Investor Relations

Summary of 51st AGM

Summary of the key matters discussed at the 51st Annual General Meeting (“AGM”) of PPB Group Berhad (“PPB” or the “Company”) held at the broadcast venue at Tricor Business Centre, Manuka 2 & 3, Unit 29.01, Level 29, Vertical Business Suites, Avenue 3 Bangsar South, 8 Jalan Kerinchi, 59200 Kuala Lumpur on Friday, 12 June 2020 at 10.00 am.


    The Chairman, Tan Sri Datuk Oh Siew Nam, informed the meeting that this was the first time the AGM of the Company was conducted entirely via live streaming and online remote voting in line with the guidelines of the Securities Commission Malaysia for listed issuers to conduct fully virtual or hybrid general meetings. All the resolutions in the notice of the 51st AGM would be voted by poll using remote voting facilities. Voting on the resolutions was opened when the meeting commenced, and closed after discussion of the agenda items was completed. Tricor Investor & Issuing House Sdn Bhd (“Tricor”) was the poll administrator to conduct the remote electronic voting, and Asia Securities Sdn Bhd acted as scrutineer to validate the votes cast.

    1. Letter from Minority Shareholder Watchdog Group (“MSWG”)
      The MSWG had submitted a letter dated 5 June 2020 containing several questions on the Group’s operations and corporate governance, to which PPB replied in a letter dated 12 June 2020. The Chief Financial Officer (“CFO”), Ms Yap Choi Foong read out the Company’s replies. PPB’s written reply to MSWG’s questions is attached as Annexure A.
    2. Presentation on the PPB Group
      The CFO presented the key Group financial highlights for the year ended 31 December 2019, and the Managing Director, Mr Lim Soon Huat, presented a summary of the Group business updates and prospects to the members.

      Note :
      The respective presentation slides are available on the Company website at this link:


    1. Dividend
      The Chairman informed the meeting that the final dividend of 23 sen per share previously proposed on 27 February 2020 was reclassified in April 2020 as a second interim dividend, and had been paid on 2 June 2020. The Board had decided to re-classify the dividend to enable the proposed final dividend to be paid on the same date as previously announced, due to uncertainty on the date the AGM could be held.
    2. Audited financial statements – Financial year ended (“FYE”) 31 December 2019
      The audited financial statements for FYE 2019 were tabled at the AGM pursuant to Section 340(1)(a) of the Companies Act 2016, and this agenda item was not required to be put to vote.

      Members’ questions on the Group’s businesses were dealt with by the Chairman and management. They included the following matters :
      1. Cinema operations
        There were several questions on the impact of Covid-19 on the Group’s cinema operations, pertaining to the financial and business impacts, cinema leases, effect on employees, and cost-cutting measures. There was also a question on the rationale for the close proximity of two cinemas in the Cheras area.

        The Managing Director, Mr Lim Soon Huat, dealt with the above questions. His reply covered the following areas :
        • the various cost-reduction measures taken
        • prudent cashflow management, including deferment of non-essential expenditure
        • negotiations with landlords on rental terms
        • staff retention and support
        • safety measures for re-opening of the cinemas
        • decisions on the selection of cinema sites include strategic and operational considerations
      2. On a question on the utilization of the PPB Group’s cash, eg to seek potential acquisitions with attractive valuations under the ongoing economic and business conditions, the Chairman replied that the Company continues to look for business opportunities that would enhance the Group’s businesses.
    3. The Chairman declared that the Company’s audited financial statements for FYE 2019 had been laid before the meeting.

    Agenda items 4 and 5 were chaired by Mr Soh Chin Teck, an Independent Director and Chairman of the Audit Committee.

    1. Directors’ fees
      The Board had recommended that the fees payable to non-salaried Directors remain unchanged for FYE 2019. As such the total fees payable to non-salaried Directors who served on the Board and various committees in 2019 would be RM940,000/-, the same amount paid for FYE 2018.
    2. Directors’ benefits
      An amount of RM311,000/- for non-salaried Directors’ benefits which comprised allowances and benefits-in-kind for the period from 1 June 2019 to 30 June 2020 was approved at the 50th AGM held on 17 May 2019. Of this, about RM165,000/- was expected to be incurred up to 30 June 2020.

