annual General Meeting of Malaysian Airline System Berhad

will be held at Nirwana Ballroom 1, Lower

Lobby, Mutiara Hotel Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur on Monday, 13 September 2004, at 10.00 am for the following purposes:

Agenda As Ordinary Business 1 To receive and adopt the Report of the Directors and the Audited Accounts for the financial year ended 31 March 2004 together with the Report of the Auditors thereon

Resolution 1

2 To approve the declaration of a final tax-exempt dividend of 2.5 sen per share in respect of the year ended 31 March 2004

Resolution 2

3 To approve the Directors’ fees for the financial year ended 31 March 2004

Resolution 3

4 To re-elect the following Directors retiring under Article 139 of the Company’s Articles of Association, and who, being eligible, offer themselves for re-election: i Keong Choon Keat ii Martin Gilbert Barrow

Resolution 4 Resolution 5

5 To re-elect the following Directors retiring under Article 137 of the Company’s Articles of Association, and who, being eligible, offer themselves for re-election: i ii iii iv

Datuk Amar Haji Abdul Aziz bin Haji Hussain Datuk Haji S Abdillah @ Abdullah bin Hassan @ S Hassan Dato’ Ahmad Fuaad bin Mohd Dahalan Dato’ Dr Mohamed Munir bin Abdul Majid

Resolution 6 Resolution 7 Resolution 8 Resolution 9

,

53

6 To re-appoint Messrs. Ernst & Young as Auditors and to authorise the Directors to fix their remuneration

Resolution 10

As Special Business 7 To consider and if thought fit to pass the following Ordinary Resolution: Authority to Allot and Issue Shares “THAT subject to the Companies Act, 1965 (the Act), the Articles of Association of the Company, approval from Bursa Malaysia Securities Berhad and other government or regulatory bodies, where such approval is necessary, full authority be and is hereby given to the Board of Directors, pursuant to Section 132D of the Act, to issue shares in the capital of the Company at any time upon such terms and conditions and for such purposes as the Directors may in their discretion deem fit, provided always that the aggregate number of shares to be issued shall not exceed 10% of the issued share capital of the Company and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company” 8 To transact any other ordinary business for which due notice has been given

Notice of Book Closure for Payment of Dividends Subject to the approval of shareholders at the Thirty-Third Annual General Meeting, a final tax-exempt dividend of 2.5 sen per share in respect of the year ended 31 March 2004 will be paid on 12 October 2004 to shareholders whose names appear on the Register of Members and the Record of Depositors at the close of business on 30 September 2004

Resolution 11

Resolution 12

54

NOTICE IS HEREBY GIVEN that the Share Transfer Books, the Register of Members and the Record of Depositors of the Company will be closed from 1 October 2004 to 4 October 2004 (both dates inclusive) to determine shareholders’ entitlements to the dividend payment A Depositor shall qualify for entitlement only in respect of: a shares deposited into the Depositor’s Securities Account before 12.30pm on 24 September 2004 (in respect of shares which are exempted from mandatory deposit); b shares transferred into the Depositor’s Securities Account before 4.00pm on 30 September 2004 (in respect of ordinary transfers); c shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad

Explanatory Note on Item 7 of the Agenda Resolution pursuant to Section 132D, Companies Act, 1965 The Ordinary Resolution proposed under item 7 of the Agenda, if passed, will empower the Directors to issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company, subject to compliance with the relevant regulatory requirements. The approval is sought to avoid any delay and cost in convening a general meeting for such issuance of shares. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting. Notes 1 A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy/proxies to attend and vote in his stead. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 2 In the case of a corporate member, the instrument appointing a proxy shall be under its Common Seal or under the hand of its officers or attorney, duly authorised in that behalf.

By Order of the Board

Rizani bin Hassan LS 05125 Company Secretary 20 August 2004 Kuala Lumpur

3 A holder may appoint more than two proxies to attend the Meeting. Where a member appoints two or more proxies, he shall specify the proportion of his shareholding to be represented by each proxy 4 The right of foreigners to vote in respect of their deposited securities is subject to Section 41 (1) (e) and Section 41 (2) of the Securities Industry (Central Depositories) Act, 1991 and the Securities Industry (Central Depositories) (Foreign Ownership) Regulations, 1996. The position of such Depositors in this regard will be determined based on the General Meeting Record of Depositors. Such Depositors whose shares exceed the Company’s foreign shareholding limit of 45% as at the date of the General Meeting Record of Depositors may attend the above Meeting but are not entitled to vote. Consequently, a proxy appointed by such Depositor who is not entitled to vote will also not be entitled to vote at the above Meeting. 5 The instrument appointing a proxy must be deposited at Symphony Share Registrars Sdn Bhd, Level 26, Menara Multi-Purpose, Capital Square, No. 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur , not less than 48 hours before the time for holding the Meeting or at any adjournment thereof. 6 Shareholders’ attention is hereby drawn to the Listing Requirements of Bursa Malaysia Securities Berhad, which allows a member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, to appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

CORPORA TE PROFILE 55

S TAT E M E N T A C C O M PA N Y I N G T H E

NOTICE OF ANNUAL GENERAL MEETING

Directors standing for re-election at the 33rd Annual General Meeting of the Company to be held at Nirwana Ballroom 1, Lower Lobby, Mutiara Hotel Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur, on Monday, 13 September 2004, at 10.00 am are as follows: Name of Director

Details of Attendance of Board Meetings

Details of Individual Directors & other Disclosure Requirements

Keong Choon Keat Article 139 of the Company’s Articles of Association

11/11

Refer to page 25 of Annual Report

Martin Gilbert Barrow Article 139 of the Company’s Articles of Association

9/11

Refer to page 22 of Annual Report

Datuk Amar Haji Abdul Aziz bin Haji Hussain Article 137 of the Company’s Articles of Association

2/2

Refer to page 22 of Annual Report

Datuk Haji S Abdillah @ Abdullah bin Hassan @ S Hassan Article 137 of the Company’s Articles of Association

7/11

Refer to page 23 of Annual Report

Dato’ Ahmad Fuaad bin Mohd Dahalan Article 137 of the Company’s Articles of Association

Not applicable*

Refer to page 21 of Annual Report

Dato’ Dr Mohamed Munir bin Abdul Majid Article 137 of the Company’s Articles of Association

Not applicable*

Refer to page 20 of Annual Report

*Dato’ Ahmad Fuaad bin Mohd Dahalan and Dato’ Dr Mohamed Munir bin Abdul Majid were appointed after the financial year ended 31 March 2004.

General Meeting held during the financial year ended 31 March 2004 32nd Annual General Meeting Date

8 September 2003

Time 10.00 am Venue Nirwana Ballroom 1, Lower Lobby Mutiara Hotel Kuala Lumpur Jalan Sultan Ismail 50250 Kuala Lumpur

LIVING THE BRAND