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Annual Report 2002Financial Year Ended 28 February, 2002
JAYA JUSCO STORES BHD (126926-H)(Incorporated in Malaysia)
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11 Board of Directors
12 - 16 Director’s Profile
17 - 19 Chairman’s Statement
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25 - 30 Statement of Corporate Governance
31 - 33 Terms of Reference of Audit Committee
34 - 35 The Audit Committee
36 - 37 Statement of Internal Control
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With All Our Hearts
Introduction
AEON’s Corporate Commitment
Corporate Information/Financial Calendar
JAYA JUSCO Stores Bhd Share Price
Five Years Financial Highlights
Retail Operations
Shopping Center Operations/Human Resource
Corporate Citizenship/Prospects And Competition
Information Technology
Directors’ Report
Balance Sheet
Income Statement
Statement of Changes In Equity
Cash Flow Statements
Notes To The Financial Statements
Statement by Directors
Statutory Declaration
Report Of The Auditors
Analysis of Shareholdings
List of 30 Largest Shareholders
Particulars of Properties
Jaya Jusco Directory
Highlights of the Year
Milestones
Notice of Annual General Meeting
Notice of Dividend Payment
Statement AccompanyingNotice of Annual General Meeting
Proxy Form
Corporate Governance
Financial Statements
Others
Review of Operations
Other Information
“ W i t h A l l O u r H e a r t s ”- r e t a i l i n g w i t h a h e a r t f o r u n d e r p r i v i l e g e d c h i l d r e n
The concept of “With All Our Hearts” wasfirst mooted by JUSCO’s top managementin 1999. Initially, the idea was to organizea major one-off event for charity thatwould complement the global Millenniumcelebrations. However, due to comprehensivepreparations for the Y2K bug, the project wasdeferred till the following year.
To usher in the millennium year 2001, theevent was aptly named “With All Our Hearts- The 21st Century Charity Countdown”.1-Utama Shopping Center, the home of ourflagship JUSCO Bandar Utama store, waslogically chosen as the official venue, asit was large enough to host this event, had afamily-oriented image and was strategicallylocated.
The highlight of the event was a 36-hournon-stop shopping spree at JUSCO BandarUtama, from which JUSCO pledged 21% ofthe entire 36-hour retail sales turnover to fivedeserving charities.
Throughout the entire 36 hours, a non-stopflow of exciting activities was held forthe whole family. These included celebrityappearances and performances, live bands,cultural performances, fashion shows,
cooking demonstrations,fun contests, auctionsand many children’sactivities, as well as ablood donation drive bythe Red Crescent Society.Thousands of generousMalaysians chose towelcome the newmillennium at this veryspecial charity affair. In
addition to the 21% pledge, direct donationsfrom the public, proceeds from the auctions
and RM1 from every J Card Member’srenewal fee were donated to the charity. Allin all, over RM750,000 was raised.
As a result of the tremendous success ofthis event, we decided to turn the “WithAll Our Hearts” concept into a permanent
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Charity Fund supported by on-goingactivities. More importantly, we wantedto focus our efforts on raising funds forsome of the less fortunate members of oursociety - the underprivileged children andyouths around us, who are in need of bettereducation, better living environment andmedical assistance, as well as developingactivity centers and organizing activitiesto help them develop their potential for thefuture.
JUSCO’s 17th Anniversary Celebrations,themed “JUSCO Fest”, was considered themost appropriate time to launch the new“With All Our Hearts” Charity Fund.
At the official launch of the WAOH CharityFund and JUSCO Fest, Malaysia’s most
popular singer, Cik Siti Nurhaliza was invitedto perform and sing the WAOH Theme Song.
It was then decided that Siti, who has aclean, wholesome, family-oriented image,would be our ambassador for the WAOHCharity Fund. As the ambassador of theCharity Fund, she would be helping usto bring the public’s attention to theunderprivileged children and youths in ourown society, and to create greaterawareness of the WAOH Charity Fund.
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To enable us to further focus on ourmission, the purpose of the “With All OurHearts” Charity Fund has been summarisedin our Mission Statement as follows:
“Our Mission is to be continuouslyinvolved in fund-raising activities andevents for the benefit of Malaysianchildren and youth up to the age of 21;
In order to be able to provide financialaid to those with the greatest needs,in education, living environment, ormedical assistance; and to provideactivity-based resources that will helpguide them away from today’s social ills;
So that all our young Malaysians willhave the opportunity to discovertheir self-worth and develop to theirfullest potential, and that they maylive fuller, more meaningful lives forthe betterment of our society.”
We believe that, while all these seem soambitious, it is not an insurmountabletask, especially with the full support ofits loyal and generous customers andbusiness associates.
I n t r o d u c t i o n
JAYA JUSCO STORES BHD. is a leadingretailer in Malaysia with a total revenue ofRM1.2 billion.
THE COMPANY WAS INCORPORATED ON15 SEPTEMBER 1984. JAYA JUSCO was setup in response to the Malaysian Government’sinvitation to Jusco Japan to help modernizethe retailing industry in Malaysia. The“JUSCO” name today is well establishedamong Malaysians as well as foreigners,especially due to its association with theinternational AEON Group of Japan.
JUSCO has established itself as a leadingchain of superstores. JUSCO’s constant interiorredecoration of outlets, to project an imagedesigned to satisfy the ever changing needsand demands of consumers, is clear evidenceof this. The Company’s performance has beenfurther enhanced by the management’s acuteunderstanding of targeted market needs andthe provision of a correct product-mix.
JUSCO’s outlets are mostly situated insuburban residential areas, catering to thevast middle income group.
The AEON Group, of which JUSCO Co. Ltd. isthe core company, consists of generalmerchandise stores, supermarkets, discountstores, home centers, speciality stores andconvenience stores. The Group is also involvedin financial services, restaurant operationsand shopping center development. The Group’sactivities, which are primarily related to theretail industry are not limited to Japan, butcover a broad geographical area worldwide. Thename AEON comes from a Latin word whichmeans “eternity”, symbolizes the Group’s desireto sustain continued growth as a sound businessgroup into the 21st century and beyond. On21 August 2001, JUSCO Co. Ltd. changed itsname to AEON Co. Ltd.
Our Principle, regardless of how the times mayhave changed, is to serve the “Customer First”.We are always mindful of the three keywordswhich make up the essence and character ofthe retail industry and must be considered in anydevelopment: “peace”, “people” and ”community”.Ours is a person-to-person business and ourexistence is deeply intertwined with the peopleof the regions and societies in which we serve.These precepts remain the same whereverwe do business, where we act as a contributingmember of the local community.
Our Goal is to operate as an “international-scale retailing group”, recognized for excellencenot only in Japan, but also in other nations. Theinternational recognition we are working toachieve is not one which can be measuredmerely in quantifiable terms of size, growth andprofitability. We hope to be competitive atthe global level in intangible aspects such ascustomer satisfaction and corporate citizenship.We are dedicated to the idea of “qualitymanagement” to further enhance our capabilities.
Our Strategy is to establish a solid competitiveposition and achieve continuous growth. Twokey components underlying this strategy are:• Accelerating Shopping Center Development.
We are channeling our resources towardsdeveloping attractive, integrated commercialfacilities which our customers can fully enjoy,such as regional shopping centers andneighborhood shopping centers. This segmentalso involves leasing shopping space andfacilities to tenants.
• Aggressive Pursuit of GMS Stores. OurGeneral Merchandise Stores (GMS), whichcombine supermarkets and departmentalstores under one roof, operate as full-lineretailers. Products offered range from foodand other daily necessities, apparel andhousehold goods (including bedding andbathroom products) to specialized productssuch as home appliances, sporting goods andcosmetics.
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A E O N ’s C o r p o r a t e C o m m i t m e n t
At AEON, our approach is open and dynamic.
To achieve our mission, we must be in touchwith people’s aspirations. This means not onlybe constantly attuned to our customers’wishes, but also being guided by our owninnermost values. Approaching every occasionwith open minds and hearts, we must do ourutmost to create a future of limitless promisefrom the materials of everyday life.
At AEON, we are concerned with life as a whole.
The word “life” stands both for the essentialquality common to all living things and for anindividual’s way of living. It suggests bothenvironmental stewardship and economicgrowth, spiritual fulfillment and materialaffluence. And indeed, these facets of “life” arenot separate, but should be integral parts of awhole. As member of the retail industry, we atAEON are concerned with the daily life of eachone of our customers, and by this we mean “life”in the fullest possible sense. To enhance people’slives as only AEON can : that is our raison d’-etre.
MORE ABOUT AEON’S CORPORATECOMMITMENT
“AEON” : a future of limitless promise.
The word “aeon” has its origins in a Latin rootmeaning “eternity”. For us here at AEON, theword is imbued with a deep sense of purpose.As we renew our corporate identity for thetwenty-first century, we define our mission as“creating a future of limitless promise.”
On 21 August 2001 in line with its objectiveof transforming itself moving towards the21st century, JUSCO Co. Ltd. has changedits name to AEON Co. Ltd.. However, its corephilosophies of customer first, respectingpeople and contributing to the globalsociety remain unchanged. For the future,AEON Co. Ltd. further declares its corporatecommitment to create a future of limitlesspromise.
As we enter a new era, we at AEON reaffirmour basic principles.
The starting point of our philosophy is thecustomer. At AEON, our eternal mission as acorporate group is to benefit our customers,and our operations are thus customer-focusedto the highest degree.
Our first basic principles is dedication topeace : AEON is a corporate group whoseoperations are dedicated to the pursuit ofpeace through prosperity.
• As a good corporate citizen, we undertakemany philanthropic activities.
• We aim to contribute inevery possible way tohealth, safety and peaceof mind in daily living.
• We believe in the value of each individual’sfree spirit and vitality.
• Our employees accept one another as equalscommitted to shared ideals.
• We encourage our relationships withlocal communities to evolve into ongoingpartnerships so that, together, we cancreate a future of limitless promise.
• We aim to become the local community’smost trusted partner in the effort to createamenities for better living.
On 21 August 2001, we at AEON renewed ourcorporate identity. We feel sure that ourcustomers, seeing the energy that weourselves bring to our work, will understandand appreciate the philosophy of the newAEON. AEON’S Corporate Commitment pointsthe way.
Our second basic principles is dedication topeople: AEON is a corporate group that respectshuman dignity and values personal relationship.
Our third basic principles is dedication tocommunity: AEON is a corporate group rooted inlocal community life and dedicated to making acontinuing contribution to the community.
Our Customers
Peace
People Community
Board of Directors• Dato’ Abdullah bin Mohd Yusof (Chairman) • Toshiji Tokiwa• Soichi Okazaki• Kamarudin bin Abu Hassan• Masato Yokoyama• Akihito Tanaka• Ramli bin Ibrahim• Brig.Jen. (B) Dato’ Mohd Idris bin Saman• Datuk Zawawi bin Mahmuddin• Chew Kong Seng @ Chew Kong Huat
Secretaries• Saw Bee Lean (MAICSA 0793472)• Lum Chee Yeng (MAICSA 0880217)
Registered Office Tingkat 4,Menara Kausar,Jalan 3/27A, Seksyen 1,Bandar Baru Wangsa Maju, 53300 Kuala Lumpur.Tel: 03-41433288Fax: 03-41490222/333
Auditors & Reporting Accountants KPMG Desa Megat & Co. (AF0759)Chartered Accountants,Wisma KPMG,Jalan Dungun,Damansara Heights, 50490 Kuala Lumpur.
Registrars Tenaga Koperat Sdn. Bhd. (118401-V)20th Floor, Plaza Permata,(formerly known as IGB Plaza)Jalan Kampar,Off Jalan Tun Razak,50400 Kuala Lumpur.Tel: 03-40416522Fax: 03-40426352
Stock Exchange ListingMain Board of Kuala Lumpur Stock Exchange
Homepage http://www.jusco.com.my
Principal Bankers • Bank of Tokyo-Mitsubishi (Malaysia) Berhad
(302316-U)• Malayan Banking Berhad (3813-K)• Bumiputra Commerce Bank Berhad (13491-P)
C o r p o r a t e I n f o r m a t i o n
24 July 200126 October200111 January 200224 April 2002
18 June 2002
Quarterly Results Announcement1st Quarter2nd Quarter3rd Quarter4th Quarter
Annual General Meeting
F i n a n c i a l C a l e n d a rpa
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High (RM)
Low (RM)
Volume (‘000)
2001 / 2002
6.00
5.00
4.00
3.00
2.00
1.00
0
RM Vol ‘000
3500
3000
2500
2000
1500
1000
500
0
Mar
4.10
3.18
136
Apr
3.90
3.00
499
May
3.90
3.66
1921
Jun
4.16
3.72
161
Jul
4.38
4.00
565
Aug
4.62
4.34
713
Sep
4.62
4.00
743
Oct
4.40
4.20
255
Nov
4.58
4.30
628
Dec
4.98
4.58
101
Jan
5.35
4.78
3066
Feb
5.40
5.00
1273
J AYA J U S C O S h a r e P r i c e
Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb
High (RM) Low (RM) Volume
STOCK CODE: 6599
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F i v e Ye a r s F i n a n c i a l H i g h l i g h t s
For Five Years - As at 28th & 29th FebruaryFinancial Results 2002 2001 2000 1999 1998
RM’000 RM’000 RM’000 RM’000 RM’000
Turnover 1,200,636 990,006 804,214 679,710 692,493Sales 1,107,158 909,775 732,779 606,956 618,737Rental and other incomes 93,478 80,231 71,435 72,754 73,756
Profit before tax 80,327 69,390 55,710 40,113 6,064Profit after tax 53,989 46,037 38,210 39,880 (14,443)Net dividend 12,636 12,636 8,424 11,700 6,318
Balance sheetFixed assets 508,630 517,818 447,454 445,191 415,962Interest in subsidiary company - - - 8 8Investment 175 175 175 175 175 Deferred expenditure - - - 2,370 4,110 Current assets 188,541 218,075 104,668 102,398 93,785 Current liabilities (263,379) (332,810) (218,972) (192,124) (155,266)
Total assets 433,967 403,258 333,325 358,018 358,774
Financed ByShare capital 87,750 87,750 58,500 58,500 58,500 Unappropriated profit 175,767 134,414 96,801 70,901 34,812 Revaluation reserve 55,352 55,352 55,352 57,111 57,111Share Premium 108,488 108,997 58,386 58,386 58,386
Shareholders’funds 427,357 386,513 269,039 244,898 208,809 Long term liabilities - 10,135 60,260 107,720 144,565Deferred taxation 6,610 6,610 4,026 5,400 5,400
433,967 403,258 333,325 358,018 358,774
StatisticsNet earnings/(loss) per share (sen) 61.5 *68.11 *57.5 68.2 (24.7)Gross dividend per share (%) 20 20 20 27.7 15 Net tangible assets per share (RM) 4.87 4.40 4.60 4.15 3.50
* Earnings per share has been calculated using weighted average number of ordinary shares after adjustment for the Rights Issue.
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R e v e n u e
P r o f i t / ( L o s s )A t t r i b u t a b l e t o S h a r e h o l d e r s
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B o a r d O f D i r e c t o r s
(Seated from left to right)
Mr Akihito TanakaNon-Independent Non-Executive Director
Mr Soichi OkazakiManaging Director
Dato’ Abdullah bin Mohd YusofNon-Independent Non-ExecutiveChairman
Mr Toshiji TokiwaNon-Independent Non-Executive Vice Chairman
Encik Ramli bin IbrahimNon-Independent Non-Executive Director
(Standing from left to right)
Mr Masato YokoyamaNon-Independent Executive Director
Brig. Jen. (B) Dato’ Mohd Idris bin SamanIndependent Non-Executive Director
Encik Kamarudin bin Abu HassanNon-Independent Executive Director
Mr Fumiaki Sato(resigned on 24 April 2002)
Datuk Zawawi bin MahmuddinIndependent Non-Executive Director
Mr Chew Kong Seng @ Chew Kong HuatIndependent Non-Executive Director
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DATO’ ABDULLAH BIN MOHD YUSOF (63),(MALAYSIAN) NON-INDEPENDENTNON-EXECUTIVE CHAIRMAN
Dato’ Abdullah bin Mohd Yusof wasappointed the Chairman of Jaya JuscoStores Bhd on 26 October 1984. He holds aBachelor of Laws (Honours) from Universityof Singapore, which he obtained in 1968.He has more than thirty (30) years ofexperience as an Advocate & Solicitor. Hestarted his career with Skrine & Co., as aLegal Assistant in 1968 before starting hisown partnership under the name of TunkuZuhri Manan & Abdullah, Advocates &Solicitors in 1969 and subsequentlyrenamed the law firm to Abdullah &Zainudin, Advocates and Solicitors. Dato’Abdullah also sits on the Board ofDirectors of Southern Steel Berhad,Sistem Televisyen Malaysia Berhad andMalaysia Mining Corporation Berhad, allof which are companies listed on the KLSEand he also sits on the Board of Directorsof several private limited companies. He isa member of the Remuneration & NominationCommittee of the Company. Dato’ Abdullahbin Mohd Yusof has attended all the five (5)Board meetings held in the financial year.
