Contents Corporate >> pages 2 through 44 >> Financial >> pages 45 through 94 >> Others >> pages 95 through 102 >> Corporate Information 2 Corporate Structure 3 Profile of Directors 4 Financial Highlights 12 Chairman's Statement 16 Statement on Corporate Governance 24 Statement on Internal Control 30 Audit Committee Report 32 Listing Requirements Compliance Infomation 35 Corporate Development 37 Group Corporate Highlights 38 Financial Calendar 44 Financial Statements 45 Analysis of Shareholdings 95 Share Prices and Volume Traded 98 Properties 98 Corporate Directory 99 CSAM Service Centres Directory 100 Notice of Twenty-Eighth Annual General Meeting 101 Statement Accompanying Notice of Annual General Meeting 102 Form of Proxy CSA 1
Corporate Information BOARD OF DIRECTORS Y. Bhg. Prof. Tan Sri Dato Dr. Mohd Rashdan bin Haji Baba Chairman Y. Bhg. Tan Sri Dato Azizan bin Husain Vice Chairman Mr. Chuah Tai Eu Managing Director Mr. Allen Joseph Pathmarajah Mr. John Moo Kwee Chong Mr. Sunny Tan Swee Hock Y. Bhg. Datin Shahidah bte Abdul Majid Puan Normah bte Raja Nong Chik Mr. Michael William Brinsford Mr. Low Kong Boo Encik Mohamad Ariff bin Md Yusof Tengku Yunus Kamaruddin Encik Nik Ahmed Feizal-Din bin Dato Nik Mohd Sidek (Alternate to Datin Shahidah bte Abdul Majid) Mr. Peter Yong Kar Seng (Alternate to Puan Normah bte Raja Nong Chik) Mr. Samuel Timothy Hilbert (Alternate to Mr. Michael William Brinsford) AUDIT COMMITTEE Mr. Low Kong Boo Chairman, Independent Non-Executive Director Encik Mohamad Ariff bin Md Yusof Independent Non-Executive Director Mr. Allen Joseph Pathmarajah Non-Independent Non-Executive Director Tengku Yunus Kamaruddin Independent Non-Executive Director COMPANY SECRETARIES Ms. Aw May Fah (MIA 5501) Mr. Yeoh Chong Keat (MIA 2736) REGISTERED OFFICE No. 10A Jalan Bersatu 13/4, Section 13, 46200 Petaling Jaya, Selangor Darul Ehsan. Tel : (603) 7958 7878 Fax : (603) 7958 6888 AUDITORS Deloitte & Touche Level 19, Uptown 1, No. 1 Jalan SS21/58, Damansara Uptown, 47400 Petaling Jaya, Selangor Darul Ehsan. SHARE REGISTRARS PFA Registration Services Sdn. Bhd. Level 13, Uptown 1, No. 1, Jalan SS21/58, Damansara Uptown, 47400 Petaling Jaya, Selangor Darul Ehsan. Tel : (603) 7725 4888 Fax : (603) 7722 2311 PRINCIPAL BANKERS Citibank Berhad Malayan Banking Berhad RHB Bank Berhad STOCK EXCHANGE LISTING Main Board of Bursa Malaysia Securities Berhad Technology Sector CSA 2
Corporate Structure COMPUTER SYSTEMS ADVISERS (M) BERHAD Provides total systems integration solutions and professional services from consultancy, design, development, commissioning to support and maintenance of turnkey solutions. Provides customer support services comprising installation, field service and other engineering support activities for products which are marketed by the CSAM Group via its 23 service branches nationwide. Markets and supports a comprehensive range of computer hardware, software, peripherals and related products. Provides IT outsourcing, data centre services, call centre management, helpdesk and business continuity services. Provides infra-structure and network architectural development. Provides network management and security solutions and services comprising capacity planning, performance management, local area network assessment, wide area network design and architecture, firewall solutions. Provides electronic commerce and internet solutions and services. Provides application development and integration. Provides facilities management via out-tasking, operation continuity facilities and relocation services. Provides a complete range of personal and clientserver computing training courses covering PC to Unix courses. 100% CSA MSC Sdn. Bhd. Spearheads CSAM s involvement in the Multimedia Super Corridor development. Focuses on software design and research and development of innovative multimedia solutions for both client-server and web environments. 70% CSA Teknologi (M) Sdn. Bhd. Provision of information technology products and services, software applications and telecommunication equipment for the telecommunication industry. The company has ceased operation with effect from 1 April 2004. 57% Com-Line Systems Sdn. Bhd. Provides business critical solutions to medium and large-scale organizations. Delivers e-business and enterprise resource planning solutions. Provides turnkey solutions, support, application development and consultation. 57% Provides development of multimedia technology. 30% 20% Comline Dotcom Sdn. Bhd. Konsortium Multimedia Swasta Sdn. Bhd. Provides consultancy, implementation and support for the development of the Malaysian E-Government Services Portal. GMPC Corporation Sdn. Bhd. Provides consultancy, implementation and support for the development of the Malaysian Government s first multi-purpose smart card application. CSA 3
