CONTENT. 63 Statement By Directors 63 Statutory Declaration 64 Independent Auditors Report 68 Consolidated Statement Of Comprehensive Income

Transcription

1

2

3 CONTENT 2 Five-Year Group Financial Highlights 4 Corporate Information 6 Profile Of The Board Of Directors 12 Profile Of The Key Senior Managements 20 Management And Heads Of Departments, Subsidiaries And Foundation 22 Chairman s Statement 24 Group Managing Director s Message And Management Discussion And Analysis Report 28 Audit Committee Report 32 Statement Of Risk Management And Internal Control 34 Sustainability Report 43 Corporate Governance Overview Statement 50 Other Information Required By The Listing Requirement Of The Bursa Malaysia Securities Berhad 51 Corporate Calendar 57 Statement Of Directors Responsibility For Preparation Of Financial Statements 58 Financial Statements 59 Directors Report 63 Statement By Directors 63 Statutory Declaration 64 Independent Auditors Report 68 Consolidated Statement Of Comprehensive Income 70 Consolidated Statement Of Financial Position 72 Consolidated Statement Of Changes In Equity 73 Consolidated Statement Of Cash Flows 76 Statement Of Comprehensive Income 77 Statement Of Financial Position 79 Statement Of Changes In Equity 80 Statement Of Cash Flows 82 Notes To The Financial Statements 171 List Of Properties 176 Analysis Of Shareholdings 177 List Of Top Thirty Largest Shareholders 178 Notice Of Annual General Meeting 182 Statement Accompanying Notice Of Annual General Meeting Of The Company l Proxy Form 1

4 FIVE-YEAR GROUP FINANCIAL HIGHLIGHTS GROUP REVENUE (RM'000) GROUP LOSS BEFORE TAX (RM'000) BASIC EARNINGS PER SHARE (SEN) ,432 (20,395) 13 (14.64) ,195 (83,650) 14 (74.03) ,867 (16,698) 15 (18.96) ,419 (66,725) 16 (61.83) ,980 (10,256) 17 (6.73) 17 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 2017 RM 000 YEAR ENDED 31 DECEMBER 2016 RM RM RM RM 000 Group Revenue 244, , , , ,432 Group Loss Before Tax (10,256) (66,725) (16,698) (83,650) (20,395) Income Tax 2,800 (1,705) (3,902) 1,798 4,231 Zakat (127) (50) Loss From Discontinuing Operation, Net Of Tax - (36) (653) - - Group Loss For The Year (7,456) (68,466) (20,992) (81,979) (16,214) Attributable to: Owners Of The Parent (7,456) (68,466) (20,992) (81,979) (16,214) Earnings Per Share Attributable To Owners Of The Parent (sen): Basic, For Loss For The Year (6.73) (61.83) (18.96) (74.03) (14.64) Gross Dividend Per Share (sen)

5 FIVE-YEAR GROUP FINANCIAL HIGHLIGHTS NET TANGIBLE ASSET PER SHARE (RM) EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (RM'000) TOTAL ASSETS (RM'000) , , , , , , , , , ,950 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2017 RM RM 000 AS AT 31 DECEMBER 2015 RM RM RM 000 Share Capital 161, , , , ,734 Reserves (65,652) (7,231) 61,921 83, ,103 Equity Attributable To Owners Of The Parent 95, , , , ,837 Total Equity 95, , , , ,837 Non-Current Liabilities 93, , ,565 90, ,349 Current Liabilities 235, , , , ,959 Liabilities Classified As Held-For-Sale Total Liabilities 328, , , , ,308 TOTAL EQUITY AND LIABILITIES 423, , , , ,145 Non-Current Assets 306, , , , ,724 Current Assets 117, , , , ,421 Asset Classified As Held-For-Sale , TOTAL ASSETS 423, , , , ,145 Net Tangible Asset Per Share (RM)

6 CORPORATE INFORMATION UTUSAN MELAYU (MALAYSIA) BERHAD ANNUAL REPORT 2017 BOARD OF DIRECTORS TAN SRI MOHAMAD FATMI CHE SALLEH Independent Non-Executive Chairman DATUK MOHD NOORDIN ABBAS Group Managing Director DATUK ABDUL AZIZ ISHAK Group Editor-in-Chief TAN SRI DATUK SERI ISMAIL YUSOF Non-Independent Non-Executive Director DATUK SERI TENGKU SARIFFUDDIN TENGKU AHMAD Independent Non-Executive Director DATUK MD AFENDI HAMDAN Independent Non-Executive Director MOHD YUSOF ABU OTHMAN Independent Non-Executive Director JAMALUL KIRAM MOHD ZAKARIA Independent Non-Executive Director (Appointed w.e.f 14 February 2018) DATO ZAKRI AFANDI ISMAIL Non-Independent Non-Executive Director (Retired w.e.f 25 May 2017) DATO DR. NORRAESAH MOHAMAD Independent Non-Executive Director (Resigned w.e.f 7 February 2017) AUDIT COMMITTEE MOHD YUSOF ABU OTHMAN (Chairman) TAN SRI DATUK SERI ISMAIL YUSOF DATUK SERI TENGKU SARIFFUDDIN TENGKU AHMAD NOMINATION & REMUNERATION COMMITTEE DATUK SERI TENGKU SARIFFUDDIN TENGKU AHMAD (Chairman) TAN SRI DATUK SERI ISMAIL YUSOF DATUK MD AFENDI HAMDAN MOHD YUSOF ABU OTHMAN JAMALUL KIRAM MOHD ZAKARIA COMPANY SECRETARY SHUHAILA YAAKOB (MACS 01567) REGISTERED OFFICE No. 44, Jalan Utusan Off Jalan Chan Sow Lin Kuala Lumpur Tel : Fax : Website : FOREIGN REPRESENTATIVE OFFICE The Belleza Permata Hijau 25-vs-6 (Versailles Residence) Jalan Arteri, Permata Hijau Jakarta Selatan Jakarta, Indonesia Tel/Fax : SHARE REGISTRAR Tricor Investor & Issuing House Services Sdn Bhd Unit 32-01, Level 32, Tower A Vertical Business Suite Avenue 3, Bangsar South No. 8, Jalan Kerinchi Kuala Lumpur Tel : Fax : AUDITORS Ernst & Young (AF0039) Level 23A, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights Kuala Lumpur PRINCIPAL BANKERS Malayan Banking Berhad Affin Islamic Bank Berhad Bank Muamalat Malaysia Berhad STOCK EXCHANGE LISTING Main Board of the Bursa Malaysia Securities Berhad Stock Name : UTUSAN Stock Code : 5754 Listing Date : 16 August 1994 INVESTMENT COMMITTEE DATUK MOHD NOORDIN ABBAS AHMAD RAZIF MOHAMED W. NOR ASMAH W. ISMAIL (Retired w.e.f 6 December 2017) MOHD YUSOF ABU OTHMAN (Resigned w.e.f 20 April 2017) 4