MR TOSHIJI TOKIWA (62), (JAPANESE)NON-INDEPENDENT NON-EXECUTIVEVICE CHAIRMAN
Mr Toshiji Tokiwa was appointed a Non-Executive Director of the Company on 16June 2000. He holds a Bachelor of Lawdegree from Keio University, Japan, whichhe obtained in 1963. He joined The Dai-Ichi Kangyo Bank Ltd., in 1963 as aManagement Trainee. In 1993, he waspromoted to the position of Director andGeneral Manager of the New York Branchof The Dai-Ichi Kangyo Bank Ltd., in NewYork, USA. Subsequently, he waspromoted as a Senior Managing Directorof The Dai-Ichi Kangyo Bank Ltd., in Japanfrom 1995 to 1996. He joined Chuo RealEstate Co. Ltd., a company principallyinvolved in the leasing and management ofoffice building, as the President and CEOfrom 1996 to 2000 and was also a Non-Executive Corporate Auditor of FujitsuGeneral Co. Ltd., from 1997 to 2000. Hejoined AEON Co. Ltd. as a Non-ExecutiveDirector in 1999 and was subsequentlyappointed as the Chairman of AEON Co.Ltd in 2000. Mr Toshiji Tokiwa hasattended three (3) out of five (5) Boardmeetings held in the financial year.
D i r e c t o r ’s P r o f i l e
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MR SOICHI OKAZAKI (43), (JAPANESE)MANAGING DIRECTOR
Mr Soichi Okazaki was appointed theManaging Director of Jaya Jusco StoresBhd on 19 June 2001. He holds a Bachelorof Arts in Commerce from Toyo University,in Japan, which he obtained in 1981. Hehas more than twenty (20) years ofexperience in the retail industry. He joinedAEON Co., Ltd of Japan in 1981 and hasworked in several Asian countries. From1990 to 1995, he was attached to JuscoStores (Hong Kong) Co., Ltd. In 1995 to1998 he was a Director of GuangdongJusco Teem Stores Co., Ltd in China. Hewas seconded to Jaya Jusco Stores Bhd in1998 to be in-charged of Marketing, BusinessDevelopment, Store Operations and ShoppingCenter Management. Mr Okazaki initiatedseveral successful business strategies,which has helped contributing to the growthof Jaya Jusco Stores Bhd’s performance inparticular during the Asian financial crisisin 1997 - 1998. He succeeded Mr. MasaakiToyoshima in becoming the ManagingDirector of the Company. Mr Soichi Okazakihas attended four (4) out of four (4) Boardmeetings held after his appointment.
ENCIK KAMARUDIN BIN ABU HASSAN(59), (MALAYSIAN) NON-INDEPENDENTEXECUTIVE DIRECTOR
Encik Kamarudin bin Abu Hassan wasappointed an Executive Director of theCompany on 16 January 1997. He holds anAdvanced Diploma in Military CivilEngineering from the United States ArmyEngineering School, Fort Belvoir, Virgina,USA and is a graduate from the MalaysianArmed Forces Staff College, Kuala Lumpurwhere he completed his Diploma coursein 1979 and 1981 respectively. In 1966, hejoined the Malaysian Armed Forces andheld various positions therein for morethan twenty-one (21) years. In 1987, heretired from the Malaysian Armed Forcesand joined the Company as the PersonnelManager. He was promoted to the positionof Senior Personnel Manager in 1994before assuming the position of GeneralManager in 1996. Currently, he isestablishing Jusco Retail Academy withthe full co-operation of UNITEM (UniversitiTerbuka Malaysia). The Academy will beknown as UNITEM-JUSCO Retail Centerwhich is expected to begin in May 2002.Encik Kamarudin bin Abu Hassan hasattended all the five (5) Board meetingsheld in the financial year.
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MR MASATO YOKOYAMA (49),(JAPANESE) NON-INDEPENDENTEXECUTIVE DIRECTOR
Mr Masato Yokoyama was appointed anExecutive Director of the Company on 26October 2001. He holds a Bachelor of Artsin Commerce from Waseda University inJapan, which he obtained in 1976. Hejoined AEON Co., Ltd in 1976 and was theStore Manager of Ishioka Store prior to hissecondment to Jaya Jusco Stores Bhd in1993. Mr Yokoyama held the position ofthe Store Manager of Jaya Jusco TamanMaluri from 1993 to 1998. He waspromoted to become the Senior SoftlineMerchandising Manager from 1998 to 1999and the Senior Operations Manager from1999 to 2000. Currently, Mr Yokoyama isthe General Manager of Store Operations,Human Resources, Finance and Administration.Mr Masato Yokoyama has attended two (2)out of two (2) Board meetings held after hisappointment.
MR AKIHITO TANAKA (54), (JAPANESE)NON-INDEPENDENT NON-EXECUTIVEDIRECTOR
Mr Akihito Tanaka was appointed aDirector of the Company on 1 March 1989.He holds a Bachelor of Arts degree inJournalism from Kansai University, Japanwhich he obtained in 1970. He joinedAEON Co. Ltd. in 1970. In 1986, he wasseconded to Jusco Stores (Hong Kong) Co.Ltd., where he was appointed as thePersonnel Manager. Thereafter he wasappointed as the Managing Director ofJaya Jusco from 1989 to 1997. In 1993, hewas conferred the “Outstanding Award forExecutive Excellence” by the Chairmanand CEO of AEON Co. Ltd. In 1996, he wasappointed a Director of AEON Co. Ltd., andnow holds the position of ManagingDirector of International Business in AEONCo. Ltd. He was the Vice President of theJapanese Chamber of Trade & Industry,Malaysia (“JACTIM”) and the Governor ofJACTIM Foundation from 1996 to 1997. Heis the Chairman of Taiwan Jusco Co.Ltd.and a Director of Siam Jusco Co. Ltd.,Jusco Stores (Hong Kong) Co. Ltd. andQingdao Dontai Jusco Co. Ltd.. Mr AkihitoTanaka is also the Chairman of theRemuneration and Nomination Committeeof the Company. Mr Tanaka has attendedthree (3) out of five (5) Board meetingsheld in the financial year.
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ENCIK RAMLI BIN IBRAHIM (61),(MALAYSIAN) NON-INDEPENDENTNON-EXECUTIVE DIRECTOR
Encik Ramli bin Ibrahim was appointed a Non-Executive Director on 20 August 1996. He is amember of the Malaysian Institute of Accountantsand the Malaysian Association of CertifiedPublic Accountants. He is also a Fellow of theAustralian Institute of Chartered Accountants.He was attached to KPMG Peat Marwick(“KPMG”) (now known as KPMG) in Australia,United Kingdom and Malaysia from 1959 to 1995.He was appointed a Partner of KPMG Malaysiain 1971. In 1989, he was made the firstbumiputera Senior Partner of KPMG Malaysia.He also served on the Boards of KPMGInternational and KPMG Asia Pacific from 1990to 1995. He retired from KPMG Malaysia in1995. He was a member of the Committee ofEnquiry set up to investigate the affairs ofBumiputra Malaysia Finance Ltd., the Hong Kongsubsidiary of Bank Bumiputra Malaysia Berhad(which had merged with Bank of Commerce(M) Berhad to form Bumiputra-Commerce BankBerhad) from 1983 to 1985. Currently ,he sitson the Board of Directors of Kumpulan GuthrieBerhad, Hua Joo Seng Enterprise Bhd, RanhillBerhad, Mulpha International Berhad andseveral other unlisted public and privatelimited companies. Encik Ramli is a memberof the Audit Committee of the Company. Heis also a member of the Remuneration andNomination Committee of the Company. EncikRamli bin Ibrahim has attended all the five(5) Board meetings held in the financial year.
BRIG. JEN (B) DATO’ MOHD IDRIS BIN SAMAN (57), (MALAYSIAN)INDEPENDENT NON-EXECUTIVEDIRECTOR
Brig. Jen (B) Dato’ Mohd Idris bin Samanwas appointed a Non-Executive Directoron 16 June 2000. He holds a PostGraduate Diploma in ManagementStudies from the Slough College, UnitedKingdom, which he obtained in 1980. Hewas a graduate of the Air Command &Staff College, Maxwell, USA and theArmed Forces Defence College, KualaLumpur. He joined the Royal Malaysian AirForce as a Pilot Officer in 1965 and heserved the Royal Malaysian Air Force forthirty-five (35) years, in various executivepositions within its Logistic Branch. Heretired from the Royal Malaysian Air Forcein 2000 as the Assistant Chief of the AirForce (Material) He is currently theExecutive Chairman of Diversified JetSdn. Bhd., a company principally involvedin the supply of materials and services tothe Malaysian Armed Forces. He is also aDirector of Affin Fund Management Sdn.Bhd. Dato’ Mohd Idris bin Saman is amember of the Audit Committee of theCompany. Dato’ Idris has attended all thefive (5) Board meetings held in thefinancial year.
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DATUK ZAWAWI BIN MAHMUDDIN (56),(MALAYSIAN) INDEPENDENT NON-EXECUTIVE DIRECTOR
Datuk Zawawi bin Mahmuddin was appointeda Non-Executive Director of the Companyon 23 July 2001. He holds a Bachelor of Arts(Honours) Degree from the University ofMalaya, which he obtained in 1968. DatukZawawi joined the Administrative andDiplomatic Service and began his career asan Administrative Officer in the Ministry ofTransport in 1968. From 1970 to 1975 heserved and thereafter held various positionsin the Cabinet Secretariat of the PrimeMinister’s Department from 1975 to 1990.His subsequent appointments were as follows:-Federal Secretary in Sarawak (1990 - 1992),Deputy Secretary General 1, Ministry of HomeAffairs (1992 - 1994), Secretary General, at theMinistry of Information (1994 - 2000). DatukZawawi was formerly on the Board of SyarikatExplosive Malaysia Sdn Bhd (SME), NationalFilm Development Corporation (FINAS),Governing Council, Bernama, Sukom NinetyEight Bhd. He is currently a director of HomeVideo Distributors Sdn Bhd (HVD), andKnowledge Green Park Technology SdnBhd, and the Chairman of Two AdvertisingSdn Bhd and Northport Distripark Sdn Bhd,all of which are private limited companies.Datuk Zawawi bin Mahmuddin has attendedthree (3) out of three (3) Board meetingsheld after his appointment.
MR CHEW KONG SENG @ CHEW KONGHUAT (64), (MALAYSIAN) INDEPENDENTNON-EXECUTIVE DIRECTOR
Mr Chew Kong Seng @ Chew Kong Huat wasappointed a Non-Executive Director on 23July 2001. He is a Fellow of the Institute ofChartered Accountants in England andWales, a Member of the MalaysianInstitute of Accountants and the MalaysianAssociation of Certified Public Accountants.He was a tax officer in the Inland RevenueDepartment in the United Kingdom and thenjoined Stoy Hayward & Co., in the UnitedKingdom from 1964 to 1970. He returned toMalaysia and joined Turquand Young & Co.(now known as Ernst & Young) and wassubsequently transferred to Sarawark officein 1973, first as Manager in-charged andlater as Partner in-charged. He wasappointed as the Managing Partner of Ernst& Young from 1990 to 1996. Currently, MrChew is an Executive Director of SarawakEnterprise Corporation Berhad and theDeputy Chairman of Sarawak ElectricitySupply Corporation. He is a Director of GreatWall Plastic Industries Bhd, Hong LeongProperties Bhd and PBH Holdings Bhd. He isalso a Director and the Audit CommitteeChairman of Petronas Dagangan Berhad andIndustrial Concrete Products Berhad, bothpublic listed companies on the KLSE, and is aDirector and a member of the AuditCommittee of Petronas Gas Berhad. Mr Chewis the Chairman of the Audit Committee ofthe Company. Mr Chew has attended three(3) out of three (3) Board meetings held afterhis appointment.
On behalf of the Board of Directors, it is mypleasure to present to you the AnnualReport and Audited Annual FinancialStatements of Jaya Jusco Stores Bhd forthe financial year ended 28 February 2002.
FINANCIAL REVIEW
It has been another remarkable year for theCompany in the financial year under reviewas we turned in another good set ofperformance figures at both the turnoverand earnings levels.
We are pleased to announce that for theyear ended 28 February 2002, the Companyhas achieved an impressive turnover ofRM1.2 billion which is 21% higher than theprevious financial year’s turnover.
This RM1.2billion turnover enables theCompany to achieve a profit before tax ofRM80.3 million and a profit after tax ofRM53.9 million, recording 15.8% and 17.3%higher respectively in earnings growth overthe previous year’s figures.
Earnings per share for the Companyregistered a healthy 61.5 sen per share,which however is lower than the previousfinancial year earnings of 68.1 sen pershare. The previous year earnings pershare had however been calculated onweighted average basis after adjustingfor Rights Shares issued and completedin the same year.
The Company’s financial position remainedstrong and healthy. We have in the year
under review also fully repaid all our long-term loans through proceeds from ourRights Issue exercise and also ourinternally generated funds. Accordingly, ourborrowing costs have also been substantiallyreduced for the year under review.
OPERATIONS REVIEW
The more than a billion Ringgit turnoverachievement marked a very significantmilestone in our history and was extremelycommendable considering that it has alsobeen achieved under very challengingeconomic conditions.
During the year under review, a cloud ofpessimism hung over the retail industry.There were expectations of global economicslowdown and uncertainties especially inUnited States. This was exacerbated by theevents of 11 September, rendering the globaleconomy even more vulnerable.
Malaysia’s economy was also not spared butfortunately our government took firm andspeedy measures to stimulate the economy.Still, for the retail industry, whose nature ofbusiness is correlated to economy changes, ithas been a very anxious year as it monitoredthe consumers’ sentiments and behaviours.
I am glad that the Company has been ableto successfully strategised and positioneditself to face such challenging economicconditions, including the competition. TheCompany’s retail performance is impressiveeven at the same store level whereby all itsretail outlets posted growth over theirprevious year’s performance.
C h a i r m a n ’s S t a t e m e n t
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Whilst, on our shopping center managementbusiness, they have also enjoyed a 16%growth in income over the previousfinancial year’s income with contributionsfrom both the existing shopping centers aswell as expansion of tenant space.
Our continuous good performance is inpart due to our right targeted marketsegment of generally middle-incomehouseholds and the use of the rightmarketing strategies, the maximization ofour strength and the continuousenhancement of our competitivenessthrough various operational measures.
We believe strongly that our customersdeserve the best and their suggestions andfeedback are immensely invaluable to us.Therefore, in conjunction with our 17thAnniversary celebrations, we had, afterconsidering our valued customers’ feedback,adopted a new pricing policy for ourmerchandise while maintaining its quality,our customer service and the shoppingenvironment. We received positive responsesfrom our customers as evidenced by theincreased customer count in our outlets.
In addition to our merchandise assortment,our constant refurbishment programs of ouroutlets have also contributed to our goodperformance as they gave us furthercompetitive edge, judging from our existingstores’ performance which showed growthranging from 1% to 22%.
Our newly renovated Taman Maluri outlet,at three times its original size, enjoyed anincreased of 82% in turnover over itsprevious year’s turnover. Jusco BandarPuchong in its first full year of operationsalso achieved a commendable retailturnover that is within the management’sexpectation.
The growing popularity of our J-card andthe privileges that comes with it furtheradded to our competitive edge. In the midstof the economic slowdown, our J-cardloyalty program has proved to be a goodmarketing tool as we enhanced ourcustomers’ loyalty through more benefits,privileges and our increasingly popularJ-Card Days.
CORPORATE CITIZENSHIP
During the year under review, the Companycontinued to be active in playing its part asa good corporate citizen.
During the Company’s twelve days 17thAnniversary celebrations, appropriatelythemed the “JUSCO FEST”, the Companytook the opportunity to further promote toits customers the “With All Our Hearts”charity program or simply known as“WAOH”. Besides customers’ contributions,in conjunction with JUSCO FEST, theCompany donated RM260,000.00 to selectedcharitable organizations and deservingunderprivileged individuals. Apart fromWAOH, the Company also involved itself invarious other community projects such asrecycling campaigns and a student culturalexchange program to Japan.
PROSPECTS AND FUTURE DEVELOPMENTS
Our economy is expected to grow modestlyin the coming new year and we believe ourgovernment will continue to institutemeasures to boost consumer spending. Thisaugurs well for the retail industry and weexpect consumers spending trend to moveup as the year progresses.
However, the Company also recognize thatcompetition in the retail industry willremain very keen with the entry of newplayers and store expansions by the existingretailers. Competition and greater choicesfor consumers are to an extent good forthe retail industry as it will encourage
retailers to continuously enhance theircompetitiveness. In addition, informationtechnology advancement and tradeliberalization, amongst others, will changethe retail business landscape, throughdirect and indirect impact on factors suchas sourcing, logistic, merchandise assortments,quality and pricing.
To position itself strongly, the Company willcontinue to maximize on its strengths withmore emphasis on the areas of merchandisepricing and assortment, customer service,uniformity of operational procedures,logistics efficiencies, human resourcedevelopment and strategic expansion. TheCompany will also continue to emphasize toits customers its new pricing policy.
On our expansion program, the Companywith its healthy financial position willcontinue to identify suitable locations infast growing areas for establishment of itsnew retail outlets. One such area identifiedis the Johor Bahru region where theCompany is currently building its ninthoutlet, scheduled to open by end July 2002.This outlet is located in Taman Universiti,Skudai and will be the Company’s firstoutlet in the southern region. Investmentfor this outlet is estimated to be RM54million which will be financed throughinternally generated funds. Constantlyrefurbished stores also gave us addedcompetitive edge and in the coming year,refurbishment and maintenance program forthe existing stores will continue .
DIVIDEND
The Board of Directors has the pleasure ofrecommending for your approval, a first andfinal dividend of 20% less 28% income tax,for the year under review.
APPRECIATION
On behalf of the Board of Directors, we wishto extend our appreciation and thanks to ourcustomers, shareholders, business associates,relevant government authorities and bankersfor their invaluable support and confidencein us. We also would like to express our sincerethanks to the staff and management of theCompany for their dedication and hardworkfor the year under review.
DATO’ ABDULLAH BIN MOHD YUSOFCHAIRMAN
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The year under review had seen businesses,not only bracing themselves for an economicslowdown from the very beginning but alsowitnessing unprecedented events thatthreaten to have major impacts on theirbusinesses. Economic conditions provedchallenging and uncertain throughout theyear though our country was generally ableto weather these challenging times admirably.
