5725 Aeon Ann Rep cover wai.ai

The pencil and words on the Annual Report
cover denote the prospect of limitless success
in creativity and innovation by AEON CO.
(M) BHD. (AEON or the Company) together
with its business partners, staff and customers.
The colour orange of the pencil represents
AEON’s enthusiasm and determination to work
towards this objective and breakthrough. It
also symbolises AEON’s limitless commitment,
strength and endurance.
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Annual Report 2008
TABLE OF CONTENTS
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New Stores ....................................................................................................................................
Store Renovations ............................................................................................................................
MaxValu Renovation ........................................................................................................................
AEON In-House Brand .....................................................................................................................
Tree Planting Ceremonies ..................................................................................................................
AEON Woodland Progress ...............................................................................................................
“With All Our Hearts” Malaysian JUSCO Foundation .............................................................................
Corporate Social Responsibility ..........................................................................................................
Human Resource Management ..........................................................................................................
An Introduction to ÆON ...................................................................................................................
Corporate Information and Directory ...................................................................................................
Share Price ....................................................................................................................................
Revenue
Profit Attributable to Shareholders
Five Years Financial Highlights ...........................................................................................................
Directors’ Profiles .............................................................................................................................
Senior Management ........................................................................................................................
Chairman’s Statement .......................................................................................................................
Review of Operations .......................................................................................................................
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CORPORATE GOVERNANCE
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Statement on Corporate Governance ..................................................................................................
Terms of Reference of the Audit Committee ...........................................................................................
The Audit Committee ........................................................................................................................
Statement on Internal Control .............................................................................................................
Other Information ............................................................................................................................
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FINANCIAL STATEMENTS
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Directors’ Report ..............................................................................................................................
Balance Sheet ................................................................................................................................
Income Statement ............................................................................................................................
Statement of Changes in Equity ..........................................................................................................
Cash Flow Statement .......................................................................................................................
Notes to the Financial Statements .......................................................................................................
Statement by Directors ......................................................................................................................
Statutory Declaration
Independent Auditors’ Report .............................................................................................................
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OTHERS
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Analysis of Shareholdings .................................................................................................................
Substantial Shareholdings
Directors’ Interests
List of 30 Largest Shareholders ...........................................................................................................
Particulars of Properties .....................................................................................................................
JUSCO Stores, Shopping Centres & MaxValu .......................................................................................
Milestones .....................................................................................................................................
Notice of Annual General Meeting .....................................................................................................
Notice of Dividend Payment ..............................................................................................................
Statement Accompanying Notice of Twenty-Fourth Annual General Meeting
Proxy Form .....................................................................................................................................
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NEW STORES
With 190 retail shops available, AEON Seberang Prai
City Shopping Centre offers Penangites an opportunity to
enjoy one-stop shopping, offering a wide assortment of
merchandise, services and entertainment convenience.
ONE-STOP SHOPPING AT
AEON SEBERANG PRAI CITY
Folks in the northern region welcome the new AEON Seberang
Prai City Shopping Centre on 22 August 2008. This shopping
hub is the largest shopping centre in the northern region, offering
customers a shopping environment comparable to those in the
Klang Valley.
The grand opening of AEON’s 15th shopping centre and 19th
JUSCO store on 13 December 2008 was officiated by the
Yang Di-Pertua Negeri Pulau Pinang, Tuan Yang Terutama Tun
Dato’ Seri Utama (DR.) Haji Abdul Rahman bin Hj. Abbas.
During the grand opening of this shopping centre, AEON’s
“With All Our Hearts” Malaysian JUSCO Foundation donated
a dialysis machine worth RM43,000 to Pusat Dialisis Province
Wellesley Renal Medifund Bukit Mertajam.
With a total net lettable area of approximately 675,000
square feet, the 3-level shopping centre has 190 retail shops,
offering an assortment of goods for everyone. It also has
ample parking space, with more than 3,000 parking bays for
shoppers’ convenience.
Other main attractions include the 8,000 square feet Digital
Mall and the Bazaar Seni. The Bazaar Seni highlights local
snacks, handicrafts and accessories and is AEON’s effort in
supporting the local entrepreneurs.
Furthermore, there’s also a rental-free public library located at
the shopping centre’s North Court. The library, managed by
the Penang Library Corporation is yet another one of AEON’s
corporate social responsibility initiatives.
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Annual Report 2008
AEON AU2 Setiawangsa Shopping Centre covers a total net
lettable area of approximately 337,000 square feet. It also
has ample parking space with more than 1,300 parking
bays, designed for customers’ comfort and convenience.
A UNIQUE SHOPPING EXPERIENCE AT
AEON AU2 SETIAWANGSA
With an arcade-style open concept shopping area, AEON
AU2 Setiawangsa Shopping Centre offers folks in the Klang
Valley a unique shopping experience. The shopping centre
opened its doors on 5 December 2008 and introduces an
environmental-friendly open air concept that is surrounded by
lush of greenery.
The grand opening of AEON’s 16th shopping centre and
20th JUSCO store was held on 22 January 2009 and was
officiated by the then Minister of Federal Territories, Y.B.
Dato’ Seri Zulhasnan Rafique.
As part of AEON’s corporate social responsibility initiatives and in
conjunction with the opening, the House of Matthew, Persatuan
Orang-Orang Cacat Anggota Malaysia and Victorious Living
Assembly also received donation worth RM2,000 each from
“WAOH” Malaysian JUSCO Foundation.
AEON has also allocated a special section - Local Bazaar to
assist local small and medium entrepreneurs (SMEs) to promote
their products. There are also the high quality yet affordable
AEON private fashion labels available at AEON’s JUSCO
General Merchandise Store (GMS) and AEON managed
tenant shops at this latest shopping paradise.
Annual Report 2008
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With the objective towards AEON’s quest for environmental
preservation, the construction of the building uses recycled
bio-waste building materials. Another highlight of the
building is the rooftop solar panels that save energy thus
reduces CO2 emissions.
ENVIRONMENTAL-FRIENDLY SHOPPING AT
AEON BUKIT INDAH SHOPPING CENTRE
On 19 December 2008, Johoreans welcome the opening
of AEON’s 17th shopping centre and 21st JUSCO store.
Equipped with eco-friendly technologies, AEON CO. (M)
BHD. takes pride in the new shopping centre as it depicts
the company’s social responsibility to the community and
the environment.
With a total net lettable area of approximately 566,000
square feet and the tagline ‘Something for Everyone’,
the 3-level shopping centre has 190 tenants, offering an
assortment of goods, from fashion, home furnishing to food
and also entertainment.
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Annual Report 2008
STORE RENOVATIONS
THE EXCELLENT NEW LOOK AT
JUSCO TAMAN MALURI
On 25 April 2008, JUSCO Taman Maluri welcomes shoppers
with a brand new look. This project is in line with AEON
CO. (M) BHD.’s constant interior refurbishment of stores for a
contemporary image. Restoration works were carried out in
stages to minimise inconvenience to customers and disruptions
to the store’s operations.
The new breakfast corner features an array of delicious and
healthy choices. The bakery, sushi and Delica sections and
ARENA Food Court also highlight an assortment of nutritious
and delectable delicacies, among others, sushi, pastries,
bread, local and international cuisines.
MORE GREAT REASONS TO SHOP AT
JUSCO METRO PRIMA
In line with AEON CO. (M) BHD.’s efforts to provide
convenience and comfort to shoppers, refurbishment works
were also carried out at JUSCO Metro Prima.
Among parts of the supermarket that were improved included
the non-halal, wine & liquor sections. There is also a new fresh
leafy and organic section and AEON Wellness to cater for
shoppers’ health and beauty care needs. The Delica and sushi
sections and La Boheme bakery were also given a facelift.
Annual Report 2008
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MAXVALU RENOVATION
The supermarket section was enhanced with a new concept
where customers can enjoy convenient shopping at the
grocery, daily & dairy, non-food, perishable, seafood and
meat sections. And the wine and liquor section is now the
health and beauty care section.
AN EXCITINGLY FRESH PASAR RAYA MAXVALU
DESA PARKCITY
Pasar Raya MaxValu Desa ParkCity also under went
refurbishments beginning 16 September 2008. The renovation
works were carried out in stages to reduce customers’
shopping inconvenience.
With a fresh and more contemporary image, and wide aisles
specifically designed for shoppers’ convenience, shopping
will definitely be a breeze for shoppers. The extra shelf
space and extensive variety of products will leave customers
spoiled for choice.
New counters were added at the Delica section as well
as an additional hot bread section at the Bakery section.
The supermarket section was enhanced with a new concept
where customers can enjoy a more convenient shopping at
the grocery, daily & dairy, non-food, perishable, seafood
and meat section. The wine and liquor section is now the
health and beauty care section. A new customer service
counter was also added to enhance customer service.
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Annual Report 2008
AEON IN-HOUSE BRAND
QUALITY LIVING AND AFFORDABILITY WITH
In line with the customers’ ever changing demands and
expectations, AEON has developed an exclusive range of
products to cater to their needs. With quality and value as
its main priority in developing these products, AEON aims to
bring the very best in its products to consumers.
From food, non-food items to home living, AEON takes pride in
using the best quality, sourced from around the world to create
the most innovative products just for Malaysian families.
THE AMAZINGLY EXCITING
SMART WONDER WORLD
Smart Wonder World is an amusement centre that provides
a different entertainment environment for children and their
family. The name, Smart Wonder World incorporates the
meanings of smart, fun, and exciting. Smart Wonder World
is designed specially for children to develop their physical
and mental strength with the blocks, drawing utilities and
other special equipment. Children may also have fun and
exciting moments venturing the adventure tower, the ball
pool and also to enjoy the vast variety of game machines
available both sourced locally and imported from Japan,
while meeting new friends. New range of attractive prizes
are available every month.
In 2008, AEON successfully opened its 13th Smart Wonder
World outlet at AEON Seberang Prai City in August, 14th
outlet at AEON AU2 Setiawangsa Shopping Centre and 15th
outlet at AEON Bukit Indah Shopping Centre in December.
SOPHISTICATED YET AFFORDABLE
IN-HOUSE FASHION LABELS
Whether it’s fashion for men, women or children, AEON CO.
(M) BHD. has a range of private labels that cater to every
Malaysian family’s fashion needs.
AGENDA, ARCADIA, CHIC AVENUE and ORANGE SORBET
offer a delightful range of trendy apparel for women and girls
that are suitable for all formal and casual occasions. And
when it comes to attractive and stylish bags and shoes, there’s
CLEEF that brings out the elegance and charm of every lady.
Fashion for the family is easier with the trendy choices of
clothings from ti:zed. In addition, there are also SAM and
SUAVE for the young and sophisticated men and IQ KIDS for
the fun and high spirited little ones!
Annual Report 2008
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TREE PLANTING
CEREMONIES
AEON GIVES BACK TO MOTHER NATURE
Tree planting ceremonies were held to signify the
relationship between AEON and the community through
AEON’s Corporate Social Responsibility positive
community-focused initiatives.
AEON SEBERANG PRAI CITY
SHOPPING CENTRE
A Tree Planting Ceremony was held on 26 July 2008 in
conjunction with the opening of AEON Seberang Prai
City Shopping Centre in Bandar Perda, Bukit Mertajam,
Penang. The memorable event was officiated by the then
Deputy Minister of Housing and Local Government, Y.B.
Dato’ Hamzah bin Zainudin. The event saw about 700
volunteers comprising AEON’s staff, nearby residents,
students, tenants, suppliers and local authority who
altogether planted 3,500 saplings.
A special book presentation also took place, where four
(4) schools – Sekolah Jenis Kebangsaan (C) Keow Kuang,
Sekolah Menengah Kebangsaan Bandar Baru Perda,
Sekolah Kebangsaan Bandar Baru Perda and Sekolah Jenis
Kebangsaan (T) Bukit Mertajam each received RM2,000
worth of educational books.
AEON AU2 SETIAWANGSA SHOPPING CENTRE
On 15 November 2008, about 700 volunteers comprising
AEON’s staff, nearby residents, students, tenants and local
authority took part in the tree planting ceremony in conjunction
with the opening of AEON AU2 Setiawangsa Shopping
Centre. Guest of Honour, Director General of Dewan
Bandaraya Kuala Lumpur, Y.Bhg. Datuk Hj. Salleh b. Yusup
was among the 700 volunteers to plant 4,617 saplings.
The tree planting ceremony signifies the relationship between
AEON and folks in Setiawangsa and AEON’s corporate social
responsibility through positive community-focused initiatives.
In addition, five (5) schools - Sekolah Kebangsaan
Setiawangsa, Sekolah Menengah Kebangsaan Seri Keramat,
Sekolah Rendah Kebangsaan (Tamil) Taman Melawati,
Sekolah Menengah Kebangsaan Lembah Keramat and
Sekolah Kebangsaan (2) Taman Keramat each received
RM2,000 worth of educational books.
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Annual Report 2008
AEON BUKIT INDAH SHOPPING CENTRE
With the opening of another shopping paradise down south
in Johor – AEON Bukit Indah Shopping Centre, another
traditional tree planting ceremony took place on 6 December
2008. The event was officiated by the Chief Minister of
Johor, Y.A.B. Dato’ Haji Abdul Ghani bin Othman. About
600 volunteers gathered at the parking area of the shopping
centre to take part in this memorable event. A total of 3,032
saplings of 5 species of trees were planted by AEON’s staff,
local authority, students, tenants, children from orphanages
and guests. The tree planting effort is not just part of AEON’s
commitment to saving the environment for future generations,
but also helps to build the relationship between AEON’s
staff, the local community and the authorities.
Furthermore, a special donation presentation to schools
and organisation also took place. Sekolah Menengah
Dato’ Usman Awang, Sekolah Menengah Kebangsaan
Seri Perling 1, Sekolah Menengah Kebangsaan Taman
Bukit Indah and Pusat Kebajikan Klvari each received a
computer worth RM1,700.
Annual Report 2008
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AEON WOODLAND PROGRESS
20th Anniversary
2004
24th Anniversary
more area, more trees
2008
On 15 September 2004, AEON CO. (M) BHD. held a special tree planting ceremony at Paya Indah Wetlands
in Dengkil, Selangor to commemorate AEON’s 20 years in Malaysia. The volunteers included AEON staff, invited
customers, business associates and 1000 volunteers from Japan.
This event was sponsored by the AEON Environment Foundation of Japan, which has sponsored the planting of over
5 million trees around the world.
Representatives of the Foundation have paid regular visits to the site, deemed as the Malaysia-Japan Friendship
Forest, at AEON Woodland. It is now a beautiful tract of thriving greenery.
About 2,400 saplings of 20 types of trees were planted at
three (3) different zones of Paya Indah Wetlands, which is
also known as Japan Friendship Forest AEON Woodland.
24TH ANNIVERSARY TREE PLANTING
CEREMONY AT PAYA INDAH WETLANDS
In conjunction with AEON’s 24th Anniversary Celebration,
a special tree planting Ceremony was held to commemorate
the event. Corporate Advisor of ÆON Co., Ltd., Japan,
Mr. Toshiji Tokiwa officiated the event by planting the first
sapling, followed by the volunteers comprising AEON’s
staff, students and volunteers from Japan. A total of 308
volunteers participated in the event that took place at Paya
Indah Wetlands, Dengkil, Selangor on 25 October 2008.
About 2,400 saplings of 20 types of trees were planted
at three (3) different zones within the Malaysia-Japan
Friendship Forest AEON Woodland.
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Annual Report 2008
“WITH ALL OUR HEARTS”
CARING FOR THE SOCIETY
MALAYSIAN JUSCO FOUNDATION
AMBULANCE FUNDRAISING CAMPAIGN
A three-month long fundraising campaign was held at all
AEON shopping centres and JUSCO stores to purchase an
ambulance for the Malaysian Red Crescent Society (MRCS).
The campaign took place from 15 December 2007 until
15 March 2008. Special carnivals were held at AEON
Bukit Tinggi Shopping Centre, AEON Seremban 2 Shopping
Centre, Kinta City Shopping Centre and AEON Tebrau City
Shopping Centre to promote the campaign. In conjunction
with the fundraising campaign, special mini coin boxes were
placed at all AEON shopping centres and JUSCO stores,
where customers can do their bit by donating their small
change in support of the campaign.
SAVE THE ENVIRONMENT WITH “WAOH”
MALAYSIAN JUSCO FOUNDATION
The Save The Environment with “WAOH” Malaysian JUSCO
Foundation campaign was launched on 16 August 2008.
And in conjunction with the campaign, 10,000 limited
edition “WAOH” Malaysian JUSCO Foundation Reusable
Shopping Bag were available for sales at all JUSCO stores
and Pasar Raya MaxValu.
The event was graced by the ambassador of “WAOH”
Malaysian JUSCO Foundation, Dato’ Siti Nurhaliza and
attended by guests from two (2) charity homes – Rumahku from
Klang and Pertubuhan Rumah Anak Yatim / Miskin Daerah
Kuala Langat (Rumah Penyayang Bestari).
And with the limited edition reusable shopping bags, shoppers
will not only help conserve the environment but also do their bit
for charity as the proceeds from the bag sales will be directed
to the “WAOH” Malaysian JUSCO Foundation.
WAOH CHARITY GALA DINNER 2008
On 20 August 2008, the annual charity gala dinner held
at the Grand Ballroom of Sunway Lagoon Resort Hotel was
graced by Yang Berhormat Tuan Jelaing Anak Mersat. Guests
were entertained by the ambassador of “With All Our Hearts”
(WAOH) Malaysian JUSCO Foundation, Dato’ Siti Nurhaliza,
Malaysian Idol, Jaclyn Victor and comedian Kam Po Po.
RAYA OPEN HOUSE 2008
A special Raya Open House was also held on 20 October
2008 at Seri Melayu Restaurant, Kuala Lumpur. About 100
children of all races from Pertubuhan Rumah Amal Cahaya
Tengku Ampuan Rahimah, Rumah Kanak-Kanak Tengku
Budriah, Compassion Home for Children and Pure Life Society
were invited to the special Hari Raya Celebration. Each
children received ‘Duit Raya’ and stationery set.
Annual Report 2008
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CORPORATE SOCIAL
RESPONSIBILITYR
Eco Roadshows were held to create awareness, and
to educate the public on the importance of saving the
environment for future generations. Members of the public
were also reminded of their actions and how their daily
activities can affect the environment.
1. AEON GOES GREEN
ECO ROADSHOWS AT
AEON SHOPPING CENTRES
In line with AEON CO. (M) BHD.’s pledge to conserve the
environment, numerous eco programmes were held at AEON
Bukit Tinggi, Kinta City and Alpha Angle shopping centres.
Activities were held to create awareness and educate the public
on the importance of saving the environment for future generations.
Members of the public were also given pointers on how to adopt
the eco-friendly methods into their daily routine. The event was
launched by Y. Bhg. Datuk Suboh bin Mohd Yassin, Secretary
General of Ministry of Natural Resources and Environment on
18 July 2008 at Alpha Angle Shopping Centre.
In conjunction with the “Say NO to Plastic Bags” campaign
and to encourage shoppers to reduce or stop using plastic
bags, a line up of JUSCO Reusable Shopping Bag was also
introduced to the shoppers at the event.
“LET’S CLEAN UP MOTHER NATURE”
Furthermore, recycling bins were placed at numerous AEON
shopping centres and JUSCO stores nationwide to promote
the recycling habits among local community. Shoppers were
encouraged to bring along recyclable waste made of paper,
plastic, glass, steel and aluminium to the Community Recycling
Centres at Taman Maluri, Taman Equine, Seremban 2,
Melaka, Taman Universiti and Bukit Raja shopping centres.
A special “Gotong-royong” clean up campaign also took
place at various public and recreational areas, schools,
orphanages and surrounding area of all AEON shopping
centres and JUSCO stores. Tree planting ceremonies were
also held along with the opening of each new store.
A ENVIRONMENTAL-FRIENDLY WORKING
ENVIRONMENT
In addition, staff at the Head Office were also encouraged to
adopt energy-saving habits such as switching off the lights and
office equipments when not in use. These practices not only help
create an environmental-friendly working environment, but also
managed to reduce electricity charges.
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Annual Report 2008
2. AEON CARES FOR THE COMMUNITY
SELFLESS ACTS OF CHARITY
Fundraising campaigns were organised at all AEON outlets
after the disastrous earthquake in China and typhoon Nargis
in Myanmar that took place in May 2008. About RM60,000
were raised for the survivors of typhoon Nargis in Myanmar and
another RM66,000 for the survivors of the China Earthquake.
A pre-Ramadhan Mega Blood Donation Drive also took place
in response to the National Blood Bank’s urgent plea for blood
donations. Members of the public were encouraged to do their
bit for charity as the amount of blood supply at the National
Blood Bank was slowly dwindling. A total of 3,100 pints of
blood were collected during the 3-day event on 29-31 August
2008 at 14 AEON shopping centres. The event was officiated
by Y.A.B Tun Dr. Mahathir Mohamed, the former Prime Minister
on 29 August 2008 at AEON Bukit Tinggi Shopping Centre.
An eventful Car Wash for Charity also took place on 18 October
2008. The occasion was held at 15 AEON shopping centres
nationwide and saw AEON’s staff getting wet and dirty, all in
the name of charity. About 875 cars were washed and a total
of RM8,868 was collected for “WAOH” Malaysian JUSCO
Foundation. This event takes place once every three months.
AEON also collaborated with government agencies to give
small and medium enterprises (SMEs) the opportunity to gain
marketing experience and promote local brands. Other than
roadshows to help promote their products, these entrepreneurs
were also given business opportunities in AEON shopping
centres, one of the highlights being the Bazaar Seni in AEON
Seberang Prai City Shopping Centre and the Local Bazaar at
AEON AU2 Setiawangsa Shopping Centre.
3. SUCCESS IN THE WORKPLACE
AEON CODE OF CONDUCT
The AEON Code of Conduct was introduced as a guideline to all
AEON’s staff to constantly strive for the best for our customers and
distinguish itself from the competition and earn customer loyalty.
With appreciation to the customers’ trust in AEON, AEON’s
staff should always take another step forward to improve the
customers’ lifestyles and always be there to serve the needs of
our future customers with integrity and honesty at all times.
TASKA ASAHI, BANDAR PUCHONG JAYA
AEON’s staff who are also working parents can now work with
peace of mind with the launch of AEON’s childcare centre, the
Taman Asuhan Kanak-Kanak Asahi (TAKA) in Bandar Puchong
Jaya. The event was officiated by the then Minister of Women,
Family and Community Development, Y.B. Dato’ Dr. Ng Yen Yen
on 28 August 2008.