7 BOARD OF DIRECTORS 5

8 PROFILE OF THE BOARD OF DIRECTORS TAN SRI MOHAMAD FATMI CHE SALLEH Chairman 61 years of age Male Malaysian INDEPENDENT Non-Executive Chairman. Joined the Board of Utusan Melayu (Malaysia) Berhad on 1 December Currently is the Chairman of Land and Asset Development Committee and a member of the Board of UPM, UPM Holdings Sdn Bhd and UPM Education & Training Sdn Bhd. He served as Political Secretary to Prime Minister and Deputy Prime Minister for nine (9) years. Graduated with a Masters Degree in Business Administration (MBA) from Tulane University, New Orleans, Louisiana, United States of America and Bachelor of Science (BSc) Marketing from Southern Illinois University, Carbondale, Illinois, United States of America. Does not have any other directorships in other public companies. DATUK MOHD NOORDIN ABBAS Group Managing Director 58 years of age Male Malaysian NON-INDEPENDENT Executive Director. Joined the Board of Utusan Melayu (Malaysia) Berhad on 5 June Joined Utusan Melayu (Malaysia) Berhad on 20 May 2014 as the Group Managing Director and also holds directorship in subsidiary companies within Utusan Group namely Utusan Karya Sdn Bhd, Utusan Media Sales Sdn Bhd, Utusan Publications & Distributors Sdn Bhd, Utusan Land Sdn Bhd, Juasa Holdings Sdn Bhd, Utusan Technology Asia Sdn Bhd and Asian Environmental Engineering Sdn Bhd. He has extensive experience in development banking particularly with regard to international project finance and management. He has served as the Chief Executive Officer in Malaysia Export Credit Insurance Berhad (MECIB) and Export-Import Bank of Malaysia Berhad (EXIM Bank). Holds a Bachelor Degree in Accounting and Finance from Southern Illinois University, United States of America and Masters Degree in Management Science (Operations Research) from St. Louis University, United States of America. Does not have any other directorships in other public companies. 6

9 PROFILE OF THE BOARD OF DIRECTORS DATUK ABDUL AZIZ ISHAK Group Editor-In-Chief 54 years of age Male Malaysian NON-INDEPENDENT Executive Director. Joined the Board of Utusan Melayu (Malaysia) Berhad on 23 November He held the post of Acting Group Editor-in-Chief of Utusan s Group on 20 June 2008 before being appointed to the post on 1 December Joined Utusan Melayu (Malaysia) Berhad on 1 April 1984 and served in various capacities prior to his present post as the Group Editor-in-Chief. Holds a Degree in Strategic and Security Studies, National University of Malaysia and attended a Journalism Fellowship Programme in Securities Studies co-organised by the University of New York and East West Centre in Hawaii. Holds directorship in subsidiaries of Utusan Group namely Utusan Media Sales Sdn Bhd and Utusan Karya Sdn Bhd. He is also a member of the Board of Governors of Malaysian National News Agency (BERNAMA) since 16 February 2009 and serves as a member of the Consultation & Corruption Prevention Panel, Malaysian Anti-Corruption Commission (MACC) since 15 August He is also an independent non-executive director of Dataprep Holdings Berhad. TAN SRI DATUK SERI ISMAIL YUSOF 74 years of age Male Malaysian NON-INDEPENDENT Non-Executive Director. Joined the Board of Utusan Melayu (Malaysia) Berhad on 15 January A member of the Audit Committee and Nomination & Remuneration Committee of the Board. Graduated with a Bachelor of Arts (Honours), University of Malaya. Held several posts in the government sector from 1967 to Currently a member of the Board of Trustees and is the Executive Vice-Chairman of the Albukhary Foundation. Current directorships of public companies include South Malaysia Industries Berhad, MINHO (M) Berhad and BCB Berhad. 7

10 PROFILE OF THE BOARD OF DIRECTORS DATUK SERI TENGKU SARIFFUDDIN TENGKU AHMAD 55 years of age Male Malaysian INDEPENDENT Non-Executive Director. Joined the Board of Utusan Melayu (Malaysia) Berhad on 23 November He is the Chairman of the Nomination & Remuneration Committe and a member of the Audit Committee of the Board. Holds a Diploma in Mass Communications from MARA University of Technology and attended Fellowship Programme at the University of Seoul, Korea. He was a journalist at the New Straits Times Press (M) Berhad from 1987 till Serves in the government services as the Press Secretary to the Prime Minister of Malaysia from 1997 till now. He is also the Media Director in the Prime Minister s Office. Does not have any other directorships in other public companies. DATUK MD AFENDI HAMDAN 56 years of age Male Malaysian INDEPENDENT Non-Executive Director. Joined the Board of Utusan Melayu (Malaysia) Berhad on 25 March A member of the Nomination & Remuneration Committee of the Board. Graduated with a Bachelor of Science in Business Administration and minoring in Management Information System (Computer Science) from University of Wisconsin Steven Point, United States of America in He was the Chairman of the National Film Development Corporation Malaysia (FINAS) in In 2015, he was appointed as a Board Member of Inland Revenue Board of Malaysia (LHDN) and was reappointed as a Commissioner of the Malaysian Communications and Multimedia Commission (MCMC) until present. He does not have any other directorships in other public companies. 8