The retail industry, being a sector that issensitive and closely linked to the economyunderwent tough times as major globalevents unfolded during the year.
Despite such challenging conditions, theCompany continues to enjoy goodperformance in both its core businessesof retail operation and shopping centermanagement. Its turnover of RM1.2 billionmarks 21% higher in growth over theprevious year’s performance with revenuecontributions from both the same outlet andnew outlet basis.
RETAIL OPERATIONS
For the year under review, from its retailsales operations, the Company is able toachieved a retail sales turnover of RM1.107billion, representing a 22% growth over itsprevious year’s retail sales and marking forthe first time that the Company has crosseda turnover of one billion Ringgit in its history.
The Company continued to grow in strengthwith contribution not only from its new andrenovated stores at Bandar Puchong andTaman Maluri but also from all other existingstores. Excluding its outlets in BandarPuchong and Taman Maluri, there is a retailsales growth of 8.5% on the same storebasis with all the existing outlets postingretail sales growth ranging from 1% to 22%.
In Melaka, our store continues to maintainits premier position registering a stronggrowth of 13.5% over its previous year’sturnover. Jusco Wangsa Maju store, whichunderwent refurbishment during the yearunder review managed to reflect a retail salesgrowth of 2.4% despite the interruptions.Our store in Bandar Utama continued tohold its own in the face of growingcompetition and has managed to maintainits growth trend though at a lower rate of1%. Our store in Bukit Raja, Klang, benefitedfrom the growth of the business andresidential areas within its vicinity,resulting in a 3.7% growth for the yearunder review. In Ipoh, our outlet continuedto be the leader recording a high growth of16.5% in its performance. Our outlet in MidValley also registered an impressive growthof 22.4% over its previous year performance,benefiting not only from its strong positionas an anchor tenant but also from theincreasing popularity of Mid ValleyMegamall.
Jusco Taman Maluri which underwentrenovation in year 2000 to a much biggerstore registered an impressive 82% growthover the previous year’s performance. Ournew store in Bandar Puchong, which wasopened in the last quarter of the previousfinancial year, performed commendablywithin the management expectation.
The continued good performance of ouroutlets was partly due to the continuousefforts by the Company to maintain itsleading position in the market and its abilityto response immediately and effectively tothe changes in the market conditions andcustomers needs.
R e v i e w o f O p e r a t i o n s
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The Company, in response to the feedbackfrom its valued customers, in the year underreview, implemented a new pricing policyfor its merchandise. The Company loweredthe prices of its merchandise in itsgroceries and non-food sections to matchthat of its competitors while at the sametime increased its efforts to develop moreeveryday low price items for its generalmerchandise departments. This is carried outwithout compromising on the merchandisequality, customer service or the shoppingenvironment’s ambience. The new pricingstrategy was launched in October 2001during the Company’s twelve days 17thAnniversary celebration, called the JUSCOFEST. The result has been very encouragingas evidenced from the increased number ofcustomer patronizing our outlets.
In a year where the economic conditionswere tough, our J-card loyalty program hasproven to be an extremely useful marketingtool. The Company ensured that part of itsstrategy is directed towards ensuring thatits J-card members will continue to selectits outlets as their shopping choice. Amplereasons are provided for the members toremain loyal with the Company throughvarious perks and benefits. Among others,our J-Card Day, an event organizedexclusively for members, is now a popularevent to look forward to. Similarly, our PEARLmagazine, free for members, has alsoreceived encouraging positive feedback.
SHOPPING CENTER MANAGEMENT
As in our retail operations, our shoppingcenter management, despite constantcompetition from various new malls, hasalso enjoyed a very successful year for theyear under review. Our shopping centerscontinued to be positioned strongly in themarket with an average occupancy rate of98% throughout the year under review.
For the year under review, shoppingcenters income enjoyed a growth of 16%over its previous financial year’s performance.This growth is inclusive of the contributionof income from the increased tenant spacein our renovated Taman Maluri outlet.Excluding that, the growth is still animpressive 11.6% on the same number ofshopping center basis.
Strategic locations, good layout, constantrefurbishment and upkeep program, goodtenant mix and strong anchor tenantscontinued to be our competitive edges. TheCompany continues to seek measures to addvalues and upgrade the image of its shoppingcenters especially in the areas of customerservices, promotional events, shoppingenvironment, tenant mix and tenantrelationship.
HUMAN RESOURCE
In the face of mounting competition and theCompany’s own growing needs, the Companyrealizes that human resource, among others,would be an area that would help it to maintainits competitive edge and differentiate itfrom its competitors.
The Company recognizes that in line with itsown missions in future, it would need astrong pool of staff at every level of theorganization who has the right attitude,knowledge, competency and skill necessaryfor the continuous provision of highest levelof customer service and operationalefficiencies.
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To this end, the Company has placed specialemphasis on its human resource developmentin the year under review. A strategic programto improve the productivity and careeradvancement of its staff was set into motion,focusing on harnessing their skills andknowledge with the objective of preparingthem into competent employees andmanagers that will add value to theorganization.
The Company has in the year under reviewsent its staff for overseas retailing seminarsand surveys for better exposure andupgrading their knowledge and skills.Arrangements are also being made to sendstaff for attachments with associatecompanies in Japan involved in retailingoperations.
During the year under review, the Companyworked together with a local college andmore recently with UNITEM (UniversitiTerbuka Malaysia) in providing tertiaryeducation in retailing for its staff. The staffconcerned would continue to be employedin the Company while pursuing thesecourses thus allowing them to apply theknowledge they acquired onto their jobs. Thisopportunity is also extended to thoseseeking a career in the retail industry whichis in line with the Company’s vision to be theemployer of choice.
Staff welfare, remuneration package andperformance evaluation continued to bereviewed and updated in line with thechanges in the market conditions andbusiness environments.
CORPORATE CITIZENSHIP
In line with its corporate philosophy, theCompany continued to be active in thecorporate citizenship program in the yearunder review especially on its “With All OurHearts” charity program.
Since its successful launch in 2000, theCompany continued to promote and createawareness for its WAOH program to allowthe Company and its customers tocontribute their share for charity. During theyear under review, a main awarenesscampaign was carried out during theCompany’s 17th Anniversary celebrationswhereby the Company donated RM260,000from the twelve-day sales period to therespective welfare organizations and selectedunderprivileged individuals.
The Company has always encouragedits shoppers to do charity while shoppingand for the new financial year, the Companyhas also engaged a popular singer, Cik SitiNurhaliza to be its WAOH ambassador. TheCompany hopes that WAOH message carriedthrough her would create better awarenessamong the public to spare a thought for theless fortunate and the underprivileged peoplein this society.
In November 2001, under a program calledthe “Teenage Ambassador Program”, theCompany through its associate companiesin Japan, invited twenty two secondarystudents for a week of study and home stayin Japan to promote cultural exchange andprovide enriching educational experiencefor the younger generation.
In addition, we were involved in variouscommunity projects during the year such assetting up a recycling center in our Bukit RajaShopping Center, the first of its kind in Klang.
PROSPECTS AND COMPETITION
One of the engine for growth in the comingyear will come from domestic economicgrowth and the government is committed tostimulate this growth as evidenced from
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the various measures introduced includingpersonal tax incentives, civil servantsperks, Mega Sales and public sectorexpenditure. A modest growth in economyis expected and indicators point to aneconomic recovery especially in the secondhalf of the year. Retail industry is alsoexpected to grow in line with the recoveryin our economy.
Likewise, competition would increase inthe coming year with more retailerscompeting for the same consumers andresulting in blurred targeted marketsdifferentiation blurred between competitors.Consumers facing more choices would seekthe extra values that a retailer can provide.The Company believes that besidescompeting on pricing and merchandiseassortment, customer service embracingconveniences and comforts will provide aretailer with the extra business competitiveadvantage. The Company will continue tofocus on these areas in the coming year.
The Company also plans to furtherconsolidate the targeted markets aroundthe vicinity of its existing stores in the faceof new competition that are drawing closeto its outlets. The Company aims to maintaina dominant presence in the areas where ithas established its locations by maximizingits strengths on established reputation,customer services and good understandingof its target market.
The Company will also be increasing itsefforts to continuously create awareness andimpressed upon its customers with theCompany’s new pricing policy. It is the aim ofthe Company to promote to its customers thechoice of being able to buy everyday lowprice quality items in the presence of a niceshopping environment.
The Company also believes that continuous
expansion is also necessary to sustain itsgrowth and also allow it to achieve anoptimum level of operations. A larger sizewill also allow the Company to price itsproducts more competitively througheconomies of scale and better bargainingpower. To this end, as part of its mid termplan, the Company has identified thesouthern region of peninsular Malaysia asone of its targeted expansion areas.
Thus, the Company will be opening itsninth outlet soon in Johor Bahru, located inTaman Universiti, Skudai, a growingsuburban residential township with anestablished catchment area of mainlymiddle income groups including studentsand academicians. The cost of this newoutlet is expected to be approximatelyRM54 million which will be financedthrough internally generated funds. A newgeneral merchandising store format willbe introduced for this new outlet and it willbe the first of the Company’s planned outletsin the southern region. The Company iscurrently identifying other suitable locationsin the region.
Refurbishment program for existing storeswill continue in the new financial year, andamong others, the Company would berefurbishing its outlet in One Utama to giveit a fresh look and enlarge its capacity.
In future, the effect of trade globalizationwill also be felt in the retail industry, as itwill affect the sourcing methods, pricingand assortment of merchandise. The impactwill be greater and faster with the currentrapid advancement of information technology.The Company in recognizing this change intrend, will also be focussing and streamliningits operations towards this direction.
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Information technology remains a veryimportant part of the retail businessmanagement. The Company has in the yearunder review continued to improve on itsinformation technology usage in its retailbusiness.
Jusco Cyberworld
The Company’s homepage has been verypopular over the last year. An increasingnumber of visitors access this web siteevery month. To enhance the service to ourvisitors, the Company has moved itshomepage to a new web hosting facility.Access to this web site is now much faster.
The pilot of the Company’s new electronicprocurement or e-procurement system wasa success. Using a standard internet browser,the Company’s suppliers can easily retrievean electronic copy of their purchase orders(PO). This new system will be rolled-out toall the Company’s suppliers in this comingyear.
Management information systems continueto be improved to allow online enquiries bymanagers. Additional reports are constantlybeing added to move the Company towardspaperless environment.
Sales Informations are also now availableto the Company’s personnel on hourly basisthrough SMS (Short Message Service) ontheir mobile phones.
More functionality use of the new ICETerminals.
During the year under review, theCompany integrated their cash registerwith credit card terminals that allowsstreamlining of backroom operations. Atthe same time, the integration also nowallows the Company’s customers to pay fortheir merchandise using selected range ofdebit cards.
In the coming year, the Company willconcentrate on supply chain managementespecially through the use of webtechnology, maximizing usage of itscustomer loyalty database and improvingIT operational usage in its shopping centerand backroom office operations.
I n f o r m a t i o n Te c h n o l o g y
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S TAT E M E N T O FC O R P O R AT E G O V E R N A N C E
BOARD RESPONSIBILITIES
The Malaysian Code on Corporate Governanceis aimed at providing guidelines for companiesespecially public listed companies toobserve good corporate governance in theirbusiness practices.
The Board of Directors, in recognizing theimportance of corporate governance, iscommitted to ensuring that the Company’sbusiness and operation are in line with theprinciples and best practices advocated inthe Code.
The Board of Directors assumes responsibilitiesin corporate governance and has establishedvarious processes and committees to assistthem in the discharge of these responsibilities.Among others, the Company’s strategiesand directions, shareholders and investors’relationship, annual budget, major capitalexpenditure, significant financial matters,and the adequacy and integrity of internalcontrols including risk assessment are withinthe Board of Directors’ responsibilities.
The following paragraphs set out theCompany’s application of the statedprinciples and best practices of theMalaysian Code on Corporate Governance.
A) DIRECTORSBoard Balance
The Board of Directors consists of ten (10)members; comprising one (1) Non-ExecutiveChairman, one (1) Non-Executive ViceChairman, five (5) Non-Executive Directorsand three (3) Executive Directors. Of the five(5) Non-Executive Directors, three (3) areIndependent Directors.
At the 56th Board Meeting held on 24 April2002, Mr. Chew Kong Seng @ Chew KongHuat, a Senior Independent Non- ExecutiveDirector was appointed as the Director towhom concerns on matters relating tocorporate governance of the Companycould be conveyed.
The Directors bring a wide range ofexpertise and experience in various fieldssuch as economics, public services,accounting and legal. All Board membersparticipate and deliberate on the issuesand matters affecting the Company.
The profile of each Director is presented onpage 12 to page 16 of the Annual Report.
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Name of Director
Dato’ Abdullah bin Mohd Yusof
Encik Kamarudin bin Abu Hassan
Encik Ramli bin Ibrahim
Brig. Jen. (B) Dato’ Mohd Idris bin Saman
Mr. Soichi Okazaki (appointed on 19.6.2001)
Mr. Toshiji Tokiwa
Mr. Akihito Tanaka
Datuk Zawawi bin Mahmuddin (appointed on 23.7.2001)
Mr. Chew Kong Seng @ Chew Kong Huat (appointed on 23.7.2001)
Mr. Masato Yokoyama (appointed on 26.10.2001)
Mr. Fumiaki Sato (appointed on 26.10.2001 and resigned on 24.4.2002)
Mr. Masaaki Toyoshima (retired on 19.6.2001)
Mr. Motoya Okada (resigned on 26.10.2001)
YBhg Tan Sri Datuk (Dr) Kazumasa Suzuki (retired on 19.6.2001)
Mr. Yoichi Kimura (resigned on 26.10.2001)
5/5
5/5
5/5
5/5
4/4
3/5
3/5
3/3
3/3
2/2
2/2
1/1
0/3
0/1
0/3
Number of meetings attended/ heldduring the Director’s term in office
BOARD MEETINGS
The Board met five (5) times at regular intervals during the financial year ended 28 February 2002.The detailsof attendance of each Director at the Board meetings held during the financial year are set out below:-
Supply of Information
The Company Secretary ensures that all Board meetings are furnished with proper agendas. Board papers andreports providing updates on financial, operational and corporate developments including matters such as theCompany’s corporate citizenship program and staff welfare matters are circulated prior to the meetings to allDirectors for them to discharge their duties effectively. The Directors have full access to the advice and servicesof the Company Secretary. In addition, the Directors, if necessary, may also seek professional advice, at theCompany’s expense, if required. The Directors may also consult the Chairman and other Board members prior toseeking any independent professional advice.
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DIRECTORS’ TRAINING
On 6 February 2002, the Company hasconducted a Director Training andOrientation program for its Directors toprovide an overview of the Company’sretail and shopping centers management,including merchandise management, useof information technology as well as itsbusiness development projects. Five (5)Non-Executive Directors together withthree (3) Executive Directors attended theorientation program.
Directors from time to time visit existingstores and/or new sites to have a thoroughunderstanding of the Company’s operationalmatters.
BOARD COMMITTEES
The Board of Directors is assisted by itsCommittees, which have been establishedunder defined terms of reference. TheCommittees are the Nomination Committee,the Remuneration Committee and theAudit Committee.
THE NOMINATION COMMITTEE
The Nomination Committee has been setup with its terms of reference approvedon 11 January 2002. Mr. Akihito Tanakahas been appointed as the Chairman andits other members are Dato’ Abdullah binMohd Yusof and Encik Ramli bin Ibrahim,all of whom are Non-Executive Directors.
The duties and responsibilities of theCommittee, among others, are to recommendto the Board, candidates for directorship,directors to fill seats on Board Committeesand to review annually the required mixof skills and experience of the Boardincluding the effectiveness of the Board asa whole and the contribution from eachDirector.
The Committee is currently in progressof setting up a process to evaluate theperformance of the Directors.
RE-ELECTION
In accordance with the Company’s Articlesof Association, all Directors retire every year.
THE AUDIT COMMITTEE
The Board is also assisted by the AuditCommittee whose members, terms ofreference and activities for the year underreview are stated on page 31 to 35 of theAnnual Report.
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2) The number of Directors whose total remuneration fall within the following bands:
260,000
533,448
26,191
121,223
940, 862
ExecutiveDirectors
RM875,000
112,636
4,900
14,258
1,006,794
Non-ExecutiveDirectors
RM1,135,000
646,084
31,091
135,481
1,947, 656
TotalRM
Fees
Salaries
Benefits-in-kind
Other emoluments
Number of Directors
Non-Executive
2
4
2
2
-
-
-
10
Executive
-
-
1
1
-
1
1
4
Total
2
4
3
3
-
1
1
14
Range of Remuneration
Less than RM50,000
RM50,001 to RM100,000
RM100,001 to RM150,000
RM150,001 to RM200,000
RM200,001 to RM250,000
RM250,001 to RM300,000
RM300,001 to RM350,000
B) DIRECTORS REMUNERATIONThe Remuneration Committee
The Remuneration Committee is made up of Non-Executive Directors whose members are Mr. Akihito Tanaka(Chairman), Dato’ Abdullah bin Mohd Yusof and Encik Ramli bin Ibrahim. The duties of the Committee shall beto recommend to the Board the remuneration of all Directors in all its forms. Executive Directors play no partin decisions on their own remuneration. The determination of remuneration packages of Non-ExecutiveDirectors, including Non-Executive Chairman is a matter for the Board as a whole. Individual Director concerneddoes not participate in the discussion on their own remuneration.
