ANNUAL REPORT 2020...ANNUAL REPORT 2020 Amcorp Properties Berhad 196501000597 (6386-K) Amcorp Properties Berhad Annual Report 2020 2.01 PJ Tower, 18 Persiaran Barat 46050 Petaling

ANNUALREPORT2020

Amcorp Properties Berhad 196501000597 (6386-K)

Am

corp Properties Berhad Annual Report 2020

2.01 PJ Tower, 18 Persiaran Barat46050 Petaling Jaya, SelangorMalaysia

Tel : +603-7966 2628

Fax : +603-7966 2629

www.amcorpproperties.com

Amcorp Properties Berhad196501000597 (6386-K)

Contents2 Corporate Information

3 Corporate Structure

4 Group Financial Highlights

6 Profile of Directors

9 Profile of Chief Executive Officers

10 Profile of Key Senior Management

11 Chairman’s Letter to Shareholders

14 Management Discussion and Analysis

19 Sustainability Statement

36 Corporate Governance Overview Statement

46 Additional Compliance Information

48 Statement on Risk Management and Internal Control

51 Audit Committee Report

57 Financial Statements

190 Analysis of Shareholdings

196 List of Material Properties

197 Notice of Annual General Meeting

Form of Proxy

Modesto Lafuente 26, Madrid

Bankside Yards, London

Jorge Juan 53, Madrid Llland Tower, Shanghai

CHIEF EXECUTIVE OFFICERS

Lee Keen PongGroup Chief Executive Officer

Shahman AzmanDeputy Group Chief Executive Officer

COMPANY SECRETARIES

Johnson Yap Choon Seng (MIA 20766)

Chua Siew Chuan (MAICSA 0777689)

PRINCIPAL PLACE OF BUSINESS

2.01 PJ Tower 18 Persiaran Barat46050 Petaling JayaSelangor, Malaysia

Tel : +603-7966 2628Fax : +603-7966 2629Website : www.amcorpproperties.com

REGISTERED OFFICE

Level 7, Menara MileniumJalan DamanlelaPusat Bandar DamansaraDamansara Heights50490 Kuala Lumpur, Malaysia

Tel : +603-2084 9000 Fax : +603-2094 9940 +603-2095 0292

AUDITORS

BDO PLTChartered AccountantsLevel 8, BDO @ Menara CenTARa360 Jalan Tuanku Abdul Rahman50100 Kuala Lumpur, Malaysia

Tel : +603-2616 2888Fax : +603-2616 2970

Corporate Information

SHARE REGISTRAR

Securities Services (Holdings) Sdn BhdLevel 7, Menara MileniumJalan DamanlelaPusat Bandar DamansaraDamansara Heights50490 Kuala Lumpur, Malaysia

Tel : +603-2084 9000Fax : +603-2094 9940 +603-2095 0292

STOCK EXCHANGE LISTING

Bursa Malaysia Securities BerhadMain Market(Listed on 28 November 1972)Stock name : AMPROPStock code : 1007

BOARD OF DIRECTORS

Shalina AzmanNon-Independent Non-Executive Chairman

P’ng Soo ThengIndependent Director

Tan Bun PooIndependent Director

Kamil Ahmad MericanIndependent Director

Soo Kim WaiNon-Independent Non-Executive Director

Lum Sing FaiNon-Independent Non-Executive Director

2

Amcorp Properties Berhad

Corporate Structure Significant Operating Companies

Malaysia

CONTRACTING & RENEWABLE ENERGYPROPERTY DEVELOPMENT & INVESTMENT

London

Japan

Spain

Hong Kong

Singapore

Shanghai


Amcorp Sibujaya Sdn Bhd 100%

Old Burlington Limited 100%

Amcorp Far East Limited 100%

Amcorp Horizon Sdn Bhd 100%

Amcorp Orient Limited 100%

Amprop Synergy Pte Ltd 100%

Amcorp Gateway Limited 100%

Amcorp Dynamic Limited 100%

Amcorp Borneo Sdn Bhd 100%

Campden Global Limited 100%

Living Development Sdn Bhd 100%

Amcorp Kilmuir Limited 100%

Amcorp Prima Realty Sdn Bhd 100%

SNL Limited 100%

HDCam Sdn Bhd 60%

Mechanical & Electrical Engineering

Renewable Energy

Blue Star M&E Engineering Sdn Bhd

51%

Amcorp Power Sdn Bhd 100%

Amcorp Perting Hydro Sdn Bhd 100%

Cemara Angsana Sdn Bhd 100%

Trident Cartel Sdn Bhd 100%

Gubahan Ceria Sdn Bhd 100%

Contour Mechanism Sdn Bhd 100%

3

Annual Repor t 2020

Group Financial Highlights

Financial Years Ended 31 March

2016 2017 2018 2019 2020

Revenue (RM’000) 168,244 188,225 134,085 147,126 179,533

Earnings before interest, tax, depreciation & amortisation (RM’000) 112,646 58,955 212,488 73,118 61,961

Profit before taxation (RM’000) 90,984 32,467 175,255 32,937 17,965

Profit after taxation (RM’000) 86,845 20,392 145,221 47,127 4,468

Profit attributable to owner of the Company (RM’000) 84,455 18,197 142,320 43,608 2,475

Profit/(Loss) attributable to ordinary shareholders (RM’000) 79,345 13,204 137,354 24,412 (16,691)

Basic earnings/(loss) per share (sen) 13.5 2.2 23.2 4.1 (2.6)

Dividend per ordinary share (sen) 6.0 3.0 4.0 3.0 3.0

Dividend per preference share (sen)- RCPS A- RCPS B

2.0–

2.0–

2.0–

2.02.8

2.02.8

Total dividend paid/declared (incl. preference dividend) (RM’000) 40,698 22,806 28,624 36,952 40,610

Equity attributable to ordinary shareholders (RM’000) 866,713 842,183 917,729 916,145 1,021,991

Net asset per ordinary share (sen) 147 142 155 155 143

Diluted net asset per share (sen) 138 134 145 114 112

Total assets (RM’000) 1,253,303 1,575,346 1,809,728 1,981,760 1,984,132

Shareholders’ fund (RM’000) 993,947 966,953 1,041,531 1,395,350 1,378,537

Number of ordinary shares excluding treasury shares (‘000) 590,711 593,179 592,084 591,786 714,784

Notes: The financial statements for FY 2020 and FY 2019 are prepared in accordance with Malaysian Financial Reporting Standards (MFRS). The financial statements of the previous financial years (FY 2016 to FY 2018) were prepared in accordance with Financial Reporting Standards (FRS) in Malaysia.

4


Group Financial Highlights

179,

533

3.0

147,

126

3.0

134,

085

4.0

188,

225

3.0

168,

244

6.0

Revenue (RM’000)

Dividend Per Ordinary Share (sen)

2016

2016

2017

2017

2018

2018

2019

2019

2020

2020

1,37

8,53

7

1,39

5,35

0

1,04

1,53

1

966,

953

993,

947

Shareholders’ Fund (RM’000)

2016 2017 2018 2019 2020

17,9

6532,

937

175,

255

32,4

67

90,9

84

Profit Before Taxation (RM’000)

2016 2017 2018 2019 2020

5

Annual Repor t 2020

Profile of Directors

Puan Shalina Azman, a Malaysian, female, aged 53, was appointed to the Board as Deputy Chairman on 30 July 2007 and was later redesignated as Non-Executive Chairman on 31 October 2014.

She holds a Bachelor of Science in Business Administration majoring in Finance and Economics from Chapman University in California and in 1993, she obtained her Masters in Business Administration from University of Hull in United Kingdom.

Puan Shalina first gained invaluable experience in the media industry when she was a Business Development Officer with RCE Capital Berhad (“RCE”) in 1990. From 1995 to 1999, she was with Amcorp Group Berhad (“Amcorp”) as Senior Manager, Corporate Planning. In January 2000, she re-joined RCE as the Executive Director and became the Managing Director on 1 September 2000. She held the position until 31 July 2002, prior to assuming her current appointment as Deputy Managing Director of Amcorp.

Apart from Amcorp, Puan Shalina also sits on the Board of RCE and Rockwills International Berhad.

Mr. P’ng Soo Theng, a Malaysian, male, aged 65, was appointed to the Board on 1 June 2010.

He holds a Bachelor of Science in Valuation and Estate Management from the University of the West of England (formerly known as Bristol Polytechnic). Mr. P’ng is a Fellow of the Royal Institution of Chartered Surveyors (RICS), a Fellow of the Royal Institution of Surveyors Malaysia (RISM) and Association of Valuers, Property Managers, Estate Agents and Property Consultants in the Private Sector Malaysia (PEPS). Mr. P’ng is a Registered Valuer, Estate Agent and Property Manager with the Board of Valuers Appraisers, Estate Agents and Property Managers Malaysia (BOVAEP) under the purview of the Ministry of Finance, Malaysia.