11 PROFILE OF THE BOARD OF DIRECTORS MOHD YUSOF ABU OTHMAN 66 years of age Male Malaysian INDEPENDENT Non-Executive Director. Joined the Board of Utusan Melayu (Malaysia) Berhad on 16 January He is a Chartered Accountant from the Institute of Chartered Accountants in England and Wales and a member of the Malaysian Institute of Accountants. Chairman of the Audit Committee and a member of the Nomination & Remuneration Committee of the Board. He began his career in 1981 as a Project Accountant with Pernas-Sime Darby Holdings Sdn Bhd. Held several very senior posts in numerous companies, including Selangor Stateowned and Malaysian Federal Government-owned companies, in various sectors from 1982 to 2004; including as Group Financial Controller in Kumpulan Perangsang Selangor Bhd, Chief Executive Officer in Malaysian Kuwaiti Investment Co Sdn Bhd, SB Development Sdn Bhd, Tabung Amanah Saham Selangor Bhd and as Vice President Revenue Development in MIDF Sisma Securities Sdn Bhd; as well as in several privately owned companies. He became the first Chief Executive Officer of MSWG (Badan Pegawas Pemegang Saham Minoriti Berhad) from 2001 to He has also served as the Chief Operating Officer in MK Land Holdings Bhd from 2008 to He is currently the Chairman of a privately owned company in single-use medical device packaging, in which he is also a minority shareholder. He is an independent consultant offering professional services in Corporate Start-ups and Corporate Change Management. Does not have any other directorships in other public companies. JAMALUL KIRAM MOHD ZAKARIA 61 years of age Male Malaysian INDEPENDENT Non-Executive Director. Joined the Board of Utusan Melayu (Malaysia) Berhad on 14 February He is a member of the Nomination & Remuneration Committee of the Board. Holds a Bachelor Degree (Honors) in Social Science - Economy from Universiti Sains Malaysia. He is currently a member of the board of trustees and the treasurer of Rumah Darul Bakti in Kota Belud, Sabah and also the founder and owner of Kiram s Village Cabin since He served as the Chief Executive Officer in Sabah Finance Berhad from 1995 to 2000 and as Branch Manager in Sabah Bank Berhad from 1982 to Does not have any other directorships in other public companies. 9

12 PROFILE OF THE BOARD OF DIRECTORS SHUHAILA YAAKOB Company Secretary 10

13 OTHER INFORMATION OF DIRECTORS 1. Family Relationship None of the Directors have any family relationship with each other and/or major shareholders of the Company. 2. Conflict of Interests None of the Directors have any personal interest in any business arrangement with the Company. 3. List of Convictions for Offences None of the Directors have been convicted of any offences (other than traffic offences) within the past five (5) years. 4. Attendance of Directors at Board Meeting There were six (6) Board Meetings held during the financial year ended 31 December Details of the attendance of the Directors at Board Meetings are as follows : DIRECTOR ATTENDANCE Tan Sri Mohamad Fatmi Che Salleh 6/6 Datuk Mohd Noordin Abbas 6/6 Datuk Abdul Aziz Ishak 6/6 Tan Sri Datuk Seri Ismail Yusof 5/6 Datuk Seri Tengku Sariffuddin Tengku Ahmad 6/6 Datuk Md Afendi Hamdan 3/6 Mohd Yusof Abu Othman 6/6 Dato Zakri Afandi Ismail (Retired w.e.f. 25 May 2017) 2/2 Dato Dr. Norraesah Mohamad (Resigned w.e.f. 7 February 2017) - 5. Securities Holdings in the Company and its Subsidiaries The Directors shareholdings are disclosed on page 176 of this Annual Report. 11

14 PROFILE OF THE KEY SENIOR MANAGEMENTS Profile of Datuk Mohd Noordin Abbas (Group Managing Director) and Datuk Abdul Aziz Ishak (Group Editor-In- Chief) are disclosed in the Directors Profile on page 6 and 7 of this Annual Report. DATUK OTHMAN MOHAMAD Deputy Group Editor-In-Chief 59 years of age Male Malaysian DATE OF APPOINTMENT 1 December 2008 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Bachelor of Arts (Honours), Universiti Kebangsaan Malaysia PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies - Nil WORKING EXPERIENCE Joined Utusan Group in 1998 as the Assistant News Editor. Had served as the News Editor, Senior News Editor, Assistant Editor and Editor of Utusan Malaysia before being appointed as the Assistant Editor-In-Chief 1 of Utusan Group. Prior to joining Utusan Group, he served at the Malaysian National News Agency ( BERNAMA ) since In BERNAMA, he served as the News Officer, Johor Bureau Chief and Sub-Editor Bahasa Melayu. DATUK ZULKEFLI HAMZAH Editor of Utusan Malaysia 51 years of age Male Malaysian DATE OF APPOINTMENT 1 April 2016 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Degree in Journalism, Universiti Teknologi Mara. PRESENT DIRECTORSHIP(S) Listed Entity None Other Public Companies None WORKING EXPERIENCE Joined Utusan Melayu (Malaysia) Berhad ( Utusan ) in He was appointed as the Pahang Bureau Chief in 1997 and then held a position as Correspondance in Jakarta, Indonesia before being appointed as Editor of Utusan Malaysia on 1 April