The breakdown of the remuneration of the Directors during the financial year under review are as follows: -
1) Aggregate remuneration of the Directors categorized into appropriate components:
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C) SHAREHOLDERSInvestors and Shareholders Communication
It has always been the Company’s practiceto maintain a good relationship with itsshareholders. Major corporate developmentsand happenings in the Company havealways been duly and promptly announcedto all shareholders, in line with KLSE’sobjectives of ensuring transparency andgood corporate governance practice.
The Company’s financial performance, majorcorporate developments and other relevantinformation are promptly disseminated toshareholders and investors viaannouncements of its quarterly performance,annual report, corporate announcements toKLSE and press conferences. Further updateof the Company’s activities and operationsare also disseminated to shareholders andinvestors through dialogue with analysts,fund managers, investors and the media.
Besides highlighting retail businesspromotional activities, the Company’swebsite (www.jusco.com.my) provides anupdate of the Company’s latestperformance released to KLSE as well asother corporate information to the public.
During the Annual General Meeting,shareholders are usually given a presentationon the Company’s performance and majoractivities that were carried out by theCompany for the year under review. Duringthe meeting, shareholders have theopportunities to enquire and comment onthe Company’s performance and operations.
D) ACCOUNTABILITY AND AUDITFinancial reporting
In its financial reporting via quarterlyannouncements of results, annual financialstatements and annual report presentationincluding the Chairman’s Statement andReview of Operations, the Board of Directorsalways provides a comprehensive assessmentof the Company’s performance and prospectsfor the benefits of shareholders, investors andinterested parties. The Audit Committeealso assists the Board in overseeing theCompany’s financial reporting processes.
Directors’ responsibility statement inrespect of the preparation of the auditedfinancial statements
The Board of Directors is responsible forthe preparation of the financial statementsfor each financial year of the Companywhich give a true and fair view of the stateof affairs of the Company and its resultand cash flow for the financial year ended.
The Board of Directors has ensured thatthe financial statements have beenprepared in accordance with applicableapproved accounting standards in Malaysia,the requirements of the Companies Act1965, KLSE and other regulatory bodies. Inpreparing the financial statements, theBoard of Directors has ascertained thataccounting policies and reasonableprudent judgment and estimates havebeen consistently applied.
The Directors are responsible for keepingproper accounting records which disclosewith reasonable accuracy at any time thefinancial position of the Company and toenable them to ensure that the financialstatements comply with the CompaniesAct, 1965. The Directors have a general
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responsibility for taking such steps as arereasonably open to them to safeguard theassets of the Company, to prevent anddetect fraud and other irregularities.
GOING CONCERN
The Board of Directors confirms that theCompany has adequate resources tocontinue its business in the foreseeablefuture. For this reason, they continue toadopt the going concern basis forpreparing the financial statements.
STATE OF INTERNAL CONTROL
The Statement of Internal Control set outon page 36 of the Annual Report providesan overview of the state of internal controlwithin the Company.
RELATIONSHIP WITH THE EXTERNALAUDITORS
The Board of Directors with the assistanceof the Audit Committee maintains a formaland transparent relationship with theCompany’s External Auditor through theAudit Committee, Board and formalmeetings whereby issues are discussed.
The relationship between the Board andthe External Auditors is also formalizedthrough the Audit Committee’s terms ofreference.
COMPLIANCE WITH MALAYSIAN CODEON CORPORATE GOVERNANCE
The Board of Directors is pleased to statethat the Company was in compliance withall the principles and best practices asadvocated in the Malaysian Code onCorporate Governance during the financialyear under review, save and except forsetting up of a process to evaluate theperformance and effectiveness of the Boardand the individual Director and the disclosureof each individual Director’s remuneration.
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AUDIT COMMITTEE• Chew Kong Seng
@ Chew Kong Huat
• Ramli bin Ibrahim
• Brig. Jen. (B)Dato’ Mohd Idrisbin Saman
DESIGNATIONChairman(Independent Non-Executive Director)
Member(Non-IndependentNon-ExecutiveDirector)
Member(Independent Non-Executive Director)
CONSTITUTION
The Board hereby resolves to establish aCommittee of the Board to be known asthe Audit Committee with the followingterms of reference.
COMPOSITION OF AUDIT COMMITTEE
The Committee shall be appointed by theBoard from among its members and shallconsist of not less than 3 members of whoma majority shall be Independent Directors.
The Committee shall include at least oneperson who is a member of the MalaysianInstitute of Accountants (MIA) or alternativelya person who must have at least 3 years’working experience and have passed theexaminations specified in Part I of the FirstSchedule of the Accountants Act 1967 oris a member of one of the associationsspecified in Part II of the said Schedule.
No alternate Director shall be appointedas a member of the Committee.
The Committee shall elect a Chairpersonfrom amongst its members who shall be anIndependent Non-Executive Director. Inthe event that a member of the AuditCommittee resigns, dies or for any otherreason ceases to be a member, with theresult that the number of members isreduced to below three, the Board ofDirectors shall, within three months ofthat event, appoint such number of newmembers as may be required to make upthe minimum number of three members.
The Board shall review the term of officeof the Committee no less than every threeyears.
MEETINGS
The Committee shall meet at least fourtimes a year. In addition, the Chairpersonshall convene a meeting of the Committeeif requested to do so by any member, themanagement or the internal or externalauditors to consider any matter within thescope and responsibilities of the Committee.
ATTENDANCE AT MEETINGS
The Financial Controller, the Head ofInternal Audit, Company Secretary and arepresentative of the external auditors shallnormally attend meetings. However, theCommittee may invite any person to be inattendance to assist it in its deliberations.
Non-member Directors shall not attendunless specifically invited to by theCommittee.
Te r m s o f R e f e r e n c e o f A u d i t C o m m i t t e e
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SECRETARY TO AUDIT COMMITTEE
The Company Secretary shall be thesecretary of the committee and shall beresponsible for drawing up the agenda inconsultation with the Chairperson. Theagenda together with the relevantexplanatory papers and documents shallbe circulated to the Committee membersone week prior to each meeting.
The secretary shall be responsible forrecording attendance of all members andinvitees, keeping the minutes of themeeting of the Committee, circulatingthem to Committee members and to theother members of the Board of Directorsand for ensuring compliance with KLSErequirements.
REPORTING PROCEDURES
The Committee shall prepare an annualreport to the Board that provides asummary of the activities of theCommittee for inclusion in the Company’sannual report.
The Committee shall assist the Board inpreparing the following for publication inthe Company’s annual report:• Statement of the Company’s application
of the principles set out in Part I of theMalaysian Code on Corporate Governance.
• Statement on the extent of compliancewith the Best Practices on CorporateGovernance set out in Part II of theMalaysian Code on Corporate Governance,specifying reasons for any areas of non-compliance (if any) and the alternativesadopted in such areas.
• Statement on the Board’s responsibilitiesfor preparing the annual audited financialstatements, and
• Statement about the state of internalcontrol of the Company.
Where the Committee is of the view that amatter reported by it to the Board ofDirectors has not been satisfactorilyresolved resulting in a breach of the KLSEListing Requirements, the Committee shallpromptly report such matter to the KLSE.
QUORUM
A quorum shall consist of a majority ofCommittee members present at the meetingwho are Independent Directors.
AUTHORITY
The Committee is authorised by the Boardto:
• Investigate any activity within its termsof reference.
• Have resources, which are reasonablyrequired to enable it to perform its duties.
• Have free access to all information anddocuments it requires for the purposeof discharging its functions andresponsibilities.
• Have direct communication channelswith the external auditors and person(s)carrying out the internal audit functionor activity.
• Obtain outside legal or otherindependent professional advice andsecure the attendance of outsiders withrelevant experience and expertise if itconsiders this necessary.
• Convene meetings with the externalauditors, excluding the attendance ofthe management, whenever deemednecessary.
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DUTIES AND RESPONSIBILITIES
The duties and responsibilities of theCommittee shall be:
• To review the Terms of Reference atleast annually, as conditions dictate.
• To review any financial information forpublication, including quarterly andannual financial statements beforesubmission to the Board of Directors.The review shall focus on:- Any changes in accounting policies
and practices.- Major judgmental areas.- Significant audit adjustments from
the external auditors.- The going concern assumption.- Compliance with accounting standards.- Compliance with stock exchange
and legal requirements.• To review with the external auditors
their audit plan, scope and nature ofaudit for the Company
• The external auditors’ audit report,areas of concern arising from the auditand any other matters the externalauditors may wish to discuss (in theabsence of management if necessary).
• To assess the adequacy andeffectiveness of the systems of internalcontrol and accounting control proceduresof the Company by reviewing the externaland/or internal auditors’ managementletters and management responses.
• To discuss problems and reservationsarising from the interim and final auditsand any matters the auditors may wishto discuss.
• To review the internal audit plan andprocesses, consider the major findingsof internal audit, fraud investigations andactions and steps taken by managementin response to audit findings.
• To review the adequacy and relevanceof the scope, functions and resources ofinternal audit and the necessaryauthority to carry out its work.
• To determine extent of cooperation andassistance given by employees.
• To review any related party transactionsand conflict of interest situations thatmay arise within the Company.
• To consider the appointment of theexternal auditors, the terms of referenceof their appointment and any question ofresignation and dismissal before makingrecommendations to the Board.
• To undertake such other responsibilitiesas may be agreed to by the Committeeand the Board.
• To report to the Board its activities,significant results and findings.
OVERSEEING THE INTERNAL AUDITFUNCTION
The Committee shall oversee all internalaudit functions and is authorised tocommission investigations to be conductedby internal audit as it deems fit. TheInternal Auditor shall report directly to theCommittee and shall have direct accessto the Chairman of the Committee. Allproposals by management regarding theappointment, transfer or dismissal of theInternal Auditor shall require the priorapproval of the Committee.
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The Audit Committee comprises the following members:
Mr. Chew Kong Seng @ Chew Kong Huat (Chairman) Independent Non-Executive DirectorEncik Ramli bin Ibrahim Non-Independent Non-Executive DirectorBrig. Jen. (B) Dato’ Mohd Idris bin Saman Independent Non-Executive Director
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
During the financial year under review, the terms of reference of the Audit Committee have been revised toconform to the Listing Requirements of the KLSE and were approved by the Board at the 53rd Board Meetingon 24 July 2001.
MEETINGS
During the financial year under review, the Audit Committee convened four (4) meetings. The attendancerecords of each member of the Audit Committee are as follows:
The meetings were structured through the use of agendas, which were distributed to members with sufficientnotification.
The Company Secretary was present in all the meetings. Representatives of the External Auditors, Messrs KPMGDesa Megat & Co., the Financial Controller, the Head of Internal Audit, the Compliance Officer, the Accountantand related management personnel attended the meetings upon invitation.
T h e A u d i t C o m m i t t e e
Encik Ramli bin Ibrahim
Mr. Soichi Okazaki (appointed on 24.7.2001; resigned on 24.4.2002)
Brig. Jen. (B) Dato’ Mohd Idris bin Saman (appointed on 24.7.2001)
Mr. Chew Kong Seng @ Chew Kong Huat (appointed on 26.10.2001)
Mr. Masaaki Toyoshima (retired on 19.6.2001)
YBhg Tan Sri Datuk (Dr) Kazumasa Suzuki (retired on 19.6.2001)
Name of Directors
4/4
3/3
3/3
2/2
1/1
0/1
Number of meetings attended/heldduring the member’s term in office
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SUMMARY OF THE AUDIT COMMITTEEACTIVITIES DURING THE YEAR UNDERREVIEW
During the year under review, the AuditCommittee carried out its duties in accordancewith its terms of reference as follows:
1. Reviewed the quarterly unauditedfinancial results and annual auditedfinancial statements before submission tothe Board for consideration and approval.
2. Reviewed the external auditors’ scopeof work and audit plan for the year.
3. Reviewed and discussed the externalauditors’ audit report and areas of concern.
4. Considered the appointment of theexternal auditors and the terms ofreference of their appointment.
5. Reviewed the internal audit plan,considered the major findings ofinternal audit, fraud investigations andactions taken by management inresponse to audit findings.
6. Assessed the adequacy and effectivenessof the system of internal control andaccounting control procedures of theCompany by reviewing the external andinternal auditors’ management letters andmanagement responses.
7. Reviewed the adequacy and relevance ofthe scope, functions and resources ofinternal audit and that it has thenecessary authority to carry out its work.
8. Reviewed related party transactions.9. Reported to the Board on its activities
and significant findings and results.
During the year under review, on 8 January2002, the Audit Committee also held one(1) meeting with the External Auditorswithout the presence of the management,to allow the auditors to discuss any issuesarising from the audit exercise or anyother matters which the external auditorswished to raise.
SUMMARY OF THE INTERNAL AUDITDEPARTMENT’S ACTIVITIES
During the year under review, the InternalAudit department carried out the followingactivities:
1. Presented and obtained approval fromthe Audit Committee, the 3-year internalaudit plan, strategy and scope of work.
2. Reviewed and analysed certain keybusiness processes, reported ineffectivecontrols, and made recommendations toimprove their effectiveness.
3. Monitored and ensured managementimplemented corrective action plans.
4. Monitored compliance with policies andprocedures and reviewed the adequacyand effectiveness of the internal controlstructures of the Company.
5. Assisted the Board of Directors andmanagement on their implementationof the Malaysian Code on CorporateGovernance.
6. Assisted the Board of Directors andmanagement to review the risk policy,control strategies in the organisationand implementation of an enterpriserisk management framework.
7. Carried out investigative assignments.8. Inculcate good risk management practices
throughout the Company.
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BOARD’S RESPONSIBILITIES
The Board of Directors recognizes itsresponsibilities over the Company’s systemof internal controls, covering all itsfinancial and operating activities tosafeguard shareholders’ investment andthe Company’s assets.
The Board has an established on-goingprocess for identifying, evaluating andmanaging the significant risks encounteredby the Company. This process is regularlyreviewed by the Board through its AuditCommittee.
In view of the limitations inherent in anysystem of internal controls, the system isdesigned to manage, rather than toeliminate, the risk of failure to achieve theCompany’s corporate objectives.
The Audit Committee assists the Board toreview the adequacy and integrity of thesystem of internal controls in the Companyand to ensure that an appropriate mix oftechniques is used to obtain the level ofassurance required by the Board. TheAudit Committee presents its findings tothe Board.
THE INTERNAL AUDIT DEPARTMENT
The Audit Committee, assisted by theInternal Audit Department, provides theBoard with the assurance it requires onthe adequacy and integrity of the systemon internal controls. The Internal AuditDepartment independently reviews therisk identification procedures and controlprocesses implemented by the managementand reports to the Audit Committee on aquarterly basis.
The Internal Audit department also carriedout internal control reviews on keyactivities of the Company’s business onthe basis of a three-year internal auditplan that was presented and approved bythe Audit Committee. The internal auditfunction adopts a risk-based approach andprepares its audit strategy and plan basedon the risk profiles of the major businessunits of the Company.
The Audit Committee, via the InternalAudit Department is committed toformalizing an enterprise risk managementframework to create awareness amongall employees on risk identification,evaluation, control and on-going monitoringof their business processes. The process ison-going and conducted through a seriesof risk assessment workshop with eachdepartment and business unit.
SYSTEM OF INTERNAL CONTROLS
The Company’s internal controls, amongothers, include: -
Annual Budget
An annual budget is prepared, and adoptedby the Board, to facilitate monitoring of theCompany’s financial performance. The Boardreviews and monitors, the achievements ofthe Company’s performance covering eachbusiness unit’s performance on a quarterlybasis.
Financial Limits and Approving Authority
The Company has a policy on the financiallimits and approving authority for its revenueand capital expenditure with appropriateapproving authority thresholds to ensureall revenue and capital expenditure are inline with the Company’s overall strategiesand objectives.
S TAT E M E N T O F I N T E R N A L C O N T R O L
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Management Committees And Meetings• Executive Committee
The Executive Committee comprises of thetop team members and is chaired by theManaging Director. The Committee meetsregularly to deliberate on business andoperational issues, which include reviewing,formulating and approving all key businessstrategic measures and policies.
• Business Meeting
The monthly Business Meeting is chairedby the Managing Director, attended by thetop team members including seniormanagement and managers of eachbusiness unit and divisions. Top teammembers including senior management andbusiness units’ managers will present theirrespective business review, operationalperformance review, progress of tasksundertaken, as well as business plans andstrategies. The Financial Controller alsopresent the overall Company’s financialperformance at this meeting.
• Master Plan Meeting
The monthly Master Plan meeting is chairedby the Managing Director and attended bythe managers of each operational divisionand business unit. Detailed operationalissues, marketing plans and strategies arediscussed in this meeting.
• Expenses Control Meeting
The Expenses Control meeting is conductedon a monthly basis and is chaired by theManaging Director. The top team membersincluding senior management and allbusiness units’ managers attend thismeeting. Actual expenses against budgetincluding cost control measures and bestpractices are discussed and reviewed inthe meeting.
• Information Technology SteeringCommittee
The Managing Director chairs the ITSteering Committee and its members arethe senior management and the Company’sco-sourcing IT partner. The committee meetsquarterly to review and prioritize informationtechnology needs and monitors the progressof on-going IT projects.
Project teams
Project teams are set up from time to timeto address business and operationalissues to meet the business objectives andrequirements of the Company.