This childcare centre has four (4) rooms complete with facilities
for children’s learning development and operates from 7.30am
to 11.30pm daily.
Annual Report 2008
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IPD-OUM AWARD CEREMONY 2008
About 65 AEON’s staff received their certificates and diplomas
at the Institute of Professional Development Open University
Malaysia (IPD-OUM) Award Ceremony on 9 November 2008
at the Putra World Trade Centre (PWTC). The awards were
presented by Pro-Chancellor of OUM, Tan Sri Dato’ Azman
Hashim and President/Vice Chancellor of OUM, Professor
Tan Sri Datuk Dr. Anuwar Ali.
Three (3) AEON’s staff received the Director’s Award.
Furthermore, AEON CO. (M) BHD. also received the OUM
Special Award for its constant efforts in upgrading AEON’s
staffs’ intellectual standards and competency.
4. “HELP US SERVE YOU BETTER”
AEON CARELINE
On 3 July 2008, AEON CO. (M) BHD. signed a memorandum
of understanding with Telekom Malaysia and launched
the AEON Careline. Customers can offer their feedback,
comments or make suggestions through the 1-300-80-3535
hotline. Plus, customers can also use the hotline for updates on
events and promotions and enquiries. AEON looks forward to
serve its customers better with the launch of this careline.
HYGIENE OLYMPIC 2008
The second Hygiene Olympic took place on 13 August
2008 at AEON Bukit Tinggi Shopping Centre. The event was
organised by AEON’s Food Safety Management department
and officiated by the Chairman of AEON CO. (M) BHD.
Yang Berbahagia Dato’ Abdullah bin Mohd Yusof.
The Personality Hygiene winner, Tuan Mohd Adzar bin Tuan
Kob of JUSCO Taman Equine won a trip to Japan, RM500
cash prize and a trophy. And once again, JUSCO Melaka
won the Best Store and Best Department awards.
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Annual Report 2008
AEON GRANTED PRESTIGIOUS FOOD SAFETY
CERTIFICATION
JUSCO Taman Maluri, JUSCO Taman Equine, JUSCO Melaka,
JUSCO Queensbay, JUSCO Bukit Tinggi, JUSCO Permas Jaya,
JUSCO Bandar Sunway and AEON Central Kitchen in Kepong
were granted the Hazard Analysis and Critical Control Point
(HACCP) / MS 1480:2007 certification, an international
certification granted by SGS (Malaysia).
AEON CO. (M) BHD. is the first retailer in Malaysia granted
this prestigious food safety certification.
This certification will definitely help build customer
confidence as it reflects our ‘Customer First’ philosophy.
Plus, customers can definitely see our commitment towards
becoming the ‘best in food’ – a mission echoed by our
innovative hygiene practices that ensures we retain our lead
in a highly competitive market.
HUMAN RESOURCE MANAGEMENT
EDUCATION –
AEON PEOPLE ARE “IRREPLACEABLE ASSETS”!
In 2008, the education of AEON’s staff remains one of the
main focuses of AEON.
A total of 5.76 million ringgit was invested in 2008 for the
development of AEON people.
AEON and OUM are synonym in one way or another as
from time to time; many AEON people managed to produce
team members to acquire paper qualifications, through a
collaboration programme with IPD-OUM.
On 9 November 2008, 65 AEON people received the
Executive Diploma in various fields. Besides Best Student
Awards, AEON also received an OUM Special Award as
recognition towards our efforts in human capital development,
and continually upgrade the intellectual level in AEON.
Management/Retail Trainee (MT/RT) Programme, New
Leader’s Development Programme (NLDP) and Japan Trainee
Programme are development programmes that prepare
AEON’s pool of human resources to conmmensurate AEON’s
rapid expansion plan. MT/RT will undergo a 10-month stint
on job and off job trainings in basic retail practice, while
NLDP participants will be exposed to a leadership and
managerial skills and more advanced retail knowledge in
yet another 10-month programme.
Besides the Japan Trainee Programme, year 2008 marked
the beginning of the Deputy Store Manager Challenge
Course, where 11 selected managers had undergone a
6-month stint training programme in Japan, to prepare them
as future leaders of AEON.
Plus, it is also to upgrade the skills and knowledge of
AEON’s staff, skill enhancement training such as AEON
Business School (ABS) for Store Manager, Shopping Centre
Manager, Merchandiser and Blue Waves. In addition,
there were also Hazard Analysis and Critical Control Point
(HACCP) and Perishable trainings. Furthermore, new sales
staff members also have undergone a 3-month stint Sales
Assistant training programme to provide them with the basic
retail and customer service exellence knowledge.
Annual Report 2008
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AN INTRODUCTION TO ÆON
ÆON Basic
Peace
Principles:
The Customer
People
Community
Peace
: ÆON is a corporate group whose operations
are dedicated to the pursuit of peace through
prosperity.
People
: ÆON is a corporate group that respects human
dignity and values personal relationships.
Community : ÆON is a corporate group rooted in local
community life and dedicated to make
a continuing contribution to the community.
AEON CO. (M) BHD. is a leading retailer in Malaysia with
a total revenue of RM3.43 billion in the financial year under
review. The Company was incorporated on 15 September
1984. AEON CO. (M) BHD. (AEON) was set up in response
to the Malaysian Government’s invitation to ÆON Japan
to help modernise the retailing industry in Malaysia. The
‘JUSCO’ name today is well established among Malaysians
as well as foreigners, especially due to its association with
the international ÆON group of companies. AEON has
established itself as a leading chain of General Merchandise
Stores. AEON’s constant interior refurbishment of stores
to project an image designed to satisfy the ever changing
needs and desires of consumers is clear evidence of this. The
Company’s performance has been further enhanced by the
management’s acute understanding of target market needs
and the provision of an optimal product-mix. AEON’s stores
are mostly situated in suburban residential areas, catering to
Malaysia’s vast middle income group.
The ÆON group of companies consists of ÆON Co., Ltd.,
and more than 150 consolidated subsidiaries and affiliated
companies. In addition to its core General Merchandise
Stores (GMS) plus its supermarket and convenience store
operations, ÆON is also active in specialty store operations
and shopping centre development, operations, credit card
business and services. The ÆON group of companies is an
integrated Japanese retailer and is active not only in Japan but
also throughout Southeast Asia, China and North America. At
all times, in every market, ÆON’s activities are guided by its
unchanging ‘Customer First’ philosophy. Its aim is to surpass
expectations by combining excellent products with unique
personal services that enhance the shopping experience to
make customers smile every time they shop.
18
Annual Report 2008
OUR PRINCIPLE
The fundamental principle of ÆON is its “Customer Centred
Approach”. AEON’s mission is and always will be to contribute
to the customers.
ÆON’s most basic and abiding principles are the pursuit
of peace, respect for humanity and contribution to local
communities through customer-centred initiatives. Under
these principles, we are determined to achieve global
management standards while being the best serving retailer
in the local community.
OUR STRATEGY
ÆON follows two strategies for continuous growth: Organic
Growth and Company Tie-ups. Its core business of shopping
centre operations includes General Merchandise Stores
and Supermarkets. ÆON builds complementary operations
such as specialty stores and shopping centre development
and services, and works to create synergies among these
diverse businesses.
OUR GOAL
ÆON’s goal is to operate as an “international-scale retailing
group”, recognised for excellence not only in Japan, but also
in other nations. The international recognition we are working
to achieve is not one which can be measured merely in
quantifiable terms of size, growth and profitability. We hope
to be competitive at the global level in intangible aspects
such as customer satisfaction and corporate citizenship. We
are dedicated to the idea of “quality management” to further
enhance our capabilities.
CORPORATE INFORMATION AND DIRECTORY
BOARD OF DIRECTORS
STOCK EXCHANGE LISTING
• Dato’ Abdullah bin Mohd Yusof (Chairman)
The Company is a public listed company, incorporated and
• Mr. Tsutomu Kajita
domiciled in Malaysia and listed on the Main Board of the
• Mr. Nagahisa Oyama
Bursa Malaysia Securities Berhad.
• Datuk Ramli bin Ibrahim
• Brig Jen (B) Dato’ Mohamed Idris bin Saman
HOMEPAGE
• Datuk Zawawi bin Mahmuddin
http://www.jusco.com.my
• Dato’ Chew Kong Seng
• Mr. Naruhito Kuroda
SECRETARIES
• Tai Yit Chan (MAICSA 7009143)
• Wong Lai Kuan (MAICSA 7032123)
PRINCIPAL BANKERS
• Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad (302316-U)
• Malayan Banking Berhad (3813-K)
• CIMB Bank Berhad (13491-P) (formerly known as Bumiputra
Commerce Bank Berhad)
REGISTERED OFFICE AND HEAD OFFICE
3rd Floor, Jusco Taman Maluri Shopping Centre,
Jalan Jejaka, Taman Maluri,
Cheras, 55100 Kuala Lumpur.
Tel: 03-9207 2005
CORPORATE CALENDAR
Notice of Annual General Meeting
5 May 2008
Fax: 03-9207 2006/2007
Notice of Extraordinary General Meeting
12 May 2008
AUDITORS
Annual General Meeting
26 May 2008
KPMG Desa Megat & Co. (AF0759)
Chartered Accountants,
Level 10, KPMG Tower,
8, First Avenue,
Extraordinary General Meeting
26 May 2008
Payment of Dividend
Bandar Utama,
47800 Petaling Jaya.
Book Closure
– 6 June 2008
Payment
– 26 June 2008
REGISTRARS
Tenaga Koperat Sdn. Bhd. (118401-V)
Level 17, The Gardens North Tower
Quarterly Results
Announcement
1st Quarter
– 27 May 2008
59200 Kuala Lumpur, Malaysia
2nd Quarter
– 15 August 2008
Tel: 03-2264 3883
Fax: 03-2282 1886
3rd Quarter
– 12 November 2008
DATE OF INCORPORATION
4th Quarter
– 20 February 2009
Mid Valley City, Lingkaran Syed Putra
15 September 1984
Bonus Issue Listing Date
25 June 2008
Annual Report 2008
19
SHARE PRICE
Stock Code: 6599
Stock Name: AEON
2008
High (RM)
Low (RM)
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
10.80
9.90
9.50
9.65
11.80
10.50
4.10
4.00
4.26
4.28
4.20
4.20
9.70
9.30
9.15
9.25
9.20
4.04
3.74
3.78
3.80
3.90
3.80
3.62
Volume (‘000) 1,861.3 127.8
573.1 312.3 1,578.8 1,324.8 910.0 2,453.6 1,261.9 1,392.1 10,224.1 7,608.6
REVENUE
RM million
3,433.0
3,500
3,000
2,886.2
2,500
2,000
1,962.4
1,941.4
Feb’ 06
Dec’ 06
1,784.6
1,500
1,000
500
Financial Year
0
Feb’ 05
Dec’ 07
Dec’ 08
(10 months)
PROFIT ATTRIBUTABLE TO EQUITY HOLDERS
RM million
140
120.6
120
103.2
105.1
100
80
64.2
73.2
60
40
20
0
Financial Year
Feb’ 05
Feb’ 06
Dec’ 06
(10 months)
20
Annual Report 2008
Dec’ 07
Dec’ 08
FIVE YEARS FINANCIAL HIGHLIGHTS
31/12/08
31/12/07
RM’000
RM’000
31/12/06
(10 months)
RM’000
28/2/06
28/2/05
RM’000
RM’000
3,433,049
2,886,220
1,941,431
1,962,445
1,784,564
3,124,186
2,640,341
1,763,283
1,807,753
1,648,475
308,863
245,879
178,148
154,692
136,089
Profit before tax
176,349
159,006
140,741
112,198
99,010
Profit after tax
120,604
105,176
103,246
73,204
64,247
Net dividend
31,590
29,098
20,498
18,954
15,163
1,372,453
1,069,027
942,252
845,248
628,950
185,715
126,365
127,269
126,008
127,385
1,075
1,075
1,075
1,075
175
532,895
526,007
367,777
239,161
258,336
2,092,138
1,722,474
1,438,373
1,211,492
1,014,846
351,000
175,500
175,500
175,500
175,500
32,183
32,700
33,217
33,648
34,165
-
20,609
20,609
20,609
20,609
Retained earnings
499,072
562,012
476,817
392,094
333,536
Total equity attributable to
equity holders of the Company
882,255
790,821
706,143
621,851
563,810
37,138
23,829
29,113
29,281
24,429
Current liabilities
1,172,745
907,824
703,117
560,360
426,607
Total equity and liabilities
2,092,138
1,722,474
1,438,373
1,211,492
1,014,846
Net earnings per share (sen)
34.4
*30.0
*29.4
*20.9
*18.3
Gross dividend per share (%)
12
**21
16
15
12
2.51
4.51
4.02
3.54
3.21
INCOME STATEMENT
Revenue
Retailing
Property Management Services
BALANCE SHEET
Assets
Property, plant and equipment
Prepaid lease payments
Investments
Current assets
Total assets
Equity
Share capital
Revaluation reserve
Share Premium
Liabilities
Deferred tax liabilities
STATISTICS
Net assets per share (RM)
* Earnings per share has been calculated based on the number of ordinary shares of 351,000,000. Comparative earnings
per share information has been restated after adjusting for the bonus issue undertaken by the Company.
** Gross dividend per share is inclusive of the 4% special tax exempt dividend.
Annual Report 2008
21
DIRECTORS’ PROFILES
Dato’ Abdullah bin Mohd
Yusof (70)
(Malaysian)
Non-Independent
Non-Executive Chairman
Dato’ Abdullah bin Mohd Yusof was
appointed the Chairman of AEON CO. (M) BHD.
on 26 October 1984. He holds a Bachelor of Law
(Honours) from University of Singapore, which he
obtained in 1968. He has more than forty (40)
years of experience as an Advocate & Solicitor.
He started his career with Skrine & Co., as a
Legal Assistant in 1968 before starting his own
partnership under the name of Tunku Zuhri Manan
& Abdullah, Advocates & Solicitors in 1969 and
subsequently renamed the law firm to Abdullah
& Zainuddin, Advocates and Solicitors. He sits
on the Board of Directors of MMC Corporation
Berhad, Zelan Berhad, Tradewinds Corporation
Berhad and AEON Credit Service (M) Berhad, all
of which are companies listed on Bursa Malaysia
Securities Berhad. He also sits on the Board of
Directors of THR Hotel (Selangor) Bhd and several
private limited companies. He is a member of
the Remuneration & Nomination Committee of
the Board. Dato’ Abdullah bin Mohd Yusof has
attended all the four (4) Board meetings held in
the financial year. He holds 536,000 ordinary
shares directly and 1,250,800 ordinary shares
indirectly in the Company.
Mr. Tsutomu Kajita (55)
(Japanese)
Non-Independent
Non-Executive Vice Chairman
Mr. Tsutomu Kajita was appointed Non-Executive
Director of AEON CO. (M) BHD. on 16 May 2007
and appointed as Non-Executive Vice Chairman on 14
August 2007. He holds an MBA from Babson College,
Massachusetts, USA. He joined Mitsubishi Corp., Japan,
as an Assistant Manager in the Exporting Power System
Group in 1979, and in 1985 as Manager, Power System
Development. In 1989, he joined Diamond Energy Inc.
Los Angeles, USA, a subsidiary of Mitsubishi Corp., as
Vice President and in 1993 he was transferred to be
Assistant General Manager of Power & Traffic Project
Development. In 2000, he became Executive Vice
President & Treasurer of Diamond Generation Corporation
and joined Ripplewood Holdings, L.L.C., New York
in 2002 as Senior Advisor. Mr. Tsutomu Kajita joined
ÆON Co., Ltd., Japan as General Manager, Mergers &
Acquisitions of International Operation Division in 2005
and was the Senior Vice President and now a Director
of International Operations of ÆON Co., Ltd., Japan.
He is the Chairman and Representative Director of
Warner Mycal Corporation, President of AEON (USA),
Inc. and sits on the Board of nine (9) ÆON Companies
worldwide. Mr. Tsutomu Kajita is also the Chairman of
the Nomination and Remuneration Committee of the
Board. Mr Tsutomu Kajita has attended three (3) out of
four (4) Board meetings held in the financial year. He
does not hold any shares in the Company.
Note: Save as disclosed in this annual report, all the Directors mentioned on pages 22 to 24 have no conflicts of interest with AEON CO. (M)
BHD. or any family relationship with any Director and/or substantial shareholder nor have they any convictions for offences within the past 10 years,
except for traffic summons, if any.
22
Annual Report 2008
Mr. Nagahisa Oyama (54)
Datuk Ramli bin Ibrahim (68)
(Japanese)
Managing Director
(Malaysian)
Non-Independent
Non-Executive Director
Mr. Nagahisa Oyama was
appointed the Managing Director
of AEON CO. (M) BHD. on 22
June 2005. He holds a Bachelor’s
Degree in Business Management
from Kinki University, Japan, which he
obtained in 1977. He joined ÆON
Co., Ltd., in 1977 as a Management
Trainee and was promoted to be
Softline Merchandiser in 1980. He was
seconded to Siam JUSCO, Thailand
to set up the GMS Merchandising
Division. Following his appointment at
Siam JUSCO, Thailand from 1989 to
1991, he was promoted to General
Manager of Tonami Regional Shopping
Centre in 1991. Mr. Nagahisa Oyama
was next appointed as the General
Manager of Kaga Regional Shopping
Centre in 1996. He served as General
Manager of Higashi Mikawa and
Shizuoka Prefecture, Japan, where he
was in charge of the overall planning,
opening and operations of three (3)
new Regional Shopping Centres and
the operations of seven (7) existing
Regional Shopping Centres in the
Shizuoka Prefecture. Mr. Nagahisa
Oyama has attended all the four (4)
Board meetings held in the financial
year. He holds 14,000 ordinary shares
directly in the Company.
Datuk Ramli bin Ibrahim was
appointed Non-Executive Director of
AEON CO. (M) BHD. on 20 August
1996. He is a member of the Malaysian
Institute of Accountants and a Fellow
of the Australian Institute of Chartered
Accountants. He was attached to KPMG
Peat Marwick (now known as KPMG) in
Australia, United Kingdom and Malaysia
from 1959 to 1995. He was appointed a
Partner of KPMG Malaysia in 1971. In
1989, he was made the first bumiputera
Senior Partner of KPMG Malaysia. He
also served on the Boards of KPMG
International and KPMG Asia Pacific
from 1990 to 1995. He retired from
KPMG Malaysia in 1995. From December
1995 to December 2000, he served as
the Executive Chairman of Kuala Lumpur
Options & Financial Futures Exchange
Berhad. Currently, he sits on the Board
of Directors of Ranhill Berhad, Measat
Global Berhad, BCT Technology Berhad,
AEON Credit Service (M) Berhad and
several other unlisted public and private
limited companies including HSBC Bank
Malaysia Berhad and Yayasan Tuanku
Syed Sirajuddin. He is a member of the
Audit and Remuneration Committees of
the Board. Datuk Ramli bin Ibrahim has
attended all the four (4) Board meetings
held in the financial year. He holds
560,000 ordinary shares indirectly in
the Company.
Brig Jen (B) Dato’ Mohamed
Idris bin Saman (64)
(Malaysian)
Independent
Non-Executive Director
Brig Jen (B) Dato’ Mohamed
Idris bin Saman was appointed
Non-Executive Director of AEON
CO. (M) BHD. on 16 June 2000.
He holds a Post Graduate Diploma
in Management Studies from the
Slough College, United Kingdom
which he obtained in 1980. He was
a graduate of the Air Command &
Staff College, Maxwell, USA and
the Armed Forces Defence College,
Kuala Lumpur. He joined the Royal
Malaysian Air Force as a Pilot
Officer and served for thirty-five (35)
years, in various executive positions
within its Logistic Branch. He retired
from the Royal Malaysian Air Force
in 2000 as the Assistant Chief of the
Air Force (Material). He is a Director
of Affin Fund Management Bhd.
He is a Fellow of the Malaysian
Institute of Logistics. Brig Jen (B)
Dato’ Mohamed Idris bin Saman is a
member of the Audit and Nomination
Committees of the Board. Brig Jen (B)
Dato’ Mohamed Idris bin Saman has
attended all the four (4) Board meetings
held in the financial year. He does not
hold any shares in the Company.
Annual Report 2008
23
Datuk Zawawi bin Mahmuddin
(63)
(Malaysian)
Independent
Non-Executive Director
Datuk Zawawi bin Mahmuddin
was appointed Non-Executive Director of
AEON CO. (M) BHD. on 23 July 2001. He
holds a Bachelor of Arts (Honours) Degree
from the University of Malaya, which he
obtained in 1968. Datuk Zawawi joined
the Administrative and Diplomatic Service
and began his career as an Administrative
Officer in the Ministry of Transport in 1968.
From 1970 to 1975 he served as private
secretary to the Deputy Prime Minister
and thereafter held various positions in the
Cabinet Secretariat of the Prime Minister’s
Department from 1975 to 1990. His
subsequent appointments were as follows:Federal Secretary in Sarawak (1990
– 1992), Deputy Secretary General 1,
Ministry of Home Affairs (1992 – 1994),
Secretary General, Ministry of Information
(1994 – 2000). Datuk Zawawi was
formerly on the Board of Syarikat Explosive
Malaysia Sdn. Bhd. (SME), National
Film Development Corporation (FINAS),
Governing Council, Bernama and Sukom
Ninety Eight Bhd. Besides being Chairman
of Northport Distripark Sdn. Bhd., he also
sits on the Board of a few private limited
companies. He is also a member of the
Nomination Committee of the Board. Datuk
Zawawi bin Mahmuddin has attended all
the four (4) Board meetings held in the
financial year. He does not hold any shares
in the Company.
24
Annual Report 2008
Dato’ Chew Kong Seng (71)
Mr. Naruhito Kuroda (46)
(Malaysian)
Independent
Non-Executive Director
(Japanese)
Non-Independent
Non-Executive Director
Dato’ Chew Kong Seng was
appointed Non-Executive Director of
AEON CO. (M) BHD. on 23 July 2001.
He is a Fellow of Institute of Chartered
Accountants in England and Wales, a
Member of the Malaysian Institute of
Accountants and the Malaysian Institute
of Certified Public Accountants. He
was a tax officer in the Inland Revenue
Department in the United Kingdom and
then joined Stoy Hayward & Co. in the
United Kingdom from 1964 to 1970.
