Cover - Pg 14 - Berjaya Corporation Berhad

Berjaya Sports Toto Berhad (9109-K)Annual Report 20053Profiles of Board of DirectorsTAN SRI DATO’ THONG YAW HONG75 years of age, MalaysianChairman (Independent/Non-Executive)TAN SRI DATO’ SERI VINCENT TAN CHEE YIOUN53 years of age, MalaysianChief Executive Officer (Non-Independent)He was appointed to the Board on 18 October 2001 as theChairman. He graduated with a Bachelor of Arts (Hons)degree in Economics from University of Malaya, a Master’sdegree in Public Administration from Harvard University, aswell as Advanced Management Program from HarvardBusiness School. In June 1998, he was appointed a Pro-Chancellor of Universiti Putra Malaysia.He had a distinguished career with the Government ofMalaysia, primarily in the fields of socio-economicdevelopment, planning and finance. He served in the EconomicPlanning Unit in the Prime Minister’s Department since 1957and became its Director-General from 1971 to 1978. From1979 until his retirement in 1986, he served as the Secretary-General of the Ministry of Finance. He was responsible forsetting up Sports Toto Malaysia Sdn Bhd in 1969 under thedirection of the Government when he was overall in chargeof the Economic Planning Unit in the Prime Minister’sDepartment.He holds directorships in several public listed companiesnamely, Berjaya Land Berhad, Batu Kawan Berhad, GlenealyPlantations (Malaya) Berhad, HHB Holdings Berhad, KualaLumpur Kepong Berhad, Malaysia Mining Corporation Berhadand Public Bank Berhad. He is also a Director in BerjayaGeneral Insurance Berhad, KTM Berhad, Malaysian South-South Corporation Berhad, Public Merchant Bank Berhad andseveral other private companies including Sports TotoMalaysia Sdn Bhd. He also serves as a member on the Boardsof Trustees of Program Pertukaran Fellowship Perdana MenteriMalaysia, Tun Razak Foundation and the Malaysian Instituteof Economic Research, among others. He is also a memberof the Working Group of the Executive Director for the NationalEconomic Action Council.He was appointed to the Board on 1 September 1994 as Chairmanand Chief Executive Officer (“CEO”) and subsequently,relinquished his position as Chairman on 18 October 2001. He isa businessman and entrepreneur with varied interests in propertydevelopment, telecommunications, gaming, stockbroking,manufacturing, trading, hospitality, Internet-related businesses,utilities, media, insurance and education through various publicand private companies namely, the Berjaya Group of Companies,Intan Utilities Berhad, DiGi.Com Berhad, Nexnews Berhad,Berjaya Times Square Sdn Bhd, Bukit Tinggi Resort Berhad,MOL.com Berhad, MiTV Corporation Sdn Bhd and Golden ArchesRestaurant Sdn Bhd, the local franchisee of the McDonald’s fastfood chain of restaurants.He is currently the Chairman and CEO of Berjaya Group Berhad,Chairman of Nexnews Berhad and Informatics Holdings Ltd,Singapore and the Managing Director of Sports Toto MalaysiaSdn Bhd. He also holds directorships in Berjaya Vacation ClubBerhad, Bukit Tinggi Resort Berhad, KDE Recreation Berhad,Berjaya Golf Resort Berhad, Bukit Kiara Resort Berhad as wellas several other private limited companies including Sun MediaCorporation Sdn Bhd.Tan Sri Dato’ Seri Vincent Tan Chee Yioun is a member of theRemuneration Committee of the Company.His son, Dato’ Robin Tan Yeong Ching is also a member ofthe Board.Tan Sri Dato’ Thong Yaw Hong is the Chairman of theRemuneration Committee and a member of the NominationCommittee of the Company.