Mr. P’ng joined Messrs C H Williams Talhar & Wong (now rebranded as CBRE | WTW), one of Malaysia’s leading real estate professional firms in 1981 and had held several senior positions until his redesignation where he currently serves as a Consultant of the firm. He was made Partner and Director of the firm in 1989 and Senior Executive Director in 2004 and his forte included undertaking consulting appointments and business development for the firm. Mr. P’ng was involved in the valuation exercise for the listing of several Real Estate Investment Trust companies as well as the sale, structuring, acquisition and due diligence for several high profile transactions involving hotels, commercial properties and commercial development projects. His prior experience stems from a near three-year stint in the public sector where he rose to the rank of Acting State Director at the Valuation & Property Services Division, Ministry of Finance.

SHALINA AZMAN

Non-Independent Non-Executive Chairman

P’NG SOO THENG

Independent Director

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Mr. Tan Bun Poo, a Malaysian, male, aged 70, was appointed to the Board on 1 June 2013.

He graduated with a Bachelor of Commerce from University of Newcastle, Australia in 1973 and obtained his Chartered Accountancy from Institute of Chartered Accountants, Australia in 1976. He is a member of the Malaysian Institute of Accountants (MIA), Malaysian Institute of Certified Public Accountants (MICPA), Malaysian Institute of Taxation and a Fellow of the Institute of Chartered Accountants in Australia.

Mr. Tan, currently a practising accountant, was a retired Senior Partner with Deloitte. He has more than 40 years of experience in the audits of both private and public companies in varied industries including banking, insurance and other financial services. He was also involved in leading assignments related to outsourced internal audits and risk management services, initial public offerings, corporate restructuring, mergers and acquisitions, and other corporate exercises.

Mr. Tan is a board member of the Auditing & Assurance Standards Board, MIA. He was a council member of MICPA and served as a member in its Accounting & Auditing Technical Committee, Financial Statements Review Committee and Investigation Committee.

Mr. Tan also sits on the Board of UEM Edgenta Berhad, RCE Capital Berhad, AmMetLife Takaful Berhad and AmInvestment Bank Berhad.

Encik Kamil Ahmad Merican, a Malaysian, male, aged 70, was appointed to the Board on 23 July 2013.

Encik Kamil graduated in architecture from Universiti Teknologi Malaysia and the Architectural Association in London. After graduating, he worked with Sir Terry Farrell and Sir Nick Grimshaw in London. In 1976, on his return to Malaysia, he taught in the Faculty of Architecture at Universiti Teknologi Malaysia.

Encik Kamil is the founding partner of GDP Architects Malaysia (“GDP”), which has gained a reputation as one of Malaysia’s leading design and architecture firms. As GDP’s principal design partner, he has been involved in all the firm’s major projects, some of which have won a number of awards, including 12 from PAM (the Malaysian Institute of Architects), a RIBA award (jointly with Foster + Partners) and the Aga Khan Award for Architecture in 2007 (for Universiti Teknologi Petronas, also with Foster + Partners).

Encik Kamil was a member of the 2013 Master Jury for the Aga Khan Award for Architecture and a recipient of the 2007 Award. He has also been appointed as the Steering Committee Member for the 2016 Aga Khan Award for Architecture.

He has also served as a member of the steering committee for the Greater KL Council since 2010. He remains active in architectural education, serving as an external examiner for both Universiti Teknologi Malaysia and Universiti Malaya. He is also the Adjunct Professor of Faculty of Architecture, Universiti Malaya. In 2017, he served as a guest critic reviewer at the Harvard Graduate School of Design (GSD).

Encik Kamil also sits on the Board of Eastern & Oriental Berhad and E&O Property Development Berhad.

TAN BUN POO


KAMIL AHMAD MERICAN


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Annual Repor t 2020


Mr. Soo Kim Wai, a Malaysian, male, aged 59, was appointed to the Board on 30 July 2007.

Mr. Soo is a member of Malaysian Institute of Accountants and Malaysian Institute of Certified Public Accountants. He is also a Fellow of the Certified Practising Accountant, Australia, and the Association of Chartered Certified Accountants, United Kingdom.

Mr. Soo is currently the Group Managing Director of Amcorp Group Berhad (“Amcorp”). He joined Amcorp in 1989 as Senior Manager, Finance and has since held various positions. He was appointed as a Director of Amcorp on 13 March 1996. Before joining Amcorp, he was in the accounting profession for 5 years with Deloitte KassimChan from 1980 to 1985 and with Plantation Agencies Sdn Bhd from 1985 to 1989.

Apart from Amcorp, his directorships in other public companies include RCE Capital Berhad, AMMB Holdings Berhad, AmBank (M) Berhad and Amcorp Global Limited, a company listed on the Mainboard of Singapore Stock Exchange. He also serves as Chairman of AmREIT Managers Sdn Bhd, the Manager of AmFirst Real Estate Investment Trust.

Mr. Lum Sing Fai, a Malaysian, male, aged 55, was appointed to the Board on 13 November 2018.

He holds a Bachelor of Economics (Hons.) (Business Administration) from University of Malaya.

Mr. Lum has over 30 years of extensive experience in the banking and financial industry. As Managing Director of Capital Markets in Amcorp Group Berhad (“Amcorp”), he has successfully led a broad range of corporate finance, restructuring and funding exercises during his 24 year tenure. Prior to joining Amcorp, Mr. Lum was with Southern Bank Berhad from 1987 to 1994 working in various capacities from operations to corporate banking.

He was a Non-Independent Non-Executive Director of ECM Libra Financial Group Berhad and Director of ECM Libra Investment Bank Berhad from 2008 till 2013 and 2012 respectively.

Mr. Lum also sits on the Board of RCE Capital Berhad, AmInvestment Bank Berhad and MTrustee Berhad.

SOO KIM WAI

Non-Independent Non-Executive Director

LUM SING FAI

Non-Independent Non-Executive Director

8


LEE KEEN PONG Group Chief Executive Officer

Mr. Lee Keen Pong, a Malaysian, male, aged 58, joined the Company in July 2007 and was appointed Group Chief Executive Officer on 1 June 2018.

Prior to that, Mr. Lee was with Amcorp Group Berhad (“Amcorp”) since 1991 and has held various positions including Managing Director of Mezzanine Capital (Malaysia) Sdn Bhd and Head of Direct Investment and Property of Amcorp. He has also many years of audit and consultancy experience with two international accounting firms, Coopers & Lybrand and KPMG.

Mr. Lee is a member of the Malaysian Institute of Accountants (MIA) and Malaysian Institute of Certified Public Accountants (MICPA). He is also a Fellow of the Institute of Chartered Accountants England and Wales (ICAEW). He presently serves as a co-opted member of the Accounting & Auditing Technical Committee of the MICPA.

SHAHMAN AZMAN Deputy Group Chief Executive Officer

Encik Shahman Azman, a Malaysian, male, aged 45, joined the Company in June 2008 and was appointed Deputy Group Chief Executive Officer on 1 June 2018.

After graduating from Chapman University, U.S.A. with a Bachelor of Communications, Encik Shahman joined Amcorp Group Berhad (“Amcorp”) in 1996. He was subsequently promoted to General Manager spearheading the Corporate Planning and Strategy portfolio. In 2001, he joined MCM Technologies Berhad, a former subsidiary of Amcorp, as General Manager of Corporate Planning and Strategy. His last held position in MCM Technologies Berhad was Chief Investment Officer.

Encik Shahman later joined RCE Capital Berhad as Director of Corporate Affairs on 1 April 2004 and was promoted to Director of Strategic Business Unit on 1 January 2006. He is currently the Chairman of RCE Capital Berhad.

His directorships in other public companies include Amcorp, RCE Capital Berhad and Amcorp Global Limited, a company listed on the Mainboard of Singapore Stock Exchange.

Profile of Chief Executive Officers

DETAILS OF MEMBERSHIP IN BOARD COMMITTEES

COMMITTEES OF THE BOARD

Audit Committee

Nomination andRemuneration

Committee

Employees’ Share Scheme

Committee

Sustainability Management

Committee

Shalina Azman Chairman ChairmanP’ng Soo Theng Member Member

Tan Bun Poo ChairmanKamil Ahmad Merican Member ChairmanSoo Kim Wai Member Member Member

Lum Sing Fai MemberLee Keen Pong (Group Chief Executive Officer)

Member Member

Shahman Azman (Deputy Group Chief Executive Officer)

Member

Notes:Puan Shalina Azman and Encik Shahman Azman are siblings and children of Tan Sri Azman Hashim, a major shareholder of the Company. Save as disclosed herein, none of the Directors, the Group Chief Executive Officer (“CEO”) and Deputy Group CEO have any family relationship with any Directors and/or major shareholders of the Company.None of the Directors, the Group CEO and Deputy Group CEO have any conflict of interest with the Company.None of the Directors, the Group CEO and Deputy Group CEO have been convicted for offences within the past 5 years, other than traffic offences, if any.None of the Directors, the Group CEO and Deputy Group CEO have any public sanction or penalty imposed on them by the relevant regulatory bodies during the financial year.

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Annual Repor t 2020

Notes:None of the Key Senior Management members have:(i) any family relationship with any Directors and/or major shareholders of the Company;(ii) any conflict of interest with the Company; (iii) any conviction for offences within the past 5 years, other than traffic offences, if any; and (iv) any public sanction or penalty imposed on them by the relevant regulatory bodies during the financial year.