      The estimated value of benefits for non-salaried Directors for the period from 1 July 2020 to 30 June 2021 is RM290,000/-. This amount includes provisions for any increase in meeting allowances and the number of meetings, and directors’ medical expenses not covered by insurance.

      On a question whether there were any plans to reduce Directors’ fees in view of the Covid-19 pandemic, Mr Soh replied that the proposed Directors’ fees are for FYE 2019, and that the fees for FYE 2020 will be considered later in the year.

    The following Directors who retired by rotation at the AGM offered themselves for re-election :

    1. Tan Sri Datuk Oh Siew Nam;
    2. Mr Lim Soon Huat; and
    3. Encik Ahmad Riza bin Basir.

    PPB’s Nomination Committee had carried out an assessment and recommended Tan Sri Oh, Mr Lim and Encik Riza for re-election as Directors.


    Ernst & Young PLT, the retiring auditors had indicated their willingness to be re-appointed and the Audit Committee had recommended their re-appointment.



    Dato’ Captain Sufian was appointed as an Independent Non-executive Director in 2009, and his tenure as an independent director was extended at the AGM in 2019 until the conclusion of the next AGM of the Company.

    Pursuant to the Malaysian Code on Corporate Governance, the Board through the Nomination Committee had carried out an assessment, and was satisfied that Dato’ Captain Sufian is able to exercise independent judgement, and act in the best interest of the Company.

    Shareholders’ approval was sought for the continuation of Dato’ Captain Sufian’s tenure as an independent director until the conclusion of the next AGM.


    Shareholders’ approval was sought to authorise the Directors to allot and issue shares not exceeding 10% of the Company’s issued shares to avoid any delay and cost of convening general meetings should the Company need to issue new shares during the year. The Company had not issued any new shares since the previous mandate in 2019.


    Shareholders’ approval was sought for a proposed mandate for the PPB group to enter into recurrent related party transactions of a revenue or trading nature with a related party, namely PGEO Group Sdn Bhd (“PGEO”) and/or its connected persons.

    PGEO and its connected persons abstained from voting on the Ordinary Resolution No.9.


    Shareholders’ approval was sought for the renewal of the authority for the Proposed Share Buy-back to enable the Company to purchase its own ordinary shares, up to a maximum of 10% of the issued shares of the Company. The Company had not exercised the Share Buy-back mandate to-date.

    1. The meeting was adjourned at 11.30 am to enable members to complete the voting process, and registration closed at 11.35 am for tabulation and verification of votes.
    2. The Chairman called the meeting to order at 11.57 am for the declaration of the voting results provided by the poll administrator and verified by the scrutineers. Based on the results of the voting set out in Annexure B to this summary, the Chairman declared that all the resolutions put to vote at the 51st AGM of the Company were passed.

Annexure A – PPB’s replies to MSWG’s questions

Summary of key matters discussed at the 51st AGM of PPB held on 12 June 2020


Financial/Strategy Matters

  1. Current economic conditions and the impact of COVID-19

    The Group has seen macro-economic uncertainty with regards to prices and demand of its products and services as a result of the COVID-19 (coronavirus) outbreak. Recent global developments and uncertainty in the market have caused further disruption and large-scale volatility in the commodity markets. The scale and duration of these developments remain uncertain but could impact the Group’s earnings, cash flows and financial condition going forward. The Group is monitoring the situation and taking necessary measures to support and enable its business operations to continue. (Note 44, page 193 of Annual Report)

    1. How will the current challenges presented by Covid-19 affect the Group’s activities and business strategies going forward?


      Over 80% of the Group’s revenue is derived from the manufacturing and supply of essential goods and services, mainly Grains and agribusiness, and Consumer products.

      Whilst the demand and supply chain was affected during the movement control order (“MCO”), it is expected to recover as the MCO eases over time. We will be adjusting to the new normal of doing business, and are cautiously optimistic that these business segments will remain relevant and perform satisfactorily.

    2. What are the specific areas or activities of the business operations that will be affected?
    3. What are some of the measures being considered to ensure that business operations are not significantly disrupted?


      Our Film exhibition and distribution segment has been significantly affected by the cinema closure and postponement of blockbuster movies during the MCO.

      Management has taken various cost-saving measures and stringent cash flow management, including deferment of certain capital expenditure on new cinema openings and refurbishment. New promotions and initiatives are planned to bring customers back to the cinemas when they re-open.

