/ malaysian airline system berhad annual report 2013 / 43rd Annual General Meeting Malaysian Airline System Berhad Venue Auditorium, 1st Floor, South Wing MAS Academy, No. 2 Jalan SS7/13 Kelana Jaya, 47301 Petaling Jaya Selangor Darul Ehsan Malaysia When Wednesday, 25 June 2014, 10.00 am Vision To be the Preferred Premier Carrier Mission Our Journey towards making this Vision a reality requires us to: / Put our People first and be the Employer of Choice / Anticipate, consistently deliver and exceed customer expectations / Build on our recognised personalised and sincere 'Malaysian Hospitality' service / Innovate to make travel and doing business with us hassle-free / Sustainable value creation for our shareholders Contents 2 Corporate Information 3 Group Corporate Structure 4 Statement by Chairman 5 Five Years Statistical Review of the Group 6 Performance Highlights 7 Revenue and Expenditure 8 Analysis of Airline Operations 9 Operations Review by Group Chief Executive Officer / Commercial / Operations / Engineering & Maintenance / Customer Services / Fleet Status / MASkargo / Firefly / MASwings 17 Corporate Responsibility / Safety / At the Workplace / Care for the Environment / For the Community 24 Route Network 26 Directors’ Profiles 31 Senior Management 32 Board of Directors’ Meetings 33 Statement on Corporate Governance 39 Statement on Risk Management and Internal Control 44 Audit Committee Report 48 Additional Compliance Information 51 Financial Reports 152 List of Company Properties 155 Analysis of Shareholdings 162 Corporate Directory 164 Notice of Annual General Meeting 166 Statement Accompanying the Notice of Annual General Meeting / Form of Proxy / Corporate Information / BOARD OF DIRECTORS COmpAny SECRETARy REgISTRAR Tan Sri Md Nor bin Md Yusof Rizani bin Hassan Symphony Share Registrars Sdn. Bhd. (378993-D) Chairman (LS 0009520) Level 6, Symphony House Non-Independent Non-Executive Director Pusat Dagangan Dana 1 Jalan PJU 1A/46 Ahmad Jauhari bin Yahya REgISTERED OFFICE 47301 Petaling Jaya Managing Director/Group Chief Executive Officer 3rd Floor, Administration Building 1 Selangor Darul Ehsan Non-Independent Executive Director MAS Complex A Malaysia Sultan Abdul Aziz Shah Airport Tel : +603 7841 8000 David Lau Nai Pek 47200 Subang Fax : +603 7841 8151 Senior Independent Non-Executive Director Selangor Darul Ehsan Malaysia Tan Sri Dr. Mohd Irwan Serigar bin Abdullah Tel : +603 7863 4550 STOCk ExChAngE lISTIng Non-Independent Non-Executive Director Fax : +603 7846 3932 Main Market Bursa Malaysia Securities Berhad Tan Sri Krishnan Tan Boon Seng Listed since 16 December 1985 Independent Non-Executive Director WEBSITE Sector: Trading & Services www.malaysiaairlines.com Stock Code: 3786 Tan Sri Datuk Amar Haji Mohamad Morshidi bin Abdul Ghani Independent Non-Executive Director InVESTOR RElATIOnS pRInCIpAl BAnkERS [email protected] Citibank Berhad Tan Sri Sukarti bin Wakiman Malayan Banking Berhad Independent Non-Executive Director CIMB Bank Berhad AuDITORS RHB Bank Berhad Dr. Mohamadon bin Abdullah Ernst & Young (AF 0039) Independent Non-Executive Director Chartered Accountants Level 23A, Menara Milenium Mohd Shahazwan bin Mohd Harris Jalan Damanlela Non-Independent Non-Executive Director Pusat Bandar Damansara 50490 Kuala Lumpur Eshah binti Meor Suleiman Malaysia Alternate Director to Tel : +603 7495 8000 Tan Sri Dr. Mohd Irwan Serigar bin Abdullah Fax : +603 2095 9076 / Financial Calendar / DATE / EVEnTS 28 February 2013 / Announcement of 2012 Fourth Quarter & Full Year 2012 Financial Results 5 march 2013 / Extraordinary General Meeting 14 may 2013 / 42nd Annual General Meeting 29 may 2013 / Announcement of 2013 First Quarter Financial Results 20 August 2013 / Announcement of 2013 Second Quarter Financial Results 18 november 2013 / Announcement of 2013 Third Quarter Financial Results 18 February 2014 / Announcement of 2013 Fourth Quarter & Full Year 2013 Financial Results 2 Malaysian Airline System Berhad (10601-W) / Annual Report 2013 / Group Corporate Structure / mAlAySIAn AIRlInE SySTEm BERhAD (10601-W) Abacus Distribution Systems (Malaysia) Sdn. Bhd. Kelip-Kelip II Labuan Limited 80% 100% (180535-T) (LL07075) MAS Aero Services Sdn. Bhd. (277266-X) Kelip-Kelip II Cayman Limited 51% 100% (formerly known as Aerokleen Services Sdn. Bhd.) (WK-225671) FlyFirefly Sdn. Bhd.* Kelip-Kelip III Labuan Limited 100% 100% (346606-K) (LL07638) MASkargo Logistics Sdn. Bhd. Malaysia Airlines Capital II (L) Limited 100% 100% (68121-P) (LL07894) Malaysia Airlines Capital (L) Limited Malaysia Airlines Capital III (L) Limited 100% 100% (LL01132) (LL07927) MASkargo Sdn. Bhd. MH Loyalty Programme Sdn. Bhd. 100% 100% (318815-M) (951320-T) MAS Academy Sdn. Bhd. Delima Insurance (Labuan) Ltd 100% 100% (317184-W) (LL08535) MAS Awana Services Sdn. Bhd. Malaysia Airlines Capital IV (L) Limited 60% 100% (372384-D) (LL08669) MAS Golden Boutiques Sdn. Bhd. Malaysia Airlines Capital IV Cayman Limited 100% 100% (317182-T) (WK-265139) MAS Golden Holidays Sdn. Bhd. Malaysia Airlines A330 Capital Labuan Limited 100% 100% (317144-A) (LL09020) MASwings Sdn. Bhd. Malaysia Airlines Capital V Cayman Limited 100% 100% (773841-A) (WK-275500) MAS Aerotechnologies Sdn. Bhd. Malaysia Airlines B738 Capital Labuan Limited 100% 100% (317185-K) (LL09767) Malaysian Aerospace Engineering Sdn. Bhd. Malaysia Airlines B738 II Capital Labuan Limited 100% 100% (775412-D) #Ψ (LL09857) Macnet CCN (M) Sdn. Bhd. MAS B738 EXIM (L) Limited 100% 100% (318626-W) under Members Voluntarily Winding Up (LL10575) Kelip-Kelip Labuan Limited 100% (LL06736) ASSOCIATE COmpAnIES GE Engine Services Malaysia Sdn. Bhd. Brahim’s Airline Catering Sdn. Bhd. 30% 30% (423679-X) (317281-X) Hamilton Sundstrand Customer Support Centre (M) Pan Asia Pacific Aviation Services Limited 49% 23.53% Sdn. Bhd. (301833-D) (470740) Honeywell Aerospace Services (M) Sdn. Bhd. Taj Madras Flight Kitchen Limited 30% 20% (465037-M) under Members Voluntarily Winding Up (30706 State Code 18) * FlyFirefly Sdn. Bhd. (346606-K) owns 100% equity in FlyFirefly Holiday Sdn. Bhd. (780113-P) # MAS GMR Aerospace Engineering Company Private Limited (U45201KA2008PTC045463) is jointly-controlled entity of Malaysian Aerospace Engineering Sdn. Bhd. (775412-D) Ψ Malaysian Aerospace Engineering Sdn. Bhd. (775412-D) owns 100% equity in MAE Aero Services Pte. Ltd. (201100826N) Malaysian Airline System Berhad (10601-W) / Annual Report 2013 3 / Statement by Chairman / Dear Shareholders, As I write this letter, the disappearance of Malaysia Airlines flight The overall result was a RM1.174 billion Net Loss for the 12 months MH370 has still not been resolved. It has been many weeks since ended 31 December 2013. MH370 departed Kuala Lumpur on route for Beijing in the early hours of Saturday, 8 March 2014. The Boeing 777 carried 227 passengers The business