He returned to Malaysia and joined
Turquand Young & Co. (now known as
Ernst & Young) and was subsequently
transferred to Sarawak office as
Manager in-charge and later as Partner
in-charge. He was appointed as the
Managing Partner of Ernst & Young
from 1990 to 1996. Currently, Dato’
Chew Kong Seng is a Director and
Audit Committee Chairman of Petronas
Dagang Berhad, PBA Holdings Berhad
and Bank of America Malaysia Berhad,
as well as a Director and a member of
the Audit Committee of Petronas Gas
Berhad, GuocoLand (Malaysia) Berhad,
and Encorp Berhad. He is also a Director
of Industrial Concrete Products Berhad,
Great Wall Plastic Industries Berhad and
several private limited companies. Dato’
Chew Kong Seng is the Chairman of the
Audit Committee and a member of the
Nomination Committee of the Board.
Dato’ Chew Kong Seng has attended
all the four (4) Board meetings held in
the financial year. He does not hold any
shares in the Company.
Mr.
Naruhito
Kuroda was
appointed
Non-Executive
Director
of AEON CO. (M) BHD. on 16
May 2007. He holds a Bachelor’s
Degree in English Literature from
Kansai University of Foreign Studies,
Japan, which he obtained in 1984.
He joined ÆON Co., Ltd., in 1984
and was transferred to AEON Credit
Japan and subsequently seconded to
AEON Credit Service (Asia) Co., Ltd.
Hong Kong, as a Senior Manager. In
1995 he was appointed a director
of AEON Thana Sinsap (Thailand)
PLC and also the Deputy Managing
Director of ACS Capital Corporation,
which he held from 1998 to 1999.
Mr. Naruhito Kuroda was appointed
a Director of AEON Credit Service
(ASIA) in Hong Kong in 1999 and
appointed the Managing Director of
AEON Credit Service (M) Berhad in
2001. He currently sits on the Board
of Directors of PT AEON Credit
Service Indonesia. Mr. Naruhito
Kuroda has attended all the four (4)
Board meetings held in the financial
year. He holds 32,000 ordinary
shares directly in the Company.
SENIOR MANAGEMENT
(Standing from left to right)
Tuan Hj. A. Rashid Hj. Adam
General Manager Corporate Communication
Ms. Chong Swee Ying
General Manager Store Operations
Puan Noryahwati Mohd. Noh
General Manager Human Resource, Administration and
Food Quality Management
Ms. Audrey Lim Suan Imm
General Manager Marketing
Lt. Col (R) Yaacob bin Mahmud
General Manager Loss Control, Security & Safety
(Seated from left to right)
Mr. Tomio Yokoyama
Senior General Manager Shopping Centre Development
Mr. Poh Ying Loo
Senior General Manager Business Support
Mr. Nagahisa Oyama
Managing Director
Mr. Mitsuru Nakata
Senior General Manager General Merchandise Store Business
Puan Nur Qamarina Chew
Senior General Manager Neighbourhood Shopping Centre Business
Annual Report 2008
25
CHAIRMAN’S STATEMENT
For the year ended 31 December 2008, AEON achieved
revenue of RM3.43 billion which is 18.9% higher than
the revenue of RM2.89 billion from the previous year. The
strong revenue growth also enabled AEON to register strong
earnings with profit before tax of RM176.3 million and
profit after tax of RM120.6 million representing 10.9%
and 14.7% growth respectively over the previous year’s
earnings. Earnings per share for the year under review
were 34.4 sen.
On behalf of the Board of Directors, I am pleased to
present to you the Annual Report and Audited Financial
Statements of AEON CO. (M) BHD. (AEON) for the year
ended 31 December 2008.
FINANCIAL REVIEW
Although the year 2008 was a difficult and challenging year
for the retail business, I am pleased to inform that AEON
CO. (M) BHD’s continued to perform well to produce strong
financial results for the year under review.
For the year ended 31 December 2008, AEON achieved
revenue of RM3.43 billion which is 18.9% higher than the
revenue of RM2.89 billion from the previous year. The strong
revenue growth also enabled AEON to register strong earnings
with profit before tax of RM176.3 million and profit after tax
of RM120.6 million representing 10.9% and 14.7% growth
respectively over the previous year’s earnings. Earnings per
share for the year under review were 34.4 sen.
During the year under review, to increase the share capital
of AEON to a level which will better reflect the Company’s
current scale of operations and also to reward our valued
shareholders, AEON increased its issued capital through a
bonus issue exercise of one ordinary share for every ordinary
share held. The whole exercise was completed by end of June
2008 and the issued share capital of AEON now stands at
RM351.0 million.
AEON’s balance sheet remains healthy as at 31 December
2008 with shareholders funds of RM882.2 million, which
provides net asset value per share of RM2.51.
26
Annual Report 2008
REVIEW OF PERFORMANCE
The year 2008 had been a very eventful year for the world
economy. What started out as a financial crisis in the US
triggered a chain of events that we now know had caused the
world’s major economies to go into turmoil. This is causing a
global slowdown in demand for goods and services adversely
affecting those in such business.
Malaysia was not spared by the economic upheavals in the
year under review. While the earlier part of 2008 saw the
threat of inflation from the rise in fuel and food prices, the later
part of the year saw the country facing the prospects of a
recession as the impact of the global economic crisis becomes
more apparent.
Against such background which generally affects consumer
behavior and sentiments. AEON had done remarkably well
in its core businesses of retailing and property management
services for the year under review. From the RM3.43 billion
total revenue registered for the year, retail sales contributed
RM3.12 billion whereas the property management services
and other income contributed RM308.9 million, which
respectively represented growth of 18.3% and 25.6 % over
their previous year’s performances.
On its retail operations, 2008 saw the opening of three new
General Merchandise Stores cum Supermarket in Penang,
Kuala Lumpur and Johor Bahru. This brings the total number
of General Merchandise Stores cum Supermarket that
AEON operates to twenty one (21). JUSCO Bandar Sunway
and JUSCO Bukit Tinggi stores which operated throughout
the full financial year also contributed significantly to the
growth for 2008. In addition, the overall performance of
the other existing stores was remarkable with a same store
growth of 6.6%.
On AEON’s property management services business, the
performance remains strong in the year under review. We
continued to enjoy good occupancy rate in the shopping
centres that we manage. Though the growth in income for the
segment was mainly from the full year operation of the AEON
Bukit Tinggi Shopping Centre and the three (3) new shopping
centres that opened during the year under review, the same
shopping centre income growth was also good at 4.3%.
CORPORATE SOCIAL RESPONSIBILITY
Despite the economic uncertainties, AEON remains steadfast
in its corporate social responsibility. In the year under review,
AEON continued to move forward with its corporate social
activities that have become synonymous with AEON. Besides
the tradition of tree planting ceremonies along with the opening
of each new shopping centre, AEON’s continuous mission of
“Planting Seeds of Growth to Serve Our Community” also saw
the planting of 2,400 trees in Paya Indah Wetland, Dengkil in
conjunction with its 24th Anniversary.
To further protect the environment and as part of its “Reduce
CO2 Emission” campaign, AEON had also adopted energy
saving initiatives at its stores and also introduced the “Say
NO to Plastic Bags” campaign at its stores. Customers are
further encouraged to shop with the JUSCO Reusable Bags,
available at subsidised prices, reuse and recycle the shopping
bags and to reduce use of plastic bags.
Through its charity foundation “WITH ALL OUR HEARTS”
Malaysian JUSCO Foundation which AEON supports and
manages, a series of charitable activities and events were carried
out in the year under review and further contributions amounting
to approximately RM391,629, both monetary and in-kind,
were donated, especially to the young and underprivileged
Annual Report 2008
27
such as charity homes and orphanages. These contributions
also included an ambulance for the Malaysian Red Crescent
Society, as well as books and computers to various schools.
FUTURE PROSPECTS AND OUTLOOK
The current economic environment presents a very challenging
time for the country and the retail industry whose performance is
dependent on consumers’ sentiments and spending. There are
indications of consumers being more cautious of their spending
habits which will have a direct impact on the retail industry.
While AEON believes that its business will continue to remain
resilient with its business model, the impact of a protracted
economic crisis on its business cannot be discounted. We are
deeply encouraged by our Government’s efforts to stimulate
spending and economic growth through the fiscal stimulus
packages. Through these strategies and measures, we remain
optimistic that domestic consumption and consumers sentiments
will continue to remain stable which will augur well for the retail
industry. Nevertheless, AEON had embarked on a series of
business and operational measures to mitigate the impact of any
restraint in consumer spending. Efforts through rationalisation
and restructuring of organizational business units, cost reduction
measures, improving operational efficiency and productivity
activities are undertaken to strengthen the Company’s ability to
weather through this storm and remain resilient.
In line with the government’s call to reduce prices, AEON
launched a price reduction campaign across all JUSCO and
MaxValu stores in November 2008 which was officiated by
Y.B. Dato’ Shahrir Abdul Samad, the then Minister of Domestic
Trade and Consumer Affairs. More than 900 items ranging
from home essentials, basic necessities, milk powder, food,
fashion and personal care products were retailed at average
12% cheaper. This policy will be ongoing as we continue to
address our customer needs and demands.
2009 will also mark the 25th anniversary year of AEON’s
establishment in Malaysia. From a humble beginning, AEON
now boasts of having twenty one (21) General Merchandise
Stores cum Supermarket and five (5) Pasar Raya MaxValu
supermarkets. This sterling performance was achieved by sheer
28
Annual Report 2008
hard work and dedication by the management and staff,
strong support from ÆON Co., Ltd., Japan and co-operation
of the Government of Malaysia. In conjunction with the
Anniversary, AEON plans a series of activities to celebrate
the occasion involving the participation of customers,
suppliers, staff, local authorities and local communities.
We are confident that these activities besides as a way of
expressing our thanks to our customers will also complement
and boost our business performance.
On our development plans, while we strongly exercise caution
and continue to seek opportunities under current environment,
we believe that the country will overcome this economic crisis
and AEON is continuing with its mid term strategy of market
domination through opening of new outlets in strategic locations.
To this end, AEON will be opening its second shopping centre
in the historic city of Melaka before the end of the year 2009.
The shopping centre, now under construction, will be leased
and managed by AEON. AEON had further announced the
proposed building of new neighbourhood shopping centres
in Bandar Sri Permaisuri, Kuala Lumpur and Bandar Mahkota
Cheras, Selangor to further increase its market share.
DIVIDEND
The Board of Directors is recommending for your approval a
first and final dividend of 12% less 25% income tax for the
year ended 31 December 2008 at the forthcoming Annual
General Meeting.
ACKNOWLEDGEMENT
On behalf of the Board of Directors, I would like to take this
opportunity to thank the management and staff for their efforts,
commitment and hard work in taking AEON through a difficult
and challenging year.
I also would like to express my gratitude to our valued customers,
business associates, bankers, government authorities and
our valued shareholders for their continuous support and
confidence in AEON.
Dato’ Abdullah bin Mohd Yusof
Chairman
Annual Report 2008
29
REVIEW OF OPERATIONS
AEON’s business continues to remain resilient. For the year
ended 31 December 2008, AEON registered a revenue
turnover of RM3.43 billion which represents a growth of
18.9% over the previous year’s performance. The retail
segment registered RM3.124 billion and the property
management services registered RM308.9 million.
REVIEW OF OPERATIONS
The year under review was indeed a challenging year for
the world economy and the country. What was originally a
financial turmoil that was confined to US due to the subprime
issues had escalated into a global financial crisis that caused
collapse in economies worldwide. Without any clear prospects
of early recovery, there are concerns that the current crisis and
recession experienced worldwide will be a prolonged affair.
In Malaysia, the earlier part of 2008 saw rising food prices
and fuel price hike which raised inflation concerns but this
was subsequently replaced by recession threat as our exports
dropped and the reality of impact from the global economic
crisis reached us.
Against such scenario, AEON’s business continues to
remain resilient for the year under review. For the year
ended 31 December 2008, AEON registered a revenue
turnover of RM3.43 billion, which represented a growth of
18.9% over the previous year’s performance. The retail segment
registered RM3.12 billion and the property management
services registered RM308.9 million.
RETAIL SALES
The retail industry in the year under review remains very
competitive, more so with the challenging and uncertain
economic environment. New malls with new formats and
themes and new hypermarkets added more variety of choices
for shoppers through the shopping environment, competitive
pricing and merchandise assortments. Under such environment,
on an overall basis, AEON’s retailing stores have generally
delivered good results in the year under review.
30
Annual Report 2008
The retail sales of RM3.12 billion represented 18.3% of
growth from the previous year’s performance. The growth
was through a combination of new stores that opened during
the year under review, full year contributions from stores
that opened in previous year as well as the overall better
performance from existing stores. Three (3) new General
Merchandise Stores cum Supermarket were opened in the year
under review. JUSCO Seberang Prai City, Penang, JUSCO
AU2 Setiawangsa, Kuala Lumpur and JUSCO Bukit Indah,
Johor Bahru were opened on 22 August, 5 December and
19 December 2008 respectively. In addition, both JUSCO
Bandar Sunway and JUSCO Bukit Tinggi which operated for
a full fiscal year in the year under review contributed in total
15.9% to the growth.
Despite the challenging environment, same store sales
performance for the existing stores in the year under review
registered a remarkable growth of 6.6%. Individually,
the existing stores performance characterise by their age,
competition faced and local operating factors, showed
growth ranging from 22% higher to 15% lower against
their previous year’s performance. JUSCO Wangsa Maju,
JUSCO Mid Valley, JUSCO Queensbay, JUSCO Metro
Prima, JUSCO Taman Universiti, JUSCO Melaka, JUSCO
Bandar Puchong and JUSCO Ipoh recorded growth ranging
from 5% to 9.5%. JUSCO Cheras Selatan and JUSCO
Permas Jaya recorded growth of 13% and 14% respectively.
JUSCO Taman Equine and JUSCO Tebrau City continued to
benefit from the improvement in the surrounding infrastructure
and housing developments, registering growth of 19% and
22% respectively. JUSCO Taman Maluri which underwent
supermarket renovation during the year recorded growth of
2% in the year under review. JUSCO Bandar Utama, despite
the competition and inconvenience to customers due to the
car park renovation works in its shopping centre, recorded
a commendable growth of 3% for the year under review.
For JUSCO Bandar Baru Klang, their lower performance by
about 15% was within expectation with the opening of the
AEON Bukit Tinggi Shopping Centre and a hypermarket
nearby. Nevertheless JUSCO Bandar Baru Klang’s result is still
considered resilient in the year under review.
As for the MaxValu stores, though their contributions are still
marginal at this moment, they continue to play an important
role in complementing the bigger general merchandise stores
by providing convenient shopping for daily necessities to the
neighbourhood communities, especially those in between
the bigger stores. For the year under review, their total sales
contribution amounted to approximately RM60.0 million.
With the knowledge and know how from its current five(5)
Pasar Raya MaxValu, which operates under different sizes and
operating environment, AEON will be able to further develop
the MaxValu business, in particular, together with its plan for
the development of neighbourhood shopping centres whereby
Pasar Raya MaxValu can be the anchor tenant.
During the year, AEON continued to emphasise and focus
on its competitive strength of being a one-stop destination
for its customers’ needs through its merchandise assortment,
competitive pricing, customer services, loyalty program and
conducive shopping environment. In the highly competitive
retail environment whereby customer service is of paramount
important, AEON continue to emphasise job excellence and
service for its customers through the annual Cashier Service
and Skills Competition and its annual 5 Star Customer Service
Campaign. The 5 Star Customer Service Campaign, which
provides monthly awards and incentives, aims to inculcate
positive attitude among staff on the importance of customer
service, with special emphasis on customer service, cleanliness,
staff management, sales area and facilities management.
Customers are also invited to participate and submit in their
constructive and innovative ideas to help improve customer
service in JUSCO stores. Compliance surveillance and
snapshot audit are carried out regularly to ensure that our
competitiveness remains at high standards.
In an effort to further improve its services and be more
sensitive to customers voices and preferences, AEON had
also during the year under review launched its very own
toll free customer care service line, the “AEON Careline”,
reachable at 1-300-80-3535. The dedicated customer service
line provides an opportunity for AEON to listen and respond
quickly to customers’ queries, complaints and suggestions in
line with the AEON’s principle of “Customer First”.
Annual Report 2008
31
Another initiative under the current environment that AEON
is working on is with its strategic and main business suppliers
in the development of suitable merchandise, pricing and
thematic promotions. AEON is also working closely with its
related company AEON Credit Service (M) Berhad for joint
synergistic collaboration to tap on the power of the J CARD
loyalty program and JUSCO Credit Card.
Our J CARD loyalty program, continue to be a strong marketing
tool for AEON as its membership grows and the J CARD
members continue to enjoy the many benefits and privileges
provided. The membership now stands at approximately
800,000 members and sales through J CARD members
constituted about 60% of AEON’s monthly sales.
In 2008, AEON became the first retailer in Malaysia to be
granted the HACCP (Hazard Analysis and Critical Control
Point) certification by SGS, the international certification body
through its Malaysian office, SGS (Malaysia) Sdn Bhd. The
certification allows JUSCO supermarkets of Taman Maluri,
Taman Equine, Melaka, Queensbay, Bukit Tinggi, Permas
Jaya, Bandar Sunway and AEON Central Kitchen’s food
quality system and food safety compliance to be on par with
international food safety standard. To further inculcate the
importance of hygiene in its business amongst its staff, AEON
also embarked on a comprehensive food safety and hygiene
audit program competition to continuously raise the standard
of hygiene levels in all JUSCO stores nationwide.
During the year under review, AEON had also launched a price
reduction campaign on its merchandise across all JUSCO and
MaxValu stores, in line with the government’s call to reduce
prices especially for basic needs and commodities. The event
was launched in November 2008 and was officiated by the
then Minister of Domestic Trade and Consumers Affairs, Y.B.
Dato’ Shahrir Abdul Samad. More than 900 items ranging
from home essentials, basic necessities, milk powder, food,
fashion and personal care products were retailed at average
12% cheaper. Special prices were also offered for selected
items to J CARD members. JUSCO SELECTION, our in-house
brand merchandise which is developed with superior quality
and value in mind to cater to JUSCO’s customers’ needs,
continue to be given strong promotional emphasis.
32
Annual Report 2008
The coming year will also mark the 25th year since AEON
was established in Malaysia and in conjunction with the
anniversary, AEON is lining up a year filled with fabulous
activities including exciting events and promotions for all its
valued customers as a token of gratitude for their continuous
support. The theme for the anniversary is “25th Anniversary
– WE THANK YOU”.
PROPERTY MANAGEMENT SERVICES
The property management services business remains a
significant and integral part of the AEON’s overall business.
In managing the shopping centres and its tenant mix, AEON
is able to provide shoppers with a one stop conducive and
convenient shopping destination that also complements its own
JUSCO store’s retailing business within the shopping centres.
Just like the retail business, the year under review was equally
challenging for the property management services division.
Despite the economic uncertainties, competitive environment
and operational challenges, for the year under review, AEON
generated a total income of RM308.9 million from its property
management services and other income which represented
a growth of 25.6% from its previous year’s performance.
The strong growth for the year under review was both due
to the same shopping centre income growth of 4.3% and
also the 15.1% contribution to shopping centre income from
AEON Bukit Tinggi Shopping Centre that was opened in
2007 and operated throughout the full fiscal year of 2008.
AEON also opened three (3) new shopping centres in
2008, namely AEON Seberang Prai City Shopping Centre,
AEON AU2 Setiawangsa Shopping Centre and AEON Bukit
Indah Shopping Centre on 22 August, 5 December and 19
December 2008 respectively. With these openings, AEON
now manages seventeen (17) shopping centres.
Annual Report 2008
33
During the year under review, AEON continued to employ
successful and sustainable strategies to attract and increase
shoppers’ traffic to its shopping centres. This is through a
provision of right tenant mix, exciting promotional activities,
proper maintenance and superior customer services in terms
of facilities and convenience. Close relationship with tenants
are maintained through regular dialogues and feedbacks
which allow development of synergistic strategies to
increase shoppers traffic. Occupancy rate remains at 95%
at the end of 2008.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility remains a key corporate
initiative integrated into AEON’s business operations and
strategies. To persuade shoppers to reduce the use of
environmental unfriendly plastic bags, AEON, in line with
its “Reduce CO2 Emission Campaign” also launched the
“Say NO to Plastic Bag” day in December 2008, where
on the 25th of every month, customers are encouraged to
recycle the plastic bags or use JUSCO’s very own reusable
shopping bags, available in many attractive designs and at
a highly subsidised price. AEON believes that its position as
a retailer with a frontline role in reaching out to consumers
enables it to create an impact and maximise awareness
amongst shoppers towards making positive changes towards
environment conservation.
A vital part of the AEON’s Corporate Social Responsibility
program is its long term tradition of tree planting events to
commemorate the opening of its new shopping centres. This
activity is usually carried out together with the local community
including school children to increase their awareness of the
need for environmental conservation, besides fostering closer
ties. To date, AEON has planted more than 350,000 trees
in the areas surrounding its stores in Malaysia. For its three (3)
new shopping centres of AEON Seberang Prai City, AEON
AU2 Setiawangsa and AEON Bukit Indah, about 15,000
saplings were planted.
The With All Our Hearts (WAOH) Malaysian JUSCO
Foundation, the charitable foundation that AEON supports
and manages, continues to be active during the year under
review in raising funds and doing charitable activities.
A net RM422,691 in donation was raised through its
annual charity gala dinner, the funds of which are used
for donation to welfare homes and for the purpose of
adding a second “Rumah Tunas Harapan” welfare home
for the young and underprivileged. During the year,
the “WAOH” Malaysian JUSCO Foundation through a
fundraising campaign has also donated an ambulance to
the Malaysian Red Crescent Society.
34
Annual Report 2008
AEON also organised various community services such as
attending to educational visits by school children to JUSCO
stores, ‘gotong-royong’ with local residents and visits to
orphanages to further foster a spirit of cooperation and
understanding with the local community. Other corporate
social activities carried out by AEON included blood donation
campaigns and also the fundraising campaigns for the victims
of China earthquake and Myammar typhoon tragedies. On
its blood donation campaigns, AEON, teaming up with Pusat
Darah Negara, media and non-governmental organisations
embarked on a mega campaign in August 2008 called “Pre
Ramadan Blood Donation” campaign across all its shopping
centres to recruit volunteer blood donors among AEON’s staff
and customers. The donation drive was officially launched by
Y.A. Bhg Tun Dr Mahathir Mohamad, former Prime Minister
of Malaysia on 29 August 2008 at AEON Bukit Tinggi
Shopping Centre. A total of more than 3,000 bags of blood
were collected during the campaign period.