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O t h e r I n f o r m a t i o n
Material Contracts involving directors andsubstantial shareholders
Material contracts entered into by theCompany which involve Directors’ and majorshareholders’ interests and still subsisting atthe end of the financial year ended 28 February2002 or entered into since the end of theprevious financial year comprise the following:
a) On 12 October 2000, the Company enteredinto a Technical Service Agreement withAEON Co. Ltd. (formerly known as Jusco Co.Ltd.) whereby the Company is granted theexclusive right by AEON Co. Ltd. to use theirtrademark in relation to goods and services.The Company is also granted the non-exclusive right to use the information andknow-how, employed or developed by AEONCo. Ltd. for the management and operationof retail stores, wholesale business andrelated supporting activities. The total cashconsideration paid by the Company toAEON Co. Ltd. for the year under reviewamounted to RM9.295million. AEON Co.Ltd. is a major shareholder of the Company.
b) On 1 July 1997, the Company entered intoa factoring agreement with a relatedcompany, ACS Credit Service (M) Sdn Bhdwhereby the Company’s goods sold oncredit under its easy payment scheme arefactored to ACS Credit Service (M) Sdn Bhd.The debts sold to ACS Credit Service (M)Sdn Bhd are at full value of the goods andupon the terms and conditions as stated inthe factoring agreement. The total value ofthe debts sold to ACS Credit Service (M)Sdn Bhd in the year under reviewamounted to RM5.108 million. Dato’Abdullah bin Mohd Yusof and Encik Ramlibin Ibrahim, both Directors of Jaya JuscoStores Bhd, are also Directors and majorshareholders in ACS Credit Service (M) SdnBhd. AEON Co. Ltd. has an indirect
interest in ACS Credit Service (M) SdnBhd through AEON Credit Service Co. Ltd.
Non Audit Fees
The amount of non-statutory audit fees paid toexternal auditor during the year under reviewis RM112,132, comprising of RM70,000 forhalf year audit and other attestation servicesand RM42,132 for tax services.
Revaluation policy on landed properties
There is no revaluation policy on theCompany’s landed properties. The Companyadopted the transitional provisions issuedby Malaysian Accounting Standards Board(MASB) to retain the carrying amount on thebasis of their previous revaluation as statedin page 68 of this Annual Report.
Profit estimate, forecast or projection
There was no variance between the results forthe financial year and the unaudited resultspreviously announced. The Company did notrelease any profit estimate, forecast orprojections for the financial year under review.
Profit guarantee
During the financial year, there were noprofit guarantees given by the Company.
Imposition of sanctions and/or penalties
There was no sanctions and/or penaltiesimposed on the Company and itsDirectors or management by the relevantregulatory bodies.
Share buyback
During the financial year, there were noshare buyback by the Company.
Options, warrants or convertible securities
The Company has not issued any options,warrants or convertible securities in thefinancial year under review.
American Depository Receipt (ADR) orGlobal Depository Receipt (GDR) programme
During the financial year, the Company didnot sponsor any ADR or GDR programme.
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Financial Statements For TheYear Ended 28 February 2002
JAYA JUSCO STORES BHD (126926-H)
Registered Office : 4th Floor, Menara Kausar, Jalan 3/27A, Seksyen 1, Bandar Baru Wangsa Maju, 53300 Kuala Lumpur.
(Incorporated in Malaysia)
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The Directors have pleasure in submitting their report and the audited financial statements of the Company forthe year ended 28 February 2002.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the operations of a chain of superstores selling a broad range of goodsranging from clothing, food, household goods, other merchandise and shopping center operation. There hasbeen no significant change in the nature of these activities during the financial year.
RESULTSRM
Net profit for the year 53,988,667
RESERVES AND PROVISIONS
There were no material transfers to or from reserves and provisions during the year under review except asdisclosed in the financial statements.
DIVIDEND
Since the end of the previous financial year, the Company paid a first and final dividend of 20% less taxtotalling to RM12,636,000 in respect of the year ended 28 February 2001 on 23 July 2001.
The first and final dividend recommended by the Directors in respect of the year ended 28 February 2002 is 20%less tax totalling RM12,636,000.
DIRECTORS OF THE COMPANY
Directors who served since the date of the last report are:
Dato’ Abdullah bin Mohd YusofToshiji TokiwaSoichi Okazaki (appointed on 19.6.2001)Kamarudin bin Abu HassanMasato Yokoyama (appointed on 26.10.2001)Akihito TanakaRamli bin IbrahimBrig. Jen. (B) Dato’ Mohd Idris bin Saman Datuk Zawawi bin Mahmuddin (appointed on 23.7.2001)Chew Kong Seng @ Chew Kong Huat (appointed on 23.7.2001)Masaaki Toyoshima (retired on 19.6.2001)Tan Sri Datuk (Dr.) Kazumasa Suzuki (retired on 19.6.2001)Motoya Okada (resigned on 26.10.2001)Yoichi Kimura (resigned on 26.10.2001)Fumiaki Sato (appointed on 26.10.2001; resigned on 24.4.2002)
D i r e c t o r s ’ R e p o r tFOR THE YEAR ENDED 28 FEBRUARY 2002
Shareholdings in which Directorshave direct interest
Dato’ Abdullah bin Mohd YusofSoichi OkazakiKamarudin bin Abu HassanMasato YokoyamaAkihito Tanaka
Shareholdings in which Directorshave indirect interest
Dato’ Abdullah bin Mohd YusofRamli bin Ibrahim
The holdings and deemed holdings in the ordinary shares of the Company and of its related corporations ofthose who were Directors at year end as recorded in the Register of Directors’ Shareholdings are as follows:
None of the other Directors holding office at 28 February 2002 had any interest in the ordinary shares of theCompany during the financial year.
In accordance with Article 74 of the Company’s Articles of Association, all Directors shall retire from the Boardat the forthcoming Annual General Meeting and are eligible for re-election.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receiveany benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivableby Directors as shown in the financial statements) by reason of a contract made by the Company or a relatedcorporation with the Director or with a firm of which the Director is a member, or with a company in which theDirector has a substantial financial interest, except for certain Directors who may be deemed to derive a benefit byvirtue of those transactions, advisory services and tenancy between the Company and corporations in which theDirectors are deemed to have interest.
There were no arrangements during and at the end of the financial year which had the object of enabling Directorsof the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or anyother body corporate.
989,0003,000
25,00015,000
150,000
12,568,000150,000
-7,000
---
--
(500,000)----
(1,381,500)-
489,00010,00025,00015,000
150,000
11,186,500150,000
At1.3.2001 Acquired Sold
At28.2.2002
Number of ordinary shares of RM1 each
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ISSUE OF SHARES
There were no changes in the issued and paid-up capital of the Company during the year.
OPTIONS GRANTED OVER UNISSUED SHARES
No options were granted to any person to take up unissued shares of the Company during the year.
SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
During the financial year, the Company entered into a Sale and Purchase Agreement with Country View Berhad(formerly known as Country View Sdn. Bhd.) in respect of the acquisition of a piece of vacant land which is locatedin Taman Universiti, Skudai, Johor, measuring an area of approximately 35,070 square metre (377,490 square feet)for a total cash consideration of RM13,212,150 for the purpose of constructing a new shopping center.
OTHER STATUTORY INFORMATION
Before the financial statements of the Company were made out, the Directors took reasonable steps toascertain that:
i) all known bad debts have been written off and adequate provision made for doubtful debts, andii) all current assets have been stated at the lower of cost and net realisable value.
At the date of this report, the Directors are not aware of any circumstances:
i) that would render the amount written off for bad debts, of the amount of the provision for doubtful debts inthe financial statements of the Company inadequate to any substantial extent, or
ii) that would render the value attributed to the current assets in the Company financial statements misleading,or
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of theCompany misleading or inappropriate, or
iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in thefinancial statements of the Company misleading.
At the date of this report, there does not exist:
i) any charge on the assets of the Company that has arisen since the end of the financial year and which securesthe liabilities of any other person, or
ii) any contingent liability in respect of the Company that has arisen since the end of the financial year.
No contingent liability or other liability of the Company has become enforceable, or is likely to become enforceablewithin the period of twelve months after the end of the financial year which, in the opinion of the Directors, will ormay substantially affect the ability of the Company to meet its obligations as and when they fall due.
In the opinion of the Directors, the results of the operations of the Company for the financial year ended 28 February2002 have not been substantially affected by any item, transaction or event of a material and unusual nature norhas any such item, transaction or event occurred in the interval between the end of that financial year and the dateof this report.
AUDITORS
The auditors, Messrs KPMG Desa Megat & Co., have indicated their willingness to accept re-appointment.
Signed in accordance with a resolution of the Directors:
..................................................................Dato’ Abdullah bin Mohd Yusof
..................................................................Soichi Okazaki
Kuala Lumpur,Date: 24 April 2002
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2002RM
508,629,714175,209
93,023,96325,090,79070,426,584
188,541,337
262,213,917970,490195,020
263,379,427
(74,838,090)
433,966,833
87,750,000339,606,833427,356,833
-6,610,000
433,966,833
Note
23
456
78
910
811
Property, plant and equipmentInvestmentsCurrent assets
InventoriesTrade and other receivablesCash and cash equivalents
Current liabilitiesTrade and other payablesBorrowings (unsecured)Taxation
Net current liabilities
Financed by:Capital and reserves
Share capitalReserves
Shareholders’ funds
Long term and deferred liabilitiesBorrowings (unsecured)Deferred taxation
The financial statements were approved and authorised for issue by the Board of Directors on 24 April 2002.
The notes set out on pages 48 to 61 form an integral part of, and, should be read in conjunction with, thesefinancial statements.
2001RM
517,817,995175,209
82,644,25834,022,036
101,408,524
218,074,818
236,833,79985,953,92110,022,612
332,810,332
(114,735,514)
403,257,690
87,750,000298,762,600386,512,600
10,135,0906,610,000
403,257,690
B a l a n c e S h e e tAT 28 FEBRUARY 2002
2002RM
1,200,636,091696,636
10,379,705(887,201,217)
(80,177,546)(33,135,993)
(129,295,773)
81,901,903(2,391,976)
816,659
80,326,586(26,337,919)
53,988,667
61.5
20.0
2001RM
990,005,989947,246
12,758,550(727,742,511)
(68,636,992)(26,635,354)
(104,452,613)
76,244,315(7,297,094)
443,056
69,390,277(23,353,571)
46,036,706
68.1
20.0
Note
1213
14
15
16
Revenue Other operating incomeChanges in inventoriesNet purchasesStaff costsDepreciationOperating expenses
Operating profitInterest expenseInterest income
Profit before taxTax expense
Net profit for the year
Basic earnings per ordinary share (sen)Dividends per ordinary share - gross (sen)
The notes set out on pages 48 to 61 form an integral part of, and, should be read in conjunction with, thesefinancial statements.
I n c o m e S t a t e m e n tFOR THE YEAR ENDED 28 FEBRUARY 2002
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At 1 March 2000Issue of share capitalRights Issue exercise expensesNet profit for the yearDividends-2000 final
87,750,000---
87,750,000Note 9
Sharecapital
RM58,500,00029,250,000
-- -
108,996,474(508,434)
--
108,488,040
Sharepremium
RM58,385,52051,187,500
(576,546)--
55,351,892---
55,351,892
Revaluationreserve
RM55,351,892
----
Non-distributable Distributable
134,414,234-
53,988,667(12,636,000)
175,766,901
Retainedprofits
RM96,801,528
--
46,036,706(8,424,000)
386,512,600(508,434)
53,988,667(12,636,000)
427,356,833
TotalRM
269,038,94080,437,500
(576,546)46,036,706(8,424,000)
At 28 February 2001/1 March 2001Rights Issue exercise expensesNet profit for the yearDividends-2001 final
At 28 February 2002
S t a t e m e n t o f C h a n g e s I n E q u i t yFOR THE YEAR ENDED 28 FEBRUARY 2002
The notes set out on pages 48 to 61 form an integral part of, and, should be read in conjunction with, thesefinancial statements.
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2002RM
80,326,586
33,135,993(18,229)
2,391,976(816,659)
552,157
115,571,824
(10,379,705)8,931,246
26,768,790
140,892,155(36,165,511)
104,726,644
(24,601,410)119,770816,659
(23,664,981)
(12,636,000)(3,780,648)
(90,259,830)-
(508,434)
(107,184,912)
(26,123,249)95,579,343
69,456,094
18,626,58451,800,000
(970,490)
69,456,094
2001RM
69,390,277
26,635,354(104,029)7,297,094(443,056)
926,041
103,701,681
(12,758,550)1,085,445
76,510,761
168,539,337(29,676,012)
138,863,325
(106,840,992)215,531443,056
(106,182,405)
(8,424,000)(6,808,760)
(39,859,947)30,000,00079,860,954
54,768,247
87,449,1678,130,176
95,579,343
5,527,37095,881,154(5,829,181)
95,579,343
Cash flows from operating activitiesProfit before taxationAdjustments for:
DepreciationGain on disposal of property, plant and equipmentInterest expenseInterest incomeProperty, plant and equipment written off
Operating profit before working capital changes
Changes in working capital:InventoriesTrade and other receivablesTrade and other payables
Cash generated from operationsIncome taxes paid
Net cash generated from operating activities
Cash flows from investing activitiesPurchase of property, plant and equipmentProceeds from disposal of property, plant and equipmentInterest received
Net cash used in investing activities
Cash flows from financing activitiesDividend paid to shareholders of the CompanyInterest paidRepayment of term loansProceeds from term loanProceeds from Rights Issue net of Rights Issue expenses
Net cash (used in)/generated from financing activities
Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Cash and cash equivalents comprise:Cash and bank balancesDeposits with licensed financial institutionsBank overdrafts
C a s h F l o w S t a t e m e n tFOR THE YEAR ENDED 28 FEBRUARY 2002
The notes set out on pages 48 to 61 form an integral part of, and, should be read in conjunction with, thesefinancial statements.
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies are adopted by the Company and are consistent with those adopted inprevious years, except for the early adoption of MASB 19, Events After the Balance Sheet Date (see Note16) whereby the comparative figures have been restated to reflect the impact of the non-recognition ofdividends proposed after the balance sheet date.
(a) Basis of accounting
The financial statements of the Company are prepared in compliance with applicable approvedaccounting standards in Malaysia.
(b) Property, plant and equipment
Property, plant and equipment except for freehold land and construction work-in-progress are statedat cost/valuation less accumulated depreciation.
Surpluses arising from revaluation are dealt with in the property revaluation reserve account. Anydeficit arising is offset against the revaluation reserve to the extent of a previous increase for thesame property. In all other cases, a decrease in carrying amount is charged to the income statement.
Property, plant and equipment retired from active use and held for disposal are stated at the lower ofnet book value and net realisable value.
The carrying amounts of property, plant and equipment are reviewed at each balance sheet date todetermine whether there is any indication of impairment. If such an indication exists, the asset’srecoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of anitem of property, plant and equipment exceeds its recoverable amount. The impairment loss is chargedto the income statement, unless it reverses a previous revaluation, in which case it is charged to equity.Any subsequent increase in recoverable amount is reduced by the amount that would have beenrecognised as depreciation had the write-down or write-off not occurred. Such subsequent increase inrecoverable amount is recognised in the income statement unless if it reverses an impairment loss on arevalued asset, in which case it is taken to equity.
(c) Depreciation
Freehold land and construction work-in-progress are not amortised.
Long term leasehold land is amortised over a period of 93-99 years while buildings are depreciated ona straight-line basis over the shorter of 50 years or the lease period. The straight-line method is usedto write off the cost of the other assets over the term of their estimated useful lives at the followingprincipal annual rates:
N o t e s To T h e F i n a n c i a l S t a t e m e n t s
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BuildingsStructuresOffice equipmentMachinery and equipmentFurnitures, fixtures and fittingsMotor vehiclesIT equipment
(d) Investments
Long term investments are stated at cost. An allowance is made when the Directors are of the viewthat there is a diminution in their value which is other than temporary.
(e) Inventories
Inventories are stated at the lower of cost and net realisable value with weighted average cost beingthe main basis for cost. Cost comprises the weighted average cost of merchandise derived at by usingthe Retail Inventory Method. Weighted average cost includes related charges incurred in purchasingsuch merchandise.
(f) Affiliated company
An affiliated company is a company that holds a long term equity interest of 20% to 50% in theCompany.
(g) Foreign currency transactions
Transactions in foreign currencies are translated to Ringgit Malaysia at rates of exchange ruling at thedate of the transactions. Assets and liabilities denominated in foreign currencies at the balance sheetdate are translated to Ringgit Malaysia at the foreign exchange rates ruling at that date. Foreignexchange differences arising on translation are recognized in the income statement.
The closing rates used in the translation of foreign currency assets and liabilities are as follows:
USD 1Japanese Yen 100
2% - 5%5%
10%10% - 20%
20%20%20%
2002RM3.802.90
2001RM3.803.50
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(h) Taxation
The tax expense in the income statement represents taxation at current tax rates based on profitearned during the year.
Deferred taxation is provided on the liability method for all timing differences except where no liabilityis expected to arise in the foreseeable future and there are no indications the timing differences willreverse thereafter. Deferred tax benefits are only recognized where there is a reasonable expectationof realisation in the near future.
(i) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, balances with banks and highly liquid investmentswhich have an insignificant risk of changes in value. For the purpose of the cash flow statement, cashand cash equivalents are presented net of bank overdrafts.
(j) Revenuei) Goods sold and services rendered
Revenue from the sale of goods represents gross trading sales, including concessionaires lessreturns and discounts and is recognized in the income statement when the significant risks andrewards of ownership have been transferred to the buyer.
Property management services from shopping center operation which include rental income, servicecharge and sales commission earned is recognized on an accrual basis.
ii) Interest income
Interest income is recognized in the income statement as it accrues, taking into account theeffective yield on the asset.
(k) Expensesi) Operating lease payments
Payments made under operating leases are recognized in the income statement on a straight-line basisover the term of the lease.
ii) Financing costs
All interest and other costs incurred in connection with borrowings are expensed as incurred.