Profile of Key Senior Management

AZLAN BAQEE ABDULLAH Group Chief Operating Officer

Encik Azlan Baqee Abdullah, a Malaysian, male, aged 57, is the Group Chief Operating Officer. Encik Azlan Baqee joined Amcorp Group Berhad in 1990 as Assistant Manager, Corporate Planning and has since held various positions before promoted to his current appointment on 1 August 2007.

He holds a Bachelor of Science Degree in Business Administration majoring Accounting and Finance from the California State University, Chico.

Encik Azlan Baqee has over 31 years of experience in management across multiple industries including but not limited to banking, property development, power generation and engineering.

He sits on the Board of AmBank Islamic Berhad and AmREIT Managers Sdn Bhd, the Manager of AmFirst Real Estate Investment Trust.

JOHNSON YAP CHOON SENG Group Chief Financial Officer and Company Secretary

Mr. Johnson Yap Choon Seng, a Malaysian, male, aged 50, was appointed the Group Chief Financial Officer on 1 August 2007. He has been Company Secretary of the Company since September 2007. He is a Fellow of the Association of Certified Chartered Accountants (ACCA) and a member of the Malaysian Institute of Accountants. He obtained his Executive Masters in Business Administration from the National University of Singapore.

He has over 29 years of experience in financial reporting, corporate finance, company secretarial, information technology and other management discipline.

He does not hold any directorship in public or public listed companies.

10


CURRENT YEAR PERFORMANCE

The Group recorded profit after tax of RM4.5 million, with contributions primarily from Malaysia Properties and Renewable Energy and Contracting divisions. During the year, the Group sold two pieces of contiguous lands in Sepang which contributed RM16.3 million to our profit before tax. The lower profit as compared to the preceding year was due to a one-off deferred tax asset recognised in financial year ended 31 March 2019 on Investment Tax Allowance granted for our 20MW Sungai Liang Mini-Hydro Power Plant of RM25.7 million. Contribution from Overseas Properties was considerably lower as the two major projects in London have been completed and substantially sold with only minimal unsold units left.

STRATEGIC REVIEW

The start of the Group’s financial year saw the emergence of COVID-19 pandemic. Along with the debilitating virus, there was a slowdown in economic activities, an escalation of trade disputes, commodity fluctuations and political uncertainties. The widespread imposition of travel restrictions, lockdown measures and temporary suspension of business operations to curb the spread of the virus has led to a cautious investor and consumer sentiment amidst an outlook of a global recession.

Chairman’s Letter to Shareholders

Dear Shareholders,

On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of Amcorp Properties Berhad for the financial year ended 31 March 2020

On a more positive note, all countries are united in fighting this and will implement pump priming measures to kick-start their economies, supported by both fiscal stimulus and accommodative monetary policies. Governments across the globe have announced various multi-billion dollar economic incentive schemes like job or wage support, rental assistance, payment moratoriums, tax relief, waivers and subsidies. Central Banks too have intervened timely with interest rate reductions and increased bond buying programmes. All these measures will definitely help to counter the economic disruptions brought about by the COVID-19 pandemic.

In the meantime, the Group’s financial position remains strong with shareholders’ funds of RM1.4 billion and RM334.0 million in deposits, cash and bank balances. Its net debt to equity ratio stands at a conservative 11.5% of the Group’s borrowings of RM492 million, 40% is matched against income generating assets such as our renewable energy power plants and investment properties. Most of the borrowings at the joint venture level are taken on non-recourse basis and with conservative loan-to-value ratios. The Group has available funding to meet its remaining commitment for all its projects.

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Annual Repor t 2020


The Group invested in 15 projects spread over 6 prime cities across the world. This path of diversification during the past several years ensures mitigation against any significant concentration risk in any particular market. Projects selected are within prime central districts of the respective renowned cities. Historical data has shown that they are normally the quickest to rebound. The partnership model that we employ with reputable local incumbents naturally provides effective project execution on the ground whilst optimising cost. Further, our partners are financially sound, internationally diversified and committed to the delivery of every project.

The Group’s two upcoming development projects in Bankside Yards and Kilmuir House situated in Southbank and Belgravia respectively are currently undergoing a comprehensive replanning phase to enhance their potential value. Towards this, the ongoing replanning exercise for Bankside Yards whilst aimed at enhancing the master plan and product configuration also incorporates a multiple phased approach for a more flexible launch of the projects’ various components in accordance to market demand.

In Madrid where we have invested in five prime central residential projects, four of them are scheduled for completion in the coming financial year. The remaining one is held for recurring rental income until year 2021. Our efforts for the year will thus be focused on resuming sales activities which had achieved good momentum prior to the COVID-19 disruption.

In the past financial year, we continued to rebalance our investments to include Asia given the higher economic growth in this part of the world. Our Asia portfolio now makes up 38% of our overseas investment from 28% in the previous year as we added the financial hubs of Singapore and Shanghai into our list of prime cities invested after Tokyo and Hong Kong.

In May 2019, the Group expanded its footprint into Singapore via a joint venture agreement to acquire a 20% effective interest in two blocks of 8-storey Grade A office towers located at Tampines Grande, on the eastern side of the island towards Changi airport. In November 2019, the Group successfully added two new commercial properties located within Jing’an District, Shanghai. Our joint venture with Chelsfield Asia completed the acquisition of five floors of strata office properties in Llland Tower, located on West Nanjing Road, Shanghai followed with the acquisition of four blocks of office buildings in

Daning International Commercial Plaza located along Gonghexin Road, Shanghai. We have a 35% and 20% equity interest in these two projects respectively.

In this respect, all these three joint ventures are investments in existing completed commercial office buildings with asset enhancement programmes in place to competitively reposition the acquired assets. The extensive refurbishment in Llland Tower have successfully brought in new tenants at higher rental rates. We hope to continue improving the occupancy rate this financial year as Shanghai is one of the first few global cities that has re-opened and recorded strong viewings for business premises.

Garcia de Paredes 4, Madrid

12



In Malaysia, Renewable Energy and Contracting division and Sibu Jaya township development provide a sustainable and recurring earnings base. Further, Renewable Energy is unaffected by the pandemic as the electricity uptake is guaranteed via the 21-years Feed-in-Tariff contracts. During the financial year, the division saw an improvement in its bottom line resulting from the first full year operations of the 20MW Sungai Liang Mini-Hydro Power Plant, favourable weather conditions as well as lower interest rates. Efforts are ongoing to continuously improve plant efficiency and to reduce downtime contingencies. The Group received the Merit Award (Category 2 – National Grid) at the National Energy Awards (NEA) 2019 for its 6MW Mini-Hydro Power Plant located at Perting River. The NEA is an initiative by the Minister of Energy, Science, Technology, Environment and Climate Change (MESTECC) to recognise outstanding achievements and best practices in both conventional and renewable energy.

Despite the lower financial results, the Company strives to maintain a consistent dividend payout to shareholders and has paid on 30 July 2020 an interim dividend in respect of financial year ended 31 March 2020 of 3 sen per ordinary share amounting to approximately RM21.4 million. This replaces the usual final dividend recommendation which is subject to shareholders’ approval given the uncertainty over the timing of our AGM in light of the COVID-19 pandemic at the time of declaration. We continue to be a socially responsible organisation with our efforts detailed out in our Sustainability Statement set out on page 19.

Last but not least, many sincere thanks to all our teams who continue to maintain the projects in a good state of operational readiness and momentum during this difficult COVID-19 period. Stay Safe.

Shalina AzmanChairman

Merit Award (Category 2 – National Grid) for 6MW Mini-Hydro Power Plant, Sungai Perting

Arbor (BY3), Bankside Yards, London

13

Annual Repor t 2020

Management Discussion and Analysis

Over the last decade, the Group had remained focused to position itself into the global arena by participating into ventures in prime global cities with our maiden overseas London investment in 2009. The Group has today built its presence in six global cities which are London, Tokyo, Madrid, Hong Kong, Shanghai and Singapore. Global cities have proven to be resilient with the ability to absorb and recover from economic, environmental, social and institutional shocks. We believe our diversified geographical footprint will bring long term benefits to our shareholders with its distinct social, environmental and economic fundamentals.

Nonetheless, we are not spared from the adverse effects of COVID-19 pandemic albeit the Group’s timing is blessed with very limited unsold stocks on hand. In this respect, the Group will continue to cautiously press on with existing planned asset enhancements and value-add activities as we prepare for the recovery ahead. On the local front, our combined 36MW renewable energy power plants which are fully operational now have also provided an added recurring income base.

THE YEAR IN REVIEW

The Group’s core businesses are investment holding, property development, contracting and renewable energy.

FINANCIAL REVIEW

The Group’s revenue grew by 22.4% to RM180 million from RM147 million in the preceding year. Contracting works and Malaysia Properties were the main contributors to the Group’s revenue by achieving revenue of RM66.4 million and RM73.5 million respectively whilst Renewable Energy segment generated RM39.6 million. The improved revenue was mainly due to the first full year of operation of our 20MW Sungai Liang Mini-Hydro Power Plant and the sale of 2 pieces of contiguous land in Sepang, Selangor.