15 PROFILE OF THE KEY SENIOR MANAGEMENTS BADRUL AZHAR AB RAHMAN Editor of Mingguan Malaysia 58 years of age Male Malaysian DATE OF APPOINTMENT 1 April 2016 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Degree in Mass Communication, Institut Teknologi Mara. PRESENT DIRECTORSHIP(S) Listed Entity None Other Public Companies None WORKING EXPERIENCE Joined Utusan Melayu (Malaysia) Berhad ( Utusan ) in 1981 as Cadet Journalist. Appointed as the Editor of Kosmo! in 2004 to He has served as the Executive Director and Editor-in-Chief of Magazine in Utusan Karya Sdn Bhd, a wholly-owned subsidiary of Utusan from 2008 to 2016 before being appointed as the Editor of Mingguan Malaysia in DATO BAHAROM MAHUSIN Editor of Kosmo! 51 years of age Male Malaysian DATE OF APPOINTMENT 16 December 2008 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Degree in Writing Field, Universiti Malaya. PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies - Nil WORKING EXPERIENCE Joined Utusan Melayu (Malaysia) Berhad ( Utusan ) in 1990 as trainee journalist before being appointed as reporter and author of articles. He was appointed as Utusan s representative in London, United Kingdom in 1994 and has since then held various position in Utusan such as Assistant Editor of Utusan Malaysia s News, Assistant Editor of Mingguan Malaysia, Editor of Massa Magazine, Assistant Editor of Kosmo!, Coordinator of Mega, Editor of Utusan Malaysia s News, Senior News Editor and Assistant Editor of Utusan Malaysia from 1997 to 2008 before being appointed as Editor of Kosmo! in

16 PROFILE OF THE KEY SENIOR MANAGEMENTS ABD WAHID IDRIS General Manager of Finance 48 years of age Male Malaysian DATE OF APPOINTMENT 1 January 2018 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Degree in Accountancy from University College of Wales, Aberystwyth, United Kingdom PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies Nil WORKING EXPERIENCE Joined Utusan Melayu (Malaysia) Berhad ( Utusan ) on 1 September 2001 as the Finance Manager and later as Senior Finance Manager on 15 January 2008 before being appointed as General Manager of Finance on 1 January He began his career as Internal Audit Executive in 1994 with Johor State Economic Development Corporation (Johor Corporation). He then moved to Komplek Kewangan Malaysia Berhad (later known as Amanah Capital Malaysia Berhad) in 1996 to During those period, he served as Senior Accounts Executive and Finance Manager for Amanah Merchant Bank Berhad and The Ascott Kuala Lumpur respectively. MOHD BASIR ABDUL RAHIM Marketing Consultant 61 years of age Male Malaysian DATE OF APPOINTMENT 15 August 2017 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Degree in Automobile Engineer, Madras Institute of Technology, India. PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies Nil WORKING EXPERIENCE Joined Utusan Melayu (Malaysia) Berhad ( Utusan ) on 1 October 1992 as Marketing Executive and has held various position in Utusan. He began his career as Sales Executive. 14

17 PROFILE OF THE KEY SENIOR MANAGEMENTS ROSMAN ZULKIFLI General Manager of Logistics 53 years of age Male Malaysian DATE OF APPOINTMENT 1 November 2017 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Diploma in Accounting, Institut Teknologi Mara PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies - Nil WORKING EXPERIENCE Joined Utusan Melayu (Malaysia) Berhad ( Utusan ) in 1989 and has held various position in Utusan Group. He was the General Manager of Marketing since 2014 before being appointed as the General Manager of Logistics on 1 November Prior to joining Utusan Group, he served in an audit firm. AHMAD KHAIRUMUZAMIL ABDUL RAHMAN General Manager of Production 52 years of age Male Malaysian DATE OF APPOINTMENT 1 April 2018 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Degree in Electrical & Electronic Engineering (Hons), Universiti Sains Malaysia PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies - Nil WORKING EXPERIENCE Joined Utusan Melayu (Malaysia) Berhad ( Utusan ) in 1995 as the Electronic Engineer before being appointed as Production Manager in He was appointed as the Senior Manager of Production in 2006 and later as the General Manager of Production from 2008 untill In 2016, he was appointed as the General Manager of Special Task at the Group Managing Director s Office. On 1 April 2018, he has once again been appointed as the General Manager of Production. 15

18 PROFILE OF THE KEY SENIOR MANAGEMENTS MOHD YAZID AHMAD Executive Director, Utusan Media Sales Sdn Bhd 55 years of age Male Malaysian DATE OF APPOINTMENT 1 December 2015 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Member of the Chartered Institute of Marketing, United Kingdom Diploma in Marketing, Institute Teknologi Mara PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies - Nil WORKING EXPERIENCE Joined Utusan Media Sales Sdn Bhd ( UMES ) in 1990 as the Marketing Executive and has held various position in UMES. His last position before being appointed as the Executive Director of UMES in 2015 was the Chief Executive Officer. Currently, he is also the Executive Director of Karya Outdoor Sdn Bhd since 1 December 2015, a subsidiary of Utusan Group carrying out outdoor advertising business. Prior to joining Utusan Group, he served as a Marketing Executive at The New Straits Times Press (M) Berhad from 1987 to AHMAD RAZIF MOHAMED Director, Juasa Holdings Sdn Bhd 51 years of age Male Malaysian 16 DATE OF APPOINTMENT 26 March 2013 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Master of Business Administration, Universiti Islam Antarabangsa Bachelor of Business Studies, LaTrobe University, Australia PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies - Nil WORKING EXPERIENCE Appointed as a Director of Juasa Holdings Sdn Bhd ( Juasa ), a wholly-owned subsidiary of Utusan Melayu (Malaysia) Berhad ( Utusan ) on 26 March 2013, but began to lead Juasa s business operation on 15 February 2016, after the company s restructuring. Currently, he is also the General Manager of Corporate Services & Risk Management of Utusan since 1 January Joined Utusan in 2002 as the Assistant Manager of Risk Management and since then has held various positions in Utusan Group Prior to joining Utusan Group, he had served at Arab-Malaysian Merchant Bank (now known as AmInvestment Bank Bhd).