  2. Group Capital Expenditure

    During the financial year ended 31 December 2019, the Group incurred total capital expenditure of RM193 million. Major areas of expenditure included RM50 million in grains and agribusiness segment, mainly for construction of flour milling new plants and upgrading of existing plants, RM110 million in film exhibition and distribution segment for the opening of new cinemas and upgrading of existing cinemas, RM20 million in its property segment, mainly for the construction, upgrading and refurbishment of investment properties and RM12 million in consumer products segment, mainly for the construction of a frozen food production factory. (Page 33 of Annual Report)

    1. What is the expected contribution from these capital expenditures?


      The construction of a new 500mt/day plant in Vietnam will increase production capacity by 32% to 2,050mt/day. The upgrading of our existing plants, which also includes the construction of grain silos and a warehouse, will further enhance production efficiency of our flour mills across the region. The construction of a new halal-certified frozen food plant in Pulau Indah, Selangor will improve the manufacturing process and production efficiency of this business.

      The opening of two new cinemas in EkoCheras, Kuala Lumpur and Mid Valley Southkey, Johor Bahru together with the introduction of the ultra-luxe boutique cinema, namely The Aurum Theatres at the Gardens Mall, Kuala Lumpur and Mid Valley Southkey have brought the latest cinematic technology and more comfortable seating to our viewers. With these additions, our cinema locations have been increased to 37 locations, bringing the total number of screens and seats to 361 and 56,602 respectively nationwide.

      The construction, upgrading and refurbishment of our Investment Properties is aimed at enhancing their value.

      The above capital expenditure will boost our business competitiveness, and enable us to achieve better performance in the future.

    2. Will there be further capital expenditures in the coming year? If yes, what is the expected amount?


      As stated in note 35, page 170 of the Annual Report, the Group has set aside total capital expenditure commitment amounting to RM464 million over the next 3 to 5 years.

  3. Position of the Group’s Employees

    The Group employs slightly more than 6,000 people, of whom two thirds are permanent full-time employees. Its’ cinemas division accounts for the highest proportion of workers (38% of the Group’s total workforce), of whom, more than half are on part-time basis. (Page 76, Sustainability Statement, Annual Report).

    What is the effect of the current challenges with of the COVID-19 pandemic to the Group’s employees? What will the impact be on its operations and expenses, in its cinemas division?


    We have implemented the necessary initiatives and precautionary measures to ensure the safety and well-being of our Group employees during this challenging time.

    Despite the closure of cinemas as mandated by the MCO, our full-time employees have been kept busy with training, maintaining and preparing the cinemas for re-opening post-MCO.

    As a measure to manage our manpower more effectively, our contract workers are on temporary furlough in view of the long closure of the cinemas. We will rehire these workers when the cinemas reopen and the situation improves. We do not expect any of our cinema locations to be closed with the easing of the MCO.

    We have put in place various cost-saving measures to ensure that our expenses are contained and our cash flow remains healthy.

  4. Increase in freight costs

    In relation to the transactions related to subsidiaries of associates, the freight costs increased from RM52 million to RM131 million. (Page 169 of Financial Statements)


    Freight costs are incurred for the import of grains by our major subsidiary, the FFM Group. The increase in freight costs was mainly attributable to the following :

    1. Increase in the volume of grains purchases during the year by 14% from 2018; and
    2. Higher volume of grains importation which were priced based on free on board, whereby the importer hires vessels for the shipment and incurs freight charges directly, as compared to cost and freight, whereby costs of sea carriage to ports are borne by the seller and included in the pricing. This arrangement allowed FFM to improve its grains logistics management.

Corporate Governance Matters

  1. Board evaluation and associated disclosures

    Practice 5.1 of the Malaysian Code of Corporate Governance (MCCG) requires the board to undertake a formal and objective annual evaluation to determine the effectiveness of the board, its committees and each individual director. The board should disclose how the assessment was carried out and its outcome. For Large companies, the board should engage independent experts periodically to facilitate objective and candid board evaluations.

    The Board considered the engagement of independent experts to conduct board evaluations at periodic intervals, and decided that this is not required for the time being. (Page 18, Corporate Governance Report).