environment of 2013 was indeed tough. Throughout and 12 crew members. Of the total 239 souls on board MH370, there the year, your Board played an active role to work closely with were 14 nationalities, between the ages of 2 to 79 years. Despite a the Management team, to monitor performance, understand the massive search involving 26 nations, both neighbours from near and challenges, and rework the overall strategy to steer through the friends from far, over land and sea, we have still not been successful in turbulence. locating the aircraft which we now know ended its journey in a remote area in the southern Indian Ocean. The final numbers of 2013 is a Loss; however we made important strides for the long-term sustainability of this Group. This would not have The disappearance of MH370 is unprecedented. Never before in 100 been possible if not for the strong support from the various internal years of commercial aviation history has an aircraft vanished, with little and external stakeholders, and the strong commitment to weather trace, for this length of time. It is baffling. the operating environment changes and focus on implementation of the Business Plan for long-term success. Our thoughts and prayers go out to the families and friends of all 239 passengers and crew on board, with the hope that we will find These efforts included the corporate restructuring and Rights Issue answers and closure to the mystery of flight MH370 soonest. - crucial steps to take in order to preserve the economic value of Malaysia Airlines and set the stage for your Company to maintain Whilst MH370 remains very much on our minds, we are mindful of relevance in a growing, overcrowded market. The potential to grow our responsibility to our Shareholders. On behalf of the Board of and succeed exists. Malaysia Airlines operates within the growth Directors, I would like to say Thank You to Shareholders for your centre of aviation for the next 20 years. With an established track continued support of Malaysia Airlines over the course of the 2013 record of 41 years, and strong brand equity, we have an opportunity financial year. to succeed. And we must take it. After showing an improvement in performance in 2012, the team There is still much more work ahead of us to turnaround Malaysia continued the momentum in 2013 to turnaround the Company. Traffic Airlines. Given the performance of the team in 2013, I am confident increased 27%, outpacing a 17% increase in Capacity. We saw record that your Board and Management will face up to the challenges head high Seat Loads, and maintained a higher than average Seat Load on. compared to other airlines. Again, we seek your support. We value greatly your investment in Indeed many initiatives were implemented to drive revenue; many Malaysia Airlines, and know full well our responsibility to build value others were focused on better managing costs including continued for that investment. A win for Shareholders is a win for our team’s high fuel costs as well as enhancing productivity. Our increase in effort. capacity was achieved with virtually the same resources as in 2012. There were also costs incurred in 2013 but the benefit will accrue in Armed with that motivation, your Board and Management will future years including maintenance cost to return our ageing fleet and continue to persevere. the investment to strengthen our brand position. I thank Shareholders for your