HUMAN RESOURCE DEVELOPMENT
With the sizeable workforce that it employs for its business,
AEON places a very strong emphasis on its human resource
development program in various areas of its business to ensure
that a continuous pool of competent and capable staff will be
produced through the ranks as AEON expands its business.
Training programs are tailored and designed for the various
levels and categories of staff to improve their skill sets. New
graduate trainees engaged by AEON are provided with
systematic coaching and training courses under the guidance
of their experienced superiors. Progress are being constantly
reviewed and monitor for further career planning and
development. Selected candidates are also sent for annual
training stints and leadership seminars in Japan.
To sustain and promote healthy corporate culture, AEON’s
Code of Conduct Commitment is also strongly and continuously
emphasised to staff in morning assemblies, briefings and
meetings. Regular dialogues are held with staff are also
encouraged and provided with proper channels and avenues
to air their grievances and suggestions.
As a further part of its staff welfare program, AEON had also
during the year under review established its first childcare
centre, Taman Asuhan Kanak-kanak ASAHI (TAKA), near
JUSCO Bandar Puchong store to provide an alternative
childcare option to those staff with young children and babies.
To date, the centre caters to about 17 children. AEON hopes
that such initiatives will lessen the burden of AEON’s staff and
act to further increase their motivation and productivity.
Annual Report 2008
35
PROSPECTS AND FUTURE OUTLOOK
Several major economies had slipped into recession and
governments worldwide, in efforts, to counter and avoid
recession, had unveiled economic stimulus packages to
stimulate spending and growth in their countries. Malaysia is
no exception and is not immune to the global economic crisis.
The adverse impact of the economic crisis has also substantially
outweighed the benefits of the now lower fuel costs and
consumer spending in the country is expected to slowdown
considerably in the year ahead. Our government had taken
proactive measures to ease the burden of the people through
fiscal stimulus packages to prevent or soften the impact of a
recession. Through these measures, it is hoped that domestic
consumption and consumers sentiments will be stabilised.
However, it remains uncertain as to whether consumers’
spending and sentiment will remain strong enough to weather
through any protracted economic crisis should it happens.
These prospects do not augur well for the retail industry
and retailers generally had to be resourceful in developing
measures to sustain their business and market share.
While AEON believes that its current competitive strengths and
established presence will put it in a stable position to weather
through the current challenging times, AEON has embarked on
a series of operational and business measures to mitigate the
impact of slower consumer spending and to prepare itself for
any protracted economic crisis. Among others, initiatives through
rationalisation and restructuring of organisation business units,
developing strategic and sustainable revenue enhancement and
cost reduction measures, and improving operational efficiency
and productivity through effective cost conscious culture, are being
introduced. Further efforts through business process revamping
and upgrading of information technology infrastructure are now
ongoing to further strengthen AEON’s overall operations efficiency
and allow it to compete effectively.
36
Annual Report 2008
Consumers’ behavioural changes in the coming years will
define the retail business landscape for the industry and it is
crucial that their needs are closely monitored and identified
so that strategies to provide and serve them better can
be formulated. Innovative retail concepts and merchandise
that creates differentiation need to be developed to sustain
market share and retain customer loyalty.
Consumers’ behavioural changes in the coming years will
define the retail business landscape for the industry and it is
crucial that their needs are closely monitored and identified
so that strategies to provide and serve them better can be
formulated. Innovative retail concepts and merchandise that
creates differentiation need to be developed to sustain market
share and retain customer loyalty. In particular, customers under
the present environment will be more cost cautious and seek
value and quality for their purchases and shopping experience.
For its merchandise, AEON is committed to providing the
best in value, quality and varieties in its merchandise to its
customers at competitive and affordable pricing. In addition to
the price reduction campaign, for its commodity items, AEON
will also continue with its Super Savers promotion whereby
a range of selected essential items are retailed at lower than
the usual retail price. J CARD range of merchandise items are
also currently being expanded to provide further value to the
members. Another initiative under the current environment that
AEON is working on is with its strategic and main business
suppliers in the development of suitable merchandise, pricing
and thematic promotions. AEON is also working closely with
its related company AEON Credit Service (M) Berhad for joint
synergistic collaboration to tap on the power of the J CARD
loyalty program and JUSCO Credit Card. AEON will be
celebrating its 25th anniversary in the new financial year and
will take the opportunity to show appreciation to its customers
for their continuous support through a series of promotions and
activities including special merchandise.
On its property management services, increasing shoppers’
traffic and close collaboration with tenants are of strategic
importance in ensuring that AEON’s shopping centres
continued to be the favourite destinations for shopping and
leisure. To this end, exciting promotions and fairs, including
tie-up with tenants, continue to be planned while at the same
time the shopping management works to ensure that proper
amenities and services continue to be provided to shoppers.
Refurbishments and maintenance programs are ongoing
and AEON will also be focusing on tenant revamping and
upgrading in its existing shopping centres.
AEON will also still be focusing on its mid-term strategy to
develop new shopping centres in strategic locations so as
to establish a dominant position in the retail industry. While
focusing on this strategy, cost management remains a key
priority in all the development plans, especially under the
present environment. AEON continue to seek opportunities
for expansion, albeit cautiously under current economic
environment, through strategic collaboration with developers,
investors and landowners. AEON will be opening its second
outlet in the historic city of Melaka before the end of the year
2009. The shopping centre currently under construction will
be leased by AEON from a third party. It will house a variety
of tenant together with JUSCO’s own retail store. AEON will
be further looking towards developing new shopping centre
format such as neighbourhood shopping centres. In the near
future, AEON, as announced, will embarked on opening two
new neighbourhood shopping centres in Bandar Sri Permaisuri
and Bandar Mahkota Cheras.
AEON believes that with the measures taken and leveraging
on the Company’s experience and presence in the country
for the past 25 years, it will be able to weather through the
current challenging economic environment and continues to
move forward.
Annual Report 2008
37
STATEMENT ON CORPORATE GOVERNANCE
BOARD RESPONSIBILITIES
The Board of Directors, in recognising the importance of
corporate governance, is committed to ensuring that the
Company’s business and operations are in line with the
principles and best practices advocated in the Malaysian Code
on Corporate Governance.
The Board assumes responsibilities in corporate governance
and has established various processes and committees to
assist the Board in discharging of these responsibilities.
Among others, the Company’s strategies and directions,
shareholders and investors’ relationship, annual budget,
major capital expenditure, significant financial matters,
and the adequacy and integrity of internal controls
including risk assessment are within the responsibilities of
the Board of Directors.
The following paragraphs set out the Company’s application
of the principles and best practices of the Malaysian Code
on Corporate Governance.
A) DIRECTORS
BOARD BALANCE
The Board consists of eight (8) members; comprising one
(1) Non-Executive Chairman, one (1) Non-Executive Vice
Chairman, one (1) Executive Director and five (5) Non-Executive
Directors. Of the five (5) Non-Executive Directors, three (3) are
Independent Directors.
Dato’ Chew Kong Seng is the Senior Independent
Non-Executive Director to whom concerns on matters
relating to corporate governance of the Company could
be conveyed to.
The Directors bring a wide range of expertise and
experience in various fields such as economics, public
services, accounting and finance, legal, human resource,
banking, marketing, taxation, general management, retail
management and property management services. All Board
members participated and deliberated on the issues and
matters affecting the Company.
The profile of each Director is presented on page 22 to
page 24 of the Annual Report.
BOARD MEETINGS
The Board met four (4) times during the financial year ended
31 December 2008. The details of attendance of each
Director at the Board meetings held during the financial year
are as the table below: -
No
38
Name of Directors
Number of meetings attended/
held during the Director’s term in office
1
Dato’ Abdullah bin Mohd Yusof
4/4
2
Mr. Tsutomu Kajita
3/4
3
Mr. Nagahisa Oyama
4/4
4
Datuk Ramli bin Ibrahim
4/4
5
Brig Jen (B) Dato’ Mohamed Idris bin Saman
4/4
6
Datuk Zawawi bin Mahmuddin
4/4
7
Dato’ Chew Kong Seng
4/4
8
Mr. Naruhito Kuroda
4/4
Annual Report 2008
SUPPLY OF INFORMATION
The Company Secretary ensures that all Board meetings are
furnished with proper agendas. Board papers and reports
providing updates on financial, operational and corporate
developments including matters such as the Company’s
corporate social responsibilities programme are circulated
prior to the meetings to all Directors for them to discharge
their duties effectively. The Directors have full access to the
advice and services of the Company Secretary. In addition,
the Directors, if necessary, may also seek professional advice,
at the Company’s expense. The Directors may also consult
the Chairman and other Board members prior to seeking any
independent professional advice. The proceeding of meetings
was properly recorded by the Company Secretary.
DIRECTORS’ TRAINING
All the Directors have attended the Directors’ Mandatory
Accreditation Programme and the Continuing Education
Programme organised by Bursa Malaysia Securities Berhad
and are also provided with updates from time to time on relevant
new laws and regulations affecting their directorship.
Directors also from time to time visited existing stores and/or
new sites to have a thorough understanding of the Company’s
operational matters.
BOARD COMMITTEES
The Board is assisted by its Committees, which have
been established under defined terms of reference.
The Committees are the Nomination Committee, the
Remuneration Committee and the Audit Committee.
THE NOMINATION COMMITTEE
The Nomination Committee members are Mr. Tsutomu Kajita
(Chairman), Dato’ Abdullah bin Mohd Yusof, Dato’ Chew
Kong Seng, Brig Jen (B) Dato’ Mohamed Idris bin Saman
and Datuk Zawawi bin Mahmuddin. The Committee met
one (1) time in the financial year under review.
The duties and responsibilities of the Committee, among
others, are to recommend to the Board, candidates for
directorship, directors to fill seats on Board Committees and
to review annually the required mix of skills and experience
of the Board including the effectiveness of the Board as a
whole and the contribution from each Director.
The Nomination Committee, during the year under review,
has conducted the annual assessment of the Directors’
performance and contribution, the annual evaluation on
the level of independence of Non-Executive Directors and
reviewed the required mix of skills and experience of the
Board to function competently and efficiently as a whole.
THE REMUNERATION COMMITTEE
The Committee is made up of Non-Executive Directors
whose members are Mr. Tsutomu Kajita (Chairman), Dato’
Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim.
The duties of the Committee shall be to recommend to
the Board the remuneration of all Directors in all its forms.
Executive Directors play no part in decision-making or
determining their own remuneration.
In the financial year under review the Committee met one (1)
time to determine the remuneration packages of all Directors,
including the Non-Executive Chairman and Non-Executive
Vice Chairman. The determination of the remuneration
packages is a matter for the Board as a whole to approve.
Individual Director’s concerned do not participate in the
discussion on his own remuneration.
THE AUDIT COMMITTEE
The Board is also assisted by the Audit Committee whose members,
terms of reference and activities for the financial year under review
are stated on pages 42 to 44 of the Annual Report.
RE-ELECTION
In accordance with the Company’s Articles of Association,
all Directors retire every year.
Annual Report 2008
39
B) DIRECTORS’ REMUNERATION
The breakdown of the remuneration of the Directors during the financial year under review is as follows:
1) Aggregate remuneration of the Directors categorised into appropriate components:
Executive Directors
RM
Total
RM
Non-Executive Directors
RM
Fees
245,000
960,000
1,205,000
Salaries
263,558
-
263,558
Benefits-in-kind
25,200
24,600
49,800
Other emoluments
82,080
-
82,080
615,838
984 , 600
1,600,438
2) The number of Directors whose total remuneration fall within the following bands:
Number of Directors
Range of Remuneration
Executive
Non-Executive
Total
Less than RM50,000
-
-
-
RM50,001 to RM100,000
-
4
4
RM100,001 to RM150,000
-
1
1
RM150,001 to RM200,000
-
-
-
RM200,001 to RM250,000
-
1
1
RM250,001 to RM300,000
-
1
1
RM300,001 to RM350,000
-
-
-
RM350,001 to RM400,000
-
-
-
RM400,001 to RM450,000
-
-
-
RM450,001 to RM500,000
-
-
-
RM500,001 to RM550,000
-
-
-
RM550,001 to RM600,000
-
-
-
RM600,001 to RM650,000
1
-
1
1
7
8
40
Annual Report 2008
C) SHAREHOLDERS
INVESTORS AND SHAREHOLDERS
COMMUNICATION
It has always been the Company’s practice to maintain
good relationship with its shareholders. Major corporate
developments and happenings in the Company have always
been duly and promptly announced to all shareholders, in line
with Bursa Malaysia Securities Berhad’s objectives of ensuring
transparency and good corporate governance practices.
The Company’s financial performance, major corporate
developments and other relevant information are promptly
disseminated to shareholders and investors via announcements
of its quarterly performance, annual report, corporate
announcements to Bursa Malaysia Securities Berhad and
press conferences. Further update of the Company’s activities
and operations are also disseminated to shareholders and
investors through dialogue with analysts, fund managers,
investors and the media.
Besides highlighting retail business promotional activities,
the Company’s website www.jusco.com.my provides an
update of the Company’s latest performance released to
Bursa Malaysia Securities Berhad as well as other corporate
information to the public.
During the Annual General Meeting, shareholders are usually
given a presentation on the Company’s performance and
major activities that were carried out by the Company for the
financial year under review. During the meeting, shareholders
have the opportunities to enquire and comment on the
Company’s performance and operations.
D) ACCOUNTABILITY AND AUDIT
FINANCIAL REPORTING
In its financial reporting via quarterly announcements of results,
annual financial statements and annual report presentation
including the Chairman’s Statement and Review of Operations,
the Board always provides a comprehensive assessment of
the Company’s performance and prospects for the benefits
of shareholders, investors and interested parties. The Audit
Committee also assists the Board in overseeing the Company’s
financial reporting processes.
DIRECTORS’ RESPONSIBILITY STATEMENT IN
RESPECT OF THE PREPARATION OF THE AUDITED
FINANCIAL STATEMENTS
The Board is responsible for the preparation of the financial
statements for each financial year of the Company, which gives
a true and fair view of the state of affairs of the Company and its
results and cash flow for the financial year under review.
The Board has ensured that the financial statements have been
prepared in accordance with applicable approved accounting
standards in Malaysia, the requirements of the Companies Act,
1965, Bursa Malaysia Securities Berhad and other regulatory
bodies. In preparing the financial statements, the Board has
ascertained that accounting policies and reasonable prudent
judgement and estimates have been consistently applied.
The Directors are responsible for keeping proper accounting
records, which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure
that the financial statements comply with the Companies Act,
1965. The Directors have a general responsibility for taking such
steps as is reasonably open to them to safeguard the assets of the
Company, to prevent and detect fraud and other irregularities.
GOING CONCERN
The Board confirms that the Company has adequate resources
to continue its business in the foreseeable future. For this reason,
they continue to adopt the going concern basis for preparing
the financial statements.
STATE OF INTERNAL CONTROL
The Statement on Internal Control set out on page 45 of the
Annual Report provides an overview of the state of internal
controls within the Company.
RELATIONSHIP WITH THE EXTERNAL
AUDITORS
The Board with the assistance of the Audit Committee maintains
a formal and transparent relationship with the Company’s
External Auditors through the Audit Committee, Board and
formal meetings whereby issues are discussed.
The relationship between the Board and the External
Auditors is also formalised through the Audit Committee’s
terms of reference.
COMPLIANCE WITH MALAYSIAN CODE ON
CORPORATE GOVERNANCE
The Board is pleased to state that the Company was in
compliance with all the principles and best practices as
advocated in the Malaysian Code on Corporate Governance
during the financial year under review, except on disclosure of
each individual Director’s remuneration.
Annual Report 2008
41
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
Audit Committee
Designation
Dato’ Chew Kong Seng
Chairman (Independent Non-Executive Director)
Datuk Ramli bin Ibrahim
Member (Non-Independent Non-Executive Director)
Brig Jen (B) Dato’ Mohamed Idris bin Saman
Member (Independent Non-Executive Director)
CONSTITUTION
QUORUM
The Board hereby resolves to establish a Committee of the
Board to be known as the Audit Committee with the following
terms of reference.
A quorum shall consist of a majority of committee members
present at the meeting who are Independent Directors.
In the absence of the Chairman, the members present
shall elect a Chairman for the meeting from amongst the
members present.
COMPOSITION OF AUDIT COMMITTEE
The Committee shall be appointed by the Board from among
its members and shall consist of not less than three (3) members
of whom a majority shall be Independent Directors and all
shall be Non-Executive Directors.
The Committee shall include at least one person who is a
member of the Malaysian Institute of Accountants (MIA) or
alternatively a person who must have at least three (3) years’
working experience and have passed the examinations
specified in Part I of the 1st Schedule of the Accountants Act
1967 or is a member of one of the associations specified in
Part II of the said Schedule or fulfils such other requirements as
prescribed or approved by Bursa Malaysia Securities Berhad.
No Alternate Director shall be appointed as a member of
the Committee.
The Committee shall elect a chairperson from amongst its
members. In the event that a member of the audit committee
resigns, dies or for any other reason ceases to be a member,
with the result that the number of members is reduced to below
three (3), the Board shall, within three (3) months of that event,
appoint such number of new members as may be required to
make up the minimum number of three (3) members.
The Board shall review the terms of office and performance of
Committee members at least once in every three (3) years.
MEETINGS
The Committee shall meet at least four (4) times a year.
In addition, the chairperson shall convene a meeting of
the Committee if requested to do so by any member, the
management or the Internal or External Auditors to consider any
matter within the scope and responsibilities of the Committee.
The Committee shall meet at least two (2) times a year with the
External Auditor and/or the Internal Auditor without the presence
of any Executive Board members, management or employees.
42
Annual Report 2008
ATTENDANCE AT MEETINGS
The Head of Finance, the Head of Internal Audit, the Company
Secretary, the Senior Finance Manager, the Head of Legal and
a representative of the External Auditors shall normally attend
meetings. However, the Committee may invite any person to
be in attendance to assist it in its deliberations.
Non-member directors shall not attend unless specifically
invited to by the Committee.
SECRETARY TO AUDIT COMMITTEE
The Company Secretary shall be the secretary of the
committee and shall be responsible for drawing up the
agenda in consultation with the chairperson. The agenda
together with the relevant explanatory papers and
documents shall be circulated to the committee members
prior to each meeting.
The secretary shall be responsible for recording attendance
of all members and invitees, keeping the minutes of the
meeting of the Committee, circulating them to committee
members and to the other members of the Board and
for ensuring compliance with Bursa Malaysia Securities
Berhad’s requirements.
REPORTING PROCEDURES
The Committee shall prepare an Annual Report to the Board
that provides a summary of the activities of the Committee for
inclusion in the Company’s annual report.
The Committee shall assist the Board in preparing the following
for publication in the Company’s annual report:
- Statement of the Company’s application of the
principles set out in Part I of the Malaysian Code on
Corporate Governance.
- Statement on the extent of compliance with the Best Practices
in Corporate Governance set out in Part II of the Malaysian
Code on Corporate Governance, specifying reasons for
any areas of non-compliance (if any) and the alternatives
adopted in such areas.
- Statement on the Board’s responsibilities for preparing the
annual audited financial statements, and
- Statement on the state of Internal Control of the Company.
Where the Committee is of the view that a matter reported
by it to the Board has not been satisfactorily resolved resulting
in a breach of the Listing Requirements of Bursa Malaysia
Securities Berhad, the Committee shall promptly report such
matter to Bursa Malaysia Securities Berhad.
AUTHORITY
The Committee is authorised by the Board to:
- Investigate any activity within its terms of reference.
- Have resources, which are reasonably required to enable
it to perform its duties.
- Have free access to all information and documents it
requires for the purpose of discharging its functions
and responsibilities.
- Have direct communication channels with the External
Auditors, the Internal Auditor and Senior Management of
the Company.
- Obtain outside legal or other independent professional
advice and secure the attendance of outsiders with relevant
experience and expertise if it considers this necessary.
- Convene meetings with the External Auditors, excluding
the attendance of the Executive Board members, whenever
deemed necessary.
DUTIES AND RESPONSIBILITIES
- To review with the External Auditors their audit plan, scope
and nature of audit for the Company.
- To review and discuss the External and Internal Audits’ audit
reports, areas of concern arising from the audit and any
other matters the External and Internal Auditors may wish to
discuss in the absence of management, if necessary.
- To assess the adequacy and effectiveness of the system
of internal controls and accounting control procedures of
the company by reviewing the External and/or Internal
Auditors’ management letters and management responses.
- To discuss problems and reservations arising from the audits
and any matters the auditors may wish to discuss in the
absence of management, if necessary.
- To review the internal audit plan, consider the major findings
of Internal Audit, fraud investigations and actions and steps
taken by management in response to audit findings.
- To review the adequacy and relevance of the scope,
functions and resources of Internal Audit and the necessary
authority to carry out its work, including any appraisal or
assessment of the competency of the internal audit function
- To take cognisance of resignations of Internal Audit staff
members and provide the resigning staff member an
opportunity to submit his reasons for resigning.
- To review any related party transactions and conflict of
interest situations that may arise within the Company.
- To consider the appointment of the External Auditors, the
terms of reference of its appointment and any question of
resignation and dismissal before making a recommendation
to the Board.
- To undertake such other responsibilities as may be agreed
to by the Committee and the Board.
- To report to the Board its activities, significant results
and findings.
The duties and responsibilities of the Committee shall be:
- To review the Terms of Reference at least annually,
or as conditions dictate.
- To review any financial information for publication, including
quarterly and annual financial statements before submission
to the Board.
- The review shall focus on:
• Any changes in accounting policies and practices.
• Major judgemental areas.
OVERSEEING THE INTERNAL AUDIT FUNCTION
The Committee shall oversee all internal audit functions and is
authorised to commission investigations to be conducted by
Internal Audit as it deems fit. The Head of Internal Audit shall
report directly to the Committee and shall have direct access
to the Chairman of the Committee.
All proposals by management regarding the appointment,
transfer or dismissal of the Head of Internal Audit shall require
the prior approval of the Committee.
• Significant audit adjustments from the External Auditors.
• The going concern assumption.
• Compliance with accounting standards.
• Compliance with stock exchange and legal requirements.