Balance at1.3.2001
RM
20,419,26260,761,004
126,003,41318,891,139
175,339,88246,264,769
4,706,80682,326,08892,679,829
3,343,614462,771572,743
631,771,320
Cost/ValuationFreehold land at costLeasehold land at valuationBuildings at valuationLeasehold land at costBuildings at costStructuresOffice equipmentMachinery and equipmentFurnitures, fixtures and fittingsMotor vehiclesIT equipmentConstruction work-in-progress
AdditionRM
451,380---
464,0453,865,925
309,6496,476,1965,325,505
900,843-
6,807,867
24,601,410
(Disposal/write off)
RM
---- -
(114,436)(75,147)
(1,229,549)(1,738,084)
(193,199)--
(3,350,415)
Transferin/(out)
RM
-----
749,770(54,517)669,515499,498
-54,517
(1,918,783)
-
Balance at28.2.2002
RM
20,870,64260,761,004
126,003,41318,891,139
175,803,92750,766,028
4,886,79188,242,25096,766,748
4,051,258517,288
5,461,827
653,022,315
2. PROPERTY, PLANT AND EQUIPMENT
Balance at1.3.2001
RM
4,272,13817,908,090
1,033,53919,910,388
3,485,3692,217,047
17,906,26944,584,366
2,353,151282,968
113,953,325
Accumulated depreciationLeasehold land at valuationBuildings at valuationLeasehold land at costBuildings at costStructuresOffice equipmentMachinery and equipmentFurnitures, fixtures and fittingsMotor vehiclesIT equipment
Charge forthe year
RM
613,6852,520,068
190,8004,240,9462,426,654
430,5498,525,989
13,466,794622,961
97,547
33,135,993
(Disposal/write off)
RM
----
(18,302)(41,951)
(1,100,163)(1,392,958)
(143,343)-
(2,696,717)
----
1,300(454)
(1,300)--454
-
Transferin/(out)
RM
Balance at28.2.2002
RM
4,885,823 20,428,158
1,224,33924,151,334
5,895,0212,605,191
25,330,79556,658,202
2,832,769380,969
144,392,601
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Unquoted shares, at costGolf membershipEquity investment
2002RM
45,209130,000
175,209
2001RM
45,209130,000
175,209
Freehold land at costLeasehold land at valuationBuildings at valuationLeasehold land at costBuildings at costStructuresOffice equipmentMachinery and equipmentFurnitures, fixtures and fittingsMotor vehiclesIT equipmentConstruction work-in-progress
2002RM
20,870,64255,875,181
105,575,25517,666,800
151,652,59344,871,007
2,281,60062,911,45540,108,546
1,218,489136,319
5,461,827
508,629,714
Net Book Value Depreciation
2001RM
20,419,26256,488,866
108,095,32317,857,600
155,429,49442,779,400
2,489,75964,419,81948,095,463
990,463179,803572,743
517,817,995
2001RM
-613,686
2,521,511190,800
3,588,0681,289,368
501,6785,665,856
10,738,287551,566974,534
-
26,635,354
One of the buildings of the Company is situated on land belonging to a third party. The title deed of afreehold land on which one of the Company’s buildings is situated is still in the process of beingtransferred to the Company.
The leasehold land and buildings are stated at Directors’ valuation based on professional valuation carriedout by an independent firm of valuers in February 1995 using the open market value and on an existing usebasis. In accordance with the transitional provisions issued by Malaysian Accounting Standards Board(“MASB”) upon adoption of International Accounting Standard No. 16 (Revised), “Property, Plant andEquipment”, the valuation of these assets have not been updated, and they continue to be stated at theirexisting carrying amounts less accumulated depreciation.
Had the leasehold land and buildings been carried at historical cost less accumulated depreciation, thecarrying amount of the revalued assets that would have been included in the financial statements at theend of the year would be as follows:
Long term leasehold landBuildings
2002RM
9,935,67767,321,816
77,257,493
2001RM
10,052,39669,017,739
79,070,135
3. INVESTMENTS
Included in trade receivables is an amount of RM703,909 (2001 - RM533,398) due from companies withcommon Directors.
Trade receivables amounting to RM2,500 (2001 - RM76,677) have been written off against the allowancefor doubtful debts during the year.
Included in other receivables and prepayments is an amount of RM61,890 (2001 - RM57,161) due fromcompanies with common Directors.
The affiliated company is AEON Co. Ltd. (formerly known as Jusco Co. Ltd.), a company incorporated inJapan. The amount due to affiliated company is non-trade in nature, unsecured, interest free and has nofixed terms of repayment.
Included in other payables and accrued expenses is an amount of RM8,934 (2001 - nil) due to a companywith common Director.
4. INVENTORIES
At cost:Retail merchandiseFood and others
2002RM
65,244,83427,779,129
93,023,963
2001RM
61,042,398 21,601,860
82,644,258
5. TRADE AND OTHER RECEIVABLES
Trade receivablesLess: Allowance for doubtful debts
Other receivables and prepaymentsRental and utility deposits
2002RM
9,464,233(745,200)
8,719,0334,534,023
11,837,734
25,090,790
2001RM
7,421,277(447,700)
6,973,57715,833,12711,215,332
34,022,036
6. CASH AND CASH EQUIVALENTS
Cash and bank balancesDeposits with licensed financial institutions
2002RM
18,626,58451,800,000
70,426,584
2001RM
5,527,37095,881,154
101,408,524
7. TRADE AND OTHER PAYABLES
Trade payablesOther payables and accrued expensesRental and utility depositsAffiliated company
2002RM
190,383,82943,460,89428,181,002
188,192
262,213,917
2001RM
164,673,66045,168,14926,715,927
276,063
236,833,799
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8. BORROWINGS (UNSECURED)
Current:Term loansBank overdrafts
Non-current:Term loans
Terms and debt repayment scheduleThe term loans and bank overdrafts of the Company are subject to interest at 0.5% to 0.625% (2001 -0.34% to 0.75%) above the lender’s base lending rates. The term loans were fully repaid during the year.
Term loans in previous year of RM60,259,830 were denominated in United States Dollar, unsecured andwere subject to interest ranging from 0.34% to 0.75% above the prevailing Singapore interbank rates orcost of funds of the lender banks where applicable.
2002RM
-970,490
970,490
-
2001RM
80,124,7405,829,181
85,953,921
10,135,090
9. SHARE CAPITAL
Ordinary shares of RM1.00 each:Authorised
Issued and fully paidOpening balanceRights Issue during the year
Closing balance
During the previous financial year, the Company completed a Rights Issue of 29,250,000 new ordinaryshares of RM1.00 each at an issued price of RM2.75 each per ordinary share on the basis of one newordinary share of RM1.00 each for every two existing ordinary shares of RM1.00 each.
Utilisation of proceeds from Rights IssueAt an issue price of RM2.75 for each share, the Company had raised gross proceeds amounted toRM80,437,500. The utilisation of proceeds as at 28 February 2002 is as follows:
2002RM
100,000,000
87,750,000-
87,750,000
2001RM
100,000,000
58,500,00029,250,000
87,750,000
Repayment of bank borrowingsWorking capital purposesRights Issue exercise expenses
51,50827,834
1,096
80,438
Revisedutilisation
RM’00051,50027,138
1,800
80,438
Approvedutilisation
RM’000
ActualutilisedRM’00051,50827,834
1,096
80,438
10. RESERVES
11. DEFERRED TAXATION
The deferred tax in respect of the revaluation of leasehold land and building of approximately RM2.8 million(2001 - RM2.8 million) has not been provided for as the leasehold land and building is held for long term use.
Subject to agreement of the Inland Revenue Board, the Company has sufficient Section 108 tax credit and taxexempt income to frank all its retained profits at 28 February 2002 if paid out as dividends.
Opening balanceTransfer to income statement
Closing balance
2002RM
6,610,000-
6,610,000
2001RM
4,026,0002,584,000
6,610,000
Sharepremium
RM58,385,52051,187,500
(576,546)--
108,996,474
(508,434)--
108,488,040
Revaluationreserve
RM55,351,892
----
55,351,892
---
55,351,892
Non-distributable Distributable
Retainedprofits
RM96,801,528
--
46,036,706(8,424,000)
134,414,234
-53,988,667
(12,636,000)
175,766,901
TotalRM
210,538,94051,187,500
(576,546)46,036,706(8,424,000)
298,762,600
(508,434)53,988,667
(12,636,000)
339,606,833
At 1 March 2000Issue of share capitalRights Issue exercise expensesNet profit for the yearDividends-2000 final
At 28 February 2001/1 March 2001
Rights Issue exercise expensesNet profit for the yearDividends-2001 final
At 28 February 2002
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12. OPERATING PROFIT
Operating profit is arrived at after crediting:Bad debts recoveredGain on foreign exchange - realisedGain on disposal of property, plant and equipmentRental income on shopping center operation
and after chargingAllowance for doubtful debtsAuditors’ remunerationBad debts written offDepreciationDirectors’ emoluments
- remuneration- fees
Property, plant and equipment written offRealised loss on foreign exchangeRental expense
- land- buildings- motor vehicles- equipment- fixtures and fittings- hostel
Royalties payable to affiliated company
2002RM
--18,229
81,810,311
300,000100,000
-33,135,993
781,5651,135,000
552,15774,799
1,022,08227,470,226
3,182,592527,700332,552921,309
9,295,260
2001RM
39,75727,228
104,02969,425,622
100,00095,000
184,37526,635,354
641,931660,000926,041
-
571,81923,202,823
2,570,588410,000301,467891,778
7,854,484
13. INTEREST EXPENSE
Term loansBank overdrafts
2002RM
2,382,0699,907
2,391,976
2001RM
7,292,9074,187
7,297,094
i) The estimated monetary value of other benefits not included in salaries and other emolumentsreceived by the Directors of the Company is RM31,091 (2001 - RM21,000).
ii) The number of employees of the Company (including Directors) at the end of the financial year was4,576 (2001 - 4,365).
14. TAX EXPENSE
15. EARNINGS PER ORDINARY SHARE
Current tax expenseDeferred taxation (Note 11)
2002RM
26,337,919-
26,337,919
2001RM
20,769,5712,584,000
23,353,571
16. DIVIDENDS
Proposed first and final dividend of 20% less28% tax (2001 - 20% less 28% tax)
2002RM
12,636,000
2001RM
12,636,000
Net profit attributable to ordinary shareholders
Weighted average number of ordinary shares outstanding
2002RM
53,988,667
87,750,000
2001RM
46,036,706
67,595,724
Issued ordinary shares at beginning of yearAdjustment for effect of Rights Issue
Weighted average number of ordinary shares
200287,750,000
-
87,750,000
200158,500,000
9,095,724
67,595,724
The Company’s effective tax rate is higher than the prima facie tax rate as certain expenses are notdeductible for tax purposes.
Basic earnings per share is calculated by dividing the net profit attributable to shareholders by theweighted average number of ordinary shares outstanding during the year.
The weighted average number of ordinary shares outstanding adjusted for the Rights Issue as if the eventhad occurred in the beginning of the prior year is as follows:
The proposed final dividend has not been accounted for in the financial statements.
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17. SEGMENTAL REPORTING
2001RetailingProperty management services
Analysis by activity:
2002RetailingProperty management services
RevenueRM
1,107,158,15793,477,934
1,200,636,091
909,775,04980,230,940
990,005,989
Profitbefore
taxationRM
49,022,25431,304,332
80,326,586
47,763,97621,626,301
69,390,277
Grossassets
employedRM
413,920,564283,425,696
697,346,260
454,374,669281,693,353
736,068,022
There is no segmental analysis by geographical location as the Company’s operations are principallylocated in Malaysia. The business segment analysis is as follows:
18. OPERATING LEASES
19. COMMITMENTS
Less than one yearBetween one and five yearsMore than five years
2002RM
24,132,560105,458,256231,624,266
361,215,082
2001RM
22,977,73898,186,194
263,014,896
384,178,828
Capital commitments: Property, plant and equipment
Authorised and contracted forAuthorised but not contracted for
2002RM
44,581,03031,437,010
76,018,040
2001RM
7,931,0846,136,170
14,067,254
Leases as lesseeTotal future minimum lease payments under non-cancellable operating leases are as follows:
The Company leases a number of land and buildings under operating leases. The leases typically run foran initial period of 15 to 25 years, with an option to renew the leases for another 15 years.
Other than the above, the Company also leases two levels of store space in a shopping mall underoperating lease. The lease is for an initial period of twelve years, with an option to renew the lease foranother twelve years. The Company also has the option to terminate the lease after the third year in theevent certain conditions stipulated in the lease agreement is not fulfilled. The rental is based on the grossmonthly sales.
Balances
With companies in which Dato’ Abdullah bin Mohd Yusof,a Director, has interest:
Group Parking Sdn. Bhd.Amount due from in respect of rental income receivable
Abdullah & ZainudinAmount due to in respect of legal fees payable
Laura Ashley (Malaysia) Sdn. Bhd.Amount due from in respect of management fee receivableAdvances owing from
ACS Credit Service (M) Sdn. Bhd.Amount due from in respect of sales through
easy payment scheme financingAdvances owing from
With companies in which Ramli bin Ibrahim,a Director, has interest:
Laura Ashley (Malaysia) Sdn. Bhd.Amount due from in respect of management fee receivableAdvances owing from
ACS Credit Service (M) Sdn. Bhd.Amount due from in respect of sales through
easy payment scheme financingAdvances owing from
With company in which Kamarudin bin Abu Hassan,a Director, has interest:
Laura Ashley (Malaysia) Sdn. Bhd.Amount due from in respect of management fee receivableAdvances owing from
20. RELATED PARTIES
Identity of related partiesThe Company has a related party relationship with its Directors and affiliated company.
Transactions with DirectorsSignificant transactions and balances with companies in which certain Directors have interest other thanthose disclosed elsewhere in the financial statements are as follows:
2002RM
-
8,934
8,63842,048
703,90911,204
8,63842,048
703,90911,204
8,63842,048
2001RM
68,000
-
7,17639,904
465,39810,081
7,17639,904
465,39810,081
7,17639,904
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Transactions
With companies in which Dato’ Abdullah bin Mohd Yusof,a Director, has interest:
Group Parking Sdn. Bhd.Rental income receivable
Abdullah & ZainudinLegal fees payable
Laura Ashley (Malaysia) Sdn. Bhd.Management fee receivableRental income receivable
ACS Credit Service (M) Sdn. Bhd.Sales through easy payment scheme financing
With companies in which Ramli bin Ibrahim,a Director, has interest:
Laura Ashley (Malaysia) Sdn. Bhd.Management fee receivableRental income receivable
ACS Credit Service (M) Sdn. Bhd.Sales through easy payment scheme financing
With company in which Kamarudin bin Abu Hassana Director, has interest:
Laura Ashley (Malaysia) Sdn. Bhd.Management fee receivableRental income receivable
The above transactions have been entered into in the normal course of business and have beenestablished under negotiated terms.
2002RM
-
12,813
127,500353,000
5,108,359
127,500353,000
5,108,359
127,500353,000
2001RM
840,400
-
144,444317,700
5,297,627
144,444317,700
5,297,627
144,444317,700
Other related party transactionsSignificant related party transactions other than those disclosed elsewhere in the financial statements areas follows:
These transactions have been entered into in the normal course of business and have been establishedunder negotiated terms.
TransactionsAffiliated company
Royalties expenses
2002RM
9,295,260
2001RM
7,854,484
Balance sheetProposed dividendReserves
Statements of changes in equityRetained profits at 1 March 2000Dividends paid - 2000 finalRetained profits at 28 February 2001
22. COMPARATIVE FIGURES
The following comparatives have been restated to reflect the treatment of proposed dividends inaccordance with MASB 19 on Events After the Balance Sheet Date.
21. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
During the financial year, the Company entered into a Sale and Purchase Agreement with Country ViewBerhad (formerly known as Country View Sdn. Bhd.) in respect of the aquisition of a piece of vacant landwhich is located in Taman Universiti, Skudai, Johor, measuring an area of approximately 35,070 squaremetre (377,490 square feet) for a total cash consideration of RM13,212,150 for the purpose of constructinga new shopping center.
Asrestated
RM
-298,762,600
96,801,528(8,424,000)
134,414,234
Aspreviously
statedRM
12,636,000286,126,600
88,377,528(12,636,000)121,778,234
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In the opinion of the Directors, the financial statements set out on pages 44 to 61, are drawn up in accordancewith applicable approved accounting standards in Malaysia so as to give a true and fair view of the state ofaffairs of the Company at 28 February 2002 and of the results and cash flows of the Company for the year endedon that date.
Signed in accordance with a resolution of the Directors:
..................................................................Dato’ Abdullah bin Mohd Yusof
..................................................................Soichi Okazaki
Kuala Lumpur,Date: 24 April 2002
S t a t e m e n t b y D i r e c t o r sPURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
I, Soichi Okazaki, the Director primarily responsible for the financial management of Jaya Jusco Stores Bhd.,do solemnly and sincerely declare that the financial statements set out on pages 44 to 61, are, to the best ofmy knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to betrue, and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed in Kuala Lumpur on 24 April 2002.
Before me:
Soichi Okazaki
S t a t u t o r y D e c l a r a t i o nPURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
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We have audited the financial statements set out on pages 44 to 61. The preparation of the financial statementsis the responsibility of the Company’s Directors. Our responsibility is to express an opinion on the financialstatements based on our audit.
We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standardsrequire that we plan and perform the audit to obtain all the information and explanations which we considernecessary to provide us with evidence to give reasonable assurance that the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence relevant to the amounts anddisclosures in the financial statements. An audit also includes an assessment of the accounting principles usedand significant estimates made by the Directors as well as evaluating the overall adequacy of the presentationof information in the financial statements. We believe our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act,1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of:
i) the state of affairs of the Company at 28 February 2002 and its results and cash flows for the yearended on that date; and
ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financialstatements of the Company; and
(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by theCompany have been properly kept in accordance with the provisions of the said Act.