19 PROFILE OF THE KEY SENIOR MANAGEMENTS ROZITA YUSOFF Executive Director, Utusan Publications & Distributors Sdn Bhd 52 years of age Female Malaysian DATE OF APPOINTMENT 1 April 2015 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Bachelor of Commerce, Australian National University Certified Practising Accountants (CPA), Australian Society of CPAs Member of Malaysian Institute of Accountants (MIA) PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies - Nil WORKING EXPERIENCE Joined Utusan Melayu (Malaysia) Berhad on 4 September 1996 as the Senior Accountant and has held various position in Utusan Group. Prior to joining Utusan Group, she served as an Accountant at Business Focus Sdn Bhd in ZULKIFLI BASHARUDDIN Executive Director, Utusan Land Sdn Bhd 56 years of age Male Malaysian DATE OF APPOINTMENT 1 March 2013 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Diploma in Investment Analysis from The Research Institute of Investment Analysts Malaysia (collaboration with Royal Melbourne Institute of Technology) PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies - Nil WORKING EXPERIENCE Joined Utusan Melayu (Malaysia) Berhad ( Utusan ) on 1 November 1994 as the Senior Executive of Internal Audit and has held various position in Utusan. On 1 March 2013 he was seconded to Utusan Land Sdn Bhd, a wholly owned subsidiary of Utusan, as the Chief Executive Officer, the post that was later redesignated as Executive Director on 16 January Currently, he is also the Senior Manager, Property Services of Utusan since January Before joining Utusan, he began his career with Messrs Kassim & Chan Deloitte in 1989 and later served at Bursa Saham Kuala Lumpur in

20 PROFILE OF THE KEY SENIOR MANAGEMENTS ARFFIN NORDIN Executive Director, Utusan Karya Sdn Bhd 58 years of age Male Malaysian DATE OF APPOINTMENT 1 April 2016 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Sijil Tinggi Persekolahan Malaysia PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies - Nil WORKING EXPERIENCE Joined Utusan Melayu (Malaysia) Berhad ( Utusan ) on 1 June 1980 as a reporter and has held various positions in Utusan. His last position before being appointed as the Executive Director of Utusan Karya Sdn Bhd in 2016 was Assistant Editor 2, Utusan Malaysia. Currently, he is also the Chief Editor, Magazine in Utusan Karya Sdn Bhd. MOHAMED IZZAHAM IDRIS Executive Director, Utusan Technology Asia Sdn Bhd 51 years of age Male Malaysian 18 DATE OF APPOINTMENT 18 July 2017 ACADEMIC/PROFESIONAL QUALIFICATIONS(S) Master in Business Administration, Governors State University, Illinois, United States of America. Bachelor of Computer Science (minor in Business Administration), Northern Illinois University, Illinois, United States of America. PRESENT DIRECTORSHIP(S) Listed Entity Nil Other Public Companies - Nil WORKING EXPERIENCE Appointed as the Executive Director of Utusan Technology Asia Sdn Bhd, a wholly-owned subsidiary of Utusan Melayu (Malaysia) Berhad on 18 July Has over 27 years of experience in information technology and has served in several organizations before joining Utusan Group including as General Manager at Theta Edge Bhd from 2008 until April 2013.

21 PROFILE OF THE KEY SENIOR MANAGEMENTS Save as disclosed, the above Key Senior Management members have no family relationship with any Director and/or major shareholders of Utusan Melayu (Malaysia) Berhad ( Utusan ), have no conflict of interest with Utusan, have not been convicted of any offences within the past five (5) years and have not been imposed of any penalty by the relevant regulatory bodies during the financial year The disclosure on the particulars of the Key Senior Management of Utusan is made in compliance with the requirements under Appendix 9C of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. 19

22 MANAGEMENT AND HEADS OF DEPARTMENTS DATUK MOHD NOORDIN ABBAS Group Managing Director DATUK ABDUL AZIZ ISHAK Group Editor-In-Chief DATUK OTHMAN MOHAMAD Deputy Group Editor-In-Chief DATUK ZULKEFLI HAMZAH Editor Utusan Malaysia BADRUL AZHAR AB RAHMAN Editor Mingguan Malaysia DATO BAHAROM MAHUSIN Editor Kosmo! MOHD NAZLAN OSMAN General Manager, Human Resource MOHD BASIR ABDUL RAHIM Marketing Consultant AHMAD RAZIF MOHAMED General Manager, Corporate Services & Risk Management ABD WAHID IDRIS General Manager, Finance ROSMAN ZULKIFLI General Manager, Logistic JAMAL AHMED ALI WALI AHMAT General Manager, Corporate Communications AHMAD KHAIRUMUZAMIL ABD RAHMAN General Manager, Production General Manager, Special Projects at Group Managing Director s Office AZLAN NAIM ABDULLAH General Manager at Group Managing Director s Office AZHA ABU BAKAR Group Creative Director ZULKIFLI BASHARUDDIN Senior Manager, Property Services FARIDAH HASHIM Senior Manager, Group Internal Audit & Compliance FAISAL MOKHTAR Senior Manager, Procurement & Administration HANISAH HAMZAH Senior Manager, Legal & Secretarial NORIDZAN KAMAL Senior Manager, Information Centre SITI ROHAYA SYED HASSAN Senior Manager, Information Technology HAZURA AHMAD HALIL Manager, Brand Management AINOL AMRIZ ISMAIL Manager, Editorial Department 20

23 HEADS OF SUBSIDIARIES & FOUNDATION MOHD YAZID AHMAD Executive Director Utusan Media Sales Sdn Bhd & Karya Outdoor Sdn Bhd ROZITA YUSOFF Executive Director Utusan Publications & Distributors Sdn Bhd AHMAD RAZIF MOHAMED Director Juasa Holdings Sdn Bhd ARFFIN NORDIN Executive Director Utusan Karya Sdn Bhd MOHAMED IZZAHAM IDRIS Executive Director Utusan Technology Asia Sdn Bhd DATO DR. A GANESAN ARUMUGAM Executive Director Yayasan Kumpulan Utusan ZULKIFLI BASHARUDDIN Executive Director Utusan Land Sdn Bhd 21

24 CHAIRMAN S STATEMENT Dear Shareholders Last year 2017 was yet another challenging period for Utusan Melayu (Malaysia) Berhad and its subsidiaries ( Group ). The persistent economic uncertainties, prolonged weak consumer sentiments, lower advertising expenditure coupled with rapid technological and consumer habit changes continued to impact the operating environment of the media industry. The Malaysian economy, as measured by gross domestic product (GDP), grew 5.9% whilst the Consumer Price Index rose 3.5% and the overall advertising market deteriorated 9.3%. I am glad to report that the Group was able to register higher revenue and reduce its losses in 2017 against this backdrop of economic factors. For the year ended 31 December 2017, the Group s revenue increased by 7.7% to RM245.0 million from RM227.4 million a year ago. This translated into an improved loss after tax of RM7.5 million as compared to RM68.5 million loss in A detailed discussion on the financial performance of the Group is given in the Group Managing Director s Message And Management Discussion and Analysis Report on page 24 to