support. Externally, much more was happening. Competition intensified further in 2013, with overcapacity commonplace from established full service carriers, growing low cost carriers and from new entrants - hybrid carriers. While the customer benefits with more choice, it also means a drop in yield for the airlines. Nevertheless, for Malaysia Airlines, our pricing strategy was implemented with a view to maintain market share and to position ourselves for future growth. Tan Sri md nor yusof Forex movement also impacted our Group in 2013. With some 60% of Chairman our costs in US Dollars, the weakening of the Ringgit certainly had an Malaysia Airlines impact on our cost base. The swing to the negative of the unrealised June 2014 forex in 2013 also has a significant adverse impact to our results. 4 Malaysian Airline System Berhad (10601-W) / Annual Report 2013 / Five Years Statistical Review of the Group / 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 2013 2012 2011 2010 2009 / FInAnCIAl Total Revenue RM’000 15,121,204 13,756,411 13,901,421 13,585,559 11,605,511 Total Expenditure RM’000 (16,314,775) (14,162,738) (16,485,693) (13,485,355) (12,288,452) Taxation RM’000 (16,051) (5,937) (8,441) (44,690) 31,116 (Loss)/Profit after Tax RM’000 (1,168,839) (430,738) (2,521,325) 237,346 522,948 Shareholders’ Funds RM’000 4,033,923 2,123,144 1,042,508 3,524,166 699,693 (Loss)/Profit as a % of Revenue % (7.7) (3.1) (18.1) 1.7 4.5 Return on Shareholders’ Fund % (29.0) (20.3) (241.9) 6.7 74.7 (Loss)/Earnings Per Share sen (8.7) (6.1) (75.5) 7.2 25.3 Net Tangible Assets Per Share RM 0.2 0.6 0.3 1.0 0.4 / pRODuCTIOn Network Size KM 302,884 359,632 372,966 418,866 366,908 Time Flown Hours 461,912 404,509 427,024 386,853 355,641 Distance Flown ‘000 KM 264,979 244,769 261,209 237,618 219,961 Available Capacity ‘000 TKM 8,214,384 7,292,377 7,872,485 7,893,689 7,366,845 Available Passenger Capacity ‘000 Seat KM 59,931,781 51,223,973 55,873,707 50,817,898 48,761,794 / TRAFFIC Passenger Carried ‘000 20,733 16,651 17,046 15,708 13,870 Passenger Carried ‘000 Pax KM 48,323,213 38,144,029 41,645,340 38,652,874 33,455,303 Passenger Load Factor % 80.6 74.5 74.5 76.1 68.6 Cargo Carried ‘000 TKM 1,936,066 1,889,058 2,063,255 2,441,254 2,065,120 Mail Carried ‘000 TKM 69,305 8,739 8,908 8,406 7,674 Overall Load Carried ‘000 TKM 6,299,988 5,312,774 5,945,441 5,949,090 5,110,924 Overall Load Factor % 76.7 72.9 75.5 75.4 69.4 / STAFF Employee Strength 19,577 19,406 20,477 20,000 19,147 Revenue Per Employee RM’000 772 709 679 679 606 Available Capacity Per Employee TKM 419,594 375,781 384,456 394,684 384,752 Load Carried Per Employee TKM 321,806 273,771 290,345 297,455 266,931 * As per audited Financial Statements for the financial year under review Malaysian Airline System Berhad (10601-W) / Annual Report 2013 5 / Performance Highlights / 31-Dec 31-Dec Change 2013 2012 % / gROup Financial Total Revenue RM’mil 15,121.2 13,756.4 9.9 Total Expenditure RM’mil (16,314.8) (14,162.7) 15.2 Loss after Tax RM’mil (1,168.8) (430.7) 171.4 Shareholders’ Funds RM’mil 4,033.9 2,123.1 90.0 Loss Per Share Sen (8.7) (12.9) 42.6 Dividend Per Share Sen - - - Cash Flow Per Share RM (0.1) (0.1) (43.6) Operating Statistics Available Tonne Kilometres Million 8,214.4 7,292.4 12.6 Load Tonne Kilometres Million 6,300.0 5,312.8 18.6 Overall Load Factor % 76.7 72.9 3.8 Available Seat Kilometres Million 59,931.8 51,224.0 17.0 Passenger