Berjaya Sports Toto Berhad (9109-K)4Annual Report 2005Profiles of Board of DirectorsNG FOO LEONG54 years of age, Malaysian(Non-Independent/Executive Director)DATO’ ROBIN TAN YEONG CHING31 years of age, Malaysian(Non-Independent/Executive Director)He was appointed to the Board on 1 September 1994 as anExecutive Director. He is a member of the Malaysian Instituteof Certified Public Accountants and Malaysian Institute ofAccountants. Prior to joining Sports Toto Malaysia Sdn Bhd(“STMSB”) in 1985, he worked in a public accountants firm,Messrs Azman Wong Salleh from 1970 to 1978 and in amajor multinational corporation, Malaysia Vegetable OilRefinery Sdn Bhd from 1978 to 1985.Currently, he is also an Executive Director of STMSB andChairman/President of Prime Gaming Philippines Inc. andChairman of Philippines Gaming Management Corporation.He also holds directorships in International Lottery & TotalizatorSystems, Inc. (USA) and several other private limitedcompanies in the Berjaya Group of Companies.He was appointed to the Board on 21 February 1998 as anExecutive Director. He graduated with a Bachelor of SocialScience Degree in Accounting/Law from the University ofSouthampton, United Kingdom in 1995. He joined Berjaya GroupBerhad in 1995 as an executive and subsequently became theGeneral Manager of Corporate Affairs in 1997. Currently, he isthe Chairman of MOL.com Berhad, Chief Executive Officer ofBerjaya Land Berhad and an Executive Director of Sports TotoMalaysia Sdn Bhd. He also holds directorships in Bukit TinggiResort Berhad, Qinetics Solutions Berhad and several otherprivate limited companies.His father, Tan Sri Dato’ Seri Vincent Tan Chee Yioun is also amember of the Board.

Berjaya Sports Toto Berhad (9109-K)Annual Report 20055DATUK ROBERT YONG KUEN LOKE53 years of age, Malaysian(Non-Independent/Executive Director)CHAN KIEN SING49 years of age, Malaysian(Non-Independent/Executive Director)He was appointed to the Board on 1 December 1992. He is afellow member of The Institute of Chartered Accountants(England and Wales), and a member of Malaysian Institute ofAccountants and Institute of Certified Public Accountants ofSingapore. He is also a Council Member of the MalaysianInstitute of Certified Public Accountants. He has many yearsof working experience in the fields of accounting, audit,treasury and financial management. He started his career inLondon in 1973 and worked for more than five years inchartered accounting firms in London including two yearswith Moore Stephens & Co. Subsequently, he served as anAudit Manager with Price Waterhouse, Singapore from 1979to 1982. Prior to joining the Berjaya Group of Companies in1987, he served as Group Finance Manager in UMW HoldingsBerhad and Group Treasurer in Edaran Otomobil NasionalBhd.Currently, he is an Executive Director of Berjaya GroupBerhad and Berjaya Land Berhad. He is also a Director ofCosway Corporation Berhad, Berjaya Capital Berhad andMatrix International Berhad. He also holds directorships inBerjaya Golf Resort Berhad and several other private limitedcompanies.He was appointed to the Board on 1 December 1992. He is amember of The Malaysian Institute of Certified Public Accountantsand Malaysian Institute of Accountants. Having articled withMessrs Peat Marwick Mitchell (now known as KPMG) from 1975to 1981, he subsequently joined Arab-Malaysian Merchant BankBerhad (now known as AmMerchant Bank Berhad) specialisingin corporate finance until 1989 when he joined Berjaya GroupBerhad as General Manager, Investments.Currently, he is the Chief Executive Officer of Berjaya CapitalBerhad and an Executive Director of Berjaya Group Berhad. Heis the Chairman of Matrix International Berhad and BerjayaHoldings (HK) Limited. He is also a Director of Intan UtilitiesBerhad, Berjaya Vacation Club Berhad and International Lottery& Totalizator Systems, Inc. (USA) and an alternate Director inNexnews Berhad. He also holds directorships in several otherprivate limited companies.Datuk Robert Yong Kuen Loke is a member of the AuditCommittee of the Company.