Profile of Directors Y. Bhg. Prof. Tan Sri Dato Dr. Mohd Rashdan bin Haji Baba, a Malaysian aged 68, was appointed a Non-Independent Non-Executive Chairman on 3 November 1995. He serves as the Chairman of the Remuneration Committee and Nomination Committee. Prof. Tan Sri Dato Dr. Mohd Rashdan graduated with a B.Sc. from the University of Reading (UK) and later obtained his Ph.D from the University of Leeds (UK). He completed the 83rd Advanced Management Program of Harvard University s Graduate School of Business Administration, USA. A prominent figure in Malaysia s academic circle, he was the founding Vice-Chancellor of Universiti Kebangsaan Malaysia in 1969 and Universiti Pertanian Malaysia in 1971. He served as the Executive Chairman of Kumpulan Guthrie Berhad from 1982 to 1987 and Telekom Malaysia Berhad from 1987 to 1995. He holds directorships in Arab-Malaysian Corporation Berhad, AMMB Holdings Berhad, AmBank Berhad, AmMerchant Bank Berhad, Unisem (M) and several private limited companies. Prof. Tan Sri Dato Dr. Mohd Rashdan is a shareholder of CSAM by virtue of his direct interest in the Company. He does not have any family relationship with any other Director and/or other major shareholder of the Company. Y. Bhg. Tan Sri Dato Azizan bin Husain, a Malaysian aged 60, was appointed an Independent Non-Executive Director on 26 December 2001. He was subsequently re-designated as an Independent Non-Executive Vice Chairman on 1 October 2002. He serves as a member of the Remuneration Committee. Tan Sri Dato Azizan holds a B.A. (Honours) and Diploma in Public Administration from the University of Malaya (UM) and a Post Graduate Diploma in Economics and Masters in Urban and Regional Planning from the University of Colorado, Boulder, United States of America. He began his career in the civil service as Assistant Secretary in the Ministry of Agriculture upon graduation from UM in 1967. He served as Assistant Secretary with Centre for Development Studies and Economic Planning Unit in Prime Minister s Department, Director of Economic Planning Unit, Sabah and later as Sabah State Director of Development. He had also served as Deputy Secretary-General with Ministry of Land and Regional Development, Deputy Director- General (Sectoral) Economic Planning Unit with Prime Minister s Department, Director with Public Sector Companies Monitoring Division in Ministry of Finance, Deputy Secretary-General (Operation) with Ministry of Finance. He retired from Government Service on 28 February 1999 after serving as Secretary-General, Ministry of Defence. He currently holds directorships in Fiamma Holdings Berhad, TT Resources Berhad, Oriental Food Industries Holdings Berhad, Affin-ACF Holdings Berhad and several private limited companies. Tan Sri Dato Azizan is not a shareholder of CSAM and does not have any family relationship with any other Director and/or other major shareholder of the Company. CSA 4
Mr. Chuah Tai Eu, a Malaysian aged 52, was appointed to the Board on 5 April 1991. He is the Managing Director of CSAM and serves as a member of the Executive Committee and Option Committee. Mr. Chuah holds a Diploma in Electronic Engineering from Ngee Ann Technical College, Singapore. He has completed the General Management Program from the School of Management, University of Singapore, and the Senior Management Development Program of the Harvard Business School. Joining the Company as one of its pioneer members in 1975, Mr Chuah has more than 29 years experience in the IT industry. He started his IT career as a Customer Engineer, and has served in various capacities and management positions, from Engineering and Customer Service through to Technical, Marketing and Sales. He holds directorships in several companies within the CSAM Group. Mr. Chuah is a