Profit /(loss) after taxationFY 2020RM’000

FY 2019RM’000

Overseas Properties (10,311) 12,776

Contracting and Renewable Energy 7,995 29,813

Malaysia Properties & Head Office 6,784 4,538

Total 4,468 47,127

General Arrando, Madrid

14



The Group achieved profit after tax (“PAT”) of RM4.5 million for the financial year ended 31 March 2020 with contributions from Malaysia Properties, Contracting and Renewable Energy. The lower PAT compared to financial year 2019 was due to a one-off deferred tax asset recognised in financial year 2019 on Investment Tax Allowance granted for our 20MW Sungai Liang Mini-Hydro Power Plant of RM25.7 million and the reduced sales as our two completed projects in London are already at its tail end.

In this connection, our Overseas Properties, Burlington Gate, Holland Park Villas and The Westminster Nanpeidai have contributed positively to the Group from the sale of completed properties. However, this was offset by our investment ventures which are still in their value adding transformation stage with on-going planning efforts and asset enhancement initiatives. This resulted in a loss of RM10.3 million during the said gestation period.

Contracting and Renewable Energy Division’s profit declined to RM8.0 million primarily due to the deferred tax asset of RM25.7 million recognised in the previous year. Excluding this one-off event, the current year’s profit from the division increased by 87% compared to the previous year. This is due to the first full year’s operating revenue from the new Sungai Liang mini-hydro power plant of RM21.6 million.

The Malaysia Properties and Head Office segment PAT increased to RM6.8 million mainly due to disposal of Sepang Land for RM21.9 million and higher sales from Sibu Jaya. This is offset by lesser sales from Kayangan Heights as there are only 7 unsold completed units left.

The Group has a total asset value of RM1,985 million as at 31 March 2020. Gearing remained at about 26% as we continue to manage our finances prudently. Our cash and unutilised banking facilities of RM547 million coupled with rigorous project management with our joint venture partners allow us to leverage on each other’s expertise and financial strength in ensuring better delivery.

REVIEW OF OPERATING ACTIVITIES London Properties In the financial year, the completed projects of Holland Park Villas and Burlington Gate have achieved sales of £68.9 million (approximately RM363.6 million) and £4.0 million (approximately RM20.8 million) respectively. We are now focusing on selling the last few remaining units with an estimated value of £35.6 million (approximately RM188.7 million) and will continue with the preparatory works for the next two development projects, Bankside Yards and Kilmuir House.

Bankside Yards is the Group’s largest development in central London. As at 31 March 2020, the basement works at Bankside Yards West (previous Ludgate House site) is 75% completed whilst demolition works for Bankside Yards East (previous Sampson House site) has been completed.

We have in February 2020 secured Southwark Council’s approval-in-principle for a mixed-use development with total saleable area of approximately 1 million square feet, an increase of approximately 10% from the consented planning approval. This enhanced approval-in-principle features additional private homes, affordable homes, office and commercial space. This will transform our 5.5-acre site fronting River Thames into a significant destination and a gateway for the borough of Southwark. The site where the Blackfriars Station is, has a commanding view of St. Paul’s Cathedral across River Thames and is surrounded by renowned attractions such as the Tate Modern Art Gallery, Millennium Bridge and the Shakespeare’s Globe. This improvement is expected to contribute to the development with an estimated gross development value in excess of £1.0 billion (approximately RM5.4 billion). The enhanced approval-in-principle is now being refined to further improve the masterplan and product configuration.

Moving on to Kilmuir House, it has continued to contribute to the Group with occupancy in excess of 95% for the past year. The rental management will continue to provide an income stream as we await for the approval of its redevelopment planning permission submitted in February 2020 for a proposed luxury residential scheme.

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Annual Repor t 2020

Madrid Properties The Group’s 50% joint venture in the Spanish capital with Grosvenor Europe consists of four development projects in various stages of construction and one investment property currently under planning review. Due to the COVID-19 pandemic, the lockdown in Spain has caused construction activities to be suspended in March 2020 for a month.

Nevertheless, in financial year 2021, the Group will be concentrating its efforts in the development and completion of its projects. Following this, the Group is also currently assessing the development potential of its said investment property in Central Madrid.

Asia Properties

Japan Our 38.5% joint venture with Grosvenor Asia Pacific and Nan Fung in Tokyo recorded sales of ¥1.66 billion (approximately RM65 million) for The Westminster Nanpeidai project in the financial year. To date, the joint venture has successfully sold 51 units leaving only one last unit available for sale.

As for the other en-bloc asset comprising 63 strata titled units in a mixed-use building known as Court Annex Roppongi, occupancy is good and in excess of 90% as at 31 March 2020. The joint venture intends to exit the project by directly disposing the strata rights or alternatively, to participate in an asset swap scheme with Nomura Real Estate Development which is redeveloping a prime mixed-use scheme in the vicinity.

Hong Kong Our two-storey retail podium in Kennedy Town which is equally owned with Grosvenor Asia Pacific is undergoing a façade enhancement and is expected to complete by the end of 2020. Concurrently, the tenant repositioning exercise has yielded improved rental rates by approximately 84% thus far. The façade enhancement and new tenant mix are expected to draw higher footfall.

Shanghai

In November 2019, we have successfully completed 2 acquisitions in Shanghai.

Our maiden investment in Shanghai was completed with the acquisition of five floors of strata office property in Llland Tower (“Llland”) via a joint venture investment with Chelsfield Asia. This property is located along West Nanjing Road, one of the central business districts of Shanghai. To date, we have secured an anchor tenant involved in co-working space with operations across Asia and Australia for 43% of the gross lettable area.

Following Llland’s acquisition, we acquired a 20% effective interest stake in four blocks of office buildings in Daning International Commercial Plaza or Lifehub@Daning with Chelsfield Asia, KHI Overseas Limited and JRN Holdings Limited. Lifehub@Daning is part of a large-scale, retail-anchored mixed-use project in the Daning neighbourhood within north Jing’an District, Shanghai. Similarly, we have also secured a reputable co-working tenant for 15% of the gross lettable area and will continue to reposition the asset, build occupancy and improve rental yields.


2-storey retail podium in Kennedy Town, Hong Kong

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Singapore

During the financial year, the Group has completed the acquisition of two blocks of office towers in the decentralized suburban office district in Tampines, Singapore. The property continues to maintain strong occupancy in excess of 85% with one of the office block wholly occupied by Hitachi. In financial year 2021, the Group will undertake an asset enhancement and re-branding strategy to improve the property performance via efficient space planning incorporating a more environmental friendly concept.

Malaysia Properties The township development in Sibu Jaya continues to grow with the launch of 95 units of 2-storey residential terrace house known as Coral Avenue Phase 7 & 8, clocking a healthy take up rate of 74% as at 31 March 2020. Following this strong encouragement, we have also launched Amber Avenue Phase 2 & 3 with an estimated gross development value of RM36.3 million for 109 units of 2-storey residential terrace house.

The construction of the Sibu Jaya-Lanang road by the Sarawak State Government will further add value to this township as it provides a shorter alternative route to


Sibu Town. Construction work commenced in 2019 and is expected to complete by 2022. During the year, the non-profit organisation – Yayasan Azman Hashim has also contributed a community sports complex worth RM13.9 million to the township and is scheduled for completion in 2021.

Renewable Energy and Contracting

This financial year marks the first full year effects of our 20MW Mini-Hydro Power Plant in Sungai Liang with significant increase in energy generation by 49% from 86.9 GWh to 129.4 GWh. This increased the revenue for the Renewable Energy division by RM11.5 million to RM39.6 million accounting for 22% of the Group’s total revenue. The division’s profit before tax increased to RM7.8 million in financial year 2020 as compared to RM2.0 million in the previous year.

Meanwhile, the Group’s Contracting Division has also contributed higher revenue in this financial year, with an increase of 11% to RM66.4 million resulting from new projects secured including Pavilion Mall Bukit Jalil and Cyberjaya Hospital. The remaining unbilled book order for the Contracting Division stands at RM92.4 million as at 31 March 2020.

Puan Shalina Azman, our Group Chairman site visit to Sungai Liang Power Plant

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Annual Repor t 2020

INITIATIVES AGAINST COVID-19 PANDEMIC The COVID-19 pandemic has disrupted daily routines and the lives of individuals and businesses. Our priority is to protect and safeguard our employees by ensuring that we maintain the highest standards of health, safety and hygiene by having the necessary precautions in the work place. These measures include distribution of face masks, hand sanitizers, practise social distancing and staggered office working hours. We are also monitoring the evolving COVID-19 situation vigilantly and remain guided by the direction and recommendations of the relevant government and local health authorities.

Further, as a responsible corporate citizen, we have also assisted deserving tenants with either rental discounts, deferment or restructuring to ease their financial burden during this difficult period.