Berjaya Sports Toto Berhad (9109-K)6Annual Report 2005Profiles of Board of DirectorsFREDDIE PANG HOCK CHENG50 years of age, Malaysian(Non-Independent/Executive Director)TAN SRI DATO’ JAFFAR BIN ABDUL73 years of age, Malaysian(Independent/Non-Executive)He was appointed to the Board on 1 December 1992. Heworked with Messrs Ernst & Young for seven years until1982 during which he qualified for entry as a member of theMalaysian Institute of Certified Public Accountants. He is alsoa member of the Malaysian Institute of Accountants. In thesame year, he joined the Corporate Advisory Department ofMalaysian International Merchant Bankers Berhad where hewas actively involved in a wide variety of corporate exercisesin an advisory capacity until his departure in 1990 to joinBerjaya Group Berhad.He is currently an Executive Director of Berjaya GroupBerhad, a Director of Nexnews Berhad, MOL.com Berhad,Dunham-Bush (Malaysia) Bhd, Intan Utilities Berhad,Informatics Holdings Ltd, Singapore, Berjaya Vacation ClubBerhad and several other private limited companies.He was appointed to the Board on 28 August 1997 as anIndependent Non-Executive Director. He joined the Police Forcein 1951 and rose to become Director of the Anti-Narcotic Branch,Federal Police Headquarters in 1982. From 1982 to 1984, hewas the Chief Police Officer in Johor and between 1984 to 1985,he was the Director of Management, Police Headquarters in BukitAman. He was also the Deputy Inspector General of the RoyalMalaysian Police since 1985 before retiring from the civil servicein May 1989.He is currently the Chairman of Cosway Corporation Berhad,Mycom Berhad and Yinson Holdings Berhad. He is also a Directorin Olympia Industries Berhad, Silverstone Corporation Berhad,Amalgamated Containers Berhad and several other private limitedcompanies.Tan Sri Dato’ Jaffar Bin Abdul is the Chairman of the AuditCommittee, Nomination Committee and a member of theRemuneration Committee of the Company.

Berjaya Sports Toto Berhad (9109-K)Annual Report 20057MOHAMED SALEH BIN GOMU55 years of age, Malaysian(Independent/Non-Executive)He was appointed to the Board on 22 December 1999 as anIndependent Non-Executive Director. He joined Polis DiRajaMalaysia (“PDRM”) as an Inspector in June 1970 and left forEngland to further his studies in 1981. He graduated with a Bachelorof Laws (Hons) Degree in 1982 and obtained a Certificate inLegal Practice in 1984. Upon graduation, he continued to servePDRM in various capacities including as a Staff Officer in theSpecial Branch, Officer-in-charge of Prosecution (Lower Courts)Kuala Lumpur and Officer-in-charge of Brickfields Police District.Before his optional retirement in June 1992, he was Head of theINTERPOL/National Central Bureau Secretariat. Soon after hisretirement, he went into private legal practice. Currently, he isalso a Director in Kumpulan Emas Berhad.Mohamed Saleh Bin Gomu is a member of the Audit Committeeand Nomination Committee of the Company.Save as disclosed, none of the Directors have:-1. any family relationship with any Director and/or major shareholder of the Company;2. any conflict of interest with the Company; and3. any convictions for offences within the past 10 years other than traffic offences.

Berjaya Sports Toto Berhad (9109-K)8Annual Report 2005Chairman’s StatementOn behalf of theBoard of Directors,I am pleased topresent theAnnual Report andFinancial Statementsfor the financialyear ended30 April 2005.FINANCIAL RESULTSFor the financial year under review, theGroup registered a revenue of RM2.67billion, representing an increase of 7.7%compared to RM2.48 billion in the previousfinancial year. The increase in revenue wasdue to its principal subsidiary company,Sports Toto Malaysia Sdn Bhd (“SportsToto”) having four additional drawscompared to the previous year as well asimprovement in sales of the 4-Digit game.Group pre-tax profit rose by 11.3% fromRM437.99 million in the previous year toRM487.50 million mainly due to a lowerprize payout in the financial year underreview.