25 CHAIRMAN S STATEMENT UTUSAN MELAYU (MALAYSIA) BERHAD ANNUAL REPORT 2017 Our continuous efforts in strengthening our products have shown positive results. Mingguan Malaysia, our flagship newspaper maintained its lead as the highest circulated Bahasa Melayu print newspaper on Sunday for the fourth year running with average circulation of 257,502 copies per issue based on the latest report released by the Audit Bureau of Circulations Malaysia. Kosmo! also upheld its position as the number one Bahasa Melayu print daily with average circulation of 160,536 copies per issue whilst Utusan Malaysia remained resilient with average circulation of 115,830 copies per issue. Meanwhile, in the digital front, our digital newspaper recorded the highest number of subscribers amongst other Bahasa Melayu digital titles with 138,473 copies subscribed daily from Monday to Friday and 139,196 copies on Sunday. As mentioned in my report last year, the Group was awarded a contract by the Ministry of Education Malaysia to supply tablets to all Government teachers. This project has contributed significantly towards the increase of our digital newspaper subscription and also the branding of our e-learning product, Tutor Guru, which has been developed as a teaching tool for all teachers. As at the end of 2017, the Group has delivered tablets to teachers in Sarawak, Wilayah Persekutuan Kuala Lumpur, Selangor, Wilayah Persekutuan Putrajaya, Negeri Sembilan, Perak and Wilayah Persekutuan Labuan. Looking ahead, we expect the operating environment to remain challenging for the coming year. We will continue our efforts to manage cost aggressively in order to reduce losses. At the same time, we will strive for sustainability and growth by embarking on projects that will expand our revenue stream whilst strengthening the various platforms to meet the changing demands of our advertisers and consumers. Apart from commercial endeavour, the Group strives to be a good corporate citizen by promoting and increasing civic awareness among the public especially the younger generation. Various programs have been designed to educate the community, concentrating on primary school children. We believe that by targeting this generation, we will be able to create a more civil and caring society for the betterment of our country. IN APPRECIATION On behalf of the Board, I would also like to express my gratitude to all employees of the Group for their tremendous efforts and dedication in seeing the Group through such a challenging and competitive business environment. To our valued shareholders, readers, advertisers, business partners, unions, vendors and all other stakeholders, I would like to thank you for your continuous support, loyalty and confidence in the Group and its brands. To my fellow directors, thank you for your invaluable support, guidance and wise counsel throughout the year. Last but not least, I am confident that with the continued support of all our stakeholders, we can ride the challenges and strive for the long term sustainability and growth of the Group. TAN SRI MOHAMAD FATMI CHE SALLEH Non-Executive Chairman 23

26 GROUP MANAGING DIRECTOR S MESSAGE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT Utusan Melayu (Malaysia) Berhad and its subidiaries ( Utusan ) are primarily involved in the publishing, distribution and advertising businesses. Utusan has also embarked into other business segments including property and information technology. In 2017, total revenue generated from the publishing, distribution and advertising segment accounted for 86.5% of total revenue (2016 : 99.6%) BUSINESSES AND OPERATIONS Utusan Melayu (Malaysia) Berhad and its subidiaries ( Utusan ) are primarily involved in the publishing, distribution and advertising businesses. Utusan has also embarked into other business segments including property and information technology. In 2017, total revenue generated from the publishing, distribution and advertising segment accounted for 86.5% of total revenue (2016 : 99.6%) Four newspapers published by Utusan namely Utusan Malaysia, Mingguan Malaysia, Kosmo! and Kosmo! Ahad are still dominating the overall market of Malay language newspapers. In line with the significant shift of readers preference towards digital media, Utusan has enhanced its digital products such as e-paper and online TV. All magazines published by Utusan which include Wanita, URTV, Harmoni, Mastika and Saji are already available in digital forms. Utusan s newspapers and magazines are distributed nationwide from our printing plants in Selangor, Penang 24

27 GROUP MANAGING DIRECTOR S MESSAGE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT and Terengganu. We are obliged to make sure that all our products are delivered to the market in a timely manner. BUSINESS OBJECTIVES AND STRATEGIES As the main publisher that dominates the market for the Malay-based newspapers (Chart 1), Utusan will continue to play its role in championing various issues involving national sovereignty and diversity. We remain confident that the media industry will continue to be relevant. However, to move with time, Utusan is currently focusing more on the digital media. Various efforts have been undertaken to achieve this including investing in assets to enhance the digital operation and training the journalists to be better equipped so as to embrace Mobile Journalism. Copies per issue Jan 17 June 17 Jan 16 June 16 Variance (Copies) Variance (%) Utusan Malaysia 115, ,438 (28,608) (20) Kosmo! 160, ,022 (21,486) (12) Berita Harian 91,648 90, Harian Metro 133, ,253 (16,250) (11) Copies per issue Jan 17 June 17 Jan 16 June 16 Variance (Copies) Variance (%) Mingguan Malaysia 257, ,495 (55,993) (18) Kosmo! Ahad 171, ,116 (26,170) (13) BH Ahad 77,614 89,798 (12,184) (14) Metro Ahad 142, ,091 (19,296) (12) Audited Net Circulation of Newspapers in Malaysia, 2017H1 vs 2016H1 (Source: Audit Bureau of Circulations Malaysia) In order to increase advertising revenue, it is hoped that the restructuring of Utusan s advertisement division will be able to contain the continuous slide in advertising revenue. Based on the growing demand for advertisements on digital platforms, the marketing executives are now geared to offer more competitive packages of digital advertising. All magazines published by Utusan that are already available in digital forms will continue to be enhanced. Various discussions have been made and more aggressive efforts will be taken to ensure Utusan s magazines remain the preferred choices of the readers. Nevertheless, Utusan acknowledges that it can no longer rely only on the mediacentric business for continuity. As reported in the same report last financial year, we will continue the efforts to diversify into other business segments especially through collaboration with strategic partners. Through our subsidiary Utusan Publications & Distributors Sdn Bhd, Utusan will continue to pursue the text books publishing contracts from the Ministry of Education. With established track records and extensive experience, Utusan is able to support the Government s aspiration to have a world-class education system. Nevertheless, Utusan acknowledges that it can no longer rely only on the media-centric business for continuity. As reported in the same report last financial year, we will continue the efforts to diversify into other business segments especially through collaboration with strategic partners. FINANCIAL RESULTS Utusan s core businesses which are the newspaper publishing and advertising continued to face the impact of the rapid shift of readers interests from print media to digital and social media. The continuing decline in revenue from this segment is however cushioned by revenue from non-media related business such as property. For the financial year ended 31 December 2017, Utusan s after tax loss has reduced by RM61.0 million from RM68. 5 million in 2016 to RM7.5 million in the current financial year. The reduction of the loss is due to an increase in revenue by RM17.6 million coupled with operating cost savings of 25