Annual Report 2008
43
THE AUDIT COMMITTEE
THE AUDIT COMMITTEE COMPRISES THE FOLLOWING MEMBERS:
Dato’ Chew Kong Seng (Chairman)
Datuk Ramli bin Ibrahim
Brig Jen (B) Dato’ Mohamed Idris bin Saman
Independent Non-Executive Director
Non-Independent Non-Executive Director
Independent Non-Executive Director
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
During the financial year under review, there were no changes to the terms of reference of the Audit Committee.
MEETINGS
During the financial year under review, the Audit Committee convened four (4) meetings. The attendance records of the member
of the Audit Committee are as follows:
Name of Directors
Number of meetings attended/
held during the member’s term in office
Dato’ Chew Kong Seng (Chairman)
4/4
Datuk Ramli bin Ibrahim
4/4
Brig Jen (B) Dato’ Mohamed Idris bin Saman
4/4
The meetings were structured through the use of agendas,
which were distributed to members with sufficient notification.
The Company Secretary was present in all the meetings. A
representative of the External Auditors, Messrs KPMG Desa
Megat & Co., the Head of Finance, the Head of Internal Audit,
the Senior Finance Manager and the Head of Legal attended
the meetings, and related management personnel attended the
meetings upon invitation.
SUMMARY OF THE AUDIT COMMITTEE’S
ACTIVITIES DURING THE YEAR UNDER REVIEW
During the year under review, the Audit Committee carried out
its duties in accordance with its terms of reference as follows:
a. Reviewed the quarterly unaudited financial result and
annual audited financial statements before submission to
the Board for consideration and approval.
h. Reviewed related party transactions.
i. Reported to the Board on its activities and significant
findings and results of the External and Internal
Audit recommendations.
In the financial year under review, the Audit Committee held
two (2) meetings with the External Auditors without the presence
of the management, to allow the auditors to discuss any issues
arising from the audit exercise or any other matters, which the
External Auditors wished to raise.
During the year under review, the Internal Audit Department
carried out the following activities:
a. Presented and obtained approval from Audit Committee,
the annual internal audit plan, its audit strategy and audit
scope of work.
b. Reviewed the External Auditors’ scope of work and audit
plan for the year.
b. Reviewed and analysed certain key business processes
identified in the annual audit plan, reported ineffective
and inadequate controls, and made recommendations to
improve their effectiveness.
c. Reviewed and discussed the External Auditors’ audit report
and areas of concern.
c. Monitored and ensured
corrective action plans.
d. Considered the appointment of the External Auditors and
the terms of reference of their appointment.
d. Monitored compliance with policies and procedures.
e. Reviewed the internal audit plan, considered the major
findings of Internal Audit, fraud investigations and actions
taken by management in response to the audit findings.
f. Assessed the adequacy and effectiveness of the system of
internal controls and accounting control procedures of the
Company by reviewing the External and Internal Auditors’
management letters and management responses.
g. Reviewed the adequacy and relevance of scope, functions
and resources of Internal Audit and that it has the necessary
authority to carry out its work.
44
Annual Report 2008
management
implemented
e. Reviewed the adequacy and effectiveness of the internal
control structures of the Company.
f. Assisted the Board and Management on compliance matters
required by the Malaysian Code on Corporate Governance.
g. Assisted the Board and Management by reviewing
the risk policy and control strategies in the
organisation.
h. Carried out investigative assignments.
i. Continued inculcating good risk management practices
throughout the Company.
STATEMENT ON INTERNAL CONTROL
BOARD’S RESPONSIBILITIES
The Board recognises its responsibilities over the Company’s
system of internal controls, covering all its financial and
operating activities to safeguard shareholders’ investment and
the Company’s assets.
The Board has an established on-going process for identifying,
evaluating and managing the significant risks encountered by
the Company. The Board through its Audit Committee regularly
reviews this process.
In view of the limitations inherent in any system of internal
controls, the system is designed to manage, rather than
to eliminate the risk of failure to achieve the Company’s
corporate objectives.
The Audit Committee assists the Board to review the
adequacy and integrity of the system of internal controls
in the Company and to ensure that an appropriate mix of
techniques is used to obtain the level of assurance required
by the Board. The Audit Committee presents its findings to
the Board.
INTERNAL AUDIT FUNCTION
The Audit Committee, assisted by the Internal Audit
Department, provides the Board with the assurance it requires
on the adequacy and integrity of the system on internal controls.
The Internal Audit Department independently reviews the risk
identification procedures and control processes implemented
by the management, conducts audits that encompass reviewing
critical areas that the Company faces, and reports to the Audit
Committee on a quarterly basis.
The Internal Audit Department also carried out internal control
reviews on key activities of the Company’s business based
on an annual internal audit plan that was presented and
approved by the Audit Committee. The internal audit function
adopts a risk-based approach and prepares its audit strategy
and plan based on the risk profiles of the major business units
of the Company.
SYSTEM OF INTERNAL CONTROLS
The Board is responsible for managing the key business
risks of the Company and implementing appropriate internal
control system to manage those risks. The Board reviewed the
adequacy and integrity of the system of internal controls as it
operated during the period.
The following are the key elements of the Company’s system
of internal controls:
- The management structure of the Company formally defines
lines of responsibility and delegation of authority for all
aspect of the Company’s affairs. Senior management and
business unit’s managers submit and present their operational
performance reviews as well as business plans and
strategic measures in regularly held Executive Committee,
Management Committee and Operation Meetings;
- The Board approves the annual budget and reviews key
business variables and monitors the achievements of the
Company’s performance on a quarterly basis;
- The authorisation limits and approvals authority
threshold of the Company encompasses internal control
procedures. These procedures are subject to review by
the management to incorporate changing business risks
and operational efficiency;
- The Audit Committee is responsible for reviewing the
statutory annual financial statements and the quarterly
announcements, and recommends to the Board for approval
prior to submission to Bursa Malaysia Securities Berhad;
- The Internal Audit Department periodically monitors the
effectiveness and evaluates the proper functioning of the
internal control system on an on-going basis to ascertain
compliance with the control procedures and policies of
the Company. The Head of Internal Audit reports to Audit
Committee on the status of internal control system on a
quarterly basis;
- Project teams are set up from time to time to address business
and operational issues to meet the business objectives and
operational requirements of the Company.
All the above-mentioned processes have been in place and
provide reasonable assurance on the effectiveness of the
internal control system.
CONCLUSION
The Board reviewed the adequacy and integrity of the system
of internal controls that provides reasonable assurance to
the Company in achieving its business objectives. As the
development of a sound system of internal controls is an
on-going process, the Board and the management maintain
an on-going commitment and continue to take appropriate
measures to strengthen the internal control environment of
the Company.
Annual Report 2008
45
OTHER INFORMATION
MATERIAL CONTRACTS INVOLVING DIRECTORS
AND SUBSTANTIAL SHAREHOLDERS
Material contracts entered into by the Company which involve
Directors’ and major shareholders’ interests and still subsisting
at the end of the financial year ended 31 December 2008,
or entered into since the end of the previous financial year,
comprise the following:
a) On 12 October 2000 and through a supplementary agreement
on 1 January 2006 and a subsequent revised agreement on
21 February 2008, the Company entered into a Technical
Service Agreement with ÆON Co., Ltd. whereby the Company
is granted the exclusive right by ÆON Co., Ltd. to use their
trademark in relation to goods and services. The Company is
also granted the non-exclusive right to use the information and
know-how, employed or developed by ÆON Co., Ltd. for the
management and operation of retail stores, wholesale business
and related supporting activities. The total cash consideration
payable by the Company to ÆON Co., Ltd. for the year under
review amounted to RM20.36 million. ÆON Co., Ltd. is the
holding company of the Company.
b) On 1 July 1997, the Company entered into a Factoring
Agreement with a related company, AEON Credit Service
(M) Berhad whereby the Company’s goods sold on credit
under its easy payment scheme are factored to AEON
Credit Service (M) Berhad. The debts sold to AEON
Credit Service (M) Berhad are at full value of the goods
and upon the terms and conditions as stated in the factoring
agreement. The total value of the debts sold to AEON Credit
Service (M) Berhad in the year under review amounted to
RM7.42 million. Dato’ Abdullah bin Mohd Yusof and Datuk
Ramli bin Ibrahim and Mr. Naruhito Kuroda, all Directors of
AEON CO. (M) BHD. are also Directors and shareholders
in AEON Credit Service (M) Berhad. ÆON Co., Ltd. has an
indirect interest in AEON Credit Service (M) Berhad through
AEON Credit Service Co., Ltd.
c) On 23 June 2005, the Company entered into a JUSCO
Credit Card Agreement with AEON Credit Service (M)
Berhad to set out the terms and conditions for the issuance
of a credit card called JUSCO Credit Card by AEON
Credit Service (M) Berhad, in affiliation or association with
the Company, to further promote and enhance AEON
Credit Service (M) Berhad’s credit card business and the
Company’s retailing business. The Company permits AEON
Credit Service (M) Berhad to promote JUSCO Credit Card
to consumers in return for allowing the consumers to use
JUSCO Credit Card for the purchase of goods and services
offered by the Company. JUSCO Credit Card holders who
are also J CARD members will enjoy additional J CARD
loyalty points provided by AEON Credit Service (M) Berhad
through purchase of the additional J CARD points from the
46
Annual Report 2008
Company. During the year under review, the total additional
J CARD points purchased by AEON Credit Service (M)
Berhad was RM372 thousand. The Company further
agreed to appoint AEON Credit Service (M) Berhad as the
sole acquirer of the card transaction transacted using AEON
Credit Service (M) Berhad’s issued cards.
d) On 29 December 2005, the Company entered into a
credit card merchant agreement with AEON Credit Service
(M) Berhad whereby the Company’s goods sold on credit
through credit cards issued by AEON Credit Service (M)
Berhad, AEON Credit Service (M) Berhad will purchase
from the Company all such transaction receipts. The
purchase of the transaction receipts will be net of the credit
card commission payable and upon terms and conditions
as stated in the merchant agreement. The total value of the
transaction receipts purchased by AEON Credit Service (M)
Berhad in the year under review was RM49.82 million and
the total commission payable is RM730 thousand. Dato’
Abdullah bin Mohd Yusof and Datuk Ramli bin Ibrahim
and Mr. Naruhito Kuroda, all Directors of AEON CO. (M)
BHD. are also Directors and shareholders in AEON Credit
Service (M) Berhad. ÆON Co., Ltd. has an indirect interest
in AEON Credit Service (M) Berhad through AEON Credit
Service Co. Ltd.,
e) On 1 February 2004, the Company entered into an
agreement with AEON Fantasy Co., Ltd. to provide
consultancy services to the Company’s indoor amusement
centre business. AEON Fantasy agreed to provide
consultation and advice on the shop design, the assortment
and strategy of game machine, on skill training in respect
of advertisement and promotion and training to the
operation staff. The total cash consideration payable by
the Company to AEON Fantasy Co., Ltd. for the year
under review amounted to RM592 thousand. ÆON Co.,
Ltd. is the holding company of AEON Fantasy Co., Ltd.
and the Company.
NON-AUDIT FEES
The amount of non-statutory audit fees paid to External
Auditor and its affiliates during the period under review is
RM375 thousand comprising of mainly advisory, review and
tax services.
REVALUATION POLICY ON LANDED PROPERTIES
There is no revaluation policy on the Company’s landed
properties. The Company adopted the transitional provisions
issued by Malaysian Accounting Standards Board (MASB)
to retain the carrying amount on the basis of their previous
revaluation as stated in page 64 of this Annual Report.
2008
F
FINANCIAL
S
STATEMENTS
FFOR THE
Y
YEAR ENDED
3
31 DECEMBER 2008
DIRECTORS’ REPORT
for the year ended 31 December 2008
The Directors have pleasure in submitting their report and the audited financial statements of the Company for the year ended
31 December 2008.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the operations of a chain of superstores selling a broad range of goods ranging from
clothing, food, household goods, other merchandise and shopping centre operation. There has been no significant change in
the nature of these activities during the financial year.
RESULTS
RM’000
Profit attributable to equity holders of the Company
120,604
RESERVES AND PROVISIONS
There were no material transfers to or from reserves and provisions during the financial year under review except as disclosed
in the financial statements.
DIVIDEND
Since the end of the previous financial year, the Company paid a first and final dividend of 17% less tax of 26% amounting to
RM22,077,900 and 4% special tax exempt dividend amounting to RM7,020,000 in respect of the year ended 31 December
2007 on 26 June 2008.
The first and final dividend recommended by the Directors in respect of the year ended 31 December 2008 is 12% less income
tax of 25% totalling RM31,590,000, subject to the approval of the members at the forth coming Annual General Meeting of
the Company.
DIRECTORS OF THE COMPANY
Directors who served since the date of the last report are:
Dato’ Abdullah bin Mohd Yusof
Tsutomu Kajita
Nagahisa Oyama
Datuk Ramli bin Ibrahim
Brig Jen (B) Dato’ Mohamed Idris bin Saman
Datuk Zawawi bin Mahmuddin
Dato’ Chew Kong Seng @ Chew Kong Huat
Naruhito Kuroda
48
Annual Report 2008
DIRECTORS’ INTERESTS
The interests and deemed interests in the ordinary shares of the Company and of its related corporations of those who were Directors
at year end as recorded in the Register of Directors’ Shareholdings are as follows:
At
1.1.2008
Number of ordinary shares
Bonus
Bought
Issue
Sold
At
31.12.2008
Nominal
value
per share
Shareholdings in which Directors
have direct interests
Interest of Dato’ Abdullah bin Mohd Yusof in:
AEON CO. (M) BHD.
RM1.00
268,000
-
268,000
-
536,000
AEON Credit Service (M) Berhad
RM0.50
480,000
-
-
(120,000)
360,000
ÆON Co., Ltd.
-
2,800
-
-
-
2,800
The Talbots, Inc.
USD0.01
8,000
5,000
-
-
13,000
RM1.00
-
7,000
7,000
-
14,000
RM0.50
160,000
-
-
-
160,000
AEON CO. (M) BHD.
RM1.00
16,000
-
16,000
-
32,000
AEON Credit Service (M) Berhad
RM0.50
480,000
50,000
-
-
530,000
HKD0.10
74,800
-
-
-
74,800
-
1,980
-
-
-
1,980
THB1.00
100,000
-
-
-
100,000
AEON CO. (M) BHD.
RM1.00
806,900
23,000
776,900
AEON Credit Service (M) Berhad
RM0.50
-
123,000
-
-
123,000
RM1.00
280,000
-
280,000
-
560,000
Interest of Tsutomu Kajita in:
Interest of Nagahisa Oyama in:
AEON CO. (M) BHD.
Interest of Datuk Ramli bin Ibrahim in:
AEON Credit Service (M) Berhad
Interest of Naruhito Kuroda in:
AEON Credit Service (Asia) Co., Ltd.
AEON Credit Service Co., Ltd.
AEON Thana Sinsap (Thailand) Plc.
Shareholdings in which Directors
have deemed interests
Interest of Dato’ Abdullah bin Mohd Yusof in:
(336,000) 1,270,800
Interest of Datuk Ramli bin Ibrahim in:
AEON CO. (M) BHD.
None of the other Directors holding office at 31 December 2008 had any interest in the ordinary shares of the Company and of its
related corporations during the financial year.
Annual Report 2008
49
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit
(other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in
the financial statements or the fixed salary of a full time employee of the Company) by reason of a contract made by the Company
or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director
has a substantial financial interest, except for certain Directors who may be deemed to derive a benefit by virtue of those transactions
as disclosed in Note 22 between the Company and corporations in which the Directors are deemed to have interest.
There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company
to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
ISSUE OF SHARES
During the year, the issued and paid-up share capital of the Company increased from RM175,500,000 to RM351,000,000
by the allotment and issuance of 175,500,000 new ordinary shares of RM1.00 each credited as fully paid-up by way of
capitalisation of a sum up to RM175,500,000 from the share premium and retained earnings of the Company.
There were no other changes in the issued and paid-up capital of the Company during the financial year.
OPTIONS GRANTED OVER UNISSUED SHARES
No options were granted to any person to take up unissued shares of the Company during the financial year.
OTHER STATUTORY INFORMATION
Before the balance sheet and income statement of the Company were made out, the Directors took reasonable steps to ascertain that:
i)
all known bad debts have been written off and adequate provision made for doubtful debts, and
ii) 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, or the amount of the provision for doubtful debts in the financial
statements of the Company inadequate to any substantial extent, or
ii) that would render the value attributed to the current assets in the financial statements of the Company misleading, or
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Company
misleading or inappropriate, or
iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial
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 secures the
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 enforceable within the
period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may 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 31 December 2008
have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item,
transaction or event occurred in the interval between the end of that financial year and the date of this report.
50
Annual Report 2008
SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
On 31 December 2008, the Company entered into a Sale and Purchase Agreement with a third party for the acquisition of a
piece of freehold land located in the Mukim of Cheras, District of Ulu Langat, State of Negeri Selangor at a purchase price of
RM24.39 million for the purpose of constructing a shopping centre, of which 10% has been paid during the financial year.
SUBSEQUENT EVENT AFTER BALANCE SHEET DATE
On 18 February 2009, the Company entered into a Sale and Purchase Agreement with third parties for the acquisition of a piece
of land together with a shopping centre to be erected thereon in the township known as Bandar Sri Permaisuri, at a purchase
price of RM107.2 million comprising land cost and building cost of RM27.2 million and RM80.0 million respectively.
AUDITORS
The auditors, Messrs KPMG Desa Megat & Co., have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Dato’ Abdullah bin Mohd Yusof
Nagahisa Oyama
Kuala Lumpur,
Date: 3 March 2009
Annual Report 2008
51
BALANCE SHEET
at 31 December 2008
Note
2008
2007
RM’000
RM’000
Assets
Property, plant and equipment
3
1,372,453
1,069,027
Prepaid lease payments
4
185,715
126,365
Investments
5
1,075
1,075
1,559,243
1,196,467
Total non-current assets
Inventories
6
328,499
260,928
Receivables, deposits and prepayments
7
46,002
79,818
Cash and cash equivalents
8
158,394
185,261
532,895
526,007
2,092,138
1,722,474
351,000
175,500
32,183
53,309
499,072
562,012
882,255
790,821
37,138
23,829
37,138
23,829
1,003,678
858,023
9,567
49,801
159,500
-
Total current liabilities
1,172,745
907,824
Total liabilities
1,209,883
931,653
Total equity and liabilities
2,092,138
1,722,474
Total current assets
Total assets
Equity
Share capital
Reserves
Retained earnings
Total equity attributable to equity holders of the Company
9
Liabilities
Deferred tax liabilities
10
Total non-current liabilities
Payables and accruals
11
Taxation
Borrowings
12
The notes on pages 56 to 75 are an integral part of these financial statements.
52
Annual Report 2008
INCOME STATEMENT
for the year ended 31 December 2008
Note
2008
2007
RM’000
RM’000
3,433,049
2,886,220
2,754
2,571
67,571
46,745
(2,494,679)
(2,108,923)
(184,550)
(158,985)
(119,935)
(106,604)
(525,799)
(403,514)
Continuing operations
Revenue
Other operating income
Changes in inventories
Net purchases
Staff costs
Depreciation
3
Operating expenses
Operating profit
13
178,411
157,510
Interest expense
15
(2,694)
(274)
632
1,770
176,349
159,006
(55,745)
(53,830)
120,604
105,176
34.4
30.0
Interest income
Profit before tax
Tax expense
16
Profit attributable to equity holders of the Company
Basic earnings per ordinary share (sen)
17
The notes on pages 56 to 75 are an integral part of these financial statements.
Annual Report 2008
53
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2008
Non-distributable
Distributable
Share
capital
Share
premium
Revaluation
reserve
Retained
earnings
Total
RM’000
RM’000
RM’000
RM’000
RM’000
175,500
20,609
33,217
476,817
706,143
Profit for the year
-
-
-
105,176
105,176
Transfer from revaluation
reserve to retained profits
-
-
(517)
517
-
Total recognised income
and expense for the year
-
-
(517)
105,693
105,176
-
-
-
(20,498)
(20,498)
175,500
20,609
32,700
562,012
790,821
Profit for the year
-
-
-
120,604
120,604
Transfer from revaluation
reserve to retained profits
-
-
(517)
517
-
Total recognised income
and expense for the year
-
-
(517)
121,121
120,604
175,500
(20,537)
-
-
(72)
-
-
(72)
-
-
-
(29,098)
(29,098)
351,000
-
32,183
499,072
882,255
Note
At 1 January 2007
Dividend - 2006 final in
respect of period ended
31 December 2006
18
At 31 December 2007/
1 January 2008
Bonus shares issued
9
Bonus share issuance expense
Dividend - 2007 final in
respect of year ended
31 December 2007
At 31 December 2008
18
Note 9
The notes on pages 56 to 75 are an integral part of these financial statements.
54
Annual Report 2008
(154,963)
-
CASH FLOW STATEMENT
for the year ended 31 December 2008
2008
2007
RM’000
RM’000
176,349
159,006
119,935
1,983
2,694
(632)
227
837
106,604
1,466
274
(1,770)
(134)
2,562
Operating profit before changes in working capital
301,393
268,008
Changes in working capital:
Inventories
Receivables, deposits and prepayments
Payables and accruals
(67,571)
(3,898)
145,655
(46,745)
(34,149)
180,093
Cash generated from operations
375,579
367,207
Tax paid
(82,670)
(34,500)
Net cash from operating activities
292,909
332,707
(429,986)
(18,462)
404
632
(236,721)
352
1,770
(447,412)
(234,599)
(29,098)
(2,694)
(72)
159,500
(20,498)
(274)
-
Net cash from/(used in) financing activities
127,636
(20,772)
Net (decrease)/increase in cash and cash equivalents
(26,867)
77,336
Cash and cash equivalents at 1 Januaryy
185,261
107,925
Cash and cash equivalents at 31 Decemberr
158,394
185,261
Note
Cash flows from operating activities
Profit before tax
Adjustments for:
Depreciation of property, plant and equipment
Amortisation of prepaid lease payments
Interest expense
Interest income
Loss/(Gain) on disposal of property, plant and equipment
Property, plant and equipment written off
3
4
15
Cash flows from investing activities
Acquisition of property, plant and equipment
Acquisition of leasehold land
Proceeds from disposal of property, plant and equipment
Interest received
3
4
Net cash used in investing activities
Cash flows from financing activities
Dividend paid to equity holders of the Company
Interest paid
Bonus shares issuance expenses
Proceeds from borrowings
Cash and cash equivalents
Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:
2008
2007
Note
RM’000
RM’000
Cash and bank balances
8
158,394
164,061
Deposits with licensed financial institutions
8
-
21,200
158,394
185,261
The notes on pages 56 to 75 are an integral part of these financial statements.