Berjaya Sports Toto Berhad (9109-K)Annual Report 20059DIVIDENDThe Board had declared and paid fourinterim dividends for the financial yearended 30 April 2005. The first interimdividend of RM0.10 per share less 28%income tax was paid on 15 October 2004,the second interim dividend of RM0.08per share less 28% income tax on13 January 2005, the third interimdividend of RM0.16 per share less 28%income tax on 5 April 2005 and the fourthinterim dividend of RM0.11 per shareless 28% income tax was paid on1 June 2005. The total dividenddistribution per share in respect of thefinancial year ended 30 April 2005 wasRM0.45 per share less 28% income taxor a total net dividend of approximatelyRM343.4 milllion representing about104.7% of the attributable profits for theyear. (2004: RM0.28 per share less 28%income tax or a total dividend amountingto RM193.3 million). The dividenddistribution is consistent with theCompany’s current dividend policy ofdistributing at least 75% of its annual netearnings to shareholders. The Companywill maintain the 75% payment policysubject to factors such as availability ofdistributable reserves and tax credits tofrank the dividends and the Company’scash flow requirements.12CORPORATE DEVELOPMENTS1. On 7 March 2005, the Companyannounced its proposal to undertakea scheme of capital distributionamounting to RM0.50 per share incash to all its shareholders. Thecapital distribution will be carried outvia a reduction of the Company’sshare capital pursuant to Section 64of the Companies Act, 1965 whichwill result in the reduction of the parvalue of the ordinary shares fromRM1.00 to RM0.50. The Companywill be distributing cash of up toRM633.50 million based on itsanticipated fully diluted share capitalof 1.267 billion ordinary shares ofRM1.00 each with voting rights. TheBoard has accepted the offer of a5-year syndicated term loanarranged by the Bank of Nova Scotiaamounting to RM600 million toenable the Company to implementthe capital distribution scheme. Thebalance of RM33.50 million ifnecessary, will come from internallygenerated funds. The scheme hasbeen approved by the Company’sshareholders and consented by theCompany’s ICULS holders at an1. A Sports Toto outlet.2. A Sports Toto on-line sales terminal.Extraordinary General Meeting andICULS Holders’ Meeting respectivelyconvened on 8 June 2005. Thescheme is currently pendingcompletion.2. On 9 March 2005, the Companyannounced that its subsidiary,Berjaya Lottery Management (HK)Limited (“BLM”) had implementedthe proposed rights issue of HKD500million of HKD1.00 each (equivalentto approximately RM243.625million). The Company via its whollyownedsubsidiary, Berjaya SportsToto (Cayman) Limited (“BSTC”)had subscribed for its entitlementof HKD257.5 million ordinaryshares of HKD1.00 each (equivalentto RM125.467 million). Thesubscription of the rights issue byBSTC was settled by way ofcapitalisation of advances fromBSTC to BLM. Upon the completion

Berjaya Sports Toto Berhad (9109-K)14Annual Report 2005Chairman’s StatementA new variant of the 4-Digit game called i-PERMSports Toto Malaysia continued toorganize charitable activities aimed athelping the poor and the needy. Morethan 14,000 needy old folk aged 60 yearsand above have benefited from theannual Sports Toto Chinese New YearAng Pow Donation campaign. Orphanswere invited to the Berbuka Puasagathering during the month of Ramadan.Festive gatherings were also organizedduring celebrations of Hari Raya andDeepavali, where participants were givenfood, gifts and “Ang Pows”.FUTURE PROSPECTSThe operating environment for legalisednumber forecast operators in Malaysiais highly regulated as they operate undercertain laid down policies and guidelinesissued by the relevant Ministry. In spiteof the regulatory framework, the potentialfor growth remains strong as the industryis closely linked to consumer spendingpatterns and sentiments. As a result, apick up in discretionary consumerspending will drive the sector forward.The increasing crackdown on illegalnumber forecast operators by theauthorities augurs well for the industrywhich views the illegal market as its maincompetitor.With its extensive network ofoutlets throughout the countryand the broad variety of gamesoffered, opportunities exist forSports Toto Malaysia to achievefurther market penetration andtap the industry’s revenuegrowth potential. Towards thisend and after the successfulconversion to the new on-linesystem, the company is nowplanning to introduce a variationto the 4-Digit game whichenables customers to coverall possible permutations ofa single set of numbers fora minimum bet of RM1. Thisvariation of the game calledi-PERM, is targeted to belaunched in the second quarterof the current financial year. AnAccount Betting System whichwill provide additional channelsfor betting to be made throughfixed phones, mobile phonesand the internet is also plannedto be introduced. The AccountBetting System is subject to the approvalof the relevant government authority.In the Philippines, ongoing efforts tointroduce additional new games andincrease the frequency of draws willincrease PGMC’s revenue.APPRECIATIONOn behalf of the Board, I would like toexpress my appreciation to themanagement, employees and agents fortheir commitment and dedication in theirwork and to all our customers,shareholders, business associates,financiers and the governmentauthorities for their co-operation andsupport.I would also like to thank my fellowcolleagues on the Board for their activeparticipation in the Board and guidancein the past year, and look forward to theircontinued support in the future.Tan Sri Dato’ Thong Yaw HongChairman26 August 2005