shareholder of CSAM by virtue of his direct interest in the Company. He does not have any family relationship with any other Director and/or other major shareholder of the Company. Y. Bhg. Datin Shahidah bte Abdul Majid, a Malaysian aged 59, was appointed a Non-Independent Non-Executive Director on 6 November 1995. She was subsequently re-designated as an Independent Non-Executive Director on 19 May 2003. She serves as a member of the Nomination Committee. Datin Shahidah holds a B.A. (Honours) in Economics from the University of Malaya and a Masters in Public Policies and Administration from the University of Wisconsin, USA. She was with the Malaysian Industrial Development Authority (MIDA) for 27 years and her last post was the Director of the Planning, Research and International Cooperation Division. She then joined Arab-Malaysian Development Berhad (AMDB) as the General Manager of the Corporate and Special Functions Division, a position she held until 1998. Datin Shahidah holds directorships in several private limited companies. Datin Shahidah is not a shareholder of CSAM and does not have any family relationship with any other Director and/or other major shareholder of the Company save for being the mother of Encik Nik Ahmed Feizal who is her alternate director. CSA 5
Profile of Directors Puan Normah bte Raja Nong Chik, a Malaysian aged 40, was appointed a Non-Independent Non-Executive Director on 17 June 1996. On her graduation with a Double Degree in Business Administration (Finance and Management) from the United Kingdom, she joined Sakura Finance International Ltd., United Kingdom where her specific responsibilities were in debt syndication. She returned to Malaysia in 1993 to take up responsibility in her family business. Puan Normah holds directorships in several private limited companies. Puan Normah is a substantial shareholder of CSAM by virtue of her direct and indirect interests in the Company. She does not have any family relationship with any other Director and/or other major shareholder of the Company save for being the spouse of Mr. Peter Yong Kar Seng who is her alternate director. Mr. Low Kong Boo, a Malaysian aged 65, was appointed an Independent Non-Executive Director on 12 March 1997. He serves as the Chairman of the Audit Committee and a member of the Nomination Committee. A B.Sc. (Physics) graduate from the University of Malaya, Mr. Low joined IBM Malaysia in 1966 as a trainee. He has experience in sales and marketing in various industries including the public and private sectors. In June 1984, he was appointed the General Manager of IBM Malaysia, a post he held until his promotion to Managing Director, IBM Singapore Pte. Ltd. in 1993. Three years later, he was appointed as the Director of Market Management in IBM ASEAN/SA, his last position prior to retirement in 1997. Mr. Low is not a shareholder of CSAM and he does not have any family relationship with any other Director and/or other major shareholder of the Company. CSA 6
Encik Mohamad Ariff bin Md Yusof, a Malaysian aged 55, was appointed an Independent Non-Executive Director on 7 October 1998. He serves as a member of the Audit Committee and Nomination Committee. Encik Ariff obtained his LLB (Hons) and LLM from the London School of Economics, before further attaining his Barrister-at-Law from Lincoln s Inn. Between 1974 to 1985, he was attached to the University of Malaya s Law Faculty as a Lecturer and Associate Professor. In 1986, he joined Messrs. Joseph Tan & Tang, before being admitted as a partner of Messrs. Cheang & Ariff. He was also a director of Market Supervision for the Securities Commission from 1993 to 1995. Encik Ariff holds directorships in several private limited companies. Encik Ariff is not a shareholder of CSAM and does not have any family relationship with any other Director and/or other major shareholder of the Company. Tengku Yunus Kamaruddin, a Malaysian aged 63, was appointed an Independent Non-Executive Director on 3 September 2001. He serves as a member of the Audit Committee and Option Committee. Tengku Yunus Kamaruddin is a Fellow of the Institute of Chartered Accountants, England and Wales and graduated with a Bachelor of Arts (Honours) degree in Economics from the University of Wales, United Kingdom in 1966. He is also a member of