Kuala Lumpur,Date: 24 April 2002
KPMG Desa Megat & Co.Firm Number: AF 0759Chartered Accountants
Dato’ Mohammad Aidid bin Mohd ShariffPartnerApproval Number: 930/6/02(J/PH)
R e p o r t o f T h e A u d i t o r sTO THE MEMBERS OF JAYA JUSCO STORES BHD.
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A n a l y s i s o f S h a r e h o l d i n g sANALYSIS OF SHAREHOLDINGS AS AT 29TH APRIL, 2002
Authorised Share Capital : RM100,000,000
Paid-up Share Capital : RM87,750,000
Class of Shares : Ordinary Share of RM1 each
Voting Rights : 1 vote per Ordinary Share
Size of No. of % of No. of % of Shareholdings Shareholders/ Shareholders/ Shares Held Issued Capital
Depositors Depositors
Substantial shareholders as per Register of Substantial Shareholders as at 29th April, 2002
No. Name No. of shares Percentage
1. AEON Co. Ltd. 38,425,500 43.7897
2. Dato’ Abdullah bin Mohd Yusof *11,430,500 13.0262
3. Pelita Dekad Sdn Bhd 9,412,500 10.7265
* Includes deemed interest in the shares by virtue of Section 6A(4)(c) of the Companies Act, 1965.
Directors’ Interests as at 29th April, 2002
No. Name Direct Interest Indirect Interest
1. Dato’ Abdullah bin Mohd Yusof 279,000 11,151,500
2. Akihito Tanaka 150,000 -
3. Kamarudin Bin Abu Hassan 25,000 -
4. Ramli Bin Ibrahim - 150,000
5. Soichi Okazaki 10,000 -
6. Masato Yokoyama 15,000 -
0.0060
2.9774
6.1630
29.5014
61.3521
100.0000
5,292
2,612,708
5,408,000
25,887,500
53,836,500
87,750,000
4.6479
80.2113
10.8451
4.0845
0.2113
100.0000
66
1139
154
58
3
1420
1-999
1,000-10,000
10,001-100,000
100,001-4,387,499
4,387,500 and above
Total
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L i s t o f 3 0 L a r g e s t S h a r e h o l d e r sTOP THIRTY SHAREHOLDERS AS AT 29TH APRIL, 2002
1. AEON Co. Ltd. (formerly known as JUSCO Co. Ltd.)
2. Pelita Dekad Sdn. Bhd.
3. Amanah Raya Nominees (Tempatan) Sdn. Bhd.Skim Amanah Saham Bumiputera
4. Malaysia Nominees (Tempatan) Sendirian BerhadGreat Eastern Life Assurance (Malaysia) Berhad (MLF)
5. Picarda Holdings Sdn. Bhd.
6. Bumiputra-Commerce Nominees (Tempatan) Sdn. Bhd.Pledged Securities Account For Status Resources Sdn. Bhd.(4933 JTRK)
7. HSBC Nominees (Asing) Sdn. Bhd.BOB HK For Arisaig Asean Fund Limited
8. Syarikat Maluri Sdn. Bhd.
9. MCIS Insurance Berhad
10. Rozilawati Binti Haji Basir
11. Rozana Zeti Binti Basir
12. Roshayati Binti Basir
13. HSBC Nominees (Asing) Sdn. Bhd.JPMCB For Richard Driehaus
14. Employees Provident Fund Board
15. Universal Trustee (Malaysia) BerhadSBB Retirement Balanced Fund
38,425,500
9,412,500
5,998,500
2,505,000
2,388,500
1,739,000
1,275,000
1,195,500
1,177,500
675,000
675,000
675,000
673,000
632,000
630,000
43.7897
10.7265
6.8359
2.8547
2.7219
1.9818
1.4530
1.3624
1.3419
0.7692
0.7692
0.7692
0.7670
0.7202
0.7179
No. Name of shareholders No. of shares % of shares held
continued on next page
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16. HSBC Nominees (Asing) Sdn. Bhd. 630,000 0.7179Genesis Malaysia Maju Fund Limited
17. John Hancock Life Insurance (Malaysia) Berhad 624,000 0.7111
18. Takuya Okada 600,000 0.6838
19. Malaysia Nominees (Tempatan) Sendirian Berhad 598,000 0.6815Great Eastern Life Assurance (Malaysia) Berhad (MLF2)
20. Malaysian Assurance Alliance Berhad 490,000 0.5584As Beneficial Owner (Growth Fund)
21. HSBC Nominees (Asing) Sdn. Bhd. 482,000 0.5493HSBCIT HK For JF Eastern Smaller Companies Fund (SEA)
22. HSBC Nominees (Tempatan) Sdn. Bhd. 436,000 0.4969HSBC (M) Trustee Bhd For OSK-UOB Small Cap Opportunity Unit Trust (3548)
23. HLG Nominee (Tempatan) Sdn. Bhd. 420,500 0.4792HLG Asset Management Sdn. Bhd. For Pertubuhan Keselamatan Sosial (2050)
24. Selidik Jaya Sdn. Bhd. 400,000 0.4558
25. Amanah Raya Berhad 378,000 0.4308Arab-Malaysian First Fund
26. SBBAM Nominees (Tempatan) Sdn. Bhd. 378,000 0.4308Kumpulan Wang Amanah Pencen
27. BHLB Trustee Berhad 377,000 0.4296TA Growth Fund
28. Hidenori Futagi 300,000 0.3419
29. RHB Capital Nominees (Tempatan) Sdn. Bhd. 300,000 0.3419Pledged Securities Account For Raja Aznin Bin Raja Ahmad (CEB)
30. Amanah Raya Nominees (Tempatan) Sdn. Bhd. 272,000 0.3100Kuala Lumpur Smallcap Fund
Total 74,762,500 85.1994
No. Name of shareholders No. of shares % of shares held
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Location
Lot 7041,Mukim of Bukit Baru,District ofMelaka Tengah,Melaka.
Lot 23551, Mukim of Setapak,District and State ofWilayah Persekutuan.
Lot PT 21441,Mukim of Kapar,District of Klang,Selangor.
Lot 51105,Mukim of Ulu Kinta,District of Kinta,Perak.
Leaseholdcommercial land/Existing two-storeyshopping complexExtension/Renovation
Leaseholdcommercial land/Two-storeyshopping complexand two-storeycar park
Leaseholdcommercial land/Two-storey shoppingcomplex andone-storey car park
Freehold land/Two-storey shoppingcomplex and twostorey car park
436,036/
200,316
179,989
368,516/666,694
643,753/643,753/
609,840/794,806
10
31/2
9
6
5
February 95(R)
February 95(R)
99 yearsexpiring on19.12.2089
95 yearsexpiring on28.03.2085
99 yearsexpiring on09.05.2093
Freehold
64,331,365
97,119,071
74,086,386
88,778,662
Description/Existing use
Land/Built-uparea(sq ft)
Date ofAcquisition(A)/Completion (C)/Revaluation (R)
Approx.age ofbuilding(year)
Tenure(Year ofexpiry forleasehold)
Net bookvalue asas 28/2/2002(RM)
P a r t i c u l a r s o f P r o p e r t i e sDETAILS OF JAYA JUSCO STORES BHD.’S PROPERTIES AS AT 28 FEBRUARY 2002 ARE SET OUT BELOW:
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J AYA J U S C O D i r e c t o r ySTORES
JAYA JUSCO Taman MaluriJalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur.Tel: 03-9285 5222.
JAYA JUSCO Bandar UtamaNo. 1, Lebuh Bandar Utama, Bandar Utama, 47800 Petaling Jaya,Selangor Darul Ehsan. Tel: 03-7726 6266.
JAYA JUSCO MelakaMukim Bukit Baru, Daerah Melaka Tengah, 75450 Melaka.Tel: 06-232 4899.
JAYA JUSCO Bandar Baru KlangPersiaran Bukit Raja 2, Bandar Baru Klang, 41150 Klang, Selangor Darul Ehsan. Tel: 03-3343 9366.
JAYA JUSCO Wangsa MajuJalan R1, Seksyen 1, Bandar Baru Wangsa Maju, 53300 Kuala Lumpur. Tel: 03-4149 7666.
JAYA JUSCO IpohNo.2, Jalan Teh Lean Swee, Off Jalan Sultan Azlan Shah Utara, 31400Ipoh, Perak Darul Ridzuan. Tel: 05-549 9633.
JAYA JUSCO Mid Valley1st Floor, Jaya Jusco Mid Valley, AT3 Mid Valley Megamall, MidValley City, 58000 Kuala Lumpur. Tel:03-2284 4800.
JAYA JUSCO Bandar PuchongBatu 9, Jalan Puchong, Bandar Puchong Jaya, 47100 Puchong,Selangor Darul Ehsan. Tel: 03-8070 1200.
SHOPPING CENTERS (ADDRESSES AS ABOVE)
JAYA JUSCO TAMAN MALURI SHOPPING CENTERTaman Maluri
1-UTAMA SHOPPING CENTERBandar Utama
JAYA JUSCO MELAKA SHOPPING CENTERMelaka
BUKIT RAJA SHOPPING CENTERBandar Baru Klang
ALPHA ANGLE SHOPPING CENTER Wangsa Maju
KINTA CITY SHOPPING CENTERIpoh
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H i g h l i g h t s o f t h e Ye a r
Signing Ceremony for Taman Universiti Project between Jaya Jusco Stores Bhd and Country View Berhad on29 October 2001.
Teenage Ambassadors of Malaysia to Japan, a cultural exchange and environment awarenessprogramme, sponsored by AEON (1% Club).
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1984 JAYA JUSCO STORES SDN. BHD.established, in response to a requestfrom Prime Minister Y.A.B. Dato’ SeriDr Mahathir bin Mohamad, to helpmodernise the retailing industry inMalaysia.
1985 JUNEThe first pilot store, JAYA JUSCODayabumi, opened.DECEMBERThe second pilot store, JAYA JUSCOTaman Tun, opened.
1989 JUNEJAYA JUSCO Dayabumi closed.OCTOBERThe first Superstore, JAYA JUSCOTaman Maluri, opened.
1990 JUNE“Management Trainee Programme” inJapan begun.NOVEMBER28 Malaysian students invited toJapan as “Ambassadors” through theAEON “1% Club” Programme.
1991 OCTOBERJAYA JUSCO Melaka was openedand fully operated by Malaysian staffonly. The AEON Group’s “HometownForest” programme was launchedsimultaneously at the inauguration ofJAYA JUSCO Melaka.
1992 APRILJAYA JUSCO Wangsa Maju (AlphaAngle Shopping Center) our firstShopping Center, opened.
1994 AUGUSTOur Distribution Center begun operations.OCTOBERJapanese Trainer Programme begun.
1995 JUNEJAYA JUSCO Taman Tun closed.AUGUSTJAYA JUSCO Bandar Utama(1-Utama Shopping Center) opened.OCTOBERJAYA JUSCO Bandar Baru Klang(Bukit Raja Shopping Center) opened.
1996 DECEMBERJAYA JUSCO STORES BHD was listedon the main board of the KLSE.
1997 AUGUSTJAYA JUSCO Ipoh (Kinta City ShoppingCenter) opened.
1998 DECEMBERJAYA JUSCO Melaka Shopping Centeropened.
1999 DECEMBERJAYA JUSCO Mid Valley opened.
2000 DECEMBERJAYA JUSCO Taman Maluri ShoppingCenter re-opened.JAYA JUSCO Bandar Puchong opened.
2001 OCTOBERLaunch of WAOH Fund JUSCO Fest 17thAnniversary.Jaya Jusco Stores Berhad signs agreementwith Country View Berhad on TamanUniversiti, Johor Bahru project.NOVEMBER22 Malaysian students and 2 elders(students who participated in 1990)invited to Japan as “Ambassadors” throughthe AEON “1% Club” Programme.
M i l e s t o n e s
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1. To receive and adopt the Audited Financial Statements for the yearended 28 February 2002 together with the Reports of the Directorsand Auditors thereon.
2. To declare a first and final dividend of 20% per share less 28%income tax for the year ended 28 February 2002.
3. To approve the payment of Directors’ Fees.
4. To re-elect the following Directors retiring under Article 74 of theCompany’s Articles of Association :-i) Dato’ Abdullah Bin Mohd Yusofii) Mr Toshiji Tokiwaiii) Mr Soichi Okazakiiv) Encik Kamarudin Bin Abu Hassanv) Mr Masato Yokoyamavi) Mr Akihito Tanakavii) Encik Ramli Bin Ibrahimviii) Brig. Jen. (B) Dato’ Mohd Idris Bin Samanix) Datuk Zawawi Bin Mahmuddinx) Mr Chew Kong Seng @ Chew Kong Huat
5. To re-appoint Messrs KPMG Desa Megat & Co. as Auditors of theCompany and to authorise the Directors to fix their remuneration.
Ordinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3
Ordinary Resolution 4Ordinary Resolution 5Ordinary Resolution 6Ordinary Resolution 7Ordinary Resolution 8Ordinary Resolution 9Ordinary Resolution 10Ordinary Resolution 11Ordinary Resolution 12Ordinary Resolution 13
Ordinary Resolution 14
NOTICE IS HEREBY GIVEN that the Seventeenth Annual General Meeting of JAYA JUSCO Stores Bhd will be heldat Level 2, Junior Ballroom 1, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on Tuesday, 18 June 2002 at10.30 a.m. for the following purposes:-
A G E N D AAs Ordinary Business
N o t i c e O f A n n u a l G e n e r a l M e e t i n g
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Ordinary Resolution 15
6. ORDINARY RESOLUTION- PROPOSED SHAREHOLDERS’ RATIFICATION AND PROPOSED
SHAREHOLDERS’ MANDATE FOR THE RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
“THAT subject always to the Companies Act, 1965, the Memorandumand Articles of Association of the Company and the ListingRequirements of the Kuala Lumpur Stock Exchange, approval be andis hereby given to the Company, to enter and give effect to the recurrentrelated party transactions of a revenue or trading nature (hereinafter tobe referred to as “Recurrent Transactions”) with the Related Parties asstated in Section 2.2 of the Circular to Shareholders dated 28 May 2002which are necessary for the Company’s day-to-day operations subjectfurther to the following:-
(i) the Recurrent Transactions comtemplated are in the ordinary courseof business and on terms which are not more favourable to RelatedParties than those generally available to the public, and are not tothe detriment of the minority shareholders; and
(ii) the approval is subject to annual renewal and shall only continue tobe in force until:-
(a) the conclusion of the next Annual General Meeting of theCompany following the forthcoming general meeting of theCompany at which the Proposed Shareholders’ Mandate will betabled;
(b) the expiration of the period within which the next AnnualGeneral Meeting of the Company after the date it is required tobe held pursuant to Section 143(1) of the Companies Act, 1965(but shall not extend to such extensions as may be allowedpursuant to Section 143(2) of the Companies Act, 1965); or
(c) revoked or varied by resolution passed by the shareholders ingeneral meeting,
whichever is the earlier.
AND THAT all Recurrent Transactions, entered into by the Companywith Related Parties, as detailed in Section 2.2 of the Circular toShareholders dated 28 May 2002, be and are hereby ratified.
AND FURTHER THAT the Directors of the Company be and herebyauthorised to do all acts and things to give full effect to the RecurrentTransactions contemplated and/or authorized by this resolution, as theDirectors of the Company, in their absolute discretion, deem fit.”
As Special Business
To consider and, if thought fit, to pass the following resolutions:-
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Special Resolution
7. SPECIAL RESOLUTION - PROPOSED AMENDMENT TO ARTICLE 74 OF THE COMPANY’S
ARTICLES OF ASSOCIATION
THAT the existing Article 74 of the Company Articles of Association beamended by inserting the following words immediately after the lastsentence of the said Article:-
“Notwithstanding the above, any Director of the Company who hasretired and been re-elected at the Annual General Meeting but holdsthe position of the Executive Director, shall duly retire from officeupon attaining the mandatory retiring age for Executive Director fixedat the age of sixty (60). Once any of the Executive Directors of theCompany reaches sixty (60) years old, the Executive Directorconcerned shall automatically retire from office prior to the nextAnnual General Meeting at which he retires. In the event that thesaid Executive Director is also an employee of the Company, hisemployment with the Company shall also be determined inaccordance with the terms of the employment in particular, the policyof the mandatory retiring age for all the employees fixed at 60.”
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N o t i c e O f D i v i d e n d P a y m e n t
NOTICE IS HEREBY GIVEN THAT, subject to the approval of the shareholders at the Seventeenth Annual GeneralMeeting, a first and final dividend of 20% per share less 28% income tax in respect of the financial year ended28 February 2002 will be paid to shareholders on 23 July 2002. The entitlement date for the said dividend shallbe 4 July 2002.
A Depositor shall qualify for entitlement to the Dividend only in respect of:-a) Shares transferred to the Depositor’s securities account before 12.30 p.m. on 4 July 2002 in respect of ordinary
transfers;b) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the
Kuala Lumpur Stock Exchange.
BY ORDER OF THE BOARD
SAW BEE LEAN (MAICSA 0793472)Secretary
Kuala LumpurDate: 28 May 2002
NOTES :1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote
in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) ofthe Companies Act, 1965 shall not apply.
2. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting, providedthat the provisions of Section 149(1)(c) of the Act are complied with.
3. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies theproportions of his shareholdings to be represented by each proxy.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Tingkat 4,Menara Kausar, Jalan 3/27A, Seksyen 1, Bandar Baru Wangsa Maju, 53300 Kuala Lumpur not less than 48 hoursbefore the time set for holding the meeting.