Annual Report 2008
55
NOTES TO THE FINANCIAL STATEMENTS
AEON CO. (M) BHD. is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Board
of the Bursa Malaysia Securities Berhad. The address of its registered office which is also the principal place of business is as follow:
REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS
3rd Floor, Jusco Taman Maluri Shopping Centre
Jalan Jejaka, Taman Maluri
Cheras
55100 Kuala Lumpur
The Company is principally engaged in the operations of a chain of superstores selling a broad range of goods ranging from
clothing, food, household goods, other merchandise and shopping centre operation.
The holding company during the financial year is ÆON Co., Ltd., a company incorporated in Japan.
The financial statements were approved by the Board of Directors on 3 March 2009.
1. BASIS OF PREPARATION
(a) Statement of compliance
The financial statements of the Company have been prepared in accordance with Financial Reporting Standards (FRSs),
accounting principles generally accepted and the Companies Act, 1965 in Malaysia. These financial statements also
comply with the applicable disclosure provisions of the Listing Requirements of the Bursa Malaysia Securities Berhad.
The Company has not applied the following accounting standards (including its consequential amendments) and
interpretations that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective:
FRSs / Interpretations
Effective date
FRS 4, Insurance Contracts
1 January 2010
FRS 7, Financial Instruments: Disclosures
1 January 2010
FRS 8, Operating Segment
1 July 2009
FRS139, Financial Instruments: Recognition and Measurement
1 January 2010
IC Interpretation 9, Reassessment of Embedded Derivatives
1 January 2010
IC Interpretation 10, Interim Financial Reporting and Impairment
1 January 2010
The Company plans to adopt the abovementioned FRSs / Interpretations from the annual period beginning 1 January 2010.
The impact of applying FRS 4, FRS 7 and FRS139 on the financial statements upon first adoption as required by
paragraph 30(b) of FRS108, Accounting Policies, Changes in Accounting Estimates and Errors is not disclosed by
virtue of the exemptions given in the respective FRSs.
The initial application of the other standards (and its consequential amendments) and interpretations is not expected to have
any material impact on the financial statements of the Company.
(b) Basis of measurement
The financial statements have been prepared on the historical cost basis except as disclosed in the Note 3 to the
financial statements.
(c) Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (RM), which is the Company’s functional currency. All
financial information presented in RM has been rounded to the nearest thousand, unless otherwise stated.
56
Annual Report 2008
1. BASIS OF PREPARATION (CONTINUED)
(d) Use of estimates and judgements
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the year in which the estimate is revised and in any future years affected.
There are no significant areas of estimation, uncertainty and critical judgements in applying accounting policies that
have significant effect on the amounts recognised in the financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to the periods presented in these financial statements,
unless otherwise stated.
(a) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the
dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the
functional currency at the exchange rate at that date. Foreign currency differences arising on retranslation are recognised
in the income statement.
(b) Property, plant and equipment
(i) Recognition and measurement
Property, plant and equipment are stated at cost/valuation less any accumulated depreciation and any accumulated
impairment losses.
The Company has availed itself to the transitional provision when the MASB first adopted International Accounting
Standard No.16 (Revised), Property, Plant and Equipment in 1998. Certain buildings were revalued in February
1995 and no later valuation has been recorded for these property, plant and equipment.
Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly
attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing
the items and restoring the site on which they are located. The cost of self-constructed assets includes the cost of
materials and direct labour.
When significant parts of an item of property, plant and equipment have different useful lives, they are accounted
for as separate items (major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within
“other operating income” or “operating expenses” respectively in the income statement.
(ii) Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the
item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost
can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in
the income statement as incurred.
Annual Report 2008
57
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b) Property, plant and equipment (continued)
(iii) Depreciation
Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives of each
part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term
and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease
term. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until
the assets are ready for their intended use.
The estimated useful lives for the current and comparative years are as follows:
• Buildings
25 - 50 years
• Structures
10 years
• Office equipment
10 years
• Machinery and equipment
3 - 10 years
• Furniture, fixtures and fittings
5 years
• Motor vehicles
5 years
• IT equipment
3 - 5 years
Depreciation methods, useful lives and residual values are reassessed at the reporting date.
(c) Leased assets
(i) Finance lease
Leases in terms of which the Company assumes substantially all the risks and rewards of ownership are classified
as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair
value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted
for in accordance with the accounting policy applicable to that asset.
Minimum lease payments made under finance leases are apportioned between the finance expense and the
reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as
to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments
are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease
adjustment is confirmed.
(ii) Operating lease
Lease, where the Company does not assume substantially, all the risks and rewards of the ownership are classified
as operating lease.
Leasehold land that normally has an indefinite economic life and title is not expected to pass to the lessee by the
end of the lease term is treated as an operating lease. The payment made on entering into or acquiring a leasehold
land is accounted as prepaid lease payments.
Payments made under operating leases are recognised in the income statement on a straight-line basis over the term
of the lease.
(d) Investments in equity securities
Investments in equity securities are recognised initially at fair value plus attributable transaction costs.
Subsequent to initial recognition:
• Investments in non-current equity securities, are stated at cost less allowance for diminution in value,
• All current investments are carried at the lower of cost and market value, determined on an individual investment basis
by category of investments.
Where in the opinion of the Directors, there is a decline other than temporary in the value of non-current equity securities,
the allowance for diminution in value is recognised as an expense in the financial year in which the decline is identified.
58
Annual Report 2008
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) Investments in equity securities (continued)
On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in
the income statement.
All investments in equity securities are accounted for using settlement date accounting. Settlement date accounting refers to:
a) the recognition of an asset on the day it is received by the entity, and
b) the derecognition of an asset and recognition of any gain or loss on disposal on the date it is delivered.
(e) Inventories
Inventories are measured at the lower of cost and net realisable value with weighted average cost being the main basis
for cost. Cost comprises the weighted average cost of merchandise derived at by using the Retail Inventory Method.
Weighted average cost includes related charges incurred in purchasing such merchandise.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and the estimated costs necessary to make the sales.
(f) Receivables
Receivables are initially recognised at their cost when the contractual right to receive cash or another financial asset from
another entity is established.
Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts.
Receivables are not held for the purpose of trading.
(g) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments
which have an insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash
equivalents are presented net of bank overdrafts.
(h) Impairment of assets
The carrying amounts of assets except for inventories and financial assets are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount
is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs
to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For
the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash
inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the
“cash-generating unit”).
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable
amount. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of cashgenerating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to
reduce the carrying amount of the other assets in the unit (groups of units) on a pro-rata basis.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss
has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does
not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment
loss had been recognised. Reversals of impairment losses are credited to the income statement in the year in which the
reversals are recognised, unless it reverses an impairment loss on a revalued asset, in which case it is credited directly
to revaluation surplus. Where an impairment loss on the same revalued asset was previously recognised in the income
statement, a reversal of that impairment loss is also recognised in the income statement.
Annual Report 2008
59
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(i) Employee benefits
Short-term employee benefits
Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are
measured on an undiscounted basis and are expensed as the related service is provided.
A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the
Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
The Company’s contribution to the statutory pension funds are charged to the income statement in the year to which they
relate. Once the contributions have been paid, the Company has no further payment obligations.
(j) Payables
Payables are measured initially and subsequently at cost. Payables are recognised when there is a contractual obligation
to deliver cash or another financial asset to another entity.
(k) Loans and borrowings
Loans and borrowings are stated at amortised cost with any difference between cost and redemption value being
recognised in the income statement over the period of the loans and borrowings using the effective interest method.
(l) Equity instruments
All equity instruments are stated at cost on initial recognition and are not re-measured subsequently.
Share issue expenses
Incremental costs directly attributable to issue of equity instruments are recognised as a deduction from equity.
(m) Revenue recognition
Goods sold and services rendered
Revenue from the sale of goods represents gross trading sales, including concessionaire sales which the Company is
able to exercise control, less returns and discounts. Revenue is recognised in the income statement when the significant
risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the
associated costs and possible return of goods can be estimated reliably, and there is no continuing management
involvement with the goods.
Property management services from shopping centre operation which include rental income, service charge, sales
commission and distribution centre charges earned are recognised on an accrual basis.
(n) Interest income and borrowing costs
Interest income is recognised as it accrues, using the effective interest method.
All borrowing costs are recognised in the income statement using the effective interest method, in the year in which they
are incurred.
(o) Tax expense
Tax expense comprises current and deferred tax. Tax expense is recognised in the income statement except to the extent
that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying
amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes. Deferred tax is not
recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or
liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit (tax
loss). Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by the balance sheet date.
60
Annual Report 2008
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(o) Tax expense (continued)
Deferred tax liability is recognised for all taxable temporary differences.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced
to the extent that it is no longer probable that the related tax benefit will be realised.
(p) Earnings per share
The Company presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing
the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary
shares outstanding during the year.
(q) Segment reporting
A segment is a distinguishable component of the Company that is engaged either in providing products or services
(business segment), or in providing products or services within a particular economic environment (geographical
segment), which is subject to risks and rewards that are different from those of other segments.
Annual Report 2008
61
62
Annual Report 2008
-
-
Written off
Transfer to prepaid lease
payments (Note 4)
At 31 December 2008
178,524
3,423
-
Disposals
Transfer in/(out)
-
Additions
175,101
-
Transfer to prepaid lease
payments (Note 4)
At 31 December 2007/
1 January 2008
-
Written off
108,306
-
Disposals
Transfer in/(out)
-
66,795
Additions
At 1 January 2007
Cost/Valuation
Freehold
land
(at cost)
RM’000
126,003
-
-
-
-
-
126,003
-
-
-
-
-
126,003
Buildings
(at
valuation)
RM’000
3.PROPERTY, PLANT AND EQUIPMENT
595,506
181,698
-
-
-
22,030
391,778
-
(562)
-
(107)
-
392,447
Buildings
(at cost)
RM’000
182,805
14,717
-
(2,154)
-
12,597
157,645
19,961
-
(993)
-
15,210
123,467
Structures
RM’000
13,644
231
-
(403)
(47)
2,437
11,426
377
-
(139)
(3)
1,408
9,783
Office
equipment
RM’000
497,716
93,154
-
(5,083)
(3,201)
32,008
380,838
22,131
-
(4,097)
(238)
19,269
343,773
Machinery
and
equipment
RM’000
288,441
12,992
-
(26,956)
(346)
42,800
259,951
22,733
-
(3,626)
(585)
23,855
217,574
Furniture,
fixtures
and
fittings
RM’000
8,034
465
-
(40)
(417)
1,205
6,821
1,121
-
(19)
(1,089)
1,005
5,803
Motor
vehicles
RM’000
-
-
-
175,798
664
-
(562)
(8,874)
(2,022)
236,721
(5,157)
-
-
316,904
17,302 1,908,639
-
(5,157)
(34,651)
(4,011)
429,986
12,235 1,522,472
- (306,680)
-
(15)
-
5
674
Total
RM’000
11,152 1,297,209
Construction
work in
progress
RM’000
86 (174,715)
-
-
-
176
412
IT
equipment
RM’000
Annual Report 2008
63
-
-
Disposals
Written off
-
-
Written off
At 31 December 2008
175,101
178,524
At 31 December 2007
At 31 December 2008
At 1 January 2007
66,795
-
Disposals
Carrying amounts
-
Depreciation for the year
1 January 2008
-
-
Depreciation for the year
At 31 December 2007/
-
At 1 January 2007
Accumulated Depreciation
Freehold
land
(at cost)
RM’000
90,894
93,414
95,934
35,109
-
-
2,520
32,589
-
-
2,520
30,069
Buildings
(at
valuation)
RM’000
536,206
341,898
351,649
59,300
-
-
9,420
49,880
-
-
9,082
40,798
Buildings
(at cost)
RM’000
3.PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
114,084
103,468
82,288
68,721
(2,022)
-
16,566
54,177
(515)
-
13,513
41,179
Structures
RM’000
8,512
6,926
6,055
5,132
(391)
(33)
1,056
4,500
(89)
(2)
863
3,728
Office
equipment
RM’000
294,258
223,581
233,672
203,458
(4,725)
(2,699)
53,625
157,257
(2,703)
(186)
50,045
110,101
Machinery
and
equipment
RM’000
128,625
108,694
92,414
159,816
(26,621)
(338)
35,518
151,257
(2,986)
(572)
29,655
125,160
Furniture,
fixtures
and
fittings
RM’000
3,784
3,362
2,138
4,250
(40)
(310)
1,141
3,459
(19)
(1,044)
857
3,665
Motor
vehicles
RM’000
264
348
155
400
(15)
-
89
326
-
-
69
257
IT
equipment
RM’000
942,252
536,186
(33,814)
(3,380)
119,935
453,445
(6,312)
(1,804)
106,604
354,957
Total
RM’000
17,302 1,372,453
12,235 1,069,027
11,152
-
-
-
-
-
-
-
-
-
Construction
work in
progress
RM’000
3. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Two of the buildings of the Company are situated on land belonging to third parties.
The buildings stated at valuation are based on professional valuation carried out by an independent firm of valuers in
February 1995 using the open market value and on an existing use basis. In accordance with the transitional provisions
issued by Malaysian Accounting Standards Board (“MASB”) upon adoption of International Accounting Standard No. 16
(Revised), Property, Plant and Equipment, the valuation of these assets has not been updated, and they continue to be stated
at their existing carrying amounts less accumulated depreciation.
Had the buildings been carried at cost model, their carrying amount would have been as follows:
2008
RM’000
Buildings
55,728
2007
RM’000
57,426
4. PREPAID LEASE PAYMENTS
Note
Cost
At 1 January 2007
Transfer from property, plant and equipment
At 31 December 2007/1 January 2008
Additions
Transfer from property, plant and equipment
Transfer from other receivables
3
138,831
562
3
7.2
139,393
18,462
5,157
37,714
At 31 December 2008
Accumulated Amortisation
At 1 January 2007
Amortisation for the year
At 31 December 2007/1 January 2008
Amortisation for the year
At 31 December 2008
Leasehold land
unexpired
period more
than 50 years
RM’000
200,726
13
11,562
1,466
13
13,028
1,983
15,011
Carrying amounts
64
At 1 January 2007
127,269
At 31 December 2007/1 January 2008
126,365
At 31 December 2008
185,715
Annual Report 2008
5. INVESTMENTS
Non-current
At cost:
Golf membership
Quoted shares in Malaysia
Market value:
Quoted shares in Malaysia
2008
RM’000
2007
RM’000
45
1,030
45
1,030
1,075
1,075
7,224
10,010
2008
RM’000
2007
RM’000
169,204
159,295
145,867
115,061
328,499
260,928
2008
RM’000
2007
RM’000
18,886
(787)
20,328
(889)
18,099
1,587
19,439
1,420
19,686
20,859
10,815
15,501
43,802
15,157
26,316
58,959
46,002
79,818
6. INVENTORIES
Retail merchandise
Food and others
7. RECEIVABLES, DEPOSITS AND PREPAYMENTS
Note
Current
Trade
Trade receivables
Less: Allowance for doubtful debts
Amount due from a related company
Non-trade
Other receivables and prepayments
Rental and utility deposits
7.1
7.2
7.1 Amount due from a related company
The amount due from a related company is unsecured, interest free and subject to normal trade terms.
7.2 Other receivables and prepayments
Included in other receivables and prepayments is a deposit of RM2,439,360 (2007: RM37,713,640) paid as part
of purchase consideration for the acquisition of a piece of freehold land (2007: leasehold land) for the purpose of
constructing a shopping centre. The amount of deposit of RM37,713,640 has been transferred to prepaid lease
payments during the year following the completion of the acquisition.
Annual Report 2008
65
8. CASH AND CASH EQUIVALENTS
Cash and bank balances
Deposits with licensed financial institutions
Note
2008
RM’000
2007
RM’000
23
158,394
-
164,061
21,200
158,394
185,261
9. CAPITAL AND RESERVES
Share capital
Amount
2008
RM’000
Number
of shares
2008
’000
Amount
2007
RM’000
Number
of shares
2007
’000
Authorised:
Ordinary shares of RM1 each
500,000
500,000
500,000
500,000
Issued and fully paid:
Ordinary shares of RM1 each
At 1 January
Issued during the year
175,500
175,500
175,500
175,500
175,500
-
175,500
-
351,000
351,000
175,500
175,500
At 31 December
During the year, the issued and paid-up capital of the Company increased from RM175,500,000 to RM351,000,000
by the allotment and issuance of 175,500,000 new ordinary shares of RM1.00 each credited as fully paid-up by way of
capitalisation of a sum up to RM175,500,000 from the share premium and retained earnings of the Company.
9.1 Share premium
Share premium relates to the amount that equity holders have paid for the shares in excess of the nominal value.
9.2 Revaluation reserve
The revaluation reserve relates to the revaluation of property, plant and equipment in prior years.
9.3 Section 108 tax credit
Subject to agreement of the Inland Revenue Board, the Company has sufficient Section 108 tax credit and tax exempt
income to frank all of its retained profits at 31 December 2008 if paid out as dividends.
The Finance Act 2007 introduced a single tier company income tax system with effect from year of assessment 2008.
As such, the Section 108 tax credit as at 31 December 2008 will be available to the Company until such time the credit
is fully utilised or upon expiry of the six-year transitional period on 31 December 2013, whichever is earlier.
66
Annual Report 2008
10. DEFERRED TAX LIABILITIES
Deferred tax assets and liabilities are attributable to the following:
Assets
2008
2007
RM’000 RM’000
Liabilities
2008
2007
RM’000
RM’000
Net
2008
RM’000
2007
RM’000
Property, plant and equipment
- capital allowance
- revaluation
Provisions
438
5,850
(26,401)
(11,175)
-
(16,964)
(12,715)
-
(26,401)
(11,175)
438
(16,964)
(12,715)
5,850
Net tax assets/(liabilities)
438
5,850
(37,576)
(29,679)
(37,138)
(23,829)
11. PAYABLES AND ACCRUALS
2008
RM’000
2007
RM’000
Trade
Trade payables
567,712
501,088
Non-trade
Other payables and accrued expenses
Progress claims by contractors
Rental and utility deposits
Amount due to holding company
249,562
58,135
126,303
1,966
224,491
29,455
102,514
475
435,966
356,935
1,003,678
858,023
Note
11.1
11.1 Amount due to holding company
The amount due to holding company, ÆON Co., Ltd., a company incorporated in Japan is unsecured, interest free
and repayable on demand.
12. BORROWINGS
Unsecured
Banker’s acceptance
Revolving credit
2008
RM’000
2007
RM’000
50,000
109,500
-
159,500
-
Banker’s acceptance and revolving credit bear interest at 3.90% (2007: Nil) per annum and at the range of 4.00% 4.18% (2007: Nil) per annum respectively.
Annual Report 2008
67
13. OPERATING PROFIT
Operating profit is arrived at after crediting:
Gain on disposal of property, plant and equipment
Reversal of allowance for doubtful debts
Property management services
- rental income on shopping centre operation
- other property management services income
2008
RM’000
2007
RM’000
102
134
-
258,479
50,384
206,006
39,873
140
140
10
1,983
119,935
227
10
1,466
106,604
-
18,907
165,643
837
15,825
143,160
2,562
1,242
108,494
2,592
141
92
20,363
1,151
72,004
1,274
198
36
16,964
2008
RM’000
2007
RM’000
1,205
345
1,121
579
50
48
1,600
1,748
and after charging:
Auditors’ remuneration
- statutory audit
- KPMG
- other services
- KPMG
Amortisation of prepaid lease payments
Depreciation of property, plant and equipment
Loss on disposal of property, plant and equipment
Personnel expenses (including key management personnel)
- contributions to Employees Provident Fund
- wages, salaries and others
Property, plant and equipment written off
Rental expense
- land
- buildings
- equipment
- fixtures and fittings
- hostel
Royalty
14. KEY MANAGEMENT PERSONNEL COMPENSATION
The key management personnel compensations are as follows:
Directors:
Fees
Remuneration
Other short-term employee benefits (including
estimated monetary value of benefits-in-kind)
Total short-term employee benefits
68
Annual Report 2008
15. INTEREST EXPENSE
2008
RM’000
2007
RM’000
27
550
2,117
9
265
-
2,694
274
2008
RM’000
2007
RM’000
49,346
(6,910)
57,052
2,062
42,436
59,114
Deferred tax expense
- origination and reversal of temporary differences
13,309
(5,284)
Total tax expense
55,745
53,830
176,349
159,006
Tax calculated using Malaysian tax rate of 26% (2007: 27%)
Non-deductible expenses
Reversal of deferred tax liabilities on crystallisation of
revaluation reserves of property, plant and equipment
Effect of change in tax rate*
Underprovided in prior years
Others
45,851
10,935
42,932
9,037
(447)
(2,131)
1,873
(336)
(201)
2,062
-
Tax expense
55,745
53,830
Bank overdrafts
Bankers’ acceptance
Revolving credit
16. TAX EXPENSE
Tax expense
- current
- (over)/under provision in prior years
Reconciliation of effective tax expense
Profit before tax
* The corporate tax rates are 26% for year of assessment 2008 and 25% for the subsequent years of assessment.
Consequently, deferred tax assets and liabilities are measured using these tax rates.
Annual Report 2008
69
17. EARNINGS PER ORDINARY SHARE
Basic earnings per ordinary share
The calculation of basic earnings per ordinary share at 31 December 2008 was based on the profit attributable to
ordinary shareholders and a weighted average number of ordinary shares outstanding calculated as follows:
Profit for the year attributable to ordinary shareholders
2008
RM’000
2007
RM’000
120,604
105,176
’000
’000
Weighted average number of ordinary shares
Issued ordinary shares at 1 January
Effect of bonus issue of 1 for every 1 ordinary share in 2008
175,500
175,500
175,500
175,500 *
Weighted average number of ordinary shares at 31 December
351,000
351,000 *
34.4
30.0 *
Basic earnings per ordinary share (sen)
* Pursuant to FRS133, Earnings Per Share, the comparatives earnings per ordinary share of RM0.60 for the year ended
31 December 2007 have been adjusted for the bonus issue of one new ordinary shares for every one ordinary shares
of RM1.00 each held, as if this event had occurred in 2007.