PROSPECTS

The International Monetary Fund (IMF) has projected the global economy for 2020 to fall to negative 3%, a downgrade of 5.9% from 2.9% in 2019 in the April 2020 World Economic Outlook. The uncertainty and volatile market conditions caused by the COVID-19 pandemic, trade disputes, volatility of commodity prices and political uncertainties have impacted all businesses temporarily. The demand for properties in terms of new sales and tenancies were similarly subdued during the lockdown period globally. Going forward, we expect international investment activities to concentrate on key global cities due to its resilience and performance as evidenced in the previous financial crisis.

In financial year 2021, the Group will focus its efforts to sell its Madrid projects, the remaining units in Holland Park Villas, Burlington Gate and The Westminster Nanpeidai. We will also continue to nurture our current projects such as Bankside Yards and Kilmuir House by refining consented planning, whilst projects in Shanghai, Hong Kong and Singapore are undergoing asset enhancement initiatives in preparation for the next wave of economic recovery.

On a more positive note, our investments in Shanghai, being one of the first few global cities that has re-opened for business after a COVID-19 lockdown, has since late April 2020 shown encouraging progress towards moving back to normalcy.

Lastly, we will continuously monitor our investments in all the major cities and will actively engage with our joint venture partners to address these challenging times ahead as we strive towards optimising the returns of our capital.


Modesto Lafuente 26, Madrid

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Sustainability Statement

Amcorp Properties Berhad (“AMPROP”) is pleased to present our Sustainability Statement for the financial year ended 31 March 2020. This statement covers activities that were conducted during the financial year within our Malaysia Properties division and Contracting and Renewable Energy division, unless otherwise specified. The reporting scope and boundaries are based on the management control we have over our businesses. This sustainability statement has been approved by the Board of Directors.

OUR SUSTAINABILITY GOVERNANCE

SUSTAINABILITY MANAGEMENT COMMITTEE (“SMC”)

The SMC assists the Board to provide a more focused oversight of the Group’s policies, programs and related risks to key sustainability matters. Compris ing of our Chairman, Group CEO, Deputy G r o u p C E O a n d H e a d s o f Departments, its composition re f l e c t s a b a l a n ce d m i x o f qualifications and experience which is valuable to the SMC’s oversight in sustainability.

BOARD OF DIRECTORS

The Board of Directors plays a pivotal role in determining the Group’s strategic priorities. It considers sustainability issues as an integral part of its business oversight, and is responsible for overseeing key decisions related to sustainability matters of the Group.

SUSTAINABILITY WORKING TEAM

The sustainability working team assists and reports to the SMC in the implementation of the sustainabil ity strategies and related initiatives. The SMC is also responsible for the effective and efficient measuring and management of our sustainability p e r f o r m a n c e a g a i n s t o u r commitments.

Our sustainability governance is overseen by the Board, who is responsible for overseeing key decisions relating to sustainability matters of the Group. Our sustainability agenda is centred on the delivery and the development of products of uncompromising quality for our customers while considering regulatory and natural environment in our respective fields of businesses. We believe in aligning our long term sustainable goals with our business strategies in consideration of our stakeholders and in ensuring our position as a responsible developer.

The Group believes that good corporate governance, effective risk management and sound business ethics are important to build and maintain successful relationships with stakeholders to succeed in the long-term. These relationships will be successful and enduring if they are based on respect, trust and mutual benefit. Hence, the Group advocates transparency, accountability, and integrity by putting in place business practices which is stated in our Corporate Governance Overview Statement. In the conduct of business, the Group understands that there are associated risks, regulatory and political factors which may contribute towards uncertainties. The Group’s risk management and internal control systems are regularly reviewed by the Board to ensure adequacy and effectiveness on risk mitigation associated with the operations of the Group.

The Board is assisted by the SMC which oversees the development and implementation of the Group’s sustainability agenda. The SMC is represented by our Chairman, Group CEO, Deputy Group CEO and Heads of Departments. Our sustainability agenda is to integrate sustainability matters into our business practices to enhance risk management, secure long term capital or funding, promoting innovation and improving productivity. The SMC is responsible for overseeing the identification of material sustainability matters, ensure measures are in place to track and effectively manage these matters for various departments under the Group, including overseeing stakeholders engagement and concerns.

Materiality assessment is an integral part of our approach to sustainability as it helps us to identify the significance of economic, environment and social impacts. In FY2019, we conducted our materiality assessment by engaging our stakeholders, which resulted in identifying 7 material areas as high priority to the Group. These 7 material areas are re-assessed annually to ensure its relevance and importance to the Group.

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STAKEHOLDERS ENGAGEMENT

The Group continually engages with our stakeholders to understand their areas of concern and expectations. Their valuable feedback enables us to make informed business and management decisions on our sustainability commitments and preserve our relationship with our stakeholders. A careful balance is maintained to address matters concerning stakeholders and the nature of the Group’s business operations. The list of our stakeholders identifying the areas of concerns and some of the types of engagement and frequency of such engagements is showcased in the table below:

Stakeholders Areas of concern such as: Example of methods of engagement and frequency

Employees

• Corporate direction and growth plans• Job security• Remuneration and benefits• Career development and

training opportunities• Workplace health and safety• Work-life balance

Throughout the year• Training• Recreational and team-building sessions• Other sports club activitiesQuarterly• NewsletterAnnually• Townhall meeting• Annual performance appraisal• Employee events e.g. annual dinner, company outings

Investors, joint venture partners

and financiers

• Growth and profitability• Risk management• Corporate governance• Sustainable performance and

communication• Dividend distribution• Market diversification

Throughout the year• Website updates and press releases• Official meetings and site visits• Monthly/Quarterly financial reportsAnnually• Annual General Meeting• Annual report

Government and regulators

• Compliance with laws and regulations• Labour practices• Environment and waste management

Throughout the year• Compliance with regulatory requirements• Official meetings and site visits

Local communities

• Environment and waste management• Safety and product design• Impact to local lifestyle

Throughout the year• Festive charitable events • Community events • Websites updatesQuarterly• News bulletin

Customers

• Pricing and quality• Workmanship and defect rectification• Design and features• Resource conservation features

Throughout the year• Project launches and roadshow• Advertisement and marketing promotions

Contractors and Suppliers

• Pricing and payment schedules• Compliance with agreed terms

Throughout the year• Project meetings and site visits• Tender process

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MATERIALITY ASSESSMENT

An economic, environmental and social (“EES”) matter is considered material based on their significance and importance to our key stakeholders and to the business as a whole. The materiality assessment is an important exercise as it not only assisted towards the identification and prioritisation of EES matters, but also ultimately serves as a guidance towards the Group’s sustainability commitments including sustainability disclosure.

The outcome of this materiality assessment which comprised of the materiality matrix and the list of the high priority EES matters are deliberated and validated by the SMC. 7 material areas across the EES pillars have been identified as areas of high priority and focus for our sustainability commitments moving forward.

The seven material sustainability matters are:

Material Matters Definition

Economic

1. Business Governance Ethical business practices without affecting consumer’s choice, pricing and the abuse of entrusted power for private gain

2. Compliance Policies and systems in place to comply with regulations and adhere to relevant laws and guidelines

3. Product and Services Responsibility

Managing and overseeing the impacts to the environment and well-being of society in the process of business operations

Environmental

4. Renewable Energy Generation of energy from renewable sources which contributes in reducing carbon footprint

Social

5. Employee Management

Management of employees in regards to the terms and conditions of employment and development of skill and knowledge

6. Occupational Health and Safety

Practices in place that promotes anticipation, recognition, evaluation and control of hazards arising in or from the workplace that could impair the health and well-being of workers

7. Corporate Social Responsibility

Initiatives and actions in giving back to society and environment to enhance socio-economic benefits and create a positive social impact

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Annual Repor t 2020


UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS

The United Nations has put forward 17 Sustainable Development Goals (“SDGs”) to build a better world for people and planet by 2030. In reviewing our material matters, we have identified 5 SDGs which the Group could contribute towards the cause of the SDGs, which we have listed below:

Material Matters and its Relevant SDGS Our Commitments

CompliancePromote sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all

We seek to maintain a consistent adherence to the relevant regulatory requirements relevant to our business and deter from any issues of non-compliance that could be detrimental to the Group’s reputation.

Business GovernancePromote sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all

We set a culture of responsibility and integrity, along with good risk management practices that align with the Board’s risk appetite and strategy.

Product and Services ResponsibilityMake cities and human settlements inclusive, safe, resilient and sustainable

We are focused on building homes of enduring quality to ensure strong customer satisfactions and in enhancement of our reputation as a trusted developer.

Renewable EnergyEnsure access to affordable, reliable, sustainable and modern energy for all

We strive to promote the development of clean energy through the marriage of economic returns with renewable energy generation.

Occupational Health & SafetyEnsure healthy lives and promote well-being for all at all ages

We recognise the importance of maintaining our employees’ wellness by promoting a safe and healthy physical work environment which cultivates better work-life balance among employees.

Employee ManagementPromote sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all

We are committed to uphold an equal opportunity and inclusive work culture which supports a diverse pool of talent by dedicating our efforts to the development and welfare of our employees.