    1. When, and under what circumstances would the Board engage Independent experts to conduct board evaluation?


      The Nomination Committee and Board considered whether to utilise an independent expert at periodic intervals to conduct the board evaluation, taking into account various factors. It was agreed that the present board self-assessment carried out internally is adequate. At this juncture we do not see any potential circumstances which would give rise to such need, but this will be reviewed annually.

    2. Neither the CG report nor the Annual Report of the Company disclosed the criteria used in evaluating the effectiveness of the board, committees and each director.

      Please refer to Guidance 5.1 of the MCCG for the information required to be disclosed relating to the board evaluation.


      As disclosed in Practice 5.1 of the CG Report, the Board’s performance assessment, including the assessment of the independent directors was carried out internally by way of performance self-assessment forms, under the following categories :

      • Board mix and composition
      • Board roles and responsibilities
      • Board meeting procedures
      • Effectiveness of the board committees
      • Board’s relationship with management
      • Assessment of independent directors

      The assessment, together with the questions and evaluation factors, were based on the Corporate Governance Guide issued by Bursa Malaysia Berhad. The respective responses were compiled to assist members of the Board and Nomination Committee to discuss and evaluate the effectiveness of the board, committees and each director.

  2. Policies and Procedures to determine the remuneration of Directors and Senior Management

    Practice 6.1 of the MCCG requires the board to have policies and procedures to determine the remuneration of directors and senior management, taking into account the demands, complexities and performance of the company as well as skills and experience required.

    The Company has disclosed that there is no formal Group policy on board and senior management remuneration. (Page 19, Corporate Governance Report).

    Does the Board plan to formulate policies and procedures for the remuneration of directors and senior management? If no, why?


    The Board approves or recommends the remuneration of executive and non-executive directors annually based on the Remuneration Committee’s (“RC”) review and recommendations. The Managing Director’s remuneration is reviewed annually by the RC taking into consideration his duties and responsibilities, and the Company’s performance, for Board approval.

    Senior management remuneration is determined by taking into account their roles and responsibilities, experience and performance; and for those in the business units, factors considered include their diverse business activities, operating environments and the employees’ roles and responsibilities.

    The Board is of the opinion that the present procedures are fair, and commensurate with the respective employees’ duties and responsibilities. Nonetheless the Company will continue to review regularly the need to formulate policies and procedures.

12 June 2020

Annexure B – Results of Poll Voting

Summary of key matters discussed at the 51st AGM of PPB held on 12 June 2020

Resolution No. Subject Votes for Votes against Total votes
No. of shares % No. of shares % No.of shares %
Ordinary Resolution 1 To approve the payment of Directors' fees. 1,123,132,121 99.9979 23,281 0.0021 1,123,155,402 100.000
Ordinary Resolution  2 To approve the payment of Directors’ benefits. 1,123,130,041 99.9977 25,361 0.0023 1,123,155,402 100.000
Ordinary Resolution  3 To re-elect Tan Sri Datuk Oh Siew Nam as a Director. 920,585,964 81.9596 202,633,858 18.0404 1,123,219,822 100.000
Ordinary Resolution  4 To re-elect Mr Lim Soon Huat as a Director. 1,124,280,836 99.9774 253,583 0.0226 1,124,534,419 100.000
Ordinary Resolution  5 To re-elect Encik Ahmad Riza bin Basir as a Director. 1,111,973,134 98.8830 12,561,285 1.1170 1,124,534,419 100.000
Ordinary Resolution  6 To re-appoint Ernst & Young PLT as auditors of the Company. 1,118,807,050 99.4907 5,727,369 0.5093 1,124,534,419 100.000
Ordinary Resolution  7 To approve the continuation of Dato’ Captain Sufian’s tenure as an Independent Director. 1,079,917,061 96.0324 44,617,358 3.9676 1,124,534,419 100.000
Ordinary Resolution  8 To authorise the Directors to allot and issue shares. 1,109,478,926 98.6612 15,055,491 1.3388 1,124,534,417 100.000
Ordinary Resolution  9 To approve a shareholders’ mandate for recurrent related party transactions of a revenue or trading nature with persons connected with  PGEO Group Sdn Bhd. 1,124,530,449 99.9997 2,890 0.0003 1,124,533,339 100.000
Ordinary Resolution  10 To approve the Proposed Share Buy-back. 1,123,845,830 99.9444 625,669 3.1250 1,124,471,499 100.000

12 June 2020

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