18. DIVIDEND
Dividend recognised in the current year by the Company is:
2008
Final 31.12.2007 ordinary dividend (net)
Final 31.12.2007 ordinary special tax exempt dividend
Sen
per share
Total
amount
RM’000
12.6
4.0
22,078
7,020
Date of
payment
29,098
26 June 2008
20,498
24 May 2007
2007
Final 31.12.2006 ordinary dividend (net)
11.7
After the balance sheet date, the following dividend was proposed by the Directors. This dividend will be recognised in
subsequent financial year upon approval by the shareholders.
Sen
Total
per share
amount
RM’000
Final proposed 31.12.2008 ordinary dividend (net)
70
Annual Report 2008
9.0
31,590
19. SEGMENT REPORTING
Segment information is presented in respect of the Company’s business segment. The primary format, business segments,
is based on the Company’s management and internal reporting structure. There is no segmental analysis by geographical
location as the Company’s operations are principally located in Malaysia.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on
a reasonable basis. Unallocated items comprise mainly interest-earning assets and related revenue, loans and borrowings
and related expenses and tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment.
Business segments
The Company comprises the following main business segments:
Retailing
The operations of a chain of superstores selling clothing, food, household
goods and other merchandise.
Property management services
Shopping centre operation.
Retailing
2008
2007
RM’000 RM’000
Property
management services
2008
2007
RM’000
RM’000
Total
2008
RM’000
2007
RM’000
Business segments
Revenue from external customers
3,124,186
2,640,341
308,863
245,879
3,433,049 2,886,220
Total revenue
3,124,186
2,640,341
308,863
245,879
3,433,049 2,886,220
116,239
93,571
62,172
63,939
Operating profit
178,411
157,510
Interest expense
Interest income
(2,694)
632
(274)
1,770
Profit before tax
Tax expense
176,349
(55,745)
159,006
(53,830)
Profit for the year
120,604
105,176
Retailing
2008
2007
RM’000 RM’000
Segment assets
821,938
741,700
Property
management services
2008
2007
RM’000
RM’000
1,270,200
980,774
Total assets
Segment liabilities
Unallocated liabilities
Total
2008
RM’000
2007
RM’000
2,092,138 1,722,474
2,092,138 1,722,474
(782,105)
(698,971)
(221,573) (159,052) (1,003,678)
(206,205)
(858,023)
(73,630)
(1,209,883)
(931,653)
Total liabilities
Capital expenditure
117,040
Depreciation
74,700
Amortisation of prepaid lease payments
Non-cash expenses other than
depreciation and amortisation
778
92,667
65,016
-
312,946
45,235
1,983
144,054
41,588
1,466
429,986
119,935
1,983
236,721
106,604
1,466
1,574
286
988
1,064
2,562
Annual Report 2008
71
20. OPERATING LEASES
Leases as lessee
Non-cancellable operating lease rental payables are as follows:
Less than one year
Between one and five years
More than five years
2008
RM’000
2007
RM’000
117,193
486,144
531,115
111,523
389,818
393,826
1,134,452
895,167
The Company leases a number of land, buildings and premises under operating leases. The leases have initial years
ranging from 3 to 25 years, with an option to renew the respective leases after that date.
21. CAPITAL COMMITMENTS
Property, plant and equipment
Contracted but not provided for
Authorised but not contracted for
2008
RM’000
2007
RM’000
39,731
341,357
229,321
210,978
22. RELATED PARTIES
Identity of related parties
For the purposes of these financial statements, parties are considered to be related to the Company if the Company has
the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial
and operating decisions, or vice versa, or where the Company and the party are subject to common control or common
significant influence. Related parties may be individuals or other entities.
Key management personnel is defined as those persons having authority and responsibility for planning, directing and
controlling the activities of the Company either directly or indirectly. The key management personnel includes all the
Directors of the Company.
The significant related party transactions of the Company, other than key management personnel compensation, are as follows:
Directors
With companies in which
Dato’ Abdullah bin Mohd Yusof and
Datuk Ramli bin Ibrahim have interests:
Management fee receivable
Rental income receivable
With companies in which
Dato’ Abdullah bin Mohd Yusof has interest:
Legal fees payable
72
Annual Report 2008
Transaction value
2008
2007
RM’000
RM’000
Balance outstanding
2008
2007
RM’000
RM’000
-
26
297
-
-
(3)
(11)
-
-
22. RELATED PARTIES (CONTINUED)
Other related party transactions
Transaction value
2008
2007
RM’000
RM’000
Holding company
Royalty expenses
Related company
Purchase of merchandise
Consultation fees
Sales through easy payment scheme financing
Rental income
Sales through AEON credit card
Convertible J CARD point income
Credit card sales commission expenses
Balance outstanding
2008
2007
RM’000
RM’000
(20,363)
(16,964)
(20,363)
(16,964)
(1,371)
(592)
7,421
2,451
49,820
372
(730)
(1,985)
(472)
7,097
1,335
40,327
310
(588)
(263)
(271)
642
239
706
-
(650)
(123)
832
588
-
The terms and conditions for the above transactions are based on normal trade terms. All the amounts outstanding are
unsecured and expected to be settled in cash.
23. FINANCIAL INSTRUMENTS
Exposure to credit risk, foreign currency risk, liquidity risk and interest rate risk arises in the normal course of the Company’s
business. The Company’s policies for managing each of these risks are summarised below.
Credit risk
The Company has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit
evaluations are performed on shopping centre tenants and the Company requires all tenants to place adequate security
deposits as stipulated under the tenancy agreement. At balance sheet date, the Company does not have any major
concentration of credit risk on its shopping centre tenants. The maximum exposure to credit risk for the Company was
represented by the carrying amount of each financial asset.
Foreign currency risk
The Company does not have any significant exposure to foreign currency risk as its transactions and balances are
substantially denominated in Ringgit Malaysia.
Liquidity risk
The Company monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance
the Company’s operations and to mitigate the effects of fluctuations in cash flows.
Interest rate risk
The Company’s exposure to interest rate risk relates to its short-term borrowings such as overdraft and trade financing
facilities. Interest-earning financial assets are mainly deposits placed with financial institutions that generate interest income
for the Company.
The management monitors the prevailing interest rates at regular intervals, and maintains an appropriate level of cash and
cash equivalents to finance the working capital requirements and mitigate the effects of fluctuation in cash flow and liquidity
positions of the Company.
In view of the competitive rates that are available from the prevailing banking facilities granted to the Company to finance
its working capital requirements and the prevailing low interest rate scenario, the interest rate risk is not expected to have
a material impact on the Company.
Annual Report 2008
73
23. FINANCIAL INSTRUMENTS (CONTINUED)
Effective interest rates and repricing analysis
In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates their
effective interest rate at the balance sheet date and the years in which they reprice or mature, whichever is earlier:
2008
Effective
interest
rate per
annum
%
Floating rate instrument
Deposits placed with licensed
financial institutions (Note 8)
Banker’s acceptance
Revolving credit
3.9
4.1
2007
Effective
interest
rate per
annum
%
Within
1 year
RM’000
Total
RM’000
-
Total
RM’000
Within
1 year
RM’000
-
3.2
21,200
21,200
50,000
50,000
109,500 109,500
-
-
-
-
-
159,500 159,500
Fair values
The carrying amounts of cash and cash equivalents, receivables, payables and short-term borrowings, approximate their fair
value due to the relatively short term nature of these financial instruments.
The fair values of other financial assets together with the carrying amounts shown in the balance sheet are shown below:
2008
Financial assets
Long-term investments:
Investment in quoted shares
Other investment
2007
Carrying
amount
RM’000
Fair
value
RM’000
Carrying
amount
RM’000
Fair
value
RM’000
1,030
45
7,224
*
1,030
45
10,010
*
Estimation of fair values
Fair value of quoted shares is based on quoted market prices at the balance sheet date without any deduction for
transaction costs.
*It was not practicable to estimate the fair value of the Company’s other investment due to the lack of comparable market
prices and the inability to estimate fair value without incurring excessive costs.
74
Annual Report 2008
24. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
On 31 December 2008, the Company entered into a Sale and Purchase Agreement with a third party for the
acquisition of a piece of freehold land located in the Mukim of Cheras, District of Ulu Langat, State of Negeri Selangor
at a purchase price of RM24.39 million for the purpose of constructing a shopping centre, of which 10% has been
paid during the financial year.
25. SUBSEQUENT EVENT AFTER BALANCE SHEET DATE
On 18 February 2009, the Company entered into a Sale and Purchase Agreement with third parties for the acquisition
of a piece of land together with a shopping centre to be erected thereon in the township known as Bandar Sri
Permaisuri, at a purchase price of RM107.2 million comprising land cost and building cost of RM27.2 million and
RM80.0 million respectively.
Annual Report 2008
75
STATEMENT BY DIRECTORS
pursuant to Section 169(15) of the Companies Act, 1965
In the opinion of the Directors, the financial statements set out on pages 52 to 75 are drawn up in accordance with the Financial
Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of
the Company as at 31 December 2008 and of its financial performance and cash flows for the year then ended.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Dato’ Abdullah bin Mohd Yusof
Nagahisa Oyama
Kuala Lumpur,
Date: 3 March 2009
STATUTORY DECLARATION
pursuant to Section 169(16) of the Companies Act, 1965
I, Poh Ying Loo, the officer primarily responsible for the financial management of AEON CO. (M) BHD., do solemnly and
sincerely declare that the financial statements set out on pages 52 to 75 are, to the best of my knowledge and belief, correct
and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory
Declarations Act,1960.
Subscribed and solemnly declared by the abovenamed in Kuala Lumpur on 3 March 2009.
Poh Ying Loo
Before me:
Commissioner for Oaths
Kuala Lumpur
76
Annual Report 2008
INDEPENDENT AUDITORS’ REPORT
to the members of AEON CO. (M) BHD.
REPORT ON THE FINANCIAL STATEMENTS
We have audited the financial statements of AEON CO. (M) BHD., which comprise the balance sheet as at 31 December
2008, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a
summary of significant accounting policies and other explanatory notes, as set out on pages 52 to 75.
Directors’ Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in
accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements
that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies;
and making accounting estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s
preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and
the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Company as at 31
December 2008 and of its financial performance and cash flows for the year then ended.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report that in our opinion the accounting
and other records and the registers required by the Act to be kept by the Company have been properly kept in accordance with
the provisions of the Act.
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act,
1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
KPMG Desa Megat & Co.
Firm Number: AF 0759
Chartered Accountants
Peter Ho Kok Wai
Approval Number: 1745/12/09(J)
Chartered Accountant
Petaling Jaya,
Date: 3 March 2009
Annual Report 2008
77
ANALYSIS OF SHAREHOLDINGS
as at 25 March 2009
Authorised Share Capital
:
RM500,000,000
Paid-up Share Capital
:
RM351,000,000
Class of Shares
:
Ordinary Share of RM1 each
Voting Rights
:
1 vote per Ordinary Share
No. of
Shareholders/
Depositors
% of
Shareholders/
Depositors
No. of
Shares Held
% of
Issued Capital
98
5.85
1,859
0.00
100 - 1,000
353
21.06
250,349
0.07
1,001 - 10,000
943
56.27
3,991,666
1.14
10,001 - 100,000
200
11.93
5,645,900
1.61
100,001 - 17,549,999
81
4.83
162,100,226
46.18
17,550,000 and above
1
0.06
179,010,000
51.00
1,676
100.00
351,000,000
100.00
Size of Shareholding
1 - 99
Total
SUBSTANTIAL SHAREHOLDINGS
as per Register of Substantial Shareholders
No.
Name
No. of Shares
Direct Interest
%
Indirect Interest
%
179,010,000
51.00
-
-
1.
ÆON Co., Ltd.
2.
Aberdeen Asset Management PLC and its subsidiaries
33,719,500
9.61
-
-
3.
Aberdeen Asset Management Asia Limited
21,804,100
6.21
-
-
DIRECTORS’ INTERESTS
No.
Name
No. of Shares
Direct Interest
1.
Dato’ Abdullah bin Mohd Yusof
2.
Mr. Nagahisa Oyama
3.
Datuk Ramli bin Ibrahim
4.
Mr. Naruhito Kuroda
78
Annual Report 2008
%
Indirect Interest
%
536,000
0.15
1,250,800
0.36
14,000
0.00
-
-
-
-
560,000
0.16
32,000
0.01
-
-
LIST OF 30 LARGEST SHAREHOLDERS
as at 25 March 2009
No.
Name of Shareholders
No. of Shares
% of Shares Held
1.
ÆON Co., Ltd.,
179,010,000
51.00
2.
Amanah Raya Nominees (Tempatan) Sdn Bhd
Skim Amanah Saham Bumiputera
13,000,000
3.70
3.
HSBC Nominees (Asing) Sdn Bhd
HSBC-FS for Arisaig ASEAN Fund Limited
10,571,400
3.01
4.
HSBC Nominees (Asing) Sdn Bhd
BNP Paribas SECS SVS LUX for Aberdeen Global
9,685,800
2.76
5.
Amanah Raya Nominees (Tempatan) Sdn Bhd
Amanah Saham Wawasan 2020
9,299,200
2.65
6.
Cartaban Nominees (Asing) Sdn Bhd
SSBT Fund D26J for Emerging Markets Global
Small Capitalization Fund (TEMMUF)
8,336,600
2.38
7.
Employees Provident Fund Board
8,011,300
2.28
8.
HSBC Nominees (Asing) Sdn Bhd
BBH (LUX) SCA for Genesis Smaller Companies
6,505,970
1.85
9.
HSBC Nominees (Asing) Sdn Bhd
HSBC-FS for Aberdeen Malaysia Equity Fund
5,052,600
1.44
10.
Cartaban Nominees (Asing) Sdn Bhd
State Street London Fund XCB9 for Aberdeen
Asian Smaller Companies Investment Trust PLC
4,753,300
1.35
11.
HSBC Nominees (Tempatan) Sdn Bhd
Nomura Asset MGMT Malaysia for Employees
Provident Fund
4,277,000
1.22
12.
HSBC Nominees (Asing) Sdn Bhd
HSBC-FS I for Apollo Asia Fund Ltd
4,260,000
1.21
13.
HSBC Nominees (Asing) Sdn Bhd
Exempt An for JPMorgan Chase Bank,
National Association (JERSEY)
4,135,756
1.18
14.
Syarikat Maluri Sdn Bhd
3,730,000
1.06
15.
Mayban Nominees (Tempatan) Sdn Bhd
Aberdeen Asset Management Sdn Bhd for
The Employees’ Provident Fund Board (250416)
3,628,200
1.03
16.
HSBC Nominees (Asing) Sdn Bhd
Exempt An for JPMorgan Chase Bank,
National Association (Norges Bank)
3,500,000
1.00
Annual Report 2008
79
LIST OF 30 LARGEST SHAREHOLDERS (continued)
as at 25 March 2009
No.
Name of Shareholders
No. of Shares
% of Shares Held
17.
SBB Nominees (Tempatan) Sdn. Bhd.
Employees Provident Fund Board
3,179,000
0.91
18.
Malaysia Nominees (Tempatan) Sendirian Berhad
Great Eastern Life Assurance (Malaysia) Berhad
(Par 1)
3,065,800
0.87
19.
AMSEC Nominees (Tempatan) Sdn Bhd
Aberdeen Asset Management Sdn Bhd for
Tenaga Nasional Berhad Retirement Benefit Trust Fund
(FM-Aberdeen)
3,033,600
0.87
20.
Mayban Nominees (Tempatan) Sdn Bhd
Aberdeen Asset Management Sdn Bhd for
Kumpulan Wang Persaraan (Diperbadankan)
(FD 1-280305)
3,015,000
0.86
21.
Cartaban Nominees (Asing) Sdn Bhd
Government of Singapore Investment Corporation
Pte Ltd for Government of Singapore (C)
2,837,200
0.81
22.
Amanah Raya Nominees (Tempatan) Sdn Bhd
Amanah Saham Didik
2,800,000
0.80
23.
AMSEC Nominees (Tempatan) Sdn Bhd
AMTrustee Berhad for CIMB Islamic DALI
Equity Growth Fund (UT-CIMB-DALI)
2,528,700
0.72
24.
Permodalan Nasional Berhad
2,456,600
0.70
25.
Amanah Raya Nominees (Tempatan) Sdn Bhd
Sekim Amanah Saham Nasional
2,407,300
0.69
26.
Takuya Okada
2,400,000
0.68
27.
Roshayati binti Basir
2,310,000
0.66
28.
Rozilawati binti Haji Basir
2,310,000
0.66
29.
HSBC Nominees (Asing) Sdn Bhd
Exempt An for JPMorgan Chase Bank,
National Association (U.K.)
1,655,500
0.47
30.
HSBC Nominees (Asing) Sdn Bhd
Exempt An for Danske Bank A/S (Client Holdings)
1,546,000
0.44
313,301,826
89.26
Total
80
Annual Report 2008
PARTICULARS OF PROPERTIES
Location
Description/
Existing use
Land/
Built-up
area
(sq ft)
Date of
Acquisition (A)/
Completion (C)/
Revaluation (R)
Approx.
age of
building
(year)
Tenure
(Year of
expiry for
leasehold)
Net book
value as at
31/12/2008
(RM’000)
Details of AEON’s properties as at 31 December 2008 are set out below:
Lot 7041,
Mukim of Bukit Baru,
District of Melaka Tengah,
Melaka.
Existing two-storey
shopping centre
Extention/Renovation
200,316
February 1995 (R)
-
42,292
Lot 23551,
Mukim of Setapak,
District and State of
Wilayah Persekutuan.
Two-storey shopping
centre and three-storey
car park
666,694
February 1995 (R)
16 ½
-
46,063
Lot PT 21441,
Mukim of Kapar,
District of Klang,
Selangor.
Two-storey shopping
centre and
two-storey car park
691,414
October 1995 (C)
13
-
47,583
Lot 49045,
Mukim of Pulai,
District of Johor Bahru,
Johor.
Freehold land/
Two-storey shopping
centre including
covered car park
377,490/
483,299
April 2002 (A)/
August 2002 (C)
6½
Freehold
28,028
Lot 62232,
Mukim Batu,
Daerah Kuala Lumpur,
Wilayah Persekutuan.
Two-storey shopping
centre and two-storey
car park
906,497
January 2004 (C)
5
-
47,896
Lot PTD 114179,
Mukim of Tebrau,
District of Johor Bahru,
Johor.
Freehold land/
Three-storey shopping
centre and one-storey
car park
1,308,035/
1,468,693
March 2004 (A)/
January 2006 (C)
3
Freehold
158,886
Lot 3144,
Mukim of Cheras,
District of Ulu Langat,
Selangor.
Freehold land/
Two-storey shopping
centre and two-storey
car park
113,451/
893,819
April 2004 (A)/
December 2006 (C)
2
Freehold
66,768
Lot PT 1019
Mukim of Ulu Kelang,
District of Ulu Kelang,
Kuala Lumpur.
Two-storey shopping
centre and two-storey
car park
895,449
December 2008 (C)
-
-
82,637
Lot PTD 90606,
Mukim of Pulai,
District of Johor Bahru,
Johor.
Freehold land/
Three-storey shopping
centre and one-storey
car park
1,645,697/
845,634
October 2007 (A)/
December 2008 (C)
-
Freehold
232,481
179,989
17
10 ½
Details of AEON’s prepaid lease payments as at 31 December 2008 are set out below:
Lot 7041,
Mukim of Bukit Baru,
District of Melaka Tengah,
Melaka.
Leasehold land
436,036
,
February 1995 (R)
-
99 years
expiring on
19/12/2089
13,079
Lot 23551,
Mukim of Setapak,
District and State of
Wilayah Persekutuan.
Leasehold land
368,516
,
February 1995 (R)
-
95 years
expiring on
28/3/2085
38,471
Lot PT 21441,
Mukim of Kapar,
District of Klang,
Selangor.
Lot 62232,
Mukim Batu,
Daerah Kuala Lumpur,
Wilayah Persekutuan.
Lot PT 41977,
Mukim of Cheras,
District of Ulu Langat,
Selangor.
Leasehold land
643,753
,
June 1994 (A)
-
99 years
expiring on
9/5/2093
16,354
Leasehold land
410,815
January 2004 (C)
-
99 years
expiring on
25/8/2103
40,375
Leasehold land
550,910
,
April 2004 (A)
-
99 years
expiring on
12/4/2103
16,649
Leasehold land
631,620
March 2007 (A)
-
87 years
expiring on
5/4/2083
60,787
Lot PT 1019,
Mukim Ulu Kelang,
Daerah Kuala Lumpur,
Wilayah Persekutuan.
Annual Report 2008
81
JUSCO STORES, SHOPPING CENTRES & MAXVALU
PULAU PINANG
IPOH
CENTRAL
JUSCO TAMAN EQUINE
KUALA LUMPUR
NEGERI SEMBILAN
MELAKA
JOHOR BAHRU
JUSCO TAMAN MALURI
Jalan Jejaka, Taman Maluri,
Cheras, 55100 Kuala Lumpur.
Tel: 03-9285 5222
AEON TAMAN EQUINE
SHOPPING CENTRE
JUSCO TAMAN MALURI
SHOPPING CENTRE
JUSCO CHERAS SELATAN
Tel: 03-9200 1004
JUSCO WANGSA MAJU
Jalan R1, Seksyen 1,
Bandar Baru Wangsa Maju,
53300 Kuala Lumpur.
Tel: 03-4149 7666
ALPHA ANGLE
SHOPPING CENTRE
Tel: 03-4149 5288
JUSCO BANDAR UTAMA
No. 1, Leboh Bandar Utama,
Bandar Utama, Damansara,
47800 Petaling Jaya, Selangor Darul Ehsan.
Tel: 03-7726 6266
1 UTAMA
SHOPPING CENTRE
Tel: 03-7726 6033
JUSCO BANDAR BARU KLANG
Persiaran Bukit Raja 2,
Bandar Baru Klang, 41150 Klang,
Selangor Darul Ehsan.
Tel: 03-3343 9366
BUKIT RAJA
SHOPPING CENTRE
Tel: 03-3343 2166
JUSCO MID VALLEY
AT3 Mid Valley Megamall,
Mid Valley City,
Lingkaran Syed Putra,
59200 Kuala Lumpur.
Tel:03-2284 4800
JUSCO BANDAR PUCHONG
Lot G40, IOI Mall, Batu 9,
Jalan Puchong,
Bandar Puchong Jaya,
47100 Puchong,
Selangor Darul Ehsan.