Corporate Social ResponsibilityEnsure inclusive and equitable quality education and promote life-long learning opportunities for all

We proactively serve the community that we operate in by providing monetary and in-kind benefits to those in need. Our Amcorp Study Grant provides the opportunity to Malaysians to pursue the Association of Chartered Certified Accountants (“ACCA”) qualification.

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OUR APPROACH TO SUSTAINABILITY

The Group’s sustainability commitment and initiatives are based on three key pillars – Environment and Resources Management, Our People and Community and Social. We strive to ensure that these commitments are intrinsic in our approach towards business but also in our day-to-day operations.

Environment and Resources Management

The Group strives to minimise negative environmental impact by continuously evaluating and improving our processes in waste management in parallel to ensuring resource and energy conservation.

Our People

The Group is committed to promote a safe and conducive working environment for our people and encouraging a healthy culture of mutual trust and respect.

Community and Social

We understand and appreciate the importance of giving back to the community through our various corporate social responsibility community projects.

Environmentand ResourcesManagement

SustainableBusiness

Our People Communityand Social

SUSTAINABLE BUSINESS

Business Governance

In striving for both economic growth and a sustainable business, our leadership focuses on sound governance, ethical business conduct and a culture of compliance. By setting a culture of responsibility and integrity, along with good risk management practices, the Board of Directors sets a tone to achieve our business objectives.

The Directors’ Code of Conduct and Ethics prescribes the standard for our commitment towards working with integrity while maintaining fair and ethical practices. In addition, our corporate values emphasising on ethical behaviour are set out in the Group’s Employee Handbook.

Our whistleblowing policy, which is available on our website, provides an avenue for our stakeholders to raise genuine concerns on any wrongdoing or improper conduct in a transparent and confidential manner without fear of reprisals.

Business Governance

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Annual Repor t 2020


An additional measure towards strengthening business governance is through the maintenance of an adequate and effective risk management process. Risks and audit oversight for the Group is coordinated via our Risk Management framework as outlined in the Group’s Risk Management Policy. This policy is regularly reviewed by the Board and accords with the Statement on Risk Management and Internal Control: Guidance for Directors of Public Listed Issuers. The key activities are monitored and new projects evaluated by the Risk Management Committee, which reports to the Audit Committee. Additionally, each department also has the remit of assessing their own risk factors and addresses the adequacy of controls to curtail and monitor identified risks. Further details on the Group’s risk management process and internal controls are provided in our Statement on Risk Management and Internal Control set out on pages 48 to 50 of this Annual Report.

Anti-bribery and Anti-corruption

Our Board is responsible for ensuring that the Group has appropriate policies and processes in place to prevent corruption and bribery. Top-level commitment is vital for establishing a transparent and enterprise-wide culture that fight against corruption. The Board Charter and Directors’ Code of Conduct and Ethics outline the fundamental guiding principles and standards applicable to the Directors in carrying out their responsibilities in the best interest of the Group. The Group also published an Anti-Corruption Policy on its website and Directors and employees have been reminded to adhere and comply with the same. Our Anti-Corruption Policy sets out the Group’s position on bribery in all of its form and matters of corruption that may confront the Group in its day-to-day operations. Risk assessments are carried out to identify key risk areas prone for corruption and appropriate processes, systems and controls are in place to mitigate these risks. The outcome of the risk assessments and effectiveness of the control in place are reported to the Risk Management Committee and reviewed by the Audit Committee. During the year, the guidelines on adequate procedures pursuant to subsection (5) of Section 17A under the Malaysian Anti-Corruption Commission Act 2009 was issued by the Prime Minister’s Department. The guideline outlines five guiding principles; Top Management Commitment, Risk Assessment, Undertake Control Measures, Systematic Review, Monitoring and Enforcement and Training and Communication. The Group undertook an assessment on our policies and processes based on the five principles and proposed some enhancements to complement the anti-corruption programme. Among the enhancements were update of the gift policy in the Employee Handbook and the introduction of Gift Declaration Form and the introduction of Code of Conduct for Business Partners. These new changes has been notified to all our Directors and employees and the Code of Conduct for Business Partners was communicated to our business partners in ensuring that they are aware of our accepted standards of behaviour in doing business with us. In the year under review, a total of 115.5 hours of training relating to governance, anti-bribery and anti-corruption was recorded and no incidents on legal non-compliance issues relating to bribery and corruption was reported.

In-house training for Directors and employees on Corporate Liability Provision and Competition Act

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Compliance

Regulatory compliance is an area of utmost importance, as any issues of non-compliance can be detrimental to the Group’s reputation, in addition to the potential liability of penalties. Emphasis on compliance with laws and regulations is stated in the Directors’ Code of Conduct and Ethics and corporate values are set out in the Group’s Employee Handbook. Each department keeps track of the relevant regulations in their respective business division and ensures the appropriate steps are taken to comply with the same. These steps are documented in their respective standard

operating procedures (“SOP”) manuals and are included in internal audit’s scope of work to ensure compliance. Any deviations found during the audit process are reported to the Audit Committee and corrective actions are proposed to prevent the irregularities. Our whistleblowing policy also enables stakeholders to report on any incompliance and/or any illegal conducts.

Training and development programmes are provided to employees to enhance their knowledge and competency in carrying out their duties and to keep them updated with the latest laws and regulations. During the year in review, there had been no incident of any significant fines or sanctions of non-compliance with laws and regulations.

During the year under review, to further emphasise and strengthen the awareness on the importance of compliance and ethics, several workshops, events and internal programmes were organised for our Directors and employees. The topics covered during the events included:

• CorporateGovernance:NewPerspectives&DevelopmentforBoardofDirectors&Secretaries• CorporateLiabilityProvisionandCompetitionAct• TheInstituteofInternalAuditors(IIA)MalaysiaNationalConference2019• ManagingCorporateGovernanceChallenges:ComplianceReality• RaisingDefences:Section17A,MACCAct• TheNewAnti-CorruptionLawAffectsYou!–WhatPLCDirectorsMustKnow

Product and Services Responsibility

We are committed to building homes of enduring quality to ensure strong customer satisfaction and to enhance our reputation as a trusted developer. Our responsibility does not cease with the handover of keys as we extend our commitment to our product quality by listening carefully to our customer’s feedback whether by ensuring all snags are cleared or sufficient greenery and landscaping is provided for a pleasant environment.

In our Malaysia Properties segment, we maintain a high level of security for residents’ safety that includes CCTV monitoring and regular patrolling across checkpoints throughout our Kayangan Heights development. The development also featured a resident’s clubhouse which houses a swimming pool, a garden, a playground, a barbeque area, gym facilities and a tennis court. The clubhouse forms a nexus for social connection between the residents in the development.

Clubhouse, Kayangan Heights, Shah Alam

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Annual Repor t 2020


Over at East Malaysia, we ensure that sufficient green spaces are available to the residents in our Malaysian township development projects. This takes the form of a 9.3 hectares of Central Green Lung and a 16 hectares of Green Belt stretching up to 3.6km within the residential components. Works for Green Belt are in-progress with the upcoming development, Amber Avenue. We have completed the Green Belt parcels which are located in 2 areas, Pearl Avenue and Coral Avenue. To complement the Green Belt exercise, the team oversees a tree nursery to nurture trees to be planted across the development. To date, the nursery has provided landscaping of approximately 7,900 plants (including trees and shrubs) across the township comprising of various species such as bushida, footstool palm, foxtail palm, pinang palm, yellow palm, urgenia plant among others.

The Group, through its wholly-owned subsidiary, Amcorp Sibujaya Sdn Bhd (“Amcorp Sibujaya”), which is the master developer for Sibu Jaya, also collaborates with the Sibu Rural District Council (“SRDC”) and non-governmental organisations to organise events in Sibu Jaya for the benefit of the community. Among the events organised at our commercial centres were:

Events

24 June 2019

Sibu Jaya Street Garden Pilot Project

Hosted by: Amcorp Sibujaya and supported by SRDC

The Sibu Jaya Street Garden Pilot project is an effort to beautify the residential street at Sibu Jaya. This pilot project was aimed at instilling a greater sense of pride and care amongst residents for their surroundings.

Road verges were cleared of unkempt vegetation and rubbish. Dustbins were anchored with colourfully painted used tyres and ornamental plants were planted along an entire street.

SRDC’s Deputy Chairman Cr. Robert Lau and the three zone councillors participated actively in the event which was spearheaded by Amcorp Sibujaya’s in-house landscape team.

Our employee from Sibu Jaya office showing the staff from Land and Survey Authority around the nursery

Fun 5 Street Carnival Water Fiesta in Sibu Jaya

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Events

22 August – 8 September 2019

Sibu Jaya Fun 5 Fiesta

Hosted by: Amcorp Sibujaya and supported by Embun Kiara Sdn Bhd and SRDC

Organised for the third year consecutively, the Sibu Jaya Fun 5 Fiesta was held to celebrate the fun and vibrant relationship that the township residents has. The event has grown with each passing year. Though the event was based on the 5 elements; water, metal, wood, fire and earth, water has been chosen as the main element in the Sibu Jaya Fun 5 Fiesta. Water, alongside with other oriental elements, was a reflection of the symbiotic relations that the community shares. The Sibu Jaya Fun 5 Fiesta was a celebration of Malaysia’s unique community diversity. The 13-days fiesta started with carnival events and games, with its main activities such the Water, Fire, Earth fiesta peaking around 31 August to 1 September 2019.