the Malaysian Association of Certified Public Accountants and the Malaysian Institute of Accountants. Before his retirement in early 1996, he was an audit partner of Price Waterhouse Malaysia since 1982. He was appointed by Bank Negara Malaysia to the board of Bank Bumiputra Malaysia Berhad and its subsidiaries, namely Bumiputra Merchant Bankers Berhad and BBMB Kewangan Berhad from 1985 to 1990. He is currently a director of Rohas-Euco Industries Berhad, Keck Seng (Malaysia) Berhad, Aluminium Company of Malaysia Berhad and several private limited companies. Tengku Yunus Kamaruddin is not a shareholder of CSAM and does not have any family relationship with any other Director and/or other major shareholder of the Company. CSA 7
Profile of Directors Mr. Allen Joseph Pathmarajah, a Singaporean aged 66, was appointed a Non-Independent Non-Executive Director on 30 June 1976. He serves as a member of the Audit Committee and Remuneration Committee. Mr. Pathmarajah is a Fellow of the Institute of Chartered Accountants, England and Wales, and Fellow of the Marketing Institute of Singapore. He was appointed the Chairman of CSA Holdings Ltd. in 1979, and he is also the Executive Chairman of AJP Advisers Pte. Ltd. and Business Thinking Systems (Singapore) Pte. Ltd. Mr. Pathmarajah was with the Oversea-Chinese Banking Corporation (OCBC) Group for over 22 years, initially as the Executive Director of Specialists Services (Pte) Ltd, the management consultancy arm of the OCBC Group, and concurrently, the Special Assistant to the Group Chairman for over 10 years. Thereafter he was the General Manager and subsequently the Managing Director of Great Eastern Life Assurance Co. Ltd. for over 12 years. Besides directorships in other companies, Mr. Pathmarajah is a member of several committees including Income Tax Board of Review, Singapore. Mr. Pathmarajah is not a shareholder of CSAM and does not have any family relationship with any other Director and/or other major shareholder of the Company. Mr. John Moo Kwee Chong, a Singaporean aged 64, was appointed a Non-Independent Non-Executive Director on 30 June 1976. He serves as a member of the Executive Committee. A Bachelor of Electronic Engineering (Honours) graduate from Melbourne University, Australia, Mr. Moo has over 41 years experience in the IT industry. He retired as the Group Managing Director of CSA Holdings Ltd. (CSAH) on 31 March 2002 but continues to hold directorships in CSAH and various companies within CSAH Group. Mr. Moo was awarded the Public Service Star in 1990 for his contributions to the IT industry by the Singapore Government. This was followed by his induction into the Singapore Computer Society s Hall of Fame in 1998. In addition to the Honorary Chairmanship of the Advisory Council of the School of Computing, National University of Singapore, and Governor of the International Council for Computer Communications, Mr. Moo is a member of the National Internet Advisory Committee. Mr. Moo is not a shareholder of CSAM and does not have any family relationship with any other Director and/or other major shareholder of the Company. CSA 8
Mr. Sunny Tan Swee Hock, a Singaporean aged 60, was appointed a Non-Independent Non- Executive Director on 22 December 1987. He serves as the Chairman of the Executive Committee and a member of the Remuneration Committee, Nomination Committee and Option Committee. He has a Diploma in Management Studies from the University of Chicago s Graduate School of Business, and is a Senior Member of the Singapore Computer Society and a member of the British Computer Society. Mr. Tan has 37 years experience in the IT industry and was responsible for starting up the Malaysian operations in 1971 when he set up the Malaysia branch office for Computer Systems Advisers Limited (Hong Kong), where he remained until 1974. He was the Group Managing Director (Operations) of CSA Holdings Ltd. (CSAH) and was subsequently promoted as the Group Managing Director on 1 April 2002. He sits on the Board of CSAH s subsidiaries and associates in Malaysia, Singapore, Hong Kong and Indonesia. Mr. Tan is a shareholder of CSAM by virtue of his direct interest in the Company. He does not have any family relationship with any other Director and/or other major shareholder of the Company. Mr. Michael