28 GROUP MANAGING DIRECTOR S MESSAGE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT RM38.1 million. The higher revenue recorded was mainly due to the recognition of gain on disposal of land of RM32.4 million. However, revenue from the publishing, distribution and advertising segment has shrunk by RM14.6 million or 6.4%. Newspaper sales decreased by RM9.6 million or 10.1% whilst advertising sales dropped by RM32.1 million or 33% mainly due to the expiry of a marketing contract for commercial air time of RTM s radio and television channels on 31 December Raw material costs decreased by RM17.2 million due to various cost saving measures that have been implemented such as the reduction of daily print order for newspapers and newsprint grammage used. Staff costs have reduced by RM11.1 million after the cessation of operations of Utusan Airtime Sdn Bhd and the closure of the printing factory in Tebrau, Johor. Looking ahead, the Management and the Board of Directors take the sustainability aspects of the newspaper industry seriously, particularly its impact on Utusan s business continuity. Accepting the fact that the income from the core businesses may not be able to increase drastically, Utusan is focusing more on exploring new business opportunities. The Management and the Board of Directors believe that the technology-sharing extended by our strategic business partners will help Utusan to attract others to conduct business with Utusan. One new industry that has been identified is environmental engineering in which Utusan has acquired a stake in Asian Environmental Engineering Sdn Bhd. FINANCIAL POSITION AND CONDITION As at 31 December 2017, current assets of Utusan stood at RM117.2 million compared with RM116.2 million the previous year. Of this amount, RM83.8 million was trade and other receivables which has increased by RM17.5 million. This increase was mainly attributed to the computer tablet project for the Ministry of Education. Total cash and bank balances amounted to RM17.8 million as at the reporting date, which fell by RM15.1 million compared with that of the previous year. However, Utusan s current liabilities of RM235.1 million increased by RM76.5 million compared with RM158.6 million the previous year. This significant increase was related to deferred income arising from the digital newspapers supplied for the computer tablet project. As a result, Utusan was in the net current liabilities position of RM117.9 million as at 31 December However, this number is expected to reduce after all the expected income 26 Looking ahead, the Management and the Board of Directors take the sustainability aspects of the newspaper industry seriously, particularly its impact on Utusan s business continuity. Accepting the fact that the income from the core businesses may not be able to increase drastically, Utusan is focusing more on exploring new business opportunities. The Management and the Board of Directors believe that the technology-sharing extended by our strategic business partners will help Utusan to attract others to conduct business with Utusan. from the digital newspapers for the computer tablet project are recognized in the income statement. Total loans amounted to RM157.0 million compared with RM173.9 million as at the end of the previous year, a decrease of RM16.9 million due to repayments made as scheduled. Gearing ratio is still relatively high at 145% as against 136% recorded the previous year. REVIEW OF OPERATING ACTIVITIES Utusan continues to play an important role as the voice of all Malaysians by championing their rights and plights beyond racial boundaries. Utusan s products will continue to highlight various issues and/or stories concerning society, politics, culture and nationwide achievements. Aggressive changes are imperative as readers are demanding more timely news contents. Accordingly, Utusan further enhances its digital media platforms. Journalists are