From the wildly popular Water Fiesta to the awesome Fire Fiesta and Fun Fiesta, families get together to enjoy carnival games, treats and rides whereas the Earth Fiesta featured camping and childhood games.

Our Group Chief Operating Officer, Encik Azlan Baqee, together with some 50 staff, flew in from Kuala Lumpur to join in the joyous occasion. Communities from surrounding towns such as Kanowit, Durin, Selangau and downtown Sibu joined in the two weeks long fiesta which saw Sibu Jaya packed to the brim, displaying the vibrancy of the township.

21 September 2019

CSR Free Masks at Sibu Airport

Hosted by: Amcorp Sibujaya

At the height of the dreaded haze caused by open burning in the neighbouring country, some parts of Sarawak recorded unhealthy levels of air pollution. As a concerned and caring developer, Amcorp Sibujaya mobilized student volunteers and its employees to distribute face masks at the Sibu Airport as prevention against harmful air pollutants.

A total of 10 boxes consisting of 50 masks each were distributed. The incoming passengers were pleasantly surprised by the kind and thoughtful effort. Other than handing out the free masks, passengers were also reminded to stop open burning at their backyards and to accord a higher degree of respect for the environment.

23 November 2019

Launching of Azman Hashim Community Sports Centre

Hosted by: Azman Hashim Foundation

The launching of Azman Hashim Community Sports Centre in Sibu Jaya was the year’s biggest event which saw the presence of Sarawak’s Right Honorable Chief Minister Datuk Patinggi (Dr.) Abang Haji Abdul Rahman Zohari bin Tun Datuk Abang Haji Openg gracing as guest of honour. The sports centre would have a sports complex, football field and an outdoor 8-lane athletics track complete with comfortable seatings for spectators and is estimated to cost RM14.0 million.

This contribution by Azman Hashim Foundation, is expected to complete in 2021. Once completed, it will benefit the community at large, especially the three schools in the vicinity that did not have proper sports facilities in their school compound.

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Annual Repor t 2020


Events

1 December 2019

Blood Donation Campaign

Hosted by: United People’s Activity Association (“UPAA”)

Driven solely by the non-governmental organisation, this is the second year that UPAA is hosting the blood donation campaign.

The campaign collected 15 pints of blood in 2019 and was supported by the Sibu Blood Bank. The campaign was important as the blood bank is always on high alert due to the need to stock up blood reserves during festive emergencies.

10 January 2020

• Sibu Jaya Community “Harmonious New Year Get Together”

• Launching of Sibu Jaya “Harmony Themed” Chinese New Year Packets

• Launch of “Jaya Eco Drummers”

Hosted by: Amcorp Sibujaya and supported by students from SMK Sibu Jaya

During the Chinese New Year festive season, Amcorp Sibujaya organised a gathering at Mulberry Street Bistro, Sibu Jaya to welcome the new year in a multi-racial setting. These include people from local business community, corporate partners, community leaders and councillors. In order to support the local businesses, all items used for the event were sourced from within Sibu Jaya.

Amcorp Sibujaya has designed its very own ang pows (Chinese New Year red packets) this year, featuring three elderly gentlemen from different races sharing a table. The congenial smiles on the three elderly gentlemen lend emphasis on the importance of maintaining a harmonious relationship that transcends race and religion in a multiracial nation like Malaysia.

In conjunction with the gathering, the Jaya Eco Drummers, which comprise of ten talented and proactive youths from SMK Sibu Jaya made their debut. These talented youths create a thumping and rousing rhythm by using just empty plastic paint drums and bamboo sticks and were received with applauds and cheers. Band leader Magdalena said that instead of whiling away their time after classes, they decided to make the most out of their free time by forming the group and shall look forward to the annual Sibu Jaya Fun 5 Fiesta for their next major public performance.

21 January 2020

Raise the Lunar Lanterns

Hosted by: Cr. Robert Lau Hui Yew and supported by Councillor Kong Yii Tee, Sibu Jaya Business Community and Amcorp Sibujaya

Driven by the desire to spread festive cheers, SRDC Deputy Chairman Cr. Robert Lau initiated the Raise the Lunar Lanterns programme with the support of fellow Councillors and members of the Sibu Jaya business community. A total of 398 lunar lanterns were put up and a lighting ceremony was held in Sibu Jaya’s Sapphire East Business Precinct to bring festive cheers to the business district in Sibu Jaya.

Not only does it make the township more cheerful, it also reinforces the beauty of our nation’s multi-ethnic harmonious existence.

Through these events and happenings, the Group promotes a sense of belonging and camaraderie among the community of residents.

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Jaya Eco Drummer debut at the Chinese New Year gatheringFree mask given out at Sibu Airport to combat the breathing of unhealthy air

Our employees having fun at Sibu Jaya Fun 5 Street Carnival Water Fiesta

Our employees donating blood in Hospital Bentong

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Annual Repor t 2020


Environment and Resources Management

Puan Shalina Azman, our Group Chairman and team members of the RE division posing together with the Merit Award certificate and trophy during the NEA Awards 2019

Renewable Energy In AMPROP, the Group’s Renewable Energy (“RE”) Division drives the sustainable business agenda by marrying economic returns with renewable energy generation to reduce the country’s carbon footprint via consumption of fossil fuels and greenhouse gas emissions. The clean energy produced using renewable sources such as hydro power and solar power helps support the country’s RE Policy and Action plan by increasing RE contribution in the national power generation mix and promoting the RE industry.

The total investment for our RE was RM281.6 million upon the completion of the construction of 2x10MW hydro power plant at Sungai Liang, Pahang during the last financial year, effectively increasing the total RE capacity to 36.25MW.

FY2018 FY2019 FY2020

Total clean energy produced 48.0 GWh 86.9 GWh 129.4 GWh

Reduction in CO2 emission 33,355 tonnes 60,295 tonnes 89,812 tonnes

Reduction in coal burned 5,912 tonnes 10,672 tonnes 15,896 tonnes

In August 2019, Amcorp Perting Hydro Sdn Bhd, a wholly-owned subsidiary of the Group, won the Merit Award (Category 2 – National Grid) at the National Energy Awards (“NEA”) 2019. The NEA recognises outstanding achievements and best practices in driving the country’s sustainable energy sector. The award was presented by Y.B. Puan Yeo Bee Yin, Minister of Energy, Science, Technology, Environment and Climate Change then.

The Group also conducts other initiatives such as collection of used batteries for recycling. The Group advocates such efforts however small, as it promotes a conscientious approach and mindset.

Renewable Energy

30



The Group recognises that our employees are a key asset to achieve the Group’s sustainability agenda. We thereby promote health and wellness in the workplace, create a safe physical work environment and help our employees achieve better work-life balance. These are achieved through the provision of appropriate training and development programmes, workshops and other related initiatives that are held regularly for the benefit of our employees.

Health and Safety

For the year, some of the health and safety initiatives to promote wellness as well as OHS were:

• Monthlyfruiteatingdaytopromotehealthyeatinghabitsandtheimportanceofdietaryfibrerequirement• WeeklyZumbaclassesandbadmintonsessions• AnnualWorldSafetyDay2019Topic:TalkonSmokingandItsEffectonOurHealth• Availabilityofwheelchairs&crutchesandinstallationofanti-collisionmirrors• Ensuringthatfirst-aidboxiswell-equipped• Maintenanceoffireextinguishersannually• CCTVandcardaccesssystem• Changecarpetflooringtovinylforbetterhygiene• Introduced15-minsexerciseineventssuchastownhall/in-housetraining• Changeofofficechairswhichweredefectivesandunfitforuse

It was also during the year in review that the outbreak of COVID-19 caused much anxiety and the government has implemented the Movement Control Order (“MCO”) commencing on 18 March 2020. The MCO was subsequently ease to Conditional Movement Control Order (“CMCO”) from 4 May 2020 onwards. The Group has implemented measures to prevent infection cluster within the organisation. During the MCO period, our offices were closed to outsiders and only employees who were involved in the essential services such as renewable energy were allowed to travel from home to work place. Our HQ office reopened on 5 May 2020 during the CMCO with the health and safety of our people as top priority. Measures such as checking of temperatures and health declaration form for the employees and visitors before entering the offices and work place, provision of face masks to employees, placement of disinfectant hand sanitisers at various locations in the site offices and communications on the importance of maintaining good personal hygiene and social distancing were communicated to prevent the infection. Other non-critical employees worked from home and some were placed on alternate workweek to reduce the number of employees during the MCO and CMCO period. Meetings were mostly held via online platforms. It is with a relief that there was no significant disruption to our operations during the outbreak.

FY2019 FY2020

OHS related training hours 456 hours 82 hours

Number of work related injuries 1 1

Number and percentage of employees undergo health screening 16 (10%) 9 (6%)

In FY2019, a higher number of hours for OHS related training was recorded due to the safety courses for new employees who were stationed at our power plant in Sungai Liang that was completed in FY2019. Our colleagues attended the First Aid and CPR course conducted by Jabatan Pertahanan Awam Raub, which equipped them with the know-how of basic first aid and CPR alongside with what to do during an emergency. This was especially important for them as the power plants are located in the forestry and the nearest medical assistance is located approximately 30-minutes drive away.