William Brinsford, a British aged 54, was appointed a Non-Independent Non-Executive Director on 18 June 2001. He is a Fellow of the Institute of Management Accountants with more than 30 years experience in the IT industry. Mr. Brinsford became the President of CSC Asia Group in May 2001. Prior to that he was the President, CSC Financial Services Group in Asia Pacific from October 2000 to May 2001 and before that he was the President, Strategic Development and the President, Europe for CSC Financial Services Group. He joined CSC in 1996 when CSC acquired the Continuum Company in which he was the Senior Vice President, Europe for Continuum. His previous employment included senior roles in the ICOT Corporation and Raytheon. Mr. Brinsford holds directorships in CSA Holdings Ltd and companies within CSC/CSAH Group. Mr. Brinsford is deemed a shareholder of CSAM by virtue of his direct interest in the ultimate holding company. He does not have any family relationship with any other Director and/or other major shareholder of the Company. CSA 9
Profile of Directors Encik Nik Ahmed Feizal-Din bin Dato Nik Mohd Sidek, a Malaysian aged 36, was appointed the Alternate Director to Datin Shahidah bte Abdul Majid on 5 March 1999. Encik Nik Ahmed Feizal holds a Bachelor of Finance from the California State University, Sacramento, USA, and started his career with Advent International in San Francisco, USA, in 1992. Upon his return to Malaysia in 1993, he joined Arab-Malaysian Securities Sdn. Bhd. as an Assistant Manager (Institutional Dealing). In 1996, he joined Seagroatt & Campbell Sdn. Bhd. as a Manager (Institutional Dealing). He is currently the Manager, Institutional Sales of K & N Kenanga Berhad. He holds directorship in a private limited company. Encik Nik Ahmed Feizal is not a shareholder of CSAM and he does not have any family relationship with any other Director and/or other major shareholder of the Company save for being the son of Datin Shahidah. Mr. Peter Yong Kar Seng, a Singaporean aged 39, was appointed the Alternate Director to Puan Normah bte Raja Nong Chik on 17 June 1996. He serves as the Chairman of the Option Committee and a member of the Executive Committee. Mr. Yong graduated with a Double Major in Economics and Accounting from the University of Reading, United Kingdom. From 1992 to 1994, he was the Vice President for Corporate Finance with Nikko Merchant Bank, Singapore, with responsibility in debt and equity financing for clients within South-East Asia and the Indian sub-continent. Subsequently, he joined Quest Securities Ltd., Hong Kong, where he continued his involvement in Corporate Finance until his resignation in 1995. He holds directorships in several private limited companies. Mr Yong is a shareholder of CSAM by virtue of his direct interest in the Company. He does not have any family relationship with any other Director and/or other major shareholder of the Company save for being the spouse of Puan Normah. CSA 10
Mr Samuel Timothy Hilbert, an American aged 47, was appointed the Alternate Director to Mr. Michael William Brinsford on 7 February 2002. Mr Hilbert began his career working in various finance positions in the energy industry for 10 years. In 1996, he joined CSC following the acquisition of The Continuum Company where he had worked for 6 years and served as Corporate Controller in the Austin, Texas headquarters. He further served for 4 years as the Vice President of Finance for the Asia Pacific region of CSC s Financial Services Group based in Sydney. Mr Hilbert was subsequently appointed as the Vice President of Finance for the CSC Asia in September, 2001. He is currently the Vice President, Financial Services of CSC Asia since 13 October 2003. He holds directorships in CSA Holdings Ltd. and companies within CSC/CSAH Group. Mr. Hilbert is deemed a shareholder of CSAM by virtue of his direct interest in the ultimate holding company. He does not have any family relationship with any other Director and/or other major shareholder of the Company. Notes 1. All the above Directors do not have any conflict of interest with the Company and have not been convicted of any offence past ten years. 2. The details of Directors attendances at Board meetings are set out in the Statement on Corporate Governance on page 27. CSA 11