Kilometres Flown Million 48,323.2 38,144.0 26.7 Passenger Load Factor % 80.6 74.5 6.1 Staff and productivity Employee Strength 19,577 19,406 0.9 Available Tonne Kilometres Per Employee 419,594 375,781 11.7 Load Tonne Kilometres Per Employee 321,806 273,771 17.5 / COmpAny Operating Statistics Available Tonne Kilometres Million 6,989.5 6,157.6 13.5 Load Tonne Kilometres Million 5,485.7 4,548.4 20.6 Overall Load Factor % 78.5 73.9 4.6 Available Seat Kilometres Million 58,381.4 49,741.6 17.4 Passenger Kilometres Flown Million 47,286.2 37,169.6 27.2 Passenger Load Factor % 81.0 74.7 6.3 Aircraft Utilisation (Average) Hours Per Day 12.6 10.0 25.6 Staff and productivity Employee Strength 16,246 16,123 0.8 Available Tonne Kilometres Per Employee 430,229 381,914 12.7 Load Tonne Kilometres Per Employee 337,665 282,106 19.7 6 Malaysian Airline System Berhad (10601-W) / Annual Report 2013 / Revenue and Expenditure / / REVEnuE COmpOSITIOn group (RM Million) 31 December 2013 31 December 2012 11,663.5 Passenger Revenue 10,573.1 1,661.9 Cargo Revenue 1,681.4 256.9 Airport Services 212.6 250.4 Charters Services 267.7 715.5 Others 551.8 Company (RM Million) 11,064.3 Passenger Revenue 9,962.3 875.2 Cargo Revenue 896.8 254.3 Airport Services 207.7 205.0 Charters Services 228.9 718.2 Others 634.7 / ExpEnDITuRE COmpOSITIOn group (RM Million) 31 December 2013 31 December 2012 5,869.7 Fuel and Oil 5,327.7 2,327.3 Staff Costs 2,515.6 Handling and 2,011.1 Landing Costs 1,580.8 Hire of Aircraft and 1,347.5 Equipment 1,515.8 Aircraft maintenance 1,145.2 and overhaul 975.9 Selling and 1,020.7 marketing 709.6 858.6 Depreciation 545.4 436.6 Finance Charges 235.3 1,298.1 Others 756.6 Company (RM Million) 5,291.8 Fuel and Oil 4,765.1 1,977.1 Staff Costs 2,194.2 Handling and 1,867.1 Landing Costs 1,464.9 Hire of Aircraft and 1,273.5 Equipment 1,459.7 Aircraft maintenance 1,184.5 and overhaul 994.2 Selling and 980.9 Marketing 664.3 783.5 Depreciation 464.8 408.5 Finance Charges 205.6 1,232.3 Others 696.4 Malaysian Airline System Berhad (10601-W) / Annual Report 2013 7 / Analysis of Airline Operations / (including Freighter) By Geographical Route Region 31-Dec 31-Dec Change 2013 2012 % Route Revenue (Rm million) Malaysia 1,906.7 2,015.2 (5.4) Asia 2,001.3 1,576.7 26.9 Europe and Middle East 2,286.6 1,962.8 16.5 Australia and New Zealand 1,514.5 1,517.3 (0.2) Africa and South America - 18.1 (100.0) Orient and North America 1,690.3 1,635.0 3.4 9,399.4 8,725.1 7.7 passenger load Factor (%) Malaysia 75.9 71.9 4.0 Asia 77.4 73.1 4.3 Europe and Middle East 84.2 80.7 3.5 Australia and New Zealand 82.7 73.9 8.8 Africa and South America - 62.5 (62.5) Orient and North America 80.2 70.4 9.8 80.6 74.5 6.1 Overall load Factor (%) Malaysia 68.0 66.2 1.8 Asia 72.6 70.9 1.7 Europe and Middle East 83.5 78.3 5.2 Australia and New Zealand 78.4 73.0 5.4 Africa and South America - 54.8 (54.8) Orient and North America 79.4 72.6 6.8 76.7 72.9 3.8 / ROuTE REVEnuE 3 2 1 / 20.2% Malaysia 3 1 / 23.0% Malaysia 2 / 2 1.3% Asia 2 2 / 18.1% Asia 2013 3 / 24.3% Europe & Middle East 3 / 22.5% Europe & Middle East 2012 4 4 / 16.1% Australia & New Zealand 4 / 17.4% Australia & New Zealand 4 5 / 0% Africa & South America 1 5 5 / 0.2% Africa & South America 1 6 / 18.1% Orient & North America 6 6 / 18.8% Orient & North America 6 8 Malaysian Airline System Berhad (10601-W) / Annual Report 2013
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