Our People

Occupational Health and Safety (“OHS”)

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Employee Management

We strive to maintain an inclusive work culture which supports a diverse pool of talent to contribute positively to the Group’s growth and productivity aligned with the Group’s vision and mission. Employees form an integral part of the Group and we remain dedicated to the development and welfare of our people

Talent Management

The continued success of the Group depends greatly on the quality of our people. Training is crucial to the Group to maintain high levels of operational efficiency. We aim to provide our employees with learning and development opportunities that will equip them with the necessary skills, knowledge and motivation to enable them to perform their jobs effectively and help them achieve their potential within the organisation.

Orientation and induction trainings are conducted for new hires to familiarise them with the organisation’s culture and working place. Employee kits consisting of company policies, telephone extension list, emails accounts and benefits are distributed during the induction training.

The Group understands the importance of talent retention and job satisfaction could lead to the higher productive team. As such, the Group maintains competitive compensation schemes, which includes bonuses, health benefits such as medical claims and health screenings, perks such as parking allowance, celebration payment for marriage and new-borns as well as maternity and paternity leaves. Annual performance reviews are carried out to discuss the short and long term goals and to open up communication and feedback on the job satisfaction.

Another area that the Group focuses on for talent management is training. The Group conducts in-house trainings in addition to external trainings to our employees to provide competency-based training programmes. These are divided into different levels with specialised content as each programme is tailored to specific objectives. They cover areas such as soft skills, technical skills, English language proficiency, information technology and finance. Apart from training, on job experience and reviews by managers also helps our employees to stay focus and enhance the skills to perform their work. During the MCO period, employees were also encouraged to engage in online training to enrich their knowledge.

FY2019 FY2020

Total hours of training per annum 1,783 hours 1,560 hours

Average hours per employee per annum 11 hours 9 hours

Employee Management

Monthly fruit eating day Staff bowling tournament

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Diversity in Workforce

We believe that a diverse workforce is important to build an effective talent pool, with the right mix of skill sets and experience. Discrimination is not tolerated whether on the basis of age or gender. The employee turnover rate ranges between 10% to 12%, which is of an acceptable range to the Group and does not cause major disruption to the Group.

Employee Engagement

Townhall meetings are organised to provide our employees with a platform to engage with the senior management. The platform serves as a means for our employees to voice any issues or concerns that they may have with respect to matters relating to work. Each year, during the townhall meeting, briefings and talks were given by a nominated department to share the insights of the roles of the specific department to foster a better understanding and enhance the working relationship amongst various departments. For FY2020, our Corporate Secretarial Department shared key matters pertaining to insider dealings with the audience to create awareness on the topic.

The Amcorp Sports Club conducts various outdoor activities, recreational and sports activities for the benefit of its members. This recognises the need for time away from our respective desks, to stay active and to foster a better working relationship with our colleagues through team building exercises. One of the highlight events during the financial year was our annual dinner to thank our employees for their continuous years of service and support to the Group.


Workforce Breakdown by Gender Workforce Breakdown by Age Group

Employee Turnover by Gender Employee Turnover by Age Group

FY2020 13 4

FY2019 14 6

_ 10 20 30 ■ Female ■ Male

FY2020 58 110

FY2019 56 101

0 50 100 150 200 ■ Female ■ Male

FY2020 34 98 36

FY2019 29 95

0 50 100 150 200■ Under 30 ■ Between 30-50 ■ Over 50

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FY2020 6 10 1

FY2019 10 9

_ 10 20■ Under 30 ■ Between 30-50 ■ Over 50

1

Long Service Award recipients at Annual Dinner

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Annual Repor t 2020


We believe that it is equally important for the Group to serve the community in which we operate and to contribute to social responsibilities. The Group contributes to the community by lending its time and expertise of our people towards sizeable charitable projects funded by Yayasan Azman Hashim. Monetary donations and in-kind are channelled to orphanages and old folks homes during festive seasons, as part of our giving back to the communities.

Yayasan Azman Hashim (“YAH”)

The Group actively lends its support to YAH as part of giving back to the community. YAH is a non-profit charitable institution founded by Tan Sri Azman Hashim, our major shareholder focusing primarily on improving education and community welfare. The Group provides the time and expertise of its employees to YAH’s activities including dealing with the relevant authorities, architects and planners in overseeing the charitable development projects such as construction of UMS Sport Arena for Universiti Sains Malaysia, Azman Hashim UMS Gallery for Universiti Malaysia Sabah and Azman Hashim Community Sports Centre in Sibu Jaya. The highlight for the year was Azman Hashim Community Sports Centre in Sibu Jaya. Once completed, the sports centre would have a sports complex, football field and an outdoor 8-lane athletics track complete with comfortable seating for spectators and is estimated to cost RM14.0 million which is funded by YAH. The sports centre is expected to complete in 2021 and a groundbreaking ceremony was held on 23 November 2019 with the presence of Tan Sri Azman Hashim.

Amcorp Study Grant (“ASG”)

The ASG is a collaborative effort between the Group, Amcorp Group Berhad (“Amcorp”) and YAH to offer scholarship cum loan to Malaysian students pursuing the ACCA qualification in Malaysia on a full time basis. Through ASG, the Group aims to provide young deserving Malaysians the opportunity to pursue their education. Upon graduation from ACCA, these young scholars are given employment opportunities within Amcorp Group of companies.

During the year in review, our ASG graduates presented ASG awareness roadshows to students at various educational institutions, sharing their personal experiences as an ACCA student, an ASG recipient as well as working with the Group. The attendees benefited from the talk which highlighted topics like the salient features of the ASG and ACCA qualification.

Since the inception of ASG, 27 ASG recipients have benefited from the grant, in which the Group has committed RM540,000 for the 27 recipients.

Community and Social

Corporate Social Responsibility

Groundbreaking and official launch of Azman Hashim Community Sports Centre in Sibu Jaya by Tan Sri Azman Hashim, founder of YAH

ASG graduate giving ASG awareness talk at St Michaels Institution in Ipoh, Perak on 17 January 2020

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Other Corporate Social Responsibility (“CSR”) Initiatives

In September 2019, the Group worked together with the Orang Asli community living near our Sungai Liang power plant, to layer an approximately 600m of High Density Poly Ethylene (HDPE) pipe and installed a water tank near the village to provide access of water. The Orang Asli, who lives near the vicinity, face challenges to access water sources especially during the monsoon season due to the strong-current water condition brought forward by the monsoon. Upon the installation of the pipe and water tank, the Orang Asli no longer require to travel down to the river to fetch water to perform their daily chores.

The Group continues to contribute to local charities, voluntary organisations and support numerous charitable causes, both in cash and in kind. This includes our collaboration with Doremon Supermarket in Sibu Jaya to donate food items to the underprivileged children, blood donation to Hospital Raub as well as cash donation to the Persatuan Kebajikan Orang-orang Tua Bahagia Selangor.

Other initiatives by the Group include the festive celebrations such as Chinese New Year celebration together with Persatuan Kebajikan Orang-orang Tua Bahagia Selangor and Majlis Berbuka Puasa with Rumah Bakti Cahaya Hati.

As the Group moves forward in our sustainability journey, we strive to integrate sustainability into business practices and operations. The Group acknowledges that we are always learning, improving and adapting our approach to progress this sustainability agenda. We believe that there are many benefits to doing so and we are seeking to take greater responsibility for the sustainability of the Group without compromising on the needs of future generations.


Installation of water tank at the Orang Asli community near Sungai Liang, Pahang

AMPROP team tossing to a prosperous Chinese New Year

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Annual Repor t 2020

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The Board of Directors of Amcorp Properties Berhad (“AMPROP” or “the Company”) recognises the importance of safeguarding and promoting the interests of shareholders. The Board remains steadfast in its commitment in upholding the value of good corporate governance by continuously advocating transparency, accountability, integrity and responsibility to enhance long term shareholders’ value and safeguarding the stakeholders’ value.

The Board presents this Corporate Governance Overview Statement (“Statement”) to provide shareholders and investors with an overview of the corporate governance practices of the Company under the leadership of the Board during the financial year ended 31 March 2020. The overview takes guidance from the three (3) key corporate governance principles as set out in the Malaysian Code on Corporate Governance (“Code”).

This Statement is prepared in compliance with the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and shall be read together with the Corporate Governance Report (“CG Report”) of the Company, which provides the details on how the Company has applied each practice as set out in the Code. The CG Report is available on the Company’s website at www.amcorpproperties.com.

The governance structure of AMPROP is as follows:

Corporate Governance Overview Statement

Stakeholders

Documents

ANNUAL REPORT 2020...ANNUAL REPORT 2020 Amcorp Properties Berhad 196501000597 (6386-K) Amcorp Properties Berhad Annual Report 2020 2.01 PJ Tower, 18 Persiaran Barat 46050 Petaling