29 GROUP MANAGING DIRECTOR S MESSAGE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT now equipped with the latest equipment such as Iphone mobile phones that enable them to send news in real time manner. As the advertisers are now focusing more on digital platforms, Utusan offers advertising packages that include not only newspapers and magazines, but also social media platforms such as Instagram and Facebook as well as Utusan s internet TV. Nevertheless, Utusan acknowledges the fact that potential growth of revenue generated from digital media is still very slow. With this in mind, the Management continues to look for new business opportunities that can generate sustainable income for Utusan. Utusan s involvement in the property sector has enabled us to record a gain on disposal of land of RM32.4 million in the financial year The Management is determined to continue with its operating costs reduction strategies. Operating costs decreased by RM38.1 million or 12% as a result of some cost cutting measures implemented during the year These include the reduction in print order and newsprint grammage used. A restructuring of logistics and newspaper delivery is also implemented to ensure an efficient logistic system in terms of timeliness and cost efficiency. Building bridges with communities The decline of newspaper industry does not prevent Utusan to continue to add value to loyal readers in particular and the society in general. This is practiced well beyond the boundaries of religion and state. One such noble effort is through Rohingya Fund, launched in collaboration with Tabung Haji, whereby food aid was handed over to Rohingya refugees in Cox s Bazaar, Bangladesh. In addition, Yayasan Kumpulan Utusan ( Yayasan ) visited the residents of Pusat Pemulihan Dalam Komuniti (PDK) Cahaya Kasih, Subang Jaya, Selangor as one of its initiatives to reach out to the disabled communities. Yayasan has also collaborated with the Department of Social Welfare, Subang Jaya to celebrate Aidilfitri with the less fortunate. Two hundred guests consisting of the disabled, the poor, senior citizens and single mothers from various races had been invited. Utusan continues to strengthen its role in supporting the efforts to improve the education system that is based on 21st Century Learning. In addition to the existing educational products such as Tutor and Utusan Pelajar, Utusan has also introduced a Tutor Guru application, which is part of the computer tablet package given by the Government to its teachers. This application is able to assist the teachers in the preparation of teaching framework in the classroom. To assist the Government to develop an excellent and glorious nation, various programmes have taken place during the reporting year. Forums such as Wacana Bahasa Melayu Wasiat ke-6 Raja-Raja Melayu, Forum Memperingati Sumbangan Tan Sri Just Faaland kepada Pembangunan Sosioekonomi Malaysia, Forum Jihad Memerangi Dadah and Program Inspirasiku TN50 & Masa Depan Generasi Muda Malaysia were jointly organized with Majlis Perundingan Melayu (MPM). Utusan plans to promote and increase civic awareness among the public, focusing mainly on the younger generation. Various programmes will be designed in the future to educate the community, concentrating particularly on primary school children in our effort to create a harmonious society. OUTLOOK AND PROSPECTS Utusan s biggest challenge is the continuing decline in revenue from its core media business. Newspaper circulation has stagnated at a level lower than previous years, advertising revenue continue to dwindle and digital media revenue growth continue to be insufficient to cover the losses from the declining revenue stream. To worsen the situation, Utusan s current cost structure is no longer able to support its business. It s staff cost has already ballooned to become almost 50% of total revenue. Utusan has secured the computer tablet project in This project is expected to be completed in Revenue from this project is expected to cushion the decline in media business. For the long run, efforts have been intensified to generate income from new business segments through strategic partnership with external parties with expertise. Approval for cost rationalisation especially involving staff cost has been obtained and implemented in stages according to financial capability, Insya-Allah, with the continued commitment and the spirit of camaraderie shown by the Management and staff alike, we will continue to take pride in steering this sacred institution towards a better future. DATUK MOHD NOORDIN ABBAS Group Managing Director 27

30 AUDIT COMMITTEE REPORT UTUSAN MELAYU (MALAYSIA) BERHAD ANNUAL REPORT MEMBERSHIP The Audit Committee ( the Committee ) comprises two (2) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director as follows: MOHD YUSOF ABU OTHMAN CHAIRMAN Independent Non-Executive Director TAN SRI DATUK SERI ISMAIL YUSOF Non-Independent Non-Executive Director DATUK SERI TENGKU SARIFFUDDIN TENGKU AHMAD Independent Non-Executive Director 2. MEETINGS AND ATTENDANCE A total of five (5) meetings were held during the financial year ended 31 December The details of the attendance of each Committee member are as follows: MEMBERS ATTENDANCE Mohd Yusof Abu Othman 5/5 Tan Sri Datuk Seri Ismail Yusof 4/5 Datuk Seri Tengku Sariffuddin Tengku Ahmad 5/5 3. COMPOSITION AND TERMS OF REFERENCE 3.1 Composition The members of the Committee shall be appointed by the Board of Directors of Utusan Melayu (Malaysia) Berhad ( the Board ) from amongst its directors which fulfills the following requirements: a. The Committee shall comprise not less than three (3) members, all of whom shall be Non-Executive Directors. The majority of the Committee members shall be Independent Directors. b. At least one (1) member of the Committee: i. must be a member of the Malaysian Institute of Accountants ( MIA ); or ii. if he is not a member of the MIA, he must have at least three (3) years working experience and: he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or he must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act iii. fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad. c. The members shall elect a Chairman from amongst them whom shall be an independent director. 3.2 Procedure Of Meetings a. Meetings shall be held not less than four (4) times a year. b. A quorum for the meeting shall be at least two (2) members and the majority present must be independent directors. c. The General Manager of Finance and the head of the Group Internal Audit shall normally attend the meetings to assist in deliberation and resolution of matters raised. d. At least twice a year, the Committee shall meet with the external auditors without the presence of the Management. e. The Company Secretary shall be appointed as the Secretary of the Committee. 28

31 AUDIT COMMITTEE REPORT UTUSAN MELAYU (MALAYSIA) BERHAD ANNUAL REPORT Rights The Committee is authorised by the Board of Directors to have the following rights: a. authority to investigate any activity within its terms of reference and the resources to do so. b. have full and unrestricted access to any information and documents pertaining to the Group. c. have direct communication channels with the external and internal auditors. d. obtain independent professional advice and to secure the attendance of outsiders with relevant experience and expertise as it considers necessary. e. convene meetings with the external and the internal auditors without the attendance of Management whenever deemed necessary. 3.4 Responsibilities and Duties The following is a summary of the main responsibilities and duties of the Committee and the same would be reviewed and reported to the Board: a. External Audit to discuss the audit plan and scope whilst evaluating the Group s system of risk management and internal controls with the external auditors. to review the audit reports and to discuss any issues arising from the statutory audits. to assess the performance of the external auditors and make recommendations to the Board on their appointment and removal. b. Financial Reporting to ensure that the financial report presents a true and fair view of the Group s financial position and performance in compliance with regulatory requirements. to review the quarterly results and year-end financial statements, before submission to the Board, focusing particularly on: - changes in or implementation of new accounting policies and practices; - significant or material adjustments with financial impact arising from the audit; - significant unusual events or exceptional activities; and - compliance with approved accounting standards and other legal and regulatory requirements. c. Internal Audit to review and approve the Group Internal Audit ( GIA ) Charter. to review the adequacy of the scope, functions, competency and resources of the GIA, and that it has the necessary authority to carry out its work. to review the internal audit plan and results of the internal audit process to ensure that appropriate and adequate remedial actions are taken by the Management on significant lapses in controls and procedures that are identified. to approve the appointment, replacement and dismissal of the Head of the GIA. d. Related Party Transactions to review any related party transactions and conflict of interests situation that may arise within the Company or Group and any other major transactions outside the normal course of business of the Company and Group. e. Other Matters to consider such other matters as the Committee considers appropriate or as authorised by the Board. 29