Tel: 03-8070 1200
JUSCO METRO PRIMA
No. 1, Jalan Metro Prima,
52100 Kepong, Kuala Lumpur.
Tel: 03-6257 2121
JUSCO METRO PRIMA
SHOPPING CENTRE
Tel: 03-6259 1122
82
No. 2, Jalan Equine,
Taman Equine, Bandar Putra Permai,
43300 Seri Kembangan,
Selangor Darul Ehsan.
Tel: 03-8941 3700
Annual Report 2008
Tel: 03-7545 2700
Lebuh Tun Hussein Onn,
43200 Balakong,
Selangor Darul Ehsan.
Tel: 03-9080 3018
AEON CHERAS SELATAN
SHOPPING CENTRE
Tel: 03-9080 3498
JUSCO BANDAR SUNWAY
Lg1.111, Sunway Pyramid,
No.3, Jalan PJS 11/15, Bandar Sunway,
46150 Petaling Jaya,
Selangor Darul Ehsan.
Tel: 03-5637 3720
JUSCO BUKIT TINGGI
No.1, Persiaran Batu Nilam 1/KS 6,
Bandar Bukit Tinggi 2, 41200 Klang,
Selangor Darul Ehsan.
Tel: 03-3326 2330
AEON BUKIT TINGGI
SHOPPING CENTRE
Tel: 03-3326 2370
JUSCO AU2 SETIAWANGSA
No.6 Jalan Taman Setiawangsa
(Jalan 37/56), AU2,
Taman Keramat, 54200 Kuala Lumpur.
Tel: 03-4257 8840
AEON AU2 SETIAWANGSA
SHOPPING CENTRE
Tel: 03-4257 2533
PASAR RAYA MAXVALU
DAMANSARA DAMAI
C-1-05, Park Avenue, Jalan PJU 10/1,
PJU 10, Damansara Damai, 47830
Petaling Jaya, Selangor Darul Ehsan.
Tel: 03-6157 1432
PASAR RAYA MAXVALU
PEARL POINT
Lot 1.0.49, Ground Floor,
Pearl Point Shopping Mall,
Jalan Klang Lama, 58000 Kuala Lumpur.
Tel: 03-7982 0422
PASAR RAYA MAXVALU
KOTA KEMUNING
No. 1-2G, Jalan Anggerik Vanilla
T31/T, Kota Kemuning, Seksyen 31,
40460 Shah Alam, Selangor.
Tel: 03-5122 1669
PASAR RAYA MAXVALU
AMPANG
Petronas Service Station, Jalan Kolam
Ayer Lama, Taman Dato’ Ahmad
Razali, 68000 Ampang Selangor.
Tel: 03-4252 1601
PASAR RAYA MAXVALU
DESA PARKCITY
Lot No. GF22, Ground Floor,
The Waterfront @ Desa ParkCity,
5, Persiaran Residen, Desa ParkCity,
52200 Kuala Lumpur.
Tel: 03-6280 7790
JUSCO QUEENSBAY
1F-61, Queensbay Mall,
100, Persiaran Bayan Indah,
11900 Bayan Lepas,
Pulau Pinang.
Tel: 04-641 3822
PULAU PINANG
IPOH
NORTHERN
KUALA LUMPUR
NEGERI SEMBILAN
MELAKA
JOHOR BAHRU
JUSCO IPOH
No.2, Jalan Teh Lean Swee,
Off Jalan Sultan Azlan Shah Utara,
31400 Ipoh, Perak Darul Ridzuan.
Tel: 05-549 9633
KINTA CITY
SHOPPING CENTRE
Tel: 05-548 4668
JUSCO SEBERANG PRAI CITY
Jalan Perda Timur,
14000 Bukit Mertajam,
Seberang Prai Tengah, Pulau Pinang.
Tel: 04-538 8600
AEON SEBERANG PRAI CITY
SHOPPING CENTRE
Tel: 04-537 9022
PULAU PINANG
IPOH
SOUTHERN
KUALA LUMPUR
NEGERI SEMBILAN
MELAKA
JOHOR BAHRU
JUSCO MELAKA
JUSCO SEREMBAN 2
Leboh Ayer Keroh,
75450 Melaka.
Tel: 06-232 4899
112, Persiaran S2 B1,
Seremban 2, 70300 Seremban,
Negeri Sembilan Darul Khusus.
Tel: 06-601 5633
JUSCO MELAKA
SHOPPING CENTRE
Tel: 06-233 2988
JUSCO SEREMBAN 2
SHOPPING CENTRE
Tel: 06-601 5618
JUSCO TAMAN
UNIVERSITI
JUSCO TEBRAU CITY
No. 4, Jalan Pendidikan,
Taman Universiti, 81300
Skudai, Johor Darul Takzim.
Tel: 07-521 8000
No 1, Jalan Desa Tebrau,
Taman Desa Tebrau,
81100 Johor Bahru,
Johor Darul Takzim.
Tel: 07-351 1110
JUSCO TAMAN UNIVERSITI
SHOPPING CENTRE
AEON TEBRAU CITY
SHOPPING CENTRE
Tel: 07-520 8700
Tel: 07-352 2220
JUSCO PERMAS JAYA
JUSCO BUKIT INDAH
No. 1, Jalan Permas Utara,
Bandar Baru Permas Jaya,
81750 Johor Bahru, Johor Darul Takzim.
Tel: 07-386 8900
No. 8, Jalan Indah 15/2, Bukit Indah,
81200 Johor Bahru, Johor Darul Takzim.
Tel: 07-236 8036
JUSCO PERMAS JAYA
SHOPPING CENTRE
AEON BUKIT INDAH
SHOPPING CENTRE
Tel: 07-236 8071
Tel: 07-386 0600
Annual Report 2008
83
MILESTONES
1984
SEPTEMBER
–
JAYA JUSCO STORES SDN BHD established, in response to a request from the former Prime
Minister Tun Dr Mahathir bin Mohamad, to help modernise the retailing industry in Malaysia.
1985
JUNE
DECEMBER
–
–
The first pilot store, JAYA JUSCO Dayabumi, opened.
The second pilot store, JAYA JUSCO Taman Tun, opened.
1989
JUNE
OCTOBER
–
–
JAYA JUSCO Dayabumi closed.
The first Superstore, JAYA JUSCO Taman Maluri, opened.
1990
JUNE
NOVEMBER
–
–
“Japan Management Training Programme” begun.
28 Malaysian students invited to Japan as “Ambassadors” through the ÆON “1% Club”
Programme.
1991
OCTOBER
–
–
JUSCO Melaka was opened and fully operated by Malaysian staff.
The ÆON Group’s “Hometown Forest” programme was launched simultaneously at the
inauguration of JUSCO Melaka.
1992
APRIL
–
JUSCO Wangsa Maju (Alpha Angle Shopping Centre), the first Shopping Centre, opened.
1994
AUGUST
OCTOBER
–
–
The Distribution Centre begun operations.
Japan Trainee Programme begun.
1995
JUNE
AUGUST
OCTOBER
–
–
–
JAYA JUSCO Taman Tun Dr. Ismail closed.
JUSCO Bandar Utama (1 Utama Shopping Centre) opened.
JUSCO Bandar Baru Klang (Bukit Raja Shopping Centre) opened.
1996
DECEMBER
–
JAYA JUSCO STORES BHD was listed on the Main Board of the KLSE.
1997
AUGUST
–
JUSCO Ipoh (Kinta City Shopping Centre) opened.
1998
DECEMBER
–
JUSCO Melaka Superstore was upgraded to a Shopping Centre.
1999
DECEMBER
–
JUSCO Mid Valley opened.
2000
DECEMBER
–
–
JUSCO Taman Maluri Superstore was upgraded to a Shopping Centre.
JUSCO Bandar Puchong opened.
2001
OCTOBER
NOVEMBER
–
–
Launch of WAOH Charity Fund / JUSCO Fest / JUSCO’s 17th Anniversary.
22 Malaysian students and 2 former participants from the 1990 batch were invited
to Japan as ‘Ambassadors’ through the ÆON “1% Club” Programme.
2002
APRIL
–
JULY
–
–
Establishment of JUSCO-OUM Retail Centre in Alpha Angle Shopping Centre,
at Wangsa Maju.
JUSCO Taman Universiti (JUSCO Taman University Shopping Centre) opened.
Japan Management Training Programme reactivated.
JULY
AUGUST
OCTOBER
DECEMBER
–
–
–
–
2003
–
2004
JANUARY
JUNE
84
Annual Report 2008
–
–
–
WAOH Charity Bazaar.
Smart Wonder World opened in JUSCO Taman Maluri.
JUSCO Home Centre opened in 1 Utama Shopping Centre.
3,000 seedlings were planted in the vicinity of the JUSCO Permas Jaya store
as part of ÆON
ÆON’s environmental campaign, ‘Planting Seeds of Growth’.
JUSCO Permas Jaya (JUSCO Permas Jaya Shopping Centre) opened.
JUSCO Metro Prima Tree Planting Ceremony was held. 2,000 seedlings were planted.
JUSCO Metro Prima (JUSCO Metro Prima Shopping Centre) opened.
“With All Our Hearts” Charity Fund officially registered as the “With All Our Hearts”
Malaysian JUSCO Foundation.
2004
2005
2006
SEPTEMBER
–
–
–
–
AUGUST
OCTOBER
–
–
MARCH
–
JULY
SEPTEMBER
–
–
OCTOBER
DECEMBER
–
–
–
JANUARY
APRIL
JUNE
–
–
–
JULY
–
–
–
–
SEPTEMBER
NOVEMBER
2007
DECEMBER
–
–
JANUARY
–
JUNE
SEPTEMBER
–
–
–
–
OCTOBER
2008
DECEMBER
–
–
JUNE
JULY
–
–
–
AUGUST
–
–
–
–
OCTOBER
NOVEMBER
DECEMBER
–
–
–
JAYA JUSCO STORES BHD officially changed name to AEON CO. (M) BHD.
JUSCO celebrated 20th Anniversary in Malaysia with Gala Dinner.
Official launch of “With All Our Hearts” Malaysian JUSCO Foundation.
30,000 seedlings planted in the Malaysia-Japan Friendship Forest, AEON Woodland,
Paya Indah Wetlands.
Company authorised share capital increased from RM100,000,000 to RM500,000,000.
Completed Bonus Issue (1:1) for 87,750,000 new Ordinary Shares.
AEON CO. (M) BHD. received a certificate of appreciation from the former Prime Minister
Tun Dr Mahathir bin Mohamad for its tree planting activities.
The 1st Annual WAOH Charity Gala Dinner was held.
JUSCO Seremban 2 Shopping Centre Tree Planting ceremony was held. 3,300 seedlings
were planted.
JUSCO Seremban 2 (JUSCO Seremban 2 Shopping Centre) opened.
The first PASAR RAYA J-One Supermarket in Damansara Damai opened.
AEON Tebrau City Shopping Centre Tree Planting ceremony was held. 6,000 seedlings
were planted.
JUSCO Tebrau City (AEON Tebrau City Shopping Centre) opened.
Change of financial year end from February to December.
AEON Taman Equine Shopping Centre Tree Planting Ceremony held. 4,000 seedlings
were planted.
JUSCO Taman Equine (AEON Taman Equine Shopping Centre) opened.
PASAR RAYA J-One supermarket in Pearl Point opened.
Completion of Kinta City Shopping Centre sales and lease back.
AEON Cheras Selatan Shopping Centre Tree Planting Ceremony held. 4,000 seedlings
were planted.
JUSCO Queensbay opened.
JUSCO Cheras Selatan (AEON Cheras Selatan Shopping Centre) opened.
Pasar Raya D’HATI name change ceremony (from J-One to D’HATI) held at Pearl Point
Shopping Mall.
Replanting of trees at AEON Woodland.
Pasar Raya D’HATI Kota Kemuning officially opened.
JUSCO Bandar Sunway opened.
AEON Bukit Tinggi Shopping Centre Tree Planting Ceremony held.
5,085 seedlings were planted.
Pasar Raya MaxValu Desa ParkCity and Pasar Raya MaxValu Ampang officially opened.
JUSCO Bukit Tinggi (AEON Bukit Tinggi Shopping Centre) opened.
Completed Bonus Issue (1:1) for 175,500,000 new Ordinary Shares.
AEON Careline was launched.
AEON Seberang Prai City Shopping Centre Tree Planting Ceremony held.
3,500 seedlings were planted.
JUSCO Seberang Prai City (AEON Seberang Prai City Shopping Centre) opened.
Taman Asuhan Kanak-Kanak Asahi (TAKA) at Bandar Puchong Jaya opened.
24th Anniversary Tree Planting at AEON Woodland. 2,400 seedlings were planted.
AEON AU2 Setiawangsa Shopping Centre Tree Planting ceremony held.
4,600 seedlings were planted.
JUSCO AU2 Setiawangsa (AEON AU2 Setiawangsa Shopping Centre) opened.
AEON Bukit Indah Shopping Centre Tree Planting ceremony held.
3,000 seedlings were planted.
JUSCO Bukit Indah (AEON Bukit Indah Shopping Centre) opened.
Annual Report 2008
85
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Twenty-Fourth Annual General Meeting of AEON CO. (M) BHD. will be held at Ballroom
1 and 2, Level 2, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on Tuesday, 26 May 2009 at 10.30 a.m. for the
following purposes:
AGENDA
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements for the financial year ended
31 December 2008 together with the Reports of the Directors and Auditors thereon.
Ordinary Resolution 1
2. To declare a First and Final Dividend of 12% less 25% tax in respect of the financial year
ended 31 December 2008.
Ordinary Resolution 2
3. To approve the payment of Directors’ Fees for the financial year ended 31 December 2008
Ordinary Resolution 3
4. To re-elect the following Directors retiring under Article 74 of the Articles of Association of
the Company:
i)
Mr. Tsutomu Kajita
Ordinary Resolution 4
ii)
Mr. Nagahisa Oyama
Ordinary Resolution 5
iii) Datuk Ramli bin Ibrahim
Ordinary Resolution 6
iv) Brig Jen (B) Dato’ Mohamed Idris bin Saman
Ordinary Resolution 7
v)
Ordinary Resolution 8
Datuk Zawawi bin Mahmuddin
vi) Mr. Naruhito Kuroda
Ordinary Resolution 9
5. To re-appoint Dato’ Abdullah bin Mohd Yusof as Director pursuant to Section 129 (6) of
the Companies Act, 1965.
Ordinary Resolution 10
6. To re-appoint Dato’ Chew Kong Seng as Director pursuant to Section 129 (6) of the
Companies Act, 1965.
Ordinary Resolution 11
7. To re-appoint Messrs KPMG Desa Megat & Co. as Auditors of the Company and to
authorise the Directors to fix their remuneration.
Ordinary Resolution 12
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following ordinary resolution :
8. PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR THE RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED
RENEWAL OF SHAREHOLDERS’ MANDATE”)
“THAT approval be and is hereby given to the Company, to enter and give effect to
the recurrent related party transactions of a revenue or trading nature (hereinafter to be
referred to as “Recurrent Transactions”) with the related parties as stated in Section 2.2 of
the Circular to Shareholders dated 4 May 2009 which are necessary for the Company’s
day-to-day operations subject further to the following:(i) the Recurrent Transactions contemplated are in the ordinary course of business and on
terms which are not more favourable to related parties than those generally available
to the public, and are not to the detriment of the minority shareholders;
86
Annual Report 2008
Ordinary Resolution 13
AS SPECIAL BUSINESS (continued)
(ii) the approval is subject to annual renewal and shall only continue to be in force until:(a) the conclusion of the next Annual General Meeting of the Company following
the forthcoming Annual General Meeting of the Company at which the Proposed
Renewal of Shareholders’ Mandate is approved, at which time it will lapse unless by
a resolution passed at the Annual General Meeting the mandate is again renewed;
(b) the expiration of the period within which the next Annual General Meeting of
the Company after the date it is required to be held pursuant to Section 143(1)
of the Companies Act, 1965 (but shall not extend to such extensions as may be
allowed pursuant to Section 143(2) of the Companies Act, 1965); or
(c) revoked or varied by resolution passed by the shareholders in general meeting,
whichever is the earlier; and
(iii) the disclosure of the breakdown of the aggregate value of the Recurrent Transactions
conducted pursuant to the Proposed Renewal of Shareholders’ Mandate in the Annual
Report of the Company based on the following information:(a) the type of Recurrent Transactions entered into; and
(b) the names of the related parties involved in each type of the Recurrent Transactions
entered into and their relationship with the Company.
AND THAT the Directors of the Company be and are hereby authorised to do all acts and
things to give full effect to the Recurrent Transactions contemplated and/or authorised by this
resolution, as the Directors of the Company, in their absolute discretion, deem fit.”
Annual Report 2008
87
NOTICE OF DIVIDEND PAYMENT
NOTICE IS HEREBY GIVEN THAT, subject to the approval of shareholders at the Twenty-Fourth Annual General Meeting, a First
and Final Dividend of 12% less 25% tax in respect of the financial year ended 31 December 2008 will be paid to shareholders
on 19 August 2009. The entitlement date for the said dividend shall be 21 July 2009.
A Depositor shall qualify for entitlement to the Dividend only in respect of :
(a) Shares transferred to the Depositor’s securities account before 4.00 p.m. on 21 July 2009 in respect of transfers.
(b) Shares bought on Bursa Malaysia Securities Berhad on cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
BY ORDER OF THE BOARD
TAI YIT CHAN (MAICSA 7009143)
WONG LAI KUAN (MAICSA 7032123)
Secretaries
Date: 4 May 2009
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) of the Companies
Act, 1965 (“the Act”) 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 the Act 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 represented by each proxy.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 3rd Floor, Jusco Taman
Maluri Shopping Centre, Jalan Jejaka, Taman Maluri, Cheras, 55100 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.
6. Explanatory Note on the Special Business
Ordinary Resolution 13 on the Proposed Renewal of Shareholders’ Mandate
The Ordinary Resolution 13 proposed, if passed, will empower the Directors from the date of the Twenty-Fourth Annual
General Meeting, to deal with the related party transactions involving recurrent transactions 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 more favourable to the related parties than those generally available to the public
and not to the detriment of the minority shareholders. This authority unless revoked or varied at a general meeting, will
expire at the next Annual General Meeting of the Company and subject always to provision (ii) of the resolution. The details
of the recurrent related party transactions are set out in the Circular to the Shareholders dated 4 May 2009, which is
despatched together with this Annual Report.
STATEMENT ACCOMPANYING NOTICE OF
TWENTY-FOURTH ANNUAL GENERAL MEETING
Pursuant to the Paragraph 8.28(2) of the Bursa Securities Listing Requirements appended hereunder is:
a) Further details of Directors standing for re-election or re-appointment
Details of Directors seeking for re-election or re-appointment are set out in Directors’ Profiles appearing on pages 22 to 24
of the Annual Report for financial year ended 31 December 2008.
88
Annual Report 2008
PROXY FORM
AEON CO. (M) BHD. (126926-H)
No. of Shares
(Incorporated in Malaysia)
CDS Account No.
I/We,.................................................................................................(name of shareholder as per NRIC, in capital letters)
IC No./ID No./Company No…..……………………………………………..(new) ……………………………………………..(old)
of………………………………………………………..….........................................................................................(full address)
being a member(s) of the abovenamed Company, hereby appoint……………………………………....................................
(name of proxy as per NRIC, in capital letters) IC No. …………………………………………….. (new)………………………(old)
of …………………………………………………………………………..............................................................(full address)
or failing him/her ……………………………………………………………………………… (name of proxy as per NRIC, in capital
letters) IC No.………………………………………… (new) ……………………………………… (old) of …………………………
………………………………………………………………………………………………………………………………………………
(full address) as my/our proxy to vote for me/us and on my/our behalf at the Twenty-Fourth Annual General Meeting of the
Company, to be held at Ballroom 1 and 2, Level 2, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on Tuesday, 26 May
2009 at 10.30 a.m., and at any adjournment thereat.
My/our proxy is to vote as indicated below:
No.
Resolution
For
Against
ORDINARY BUSINESS
Ordinary Resolution 1
Adoption of Audited Financial Statements and Reports for the financial
year ended 31 December 2008
Ordinary Resolution 2
Declaration of a First and Final Dividend of 12% less 25% tax in respect
of the financial year ended 31 December 2008
Ordinary Resolution 3
Approval of Directors’ Fees for the financial year ended 31 December 2008
Ordianry Resolution 4
Re-election of Mr. Tsutomu Kajita
Ordinary Resolution 5
Re-election of Mr. Nagahisa Oyama
Ordinary Resolution 6
Re-election of Datuk Ramli bin Ibrahim
Ordinary Resolution 7
Re-election of Brig Jen (B) Dato’ Mohamed Idris bin Saman
Ordinary Resolution 8
Re-election of Datuk Zawawi bin Mahmuddin
Ordinary Resolution 9
Re-election of Mr. Naruhito Kuroda
Ordinary Resolution 10
Re-appointment of Dato’ Abdullah bin Mohd Yusof as Director persuant to
Section 129 (6) of the Companies Act, 1965
Ordinary Resolution 11
Re-appointment of Dato’ Chew Kong Seng as Director pursuant to
Section 129 (6) of the Companies Act, 1965
Ordinary Resolution 12
Re-appointment of Messrs KPMG Desa Megat & Co. as Auditors
of the Company and to authorise the Directors to fix their remuneration
SPECIAL BUSINESS
Ordinary Resolution 13
Proposed Renewal of the Existing Shareholders’ Mandate for the Recurrent Related
Party Transactions of a Revenue or Trading Nature
[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 of specific directions, your proxy will vote or abstain as he/she thinks fit.]
For appointment of two proxies, percentage of
shareholdings to be represented by the proxies:
No. of shares
Percentage
........................................................
Proxy 1
%
Signature of Shareholder or Common Seal
Proxy 2
%
Dated this ............. day of ................................ 2009
Total
100%
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) of the Companies Act, 1965 (“the Act”) 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 the Act 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 represented by each proxy.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 3rd Floor, Jusco Taman Maluri Shopping Centre, Jalan Jejaka, Taman
Maluri, Cheras, 55100 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.
Place Stamp
Here
The Company Secretary:
AEON CO. (M) BHD. (Company No. 126926-H)
3rd Floor, Jusco Taman Maluri Shopping Centre,
Jalan Jejaka, Taman Maluri,
Cheras, 55100 Kuala Lumpur.
90
Annual Report 2008