5. If the appointor is a corporation, the instrument appointing a proxy must be executed under its Common Seal orunder the hand of its attorney.
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6. Explanatory Notes on the Special Business
- Ordinary Resolution 15 on the Proposed Shareholders’ Ratification and Proposed Shareholders’Mandate for the Recurrent Related Party Transactions of a Revenue or Trading Nature
The proposed Ordinary Resolution 15, if passed, will empower the Directors from the date of theSeventeenth Annual General Meeting, to deal with the Related Party Transactions involving recurrenttransactions of a revenue or trading nature which are necessary for the Company’s day-to-day operations.These recurrent related party transactions are in the ordinary course of business and are on terms not morefavourable to the related party than those generally available to the public. This authority unless revokedor varied at a general meeting, will expire at the next Annual General Meeting of the Company and subjectalways to provision (ii) of the resolution.
- Special Resolution on the proposed amendment to Article 74 of the Articles of Association
As the existing Articles of Association does not provide for any provision for the age limit of the ExecutiveDirectors to retire from office, the proposed amendment to incorporate the mandatory retiring age for theExecutive Directors fixed at the age of sixty (60) under Item 7 of the Agenda is therefore necessary to allowall Executive Directors including those Executive Directors who are also the employees of the Company toretire from office upon attaining the mandatory retiring age, which is consistent with the Company’s policywith regards to the mandatory retiring age of all the employees fixed at 60.
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S t a t e m e n t A c c o m p a n y i n gN o t i c e O f A n n u a l G e n e r a l M e e t i n g
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Name of Directors Number of Meetings attended
Dato’ Abdullah Bin Mohd Yusof 5/5
Toshiji Tokiwa 3/5
Soichi Okazaki 4/4
Kamarudin Bin Abu Hassan 5/5
Masato Yokoyama 2/2
Akihito Tanaka 3/5
Ramli Bin Ibrahim 5/5
Brig. Jen. (B) Dato’ Mohd Idris Bin Saman 5/5
Datuk Zawawi Bin Mahmuddin 3/3
Chew Kong Seng @ Chew Kong Huat 3/3
Date of Meeting Time Place
27 April 2001 3.00 p.m. Kuala Lumpur
19 June 2001 11.45 a.m. Kuala Lumpur
24 July 2001 10.30 a.m. Kuala Lumpur
26 October 2001 10.00 a.m. Kuala Lumpur
11 January 2002 4.00 p.m. Johor Bahru
Pursuant to Paragraph 8.28(2) of the Kuala Lumpur Stock Exchange Listing Requirements appended hereunder are:-
1. Details of attendance of Directors at Board meetings during financial year ended 28 February 2002
Number of Board Meetings held for the Financial Year: Five (5)
2. Details of Directors standing for re-election as in Agenda 4 of the Notice of Annual General Meeting.
JAYA
JU
SCO
STO
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D (1
2692
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page
78
JAY
A J
USC
O S
TORE
S B
HD
(126
926-
H)
Name
Age
Nationality
Qualification
Position on the Board of Directors
Date first appointed
to the Board of Directors
Number of Board of Directors meetings
attended in the financial year
Membership of the Board Committees
Occupation
Working Experience
Any other directorships in public
companies
Securities holdings in Jaya Jusco
Stores Bhd
Any family relationship with director
and/or major shareholder of Jaya
Jusco Stores Bhd
Any conflict of interest with Jaya
Jusco Stores Bhd
List of convictions for offences within
the past 10 years other than traffic
offences, if any
Dato’ Abdullah Bin Mohd Yusof
63 years old
Malaysian
Bachelor of Laws (Honours) from
University of Singapore
Non-Independent Non-Executive
Chairman
26.10.1984
5/5
Member of Remuneration &
Nomination Committee
Advocate & Solicitor
- 1968: Advocate & Solicitor,
Skrine & Co.
- 1969 till present: Partner, Abdullah &
Zainudin, Advocates & Solicitors
i) Southern Steel Berhad
ii) Sistem Televisyen Malaysia Berhad
iii) Malaysia Mining Corporation Berhad
279,000 ordinary shares directly and
11,151,500 ordinary shares indirectly
in the Company
Nil
Nil
Nil
Toshiji Tokiwa
62 years old
Japanese
Bachelor of Law Degree from
Keio University in Japan
Non-Independent Non-Executive
Vice Chairman
16.06.2000
3/5
Nil
Chairman
- 1963: Joined The Dai-Ichi Kangyo
Bank Ltd., Japan
- 1993: Director and General Manager,
The Dai-Ichi Kangyo Bank Ltd., New
York, USA
- 1995 - 1996: Senior Managing Director,
The Dai-Ichi Kangyo Bank Ltd., Japan
- 1996 - 2000: President and CEO, Chuo
Real Estate Co. Ltd.
- 1997 - 2000: Non-Executive Corporate
Auditor, Fujitsu General Co. Ltd.
- 1999 - Present: Chairman of AEON
Co. Ltd.
Nil
Does not hold any shares, directly or
indirectly in the Company
Nil
Nil
Nil
Name
Age
Nationality
Qualification
Position on the Board of Directors
Date first appointed
to the Board of Directors
Number of Board of Directors meetings
attended in the financial year
Membership of the Board Committees
Occupation
Working Experience
Any other directorships in public
companies
Securities holdings in Jaya Jusco
Stores Bhd
Any family relationship with director
and/or major shareholder of Jaya
Jusco Stores Bhd
Any conflict of interest with Jaya
Jusco Stores Bhd
List of convictions for offences within
the past 10 years other than traffic
offences, if any
Soichi Okazaki
43 years old
Japanese
Bachelor of Arts in Commerce from
Toyo University in Japan
Managing Director
19.06.2001
4/4
Nil
Managing Director
- 1981: Joined AEON Co. Ltd.
- 1990: Sales Planning Manager,
AEON Co. Ltd.
- 1990 - 1995: Store Manager,
Jusco Stores (Hong Kong) Co. Ltd.
- 1995 - 1998: Director, Guangdong
Jusco Teem Stores, China
- 1998 - 2001: General Manager,
Jaya Jusco Stores Bhd
- 2001 - Present: Managing Director,
Jaya Jusco Stores Bhd
Nil
10,000 ordinary shares directly
in the Company
Nil
Nil
Nil
Kamarudin Abu Hassan
59 years old
Malaysian
- Advanced Diploma in Military Civil
Engineering, the United State Army
Engineering School, Fort Belvoir,
Virginia, USA
- Graduate from the Malaysian Armed
Forces Staff College, Kuala Lumpur
Executive Director
16.01.1997
5/5
Nil
General Manager
- 1966 - 1986: Joined the Malaysian
Armed Forces
- 1987 - 1994 : Personnel Manager,
Jaya Jusco Stores Bhd
- 1994 - 1996: Senior Personnel
Manager, Jaya Jusco Stores Bhd
- 1996 - 1999: General Manager of
Personnel, Finance, Administration
and Security, Jaya Jusco Stores Bhd
- 1999 - present : Executive Director
Nil
25,000 ordinary shares directly
in the Company
Nil
Nil
Nil
page
79
JAY
A J
USC
O S
TORE
S B
HD
(126
926-
H)
JAYA
JU
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JAY
A J
USC
O S
TORE
S B
HD
(126
926-
H)
Name
Age
Nationality
Qualification
Position on the Board of Directors
Date first appointed
to the Board of Directors
Number of Board of Directors meetings
attended in the financial year
Membership of the Board Committees
Occupation
Working Experience
Any other directorships in public
companies
Securities holdings in Jaya Jusco
Stores Bhd
Any family relationship with director
and/or major shareholder of Jaya
Jusco Stores Bhd
Any conflict of interest with Jaya
Jusco Stores Bhd
List of convictions for offences within
the past 10 years other than traffic
offences, if any
Masato Yokoyama
49 years old
Japanese
Bachelor of Arts in Commerce from
Waseda University in Japan
Executive Director
26.10.2001
2/2
Nil
General Manager
- 1976 - 1979: Sales Consultant,
AEON Co. Ltd.
- 1979 - 1986: Merchandiser,
AEON Co. Ltd.
- 1986 - 1990: Assistant Store Manager
of Kasai Store, AEON Co. Ltd.
- 1990 - 1992: Store Manager for
Kanazawa Seaside Store, AEON Co. Ltd.
- 1992 - 1993: Store Manager of
Ishioka Store, AEON Co. Ltd.
- 1993 - 1998: Store Manager of Taman
Maluri Store, Jaya Jusco Stores Bhd
- 1998 - 1999: Senior Softline
Merchandising Manager,
Jaya Jusco Stores Bhd
- 1999 - 2000: Senior Operation
Manager, Jaya Jusco Stores Bhd
- 2000 - present: General Manager,
Jaya Jusco Stores Bhd
Nil
15,000 ordinary shares directly in the
Company
Nil
Nil
Nil
Akihito Tanaka
54 years old
Japanese
Bachelor of Arts in Journalism from
Kansai University in Japan
Non-Independent Non-Executive
Director
01.03.1989
3/5
Chairman of Remuneration &
Nomination Committee
Company Director
- 1970: Joined AEON Co., Ltd.
- 1986 - 1989: Personnel Manager,
Jusco Stores (Hong Kong) Co., Ltd.
- 1989 - 1997: Managing Director, Jaya
Jusco Stores Bhd
- 1997 - present: Managing Director,
International Business in
AEON Co., Ltd
Nil
150,000 ordinary shares directly
in the Company
Nil
Nil
Nil
Name
Age
Nationality
Qualification
Position on the Board of Directors
Date first appointed
to the Board of Directors
Number of Board of Directors meetings
attended in the financial year
Membership of the Board Committees
Occupation
Working Experience
Any other directorships in public
companies
Securities holdings in Jaya Jusco
Stores Bhd
Any family relationship with director
and/or major shareholder of Jaya
Jusco Stores Bhd
Any conflict of interest with Jaya
Jusco Stores Bhd
List of convictions for offences within
the past 10 years other than traffic
offences, if any
Ramli Bin Ibrahim
61 years old
Malaysian
- Member of the Malaysian Institute of
Accountants and the Malaysian
Institute of Certified Public
Accountants
- A Fellow of the Australian Institute of
Chartered Accountants
Non-Independent
Non-Executive Director
20.08.1996
5/5
Member of the Audit, Remuneration &
Nomination Committee
Company Director
- 1959 - 1995: KPMG in Australia,
United Kingdom and Malaysia
- 1971 - 1989: Partner, KPMG Malaysia
- 1989 - 1995: Senior Partner,
KPMG Malaysia
i) Kumpulan Guthrie Berhad
ii) Hua Joo Seng Enterprise Berhad
iii) Ranhill Berhad
iv) Mulpha International Berhad
v) Malaysia National Insurance Berhad
vi) HSBC Bank Malaysia Berhad
150,000 ordinary shares held indirectly
in the Company
Nil
Nil
Nil
Brig. Jen. (B) Dato’ Mohd Idris Bin Saman
57 years old
Malaysian
- Post Graduate Diploma in
Management Studies,
Slough College, United Kingdom
- Graduate of the Air Command &
Staff College, Maxwell, USA and
- The Armed Forces Defence College,
Kuala Lumpur
Independent Non-Executive Director
16.06.2000
5/5
Member of the Audit Committee
Executive Chairman
- 1965 - 2000: Royal Malaysian
Air Force
- 2000 - present: Executive Chairman of
Diversified Jet Sdn Bhd
Nil
Does not hold any shares, directly or
indirectly in the Company
Nil
Nil
Nil
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O S
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JAY
A J
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O S
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S B
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(126
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NameAgeNationalityQualification
Position on the Board of DirectorsDate first appointedto the Board of DirectorsNumber of Board of Directors meetingsattended in the financial yearMembership of the Board CommitteesOccupationWorking Experience
Any other directorships in publiccompanies
Securities holdings in Jaya JuscoStores BhdAny family relationship with directorand/or major shareholder of JayaJusco Stores BhdAny conflict of interest with JayaJusco Stores BhdList of convictions for offences withinthe past 10 years other than trafficoffences, if any
Datuk Zawawi Bin Mahmuddin56 years oldMalaysianBachelor of Arts (Honours) fromUniversity of Malaya
Independent Non-Executive Director23.07.2001
3/3
NilCompany Director- 1968 - 1970: Administrative Officer
in the Ministry of Transport- 1970 - 1973: Private Secretary to Deputy
Prime Minister (Y.A.B. Tun Dr Ismail)- 1973 - 1975: Private Secretary to the
Deputy Prime Minister (Y.A.B. Dato’Hussein Onn)
- 1973 - 1990: Held various positionsin the Cabinet Secretariat,Prime Minister’s Department
- 1990 - 1992: Federal Secretary, Sarawak- 1992 - 1994: Deputy Secretary General
1, Ministry of Home Affairs- 1994 - 2000: Secretary -
General, Ministry of Information
Nil
Does not hold any shares directly orindirectly in the CompanyNil
Nil
Nil
Chew Kong Seng @ Chew Kong Huat64 years oldMalaysian- Fellow of The Institute of Chartered
Accountants of England & Wales- Member of Malaysian Association of
Certified Public Accountants- Member of Malaysian Institute of
AccountantsIndependent Non-Executive Director23.07.2001
3/3
Chairman of the Audit CommitteeCompany Director- 1963 - 1964: Tax Officer,
Inland Revenue in U.K.- 1964 - 1970: Articled Clerk to
Audit Senior with Stoy Hayward &Co. (Chartered Accountants) in U.K.
- 1970 - 1973: Turquand Young & Co., KualaLumpur (Now known as Ernst & Young)
- 1973 - 1977: Transferred to Sarawakas Manager in charged
- 1977 - 1990: Sarawak, Partner in charged- 1990 - 1996: Managing Partner of
Malaysian Firm of Ernst & Young - May 1999 - Nov 2000: Chief
Executive Officer, Sarawak EnterpriseCorporation Bhd
- Dec 2000 - present: Executive Director,Sarawak Enterprise Corporation Bhd
i) Petronas Gas Berhadii) Petronas Dagangan Berhadiii) Industrial Concrete Products Bhdiv) Sarawak Enterprise Corp. Bhdv) Great Wall Plastic Industries Bhdvi) Hong Leong Properties Bhdvii) PBA Holdings BhdDoes not hold any shares, directly orindirectly in the CompanyNil
Nil
Nil
(Company No. 126926-H)(Incorporated in Malaysia)
JAYA JUSCO STORES BHD
I/We,
of
being a member/members of the abovenamed Company, hereby appoint
of
or failing him/her,
of
as my/our proxy to vote for me/us on my/our behalf at the Seventeenth Annual General Meeting of the Company to be held at Level 2, JuniorBallroom 1, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on Tuesday, 18 June 2002 at 10.30 a.m. and at any adjournment thereof.
My/our proxy is to vote as indicated below :
Ordinary Resolution
Adoption of Audited Financial Statements and Reports for the year ended 28 February 2002
Declaration of a first and final dividend of 20% per share less 28% income tax
Approval of Directors’ Fees
Re-election of Dato’ Abdullah Bin Mohd Yusof
Re-election of Mr Toshiji Tokiwa
Re-election of Mr Soichi Okazaki
Re-election of Encik Kamarudin Bin Abu Hassan
Re-election of Mr Masato Yokoyama
Re-election of Mr Akihito Tanaka
Re-election of Encik Ramli Bin Ibrahim
Re-election of Brig. Jen. (B) Dato Mohd Idris Bin Saman
Re-election of Datuk Zawawi Bin Mahmuddin
Re-election of Mr Chew Kong Seng @ Chew Kong Huat
Re-appointment of KPMG Desa Megat & Co.
Proposed Shareholders’ Ratification and Mandate for the Recurrent Related Party Transactionsof a Revenue or Trading Nature
Special Resolution
Proposed Amendment to Article 74 of the Company’s Articles of Association
For AgainstNo,
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Resolution 6
Resolution 7
Resolution 8
Resolution 9
Resolution 10
Resolution 11
Resolution 12
Resolution 13
Resolution 14
Resolution 15
Special Resolution
No. of shares heldP r o x y F o r m
[Please indicate with an “X” in the spaces provided whether you wish your votes to be cast for or against the resolutions. In the absence ofspecific directions, your proxy will vote or abstain as he/she thinks fit.]
Signature:
Shareholder or Common SealNOTE :
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy may but need not bea member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply.
2. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting, provided that the provisions of Section 149(1)(c) of theAct are complied with.
3. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be representedby each proxy.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Tingkat 4, Menara Kausar, Jalan 3/27A, Seksyen 1, BandarBaru Wangsa Maju, 53300 Kuala Lumpur not less than 48 hours before the time set for holding the meeting.
5. If the appointor is a corporation, the instrument appointing a proxy must be executed under its Common Seal or under the hand of its attorney.
Dated this day of 2002
page
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JAY
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Place StampHere
The Company Secretary:JAYA JUSCO STORES BHD (Company No.: 126926-H)
Tingkat 4, Menara Kausar, Jalan 3/27A, Seksyen 1, Bandar BaruWangsa Maju, 53300 Kuala Lumpur.
The JUSCO Philosophy - “Customer First”
Jusco’s corporate identity has a high-quality look and feel,corresponding to the excellence we strive for in everything wedo for our customers and community.
The interwined “S” and “C” stands for the core ideals of ourcompany:
At JAYA JUSCO STORES BHD we feel this identitysymbolises our ideals to our rising profile as we fulfill ourcorporate mission throughout the world.
“S” representsStoresService
“C” representsCorporateCommunityCustomers
JAYA JUSCO STORES BHD (Company No.: 126926-H)
Tingkat 4, Menara Kausar, Jalan 3/27A, Seksyen 1, Bandar Baru Wangsa Maju, 53300 Kuala Lumpur.
